USAFRICOM SOLICITATION HTC711-11-R-R001(Final).doc

Section SF 1449 - CONTINUATION SHEET

CONT. BLOCK 16, 18 AND POP

1. Continuation of Block 16.

The address and telephone number of the Contracting Officer (CO) is:

USTRANSCOM/TCAQ-R

508 Scott Drive

Scott AFB IL 62225-5357

Telephone: 618-220-7066 FAX: 618-220-7918

2. Continuation of Block 18b. PAYMENT FOR CONTRACT SERVICES

a. Payment to the Contractor by the Government for services performed and accepted pursuant to the terms of the contract shall be in accordance with the applicable prices set forth in the schedule.

b. All invoices will be submitted using Wide Area Work Flow-Receipt and Acceptance; see Attachment 2. When invoicing the “Reimbursable” CLINS round invoice amounts to the nearest whole dollar.

c. Any Prompt Payment Discounts shown in Block 12, SF 1449 do not apply to reimbursables.

3. PERIOD OF PERFORMANCE. The period of performance of this contract shall be as stated in the Schedule. All flights in progress at midnight on the last day of the contract shall not be affected by the expiration of this contract.

Ferry Miles

FFP

Aircraft Ferry-In cost to mission origination location and Aircraft Ferry-Out cost at mission completion may not to exceed the cost that would be paid for ferry to/from the contractors main base of operation. "Minimum Guarantee is $2,500.00". (POP 1 July 2011 - 30 June 2012). Offeror must complete fill-in (Base of operation ie. headquarter, home station) below: Home Base of Operation _________________________________________

FOB: Destination

SIGNAL CODE: A

MAX

NET AMT

Actual Mission Miles

Actual mission miles flown in support of USAFRICOM contract from Stuttgart, Germany to various destinations IAW Attachment 1, Performance Work Statement. (POP 1 July 2011 - 30 June 2012).

Advance notice will be given when practical, however the contractor shall be prepared to support missions with notification of 24 hrs or less. The Contractor will provide pricing for missions ordered within the following timeframes:

Government

Notification Rate Per Mile Units(Est.) Total Cost

AA: 0 - 24:00 hours ___________ x 50,000 = __________________

AB: 24:01 - 48:00 hours _________ x 50,000 = __________________

AC: 48:01 - 72:00 hours _________ x 50,000 = __________________

AD: 72:01+ hours ___________ x 50,000 = __________________

MAX

Reimbursables

Reimbursables such as fuel, landing fees, per diem, taxes, etc. See Attachment 1, Section 4. (POP 1 July 2011 - 30 June 2012).

MAX

FFP

Aircraft Ferry-In cost to mission origination location and Aircraft Ferry-Out cost at mission completion may not to exceed the cost that would be paid for ferry to/from the contractors main base of operation. (POP 1 July 2012 - 30 June 2013). Offeror must complete fill-in (Base of operation ie. headquarter, home station) below: Home Base of Operation _________________________________________

MAX

FFP

Actual mission miles flown in support of USAFRICOM contract from Stuttgart, Germany to various destination IAW Attachment 1, Performance Work Statement. (POP 1 July 2012 - 30 June 2013).

Advance notice will be given when practical, however the contractor shall be prepared to support missions with notification of 24 hrs or less. The Contractor will provide pricing for missions ordered within the following timeframes:

Government

Notification Rate Per Mile Units(Est.) Total Cost

AA: 0 - 24:00 hours ___________ x 50,000 = __________________

AB: 24:01 - 48:00 hours _________ x 50,000 = __________________

AC: 48:01 - 72:00 hours _________ x 50,000 = __________________

AD: 72:01+ hours ___________ x 50,000 = __________________

MAX

FFP

Reimbursables such as fuel, landing fees, per diem, taxes, etc. See Attachment 1, Section 4. (POP 1 July 2012 - 30 June 2013).

MAX

FFP

Aircraft Ferry-In cost to mission origination location and Aircraft Ferry-Out cost at mission completion may not to exceed the cost that would be paid for ferry to/from the contractors main base of operation. (POP 1 July 2013 - 30 June 2014) Offeror must complete fill-in (Base of operation ie. headquarter, home station) below: Home Base of Operation _________________________________________

MAX

FFP

Actual mission miles flown in support of USAFRICOM contract from Stuttgart, Germany to various destination IAW Attachment 1, Performance Work Statement. (POP 1 July 2013 - 30 June 2014).

Advance notice will be given when practical, however the contractor shall be prepared to support missions with notification of 24 hrs or less. The Contractor will provide pricing for missions ordered within the following timeframes:

Government

Notification Rate Per Mile Units(Est.) Total Cost

AA: 0 - 24:00 hours ___________ x 50,000 = __________________

AB: 24:01 - 48:00 hours _________ x 50,000 = __________________

AC: 48:01 - 72:00 hours _________ x 50,000 = __________________

AD: 72:01+ hours ___________ x 50,000 = __________________

MAX

FFP

Reimbursables such as fuel, landing fees, per diem, taxes, etc. See Attachment 1, Section 4. (POP 1 July 2013 - 30 June 2014)

MAX

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

30-JUN-2012

ASHWOOD, JOHNNY MSGT

AF BPN NO MILBILLS PROCESSES

UNIT 10340 BLDG 413 RM 213

APO AE 09094-0340

DSN 314-478-1753

F3NT31

30-JUN-2012

F3NT31

30-JUN-2012

F3NT31

30-JUN-2013

F3NT31

30-JUN-2013

F3NT31

30-JUN-2013

F3NT31

30-JUN-2014

F3NT31

30-JUN-2014

F3NT31

30-JUN-2014

F3NT31

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (JAN 2011)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database at http://www.ccr.gov.

(b)(1) The Contractor will receive notification when the Government posts new information to the Contractor's record.

(2) The Contractor will have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3)(i) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(ii) As required by section 3010 of Public Law 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (DEC 2010) (DEVIATION)

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

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

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note).

(ii) 52.219-8, Utilization of Small Business Concerns (DEC 2010) (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 $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) Reserved.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 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).

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

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

___ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 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.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (JAN 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 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.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 1 July 2011 through 30 June 2012 (1 July 2012 through 30 June 2013 if option one is exercised, 1 July 2013 through 30 June 2014 if option two is exercised).

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 1 mission, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of 10 missions per month;

(2) Any order for a combination of items in excess of 50 missions per year; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 30 June 2012 (30 June 2013 if option one is exercised, and 30 June 2014 if option two is exercised).

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor at least 30 days prior to the expiration of the contract.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days prior to expiration of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 42 Months.

(End of clause)

252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (DEC 2010) (DEVIATION)

(a) In addition to the clauses listed in paragraph (b) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items clause of this contract (FAR 52.212-5) (OCT 2010) (DEVIATION), the Contractor shall include the terms of the following clause, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

252.237-7010

252.237-7019 Prohibition on Interrogation of Detainees by Contractor Personnel (NOV 2010) (Section 1038 of Pub. L. 111-84).

Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Pub. L. 108-375).

(End of clause)

252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES (MAR 2006)

(a) Definition. United States, as used in this clause, means, the 50 States, the District of Columbia, and outlying areas.

(b) Except as provided in paragraph (c) of this clause, the Contractor and its subcontractors, if performing or traveling outside the United States under this contract, shall--

(1) Affiliate with the Overseas Security Advisory Council, if the Contractor or subcontractor is a U.S. entity;

(2) Ensure that Contractor and subcontractor personnel who are U.S. nationals and are in-country on a non-transitory basis, register with the U.S. Embassy, and that Contractor and subcontractor personnel who are third country nationals comply with any security related requirements of the Embassy of their nationality;

(3) Provide, to Contractor and subcontractor personnel, antiterrorism/force protection awareness information commensurate with that which the Department of Defense (DoD) provides to its military and civilian personnel and their families, to the extent such information can be made available prior to travel outside the United States; and

(4) Obtain and comply with the most current antiterrorism/force protection guidance for Contractor and subcontractor personnel.

(c) The requirements of this clause do not apply to any subcontractor that is--

(1) A foreign government;

(2) A representative of a foreign government; or

(3) A foreign corporation wholly owned by a foreign government.

(d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained from [Contracting Officer to insert applicable information cited in PGI 225.7403-1].

(End of clause)

252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT (MAR 1998)

(a) The amount of any request for equitable adjustment to contract terms shall accurately reflect the contract adjustment for which the Contractor believes the Government is liable. The request shall include only costs for performing the change, and shall not include any costs that already have been reimbursed or that have been separately claimed. All indirect costs included in the request shall be properly allocable to the change in accordance with applicable acquisition regulations.

(b) In accordance with 10 U.S.C. 2410(a), any request for equitable adjustment to contract terms that exceeds the simplified acquisition threshold shall bear, at the time of submission, the following certificate executed by an individual authorized to certify the request on behalf of the Contractor:

I certify that the request is made in good faith, and that the supporting data are accurate and complete to the best of my knowledge and belief.

(Official's Name)

(Title)

(c) The certification in paragraph (b) of this clause requires full disclosure of all relevant facts, including--

(1) Cost or pricing data if required in accordance with subsection 15.403-4 of the Federal Acquisition Regulation (FAR); and

(2) Information other than cost or pricing data, in accordance with subsection 15.403-3 of the FAR, including actual cost data and data to support any estimated costs, even if cost or pricing data are not required.

(d) The certification requirement in paragraph (b) of this clause does not apply to----

(1) Requests for routine contract payments; for example, requests for payment for accepted supplies and services, routine vouchers under a cost-reimbursement type contract, or progress payment invoices; or

(2) Final adjustment under an incentive provision of the contract.

5552.216-9003 USTRANSCOM TASK AND DELIVERY ORDER OMBUDSMAN (JUNE 2009)

In accordance with FAR 16.505(b)(6), the individual identified below is designated as the USTRANSCOM Task and Delivery-Order Ombudsman. The ombudsman is an independent official designated to review contractor complaints and to ensure contractors are afforded a fair opportunity to be considered, consistent with the procedures in the contract. Consulting the ombudsman does not relieve the contractor from performance requirements in the contract, nor alter or postpone any timelines for any other processes. Interested parties should first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution. If resolution cannot be made by the contracting officer, concerned parties may contact:

Chief, Business Support/Policy Division

Telephone Number: 618-220-7021 FAX: 618-220-7959

5552.247-9000 Air Safety.

AIR SAFETY (APRIL 2007)

(a) Contractor is obligated to comply with generally accepted standards of airmanship, training, and maintenance practices and procedures. Contractor must also satisfy Department of Defense (DOD) quality and safety requirements as described in 32 CFR Part 861, Section 861.4. In addition, contractor shall comply with all provisions of applicable statutes, tenders of service, and contract terms as such may affect flight safety, as well as with all applicable Federal Aviation Administration (FAA) Regulations, Airworthiness Directives, Orders, rules, and standards promulgated under the Federal Aviation Act of 1958, as amended. Compliance with published standards may not, standing alone, constitute compliance with generally accepted standards of airmanship, training, or maintenance.

(b) The cleanliness and orderliness of an aircraft, including the visible components and surfaces thereof affect the ability to inspect an aircraft, may be valid indicators of the overall maintenance level of an aircraft, and may have a direct effect on the security and confidence of passengers. Therefore, contractor's failure to keep and maintain all such components and surfaces of the aircraft used in performance of this contract clean, orderly, and in good state of repair may be deemed a failure to comply with generally accepted standards of maintenance to the extent the failure goes beyond mere cosmetic or housekeeping deficiencies and relates in some manner to confidence in the safety, maintenance, or airworthiness of the aircraft.

(c) Should the government determine that any of the following conditions exist, it may suspend or place in temporary nonuse status contractor's further performance of airlift transportation services for the DOD:

(1) Contractor's failure to meet any of the obligations imposed by the preceding two paragraphs.

(2) Involvement of one of contractor's aircraft in a serious or fatal accident, incident, or operational occurrence (regardless of whether or not such aircraft is being used in the performance of this contract).

(3) Any other condition that affects the safe operation of contractor's flights hereunder.

(d) Such suspension shall be accomplished pursuant to the Department of Defense Commercial Air Transportation Quality and Safety Review Program (32 CFR Part 861), which is hereby incorporated in this contract by reference, or any procedures that supersede same which may be adopted by the Commander (United States Transportation Command) from time to time. The suspension procedures, including the temporary nonuse, reinstatement and appeals processes, set out therein, are binding, final, and conclusive. In no event shall suspension or temporary nonuse proceedings, regardless of outcome, give rise to any liability on the part of the government.

(e) Suspension or temporary nonuse hereunder resulting in unavailability of contractor aircraft to perform service under this contract shall be treated as failure to maintain authorization to engage in air transportation under the clause of the contract 5552.247-9001, “Requirement for Authorization to Engage in Air Transportation.”

(End of Clause)

5552.247-9001 REQUIREMENT FOR AUTHORIZATION TO ENGAGE IN AIR TRANSPORTATION (AUG 2007) ALTERNATE I (AUG 2007).

(a) This contract is conditioned upon the contractor being a commercial air taxi operator within the meaning of the Federal Aviation Act (FAA of 1958, as amended) and holding a current Air Carrier Operating Certificate in accordance with Part 127/135 of the Federal Aviation Regulations and holding a registration under Part 298 of the Department of Transportation (DOT) Regulations. Furthermore, the contractor shall not be in a suspension or temporary nonuse status in accordance with clause 5552.247-9000, “Air Safety.”

(b) If at any time during the performance period of this contract the contractor is not in compliance with the requirements of paragraph (a) above, including, but not limited to, instances when the certificate demonstrating compliance with paragraph a above is (i) suspended by the pertinent regulatory body for any period of time even though the effect of the suspension is stayed pending review by a court of competent jurisdiction, (ii) canceled or revoked in its entirety by the pertinent regulatory body even though the effect of the cancellation or revocation is stayed pending review by a court of competent jurisdiction, or (iii) such certificate or interim operating authority has expired and has not been renewed, then the contracting officer may elect any one or a combination of the following courses of action:

(1) Suspend the contractor from further performance of all or any part of this contract until such time as the suspension/temporary nonuse imposed by the pertinent regulatory body shall have expired or until such time as the suspension, temporary nonuse, cancellation, or revocation shall have been finally set aside, removed, or otherwise terminated. The period of suspension of this contract will begin at the time that notice thereof is given by the contracting officer to the contractor's designee named in accordance with paragraph ____ of Section ____ of this contract. All flights, which were scheduled to be flown during the time any such suspension is in effect, will be canceled. A unilateral modification reflecting the cancellation and reducing the government's obligation accordingly will be issued by the contracting officer at the termination of the period during which this contract is suspended or after the expiration of the period of performance of this contract. Any such cancellation is not for the convenience of the government and is not a termination within the meaning of clause 52.249-2, “Termination for Convenience of the Government (Fixed-Price).” Such cancellation will be accomplished at no cost to either party, and the substitute service provisions of this contract will not apply to such canceled flights.

(2) Exercise the government's rights under the clause 5552.247-9002, “Contractor's Failure to Provide Service.”

(3) Terminate this contract in whole or in part under the procedures of the clause entitled "Default." If this contract is terminated for default pursuant to paragraph b, and if it is subsequently determined that termination for default is not appropriate, this contract shall then be considered to have been canceled pursuant to subparagraph b(4) below.

(4) Cancel this contract in whole or in part. Any such cancellation will be accomplished by the issuance of a unilateral modification and will not be a termination under the provisions of clause 52.249-2, “Termination for Convenience of the Government (Fixed-Price),” and neither party will be liable to the other party for costs incurred as a result of such cancellation.

(c) If at any time an air carrier ceases operations or surrenders their operating certificate to the Federal Aviation Administration (FAA), the air carrier is required to immediately notify the Contracting Officer the next business day and the DOD Commercial Airlift Division at (618) 229-4801, as well as in writing to HQ AMC/A3B, 402 Scott Drive, Unit 3A1 Scott AFB IL 62225-5302, stating the circumstances for ceasing operations and/or surrendering their operating certificate.

(End of Clause)

5552.247-9002 CONTRACTOR’S FAILURE TO PROVIDE SERVICE (AUG 2008) (Alternate III) (AUG 2008)

(a) In the event that a contractor's aircraft is unable to depart from any station, the government may invoke remedies which are set forth in this paragraph which will neither constitute a termination within the meaning of the clause entitled "Termination for Convenience of the Government," nor in any way diminish the government's rights under Termination for Cause. The rights and remedies of the government provided for in this paragraph are not exclusive and do not give rise to government liability for costs incurred and are in addition to any other government rights and remedies provided for by law or by this contract.

(b) Substitute Service. This term, as used herein, applies to the substitution of an aircraft to replace contractor's aircraft, which is unable to proceed from the departure station or from any en route station short of destination in accordance with schedules established pursuant to this contract. If the contractor fails to make an aircraft available for departure within 16 hours subsequent to scheduled departure time for a passenger flight or a mixed flight from an originating station or an en route station, or within 4 hours of a scheduled departure time for a passenger flight or a mixed flight from an en route station where no holding facilities for passengers are available, or within 24 hours of a scheduled departure time for a cargo flight from either the originating station or an en route station, or for any flight within such lesser time as may be agreed to by the contractor's designee, the government may: (1) cancel the requirement for further movement of the defaulted flight; (2) require the contractor to transport the defaulted passengers or cargo by substitute service within such additional time as approved by the contracting officer; (3) acquire substitute service from DOD Approved commercial sources; or (4) reschedule the defaulted flight or transport the defaulted passengers or cargo, or any portion thereof, itself. The exercise of any of these options will be in accordance with the following:

(1) Cancel the requirement for further performance of the defaulted flight or services. In that event, the government’s obligation will be reduced by the costs directly attributable to the canceled flight or services.

(2) Require the contractor to obtain substitute service from another DOD-approved carrier to perform the services within such additional time as approved by the contracting officer. The contractor shall arrange for and pay directly all costs involved in performing the services by substitute aircraft. The government will pay the contractor the contract price for the services, irrespective of the amount the contractor pays for the substitute service. The substitute aircraft(s) provided by the contractor must be approved by the contracting officer and transport all passenger of the defaulted flight. In situations where the substitute aircraft(s) cannot carry all the passengers, or in lieu of a full plane charter, the contractor may, at his own expense, purchase the amount of space by common carriage or otherwise needed to transport the passengers or cargo from the defaulted flight. The contracting officer must approve purchase of such space. The government will pay the contractor the contract price for the services, irrespective of the amount the contractor pays for the space.

(3) Purchase substitute service from DOD-approved commercial sources. This may include use of substitute commercial charter aircraft(s) or purchase of sufficient space to transport by common carriage or otherwise the passengers or cargo from the defaulted flight. The contractor shall not be paid for the defaulted flight and shall be charged for any reprocurement costs the government had to pay for the substitute service which are in excess of the contract price.

(4) Elect to either reschedule the defaulted flight to a later time or move the passengers and/or cargo, or any portion thereof, itself. The contractor shall not be paid for the defaulted flight but will be charged any amount in excess of the contract price that the government had to pay to transport the passengers and/or cargo.

(c) The contracting officer, in making his decisions and selections for substitute service, will use his discretion in such a manner as to mitigate contractor's liability for excess costs when reasonably possible. However, military needs and urgency will be the prime consideration in the exercise of this discretion.

(d) The provisions of the Performance Work Statement, relative to contractor's responsibility for care of passengers, and for providing meals and billets, apply to all situations discussed in this clause, wherein the contractor failed to depart as scheduled. Contractor shall retain responsibility for passengers until such time as they are moved by the contractor or the government, or the requirement is canceled by the government.

(e) In the event the contractor fails to deliver any part of the GACL (pax or cargo) to manifested destination due to an accident, the contractor shall not be paid at the contract price.

(End of clause)

ATTACHMENT LIST

LIST OF ATTACHMENTS

ATTACHMENT

TITLE

NUMBER OF PAGES

1.

Performance Work Statement

2.

Wide Area Work Flow (WAWF) Routing Sheet

3.

List of Aircraft

4.

Past Performance Questionnaire

ATTACHMENT 1 PWS

UNITED STATES AFRICA COMMAND

PERFORMANCE WORK STATEMENT

CONFIGURABLE AIRLIFT MULTI-USE SERVICE

1. Description of Services:

1.1.1 The Contractor shall provide all aircraft, personnel, equipment, tools, material, maintenance, and supervision necessary to furnish air transportation services, throughout the USAFRICOM Area of Responsibility (AOR), Europe and Africa, or other destinations upon the request of the Government, via contractor-furnished aircraft. This includes all necessary expertise and personnel to accomplish the loading, unloading, load planning and manifesting of passengers and cargo.

1.1.2 The aircraft must be capable of flying from Stuttgart, Germany a range of 3200 nautical miles unrefueled with a minimum load of 10 passengers, fuel, and baggage; have a range capacity which enables the aircraft to overfly destination and continue flight to alternate location when necessary, and have an ACL of at least 6800 lbs. Reductions in range and/or ACL will be authorized depending on mission requirements. The aircraft cargo area must be capable of carrying up to 10 passengers and baggage, or up to 6800 lbs of cargo or a combination thereof. Aircraft cargo area must be reconfigurable based on customer needs. Cargo capability is to include ability to handle skid-loaded items up to 40 inches wide and 50 inches high.

1.1.3 Aircraft must be fully self-supporting with internal passenger stairs, pressurized cabin, auxiliary power unit (APU) for self-starting, and an industry standard lavatory equipped with running water and flushing toilet system.

1.1.4 Aircraft must be capable of taking-off and landing on prepared surfaced runways as short as 7,000 ft and able to operate into airfields as high as 8,000 ft MSL.

1.1.5 Aircraft must be multi-engine; turbine powered and must be able to fly in Instrument Meteorological Conditions (Equipped for Instrument Flight Rules (IFR) flight).

1.1.6 Communication Requirements: Aircraft must be configured SATCOM communications (e.g. INMARSAT). Any air time charges will be reimbursed under CLIN 0004 (and CLINS 1004 and 2004 if options are exercised).

1.1.7 Desired, but not required, Communications Equipment/Capabilities: Two additional and separate 64Kbps channels to support secure and/or non-secure voice and data operations simultaneously, with a communication system that includes the ability to manage the bandwidth separately or in a bonded mode, to the greatest extent possible, to allow ease of access to internet and reach back via VPN to office domains.

1.1.8 Aircraft shall be pressurized and have an onboard emergency oxygen system readily available for passengers.

1.1.9 Aircraft interior cabin appointments, seats, and fixtures in the aircraft shall be maintained in a safe, clean, presentable condition. Specifically, unsightly wear, holes, and unmended tears are not acceptable. Aircraft shall be equipped with adequate tie down or restraint system for baggage.

1.1.10 Substitute aircraft. When the primary aircraft is not available for service, the Contractor shall provide adequate backup aircraft from either the Contractor’s own aircraft or by arrangement with other DoD approved carriers. For scheduled maintenance, a substitute aircraft must be provided to cover the time the primary aircraft is unavailable, unless authorized otherwise by the Contracting Officer. For any other unschedule maintenance event that make the primary aircraft unavailable, the contractor must provide a substitute aircraft within 48 hours of first learning of the unavailability, unless otherwise authorized by the Contracting Officer. Aircraft substituted by the Contractor on any one flight shall meet the minimum seating and/or equipment requirements for that flight. Substitution of aircraft not listed in the List of Authorized Aircraft in the contract must be approved by the Contracting Officer.

1.1.11 Cancellations. The contractor shall not be reimbursed or compensated for flight cancellations unless the aircraft has actually begun the mission. In that case, the contractor will only be reimbursed for the actual use rate to return to point of origin.

1.1.12. Response Time. The aircraft cargo area must be reconfigurable by the contractor’s maintenance team within 12 hours of notification of mission profile. The contractor should be prepared to support missions with as little as 24 hours between notification and start of mission. Schedules will be agreed upon by both government and contractor. The contractor will be paid at the rate identified in the schedule based on the date of notification and the actual mission execution date.

1.2 Payment Calculation:

1.2.1 The Great Circle Statute Miles (GCSMs) listed between the points in the Schedule are the accepted miles for the purposes of performance and payment under this contract.

1.2.2 Where a flight must be flown between points not included in the Schedule, distances will be determined by the use of GCSMs as computed and furnished by the Commercial Operations Integrated System (COINS).

1.2.3 If the flight is put in a holding pattern or diverted, payment will be calculated by multiplying flight time minutes times the block speed of the aircraft (provided by the contractor in the LIST OF AIRCRAFT) divided by 60 and then multiplied by the unit price. Flight time minutes shall be computed from block out to block in.

1.3 Scheduling and Mission Execution:

1.3.1 For the purpose of this paragraph, the term “Schedules” means the day and time of day of the flight operation. To the extent such schedules are not specified in this contract, they shall be established by mutual agreement between the Contractor and the AFRICOM Deployment and Distribution Center (ADDOC) at least one (1) calendar day prior to the desired departure date. Schedules may be given verbally or in writing. When schedules are given verbally, the Government will confirm the schedules in writing prior to mission departure.

1.3.2 Mission Planning will be accomplished by the Contractor and passed to 617 AOC/AMD flight planners. The AMD flight planners will ‘push’ the mission into the GDSS2 (or G2) scheduling software for coordination with other branches and agencies. Contractor is responsible for obtaining diplomatic clearances, aircraft and aircrew clearances with assistance available from ADDOC and 617 AOC/AMD.

1.3.3 At the close of business the day prior (Friday for the weekend), missions are considered in the ‘execution phase’. The 617 AOC/Mission Director (Execution Cell) will serve as monitoring agency for all missions. The pilot shall report all takeoff and landing times to the Execution Cell. AFRICOM JOC and ADDOC will call the Execution Cell for all updates on mission status. The ADDOC will coordinate mission changes with the Contractor then pass requested changes on to 617 AOC. The Execution Cell also handles all changes to missions or any other mission related issues once the mission is in the execution phase. The Execution Cell is a 24-hour control center. Their phone number is DSN 314-478-1723 (Comm: +49-(0)6371-405-1723)

1.3.4 The Contractor shall not deviate from the scheduled points of landing without prior approval of the ADDOC or 617 AOC except in a bona fide emergency.

1.3.5 In the event a flight is canceled by the contractor prior to the scheduled departure time, or substitute service is used at the point of origination of the flight or en route, due to contractor controllable reasons, movement of any aircraft into and out of scheduled service will be at the Contractor’s expense. If substitute service is used the contractor will only be reimbursed up to the cost agreed upon in the contract, any additional cost will be absorbed by the contractor.

1.3.6 Extensions and En route Stops. The Contractor shall comply with all instructions issued by the ADDOC and 617 AOC pertaining to extensions of scheduled flights and en route stops. The contractor will be paid for additional miles flown and applicable stop charges resulting from Government directed route changes in accordance with paragraph 1.2 of this Performance Work Statement.

1.3.7 If a mission is delayed or diverted due to a Contractor controllable delay (includes maintenance delays), the Contractor shall provide hot meals and transportation to the feeding point if the delay extends over a normal meal period for all passengers manifested. If the delay requires an overnight stay, the Contractor is responsible for meals, transportation and billeting for those passengers manifested. If the delay or diversion is not a Contractor controllable delay, care of the passengers shall be the responsibility of the Government. However, when requested by the Government, the Contractor shall provide billeting and transportation for all passengers manifested on a reimbursable basis. Meals and personal expenses, i.e., telephone call, TV, etc., shall not be provided.

1.3.8 The Contractor shall contact the 21st Operational Weather Squadron (21 OWS) at DSN 314-496-6116, Commercial +49(0)6302-67-6116 two hours prior to positioning the aircraft at the originating station for the purpose of obtaining weather status at destination stations. The Government and the contractor agree that the flying required under the terms of this contract will be undertaken when in the judgment of the contractor there is a reasonable expectation of completing a given flight. The responsibility for presenting the facts and conditions to show there was a reasonable expectation of completing a flight rests with the Contractor. The Government and the contractor agree that the aircraft may not be capable of transporting the full ACL under this contract due to adverse weather conditions.

1.3.9 The contractor may refuse any mission for safety of flight and/or force protection reasons. However, canceled missions must be rescheduled and flown as agreed to by the Government representative and contractor.

1.3.10 At enroute or operational stops and at locations where there is no AMC or US military presence, security for the aircraft and crew, as well as any security processing of passengers shall be the responsibility of the contractor.

1.3.11 There may be certain instances when a PHOENIX RAVEN team will be assigned to a mission based on the mission profile. PHOENIX RAVEN teams operate similar to the Federal Air Marshall (FAM) program in their role as anti-hijack personnel and may be called upon for security of the aircraft during ground time in some instances. If a PHOENIX RAVEN team is required, the team leader will make contact with the aircraft pilot-in-command to coordinate their specific duties as well as providing a crew briefing prior to mission execution. PHOENIX RAVENs will identify themselves through presentation of their military orders in conjunction with military ID card and AMC Form 1031.

1.3.12 The contractor will position the aircraft for boarding at least 15-minutes prior to scheduled departure time. Aircraft departures shall take place within 20 minutes of scheduled times. Offloading shall be accomplished within 30-minutes or less to comply with Maximum on Ground (MOG) restrictions and safety considerations.

1.3.13 The contractor shall make snacks and non-alcoholic beverages available, appropriate for the time of day, on all flights. Snacks and beverages shall be provided by the contractor at no additional cost to the Government. A heavy snack (i.e. sandwich, chips, and cookies/fruit) shall be provided for flights with a duration of 4 hours or longer.

1.3.14 Contractor personnel shall comply with all pertinent military regulations and/or directives when in base flight patterns and on military installations. Regulations can be obtained from the Airfield Operations Managers. These regulations include but are not limited to presenting valid identification for installation entrance, obtaining and using vehicle passes for all Contractor-owned vehicles, obeying all posted directives, and providing strict adherence to security police direction in instances where security police have been dispatched to a particular location.

1.4 Maintenance:

1.4.1 No scheduled maintenance except en route or turnaround service and safety of flight items will be accomplished at military installations under the terms of this contract except as otherwise authorized by the ADDOC when deemed to be in the best interests of the Government. If any maintenance service is to be performed including en route, turnaround, safety of flight or scheduled maintenance during ground time of aircraft at U.S. military airfields, the contractor will notify the Contract Administrator as follows:

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