Amend 0004- 24-R-CC01 Cnfmd Secs A-M.pdf

HTC711-24-R-CC01

Contract Sections A-M

PART I – THE SCHEDULE

SECTION A – SOLICITATION / CONTRACT FORM

Your attention is directed to Section L, Instructions, Conditions and Notices to Offerors and Section M, Evaluation Factors for Award. The Government may award a contract without discussions, based solely on initial offers received. Therefore, each initial offer received should be submitted on the most favorable terms.

SUBMISSION OF QUESTIONS

Any and all questions concerning this solicitation must be submitted via email to the following:

TCAQ Airlift Procurement Mailbox, transcom.scott.tcaq.mbx.tcaq-airlift-procurement@mail.mil

Written questions will be answered in writing and provided to all Offerors via SAM.gov. Solicitation changes will be made via formal amendments. Due to the time required to research questions and provide answers, questions are due at least ten calendar days prior to due date of offers specified in this solicitation. Questions received less than ten calendar days prior to the due date of offers specified in this solicitation may not be answered. Communications should be submitted in the following format:

Reference: [Page Number, Paragraph Number] Question:

SUBMISSION OF PROPOSALS

Offerors are responsible for submitting proposals directed to the e-mail address listed in Submission of Questions above, in accordance with Section L – Instructions to Offerors by the date/time specified in Section L-4. Hard copy, hand-delivered and facsimile proposal will NOT be accepted. Proposals for this solicitation shall not be sent through Department of Defense (DoD) SAFE.

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B-1. NON-ACTIVATION ENTITLEMENT BY CATEGORY

Small Medium Large I MFE* Large I Large II

CARGO TBD

PASSENGER TBD

*Modern Fuel Efficient (MFE)

B-2. PRICING

B.2.1. The Negotiated Uniform Rates and Rules, hereafter referred to as the “Rates and Rules,” is incorporated by reference and available at https://sam.gov/content/home.

B.2.2. Charter Airlift Services will be paid in accordance with the Rates and Rules for NON-STOP International Long and Short-Range Commercial Augmentation based on the shortest route between two locations per COINS. The Government acknowledges the COINS mileage calculations may not reflect the actual route flown which is predominantly addressed in the rate process. If unique circumstances cause significant discrepancies, prior to award, a carrier may request establishment of Special Miles per Section H or a one-time review by the Contracting Officer requesting a determination as to whether additional pay miles are warranted.

B.2.3. The Government may establish rates by negotiation for Charter Airlift Services not covered by the Rates and Rules.

mailto:transcom.scott.tcaq.mbx.tcaq-airlift-procurement@mail.mil

B.2.4. Domestic Activation Rate Refresh. Contractors shall have the opportunity to request a Rate Refresh for Domestic Activation rates within 30 days of the preliminary notification of the Government’s intent to exercise the options periods, in accordance with (IAW) Federal Acquisition Regulation (FAR) 52.217-9, Option to Extend the Term of the Contract (Mar 2000). Other than certified cost or pricing information may be requested to assist in negotiations and/or the price reasonableness determination.

B-3. MINIMUM GUARANTEE

The minimum guarantee will not exceed $3,000 per carrier for each Indefinite Delivery Indefinite Quantity (IDIQ) award and will be paid based on actual costs incurred IAW the Joint Travel Regulations (JTR) for attendance at the Mobility Representative (MOBREP) Training Seminar, for up to two (2) MOBREPs per carrier.

B-4. MAXIMUM AWARD

The maximum program ceiling is $13.7 Billion.

SECTION C - DESCRIPTION/SPECS/WORK STATEMENT

The Contractor shall perform International Charter Airlift and related support services IAW Attachment 1- Performance Work Statement (PWS). Additionally, contractors shall provide Charter Airlift services up to and including the full capacity of all aircraft included in PWS, Appendix 3A—List of Aircraft, during any Stage of Domestic and/or International Civil Reserve Air Fleet (CRAF) Activation.

SECTION E - INSPECTION AND ACCEPTANCE

HTC711.52.246-9Z01 - INSPECTION AND ACCEPTANCE OF SERVICES (AUG 1996)

a. United States Transportation Command (USTRANSCOM) Directorate of Acquisition, Airlift Division (TCAQ-C), working with Government representatives, will accomplish Government acceptance of services under this contract. The Global Decision Support System (GDSS) and other records will be used to verify services rendered for all missions.

b. Headquarters (HQ) Air Mobility Command (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 any contract awarded under this solicitation. Contractor shall facilitate ramp inspections in accordance with AFI 21-101 AMC Supplement, Aircraft and Equipment Maintenance Management.

SECTION F - DELIVERIES OR PERFORMANCE

F-1. PERIOD OF PERFORMANCE

a. The ordering period for contracts awarded from this solicitation will begin 1 October 2024, or the date of award, whichever occurs later. The Base ordering period shall continue for two years through 30 September 2026. If Option Period 1 is exercised, the ordering period shall continue through 30 September 2028; if Option Period 2 is exercised, the ordering period shall continue through 30 September 2030, unless sooner terminated or extended by the Government under the provisions of this contract. Task orders may be awarded prior to midnight of the last day of any ordering period and maybe performed up to 120 days after the last day of the ordering period.

b. In the event of a declaration of an airlift emergency, national emergency, or CRAF Activation the Government may give notice to extend the ordering period for contracts awarded from this solicitation.

Additionally, the Contractor’s commitment to the CRAF program will be extended for the entire CRAF activation period, and for up to six (6) months thereafter.

F-2. SCHEDULES

Scheduling for International Charter Airlift Services will be IAW Attachment 4, Commitment, Entitlement and Ordering Procedures.

SECTION G - CONTRACT ADMINISTRATION DATA

G-1. PAYMENT OF LANDING AND PARKING FEES

a. The Contractor shall pay all required airport service fees and charges. Such fees and charges are included as part of the USTRANSCOM uniform negotiated rate and are therefore non-reimbursable. Landing and parking fees are not reimbursable for domestic charter trips during activation.

G-2. PAYMENT REQUESTS FOR CONTRACT SERVICES

a. Contractors shall use Procurement Integrated Enterprise Environment (PIEE) via Wide Area Workflow (WAWF) for all payments. IAW Defense Federal Acquisition Regulation Supplement (DFARS) 252.232- 7003 Electronic Submission of Payment Requests and Receiving Reports, contractors shall submit payment requests in PIEE via WAWF only. Information regarding PIEE is available at https://piee.eb.mil/xhtml/unauth/home/login.xhtml.

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

c. A Ferry Declaration shall be submitted with each invoice for missions that have awarded ferry mileage. The Contractor shall be paid either the contracted ferry miles or ferry miles flown, whichever is less. Ferry mileage will be calculated and paid as outlined in the Uniform Rates and Rules. Any ferry miles not flown will be deleted from the contract by unilateral modification. Ferry adjustments less than 30 miles will be paid as awarded. Refer to Attachment 3, page 2 of 2, for Ferry Declaration template. The declaration shall include the following:

(1) Delivery Order/SLIN

(2) Mission number

(3) Calendar date

(4) Aircraft type and tail number

(5) Flown ferry routing and miles

(6) Signature of person authorized to bind the Contractor

G-3. ECONOMIC PRICE ADJUSTMENT BASED ON ACTUAL COST OF FUEL – AIRLIFT

In order to protect the Contractor and the Government from significant market fluctuations in the price of fuel, an adjustment will be made based on actual costs incurred. Adjustments will be made as indicated below.

a. Allowable fuel adjustments will be made upward or downward only when the price of fuel varies by more than one cent per gallon from the pegged rate established in the Uniform Rates and Rules (URR).

(1) When the average price per gallon paid by the Contractor is greater than the pegged price established in the URR, the Government will reimburse the Contractor the difference between the price paid and the pegged price.

(2) When the average price per gallon paid by the Contractor is below the pegged price established in the URR, the Contractor will reimburse the Government the difference between the price paid and the pegged price. Under these circumstances, the Contracting Officer will issue a demand letter and funds will be reimbursed as directed.

b. The fuel adjustment process shall be in accordance with Attachment 1-PWS of this contract, Appendix 3 (paragraph A3.7 and Microsoft Excel Appendix 3B).

Fuel adjustments procedures are defined in the URR.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-0. CONTRACT PERIOD OF PERFORMANCE, EXTENSIONS, AND REVIEW PERIOD

a. The overall Period of Performance (POP) of this contract shall be six (6) years (plus the duration of any activation, and the six-month extension IAW FAR 52.217-8 -- Option to Extend Services). The six-year POP consists of a two-year base period plus two (2) two-year option periods. Option periods will be executed IAW FAR 52.217-9 -- Option to Extend the Term of the Contract for each two-year period.

Contractor(s) may decline award of an option period prior to the expiration of the active two-year contract period at any point prior to the earliest notice under FAR 52.217-9 (180 days).

b. Additionally, contractors may submit recommended PWS changes via e-mail to the CO for review of potential changes. Recommended PWS changes must be submitted on or before 01 February prior to the expiration of any active two-year contract period. After receipt, the CO will send to all CRAF contract holders for comment on those specific recommendations. The CO will review all the comments and make a determination if further discussion is necessary. The CO’s decision to accept, partially accept or reject changes are final. All parties will make a good faith effort to reach a timely agreement regarding recommended changes to improve and bolster the CRAF program. It shall be the intent of all parties to conclude discussions such that sufficient time exists for the Government to include accepted changes into the following option period; however, consideration of contract changes may be made at any time. All changes will be incorporated via contract modification (unilateral or bilateral) IAW the terms and conditions (i.e., applicable contract clauses) included herein.

c. In an effort to increase the mobilization base of the CRAF program and enhance the DoD’s readiness posture, the Government reserves the right to accept proposals submitted for consideration of an IDIQ award after the submission deadline stated in Block 9 of the SF33 (as amended) if it is in the Government’s best interest to add new contractors to the original pool of IDIQ contract holders. New contractor proposals WILL NOT be accepted nine (9) months prior to contract expiration. Proposals received after the original submission deadline will be evaluated using the evaluation methodology and documentation (updated to reflect changes in regulatory provisions, requirements, and certifications) as stated in Section M-1 of solicitation HTC711-24-R-CC01. Subsequent to adding a new awardee to the awardee pool, initial and new IDIQ awardees can compete for future task orders IAW Attachment 4, Commitment, Entitlement and Ordering Procedures. The ordering period for new awardees being added to the initial awardee pool will coincide with initial awardees’ ordering period, inclusive of options, but shall not extend the overall term of the contract beyond the original ordering period nor shall it reestablish the contract base period, inclusive of any options.

HTC711.52.228-9Z01, REQUIRED INSURANCE (JUL 2014)

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 passenger and public liability insurance in accordance with this section during the entire performance period of this contract, with financially and legally responsible insurance company or companies. 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 United States Code (U.S.C.) §§ 265l-2653) 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.

b. The Contractor shall furnish to the Government, 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 below. To the extent that the Montreal Convention for the Unification of Certain Rules for International Carriage by Air, 80 Stat. 271, 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 for the Unification of Certain Rules relating to International Carriage by Air (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(1) 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(1) 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-1d. (2).

c. Split Limits Liability: the Contractor shall maintain the following minimum limits of liability insurance coverage IAW 14 Code of Federal Regulations (CFR) Part 205:

(1) Liability for bodily injury to or death of aircraft passengers: A minimum limit for any one passenger of at least three hundred thousand dollars ($300,000.00), and a total per involved aircraft for each occurrence of three hundred thousand dollars ($300,000.00) times 75 percent of the number of passenger seats installed in the aircraft.

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

d. Combined Single Limit Liability:

(1) Notwithstanding the provisions of paragraph H-1c. 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-1c., above, for bodily injury, property damage, and/or passenger liability.

(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-1c, above, for bodily injury to non-passengers, property damage, and/or passenger liability.

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

a. Prior to performance of any services hereunder, the Contractor shall provide Evidence of Insurance which is duly executed by the Insurer of the requirements outlined in H-1a. and substantially conforms to the form set forth below. The Contractor shall maintain, and upon renewal submit evidence of, the appropriate level of insurance coverage at all times.

______________________________________________________ (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 minimum limit for any one passenger of at least three hundred thousand dollars ($300,000.00), and a total per involved aircraft for each occurrence three hundred thousand ($300,000.00) times 75 percent of the number of passenger seats installed in the aircraft.

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

(3) 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 U.S.C. §§ 265l-2653), 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”)

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

c. The Insured recognizes that the policy must remain in force after the DoD activates the Civil Reserve Air Fleet (CRAF) to cover any damages that do not qualify for indemnification IAW the Federal Acquisition Regulation or are not covered under any applicable non-premium insurance under Chapter 443 of title 49, U.S. Code, issued by the Federal Aviation Administration.

d. The policy contains the attached endorsement.

By ________________________________________ (Company (City, State) (Signature) (Date)

"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), during a period of CRAF activation, and with respect only to Aircraft Liability Insurance afforded under this policy, the following conditions shall also apply:

e. The Insurer agrees that the insurance afforded under this policy shall not be subject to any lower limits of liability of the Warsaw Convention for the Unification of Certain Rules relating to International Carriage by

Air (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 the Warsaw Convention.

f. The exclusions of the policy relating to war risk coverage, if any, are deleted and the following substituted therefore:

The insurance afforded under this policy shall not apply to:

Personal injuries or death, or damage to or destruction of property, caused by:

(1) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military, or usurped power or attempts at usurpation of power;

(2) any hostile

(i) detonation of any device employing atomic or nuclear fission and/or fusion or other like reaction and any radioactive contamination and electromagnetic pulse resulting directly from such detonation;

(ii) use of radioactive contamination or matter;

(iii) use of an electromagnetic pulse; or,

(iv) emission, discharge, or release of chemical or biological materials that are poisonous or pathogenic;

(3) strikes, riots, civil commotions, or labor disturbances;

(4) any act of one or more persons, whether or not an agent of a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is accidental or intentional;

(5) any malicious act or act of sabotage;

(6) confiscation, nationalization, unlawful seizure, restraint, detention, appropriation, requisition for title or use by or under the order of any government (whether civil, military, or de facto) or public or local authority; or

(7) hi-jacking or any unlawful seizure or wrongful exercise of control of the aircraft or crew (including any attempt at such seizure or control) made by a person or persons on board the aircraft acting without the consent of the Insured.

g. 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.

h. 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 email to the Contracting Officer not less than 30 days in advance of such cancellation, 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.

i. 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 ___________________________________________

HTC711.28.307-9Z01 – LIABILITY

H-3. CONTRACTOR REQUIRED INSURANCE

a. The Contractor shall also procure, maintain, and provide evidence of the following minimum insurance coverage in addition to the insurance required by paragraph H-1 for the duration of the contract.

TYPE AMOUNT

Workmen’s Compensation and Employers Liability

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

Comprehensive General Liability Bodily Injury Liability $500,000 per occurrence Property Damage Liability $500,000 per occurrence

Automobile Liability

Bodily Injury Liability $200,000 per person $500,000 per occurrence

Property Damage Liability $20,000 per occurrence

HTC711.52.250-9Z01 INDEMNIFICATION UNDER PUBLIC LAW 85-804 (APR 1984)

H-4. INDEMNIFICATION REQUIREMENTS (CRAF NOT ACTIVATED)

a. IAW FAR 50.104-3, Special Procedures for Unusually Hazardous of Nuclear Risks, Contractor requests for the indemnification clause (Indemnification Under Public Law 85-804 (APR 1984)) to cover unusually hazardous or nuclear risks applying to operations under this contract when CRAF is not activated, must be submitted to the contracting officer, and shall include the following information:

(1) Identification of the contract for which the indemnification clause is requested.

(2) Identification and definition of the unusually hazardous or nuclear risks for which indemnification is requested, with a statement indicating how the contractor would be exposed to them.

(3) A statement, executed by a corporate official with binding contractual authority, of all insurance coverage applicable to the risks to be defined in the contract as unusually hazardous or nuclear, including—

(i) Names of insurance companies, policy numbers, and expiration dates;

(ii) A description of the types of insurance provided (including the extent to which the contractor is self-insured or intends to self-insure), with emphasis on identifying the risks insured against and the coverage extended to persons or property, or both;

(iii) Dollar limits per occurrence and annually, and any other limitation, for relevant segments of the total insurance coverage;

(iv) Deductibles, if any, applicable to losses under the policies;

(v) Any exclusions from coverage under such policies for unusually hazardous or nuclear risks; and

(vi) Applicable workers’ compensation insurance coverage.

(4) The controlling or limiting factors for determining the amount of financial protection the contractor is to provide and maintain, with information regarding the availability, cost, and terms of additional insurance or other forms of financial protection.

(5) Whether the contractor’s insurance program has been approved or accepted by any Government agency; and whether the contractor has an indemnification agreement covering similar risks under any other Government program, and, if so, a brief description of any limitations.

(6) If the contractor is a division or subsidiary of a parent corporation—

(i) A statement of any insurance coverage of the parent corporation that bears on the risks for which the contractor seeks indemnification; and

(ii) A description of the precise legal relationship between parent and subsidiary or division.

b. If the dollar value of the contractor’s insurance coverage varies by 10 percent or more from that stated in an indemnification request submitted in accordance with paragraph (a)(1) of this subsection, or if other significant changes in insurance coverage occur after submission and before approval, the contractor shall immediately submit to the contracting officer a brief description of the changes.

c. Notwithstanding the inclusion of FAR 52.250-1 indemnification will apply to performance under this contract only after the Contractor is notified by the CO that the Commander USTRANSCOM has approved indemnification for a specific mission or missions.

H-5. INDEMNIFICATION DURING CRAF ACTIVATION

a. Definitions:

(1) " CRAF Mission" means the provision of airlift services under this contract ordered by USTRANSCOM during the activation of CRAF.

(2) "Airlift Services" means all services (passenger or cargo) and anything the Contractor is required to do in order to conduct or position the aircraft, personnel, supplies, and equipment for a flight and return.

Airlift Services include ground related services supporting CRAF missions. Airlift Services do not include any services involving any persons or things which, at the time of the event, act, or omission giving rise to a claim, are directly supporting commercial business operations unrelated to a CRAF mission objective.

(3) "War risk" means risks of:

(A) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military, or usurped power or attempts at usurpation of power;

(B) any hostile

(i) detonation of any device employing atomic or nuclear fission and/or fusion or other like reaction and any radioactive contamination and electromagnetic pulse resulting directly from such detonation;

(ii) use of radioactive contamination or matter;

(iii) use of an electromagnetic pulse; or,

(iv) emission, discharge, or release of chemical or biological materials that are poisonous or pathogenic;

(C) strikes, riots, civil commotions, or labor disturbances;

(D) any act of one or more persons, whether or not an agent of a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is accidental or intentional;

(E) any malicious act or act of sabotage;

(F) confiscation, nationalization, unlawful seizure, restraint, detention, appropriation, requisition for title or use by or under the order of any government (whether civil, military, or de facto) or public or local authority; or

(G) hi-jacking or any unlawful seizure or wrongful exercise of control of the aircraft or crew

(including any attempt at such seizure or control) made by a person or persons on board the aircraft acting without the consent of the Insured.

“War risk” as defined above excludes: (1) any ransom or extortion payments; and (2) any lawful government or private party seizure of an aircraft or associated equipment that is the result of an outstanding legal debt, tax, fine, or unlawful act committed with the knowledge of the Insured.

b. For the purpose of the contract clause entitled "Indemnification Under Public Law 85-804 (APR 1984)," it is agreed that all war risks resulting from the provision of airlift services for a CRAF mission in accordance with the contract during a CRAF activation are unusually hazardous risks, and shall be indemnified to the extent that insurance coverage for such risks is: (1) not available on reasonable terms from commercial sources; or (2) not available under a policy issued by the Federal Aviation Administration under Chapter 443 of title 49, U.S. Code. The Government's liability to indemnify the Contractor shall not exceed that amount for which the Contractor commercially insures under its established policies of insurance, applying the limits of those policies in effect thirty (30) days prior to activation.

c. Indemnification of risks involving the operation of aircraft, as discussed above, is limited to claims or losses arising out of events, acts, or omissions involving the operation of an aircraft for airlift services for a CRAF mission, from the time that aircraft is withdrawn from the Contractor's regular operations (commercial, DoD, or other activity unrelated to airlift services for a CRAF mission) until it is returned for regular operations. Indemnification with regard to other Contractor personnel or property utilized or services rendered in support of CRAF missions is limited to claims or losses arising out of events, acts, or omissions occurring during the time the first prepositioning of personnel, supplies and equipment to support the first aircraft of the Contractor used for airlift services for a CRAF mission is commenced until the timely removal, as determined by the Contracting Officer, of such personnel, supplies and equipment after the last such aircraft is returned for regular operations.

d. Indemnification is contingent upon the Contractor maintaining, if available, Federal Aviation Administration-issued non-premium insurance under Chapter 443 of title 49, U.S.C. and normal commercial insurance, as required by this contract or other competent authority. Indemnification for losses covered by a Contractor self-insurance program shall only be on such terms as incorporated in this contract by the Contracting Officer in advance of such a loss.

H-6. CHAPTER 443 NON-PREMIUM WAR RISK HULL AND LIABILITY INSURANCE

a. Non-premium war risk insurance issued under the authority of Chapter 443 of title 49, U.S.C., will be provided to the Contractor by the Federal Aviation Administration (FAA) in the event commercial insurance is not available on reasonable terms from commercial sources.

b. Before commencement of the contracted operations the Contractor shall apply for Chapter 443 non-premium war risk insurance through the FAA.

c. The Contractor must (1) provide the FAA with a list of aircraft that will fly under this contract, (2) pay an administrative fee as determined by the FAA, and (3) provide the FAA with a complete copy of the Contractor’s current Hull and Liability commercial insurance policies. FAA insurance covers only those aircraft that are listed on the FAA's Schedule of Aircraft and the Contractor shall promptly notify the FAA of any tail number additions, removals, and/or changes in the aircraft under contract.

d. The contractor will not be reimbursed for any administrative fees paid to obtain non-premium war risk insurance through the FAA.

e. The FAA non-premium war risk insurance is an agreement solely between the FAA and the Contractor. It is the contractor’s responsibility to ensure aircraft are covered under the FAA non-premium war risk insurance. Failure to pay the required administrative fee or follow all FAA guidelines shall result in the contractor’s aircraft not being covered by the FAA non-premium war risk insurance policy.

f. Non-premium war risk insurance issued by the FAA under the authority of Chapter 443 of title 49, U.S.

Code, will be activated at the request of DoD, upon a determination that coverage is not available on reasonable terms from commercial sources.

H-7. 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 with the exception of the requirement set forth in paragraph H-6(c), also excepting such loss, destruction and damage resulting from the willful misconduct or lack of good faith of any of the Contractor's managerial personnel.

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

H-8. EXEMPTION FROM THE AIR PASSENGER DUTY IN THE UNITED KINGDOM

The Contractor shall request relief from His Majesty's (HM) Air Passenger Duty for all passenger travel performed within the United Kingdom under the terms of this contract. Said request shall include reference to the following:

This relief is in accordance with arrangements and agreements between the appropriate U.S. Government authority and HM Revenue and Customs.

All U.S. Government personnel traveling under the authority of this contract are traveling for official purposes and the travel is reimbursed from official funds of the U.S. Government.

Specific reference is made to this contract.

Failure to apply for said relief shall not be basis for a claim for equitable adjustment.

H-9. PROPOSAL (COST PACKAGE) PREPARATION USING THE UNIFORM SYSTEM OF

ACCOUNTS

The Contractor shall prepare the proposal for the contract and modifications thereto using accounting practices that:

a. Comply with pronouncements of the Uniform System of Accounts (USOA) reported to Department of Transportation (DOT) IAW 14 CFR 241; USTRANSCOM ratemaking procedures contained in carrier cost package instructions; and USTRANSCOM Roundtrip (S1)/One-way (S2) monthly mileage fuel reports and

b. Are consistent with the Contractor’s written and established practices for measuring, assigning, and allocating costs.

H-10. ASSURED BUSINESS

DoD CRAF Assured Business Authority as Described in the FY2012 National Defense Authorization Act (NDAA): USTRANSCOM has not implemented Assured Business on this contract. However, USTRANSCOM does have the authority to implement assured business if necessary. If implemented, awards for assured business will be allocated based on entitlement calculated by dividing each Contractor's mobilization value (MV) points by the total points of all entitled Contractors offering in the passenger and cargo category.

H-11. CONTRACTOR TEAM ARRANGEMENT AGREEMENTS.

The term “Contractor Team Arrangement” as used in this contract includes any and all permissible team arrangements identified in the FAR 9.6 and supplements thereto. Any teaming arrangements proposed for fulfillment of the requirements of this contract are subject to approval by the Government. All teaming arrangements must be documented and defined in a teaming arrangement agreement or similar document that defines the roles, responsibilities, and relationships of the parties thereto. All agreements shall be signed by all parties thereto.

Contractor Team Arrangement agreements must be submitted with their proposal submissions. Agreements submitted beyond the due date may be reason for Contractor Team Arrangement non-approval. To be approved, a Contractor Team Arrangement must demonstrate a benefit to the CRAF capability. The Contractor Team Arrangement will be incorporated into the contract upon award.

The following items are required to be evident in any Contractor Team Arrangement agreement submitted for CRAF participation:

a. The agreement shall include one (1) designated and authorized party to represent and bind the Contractor Team Arrangement in its dealings with the Government. This party shall submit and negotiate offers on the basic award for all members of the Contractor Team Arrangement. This includes, but is not limited to, scheduling and agreement on all scheduled missions. In addition, primary team representatives may designate individual carrier representatives to negotiate reroutes and expansion business and to sign modifications affecting reroutes or expansion business. Proposals that are part of a teaming arrangement shall be submitted as a single entity.

b. The term of the agreement shall correspond to the contract terms and POP. This means each two-year period of the contract, six-month extension, and the entire period of any CRAF activation plus up to six (6) months thereafter.

c. The agreement shall provide evidence of the commitment of aircraft by tail number for the entire periods stated in subparagraph b. above.

d. The agreement shall include a provision that a flyer will not be required to pay a commission* associated with their mission revenues** with a value in excess of 5% of the Government payments actually received by the flyer from the fixed or expansion buy missions (less euro-control) awarded. Commissions paid back to team members will not exceed the total cumulative amount paid into the team through commissions.

The team arrangement agreement shall include a provision that any team member may seek legal and/or equitable relief in the courts to enforce the 5% limitation or otherwise specify how the parties may enforce the agreement. On a quarterly basis, the team arrangement lead shall provide a commission rate report to reflect commission revenues paid/received per Appendix 3, paragraph A3.15; such reports shall be due not later than the 30 days following each January 1, April 1, July 1, and October 1. Such reports shall be treated by USTRANSCOM as commercial and financial information.

*Commission: fee, bonus, administrative fee, overhead fee or any other type or combination of consideration

**Revenue: Mission price less euro-control, Government fees, taxes, and customs that are reimbursable per the contract.

e. The agreement shall not have any terms contrary to the terms of the contract.

f. Agreements entered into between Offerors shall evidence joint and several liability as to committed CRAF capability as set forth in Request for Proposal (RFP) Attachment 4 and PWS Appendix 3A; and performance of missions and other contract services to include re-procurement costs for failure to provide service as specified in USTRANSCOM Federal Acquisition Regulation Supplement (TRANSFARS) 5552.247-9001 and TRANSFARS 5552.247-9002 and in the event of bankruptcy or loss of aircraft for other reasons. The agreement must specifically state team members are jointly and severally liable to replace any aircraft another team member removes (or is removed by USTRANSCOM) or fails to maintain control of for any reason, that impacts its aircraft commitment to the CRAF program. Agreements may specifically identify exclusions from joint liability of other debts or obligations of a member by the other members. With the exception of schedule reliability, agreements reflecting individual carrier liability replacing joint liability at trip departure time are acceptable.

g. The agreement shall evidence a unity of purpose between the parties.

h. Certificates shall be signed by each corporate secretary certifying the corporations are authorized to enter into a Contractor Team Arrangement agreement.

Offerors shall provide other available information the Contracting Officer may request, such as complete copies of leases, information regarding actions taken by the Offeror to increase its commercial air transportation revenues, data demonstrating the success it has achieved in this regard, and labor-management agreements or employment agreements to indicate the extent to which it has been successful in consummating "No Work Stoppage" agreements.

H-12. FAR/DFARS COST PRINCIPLES FOR RATEMAKING (32 CFR Part 243)

In establishing fair and reasonable rate of payments for airlift service in support of the resultant contract, including the fuel adjustments, the contract cost principles contained within FAR Part 31 and DFARS Part 231 will be followed, with the exception of where, because of the unique ratemaking requirements of the CRAF program, the ratemaking regulations, established in accordance with 10. U.S.C. 9511a, differ in regard to the application of the following provisions:

(1) FAR 31.202, Direct Costs.

(2) FAR 31.203, Indirect Costs.

(3) FAR 31.205-6, Compensation for Personal Services, subparagraphs (g), (j) and (k).

(4) FAR 31.205-10, Cost of Money.

(5) FAR 31.205-11, Depreciation

(6) FAR 31.205-18, Independent Research and Development and Bid and Proposal Costs.

(7) FAR 31.205-19, Insurance and Indemnification

(8) FAR 31.205-26, Material Costs

(9) FAR 31.205-40, Special Tooling and Special Test Equipment Costs.

(10) FAR 31.205-41, Taxes

(11) DFARS 231.205-18, Independent Research and Development and Bid and Proposal Costs.

H-13. 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.

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.

H-14. DoD CLASSIFIED MISSIONS

This contract will apply to DoD classified missions performed under 32 CFR part 245 (Anchor Annex). The rates included in this contract will apply to those DoD classified missions. This contract will apply to other DoD Classified missions as mutually agreed by the parties.

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I-1. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be addressed electronically at: https://www.acquisition.gov. All FAR and DFAR clauses will remain in place through the duration of the Base Period and, if applicable, the duration of any/all exercised options. Mandatory clause changes will be incorporated via bilateral modification.

NUMBER CLAUSE TITLE DATE

52.202-1 DEFINITIONS JUN 2020

52.203-3 GRATUITIES APR 1984

52.203-5 COVENANT AGAINST CONTINGENT FEES MAY 2014

52.203-7 ANTI-KICKBACK PROCEDURES JUN 2020

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS MAY 2014

FOR ILLEGAL OR IMPROPER ACTIVITY

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER MAY 2014

ACTIVITY

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN JUN 2020

FEDERAL TRANSACTIONS

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS NOV 2023

52.204-2 SECURITY REQUIREMENTS MAR 2021

52.204-4 PRINTED OR COPIED DOUBLE-SIDED POSTCONSUMER MAY 2011

FIBER CONTENT PAPER

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND DEC 2014

CERTIFICATIONS

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, DEC 2023

AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB

COVERED ENTITIES

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN NOV 2021

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES

OR EQUIPMENT

52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION JUN 2023

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN NOV 2021

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC NOV 2015

CORPORATIONS

52.210-1 MARKET RESEARCH NOV 2021

52.215-2 AUDIT AND RECORDS - NEGOTIATION JUN 2020

52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT OCT 1997

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS OCT 2010

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR JUL 2005

POST RETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES OCT 1997

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS FEB 2024

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN SEP 2023

ALT II NOV 2016

52.219-16 LIQUIDATED DAMAGES – SUBCONTRACTING PLAN SEP 2021

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES FEB 1997

52.222-3 CONVICT LABOR JUN 2003

52.222-35 EQUAL OPPORTUNITY FOR VETERANS JUN 2020

52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES JUN 2020

52.222-37 EMPLOYMENT REPORTS ON VETERANS JUN 2020

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL DEC 2010

LABOR RELATIONS ACT

52.222-41 SERVICE CONTRACT LABOR STANDARDS AUG 2018

NOTE: The applicable wage determinations are included as

Attachments 6 and 6a.

52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR AUG 2018

STANDARDS –PRICE ADJSUTMENT (MULTIPLE YEAR AND OPTION

CONTRACTS)

52.222-50 COMBATING TRAFFICKING IN PERSONS NOV 2021

52.222-50 COMBATING TRAFFICKING IN PERSONS MAR 2015

ALTERNATE I

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION MAY 2022

52.222-55 MINIMUM WAGES FOR CONTRACTOR WORKERS UNDER JAN 2022

EXECUTIVE ORDER 14026

52.223-6 DRUG-FREE WORKPLACE MAY 2001

52.223-11 OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL JUNE 2016

WARMING POTENTIAL HYDROFLUOROCARBONS

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT JUN 2020

MESSAGING WHILE DRIVING

52.223-23 SUSTAINABLE PRODUCTS AND SERVICES MAY 2024

52.224-1 PRIVACY ACT NOTIFICATION APR 1984

52.224-2 PRIVACY ACT APR 1984

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES FEB 2021

52.225-19 CONTRACTOR PERSONNEL IN A DESIGNATED OPERATIONAL MAY 2020

AREA OR SUPPORTING A DIPLOMATIC OR CONSULAR MISSION

OUTSIDE THE UNITED STATES

52.226-1 UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED JUN 2000

ECONOMIC ENTERPRISES

52.227-1 AUTHORIZATION AND CONSENT JUN 2020

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND JUN 2020

COPYRIGHT INFRINGEMENT

52.228-3 WORKERS' COMPENSATION INSURANCE JUL 2014

(DEFENSE BASE ACT)

52.228-4 WORKERS' COMPENSATION AND WAR-HAZARD APR 1984

INSURANCE OVERSEAS

52.228-5 INSURANCE--WORK ON A GOVERNMENT INSTALLATION JAN 1997

52.229-3 FEDERAL, STATE, AND LOCAL TAXES FEB 2013

52.229-6 TAXES--FOREIGN FIXED-PRICE CONTRACTS FEB 2013

52.232-4 PAYMENTS UNDER TRANSPORTATION CONTRACTS AND APR 1984

TRANSPORTATION-RELATED SERVICES CONTRACTS

52.232-8 DISCOUNTS FOR PROMPT PAYMENT FEB 2002

52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS APR 1984

52.232-11 EXTRAS APR 1984

52.232-17 INTEREST MAY 2014

52.232-18 AVAILABILITY OF FUNDS APR 1984

52.232-23 ASSIGNMENT OF CLAIMS MAY 2014

ALTERNATE I APR 1984

52.232-25 PROMPT PAYMENT JAN 2017

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER OCT 2018

-- SYSTEM FOR AWARD MANAGEMENT

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUN 2013

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS MAR 2023

SUBCONTRACTORS

52.233-1 DISPUTES MAY 2014

ALTERNATE I DEC 1991

52.233-3 PROTEST AFTER AWARD AUG 1996

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT 2004

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, APR 1984

AND VEGETATION

52.242-13 BANKRUPTCY JUL 1995

52.243-1 CHANGES--FIXED-PRICE AUG 1987

ALTERNATE IV APR 1984

52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND FEB 2024

COMMERCIAL SERVICES

52.245-1 GOVERNMENT PROPERTY SEP 2021

52.245-9 USE AND CHARGES APR 2012

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

52.246-25 LIMITATION OF LIABILITY - SERVICES FEB 1997

52.247-5 FAMILIARIZATION WITH CONDITIONS APR 1984

52.247-12 SUPERVISION, LABOR, OR MATERIALS APR 1984

52.247-21 CONTRACTOR LIABILITY FOR PERSONAL INJURY AND/OR APR 1984

PROPERTY DAMAGE

52.247-27 CONTRACT NOT AFFECTED BY ORAL…