6973GH-21-R-00094.pdf

SOLICITATION, OFFER AND AWARD

PAGE OF PAGES

1 70

1. CONTRACT NO. 2. SOLICITATION NUMBER

6973GH-21-R-00094

3. SOLICITATION TYPE

SEALED BID (IFB)

X NEGOTIATED BID (RFP)

4. DATE ISSUED 5. REQUISITION/PURCHASE NUMBER

6. ISSUED BY CODE AAQ0732-AFN 7. ADDRESS OFFER TO (If other than Item 6)

AAQ-732 TRAINING & AVIATION ACQ

FAA AERONAUTICAL CENTER

PO BOX 25082

BLDG 014-AHQ, ROOM 233A

OKLAHOMA CITY OK 73125

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder"

SOLICITATION

8. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 7, or if hand carried, in the depository located in until 1500 CS local time 06/04/2021

CAUTION: LATE Submissions, Modifications and Withdrawals. All offers are subject to all terms and conditions contained in this solicitation.

(Hour) (Date)

9. FOR

INFORMATION

CALL

A. NAME

James D. Farris

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

James.D.Farris@faa.gov AREA CODE

NUMBER

954-7818

EXT.

10. TABLE OF CONTENTS

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

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 18

X B SUPPLIES OR SERVICES AND PRICE/COST 2 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 5 X J LIST OF ATTACHMENTS 40

X D PACKAGING AND MARKING 6 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 7 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

X F DELIVERIES OR PERFORMANCE 9

X G CONTRACT ADMINISTRATION DATA 11 X L INSTR., CONDS., AND NOTICES TO OFFERORS 50

X H SPECIAL CONTRACT REQUIREMENTS 13 X M EVALUATION FACTORS FOR AWARD 64

OFFER (Must be fully completed by offeror)

NOTE: Item 11 does not apply if the solicitation includes Minimum Bid Acceptance Period .

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

AWARD (To be completed by CONTRACT AUTHORITY)

18. ACCEPTED AS TO ITEMS NUMBERED 19. AMOUNT 20. ACCOUNTING AND APPROPRIATION

21. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 22. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified)

ITEM

23. ADMINISTERED BY (If other than Item 6) CODE 24. PAYMENT WILL BE MADE BY CODE

25. NAME OF CONTRACTING OFFICER (Type or print) 26. CONTRACT AUTHORITY

(Signature of Contracting Officer)

27. AWARD DATE

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

12. DISCOUNT FOR PROMPT PAYMENT 10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

13. ACKNOWLEDGEMENT OF AMENDMENTS

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

AMENDMENT NO. DATE AMENDMENT NO. DATE

14A. NAME

AND

ADDRESS

OF

OFFEROR

CODE FACILITY 15. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

14B. TELEPHONE NUMBER 14C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

16. SIGNATURE 17. OFFER DATE

AREA CODE NUMBER EXT.

CLINS 00001 - 00035

05/04/2021

Section B - Supplies or Services/Prices

B.1 TYPE AND TERM OF CONTRACT

This acquisition is for an indefinite delivery/indefinite quantity type contract with firm fixed priced line items. Additionally, over and above lease hours are included. The term of this contract is for one (1) base year period and seven (7) option year periods. All terms and conditions contained in this document will be applicable to all task orders issued under this contract, unless otherwise specified by an individual task order, as additional requirements may be specified in each task order.

In accordance with AMS - 3.2.4-20 - Indefinite Quantity (OCT 2019) the Government will order at least the quantity of supplies or services designated in the Schedule as the minimum. The minimum will be the amount for CLIN 0001 Phase in paint.

BASE YEAR

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

0001 Phase In: Paint First Aircraft IAW SOW 6.2 1 EA

Phase In: Initial Training (30 Days before plane arrives IAW SOW 6.3

1 EA

Phase In: Instructor Pilot (up to 100 flight hours within the first 6 months of POP IAW SOW 6.4.

All instructor hours for pre-flight and post-flight, travel and other hours are included in this line item. All travel expenses and other expenses are also encompassed in this line item.

1 EA

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0006 Paint Second Aircraft, if option exercised 1 EA

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

BASE PERIOD ESTIMATED TOTAL

OPTION YEAR 1

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0010 Paint Second Aircraft, if option exercised 1 EA

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

OPTION YEAR 1 ESTIMATED TOTAL

OPTION YEAR 2

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0014 Paint Second Aircraft, if option exercised 1 EA

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

OPTION YEAR 2 ESTIMATED TOTAL

OPTION YEAR 3

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0018 Paint Second Aircraft, if option exercised 1 LOT

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

OPTION YEAR 3 ESTIMATED TOTAL

OPTION YEAR 4

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0022 Paint Second Aircraft, if option exercised 1 EA

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

OPTION YEAR 4 ESTIMATED TOTAL

OPTION YEAR 5

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0026 Paint Second Aircraft, if option exercised 1 EA

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

OPTION YEAR 5 ESTIMATED TOTAL

OPTION YEAR 6

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0030 Paint Second Aircraft, if option exercised 1 EA

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

OPTION YEAR 6 ESTIMATED TOTAL

OPTION YEAR 7

CLIN Supplies or Services Quantity Unit Unit Price Total Item Amount

Cessna Citation Sovereign Plus Lease and Maintenance (first aircraft only)

12 MO

Cessna Citation Sovereign Plus Lease and Maintenance if second aircract option exercised (second aircraft only)

12 MO

0034 Paint Second Aircraft, if option exercised 1 EA

Over and Above hours for Cessna Citation Sovereign Plus Lease and Maintenance

200 HR

OPTION YEAR 7 ESTIMATED TOTAL

TOTAL CONTRACT ESTIMATED POTENTIAL VALUE

Section C - Description/Specifications

AC4548 EMERGENCY SITUATIONS AND EXERCISES DURING CONTRACT

PERFORMANCE (JUL 2015)

(a) Emergency situations and exercises are temporary exceptions to the prohibition of contractor personnel not being subject to the direction and control of Government personnel when performing non-personal contract services in FAA facilities.

(b) All contractor personnel at a FAA work site or facility during an actual emergency shall conform to the procedures posted or directed by FAA officials responsible for emergency response at that site or facility. Such officials include evacuation wardens/monitors, security personnel, Emergency Readiness Officers, management, etc.

(c) Contractor personnel shall participate in all emergency exercises, including evacuations, as part of performance under this contract. On rare occasions and based on advance arrangements that are then announced at the time of an exercise, contractor personnel will be excused from evacuations.

(d) Contractor management/supervisors shall ensure that each contractor employee assigned work in FAA facilities possesses a general awareness of emergency and evacuation procedures at all locations where the employees might be during an emergency or exercise. Information on emergency procedures may be requested from the Contracting Officer’s Representative (COR) or a designated FAA contact point at the work site.

The remainder of this page has been intentionally left blank.

Clauses

Section D - Packaging and Marking

AC2110 PRESERVATION, PACKAGING, PACKING, AND MARKING (JUN 2015)

Preservation, packaging, and packing shall be in accordance with the industry's standard commercial practices to protect from contamination and damage. The outside of the shipping container shall be marked with the applicable contract number and delivery order number.

Section E - Inspection and Acceptance

E.1 INSPECTION

The Contracting Officer or their authorized representative, may at all reasonable times, inspect or otherwise evaluate the work being performed under this contract and the premises on which it is being performed. If any inspection or evaluation is made on the premises of the Contractor or their Subcontractor, the Contractor will provide and require their Subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized Government representatives in the performance of their inspection or evaluation duties. All inspections and evaluations shall be performed in such a manner as to not unduly delay the work.

E.2 INSPECTION AND ACCEPTANCE

(a) In addition to meeting the requirement of the Federal Aviation Regulation (FAR), the contractor will perform inspections and tests of the aircraft and all installed equipment, components, accessories, and systems as necessary to assure conformance with all requirements of the contract. The aircraft will be subject to both factory inspection and flight tests to determine technical conformity to the specifications and satisfactory operation of all systems prior to delivery to the FAA.

(b) After contract award and delivery of the aircraft but prior to final acceptance, the FAA will perform inspections including ground tests and flight tests of each aircraft to ensure that the aircraft and installed equipment, components, accessories, and systems are in conformance with all requirements of the contract. Flight tests will be conducted at the contractor’s expense, and a contractor representative will be made available to observe all FAA tests.

(c) Any discrepancies identified during FAA inspection or testing must be corrected by the contractor prior to final acceptance by the FAA. Discrepancies corrected by the contractor will be re-inspected and tested prior to final acceptance. Following satisfactory completion of the inspection and testing, the Contracting Officer (CO) or Contracting Officer’s Representative (COR) will make final acceptance of the aircraft.

(d) Final inspection and acceptance will be at the destination: Hangar 6, Ronald Reagan Washington National Airport, Washington, D.C. Final acceptance will be made in writing by the CO.

(e) FAA, other Federal Government, and contract personnel authorized to pilot the aircraft provided under this contract will possess the appropriate pilot rating required for the model aircraft being furnished and will hold a current medical certificate. The contractor will have the right to inspect such ratings and certificates and conduct a flight check, at the contractor’s expense, before releasing the aircraft to the FAA. If the contractor believes at any time that FAA, other Federal Government, or contract personnel authorized to pilot the aircraft are not qualified to operate the aircraft provided under this contract, the contractor must immediately notify the CO or COR to restrict said personnel from operation of the aircraft.

3.10.4-4 INSPECTION OF SERVICES - BOTH FIXED-PRICE & COST REIMBURSEMENT

(APR 1996)

3.10.4-2 INSPECTION OF SUPPLIES - FIXED PRICE (NOV 1997)

3.10.4-16 RESPONSIBILITY FOR SUPPLIES (APR 1996)

AC1908 INSPECTION AND ACCEPTANCE AT DESTINATION (JUN 2015)

(a) Final inspection and acceptance shall be at destination.

(b) Although source inspection by the Government is not anticipated under this contract, the provisions of this clause shall in no way be construed to limit the rights of the Government under the clause entitled

INSPECTION OFSERVICES – BOTH FIXED PRICE & COST REIMBURSEMENT (AMS 3.10.4-4).

Section F - Deliveries or Performance

Clauses

F.1 LOCATION OF DELIVERY, INSPECTION AND PERFORMANCE

The aircraft and all other deliverables will be made to the COR at the following locations:

Federal Aviation Administration

Hangar 6

3201 Thomas Avenue

Ronald Reagan Washington National Airport

Washington, DC 20001

OR

At licensed repair facilities as authorized under the terms and conditions of this contract.

3.10.1-9 STOP-WORK ORDER (OCT 1996)

3.10.1-24 NOTICE OF DELAY (MAR 2009)

3.11-34 F.O.B. DESTINATION (APR 1999)

3.8.2-22 SUBSTITUTION OR ADDITION OF PERSONNEL (OCT 2006)

(1) The Contractor must assign only those individuals whose resumes, personnel data, or personnel qualification statements have been submitted and determined by the Contracting Officer to meet the minimum requirements of the contract. The Contractor must not substitute or add personnel except in accordance with this clause.

(2) Substitution of Personnel.

(a) For the first 30 days of contract performance, the Contractor must not substitute personnel for the individuals whose resumes or other personal qualification were submitted with its offer and that were determined by the Contracting Officer to be acceptable at the time of contract award, unless such substitutions are because of an individual's sudden illness, death, or termination of employment. In any of these events, the Contractor must promptly notify the Contracting Officer and propose substitute personnel as required by paragraph (4) below.

(b) If an individual becomes, for whatever reason, unavailable for work under the contract for a continuous period exceeding thirty (30) working days, or is expected to devote substantially less effort to the planned work, the Contractor must propose a substitute personnel as required by paragraph (4) below.

(3) Addition of Personnel. If an FAA requirement will increase the specified level of effort for a designated labor category, but not the overall level of effort of the contract, then the Contractor must notify the Contracting Officer to add personnel to the designated labor category. The Contractor must request added personnel as required by paragraph (4) below.

(4) Request and Review. The Contractor must submit the request for substitute or added personnel in writing to the Contracting Officer at least 15 days (if a security clearance must be obtained, at least 30 days) before the proposed date of substitution or addition. The Contractor's request must provide a detailed explanation of the circumstances causing the proposed substitution or addition, a complete resume for the proposed substitute or added personnel, and any additional information required by the Contracting Officer. Proposed substitutes and added personnel must have qualifications equal to or higher than those stated in the contract for the labor category. The Contracting Officer will evaluate the Contractor's request and promptly notify the Contractor of the decision to accept or reject the qualifications of the substitute or added personnel.

(5) The Contracting Officer may terminate the contract if the Contractor has not made suitable, timely, and reasonably forthcoming replacement of personnel who have been reassigned or terminated or otherwise become unavailable to work under the contract or the resulting loss of productive effort would impair the successful completion of the contract. Alternatively, if the Contracting Officer finds the Contractor to be at fault for the condition, then the Contracting Officer may equitably adjust (downward) the contract price or fixed fee to compensate the Government for any delay, loss or damage as a result of the Contractor's action.

(End of clause)

AC0168 AUTHORIZED PERFORMANCE (JUL 2015)

The execution of a contract shall not constitute authority for the contractor to commence performance. Performance shall be ordered by the issuance of a formal delivery order by an authorized Contracting Officer of the Mike Monroney Aeronautical Center. Orders issued orally or by written telecommunications shall reference a formal delivery order number and shall be confirmed by issuance of the formal delivery order.

AC1817 ACCELERATED DELIVERY (JAN 1997)

Any Schedule for delivery or performance may be expedited at the contractor's option, if without additional expense to the Government.

Section G - Contract Administration Data

Clauses

3.10.1-22 CONTRACTING OFFICER'S REPRESENTATIVE (APR 2012)

AC0116 OPTION TO EXTEND SERVICES (JUN 2015)

The Government may unilaterally exercise its option to extend the term of the contract for performance of specified services pursuant to Section I, AMS Clause 3.2.4-34, Option to Extend Services , by written notice to the contractor not later than the expiration date of the current contract period.

AC0135 INVOICING PROCEDURES - GENERAL (JAN 2017)

(a) In addition to the requirements set forth at AMS Clause 3.3.1-17, Prompt Payment, for the submission of a proper invoice, the contractor shall submit a separate invoice for (1) each month of performance of services, or (2) those items of supplies furnished, as follows:

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

DOT/FAA AMK-311/314

P.O. Box 25710

Oklahoma City, OK 73169-0710

(2) One Copy to james.d.farris@faa.gov or:

FAA, Mike Monroney Aeronautical Center

Office of Acquisition Services (AAQ-(insert routing symbol))

P.O. Box 25082

Oklahoma City, OK 73l25

(3) One Copy to tracey.johnson@faa.gov or:

FAA, Mike Monroney Aeronautical Center

Tracey Johnson

P.O. Box 25082

Oklahoma City, OK 73l25

(b) Each invoice shall highlight the following information:

(1) Contract number and applicable Delivery Order 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.

(c) All contractors invoicing services to the FAA in labor hours shall maintain on file, and submit when required for verification or audit, certified time logs showing a daily start and ending work times, the daily total of productive hours charged to the contract, a daily entry for any non-productive work-hours and cumulative totals for each pay period.

AC2604 INCREMENTAL FUNDING (JAN 1997)

(a) The Government reserves the right to incrementally fund this contract on a periodic basis to promote efficiency in the utilization of fiscal allotments through the routine budget process or the use of interim funding measures such as under congressional ""continuing resolution"" procedures.

(b) Delivery orders will be periodically issued to provide a not-to-exceed amount of funds. Such amount will be sufficient to cover contract performance for the period specified in the order, plus an estimated cost for terminating the contract should additional funds not be available to continue performance under the contract.

(c) This clause becomes inoperative when the contract period is fully funded.

Section H - Special Contract Requirements

H.1 CERTIFICATION OF AIRCRAFT IDENTIFICATION

(a) The offeror represents that the following aircraft will be furnished to meet the requirements of this SIR and resulting contract: One (with the option of two) Cessna Citation Sovereign Plus.

(b) The offeror further represents:

[ ] That he/she is the owner of the above aircraft which is duly registered with the FAA in the offeror’s name;

OR

[ ] That he/she does not own the above aircraft but holds lease rights to it and has the right thereunder to sublease the aircraft to the FAA (The offeror must furnish a copy of the lease to the CO upon request.);

OR

[ ] That he/s the aircraft from Cessna Finance Corp. for performance under this contract.

H.2 PILOT QUALIFICATION

FAA, other Federal Government, and contract personnel authorized to pilot the aircraft provided under this contract will possess the appropriate pilot rating required for the model aircraft being furnished and will hold a current medical certificate. The contractor will have the right to inspect such ratings and certificates and conduct a flight check, at the contractor’s expense, before releasing the aircraft to the FAA. If the contractor believes at any time that FAA, other Federal Government, or contract personnel authorized to pilot the aircraft are not qualified to operate the aircraft provided under this contract, the contractor must immediately notify the CO or COR to restrict said personnel from operation of the aircraft.

H.3 QUALIFICATIONS OF EMPLOYEES

The CO will provide notice to the contractor when any contractor employee is found to be unsuitable or otherwise objectionable, or whose conduct appears contrary to the public interest, or inconsistent with the best interest of national security. The contractor must take appropriate action, including removal of such employee(s) from working on this FAA contract, at their own expense. The contractor agrees to insert terms in all subcontracts under this contract that conform substantially to the language of this clause.

H.4 AVIATION INSURANCE COVERAGE

Since the FAA will not indemnify the lessor (contractor) in any way, the contractor may choose to purchase insurance, such as but not limited to Hull Insurance, War Risk Insurance, and Foreign Object Damage Insurance, in sufficient amounts to mitigate the risk that they will incur as the lessor. If insurance is included in the fixed price of the aircraft leases, the lessor (contractor) will provide in their proposal the name of the insurance company, the amounts of insurance coverage, the deductible amounts, and the types of insurance coverage included. This information will not be released by the FAA. If any of these or other types of insurance are purchased, the Government’s liability under the Federal Torts Claim Act for damage of insured items will be limited the value of the deductible under that insurance policy.

3.1.9-1 ELECTRONIC COMMERCE AND SIGNATURE (JUL 2020)

(a) The Electronic Signatures in Global and National Commerce Act (E-SIGN) establishes a legal equivalence between:

(1) Contracts written on paper and contracts in electronic form;

(2) Pen-and-ink signatures and electronic signatures; and

(3) Other legally-required written records and the same information in electronic form.

(b) With the submission of an offer, the offeror acknowledges and accepts the utilization of electronic commerce as part of the requirements of this solicitation and the resultant contract.

(c) Certain documents may need to be provided or maintained in original form, such as large-scale drawings impractical to convert to electronic format or a document with a raised seal signifying authenticity. This clause does not change or affect any other requirements that a document must be in paper format to satisfy legal requirements such as for certain real estate transactions.

(d) The use of electronic signature technology is authorized under this solicitation and the resulting contract.

(e) Contractors must not digitally sign any documents with software that uses the Secure Hash Algorithm 1 (SHA-1). All digitally signed documents and contracts sent to the FAA must use a SHA-256 or higher hash algorithm. This is based on the National Institute of Standards and Technology (NIST) Policy Statement on Hash Functions dated August 5, 2015. Further guidance on the use of SHA-256 is in NIST Special Publication (SP) 800-57 Part 1, section 5.6.2 as amended and SP 800-131A, Revision 1 dated November 6, 2015. Additional guidance on the use of SHA-3 is in NIST SP 800-185 as amended.

(f) Contractors do not have to update documents previously digitally signed using SHA-1 hash algorithms unless the document requires updating. The FAA and contractors may continue to use SHA-1 for the following applications: Verifying old digital signatures and time stamps, generating and verifying hash-based message authentication codes (HMACs), key derivation functions (KDFs), and random bit/number generation.

(End of Clause)

3.8.2-17 KEY PERSONNEL AND FACILITIES (JUL 2019)

(a) The personnel and/or facilities as specified below are considered essential to the work being performed hereunder and may, with the consent of the contracting parties, be changed from time to time during the course of the contract.

(b) Prior to removing, replacing, or diverting any of the specified personnel and/or facilities, the Contractor must notify in writing, and receive consent from, the Contracting Officer reasonably in advance of the action and must submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(c) No diversion will be made by the Contractor without the written consent of the Contracting Officer.

(d) The key personnel and/or facilities under this contract are: Program Manager

(End of clause)

3.13-15 CONFIDENTIALITY OF DATA AND INFORMATION (NOV 2016)

(a) In performance of this contract, the contractor and any of its subcontractors, may need access to and use various data and information in the possession of the Government.This data and information may have been obtained under conditions which restrict the Government's right to use and disclose this data and information or which may be adverse to the interests of the Government or other parties if it is disseminated or used in a capacity other than in performance of this contract. Therefore, the contractor and its subcontractors agree to abide by any restrictive use conditions on such data and not to: (1) knowingly disclose such data and information to others without written authorization from the Contracting Officer, unless it is already publically available; or (2) use for any purpose other than the performance of this contract any data or information which bears a restrictive marking or legend which the contractor has gained access to through the performance of this contract, or information that should be marked according to FAA Order 1600.75 "Protecting Sensitive Unclassified Information (SUI)". For the sole purpose of this clause, "information" means any communication or representation of knowledge such as facts, data, or opinions in any medium or form, including textual, numerical, graphic, cartographic, narrative or visual form.

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

(c) The contractor agrees to conduct formal training to make employees aware of the requirement to maintain confidentiality of data and information as required above. The contractor must obtain from each employee in connection with this contract a signed Non-Disclosure Agreement. This agreement must provide that the employee will not, during employment or anytime thereafter, disclose or use for current or future benefit of any party any of the data (to include any form of Sensitive Unclassified Information (SUI) described in FAA Order 1600.75) or information not publically available received in connection with the work under the contract.

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

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

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

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

(End of clause)

AC4555 NOTICE OF CONTRACTOR TESTIMONY (SEP 2006)

(a) The contractor shall notify the Contracting Officer promptly in writing of its intention, or the intention of its employees, subcontractors of any tier, or subcontractor employees, either voluntarily or under compulsion of competent authority, to provide sworn testimony on any matter related to or arising under the work required by and/or performed under, this contract.

Such written notification at a minimum shall consist of the date and time of the testimony, identification of the court, board, or other body before which the testimony is made, the nature of the testimony to be given to the extent it is known at the time of this report, the nature of the contractor’s involvement in the proceeding and any other circumstances related to the work performed under or related to the contract and the proceeding in which the testimony will be taken.

(b) The contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts executed under this contract and shall require all subcontractors to provide the required report to the contractor.

AC4557 STRIKES OR PICKETING

Notwithstanding any other provision hereof, the Contractor is responsible for delays arising out of labor disputes, including but not limited to strikes, if such strikes are reasonably avoidable. A delay caused by a strike or by picketing which constitutes an unfair labor practice is not excusable unless the Contractor takes all reasonable and appropriate action to end such a strike or picketing, such as the filing of a charge with the National Labor Relations Board, the use of other available Government procedures, and the use of private boards or organizations for the settlement of disputes.

Section I - Contract Clauses

Clauses

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 will make the full text available, or offerors and contractors may obtain the full text via Internet at:

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

(End of clause)

3.1.7-2 ORGANIZATIONAL CONFLICTS OF INTEREST (JUL 2018)

3.1.7-4 ORGANIZATIONAL CONFLICT OF INTEREST - MITIGATION PLAN REQUIRED (OCT 2019)

3.1.7-5 DISCLOSURE OF CONFLICTS OF INTEREST (JUL 2018)

3.1.8-1 CANCELLATION, RESCISSION AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER

ACTIVITY (OCT 2014)

3.1.8-2 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (OCT 2019)

3.1.7-6 DISCLOSURE OF CERTAIN EMPLOYEE RELATIONSHIPS (JAN 2019)

(a) The policy of the FAA is to avoid doing business with contractors, subcontractors, and consultants who have a conflict of interest or an appearance of a conflict of interest. The purpose of this policy is to maintain the highest level of integrity within its workforce and to ensure that the award of procurement contracts is based upon fairness and merit.

(b) The contractor must provide to the Contracting Officer the following information with its proposal and must provide an information update within 30 days of the award of a contract, any subcontract, or any consultant agreement, or within 30 days of the retention of a Subject Individual or former FAA employee subject to this clause:

(1) The names of all Subject Individuals who:

(i) participated in preparation of proposals for award; or

(ii) are planned to be used during performance; or

(iii) are used during performance; and

(2) The name of each individual, retained in any capacity by the contractor, who was employed by FAA during the five-year period immediately prior to the date of award; and

(3) The date on which the initial expression of interest in a future financial arrangement was discussed with the contractor by any former FAA employee whose name is required to be provided by the contractor pursuant to subparagraph (2); and

(4) The location where any Subject Individual or former FAA employee whose name is required to be provided by the contractor pursuant to subparagraphs (1) and (2), are expected to be assigned.

(c) "Subject Individual" means a current FAA employee's father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half brother, half sister, spouse of an in-law, or a member of his/her household.

(d) The contractor must incorporate this clause into all subcontracts or consultant agreements awarded under this contract and must further require that each such subcontractor or consultant incorporate this clause into all subcontracts or consultant agreements at any tier awarded under this contract unless the Contracting Officer determines otherwise.

(e) The information as it is submitted, must be certified as being true and correct. If there is no such information, the certification must so state.

(f) Remedies for nondisclosure: The following are possible remedies available to the FAA should a contractor misrepresent or refuse to disclose or misrepresent any information required by this clause:

(1) Termination of the contract.

(2) Exclusion from subsequent FAA contracts.

(3) Other remedial action as may be permitted or provided by law or regulation or policy or by the terms of the contract.

(g) Annual Certification. The contractor must provide annually, based on the anniversary date of contract award, the following certification in writing to the Contracting Officer:

ANNUAL CERTIFICATION OF DISCLOSURE OF CERTAIN EMPLOYEE RELATIONSHIPS

The contractor represents and certifies that to the best of its knowledge and belief that during the prior 12 month period:

[ ] A former FAA employee(s) or Subject Individual(s) has been retained to work under the contract or subcontract or consultant agreement and complete disclosure has been made in accordance with subparagraph (b) of AMS Clause 3.1.7-6.

[ ] No former FAA employee(s) or Subject Individual(s) has been retained to work under the contract or subcontract or consultant agreement, and disclosure required by AMS Clause 3.1.7-6 is not applicable.

Authorized Representative

Company Name

Date

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

(A) A dated catalog with the prices;

(B) The applicable catalog pages; or

(C) A statement that the catalog is on file in the contracts office that will issue this contract modification;

(iii) Information on the current discount policies and price lists (published or unpublished), for example wholesale, original equipment manufacturer, and reseller;

(iv) Evidence of substantial sales to the general public for catalog items that exceed 150K. Your evidence may consist of verifiable records such as a sales order, contract, shipment, invoice, actual recorded sales; or sales by your affiliates, other manufacturers or vendors when your price proposal is based on sales of essentially the same commercial item. You must also explain the relationship of the offered price to the (1) established catalog price, or (2) the price of recent and substantial sales of similar quantities of the items that were sold to the general public at prices that differ from catalog or list prices;

(v) The basis for the market price including:

(A) The source, date or period of the market quotation;

(B) Any other basis for the market price, the base amount, and applicable discounts;

(C). The nature of the market for the supply or service you are offering (should be the same as or similar to the market price supply or service); or

(D) Data supporting substantial sales to the general public.

(vi) Laws or regulations that establish your offered prices. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of a controlling document that you did not previously submit to the contracting office;

(vii) Information on modifications of contracts or subcontracts for commercial items that relate to the offered price, as follows:

(A) If you received an exception based on adequate price competition, catalog or market prices of commercial items, or prices set by law or regulation under the original contract or subcontract, and this modification is not covered by these exceptions, you must provide information to establish that the modification would not change the contract or subcontract from one for a commercial item to one for a non-commercial item;

(B) For commercial items, you may provide information on selling prices of the same item or similar items in the commercial market; and

(viii) Any other information the CO requests to support your request for an exception or to conclude that your price is fair and reasonable.

(a) When there are price adjustments in the contract, the Contractor (you, your) must submit the following:

(1) A certificate of current cost or pricing data (CCCPD) described in paragraph (e), or

(2) For non-certified current cost or pricing data (CPD), a request for an exception to CCCPD. You must request this exception from the CO in writing with the following types of information or data that would establish the reasonableness of the prices you offer:

(i) Information on an exception you received on earlier or repetitive acquisitions;

(ii) Catalog price information including:

3.2.2.3-39 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OR OTHER INFORMATION

-MODIFICATIONS (JUL 2010)

(b) You give the CO the right to examine books, records, documents, or other directly pertinent records to verify your request for an exception under this clause or the reasonableness of price at any time before award.

(c) The CO will not require you to provide access to cost or price information or other data that apply to prices offered in the catalog or marketplace.

(d) Submitting information to qualify for an exception does not mean that this is the only exception that may apply.

(e) You must submit under paragraph (a):

CERTIFICATE OF CURRENT COST OR PRICING DATA

I certify that, to the best of my knowledge and belief, the cost or pricing data we submit, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative to support [*] are accurate, complete, and current as of [**]. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the us and the Government that are part of the proposal.

(Contractor insert the following information.)

Firm: [ ]

Signature: [ ]

Name: [ ]

Title: [ ]

Date of execution: [***]

*Contractor identify the proposal, request for price adjustment, or other submission involved, giving the appropriate identifying number (for example, SIR No.)

** Contractor insert the day, month, and year when price negotiations were concluded and price agreement was reached or, if applicable, an earlier date agreed upon between the parties that is as close as practicable to the date of a price agreement.

*** Contractor insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the parties agreed on the contract price.

(End of certificate)

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract must be obtained by applying indirect cost rates established in accordance with paragraph (d) below.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government will be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may be paid more often than every 2 weeks and may invoice and be paid for recorded costs for items or services purchased directly for the contract, even though the concern has not yet paid for those items or services.

(d) Final indirect cost rates.

(1) Final annual indirect cost rates and the appropriate bases must be established for the period covered by the indirect cost rate proposal.

(2) The Contractor must, within 180 days after the expiration of each of its fiscal years, or by a later date approved by the Contracting Officer, submit to the cognizant Contracting Officer and to the cognizant audit activity proposed certified final indirect cost rates for that period and supporting cost data specifying the contract and/or subcontract to which the rates apply. The proposed rates must be based on the Contractor's actual cost experience for that period. The appropriate Government representative and Contractor will establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(i) An adequate indirect cost rate proposal must include the following data unless otherwise specified by the cognizant Contracting Officer:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Charts of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost elements.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers;

subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contract information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect cost.

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(3) The Contractor and the appropriate Government representative will execute a written understanding setting forth the final indirect cost rates. The understanding will specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding will not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) After final annual direct cost rates are established for specific period, the contractor must update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed as required by paragraph d(2)(i)(l) of this clause.

(5) Failure by the parties to agree on a final annual indirect cost rate may be the basis of a claim under the "Contract Disputes" clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government will reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates-

(1) Must be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-close-out procedures. When the Contractor and Contracting Officer agree, the quick-close-out procedures may be used.

(1) Procedures. Settlement of indirect cost rates must apply to this contract, in advance of the determination of final indirect cost rates, if:

(i) The contract is physically complete;

(ii) The amount of unsettled indirect cost to be allocated to this contract is not more than $5,000,000 and the cumulative unsettled indirect costs to be allocated to one or more contracts in a single fiscal year do not exceed 15 percent of the estimated, total unsettled indirect…