Amended SIR DTFAAC-15-R-04332-0001.pdf

DTFAAC-15-R-04332 - 0001

PART I - SECTION B

SUPPLIES/SERVICES & PRICE/COST

The contractor shall furnish all labor, facilities, equipment, materials, services, transportation, etc. for Flight Planning & Ground Handling in accordance with the terms, conditions and provisions set forth herein. The contractor shall be paid in accordance with the following price schedule. (General references are made to the SOW. Not all SOW sections will be directly referenced in the CLIN structure.)

September 1, 2015 – August 31, 2020:

Base Year: Sept 1, 2015 Aug 31, 2016

CLIN Description Qty Unit Amount/ unit

Total Amount

Flight Planning for approx. 33 aircraft with approx. 16000 flight plans. Firm fixed unit price IAW SOW 4.1 12 month $ ‐ $ ‐

Contractor place the unit pricing information here.

(per Flight Plan or aircraft) $ ‐ $ ‐

Flight Inspection Services (FIS) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S. Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Washington Flight Program (WFP) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S.

Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Flight Planning O & A to include Travel & Training if needed IAW SOW 4.6 NTE $ ‐ $ 2,076.00

0005 Integrated Flight Scheduling IAW SOW 4.1.3.1 3 aircraft $ ‐ $ ‐

Integrated Flight Scheduling Risk Assessment IAW SOW 4.1.3.2 3 aircraft $ ‐ $ ‐

Graphical Flight Following & Tracking w/ Messages IAW SOW 4.1.3.3 3 aircraft $ ‐ $ ‐

0008 Digital Datalink IAW SOW 4.1.3.4 3 aircraft $ ‐ $ ‐

Base Year Total: $ ‐

Option Year 1: Sept 1, 2016 Aug 31, 2017

Amount/ unit

Total Amount

Flight Planning for approx. 33 aircraft with approx. 16000 flight plans. Firm fixed unit price IAW SOW 4.1 12 month $ ‐ $ ‐

Contractor place the unit pricing information here.

(per Flight Plan or aircraft) $ ‐ $ ‐

Flight Inspection Services (FIS) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S. Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Washington Flight Program (WFP) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S.

Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Flight Planning O & A to include Travel & Training if needed IAW SOW 4.6 NTE $ ‐ $ 2,076.00

0013 Integrated Flight Scheduling IAW SOW 4.1.3.1 3 aircraft $ ‐ $ ‐

Integrated Flight Scheduling Risk Assessment IAW SOW 4.1.3.2 3 aircraft $ ‐ $ ‐

Graphical Flight Following & Tracking w/ Messages IAW SOW 4.1.3.3 3 aircraft $ ‐ $ ‐

0016 Digital Datalink IAW SOW 4.1.3.4 3 aircraft $ ‐ $ ‐

Option Year 1 Total: $ ‐

Option Year 2: Sept 1, 2017 Aug 31, 2018

Amount/ unit

Total Amount

Flight Planning for approx. 33 aircraft with approx. 16000 flight plans. Firm fixed unit price IAW SOW 4.1 12 month $ ‐ $ ‐

Contractor place the unit pricing information here.

(per Flight Plan or aircraft) $ ‐ $ ‐

Flight Inspection Services (FIS) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S. Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Washington Flight Program (WFP) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S.

Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Flight Planning O & A to include Travel & Training if needed IAW SOW 4.6 NTE $ ‐ $ 2,076.00

0021 Integrated Flight Scheduling IAW SOW 4.1.3.1 3 aircraft $ ‐ $ ‐

Integrated Flight Scheduling Risk Assessment IAW SOW 4.1.3.2 3 aircraft $ ‐ $ ‐

Graphical Flight Following & Tracking w/ Messages IAW SOW 4.1.3.3 3 aircraft $ ‐ $ ‐

0024 Digital Datalink IAW SOW 4.1.3.4 3 aircraft $ ‐ $ ‐

Option Year 2 Total: $ ‐

Option Year 3: Sept 1, 2018 Aug 31, 2019

Amount/ unit

Total Amount

Flight Planning for approx. 33 aircraft with approx. 16000 flight plans. Firm fixed unit price IAW SOW 4.1 12 month $ ‐ $ ‐

Contractor place the unit pricing information here.

(per Flight Plan or aircraft) $ ‐ $ ‐

Flight Inspection Services (FIS) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S. Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Washington Flight Program (WFP) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S.

Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Flight Planning O & A to include Travel & Training if needed IAW SOW 4.6 NTE $ ‐ $ 2,076.00

0029 Integrated Flight Scheduling IAW SOW 4.1.3.1 3 aircraft $ ‐ $ ‐

Integrated Flight Scheduling Risk Assessment IAW SOW 4.1.3.2 3 aircraft $ ‐ $ ‐

Graphical Flight Following & Tracking w/ Messages IAW SOW 4.1.3.3 3 aircraft $ ‐ $ ‐

0032 Digital Datalink IAW SOW 4.1.3.4 3 aircraft $ ‐ $ ‐

Option Year 3 Total: $ ‐

Option Year 4: Sept 1, 2019 Aug 31, 2020

Amount/ unit

Total Amount

Flight Planning for approx. 33 aircraft with approx. 16000 flight plans. Firm fixed unit price IAW SOW 4.1 12 month $ ‐ $ ‐

Contractor place the unit pricing information here.

(per Flight Plan or aircraft) $ ‐ $ ‐

Flight Inspection Services (FIS) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S. Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Washington Flight Program (WFP) International Operational support (including ground handling and administration) and Airport expenses (i.e. hangar, landing, parking, and ramp fees) as required per international site are reimbursable subject to U.S.

Government Policy on Aviation‐Related Fees for state aircraft. IAW SOW 4.2 & 4.3 ***The United States considers FAA aircraft to be state aircraft.

Under U.S. Government policy on aviation‐related fees, state aircraft are not required to pay navigation or overflight fees. *** $ ‐

Flight Planning O & A to include Travel & Training if needed IAW SOW 4.6 NTE $ ‐ $ 2,076.00

0037 Integrated Flight Scheduling IAW SOW 4.1.3.1 3 aircraft $ ‐ $ ‐

Integrated Flight Scheduling Risk Assessment IAW SOW 4.1.3.2 3 aircraft $ ‐ $ ‐

Graphical Flight Following & Tracking w/ Messages IAW SOW 4.1.3.3 3 aircraft $ ‐ $ ‐

0040 Digital Datalink IAW SOW 4.1.3.4 3 aircraft $ ‐ $ ‐

Option Year 4 Total: $ ‐

SECTION B

SUMMARY

CONTRACT PERIOD ESTIMATED TOTAL PRICE

Base Year $

Option Year I $

Option Year II $

Option Year III $

Option Year IV $

Base plus Option Years I-IV

Total Proposed Price

PART I - SECTION C

SCOPE OF WORK

PART I - SECTION C – DESCRIPTION/SPECIFICATIONS

C.1 SCOPE OF WORK

The contractor shall perform the requirements listed in the Performance Work Statement (Section J-Attachment 1) in accordance with all terms, conditions, and provisions set forth herein.

PART I - SECTION D

PACKAGING AND MARKING

NOT APPLICABLE

PART I - SECTION E

INSPECTION AND ACCEPTANCE

E.1 Inspection and Acceptance (Jan 1997) CLA.1908

(a) Final inspection and acceptance will 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(s) entitled “Inspection of Supplies--Fixed Price" (AMS 3.10.4-2, “Inspection of Supplies--Cost Reimbursement (AMS 3.10.4-3, "Inspection of Services -- Fixed-Price and Cost Reimbursement (AMS.3.10.4-4)”

3.1-1 Clauses and Provisions Incorporated by reference (July 2011)

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: http://conwrite.faa.gov.

(End of clause)

3.10.4-2 Inspection of Supplies - Fixed Price (November 1997) 3.10.4-3 Inspection of Supplies - Cost Reimbursement (April 1996) 3.10.4-4 Inspection of Services - Both Fixed-Price & Cost Reimbursement (April 1996) 3.10.4-16 Responsibility for Supplies (April 1996)

PART I - SECTION F

DELIVERIES OR PERFORMANCE

F.1 Authorized Performance (JAN 1997) CLA.0168

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

F.2 Change to Individual Delivery Order Schedule (JAN 1997) CLA.1137

(a) The delivery schedule(s) of all delivery orders issued hereunder shall be established in accordance with the terms of the contract.

(b) In the event that the Contractor fails to deliver in accordance with the established delivery schedule(s) and if such failure is not due to an excusable delay as defined in the Default clause of this contract, the Government and the Contractor may at the Government's option, negotiate a revised delivery schedule(s) in exchange for adequate consideration to the Government. A contract modification will not be required, but the delivery order(s) shall be amended in writing accordingly.

(c) A delivery order change or amendment made pursuant to this clause shall not affect the delivery schedule(s) of any other delivery order(s) issued under this contract.

(d) This clause shall not limit the Government's rights under the Default clause.

F.3 Contract Period (JAN 1997) CLA.1604

The effective period of this contract is 1 year from the effective date of the award, plus four (4) one-year option periods may be exercised at the sole discretion of the Government.

F.4 Accelerated Delivery (JAN 1997) CLA.1817

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

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

3.10.1-9 Stop-Work Order (October 1996) 3.10.1-9 Alternate I Stop-Work Order (October 1996) 3.10.1-24 Notice of Delay (March 2009)

PART I - SECTION G

CONTRACT ADMINISTRATION DATA

G.1 Option to Extend Services (JAN 1997) CLA.0116

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.

G.2 Invoicing Procedures - General (JAN 2002) CLA.0135

(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:

FAA, Mike Monroney Aeronautical Center Financial Operations Division (AMK-110) P.O. Box 25710 Oklahoma City, OK 73125-4913

(2) Email copies to:

Contract Officers Representative: Gladys Leon-Gerrero email address: gladys.y.leon-guerrero@faa.gov and Matilda Marker email address: Matilda.marker@faa.gov

(b) Each invoice shall highlight the following information:

(1) Contract number (DTFAAC XX-X-XXXX) 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.

All 33 aircraft do not operate every day.

G.3 Incremental Funding (JAN 1997) CLA.2604

(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.

G.4 Warranty - Commercial Products and Services (June 2006) CLA.4529

The contractor’s standard commercial warranty shall be deemed to be a part of this contract unless otherwise specified. If the contractor does not have a standard warranty, the warranty provisions of UCC Article 2 shall apply

3.1-1 Clauses and Provisions Incorporated by reference (July 2011)

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

3.10.1-22 Contracting Officer's Representative (April 2012)

PART I - SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 Post-Award Conference

(a) A Post-Award Conference with the successful contractor may be required and will be held as soon as possible after award of the contract. The conference will be held at the Mike Monroney Aeronautical Center, Oklahoma City, Oklahoma.

(b) The contractor will be given five working days’ notice prior to the date of the conference by the Contracting Officer.

H.2 Dissemination of Contract Information

The Contractor shall not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results of conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer (CO). Two copies of any material proposed for publication or distributed shall be submitted to the CO.

H.3 Over and Above Procedures – Instructional Training

Schedule B provides CLINS specifically for Instructional Training strictly on an as needed basis. It is anticipated that this training will be needed on a very limited basis throughout the life of the contract. In the event the FAA needs to schedule Instructional Training, IAW SOW paragraph 4.6, the time and date will be negotiated by the Contracting Officer. Training classes will be set at a Fixed Price Rate per class to include instructor, instructor and student material and supplies, shipping etc. (everything except for the actual travel cost for the instructor since travel is covered under a separate CLIN). The government will make every effort to give the contractor an advanced notice of 30 days before a training class is needed.

Should the FAA need this training, funds will be obligated prior to the negotiated start date of the class.

H.4 Agreement to Participate In Alternative Dispute Resolution (April 1998) CLA.4540

(a) The Federal Aviation Administration encourages direct communications and negotiations between the contractor and the contracting officer in an attempt to resolve contract disputes. In those situations where the parties are not able to achieve resolution at the contracting officer level, the agency favors the use of alternative dispute resolution (ADR) techniques to resolve disputes.

(b) The parties hereby agree that, prior to referring a contract dispute to the Office of Disputes Resolution as described in contract clause 3.9.1-1 “Contract Disputes”, the parties will discuss whether they are willing to utilize ADR techniques such as mediation or nonbinding evaluation of the dispute by a neutral party. Upon receipt of a contract dispute from the contractor, the contracting officer will explore with the contractor whether the use of ADR techniques would be appropriate to resolve the dispute. Both parties must agree that the use of such techniques is appropriate, and agree to fairly share the associated expenses. If the parties do not mutually agree to utilize ADR to resolve the dispute, the dispute will be processed in accordance with the procedures set forth in clause 3.9.1-1.

H.5 Notice of Contractor Testimony (Sept 2006) CLA.4555

(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.

H.6 Strikes or Picketing Affecting Timely Completion CLA.4557 of The Contract Work (Sept 2006)

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.

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

3.1.9-1 Electronic Commerce and Signature (July 2013)

(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 digital signature technology is authorized under this solicitation and the resulting contract.

(End of Clause)

3.13-15 Confidentiality of Data and Information (October 2011)

(a) The contractor and any of its subcontractors, in performance of this contract, may need access to and use of various types of data and information in the possession of the Government, which the Government obtained under conditions which restrict its right to use and disclose data and information or which may be of a nature that its dissemination or use, other than in the performance of this contract, would be adverse to the interests of the Government or other parties. 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 the Government has made data and information available to the public; and (2) use for any purpose other than the performance of this contract any data which bears a restrictive marking or legend. 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. Data processed in such a way that it can increase the knowledge of the person who receives it. Information is the output, or finished goods, of information systems.

(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 of disclosure and other terms and conditions to be agreed upon between the parties thereto. It is agreed by the contractor that any such data, whether obtained by the contractor pursuant to the aforesaid agreement or from the Government, must be protected from unauthorized use or 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, to the end that they will be disciplined if the necessity to refrain from divulging either the proprietary data of other companies or data that are obtained from the Government to anyone except as authorized. The contractor must obtain from each employee engaged in any effort connected with this contract an agreement, in writing, which must in substance provide that such employee will not, during his/her employment by the contractor or anytime thereafter, disclose to others or use for his/her own benefit or the future benefit of any individual any trade secrets, confidential information, or proprietary/restricted data (to include Government "For Official Use Only") received in connection with the work under this 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 the application of the prohibition of 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; (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 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.

(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.

PART II - SECTION I

CONTRACT CLAUSES

I.1 Save Harmless and Indemnity Agreement (JAN 1997) CLA.3211

The contractor shall save and keep harmless and indemnify the Government against any and all liability, claims, and costs of whatsoever kind and nature of injury to or death of any person or persons and for loss or damage to any property (Government or otherwise) occurring in connection with or in any way incident to or arising out of the occupancy, use, service, operations, or performance of work in connection with this contract, resulting from the negligent acts, fault or omissions of the contractor, any subcontractor, or any employee, agent, or representative of the contractor or any subcontractor.

I.2 Liability Insurance (JAN 1997) CLA.3212

(a) Pursuant to AMS 3.4.1-10, Insurance--Work on a Government Installation, the insurance required of the contract during contract performance is:

(1) Workers' compensation and employer's liability as required by applicable Federal and

Oklahoma State workers' compensation and occupational disease statutes. Employer's liability coverage shall be not less than $100,000.

(2) General liability coverage written on the comprehensive form of policy providing limits of liability for bodily injury of not less than $500,000 for each occurrence and property damage limits of liability of not less than $100,000 for each accident.

(3) Automobile liability (applicable to vehicles used in connection with contract performance) written on the comprehensive form of policy providing coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $100,000 per occurrence for property damage.

(b) The policy shall name "The United States of America, acting by and through the Federal Aviation Administration" as an additional insured with respect to operations performed under this contract.

(c) The policy shall include the following provision: "It is a condition of this policy that the insurer shall furnish written notice to the Federal Aviation Administration (certificate holder) 30 days in advance of any reduction in or cancellation of this policy."

(d) Certificate holder address:

FAA/MMAC/AAQ-731

P. O. Box 25082 Oklahoma City, OK 73l25

(e) At any time during contract performance and upon request of the Contracting Officer, the contractor shall provide a certified true copy of the liability policy and manually countersigned endorsements of any changes thereto.

I.3 Warranty - Services (JAN 1997) CLA.3313

(a) The Contractor warrants that all services performed under this contract will be performed in a professional manner, be free from defects in workmanship and conform to the requirements of this contract. The Contractor further warrants that any materials provided will be free from defects. This warranty is valid for 1 year from date of acceptance by FAA. The Contracting Officer will give written notice of any defect or nonconformance to the Contractor within a reasonable period of time after discovery.

(b) Corrections shall be at no cost to FAA, and any services or materials corrected or re-performed by the Contractor shall be subject to this clause to the same extent as work initially performed.

3.1.7-6 Disclosure of Certain Employee Relationships (July 2009)

(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 names of all former FAA employees, retained by the contractor who were employed by FAA during the two year period immediately prior to the date of:

(i) the award; or

(ii) their retention by the contractor; 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

(End of clause)

3.2.1.5-4 Continuity of Services - Mission Critical Contracts (January 2008)

(a) The contractor recognizes that the supplies and/or services under this contract are critical to FAA and must be continued without interruption during times of National Emergency or Incidents of National Significance. Supplies and/or services to be continued without interruption are:

Flight Planning and third party operational support for the flight inspection mission and other flight programs within the scope of the contract. These aircraft will have to continue both domestic and international operations in the event of a national emergency. These operations may become even more critical in the case of an emergency because these aircraft may be called upon to provide emergency transportation to government personnel and equipment.

(b) National Emergencies or Incidents of National Significance include:

(1) Outbreak of pandemic influenza or infectious disease;

(2) Terrorist attack; and

(3) Natural disaster.

(c) Because the supplies and/or services under this SIR or contract are deemed critical by FAA, the contractor must make every reasonable effort to deliver these supplies and/or services per the contract requirements during times of National Emergency or Incidents of National Significance; however, the presence of this clause does not affect or diminish the Contractor's rights under Default or Termination clauses incorporated into this SIR or contract.

(d) Within 60 days after award, the contractor must submit a Continuity of Contract Performance Plan to the Contracting Officer (CO) for review and acceptance. This plan describes the processes and tools that the contractor will commit to ensure supplies and/or services are delivered as required during times of

National Emergency or Incidents of National Significance. This plan must include the following sections:

(1) Plans and Procedures: Detail the plans and procedures in place that will provide for continued contract performance for supplies and/or services during times of National Emergencies or Incidents of National Significance;

(2) Essential Functions: Record functions that are essential to the continuation of mission critical contract performance;

(3) Delegations of Authority, Planned Order of Succession, and Cross-Training: Procedures in place to ensure personnel are available to make key decisions and perform critical services when primary personnel are unavailable;

(4) Alternate Operating Facilities: When the primary facility is unavailable, detail plans to make available other facilities unaffected by the National Emergency or Incident of National Significance. If contract performance allows, this may include alternatives such as telecommute;

(5) Interoperable and Effective Communications: Identify alternate communication systems if primary systems are unavailable;

(6) Critical Records or Data: Identify plans in place to ensure critical records and data are still available to ensure the integrity of contract performance;

(7) Protection of Human Capital: Identify comprehensive plans to protect the overall health and welfare of the workforce in times of National Emergency or Incidents of National Significance;

(8) Testing and Training of the Plan: Detail comprehensive testing and training of the plan to improve the execution of contract performance in times of National Emergency or Incidents of National Significance;

(9) Devolution of Control and Direction: Identify plans and the ability to transfer authority and responsibility of essential functions from the primary location to other sites and employees; and

(10) Reconstitution and Resuming Normal Operations: Identify procedures and processes to expedite the return of contract performance and operations to their normal state.

(e) The Continuity of Contract Performance Plan must be made available by the contractor to all authorized contractor personnel with a "need-to-know" for review and use during the term of the contract.

(f) The Continuity of Contract Performance Plan must be updated as needed.

3.2.2.3-39 Requirements for Certified Cost or Pricing Data or Other Information -Modifications (July 2010)

(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:

(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 $10,000.00. 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.

(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)

3.2.4-16 Ordering (OCT 2011)

(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 contract. Such orders may be issued from 9/1/2015 through 8/31/2020.

(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 issued by facsimile, email or other electronic commerce methods are considered "issued" when the Government sends the order. Orders may be issued orally only if authorized in the

3.2.4-19 Requirements (Oct 1996)

(a) This is a requirements contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the "Schedule" are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the "Schedule" and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the "Schedule" that are required to be purchased by the Government activity or activities specified in the "Schedule."

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within 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 January 31, 2021.

3.2.4-34 Option to Extend Services (October 2014) 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 the period specified in the Schedule.

3.2.4-35 Option to Extend the Term of the Contract (April 1996)

(a) The Government may extend the term of this contract by written notice to the Contractor no later than the expiration date of the current contract period; provided that the Government shall give 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 provision.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 66 (months)

3.3.1-11 Availability of Funds for the Next Flight Inspection Services Fiscal Year (April 1996)

Funds are not presently available for performance under this contract beyond the current fiscal year. The FAA 's obligation for performance of this contract beyond that date 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 FAA for any payment may arise for performance under this contract beyond the current fiscal year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

3.3.1-33 System for Award Management (August 2012)

(a) Definitions. As used in this clause

"Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

"Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts for the same parent concern.

"Registered in the SAM database" means that the Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the SAM database.

"System for Award Management (SAM) Database" means the primary Government repository for Contractor information required for the conduct of business with the Government.

(b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the…