HTC711-11-R-C002.pdf

SOLICITATION NO: HTC711-11-R-C002

CONTRACT NO:

B-1

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

Unless otherwise noted, CLIN pricing and entitlement category information utilizes the Fiscal Year 2012 Negotiated Uniform Rates and Rules, hereafter referred to as the “Rates and Rules”, incorporated by reference and available on the web at www.fedbizopps.gov once finalized.

B-1. INTERNATIONAL EXPANSION PEACETIME AIRLIFT SERVICES ENTITLEMENT BY

CATEGORY

Medium Large I Large II (45-61 Ton) (>=90 Ton) (< 90 Ton)

CAT B CARGO TBD TBD TBD

CAT B COMBI TBD N/A

Medium Large

CAT B PASSENGER TBD TBD

Passenger Cargo

SMALL TBD TBD

B-2. MINIMUM GUARANTEE

a. The Minimum guarantee is $TBD (equal to total fixed buy clins (CLINs 0066 – 0108) without reimbursable and/or MOB Rep) which can be satisfied by fixed or expansion (CLINS 0036 – 0065).

b. For those contracts awarded for international expansion or for domestic CRAF commitment only, the minimum guarantee is estimated at $3000 and is based on actual costs incurred IAW the Joint Travel Regulations (JTR) for Mobilization Representative’s (MOBREP) attendance at the MOBREP Conference. This minimum will be satisfied as a reimbursable under CLIN 0001AC.

B-3. PRICING

a. SLIN 0001AA – REIMBURSABLES. See paragraph H-25.

b. SLIN 0001AB – FUEL REIMBURSEMENT. See paragraph H-25.

c. SLIN 0001AC – MOBREP Conference (Not included in the Rates and Rules). The government will reimburse the contractor for food, travel, conference fee(s), and lodging expenses incurred as a result of MOBREP representatives attending the MOBREP Conference IAW PWS Para 4.0.1. Reimbursement for food, lodging, conference fee(s), 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.

d. SLIN 0001AD – Domestic CRAF Activation – Positioning/Depositioning Costs. See paragraph H-25 (Not included in the Rates and Rules).

e. CLIN 0002. Aeromedical Evacuation Testing and Training. The government will negotiate price and services prior to performance in accordance with the Section C, PWS, Section 1, paragraph 1.5.1.

f. CLIN 0003. Domestic CRAF Activation – Passenger Service (Not included in the Rates and Rules).

g. CLIN 0004. Domestic CRAF Activation – Cargo Service (Not included in the Rates and Rules).

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h. CLINs 0005-0035. International 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). The price for Aeromedical evacuation airlift shall be determined IAW the Rates and Rules and Section C, PWS, Appendix 5, paragraph 6.0.

(2) For long-range international aircraft called up (See Section C, PWS, Appendix 5, paragraph 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 USTRANSCOM 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 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 330 PAX is activated on the 5th of the month.

(ii) The aircraft operated for 100 flight hours for the 15 day activation period including 10 commercial hours.

(iii) Guaranteed utilization = 120 hours (15 days x 8 hours/day)

(iv) Actual utilization = 100 hours

(v) Underutilized hours = 20 hours

(vi) 20 hours x 500 mph = 10,000 miles x 330 ACL = 3,300,000 seat miles x .045 (actual rate to be determined) = $148,500 compensation earned for the month.

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(c) Additionally, should the long-range international aircraft called up, as defined in Section C, PWS, Appendix 5, paragraph 2.5, not be required for the 15-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 B-(2)(b) above, except that the guaranteed utilization will be based on 15 days and equal 120 hours (15 days x 8 hours/day), and all subsequent calculations will be similarly updated. 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 Section I, FAR 52.243-1 entitled Changes—Fixed Price Alternate IV. 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 B-3i(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 Section I, FAR 52.243-1 entitled Changes—Fixed Price Alternate IV. 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.

i. 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 B-3i(2), B-3i(3), and B-3i(4) for exceptions). USTRANSCOM will conduct an annual rate review as part of the ratemaking process used to develop the Rates and Rules. 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.

These costs will be reimbursed under SLIN 0001AA, Reimbursables.

(2) Special Miles:

In performance of certain airlift missions, Contractors will be required to circumnavigate countries which will not grant over-flight 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.

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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 for Contingency, Exercise,or SAAM requirements only. 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 or service in areas where the operations of US-certificated carriers are restricted (reference Section C, PWS, Section 1, paragraphs 1.3.16. and 1.3.17.), the rates in the Rates and Rules will not apply (See paragraph H-18). Unless specifically authorized by the Contracting Officer and identified in the applicable modification, miles flown in performance of these types of missions are not subject to fuel adjustment procedures. Outsized cargo requirements and requirements for service into areas where the operations of US-certificated air carriers are restricted will be competed on an as-needed basis and award is made on a best value basis among the offers that meet mission requirements. The determination whether an offer meets mission requirements will be based upon type and weight capacity of aircraft offered and the date of availability. Mission dates will be specified; however, offers of alternative mission dates may be considered if determined to meet requirements. Any proposed alternate mission dates falling outside the solicited mission dates will be considered only if acceptable to the Government; in such a case, the Contracting Officer will provide other offerors the opportunity to propose against the alternate mission dates. Factors used to determine best value include schedule, price, contractor reliability, and violation status. Schedule and price are approximately equal in importance and are significantly more important than the other factors, which are of equal importance.

Acceptability of an offer will be subject to the Contracting Officer’s determination the price offered is fair and reasonable. Additional costs, identified and approved by the CO prior to award, may be reimbursed upon receipt and approval of Contractor invoices.

(5) Combi Services (Expansion): The Government requires services for combination passenger/cargo airlift.

Expansion combi services for FY12 will be evaluated based on entitlement and the Commander’s intent to utilize modern, fuel efficient aircraft to the maximum extent possible. The aircraft must be capable of carrying a minimum of 10-14 pallets and 32-60 passengers internationally. If modern aircraft are not offered for expansion services, the Government will accept aging legacy aircraft. Combi services will be priced and awarded in accordance with the Uniform Negotiated Rates and Rules for Charter Combi Service. Carriers are required to submit the “date available” for the modern, fuel efficient aircraft along with the fuel burn rate for the aircraft within CLIN 0036.

j. 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. These services will be ordered by separate task order.

B-4. MAXIMUM AWARD

The maximum award is $1.8B.

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PART I – THE SCHEDULE

SECTION C - DESCRIPTION/SPECS/WORK STATEMENT

The Contractor shall perform International Airlift Services and CRAF Activation services (when necessary) in accordance with the attached PWS dated 1 July 2011.

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PART I - THE SCHEDULE

SECTION E - INSPECTION AND ACCEPTANCE

E-1. The following clauses are incorporated by reference:

FAR

NUMBER CLAUSE TITLE DATE

52.246-4 INSPECTION OF SERVICES--FIXED PRICE AUG 1996

DEFENSE

FAR SUP CLAUSE TITLE DATE

252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT MAR 2008

E-2. INSPECTION AND ACCEPTANCE OF SERVICES

a. 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 international 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.

b. 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. Contractor shall facilitate ramp inspections in accordance with Attachment 11, AMC Supplement 1 to AFI 21-101, Aircraft and Equipment Maintenance Management.

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PART I - THE SCHEDULE

SECTION F - DELIVERIES OR PERFORMANCE

F-1. PERIOD OF PERFORMANCE

a. Performance of this contract shall begin 01 January 2012, or the date of award, whichever occurs later. It shall continue through 30 September 2012 unless sooner terminated or extended by the Government under the provisions of this contract. All flights in progress at midnight of the last day of the contract shall not be affected by the expiration of this contract.

b. During performance of this contract, there may be a declaration of an airlift emergency or national emergency, or the CRAF may be activated, as described in Section C, PWS, Appendix 5. In such event, the Government may give notice to the Contractor to extend this contract for the purposes of ordering additional airlift services throughout the period of the emergency. In addition, the Contractor’s commitment to the CRAF program will be extended for the entire period of CRAF activation, and for up to six months thereafter.

F-2. SCHEDULES

a. For the purposes of this paragraph "Schedules" shall mean the detailed arrangements regarding the date and time of day of the flight operation required to perform the air transportation services called for under this contract.

To the extent such schedules are not specified in this contract, they shall be established by agreement between the Contractor and the CO or the Contracting Officer’s Representative (COR) in accordance with the provisions of this paragraph. Scheduling for international missions authorized under this contract will be accomplished by 618 TACC.

b. Schedule Formation and Coordination.

(1) Fixed award international cargo trips.

618-TACC will provide proposed schedules for Contractor coordination at the conclusion of negotiations (approximately 30 calendar days prior to the month of operation). Contractor shall provide the following in writing to appropriate planner/planning directorate in 618 TACC within three (3) working days after verbal or other notification of the proposed 618 TACC schedule;

(a) confirmation of proposed schedule; or

(b) a proposed alternative schedule.

(2) Fixed award international passenger trips.

AMC will provide proposed schedules for Contractor coordination at the conclusion of negotiations (approximately 90 calendar days prior to the month of operation.) Contractor shall provide the following in writing to appropriate planner/planning directorate in TACC within three (3) working days after verbal or other notification of the proposed 618 TACC schedule;

(a) confirmation of proposed schedule; or

(b) a proposed alternative schedule.

(3) International Expansion Requirements.

All trips ordered under peacetime expansion provisions will be scheduled no later than 72 hours after notice of order; require confirmation within 24 hours, and will be ordered in accordance with paragraph H-17. However, for semi-annual expansion requirements, schedules should be provided within an estimated 5-7 workdays after notice and confirmed within 5-7 days.

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c. Schedules may be revised upon request of either the Government or the Contractor, provided the requester provides a minimum of 12 hours prior to the scheduled departure of the trip involved and the requested change is mutually agreed upon.

F-3. DIVERSIONS AND REROUTES - INTERNATIONAL

a. Diversions: The Government or the Contractor has the right to divert any trip due to the threat of, or actual hostilities, weather, medical emergency or natural disaster. The Contractor shall be paid the USTRANSCOM rate for Government directed diversions only.

b. Reroute: The Contractor grants the Government the right to reroute trips, subject to mutual agreement of the parties. Contractor shall be paid at the USTRANSCOM rate for the rerouted trip using Great Circle Statute Miles (GCSM) from airport to airport, for mileage computation.

F-4. GOVERNMENT CONTROLLABLE DELAYS - CARGO (DEMURRAGE) – INTERNATIONAL

The Contractor will be compensated for departure delays of more than 3 hours beyond the scheduled block time on completed cargo missions when delay is Government controllable. Demurrage charges are limited to delays in loading or unloading but exclude delays due to damage resulting from the negligence of Government personnel.

The compensation will be as set forth in the Rates and Rules. Delays due to Act of God, Air Traffic Control (ATC) or Contractor controllable reasons will not be compensated. Demurrage applies to peacetime business only.

Demurrage is calculated by subtracting the 3 hours from the total number of hours (rounded to the nearest hour) the aircraft is delayed. These hours are then multiplied by the price set forth in the Rates and Rules based on aircraft type. Following is an example of how demurrage will be calculated:

B-747 cargo aircraft is scheduled to depart at 0700. Departure is delayed due to a broken K-loader until 1140 (4 hours 40 minutes Government controlled delay). Contractor is entitled to demurrage payment of $2940. (1 hour 40 minutes rounded to the next whole hour multiplied by $1470 per hour, as outlined in the Rates and Rules.

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PART I - THE SCHEDULE

SECTION G - CONTRACT ADMINISTRATION DATA

G-1. DFARS 252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING

REPORTS (MAR 2008)

(a) Definitions. As used in this clause—

(1) “Contract financing payment” and “invoice payment” have the meanings given in section 32.001 of the

Federal Acquisition Regulation.

(2) “Electronic form” means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using Wide Area Work flow (WAWF) or another electronic form authorized by the Contracting Officer.

(3) “Payment request” means any request for contract financing payment or invoice payment submitted by the

Contractor under this contract.

(b) Except as provided in paragraph G-1(c), the Contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. Information regarding WAWF is available on the Internet at https://wawf.eb.mil/.

(c) The Contractor may submit a payment request and receiving report using other than WAWF only when—

(1) The Contracting Officer authorizes use of another electronic form. With such an authorization, the Contractor and the Contracting Officer shall agree to a plan, which shall include a timeline, specifying when the Contractor will transfer to WAWF;

(2) DoD is unable to receive a payment request or provide acceptance in electronic form;

(3) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer’s determination with each request for payment; or

(4) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System).

(d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

G-2. CONTRACTOR POINT OF CONTACT

The Contractor shall furnish to the ACO at USTRANSCOM/TCAQ-C:

a. The name of a primary and alternate point of contact who will serve as a liaison between the Contractor and the Administrative Contracting Officer (ACO). Individuals designated must have authority to adjust schedules, engage substitute service, and make decisions pertinent to the airlift service in the name of the Contractor.

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b. The name of a point of contact to serve as liaison between the Contractor and the Contract Administrator (CA) responsible for each station transited in accordance with Section C, PWS, Section 1, paragraphs 1.1.1 and 1.3.10.

G-3. PAYMENT OF LANDING AND PARKING FEES

The Contractor shall pay all required airport service fees and charges. Such fees and charges are not reimbursable since they are included as part of the USTRANSCOM uniform negotiated rate. Additionally, landing and parking fees are not reimbursable under domestic charter trips.

G-4. PAYMENT REQUESTS FOR CONTRACT SERVICES

a. General. Reference contract paragraph G-1(b). Contractors should use Wide Area Workflow-Receipt and Acceptance (WAWF-RA) for all payments made for services. In accordance with DFARS 252.232-7003 Electronic Submission of Payment Requests (page G-1) and the Wide Area Workflow Receipt and Acceptance (WAWF-RA) Electronic Receiving and Invoicing Instructions, Attachment 3, page 1 of 2, the contractor shall submit payment requests via WAWF-RA only. Information regarding WAWF-RA is available on the Internet at <https://wawf.eb.mil>.

b. Initiate a separate payment request for each completed payment requested. Do not combine payment requests.

c. (International Trips Only). A declaration of actual ferry routing and mileage for all ferry (except for round trips where the ferry mileage is between the originating station and the terminating station) shall be submitted. Ferry Declaration shall include aircraft tail number, ferry routing as flown, actual miles flown, and signature of person authorized to bind the Contractor. Contractor shall be paid either the contracted ferry miles or actual ferry miles flown, whichever is less; however, no ferry miles will be paid if actual flown ferry miles are less than 250 miles.

Any ferry miles not flown will be deleted from the contract by unilateral modification. Refer to Attachment 3, page 2 of 2, for sample Ferry Declaration format.

H-1

PART I - THE SCHEDULE

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1. PASSENGER AND PUBLIC LIABILITY INSURANCE

a. General. Prior to performance of any services hereunder, the contractor shall, at its own expense, procure and maintain during the entire performance period of this contract, with financially and legally responsible insurance company or companies, passenger and public liability insurance in accordance with paragraph H-1b or H-1c. (Refer to Performance Work Statement (PWS), Attachment 1, Appendix 3, Paragraph 14.0 entitled “Civil Aircraft Landing Permits” for insurance timeline and updating requirements.) Liability insurance purchased pursuant to the requirements of this paragraph shall cover payment to the Government, pursuant to the subrogation provision of the Medical Care Recovery Act (42 USC 265l-3) and within the liability limitations of this contract, of the cost of Government provided medical care to the extent that said insurance would cover payment to injured individuals of the cost of medical care in the absence of any Government obligation to provide medical care. The contractor shall furnish to the Contracting Officer Evidence of Insurance, duly executed by the Insurer, of the insurance required by this paragraph. The Evidence of Insurance shall substantially conform to the form set forth in paragraph H-2. To the extent that the Montreal Convention for the Unification of Certain Rules for International Carriage by Air applies, it will take precedence. If a court of competent jurisdiction determines that any transportation furnished pursuant to this contract is subject to the Warsaw Convention, 49 Stat. 3000, and that the contractor is entitled to limit its liability under that Convention, then the minimum limit of insurance required by this clause shall be considered to be a "higher limit of liability agreed to by special contract" as contemplated by the last sentence of Article 22(l) of that Convention, and the contractor agrees that it shall not with respect to any claim arising out of the death, wounding, or other bodily injury of a passenger, avail itself of any defense under Article 20(l) of the Convention. Nothing herein shall be deemed to affect the rights and liabilities of the contractor with regard to any claim brought by, on behalf of, or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a passenger. See note below subparagraph H-1c(2).

b. Split Limits Liability. The minimum limits of liability insurance coverage maintained by the contractor, as required by 14 Code of Federal Regulations (CFR) 205, shall be as follows:

(1) Liability for bodily injury to or death of aircraft passengers: A limit for any one passenger of at least three hundred thousand dollars ($300,000.00), and a limit for each occurrence in any one aircraft of at least an amount equal to the sum produced by multiplying three hundred thousand dollars ($300,000.00) by the next highest whole number resulting from taking 75 percent of the total number of passenger seats installed in the aircraft.

(2) Liability for bodily injury to or death of persons (excluding passengers): A limit of at least three hundred thousand dollars ($300,000.00) for any one person in any one occurrence, and a limit of at least twenty million dollars ($20,000,000.00) per involved aircraft for each occurrence.

(3) Liability for loss of or damage to property: A limit of at least twenty million dollars ($20,000,000.00) for each occurrence.

c. Combined Single Limit Liability.

(1) Notwithstanding the provisions of paragraph H-1b above the contractor may be insured for a single limit of liability for each occurrence. In that event, coverage shall be equal to or greater than the combined required minimums set forth in paragraph H-1b, above, for bodily injury, property damage, and/or passenger liability for the type of use to which such aircraft is put, as the case may be.

(2) In the case of a single limit of liability, aircraft may be insured by a combination of primary and excess policies. Such policies shall have combined coverage equal to or greater than the required minimums set forth in paragraph H-1b, above, for bodily injury to non-passengers, property damage, and/or passenger liability for the type of use to which the aircraft is put, as the case may be.

H-2

H-2. EVIDENCE OF INSURANCE – PASSENGER AND PUBLIC LIABILITY

(a) Prior to performance of any services hereunder, the contractor shall provide the Government with appropriate evidence of insurance in accordance with paragraph H-1. (Refer to Performance Work Statement (PWS), Attachment 1, Appendix 3, Paragraph 14.0 entitled “Civil Aircraft Landing Permits” for insurance timeline and updating requirements.) The evidence shall substantially conform to the following paragraph:

______________________________________________________ (Hereinafter called the Insurer) Name of Insurer of ____________________________________________________________________________________ Address of Insurer has issued to _________________________________________________________________________

Name of Insured Policy ____________________________________________, bearing policy number ___________, with respect to the legal liability of the said Insured for aircraft passenger death or bodily injury, aircraft public death or bodily injury (excluding passengers) and aircraft property damage liabilities, effective from ____________ through ____________.

(Signature of Insurer) (Current Date)

(b) The minimum limits of liability insurance coverage maintained by the Insured under the said policy are as follows*:

(1) Liability for bodily injury to or death of aircraft passengers: A limit for any one passenger of at least three hundred thousand dollars ($300,000.00), and a limit for each occurrence in any one aircraft of at least an amount equal to the sum produced by multiplying three hundred thousand dollars ($300,000.00) by the next highest whole number resulting from taking 75 percent of the total number of passenger seats installed in the aircraft.

(2) Liability for bodily injury to or death of persons (excluding passengers): A limit of at least three hundred thousand dollars ($300,000.00) for any one person in any one occurrence, and a limit of at least twenty million dollars ($20,000,000.00) per involved aircraft for each occurrence.

(3) Liability for loss of or damage to property: A limit of at least twenty million dollars ($20,000,000.00) for each occurrence.

(4) The Insurer further agrees that the insurance afforded under this policy covers payment to the Government, pursuant to the subrogation provision of the Medical Care Recovery Act (42 USC 265l-3), of the cost of Government provided medical care to the extent that said insurance would cover payment to injured individuals of the cost of medical care in the absence of any Government obligation to provide medical care.

The terms and conditions of the policy apply throughout the world. The following aircraft are covered by the policy identified above: __________________________________________________ (List aircraft individually or “All aircraft owned and operated by the Insured”)

(c) The parties recognize that the policy may exclude certain liabilities with respect to any DOD operations involving the Civil Reserve Air Fleet (CRAF) subsequent to the effective date of activation of the CRAF. The excluded liabilities will be those where a loss may be incurred during the activation of the CRAF under circumstances such that it cannot be demonstrated that the loss is either attributable to a war risk and therefore reimbursable under FAA Chapter 443, or attributable to cause other than war risk and therefore required to be covered by the Contractor's commercial insurance.

The policy contains the attached endorsement.

By ________________________________________ (Company

H-3

(City, State)

(Signature) (Date) *In the case of a combined single limit of liability, the Insurer will be required to describe the amount or amounts of insurance coverage.

"ENDORSEMENT" (Attachment to the Evidence of Insurance)

It is agreed, that, with respect only to operations of the named Insured performed under contract with the United States Transportation Command, Department of Defense (DOD), and with respect only to Aircraft Liability Insurance afforded under this policy, the following conditions shall also apply:

a. The Insurer agrees that, the insurance afforded under this policy shall not be subject to any lower limits of liability of the Warsaw Convention, 49 Stat. 3000, for the death or bodily injury of any passenger. If that convention should otherwise be deemed to be applicable to any passenger death or bodily injury liability, then to the extent stated in the preceding sentence, this insurance shall be deemed to be a higher limit of liability agreed to by special contract as contemplated by the last sentence of Article 22(l) of that convention.

b. The exclusions of the policy are deleted and the following substituted therefore:

The insurance afforded under this policy shall not apply to:

(1) Any loss against which the named Insured has other valid and collectible insurance, except that the limits of liability provided under this policy shall be excess of the limits provided by such other valid and collectible insurance but in no event exceeding the limits of liability expressed elsewhere in this policy.

(2) Any loss arising from the ownership, maintenance or use of any type of aircraft not declared to the Insurer in accordance with the terms and conditions of this policy.

(3) Liability assumed by the Insured under any contract or agreement except as stated in this contract with respect to limitations of the Warsaw Convention.

(4) Bodily injury, sickness, disease, mental anguish or death of any employee of the Insured while engaged in the duties of his employment, or any obligation for which the Insured or any company as his Insurer may be held liable under any Workman's Compensation or occupational disease law.

(5) Damage to or destruction of property owned, rented, occupied, or used by, or in the care, custody or control of the Insured, or carried in or on any aircraft with respect to which the insurance afforded by this policy applies.

(6) Personal injuries or death or damage to or destruction of property, caused directly or indirectly, by hostile or warlike actions, including action in hindering, combating or defending against an actual, impending or expected attack by any Government or sovereign power, de jure or de facto, or military, naval or air forces; the discharge, explosion, or use of any weapon of war employing atomic fission, or atomic fusion, or radioactive materials;

insurrection, rebellion, revolution, civil war or usurped power, including any action in hindering, combating or defending against such an occurrence, or confiscation by any Government or public authority.

c. The Insurer hereby waives any right of subrogation it may have against the United States of America, by reason of any payment under the aforesaid policy of insurance, with respect to loss caused to transportation services by acts of the United States of America or any agency thereof, which acts are in conjunction with the performance by the named Insured of any services under said contract.

d. In the event the Insurer elects to cancel the insurance afforded under this policy, the Insurer hereby agrees that such cancellation shall not be effective unless written notice thereof shall be sent by the Insurer by registered mail

H-4 not less than 30 days in advance of such cancellation, direct to the United States Transportation Command, 508 Scott Dr., Scott Air Force Base, Illinois 62225-5357, Attention: TCAQ-CP, and in the event the named Insured requests such cancellation, the Insurer agrees to notify, by registered mail, the above stated activity immediately upon receipt of such request.

e. Anything in the policy to the contrary notwithstanding, the aircraft may be operated by pilots authorized by the named Insured.

f. Violations of regulations prescribed by the Federal Aviation Administration (FAA) shall not prejudice the insurance afforded by this policy.

g. No special waiver issued by the FAA shall affect the insurance afforded hereunder.

h. Any exclusions, conditions or other provisions of this endorsement, which have the effect of restricting or nullifying the coverage already granted by this policy in the absence of this endorsement, shall not apply.

Endorsement to Policy No: ____________________________________________________________

Effective Date: ______________________________________________________________________

Countersigned: _______________________________________________________________________ (Date) Company ___________________________________________

H-3. CONTRACTOR ACQUIRED INSURANCE

a. The Contractor shall procure and maintain during the entire period of performance under this contract the following minimum insurance in addition to the insurance required by paragraph H-1 (Refer to Performance Work Statement (PWS), Attachment 1, Appendix 3, Paragraph 14.0 entitled “Civil Aircraft Landing Permits” for insurance timeline and updating requirements.):

TYPE AMOUNT

Automobile

Bodily Injury Liability $200,000 per person $500,000 per occurrence Property Damage Liability $20,000 per occurrence

Comprehensive General Liability

Bodily Injury Liability $500,000 per occurrence

Workmen's Compensation and Employers Liability

Workman's Comp & Occupational Disease Statutory Employer's Liability $100,000

b. Contractor shall comply with the requirements of contract clause "Insurance - Work on a Government Installation" concerning notice to the Contracting Officer.

H-4. REQUIREMENT FOR INDEMNIFICATION APPROVAL – INTERNATIONAL

Notwithstanding the inclusion of FAR 52.250-1 and the clause entitled Definition of Unusually Hazardous Risk in

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Section I, indemnification will apply to performance under this contract only after Under Secretary of Defense for Acquisition, Technology and Logistics approval and after the contractor is notified by the Contracting Officer that the Commander USTRANSCOM is implementing indemnification for a specific mission or missions.

H-5. FAA CHAPTER 443 NON-PREMIUM WAR RISK HULL AND LIABILITY INSURANCE

(PREVIOUSLY TITLE XIII)

The Contractor shall apply for Chapter 443 Non-Premium Aviation Insurance from the FAA, register all aircraft committed to CRAF as listed in Appendix 3A, and supply the FAA with a complete copy of its current Hull and Comprehensive Liability commercial insurance policies. The Contractor shall promptly notify the FAA of any tail number additions, removals, and/or changes in the aircraft committed to CRAF to ensure that the Contractor is covered by Chapter 443 Non-Premium Aviation Insurance without delay while operating CRAF-like missions to which Non-Premium 443 applies or in the event of CRAF activation.

H-6. RESPONSIBILITY FOR GOVERNMENT CARGO

a. Property (hereinafter referenced in this paragraph as Government cargo) placed in Contractor's possession for the sole purpose of air transportation shall not be deemed to be Government Property within the meaning of the Government Property Clause. Government cargo, within the meaning of this paragraph, does not include passenger baggage.

b. The Government hereby relieves the Contractor of liability for loss of, or damage to, any and all Government cargo transported by the Contractor in performance of this contract, except such loss, destruction and damage resulting from the willful misconduct or lack of good faith of any of the Contractor's managerial personnel, as defined in the contract clause entitled "Government Property," and except as outlined in Section C, PWS, Section 1, paragraphs 1.3.11. and 1.3.11.1 :

To the extent insurance required by paragraph H-1b (3) or the appropriate portion of paragraph H-1c (if Combined Single Limit Liability is used), is not required for payment of third party claims, the balance of said insurance shall apply to Government cargo loss, damage or destruction thereto.

H-7. COLLECTIVE BARGAINING UNITS

a. The Contractor agrees to advise the applicable Collective Bargaining Units of the contract requirements set forth in Section C, PWS, Section 4, paragraphs 4.0.1 and 4.1 and Appendix 5, paragraph 3.5.

b. The Contractor agrees to provide the Contracting Officer, upon request, a copy of any Collective Bargaining Agreement applicable to employees performing on this contract.

H-8. LEGAL DOCUMENTS

The Contractor shall submit, simultaneously with its transfer to the DOT, one copy to USTRANSCOM/TCAQ-C and one copy to USTRANSCOM/JA of each application, pleading, or other document submitted to said Agency by the Contractor or by any organization of which the Contractor is a member, which application, pleading, or other document pertains, directly or indirectly, to this or any other contract for air transportation to which USTRANSCOM is a party or is expected to be a party. Included among such pleadings is any pertaining to the leasing of any aircraft listed in Appendix 3A.

H-9. SUBMISSION OF COST AND PRICING DATA – FY13 SOLICITATION – INTERNATIONAL

To allow USTRANSCOM to conduct the ratemaking process for the FY13 Solicitation, contractors are required under this contract to submit cost and pricing data information necessary to establish and negotiate the FY13 uniform rate. Contractors are required to submit cost and pricing data NLT 60 days after requested by USTRANSCOM/TCAQ-P. Contractors are required to submit complete copies of leases if requested by TCAQ-P.

The threshold for the requirement to submit certified cost and pricing data for ratemaking is set at $700,000 of revenue under this contract. Requirements for submission of certified cost and pricing data are addressed in FAR

H-6

15.403-4, entitled “Requiring Cost or Pricing Data (10 U.S.C. 2306a and 41 U.S.C. 254b).” Failure to provide cost and pricing data for use in ratemaking within the time specified by USTRANSCOM/TCAQ-P will result in a breach of this contract requirement and a reduction of such offerors' entitlement for the purpose of awarding business in the forecast year. Mobilization point entitlement in the FY 13 CRAF contact may be reduced at a rate of one percentage point per day late, up to a maximum reduction of 30 percent, as a result of the late submission of the required cost and pricing data. Failure to submit the required cost and pricing data and the certification of that data by the final cutoff dates for inclusion in the FY13 uniform rate, as established by USTRANSCOM, may result in ineligibility for award of an FY13 CRAF International contract.

H-10. CRAF ACTIVATION ACCOUNTING

Separate accounting of costs during CRAF activation shall be maintained where Contractors anticipate extra contractual cost occurrences. The Contractor should maintain separate accounts, by job order or other suitable accounting procedures, of all incurred direct costs (less allocable credits) allocable to CRAF activation. If established, such accounts shall be maintained for three years after final payment under this contract.

H-11. PROVISIONAL PAYMENT OF EQUITABLE ADJUSTMENTS

The Contractor may submit requests for equitable adjustment for costs incurred outside the USTRANSCOM negotiated uniform rate during CRAF activation in accordance with the terms and conditions of this contract. The equitable adjustment request may include a request for provisional payment against the amount requested. The Administrative Contracting Officer will review such requests and may approve a provisional payment against such requests for reasonable costs incurred outside the Negotiated Uniform Rate. The provisional payment amount shall be determined by the Administrative Contracting Officer but under no circumstances will payment be approved for any costs that the Administrative Contracting Officer does not believe are reasonable, allocable to this contract and incurred as a result of the contract. Any payment made under this clause shall be deducted from the final equitable adjustment settlement. If the provisional payments exceed the final equitable adjustment settlement, the Contractor shall refund the amount of the overpayment to the Government on demand, plus interest at the current US. Treasury rate, in accordance with FAR 32.614.

H-12. INVITED CONTRACTOR OR TECHNICAL REPRESENTATIVE STATUS UNDER U.S. -

REPUBLIC OF KOREA (ROK)

Invited Contractor (IC) or Technical Representative (TR) status shall be governed by the U.S. – ROK Status of Forces Agreement (SOFA) as implemented by United States Forces Korea (USFK) Reg 700-19, which can be found under the “publications” tab on the US Forces Korea homepage http://www.usfk.mil/USFK

(a) Definitions. As used in this clause---

“U.S. – ROK Status of Forces Agreement” (SOFA) means the Mutual Defense Treaty between the Republic of Korea and The U.S. of America, Regarding Facilities and Areas and the Status of U.S. Armed Forces in the Republic of Korea, as amended.

“Combatant Commander” means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161. In Korea, the Combatant Commander is the Commander, United States Pacific Command.

“United States Forces Korea” (USFK) means the subordinated unified command through which US forces would be sent to the Combined Forces Command fighting components.

“Commander, United States Forces Korea” (COMUSK) means the commander of all U.S. forces present in Korea.

In the Republic of Korea, COMUSK also serves as Commander, Combined Forces Command (CDR CFC) and Commander, United Nations Command (CDR UNC).

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“USFK, Assistant Chief of Staff, Acquisition Management” (USFK/FKAQ) means the principal staff office to USFK for all acquisition matters and administrator of the U.S. –ROK SOFA as applied to US and Third Country contractors under the Invited Contractor (IC) and Technical Representative (TR) Program (USFK Reg 700-19).

“Responsible Officer (RO)” means a senior DOD employee (such as military E5 and above or civilian GS-7 and above), appointed by the USFK Sponsoring Agency (SA), who is directly responsible for determining and administering appropriate logistics support for IC/TRs during contract performance in the ROK.

(b) IC or TR status under SOFA is subject to the written approval of USFK, Assistant Chief of Staff, Acquisition Management (FKAQ), Unit #15237, APO AP 96205-5237.

(c) The contracting officer will coordinate with HQ USFK/FKAQ, IAW FAR 25.8, and USFK Reg 700-19. FKAQ will determine the appropriate contractor status under the SOFA and notify the contracting officer of that determination.

(d) Subject to the above determination, the contractor, including its employees and lawful dependents, may be accorded such privileges and exemptions under conditions and limitations as specified in the SOFA and USFK Reg 700-19. These privileges and exemptions may be furnished during the performance period of the contract, subject to their availability and continued SOFA status. Logistics support privileges are provided on an as-available basis to properly authorized individuals. Some logistics support may be issued as Government Furnished Property or transferred on a reimbursable basis.

(e) The contractor warrants and shall ensure that collectively, and individually, its officials and employees performing under this contract will not perform any contract, service, or other business activity in the ROK, except under U.S. Government contracts and that performance is IAW the SOFA.

(f) The contractor’s direct employment of any Korean-National labor for performance of this contract shall be governed by ROK labor law and USFK regulation(s) pertaining to the direct employment and personnel administration of Korean National personnel.

(g) The authorities of the ROK have the right to exercise jurisdiction over invited contractors and technical representatives, including contractor officials, employees and their dependents, for offenses committed in the ROK and punishable by the laws of the ROK. In recognition of the role of such persons in the defense of the ROK, they will be subject to the provisions of Article XXII, SOFA, related Agreed Minutes and Understandings. In those cases in which the authorities of the ROK decide not to exercise jurisdiction, they shall notify the U.S. military authorities as soon as possible. Upon such notification, the military authorities will have the right to exercise jurisdiction as is conferred by the laws of the U.S.

(h) Invited contractors and technical…