Section K.doc

SOLICITATION NO: HTC711-11-R-C002

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

K-1. FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2011)

(a)

(1) The North American Industry classification System (NAICS) code for this acquisition is 481212 (Cargo) and 481211 (Passenger).

(2) The small business size standard is 1500 employees.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b)

(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certification in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:

(i) Paragraph (d) applies.

(ii) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c)

(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless—

(A) The acquisition is to be made under the simplified acquisition procedures in Part 13;

(B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or

(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000.

(iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at 52.204-7, Central Contractor Registration.

(iv) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations that—

(A) Are not set aside for small business concerns;

(B) Exceed the simplified acquisition threshold; and

(C) Are for contracts that will be performed in the United States or its outlying areas.

(v) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

(vi) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government.

(vii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

(viii) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas.

(A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard.

(B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard.

(ix) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas.

(x) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity.

(xi) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.

(xii) 52.222-38, Compliance with Veterans' Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items.

(xiii) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.

(xiv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA- designated items.

(xv) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at 52.225-1.

(xvi) 52.225-4, Buy American Act--Free Trade Agreements--Israeli Trade Act Certificate. (Basic, Alternate I, and Alternate II) This provision applies to solicitations containing the clause at 52.225- 3.

(A) If the acquisition value is less than $25,000, the basic provision applies.

(B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I applies.

(C) If the acquisition value is $50,000 or more but is less than $67,826, the provision with its Alternate II applies.

(xvii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5.

(xviii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan--Certification. This provision applies to all solicitations.

(xix) 52.225-25, Prohibition on Engaging in Sanctioned Activities Relating to Iran—Certification. This provision applies to all solicitations.

(xx) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to—

(A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions; and

(B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns.

(2) The following certifications are applicable as indicated by the Contracting Officer: [Contracting Officer check as appropriate.]

___ (i) 52.219-22, Small Disadvantaged Business Status.

___ (A) Basic.

___ (B) Alternate I.

___ (ii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.

___ (iii) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment Certification.

___ (iv) 52.222-52 Exemption from Application of the Service Contract Act to Contracts for Certain Services--Certification.

__ (v) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Alternate I only).

___ (vi) 52.223-13, Certification of Toxic Chemical Release Reporting.

___ (vii) 52.227-6, Royalty Information.

___ (A) Basic.

___ (B) Alternate I.

___ (viii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.

(d) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov . After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA.

K-2. FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JAN 2011)

(a) Definitions. As used in this provision—

“Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceeding at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [_] has [_] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the Central Contractor Registration database at http://www.ccr.gov (see 52.204-7).

K-3. COMMERCIAL AIR TRANSPORTATION BLOCK HOURS

(a) The offeror represents that at least 60 percent of its air transportation block hours for the period 01 JAN 10 through 31 DEC 10 came from sources other than DOD. In applying this requirement, the DOD will consider all air carrier transportation block hours to be from commercial sources, except for block hours from the following DOD sources

(1) Block hours from all types of Cat B fixed and expansion air transportation procured by USTRANSCOM;

(2) Block hours from DOD Domestic charters;

(b) Offeror shall complete the following:

(1) Total Block hours - Commercial Sources

(2) Total Block hours - DOD Sources

(3) Total Block hours - Commercial and DOD Sources

K-4. LOSS OF USE – INTERNATIONAL

The offeror, by checking the applicable box, ( ) elects to seek actual damages for loss of use under paragraph I-10, FAR 52.250-1.

( ) accepts the Loss of Use Set Rate described in paragraph I-23, Loss of Use Set Rate.

K-5. MINIMUM OFFER ACCEPTANCE PERIOD

(a) "Acceptance period," as used in this provision, means the number of calendar days available to the Government for awarding a contract from the date specified in this solicitation for receipt of offers.

(b) This provision supersedes any language pertaining to the acceptance period that may appear elsewhere in this solicitation.

(c) The Government requires a minimum acceptance period of 150 calendar days.

(d) In the space provided immediately below, offerors may specify a longer acceptance period than the Government's minimum requirement.

The offeror allows the following acceptance period:

______ calendar days.

(e) An offer allowing less than the Government's minimum acceptance period may be rejected.

(f) The offeror agrees to execute all that it has undertaken to do, in compliance with its offer, if that offer is accepted within:

(1) The acceptance period stated in paragraph K-8(c) or;

(2) any longer acceptance period stated in paragraph K-8(d).

K-6. USE OF FOOD AND WATER

Offeror represents that they will:

a. Use only food and water requirements that meet Environmental Protection Agency (EPA) Safe Drinking Water Act (SDWA), primary (2002 CFR Title 40, Volume 14, Part 141, Sections 141.11 – 141.15 and 141.61 – 141.65) and secondary (2002 CFR Title 40, Volume 14, Part 143, Section 143.3) regulations.

b. Use only known, secure, state or locally licensed or permitted sources for all food and water.

c. Use only food and water purchased OCONUS from a US Military Preventive Medicine and/or Veterinary

Corps approved source (see http://www.veterinaryservice.army.mil/sources.html).

d. Include in purchase and shipping contracts a requirement that suppliers and transporters practice appropriate food security measures.

e. Inspect incoming food and water packaging, labeling, and inspect for signs of tampering.

f. Require transportation companies to conduct background checks on drivers and other employees with access to delivered food and water.

g. Require locked and sealed delivery vehicles and containers, and require seal numbers to be identified on shipping documents.

INTERNATIONAL ONLY

NOTICE OF USE

OF

MOBILIZATION VALUE POINTS (MVPs)

I ____________________________________(Name), ________________________________(Title), for _______________________________(Flyer) hereby provide notice that on _____________(Date), _______________________________(Seller) has authorized ____________________________(Flyer) the use of MVPs for the following aircraft in obtaining entitlement for the FY12 International CRAF contract. The aircraft from which the MVPs were derived are as follows:

AIRCRAFT

TAIL NUMBER

I further represent that:

(1) Except as specified in the contract, the use of these points is irrevocable and is for the entire period of the FY12 contract to include any option exercised for peacetime business (except in the event of CRAF activation, when MVPs will revert to the Seller for the entire period of the activation).

(2) ___________________(Flyer) is committing its own aircraft to the CRAF Program in the minimum amounts required to be a CRAF Contractor and is otherwise eligible to participate in these contracts. (Currently the minimum amounts required to be a CRAF Contractor are 30 percent of a Contractor's passenger fleet or 15 percent of a Contractor's cargo fleet in wide-body equivalents. A Contractor operating both cargo and passenger aircraft must commit the minimum from each type of aircraft.)

(3) ______________________ (Flyer) hereby certifies thatSeller, and its affiliates, agents and contractors, are not charging or will otherwise receive a commission, bonus, benefit, fee, charge or any other type of consideration as compensation for the transfer of mobilization value points greater than 5% of the Government payments actually generated by the MVP points transferred.

FLYER________________________________

SIGNATURE _________________________________

TITLE _______________________________________

DATE OF EXECUTION ________________________

INTERNATIONAL ONLY

NOTICE OF TRANSFER

OF

MOBILIZATION VALUE POINTS (MVPs)

I, ____________________________________________(Name, title) hereby provide notice that _________________________(Seller) has committed ___________(number) aircraft to the CRAF Program for FY12 and has on ___________________(Date) received confirmation from USTRANSCOM/TCAQ-C of ______(To be completed at time of award.) mobilization value points for said commitment. I further represent that:

(1) The following MVPs identified by the aircraft number, to which they pertain have been transferred to *__________________________(Flyer) for their exclusive use in obtaining entitlement under the FY12 Long-Range Entitlement contract(s) administered by USTRANSCOM;

AIRCRAFT

TAIL NUMBER

(2) The transfer of said points is irrevocable for the entire period of the FY12 contract to include any option exercise for peacetime business (except in the event of CRAF activation, when MVPs will revert to the Seller for the entire period of the activation);

(3) The purpose of this transfer is for the purpose stated herein and in no way affects _____________________(Seller's) responsibilities or commitments under the CRAF contract with the Government; and

(4) ______________________ (Seller) hereby certifies that Seller, and its affiliates, agents and contractors, are not charging or will otherwise receive a commission, bonus, benefit, fee, charge or any other type of consideration in return for the transfer of mobilization value points to the Flyer greater than 5% of the Government payments actually generated by the MVP points transferred.

(5) The transfer has been approved by the appropriate authorities of _______________________(Seller).

SELLER__________________________

SIGNATURE____________________________

TITLE_________________________________

DATE OF EXECUTION__________________

* In the event that aircraft MVPs are transferred to more than one carrier, a separate notice must be submitted for each.

STATEMENT OF LEASE CONFORMANCE

I, attorney for _________________________, have examined the leasing agreement dated ___________for Aircraft Manufacturing Number ____________, Serial Number _________________, by and between __________________________________________, for the period of _____________________________. An examination of the leasing agreement reveals no provision which would permit another air carrier to simultaneously claim CRAF credit for this same aircraft under the terms of this lease. Said leasing agreement provides the following:

(1) The subject aircraft is US registered and is to remain so during the lease;

(2) That _______________________________________ (Offeror) has exclusive control of the aircraft for the entire period of the contract, including the period for the 6-month option;

(Alternative: The lease expires on __________. The offeror has a unilaterally exercisable right to [renew the lease under the terms reflected in this statement for the remaining period of the contract, including the period for the 6-month option][purchase the aircraft], and intends to do so. A statement reflecting that intent is attached.)

(3) That _____________________________________________ (Offeror) may transfer possession of the aircraft to the Government during period of CRAF activation;

(4) That the lessor will accept Government indemnification in lieu of FAA Chapter 443 non-premium insurance during a “CRAF mission” and that, in such a situation, the failure to have FAA Chapter 443 non-premium war risk insurance during “CRAF mission” is not an event of default;

(5) That there is no limitation on the geographic area in which the aircraft can be operated during a CRAF mission, as long as the Government provides FAA Non-Premium 443 war risk insurance or indemnifies the lessor for the aircraft subject to this lease.

(6) That the lessor has no contractual right to default except for typical commercial breach provisions such as bankruptcy, failure to make payments within the prescribed timeframe, failure to maintain insurance, failure to return possession of aircraft by the required date, failure to take delivery of aircraft within prescribed timeframe, and except for other breach provisions described below:

(7) That the leasing agreement includes a provision providing the lessee control of the aircraft in the event of a CRAF activation the entire period of the activation plus up to 6 months thereafter.

Firm _________________________

Name ________________________

Title _________________________

Date of Execution ______________

“CRAF Mission” is defined as the provision of airlift services under the contract resulting from this solicitation (1) ordered pursuant to authority available because of the activation of CRAF or (2) directed by Commander, Air Mobility Command or his successor for missions substantially similar to or in lieu of those ordered pursuant to formal CRAF activation.

* NOTE: In lieu of a separate statement for each aircraft lease, an attachment to the statement may be submitted, which lists the aircraft manufacturing number, serial number, agreement date, period of the lease, and the parties to the agreement, provided that the statement clearly and unequivocally applies to each one of the aircraft so listed and is properly executed.

This entire statement including all seven subparagraphs must be executed and is mandatory for all leasing agreements. If the alternative in paragraph 2 of the lease conformance statement is used, a signed copy of the following statement must be included:

STATEMENT OF OFFEROR REGARDING LEASE RENEWAL/PURCHASE

The lease on aircraft ________expires____________. The offeror has, and intends to exercise on or before the expiration of the current lease, [a unilateral right to renew the lease under its existing terms][a unilateral right to purchase the aircraft].

The offeror recognizes and agrees that failure to [renew the lease on its existing terms on or before expiration][purchase the aircraft on or before expiration of the lease] will constitute contractor failure to maintain control over the aircraft as required by Section C, PWS, Section 4, Paragraph 4.1.

Official Authorized to Bind Offeror

Date