Attachment_E_-_Additional_Contract_Requirements.pdf

Attachment E – Additional Contract Requirements/Procedures

The Contractor shall comply with the following requirements in the performance of all aspects of the contract, except where explicitly stated otherwise.

1.1 RIGHTS OF THE GOVERNMENT TO PERFORM FUNCTIONS WITH ITS OWN PERSONNEL.

(a) The Government reserves the right to perform or supplement performance of contract functions with Government personnel during periods of disaster, war emergencies, police actions, or acts of God and in the event of a labor strike by the contractor’s employees which impairs the Contractor’s ability to satisfactorily perform the contract.

(b) In such events, the services shall be performed exclusively by Government employees and is not to include non‐striking contractor employees. Under such circumstances, and at the direction of the Contracting Officer, the Contractor agrees to remove its employees from the performance site and not to interfere with Government performance in any manner.

The Contractor further agrees under such circumstances to permit the Government to use any contractor‐furnished property deemed essential by the PCO. The Government shall equitably compensate the contractor for use of such property.

(c) The Contractor shall not be entitled to payment for any performance period or part thereof during which the Government assumes performance. This does not limit the Government’s rights under any other clause of this contract including but not limited to FAR 52.212‐4, “Inspection/Acceptance,” “Termination for Government’s Convenience,” and “Termination for Cause.”

(d) The performance described in (a) above, will not constitute a breach of contract by the

Government within the meaning of FAR 52.212‐4(m), Contract Terms and Conditions‐

Commercial Items.

1.2 CONTINUATION OF SERVICE – CLINS

The Government reserves the right to exercise or not exercise individual CLINs throughout the contract term at the sole discretion of the PCO.

1.3 NEGOTIATION OF CONSIDERATION FOR LATE DELIVERIES

For all late deliveries where the prime or subcontractors contributed substantially to the reason for the late delivery, the Prime Contractor and PCO or ACO shall enter into negotiations for consideration before an extension to the delivery date is granted by the Government. The contracting officer shall obtain and document adequate consideration for changed contract requirements. Consideration may take the form of a contract price adjustment or other means commensurate with the change in requirements such as expedited delivery; product quality improvements; performance improvements;

additional products and services, where legally permissible; improved reliability, maintainability, supportability, producibility or warranty.

1.4 OVER AND ABOVE (O&A) WORK PROCEDURES

Prior to performance pertaining to O&A work on CLINS X810, X811, X812, and X900 through X915, written authorization to proceed must be received from the Administrative Contracting Officer (ACO) or

Procuring Contracting Officer (PCO) in response to a contractor issue work request.

The contractor shall prepare work request proposals with breakouts of all direct and indirect costs for the necessary over and above work CLIN in the format and details described by the ACO, and submit them to the designated Government Contracting Officer's Representative (COR). As a minimum, proposals must be identified to the contract, be serially numbered, and specify impact to the delivery schedule. When applicable to aircraft, they shall be consecutively numbered on separate series for each aircraft (if applicable). Upon request of the ACO, the contractor shall also prepare consolidated work request proposals covering previously approved over and above items. Negotiations for O&A work, to include all required labor, material and subcontractor effort, will be completed prior to commencement of work whenever practicable, but in no case later than the time of completion of 40% of the work. If an O&A CLIN specifies a pre‐definitized fixed price for an item or work scope, that price will be the O&A price.

(a) Fixed Hourly Rate Items: The price negotiated by the ACO shall be based on “hands on” labor hours multiplied by the contract fixed hourly rate. The number of “hands on” labor hours required shall be negotiated between the contractor and the ACO. “Hands on” labor hours to be used in negotiated fixed hourly rate items are restricted to those defined below. The fixed hourly rate includes charges for: “hands on” labor cost; any labor cost not included in the definition of “hands on” labor for which the contractor accounts as direct labor; burdens; general and administrative expenses; and other allowable costs and profit. The fixed hourly rate does not include direct parts and materials.

For the purposes of negotiating prices for the fixed hourly rate items, the “hands on” labor hours to which the fixed hourly rate is applied, are limited to only that labor performed by personnel actually engaged in the direct performance of work required. “Hands on” labor shall not include any labor performed by support of supervisory type personnel, such as, but not limited to: timekeepers, payroll clerks, purchasing, material handling, quality control, storing and issuing personnel. Quality control personnel are considered as those personnel who apply standards to finished work/products to determine that finish production work is serviceable in all respects.

(b) Fixed Material Handling Rate Items: The price negotiated by the ACO shall be based on material proposed multiplied by the contract fixed material handling rate. The material required shall be negotiated between the contractor and the ACO. “Materials” are those parts or materials purchased, supplied, manufactured, or fabricated by the Contractor for the sole purpose of incorporating them into or making them a part of the end products or components thereof covered by this contract. The Material Handling Rate includes charges for: burdens; general and administrative expenses; and other allowable costs and profit.

For pricing of material, the Contractor shall provide support (Purchase Order, Quote, etc.) for the quantity needed. The Contractor shall provide the basis for the material purchase based on the following order of precedence:

1. An open purchase order with deliveries in the year of use.

2. An open purchase order with deliveries in a previous year.

3. A closed purchase order.

4. A quote for the specific material/part.

If the price is based on a closed purchase order or expired quote that is not reflective of the anticipated need for the FY, the contractor will provide price justification or the price may be adjusted to reflect the anticipated need for the FY prior to application of the markup. The specified

CLINs in Section B of the contract that use the material handling rate for O&A tasks shall be multiplied by the material handling rate currently on contract.

The anticipated or negotiated hours, when multiplied by the fixed hourly rate plus any material costs multiplied by the material handling rate, constitute the firm fixed price for the over and above work.

At any time during contract performance, when sufficient data becomes available on a repetitive task being performed in the fixed hourly rate category, either the contractor or Procuring Contracting Officer

(PCO) may request a negotiation to establish a firm‐fixed price (fixed price per event item) for that item for the remaining life of the contract. The ACO shall advise the PCO of all such agreements in order that changes can be incorporated in periodic contract modification(s).

The Contractor shall notify the Government (PCO and ACO) in writing whenever he/she believes that the cost he/she expects to incur within the succeeding thirty (30) days will exceed 75% of the obligated amount for each CLIN. The Contractor shall also notify the Government (PCO and ACO) in writing at any other time he/she expects the costs will be substantially greater or less than the obligated amount. The

Contractor shall not expend effort or costs greater than 100% of the obligated amount on each line item for each contract action. The Government reserves the right to increase or decrease the funds allocated on each CLIN on a unilateral basis by modification to the contract. In no event shall the Contracting

Officer decrease the funds below the amount incurred by the Contractor at the time of the notice of decrease. To the extent the schedule sets forth an amount to cover the estimated cost for a specified item, the Government shall not be obligated to pay the Contractor any amount in excess of the amount set forth in the schedule.

1.5 PAYMENTS FOR TRAVEL AND PER DIEM

The following travel and per diem requirement is only applicable to individual travel requirements identified by the Government. This includes, but is not limited to, travel to support Aircraft on Ground events, deployments, and unique over and above situations. Program Management Review travel shall be incorporated in the applicable Program Management CLINs as stated in PWS paragraph 3.2.4.

Any payment for travel and per diem cost in support of the C‐20/C‐37 Contractor Logistics Support mission requirement for which a contractor is entitled to be paid, shall be made upon the submission of properly certified invoices, supported by such other evidence as required by the Administrative Contracting Officer (ACO), covering expenditures for which payment is sought. The contractor shall maintain costs within the per diem rates, and the definitions of and guidance for allowable lodging, meals, and incidental expenses as detailed below wherever possible.

(a) Costs for transportation, lodging, meals, and incidental expenses.

(1) Costs incurred by contractor personnel on official company business are allowable, subject to the limitations contained in this subsection. Costs for transportation may be based on mileage rates, actual costs incurred, or on a combination thereof, provided the method used results in a reasonable charge. Costs for lodging, meals, and incidental expenses may be based on per diem, actual expenses, or a combination thereof, provided the method used results in a reasonable charge.

(2) Except as provided in subparagraph (a)(3) of this subsection, costs incurred for lodging, meals, and incidental expenses (as defined in the regulations cited in (a)(2)(i) through (iii) of this subparagraph) shall be considered to be reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the ‐‐

(i) Federal Travel Regulations, prescribed by the General Services Administration, for travel in the contiguous United States, available on a subscription basis from the ‐‐ Superintendent of Documents U.S. Government Printing Office Washington, DC 20402 Stock No. 922‐002‐00000‐2;

(ii) Joint Travel Regulation, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense, for travel in Alaska, Hawaii, and outlying areas of the United States, available on a subscription basis from the ‐‐ Superintendent of Documents U.S. Government Printing Office Washington, DC 20402 Stock No. 908‐010‐00000‐1; or

(iii) Standardized Regulations (Government Civilians, Foreign Areas), Section 925, “Maximum Travel Per Diem Allowances for Foreign Areas,” prescribed by the Department of State, for travel in areas not covered in (a)(2)(i) and (ii) of this subparagraph, available on a subscription basis from the ‐‐ Superintendent of Documents U.S. Government Printing Office Washington, DC 20402 Stock No. 744‐008‐00000‐0.

(3) In special or unusual situations, actual costs in excess of the above‐referenced maximum per diem rates are allowable provided that such amounts do not exceed the higher amounts authorized for Federal civilian employees as permitted in the regulations referenced in (a)(2)(i), (ii), or (iii) of this subsection. For such higher amounts to be allowable, all of the following conditions must be met:

(i) One of the conditions warranting approval of the actual expense method, as set forth in the regulations referenced in paragraphs (a)(2)(i), (ii), or (iii) of this subsection, must exist.

(ii) A written justification for use of the higher amounts must be approved by an officer of the contractor’s organization or designee to ensure that the authority is properly administered and controlled to prevent abuse.

(iii) If it becomes necessary to exercise the authority to use the higher actual expense method repetitively or on a continuing basis in a particular area, the contractor must obtain advance approval from the contracting officer.

(iv) Documentation to support actual costs incurred shall be in accordance with the contractor’s established practices, subject to paragraph (a)(7) of this subsection, and provided that a receipt is required for each expenditure of $75.00 or more. The approved justification required by paragraph (a)(3)(ii) and, if applicable, paragraph (a)(3)(iii) of this subsection must be retained.

(4) Paragraphs (a)(2) and (a)(3) of this subsection do not incorporate the regulations cited in subdivisions (a)(2)(i), (ii), and (iii) of this subsection in their entirety. Only the maximum per diem rates, the definitions of lodging, meals, and incidental expenses, and the regulatory coverage dealing with special or unusual situations are incorporated herein.

(5) An advance agreement (see 31.109) with respect to compliance with subparagraphs (a)(2) and (a)(3) of this subsection may be useful and desirable.

(6) The maximum per diem rates referenced in subparagraph (a)(2) of this subsection generally would not constitute a reasonable daily charge ‐‐

(i) When no lodging costs are incurred; and/or

(ii) On partial travel days (e.g., day of departure and return). Appropriate downward adjustments from the maximum per diem rates would normally be required under these circumstances. While these adjustments need not be calculated in accordance with the Federal Travel Regulation or Joint Travel Regulations, they must result in a reasonable charge.

(7) Costs shall be allowable only if the following information is documented ‐‐

(i) Date and place (city, town, or other similar designation) of the expenses;

(ii) Purpose of the trip; and

(iii) Name of person on trip and that person’s title or relationship to the contractor.

(b) Airfare costs in excess of the lowest priced airfare available to the contractor during normal business hours are unallowable except when such accommodations require circuitous routing, require travel during unreasonable hours, excessively prolong travel, result in increased cost that would offset transportation savings, are not reasonably adequate for the physical or medical needs of the traveler, or are not reasonably available to meet mission requirements. However, in order for airfare costs in excess of the above standard airfare to be allowable, the applicable condition(s) set forth above must be documented and justified.

(c)

(1) “Cost of travel by contractor‐owned, ‐leased, or ‐chartered aircraft,” as used in this paragraph, includes the cost of lease, charter, operation (including personnel), maintenance, depreciation, insurance, and other related costs.

(2) The costs of travel by contractor‐owned, ‐leased, or ‐chartered aircraft are limited to the allowable airfare described in paragraph (b) of this subsection for the flight destination unless travel by such aircraft is specifically required by contract specification, term, or condition, or a higher amount is approved by the contracting officer. A higher amount may be agreed to when one or more of the circumstances for justifying higher than allowable airfare listed in paragraph

(b) of this subsection are applicable, or when an advance agreement under subparagraph (c)(3) of this subsection has been executed. In all cases, travel by contractor‐owned, ‐leased, or ‐ chartered aircraft must be fully documented and justified. For each contractor‐owned, ‐leased, or ‐chartered aircraft used for any business purpose which is charged or allocated, directly or indirectly, to a Government contract, the contractor must maintain and make available manifest/logs for all flights on such company aircraft. As a minimum, the manifest/log shall indicate ‐‐

(i) Date, time, and points of departure;

(ii) Destination, date, and time of arrival;

(iii) Name of each passenger and relationship to the contractor;

(iv) Authorization for trip; and

(v) Purpose of trip.

(3) Where an advance agreement is proposed (see 31.109), consideration may be given to the following:

(i) Whether scheduled commercial airlines or other suitable, less costly, travel facilities are available at reasonable times, with reasonable frequency, and serve the required destinations conveniently.

(ii) Whether increased flexibility in scheduling results in time savings and more effective use of personnel that would outweigh additional travel costs.

(d) Costs of contractor‐owned or ‐leased automobiles, as used in this paragraph, include the costs of lease, operation (including personnel), maintenance, depreciation, insurance, etc. These costs are allowable, if reasonable, to the extent that the automobiles are used for company business. That portion of the cost of company‐furnished automobiles that relates to personal use by employees (including transportation to and from work) is compensation for personal services and is unallowable in accordance with the Federal Acquisition Regulations.

After a finding by the PCO/ACO of reasonableness as guided by FAR 31‐205‐46, travel expenses shall be reimbursed at actual cost (any overheads, subcontractor costs/add‐ons, bulks, fees, or profit shall not be paid on travel costs). Any additional costs added to travel shall be approved in advance by the

PCO/ACO.

1.6 BASE SUPPORT

The Government shall provide base‐support as specified in the attached individual Base Support

Agreements and may differ from base to base. All Government property provided to the Contractor under such Base Support Agreements shall be used and managed in accordance with the Government

Property Clauses incorporated herein.

The Contractor agrees to immediately report to the PCO any inadequacies, defective Government‐

Furnished Property (GFP), or non‐availability of support stipulated by the contract schedule, together with a recommended plan for obtaining the required support. The Government agrees to determine, within 10 workdays, the validity and extent of the involved requirement and the method by which it shall be satisfied. Facilities shall not be purchased. Additionally, the Contractor shall not purchase or otherwise furnish any base support requirement specified in the Base Support Agreement, without prior written approval of the PCO specifying price, terms, and conditions of the proposed purchase, or approval of other arrangements.

Unless otherwise specifically stipulated in the contract schedule, support shall be provided on a no‐ charge‐for‐use basis and the value shall be a part of the Government‘s contract consideration.

1.7 FUNDING FOR FLYING HOURS

(a) For X500 – X599 , the contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of this CLIN for the convenience of the Government, equals to the amount obligated. Beyond that point the contractor is not obligated to perform any work. The contractor shall promptly notify the

Procurement Contracting Officer (PCO) within 30 days of reaching the above limit. Under no circumstances will the contractor be reimbursed for any work for which payment would exceed the amount obligated.

(b) The Government reserves the right to increase or decrease the funds allotted herein for CLINs X500

– X599 on a unilateral basis by contract modification. Under no circumstances will the Contracting

Officer decrease the funds below the amount incurred by the Contractor at the time of the notice of decrease.

1.8 DELAY OF AIRCRAFT INPUT

If, for any reason, the output of aircraft from maintenance/modification is delayed beyond the scheduled period for delivery, the Government reserves the right to delay scheduled input of corresponding model/type aircraft at no change in cost or performance under the contract. This does not preclude the Government from seeking additional consideration for delinquent deliveries or taking other appropriate action in accordance with PWS requirements or contract clauses. In such case, the

Contracting Officer shall issue a contract modification changing scheduled input and output months, but preserving the original contract flow days for the specific aircraft model/type.

1.9 CHANGES IN AIRCRAFT FLEET, QUANTITY, LOCATION, OR WORK

It is expected that work not yet specified and/or changed work procedures, specifications, location, aircraft quantity, or aircraft type, shall be incorporated throughout the performance of the contract.

The Contractor shall perform such added or changed work under line items currently provided in the contract or added to the contract at a later date. If such change would result in an increase or decrease of cost under this contract, an appropriate increase or decrease of the contract price shall be negotiated and evidenced by a supplemental agreement to this contract.

1.10 REMEDIES FOR BREACH BY THE GOVERNMENT

Contractor’s sole and exclusive remedy for breach by the Government shall be termination for convenience damages, task order proposal preparation costs, task order award and/or reinstatement, if deemed feasible by the Government in its sole discretion. In no event shall the Government be liable to the Contractor for expectancy damages, including but not limited to lost profits, or consequential damages resulting from breach of this contract.