Attachment 7 - Contract Clauses - Aircraft Charter Services District of Alaska.doc

ATTACHMENT #7 – CONTRACT CLAUSES – RFQ # DJMS-10-Q-0242

1.

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) tc "I.2 52.252-2 Clauses Incorporated by Reference. (FEB 1998) " \l 2 This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/far/current/html/FARTOCP52.html#wp372482 http://farsite.hill.af.mil/vffara.htm 2.

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JUNE 2010) – INCORPORATED BY REFERENCE 3.

ADDENDUM TO FAR 52.212-4

Follows – please see # 4 through # 25 below.

4.

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 (months).

(End of clause)

5.

GOVERNMENT HOLIDAYS

The following is a list of Federal Holidays observed by the Government:

Martin Luther King’s Birthday

(3rd Monday in JAN) Columbus Day (2nd Monday in OCT)

6.

ROLES AND RESPONSIBILITIES OF GOVERNMENT PERSONNEL FOR CONTRACT ADMINISTRATION

CONTRACTING OFFICER (CO): The Contracting Officer has the overall and primary responsibility for the administration of this contract. Only the Contracting Officer has authority to enter into, administer, or terminate this contract on behalf of the Government. This includes modifying and deviating from the contract terms, conditions, requirement, specifications, and delivery schedules; making final decisions involving such matters as: invoice payments or other consideration due to the Government for nonperformance or unsatisfactory performance, interpreting the contract, and resolving disputes; and, terminating the contract for default or convenience. The Contracting Officer also has authority to delegate certain responsibilities to an authorized Government representative.

CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE JAR 2852.201-70

(JAN 1985):

(a) (To be provided at time of award), is hereby designated to act as Contracting Officer's Technical Representative (COTR) under this contract.

(b) The COTR is responsible, as applicable, for: receiving all deliverables, inspecting and accepting the supplies or services provided hereunder in accordance with the terms and conditions of this contract; providing direction to the contractor which clarifies the contract effort, fills in details or otherwise serves to accomplish the contractual Scope of Work; evaluating performance; and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment.

(c) The COTR does not have the authority to alter the contractor's obligations under the contract, and/or modify any of the expressed terms, conditions, specifications, or cost of the agreement. If as a result of technical discussions it is desirable to alter/change contractual obligations or the Scope of Work, the Contracting Officer shall issue such changes.

(End of Clause) CONTRACT ADMINISTRATION: The contract will be administered by the office listed below.

United States Marshals Service

Office of Procurement, Financial Services Division Crystal Square #3, Suite 900

2604 Jefferson Davis Highway

Alexandria, VA 22301 7.

INSURANCE COVERAGE

(a) The contractor shall procure and maintain at his expense during the entire period of performance under this contract adequate liability insurance coverage to include injury to personnel, damage to aircraft, vehicles, property, equipment, inventory, destruction, fire, flood, and/or theft as follows:

(1) $100,000 per incident minimum Workman's Compensation and Employee’s Liability Insurance.

(2) General public liability insurance covering all duties, services, and work to be performed under this contract. The insurance shall provide limits of liability for bodily injury not less than $200,000 per person and $500,000 for each occurrence, and property damage limits of liability of not less than $50,000 for each accident. The general liability policy shall name "The United States of America, action by and through the Department of Justice", as an additional insured with respect to operations performed under this contract.

(b) The contractor shall indemnify the Government for any claim by its insurer for subrogation against the Government by reason of any payment under these policies.

(c) Each liability policy shall include the following provision:

"It is a condition of this policy that the company shall furnish written notice to the Department of Justice, in care of the issuing office, thirty (30) days in advance of any reduction in or cancellation of this policy."

8.

GOVERNMENT’S RIGHT OF RECOVERY

The contractor shall be responsible for all Government property in its custody. Any incidents of damage or loss shall be reported to the COTR immediately and shall be followed up in writing within one working day. The Government may receive benefits of any insurance the contractor may carry which provides for the indemnification of any loss or destruction of, or damage to property in the custody and care of the contractor, where such loss, destruction or damage is to Government property. The contractor shall do nothing to prejudice the Government's right to recover against third parties for any loss, destruction of, or damage to Government property, and upon request of the Contracting Officer shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including assistance in the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery.

9.

CONFIDENTIAL INFORMATION

The contractor shall keep confidential information related to the contract. The contractor shall refer requests for information, subpoenas, or dispositions to the COTR.

10.

DOCUMENTATION AND FILES

Upon request, or within thirty (30) days of notice, if the contract is terminated for any reason, the contractor shall deliver to the Contracting Officer (CO) all systems, both automated and manual, forms, manuals, files, records, procedures, documents and all other operational materials developed for performing this contract.

11.

FEDERAL, STATE, AND LOCAL LAWS AND ORDINANCES

The contractor shall comply with all Federal, state, and local laws and ordinances for the services specified.

12.

TASK ORDERS

(a) Master Task Order:

All services will be ordered via Task Orders, Optional Form 347. A Task Order is the official obligating document issued by the Contracting Officer that obligates a maximum dollar amount under which sub-task orders are issued by the COTR. It provides the contractor with the following information:

date of order

(2) contract number and order number

(3) for supplies and services, contract item number and description, quantity, and unit price

(4) delivery or performance schedule

(5) place of delivery or performance

(6) any packaging, packing, and shipping instructions

(7) accounting appropriation data

(8) method of payment and payment office, if not specified in the contract.

SEQ CHAPTER \h \r 1(b) Sub-Task Orders:

A sub-task order is a document issued by the COTR to commence services under the purview of a master task order. This document will be used to notify the contractor of a need for required services. All services shall be in accordance with the scope of the Statement of Work of this contract. The sub-task order will site the master task-order number. All sub-task orders issued shall be within the scope, period, and maximum amount of the Master Task Order.

(c) The contractor shall not exceed the maximum dollar amount of a master task order without prior written notice from the Contracting Officer. The contractor shall notify the Contracting Officer when 75% of the master task order has been met.

13.

INVOICES

The contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

Name and address of the contractor;

Invoice date and number;

(3) Contract number, contract line item number and, if applicable, the order number;

(4) Description, quantity, unit of measure, unit price and extended price of the items delivered;

Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(6) Terms of any discount for prompt payment offered;

(7) Name and address of official to whom payment is to be sent;

(8) Name, title, and phone number of person to notify in event of defective invoice; and

(9) Taxpayer Identification Number (TIN). The contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(10) Electronic funds transfer (EFT) banking information.

(i) The contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(ii) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures. EFT banking information is not required if the Government waived the requirement to pay by EFT.

(b) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

14.

SEQ CHAPTER \h \r 1INVOICE REQUIREMENTS (a) Invoicing and Payments The contractor will submit an original invoice to the COTR. Each invoice will contain a cover sheet with the following information:

Invoice Header (Appears on every invoice sheet)

(i) Contractor’s Name, Address (E-mail and Web site Addresses), Telephone Number, and Facsimile Number and Tax Identification Number (Social Security Number if the Contractor is an individual)

(ii) Contract Number

(iii) Contract Requirement/Title

(iv) Invoice Number

(v) Invoice Date

(vi) Invoice Time Period

Obligation Certification (Completed by Contractor)

(i) Previous Obligation Balance

Additional Obligation

(iii) Total Amount This Invoice

(iv) Other Disposal Invoice Amount

(v) Ending Balance

(3) SEQ CHAPTER \h \r 1 COTR Certification (Completed by Government)

I hereby certify to the best of my knowledge and belief that the supplies and/or services shown on this invoice have been received and accepted, and the invoice is proper and accurate.

Partial receipts _____ Final/Complete receipt _____

COTR

Date

Supporting documentation for material cost, to include original supplier's invoices.

(5) Invoices shall be submitted on a monthly basis only and must be submitted in accordance with the Invoice Requirements of the contract.

(6) SEQ CHAPTER \h \r 1Invoices shall be submitted for payment no later than the 10th day of each month. Invoices shall be submitted to the Contracting Officer’s Technical Representative at the following address:

United States Marshal Service

District of Alaska 222 West Seventh Avenue #28 – Room 170 Anchorage, AK 99513-7568 15.

JAR 2852.233.70 PROTESTS FILED DIRECTLY WITH THE DEPARTMENT OF JUSTICE (JAN 1998)

(a) The following definitions apply in this provision:

(1) "Agency Protest Official" means the official, other than the contracting officer, designated to review and decide procurement protests filed with a contracting activity of the Department of Justice.

"Deciding Official" means the person chosen by the protestor to decide the agency protest; it may be either the Contracting Officer or the Agency Protest Official.

"Interested Party" means an actual or prospective offeror whose direct economic interest would be affected by the award of a contract or by the failure to award a contract.

(b) A protest filed directly with the Department of Justice must:

Indicate that it is a protest to the agency.

Be filed with the Contracting Officer.

State whether the protestor chooses to have the Contracting

Officer or the Agency Protest Official decide the protest. If the protestor is silent on this matter, the Contracting Officer will decide the protest.

Indicate whether the protestor prefers to make an oral or written presentation of arguments in support of the protest to the deciding official.

Include the information required by FAR 33.103(d)(2):

(i) Name, address, facsimile number and telephone number of the protestor.

Solicitation or contract number.

(iii) Detailed statement of the legal and factual grounds for the protest, to include a description of resulting prejudice to the protestor.

(iv) Copies of relevant documents.

(v) Request for a ruling by the agency

(vi) Statement as to the form of relief requested.

(vii) All information establishing that the protestor is an interested party for the purpose of filing a protest.

(viii) All information establishing the timeliness of the protest.

(c) An interested party filing a protest with the Department of Justice has the choice of requesting either that the Contracting Officer or the Agency Protest Official decide the protest.

(d) The decision by the Agency Protest Official is an alternative to a decision by the Contracting Officer. The Agency Protest Official will not consider appeals from the Contracting Officer's decision on an agency protest.

(e) The deciding official must conduct a scheduling conference with the protestor within five (5) days after the protest is filed. The scheduling conference will establish deadlines for oral or written arguments in support of the agency protest and for agency officials to present information in response to the protest issues. The deciding official may hear oral arguments in support of the agency protest at the same time as the scheduling conference, depending on availability of the necessary parties.

(f) Oral conferences may take place either by telephone or in person. Other parties may attend at the discretion of the deciding official.

(g) The protestor has only one opportunity to support or explain the substance of its protest. Department of Justice procedures do not provide for any discovery. The deciding official may request additional information from either the agency or the protestor. The deciding official will resolve the protest through informal presentations or meetings to the maximum extent practicable.

(h) An interested party may represent itself or be represented by legal counsel. The Department of Justice will not reimburse the protester for any legal fees related to the agency protest.

(i) The Department of Justice will stay award or suspend contract performance in accordance with FAR 33.103(f). The stay or suspension, unless over-ridden, remains in effect until the protest is decided, dismissed, or withdrawn.

(j) The deciding official will make a best effort to issue a decision on the protest within twenty (20) days after the filing date. The decision may be oral or written.

(k) The Department of Justice may dismiss or stay proceeding on an agency protest if a protest on the same or similar basis is filed with a protest forum outside the Department of Justice.

(End of Clause)

16.

FAR 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government’s obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of clause)

17.

RELEASE OF RESIDUAL FUNDS ($100 OR LESS)

The contractor is advised when submitting the final invoice under this contract to submit an information copy of the invoice to the Contracting Officer. The invoice must be marked “Information Copy – Final Invoice.” If residual funds on the contract total $100 or less, the government will automatically de-obligate the residual funds without further communication with the vendor. Upon receipt and payment of the final invoice, it is understood and agreed that all outstanding obligations incurred on the above referenced contract have been satisfied. Therefore, it is further understood and agreed that the government shall not be liable for the payment of any future invoices that may be submitted under the above referenced contract.

18.

RELEASE OF RESIDUAL FUNDS (GREATER THAN $100)

If funds greater than $100 remain on this contract after the final invoice, the Government will issue a bilateral modification to authorize release of those funds. The contractor’s signature on the modification will constitute understanding and agreement that all outstanding obligations incurred on this contract have been satisfied. The Government shall not be held liable for the payment of any further invoices submitted under this contract. The contractor will have up to 30 calendar days after issuance of the modification to sign and return it. Further, failure to sign and return the modification within the stated time period shall be considered acceptance of the government’s intent to de-obligate the residual funds; and releases the Government from any future liability stemming from or related to this contract.

19.

CONTRACTOR MANAGEMENT RESPONSIBILITY

The contractor shall appoint a dedicated Project Manager that will be responsible for successful execution and ongoing management of this contract, who will be available 24 hours a day / 7 days a week, for technical and administrative performance of services required herein. The contractor shall provide the name and contact information (including phone, pager, and e-mail address) for the Project Manager as well as an alternative Point of Contact (POC) that may be used in the event the Project Manager is unavailable. The Project Manager shall be the single point of contact which all communications, work, and technical direction shall flow. The Project Manager shall receive and execute, on behalf of the contractor, such technical direction as the COTR may provide within the terms and conditions of the contract.

20.

FAR 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the date of contract award through the date of contract expiration.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

21.

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum Order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum Order. The contractor is not obligated to honor (1) Any order for a single item in excess of the maximum contract price; (2) Any order for a combination of items in excess of 100% of the maximum contract price; or (3) A series of order from the same ordering office within 14 days that together call for quantities exceeding the limitation in paragraph (b)(1)or (2) of this section .

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR), the Government is not required to order a part of any one requirement from the contractor if that requirement exceeds the maximum order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 7 days after issuance, with written notice stating the contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

22.

FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates ONLY and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issue in accordance with the Ordering clause. The contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum”. The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum”.

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is not a limit on the number or orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the contractor with the time specified in the order. The contract shall govern the contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after contract expiration.

(End of Clause) 23.

FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of clause)

24.

ADDITIONAL CLAUSES INCORPORATED BY REFERENCE

The following clauses are incorporated into this contract:

X FAR 52.242-13, Bankruptcy (JUNE 1995)