08R0003-Draft.pdf

SOLICITATION NO: HTC711-08-R-0003

CONTRACT NO: HTC711-08-D-____

CONTINUATION OF SF1449

(BLOCKS 10-24)

1. Continuation of Block 10. This acquisition is subject to the authority for using other than full and open competition in accordance with 10 USC2304(c)(3) – Industrial Mobilization.

2. Continuation of Block 18b. All invoices will be submitted using Wide Area Work Flow – Receipt and Acceptance WAWF-RA in accordance with DFARS 252.232-7003 Electronic Submission of Payment Requests (page 16) and the Routing Sheet, Attachment 3. When invoicing the Reimbursable CLINS, round the amounts to the nearest whole dollar.

3. Continuation of Blocks 19 – 24. Performance of this contract shall begin 1 Oct 08, or date of award if subsequent thereto. It shall continue through 30 Sep 09 unless terminated or canceled sooner under the provisions of this contract or unless extended pursuant to FAR 52.217-8.

4. EXPANSION PEACETIME AIRLIFT SERVICES ENTITLEMENT BY CATEGORY

Long Range Narrow Body Wide Body (90 Ton) Wide Body (< 90 Ton)

CAT B CARGO TBD TBD TBD

CAT B COMBI TBD TBD

CAT B PASSENGER TBD TBD

Passenger Cargo

SHORT RANGE TBD TBD

5. MINIMUM GUARANTEE

a. The total minimum guarantee to be awarded under this contract will be those fixed award dollars negotiated and awarded under CLINS 0066 – 0097 for Category B Airlift Services. When circumstances so dictate, the minimum may be satisfied by a combination of fixed and expansion award dollars (CLINS 0036 – 0065).

b. For those contracts awarded for expansion only, the minimum guarantee will be to attend the Mobilization Representative (MOBREP) Conference. This minimum will be satisfied as a reimbursable under CLIN 0001AB.

6. PRICING

a. CLIN 0001AA shall be priced as follows:

(1) CLIN 0001AA. Fuel Adjustments and Other Reimbursable Costs. The following additional charges are not included in the Uniform Rate which may be recognized under the terms of this contract: Transportation Tax; Head Tax; Custom Charges as outlined in 19 USC 58c; Immigration Charges as outlined in 8 USC 1356(d); Animal and Plant Health Inspection Service Fee as outlined in 7 CFR Part 354 (passenger fee only); Excess Baggage; Federal Inspection Station Fee, Eurocontrol, Demurrage or other reimbursables not specifically noted. Demurrage will be paid on completed cargo missions when departure is delayed over 3 hours beyond scheduled block time and the delay is Government controlled (See the clause entitled, “GOVERNMENT CONTROLLABLE DELAYS - CARGO (DEMURRAGE”). Payment of delays of fractions of an hour will be calculated using normal rounding procedures, i.e., 29 minutes or less will be dropped, 30 minutes or more will be rounded to the next whole hour. Charges are as follows:

Large Per Hour Medium Per Hour Small Per Hour

(a) B747 -- $ 1470 (a) A-300-600ER -- $ 1950 (a) B-727-100 -- $1057

(b) MD-11F -- $ 1405 (b) A-300-400(F) -- $ 1912 (b) B-727-200 -- $1292

(c) MD-11C -- $ 1340 (c) B767-200F -- $ 1836 (c) L-100 -- $ 500

(d) DC-10-30/40 -- $ 1225 (d) DC-8-63/71-73F -- $ 1721

(e) DC10-10F -- $ 1144 (e) DC-8-61/62 -- $ 1499

(f) L-1011-50/10 -- $ 980 (f) DC-8-50 -- $ 1396

(2) Fuel Adjustments. The prices are subject to adjustment for variances in fuel prices as set forth in the USTRANSCOM Final Fiscal Year 2009 Uniform Negotiated Rates and Rules, hereafter referred to as “Rates and Rules”, and Attachment 1, Appendix 3, paragraph 16 of the Performance Work Statement (PWS

(3) Other costs not specifically noted above may be allowed as reimbursable, if determined appropriate and authorized by the Contracting Officer prior to the contractor incurring the cost.

b. CLIN 0001AB. MOBREP Conference. The government will reimburse the contractor for food, travel, and lodging expenses incurred as a result of carrier representatives attending the MOBREP Conference.

Reimbursement for food, lodging and travel will be consistent with the Joint Travel Regulation (JTR). Other costs may be allowed as reimbursable, if determined appropriate and authorized in advance by the Contracting Officer prior to the contractor incurring the costs.

c. CLIN 0002. Contingency Alert. CLIN 0002 is priced as a NOT-TO-EXCEED amount which the Contractor shall not exceed without the Contracting Officer’s prior concurrence. The intent of this provision is to fairly compensate for services performed which will not be compensated through the award of a mission. The Contractor shall submit complete documentation to support all costs identified on their invoice for services performed. The Contracting Officer will evaluate the Contractor’s submission for reasonableness, allowability, and allocability consistent with the Federal Acquisition Regulation (FAR) and negotiate with the Contractor as needed. Potential loss of revenue from commercial business is not an allowable cost. (See Section 4, para 4.25 of the PWS.)

d. CLINs 0003-0035. CRAF Activation, shall be priced as follows:

(1) Prices for airlift services during Civil Reserve Air Fleet (CRAF) activation, Stage I, II and III and during United States Transportation Command (USTRANSCOM) Commander-determined periods (where volunteered airlift is used in lieu of CRAF activated airlift) shall be determined in the same manner as for the fixed award CLINs, except that one-way cargo and passenger missions will be priced as a percentage of the round trip rate (identified as CRAF Contingency rate), in the Rates and Rules. The price for Aeromedical evacuation airlift shall be determined IAW the Rates and Rules and Appendix 5, paragraph 6.0 of the PWS.

(2) For long-range international aircraft called up (See the PWS, Appendix 5, para 2.5) under CRAF activation

Stages I, II or III, there will be a guaranteed average daily utilization of 8 hours flight time. If an aircraft fails to achieve the guaranteed utilization, the Contractor will be entitled to additional compensation due to under utilization.

(a) The contractor shall provide documentation supporting its request for compensation due to under utilization. Contractor may report to AMC at the end of each month, at the end of the contract period or upon CRAF deactivation, total hours flown for each called up aircraft, (or substituted aircraft), the number of Contractor controllable delays, hours flown in commercial service, and hours flown in AMC service. Compensation for under utilization will be accomplished at the end of the contract period or upon CRAF deactivation, whichever comes first.

Contractors must provide cost data to determine the rate 30 days after contract period or CRAF deactivation.

(b) The equation for computing compensation for under utilization is:

(Guaranteed Hours - actual hours) X 500 mph X Aircraft Cabin Load (ACL) X roundtrip rate (See 3.

below) = compensation

1. Flight time (actual hours) shall include all revenue hours including paid ferry and any commercial flights operated during the CRAF activation.

2. Actual hours will be increased by 8 hours for each time an aircraft is unavailable to the Government for Contractor controllable reasons. (i.e.: maintenance or lack of sufficient crew).

3. The rate will be based on the round trip rate in the USTRANSCOM Negotiated Uniform Rate minus any costs not expected to be incurred (i.e., fuel, meals, maintenance).

4. The underutilized hours will be converted to miles using an average speed of 500 mph.

EXAMPLE:

(i) Tail number N123 with an ACL of 326 PAX is activated on the 5th of the month.

(ii) The aircraft operated for 100 flight hours for the remainder of the month including 10 commercial hours.

(iii) Guaranteed utilization = 240 hours (30 days x 8 hours)

(iv) Actual utilization = 100 hours

(v) Underutilized hours = 140 hours

(vi) 140 hours x 500 mph = 70,000 miles x 326 ACL = 22,820,000 seat miles x .045 (actual rate to be determined) = $1,026,900 compensation earned for the month.

(c) Additionally, should the long-range international aircraft called up, as defined in Appendix 5, para 2.5 of the PWS, not be required for the 30-day minimum guaranteed utilization period or not be required for all or a portion of the 15 days between notification and official release from call up, the Contractor will be compensated for under utilization at an amount not to exceed that calculated as provided in paragraph (2)(b) above. Contractors are obligated to make their best efforts to obtain commercial business to minimize Government costs.

(3) Prices paid for airlift called up under all CRAF activation Stages may be adjusted by negotiation between the Contractor and the Government pursuant to the procedures in the CHANGES clause. The Memorandum of Understanding (MOU) between the Contractor and USTRANSCOM shall serve as the guideline for establishing prices and adjustments thereto. In establishing such prices, it shall be presumed, unless the Contractor presents evidence establishing that an adjustment to the rate of compensation is appropriate, that prices computed in accordance with the Rates and Rules applied to the mileage set forth in Commercial Operations Integrated System (COINS) for the shortest route over which the type of aircraft involved operated, constitutes equitable prices for such services. For the purpose of circumnavigating countries which will not grant overflight clearances, peacetime and wartime missions which operate the segments listed in paragraph e(2) below, will be paid according to the special miles listed therein instead of the mileage calculated by COINS. Consideration will be given, but not limited to, evidence so presented by the Contractor for aircraft called up which reflect reasonable incurred cost outside the peacetime rate associated with call-up aircraft under CRAF activation. Examples of such costs are:

(a) Additional per diem expenses incurred to relocate personnel required to assist in the flow of CRAF activated aircraft.

(b) Additional security expenses for the safety of aircraft and crew.

(4) Vectoring. Vectoring is a change from the contracted route due to specific military conditions in the mission operating environment which requires a deviation from the contracted route. If conditions require vectoring during CRAF activation or periods where volunteered airlift are used in lieu of CRAF activated airlift, the Contracting Officer will issue a change order in accordance with the CHANGES clause. The change order will provide the area, times, etc., for which vectoring will be recognized as a changed condition. A change order authorizes submission of requests for price adjustments. To expedite adjustments, periodic submissions are encouraged. The Contractor should document and support the baseline from which adjustment is requested in addition to substantiation of the amount of the equitable adjustment in any request submitted to the Contracting Officer.

e. CLINs for the fixed and expansion requirements shall be priced as follows:

(1) Airlift services shall be paid at the price established for each SUBCLIN. Such price shall be determined in accordance with the Rates and Rules incorporated by reference for International Long- and Short-Range Commercial Augmentation (see paragraphs e(2), e(3), and e(4) of the clause titled “PRICING” for exceptions).

USTRANSCOM will continue to conduct an annual rate review in accordance with the MOU between the Contractors and USTRANSCOM. Mileages will be determined in accordance with the COINS. If the contractor is unable to fly the shortest route between two locations, they must submit flight plans for approval of any additional miles prior to award. The additional mileage will be mutually agreed to by the Contractor and Contracting Officer.

The Contracting Officer may also pre-approve extraordinary insurance costs applicable to a pending mission when in the best interest of the Government.

(2) Special Miles:

In performance of certain airlift missions, Contractors will be required to circumnavigate countries which will not grant overflight clearances, either during peacetime or wartime. In those instances, special miles will be paid.

For the routings listed below, the special miles as indicated following each route will be paid to circumnavigate Cuba or Nicaragua. Additional routings requiring payment of special miles may be added to this contract as needed.

KCHS-MHSC 1483 MPTO-MHSC 795 KCHS-SKBO 2059

KCHS-MHTG 1486 MPTO-MHTG 806 KCHS-MKJS 1405

KCHS-MPTO (via MMCZ) 1888 MPTO-MSSS 739

KCHS-MSSS 1487 KNGU-MKJP 1580

KCHS-MKJP 1321 EDDN-LYPR 250

On missions into and out of Guantanamo Bay, Cuba (MUGM), 198 miles will be added for circumnavigation of Cuba.

(3) When requirements exceed the Maximum Standard Payloads as set forth in Appendix A of the Rates and Rules, the Government will pay the incremental passenger movement rate identified in Appendix A of the Rates and Rules. The Contracting Officer may elect to pay the appropriate rate from the Rates and Rules. Ferry on SAAMs or Exercises will not be paid for any additional seats purchased at the incremental passenger movement rate.

(4) When the Government requires airlift services for Outsized Cargo (reference the PWS, Section 1, paragraph

1.3.16. and 1.3.17.) or service in areas where the operations of US-certificated carriers are restricted, the rates in the Rates and Rules will not apply. Miles flown in performance of these types of missions are not subject to fuel adjustment procedures. Outsized cargo requirements are competed and award is made to the lowest price offered which meets mission requirements. If only one offer is received, determination is made of price fair and reasonableness. Additional costs, identified prior to award, may be reimbursed upon receipt and approval of Contractor invoices. Requirements for service into areas where the operations of US-certificated air carriers are restricted are competed on an annual basis and award is made to the lowest price offered which meets mission requirements. If only one offer is received, determination is made of price fair and reasonableness. Additional costs, identified prior to award, may be reimbursed upon receipt and approval of Contractor invoices.

f. CLIN 0098. Aeromedical Evacuation Testing and Training. The government will negotiate price and services prior to performance in accordance with the PWS, Section 1 paragraph 1.5.1.

g. The Government shall also have the right, at its sole option, to order other airlift service under the contract in accordance with and at the rate specified by the Contractor for service to the public which will, in the judgment of the Contracting Officer, meet the Government needs. In addition, the Government may, for airlift service not covered by the Rates and Rules, establish rates by negotiation.

h. Passenger Processing Services at Seattle-Tacoma International Airport in accordance with the PWS, Section 1, paragraph 1.1.2.3.2. Reimbursement shall be in accordance with the Rates and Rules.

SUBJECT: Schedule of Supplies and Services

The Schedule of Supplies and Services, pages 5 through 38, was e-mailed to all carriers in conjunction with the release of the solicitation. If you did not receive them, please contact Lucy Hitsman (email lucy.hitsman@amc.af.mil) or John Carlson (email John.Carlson@scott.af.mil) at 618-229-4796

CONTRACT CLAUSES INCORPORATED BY REFERENCE AND IN FULL TEXT

1. CLAUSES INCORPORATED BY REFERENCE

FAR

NUMBER

CLAUSE TITLE

DATE

52.203-12 Limitation on Payments to Influence Certain Federal Transactions Sep 2007 52.204-2 Security Requirements Aug 1996 52.204-4 Printed or Copied Double-Sided on Recycled Paper Aug 2000 52.209-6 Protecting the Government’s Interest when Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment Sep 2006

52.212-4 Contract Terms and Conditions -- Commercial Items Feb 2007 52.215-16 Facilities Capital Cost of Money Jun 2003 52.216-18 Ordering

The blank in para (a), line 5 is completed as follows:

1 Oct 08 through 30 Sep 09

Oct 1995

52.216-19 Order Limitations The blanks are completed as follows:

Para (a), line 2 $1,250 (least amount of MOBREP funding) Para (b)(1) $4,000,000 (max single route value) Para (b)(2) $150,000,000 (max task order amount) Para (b)(3) 5 days Para (d), line 3 5 days

Oct 1995

52.216-22 Indefinite Quantity The blank in para (d), last line is completed as follows:

30 Sep 2009

Oct 1995

52.222-1 Notice To The Government Of Labor Disputes Feb 1997 52.222-29 Notification of Visa Denial Jun 2003 52.224-1 Privacy Act Notification Apr 1984 52.224-2 Privacy Act Apr 1984 52.227-1 Authorization and Consent Dec 2007 52.227-2 Notice and Assistance Regarding Patient and Copyright Infringement Dec 2007 52.228-3 Workers’ Compensation Insurance (Defense Base Act) Apr 1984 52.228-4 Workers’ Compensation and War-Hazard Insurance Overseas Apr 1984 52.228-5 Insurance - Work On A Government Installation Jan 1997 52.229-6 Taxes—Foreign Fixed-Price Contracts Jun 2003 52.232-4 Payments Under Transportation Contracts and Transportation-Related

Services Contracts Apr 1984

52.232-17 Interest Jun 1996 52.232-18 Availability Of Funds Apr 1984 52.237-2 Protection of Government Buildings, Equipment and Vegetation Apr 1984 52.242-13 Bankruptcy Jul 1995 52.244-6 Subcontracts for Commercial Items Mar 2007 52.245-1 Alt I Government Property (Jun 2007) Alternate I Jun 2007 52.245-9 Use and Charges Jun 2007 52.246-4 Inspection of Services—Fixed Price Aug 1996 52.246-25 Limitation of Liability – Services Feb 1997 52.247-5 Familiarization with Conditions Apr 1984 52.247-12 Supervision, Labor or Materials Apr 1984 52.247-21 Contractor Liability for Personal Injury and/or Property Damage Apr 1984 52.252-2 Clauses Incorporated By Reference Feb 1998 52.252-6 Authorized Deviations in Clauses Apr 1984

DEFENSE

FAR SUP

252.201-7000 Contracting Officer’s Representative Dec 1991 252.203-7002 Display of DOD Hotline Poster Dec 1991 252.204-7000 Disclosure of Information Dec 1991 252.204-7003 Control of Government Personnel Work Product Apr 1992 252.204-7005 Oral Attestation of Security Responsibilities Nov 2001 252.222-7000 Restrictions on Employment of Personnel

The blank is para (a), line 2 is completed as follows:

HAWAII/ALASKA

Mar 2000

252.223-7002 Safety Precautions for Ammunition and Explosives May 1994 252.223-7003 Change in Place of Performance-Ammunition and Explosives Dec 1991 252.223-7004 Drug-Free Work Force Sep 1988 252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials Apr 1993 252.225-7031 Secondary Arab Boycott of Israel Jun 2005 252.225-7042 Authorization to Perform Apr 2003 252.225-7043 Antiterrorism/Force Protection Policy for Defense Contractors Outside the

United States The blank in paragraph (d) is completed as follows:

HQ AFSFC/SPFA Commercial: (210) 925-7035

Mar 2006

252.232-7010 Levies on Contract Payments Dec 2006 252.243-7001 Pricing of Contract Modifications Dec 1991 252.246-7000 Material Inspection and Receiving Report Jan 2008

USTRANSCOM

FAR SUP

5552.204-9000 Notification of Government Security Activity and Visitor Group Security

Agreements Apr 2007

5552.223-9001 Health and Safety on Government Installations Apr 2007 5552.247-9000 Air Safety Apr 2007 5552.247-9001 Requirement for Authorization to Engage in Air Transportation (Apr 2007)

(Alternate II) Apr 2007

5552.247-9002 Contractor’s Failure to Provide Service (Apr 2007) (Alternate II) Apr 2007

2. ADDENDUM TO FAR 52.212-4–CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS

(FEB 2007)

Paragraph (a) entitled “Inspection/Acceptance” is tailored to read:

An authorized Government representative will accomplish government inspection and acceptance of services under this contract at the aerial port of debarkation (APOD). The AMC Form 8 shall be completed for each passenger mission performed under this contract and used to verify services rendered for acceptance. The Global Decision Support System (GDSS) will be used to verify services rendered for all missions.

HQ AMC reserves the right to inspect, conduct onsite capability surveys, perform ramp inspections, conduct flight-deck observation flights, and initiate performance evaluations of the Contractor during all phases of this contract.

Paragraph (c) entitled “Changes” is tailored to read:

(1) Unless otherwise stated in the contract, changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(2) The Contracting Officer may unilaterally cancel an occasional mission, provided notification is given the

Contractor. Any verbal notification will be confirmed in writing. Large-scale cancellations or long term reduction of requirements will not normally be covered by this paragraph. Any reference to days in this clause means a continuous 24-hour period. All “days” in this clause refer to “calendar days.”

(a) A cancellation charge will be paid on missions canceled with notification given within the time frames noted below. Times are all prior to scheduled departure. The cancellation charge will be applied to the trip price for the route segment only (ferry, stop charges, Eurocontrol surcharge or any other additional charges will not be included). Cancellation charges will not apply to missions terminated or canceled due to weather situations beyond the control of the Contractor or the Government. The charges are as follows:

(1) Seven days or less: Passenger and Combi – 31.8%, Cargo – 31.6%

(2) 8 to 14 days: Passenger and Combi – 19.8%, Cargo – 21.2%

(3) 15 to 30 days: Passenger and Combi – 11.3%, Cargo – 10.2%

(4) 31 to 45 days: Passenger and Combi – 7% 31 to 75 days: Cargo – 7%

(5) Beyond 45 days: Passenger and Combi – 0% Beyond 75 days: Cargo – 0%

(b) Missions awarded less than 14 days prior to the operating date and subsequently canceled will be paid a cancellation charge of 19.8% for passenger and combi and 21.2 % for cargo.

(c) Missions awarded less than 5 days prior to the operating date and subsequently canceled will not be paid a percentage cancellation charge. The Contractor shall submit actual incurred mission costs for reimbursement consideration.

(d) Contractor may elect to accept replacement missions in lieu of a cancellation charge.

(e) No Cost Cancellations

(1) The Government will accrue one no-cost cancellation per quarter (beginning Oct, Jan, Apr, and Jul) from all Contractors (in the event of a teaming arrangement, each individual member of the team) who have operated 30 or more missions during the previous quarter (Oct will be based on missions from the previous contract). These no-cost cancellations may be applied to either fixed or expansion buys.

(2) No-cost cancellations may be used by the Government in lieu of paying a cancellation charge for missions canceled with at least 7 days notice and can be used at any time during the contract periods. If a mission is canceled with less than 7 days notice, the application of a no-cost cancellation is subject to mutual agreement.

(3) No-cost cancellations will not be carried over from the current contract to the next contract.

Paragraph (f) entitled “Excusable delays” is tailored to read:

The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, third-party strikes, and unusually severe weather. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

Paragraph (k) entitled “Taxes” is tailored to read:

The contract price includes all applicable Federal, State, and local taxes and duties except for Transportation Tax; Head Tax; Custom Charges as outlined in 19 USC 58c; Immigration Charges as outlined in 8 USC 1356(d); and the Animal and Plant Health Inspection Service Fee as outlined in 7 CFR Part 354 (passenger fee only).

3. FAR 52.212-5 – CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (DEC 2007)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer shall check as appropriate.] X___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).

___ (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999)(15 U.S.C. 657a).

___ (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jul 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (4) [Reserved] ___ (5) (i) 52.219-6, Notice of Total Small Business Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-6.

___ (iii) Alternate II (Mar 2004) of 52.219-6.

___ (6) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003)(15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

X___ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

X___ (8) (i) 52.219-9, Small Business Subcontracting Plan (Nov 2007)(15 U.S.C. 637 (d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

X___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (9) 52.219-14, Limitations on Subcontracting (Dec 1996)(15 U.S.C. 637(a)(14)).

X___ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999)(15 U.S.C. 637(d)(4)(F)(i)).

___ (11) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Sep 2005)(10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

___ (12) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Oct 1999)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (13) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

___ (15) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C. 632(a)(2)).

X___ (16) 52.222-3, Convict Labor (June 2003)(E.O. 11755).

___ (17) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Aug 2007) (E.O. 13126).

X___ (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X___ (19) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

X___ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

X___ (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)(29 U.S.C. 793).

X___ (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

X___ (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

X___ (24) (i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).

___ (ii) Alternate I (Aug 2007) of 52.222-50.

___ (25) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Aug 2000)(42 U.S.C. 6962(c)(3)(A)(ii)).

___ (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

___ (26) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (27) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

___ (ii) Alternate I (Dec 2007) of 52.223-16.

___ (28) 52.225-1, Buy American Act--Supplies (June 2003)(41 U.S.C. 10a-10d).

___ (29) (i) 52.225-3, Buy American Act –Free Trade Agreements – Israeli Trade Act (Aug 2007) (41 U.S.C. 10a- 10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78, 108-286, and 109-169).

___ (ii) Alternate I (Jan 2004) of 52.225-3.

___ (iii) Alternate II (Jan 2004) of 52.225-3.

___ (30) 52.225-5, Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X___ (31) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (32) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (33) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.

5150).

___ (34) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___ (35) 52.232.30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

X___ (36) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct. 2003)(31 U.S.C. 3332).

___ (37) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999)(31 U.S.C. 3332).

___ (38) 52.232-36, Payment by Third Party (May 1999)(31 U.S.C. 3332).

___ (39) 52.239-1, Privacy or Security Safeguards (Aug 1996)(5 U.S.C. 552a).

___ (40) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)(46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] X___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007)(41 U.S.C. 351, et seq.).

X___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Nov 2006)(29 U.S.C.206 and 41 U.S.C. 351, et seq.).

X___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Feb 2002)(29 U.S.C.

206 and 41 U.S.C. 351, et seq.).

___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-- Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

X___ (7) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007)(31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph

(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.219-8, Utilization of Small Business Concerns (May 2004)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998)(29 U.S.C. 793).

(v) 52.222-39, Notification of Employee rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O.

13201).

(vi) 52.222-41, Service Contract Act of 1965, (Nov 2007), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)

(vii) 52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

(viii) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-- Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(x) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

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

The Government may require continued performance of services for a maximum of six (6) months and the USTRANSCOM Uniform Rate for FY09 shall apply. In the event the Government exercises this option, prices shall be determined in accordance with the clause titled “PRICING”. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed six (6) months. The Contracting Officer may exercise the option by written notice to the Contractor not later than 15 days prior to expiration of the contract.

5. FAR 55.222.42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This Statement is for Information Only:

It is not a Wage Determination

Employee Class Monetary Wage -- Fringe Benefits To Be Determined

6. FAR 52.223-11 OZONE-DEPLETING SUBSTANCES (MAY 2001)

(a) Definition. “Ozone-depleting substance,” as used in this clause, means any substance the Environmental Protection Agency designates in 40 CFR Part 82 as--

(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or

(2) Class II , including, but not limited to hydrochlorofluorocarbons.

(b) The Contractor shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d) and 40 CFR Part 82, Subpart E, as follows:

Warning

Contains (or manufactured with, if applicable) *_______, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.

* The Contractor shall insert the name of the substance(s).

7. FAR 52.250-1 INDEMNIFICATION UNDER PUBLIC LAW 85-804 (APR 1984)

a. "Contractor's principal officials," as used in this clause, means directors, officers, managers, superintendents, or other representatives supervising or directing--

(1) All or substantially all of the Contractor's business;

(2) All or substantially all of the Contractor's operations at any one plant or separate location in which this contract is being performed; or

(3) A separate and complete major industrial operation in connection with the performance of this contract.

b. Under Public Law 85-804 (50 U.S.C. 1431-1435) and Executive Order 10789, as amended, and regardless of any other provisions of this contract, the Government shall, subject to the limitations contained in the other paragraphs of this clause, indemnify the Contractor against--

(1) Claims (including reasonable expenses of litigation or settlement) by third persons (including employees of the Contractor) for death; personal injury; or loss of, damage to, or loss of use of property;

(2) Loss of, damage to, or loss of use of Contractor property, excluding loss of profit; and

(3) Loss of, damage to, or loss of use of Government property, excluding loss of profit.

c. This indemnification applies only to the extent that the claim, loss, or damage

(1) arises out of or results from a risk defined in this contract as unusually hazardous or nuclear and

(2) is not compensated for by insurance or otherwise.

Any such claim, loss, or damage, to the extent that it is within the deductible amounts of the Contractor's insurance, is not covered under this clause. If insurance coverage or other financial protection in effect on the date the approving official authorizes use of this clause is reduced, the Government's liability under this clause shall not increase as a result.

d. When the claim, loss, or damage is caused by willful misconduct or lack of good faith on the part of any of the Contractor's principal officials, the Contractor shall not be indemnified for--

(1) Government claims against the Contractor (other than those arising through subrogation); or

(2) Loss or damage affecting the Contractor's property.

e. With the Contracting Officer's prior written approval, the Contractor may, in any subcontract under this contract, indemnify the subcontractor against any risk defined in this contract as unusually hazardous or nuclear. This indemnification shall provide, between the Contractor and the subcontractor, the same rights and duties, and the same provisions for notice, furnishing of evidence or proof, and Government settlement or defense of claims as this clause provides. The Contracting Officer may also approve indemnification of subcontractors at any lower tier, under the same terms and conditions. The Government shall indemnify the Contractor against liability to subcontractors incurred under subcontract provisions approved by the Contracting Officer.

f. The rights and obligations of the parties under this clause shall survive this contract's termination, expiration, or completion. The Government shall make no payment under this clause unless the agency head determines that the amount is just and reasonable. The Government may pay the Contractor or subcontractors, or may directly pay parties to whom the Contractor or subcontractors may be liable.

g. The Contractor shall--

(1) Promptly notify the Contracting Officer of any claim or action against, or any loss by, the Contractor or any subcontractors that may be reasonably expected to involve indemnification under this clause;

(2) Immediately furnish to the Government copies of all pertinent papers the Contractor receives;

(3) Furnish evidence or proof of any claim, loss, or damage covered by this clause in the manner and form the Government requires; and

(4) Comply with the Government's directions and execute any authorizations required in connection with settlement or defense of claims or actions.

h. The Government may direct, control, or assist in settling or defending any claim or action that may involve indemnification under this clause.

8. DFARS 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF

COMMERCIAL ITEMS (APR 2007)

(a) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.

X__ 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).

(b) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.

(1) X____ 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).

(2) X____ 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (APR 2007) (15 U.S.C.

637).

(3) ____ 252.219-7004, Small Business Subcontracting Plan (Test Program) (APR 2007) (15 U.S.C. 637 note).

(4) ____ 252.225-7001, Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C. 10a- 10d, E.O. 10582).

(5) X__ 252.225-7012, Preference for Certain Domestic Commodities (JAN 2007) (10 U.S.C. 2533a).

(6) ____ 252.225-7014, Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).

(7) ____ 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C.

2533a).

(8) ____ 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section 8065 of Public Law 107-117 and the same restriction in subsequent DoD appropriations acts).

(9) ____ 252.225-7021, Trade Agreements (MAR 2007) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

(10) ____ 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C.

2779).

(11) ____ 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).

(12)(i) ____ 252.225-7036, Buy American Act--Free Trade Agreements--Balance of Payments Program (MAR 2007) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).

(ii) ___ Alternate I (OCT 2006) of 252.225-7036.

(13) ____ 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C.

2534(a)(3)).

(14) X__ 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Public Law 107-248 and similar sections in subsequent DoD appropriations acts).

(15) ____ 252.227-7015, Technical Data--Commercial Items (NOV 1995) (10 U.S.C. 2320).

(16) ____ 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C.

2321).

(17) X__ 252.232-7003, Electronic Submission of Payment Requests (MAR 2007) (10 U.S.C. 2227).

(18) ____ 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(19) X__ 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

(20)(i) X__ 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(ii) ____ Alternate I (MAR 2000) of 252.247-7023.

(iii) ____ Alternate II (MAR 2000) of 252.247-7023.

(iv) ____ Alternate III (MAY 2002) of 252.247-7023.

(21) ____ 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

(1) 252.225-7014, Preference for Domestic Specialty Metals, Alternate I (APR 2003) (10 U.S.C. 2533a).

(2) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(3) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(4) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

9. ALLOCATION AND ORDERING OF EXPANSION AIRLIFT

a. Expansion requirements will be awarded, based on entitlement, to the contractor who has submitted an acceptable offer in response to the Government’s request for offers. Expansion entitlement will be calculated in the same manner as entitlement for the fixed, peacetime airlift award and as described in paragraph (b) below. Factors used to determine the acceptability of an offer include timeliness of submission, type and weight capacity of aircraft offered, date of availability, total cost of offer and contractor reliability and violation status. When two or more members of a Teaming Arrangement (TA) make acceptable offers for the same expansion requirement, the TA agent will determine which contractor will perform the mission.

b. Awards for expansion business will be allocated monthly based on entitlement calculated by dividing each contractor’s mobilization value (MV) points by the total points of all entitled contractors offering in a category.

Entitled contractor’s MV points will be recalculated by the Government at the beginning of each quarter (October, January, April, July) beginning 1 Oct 07, to adjust for any aircraft offered by new contractors or for additional aircraft committed by contractors during the contract period. Contractors who propose STC compliant aeromedical evacuation aircraft throughout the year will also be evaluated and entitlement recalculated by the Government at the beginning of each quarter. If placing those aircraft in the aeromed program will result in exceeding the maximum of 50, a re-distribution or re-allocation of aircraft will be performed to ensure the new contractor has at least 2 aircraft in Stage II as described in the provision entitled “Determining Mobilization Value of CRAF Aircraft”. Entitlement percentages will be recalculated for each category of business. New contractors committing aircraft to the CRAF after the closing of the Request for Proposal (RFP) may offer as an individual contractor, as a new TA or as an addition to an existing TA. A contractor who submits an offer after RFP closing and is awarded a contract is considered a non-entitled contractor until such time as the next quarterly recalculation of MVP is completed. Prior to recalculation, the contractor will be considered for expansion business only if no acceptable offers are received from entitled contractors. If more than one non-entitled contractor offers on an expansion requirement, award will be made to the contractor who has committed the most aircraft in wide body equivalents to the CRAF. Recalculated entitlement percentages shall be utilized for expansion awards only. The Contracting Officer will attempt to make awards commensurate to every contractor’s entitlement each month; however, the Government is not obligated to ensure individual contractors/TAs meet or exceed their entitlement each month. Expansion entitlement not received in one month may not be carried over to a future month.

c. Task Orders. The Government will request and contractors shall submit offers for expansion airlift electronically, telephonically, or by telefax. An offer submitted by a contractor is considered a firm offer that, when accepted by the Government, becomes binding. Issuance of a task order (DD Form 1155) serves as Government acceptance of the contractor's offer. Task orders shall set forth (1) the services being ordered, (2) performance date,

(3) price, (4) fund cite, and (5) any other pertinent information. An executed copy of each task order will be provided to the Contractor.

10. AWARDING EXPANSION AIRLIFT FOR OUTSIZED CARGO SERVICE OR SERVICE INTO

RESTRICTED AREAS OR REMOTE LOCATIONS

a. The Government may from time to time during the period of performance of this contract, have requirements for outsized cargo services or service into areas where the operations of US-certificated carriers are restricted (as described in Attachment 1, PWS, Section 1 paragraph 1.3.16. and 1.3.17.). These requirements include airlift services not currently available directly from US certificated contractor due to the absence of US certificated aircraft with the requisite capacity. With the express approval of the contracting officer, the contractor may perform these services by subcontracting to a foreign contractor.