**\`**

**FAA Acquisition Management System Clauses**

**Change 7 - November 14, 1997**

This document transmits revisions, additions, and deletions to FAA
Acquisition Management System clauses and provisions. Unless otherwise
specified, these changes are effective

November 14, 1997 and apply to all screening information requests and
contracts issued after November 14, 1997.

Revised or added clauses and provisions are denoted by November 1997 in
the title of the clause or provision.

**A. [CLAUSES REVISED]{.underline}**

The following summarize clause revisions:

1\. [3.2.2.3-33, Order of Precedence]{.underline} adds a note of
clarification regarding use of the clause.

2\. [3.2.2.3-60, Specifications, Drawings and Materials
Submittals]{.underline} adds a note of clarification regarding use of
the clause.

3\. [3.2.5-12, Notice of Employment of Former United States Government
Employees (Service Contracts)]{.underline} contains a minor punctuation
change.

4\. [3.3.1-19, Prompt Payment for Construction]{.underline} contains a
minor editorial change.

5\. [3.6.2-7, Preaward On-Site Equal Opportunity Compliance
Review]{.underline} increases the review threshold to \$10M.

6\. [3.6.2-9, Equal Opportunity]{.underline} increases the review
threshold to \$10M.

7\. [3.6.2-10, Equal Opportunity Preaward Clearance of
Subcontracts]{.underline} increases the review threshold to \$10M.

8\. [3.6.2-12, Affirmative Action for Special Disabled and Vietnam Era
Veterans]{.underline} contains a punctuation correction.

9\. [3.6.2-24, Affirmative Action Compliance Requirements for
Construction]{.underline} replaces \$35K with \$10K.

10\. [3.9.1-1, Contract Disputes]{.underline} changes the time for
submission of a dispute to correspond to the policy requirements.

11\. [3.10.4-2, Inspection of Supplies]{.underline} deletes portions of
the basic clause to create Alternates I and II.

Alternate I is added to address fixed price incentive contracts.

Alternate II is added to address fixed ceiling price contracts with
retroactive price redetermination.

12\. [3.10.4-7, Inspection of Research and Development --
Cost-Reimbursement]{.underline} deletes part of the clause to create
Alternate I.

Alternate I is added to address no-fee cost reimbursement contracts.

**B. [CLAUSES ADDED]{.underline}**

The following clauses are added:

1\. [3.2.2.3-71, Commencement, Prosecution and Completion of the
Work]{.underline} is added to state requirements for starting and
completing construction work.

Alternate I addresses requirements for starting and completing
construction work tied to an assumed date of receipt of notice to
proceed.

2\. [3.2.2.8-6, Time of Delivery]{.underline} is added to require
delivery by a specific time based upon a specific date of award.

Alternate I is added to cover delivery requirements expressed as
specific calendar dates or specific periods based upon an assumed date
of award.

Alternate II is added to cover delivery requirements expressed as
specific calendar dates or specific periods based upon an assumed date
the contractor will receive the notice of award.

Alternate III is added to cover delivery requirements based upon the
actual date the contractor receives a written notice of award.

3\. [3.2.2.8-7, Desired and Required Time of Delivery]{.underline} is
added to provide delivery requirements expressed as a specific calendar
date or period based upon the date of contract.

Alternate I is added to cover delivery expressed as a specific calendar
date or period based upon an assumed date of award.

Alternate II is added to cover delivery expressed as a specific calendar
date or period based upon an assumed date the contractor will receive
notice of award.

Alternate III is added to cover delivery expressed as a specific
calendar date or period based upon the actual date the contractor
receives the written notice of award.

4\. [3.3.1-28, Notice of Progress Payments]{.underline} is added notify
offerors of the availability of progress payments.

5\. [3.3.1-29, Notice of Availability of Progress Payments Exclusively
for Small Business Concerns]{.underline} is added to provide notice of
exclusion related to progress payments.

6\. [3.3.1-30, Progress Payments Not Included]{.underline} is added to
address the unavailability of progress payments.

7\. [3.3.1-31, Progress Payments]{.underline} is added to define terms
for progress payments based upon cost.

Alternate I is added to provide for progress payments for small
business.

Alternate II is added to provide for progress payments for letter
contracts.

8\. [3.10.1-24, Notice of Delay]{.underline} is added to require
contractor notice to the FAA in the event of delay.

9\. [3.10.4-23, Contractor And Subcontractor Compliance with the
Fastener Quality Act]{.underline} is added to require compliance with
the Fastener Quality Act.

10\. [3.10.4-24, Year 2000 (Services)]{.underline} is added to provide
coverage of year 2000 for service contracts.

**C. [CLAUSES REMOVED]{.underline}**

[3.6.2-25, Equal Opportunity Preaward Clearance of
Subcontracts]{.underline} was deleted as a duplicate of 3.6.2-10.

**D. [PRESCRIPTIONS CHANGED]{.underline}**

1\. [3.3.1-26, Optional Information for Electronic Funds Transfer
Payment]{.underline} was revised to correctly state when clause 3.3.1-25
applies, this clause does not.

2\. [3.6.2-25, Equal Opportunity Preaward Clearance of
Subcontracts]{.underline} was deleted as a duplicate of 3.6.2-10.

3\. [3.10.4-2, Inspection of Supplies - Fixed Price]{.underline} was
revised to extract references to fixed price incentive contracts for
supplies and fixed ceiling price contracts with retroactive price
redetermination.

4\. [3.10.4-17, Year 2000 Warranty - Commercial Supply
Items]{.underline} clause applicability was revised.

5\. [3.10.4-18, Year 2000 Warranty - Noncommercial Supply
Items]{.underline} clause applicability was revised.

**[E. DISPOSITION OF THIS CHANGE]{.underline}**

The following clauses are deleted in their entirety and the attached
revised or added clauses are substituted:

**Delete** **Replace with**

[Clause]{.underline} [Dated]{.underline} [Clause]{.underline}
[Dated]{.underline}

3.2.2.3-33 April 1996 3.2.2.3-33 November 1997

3.2.2.3-60 April 1996 3.2.2.3-60 November 1997

\-\-- \-\-- 3.2.2.3-71 November 1997

\-\-- \-\-- Alternate I November 1997

\-\-- \-\-- 3.2.28-6 November 1997

\-\-- \-\-- Alternate I November 1997

\-\-- \-\-- Alternate II November 1997

\-\-- \-\-- Alternate III November 1997

\-\-- \-\-- 3.2.2.8-7 November 1997

\-\-- \-\-- Alternate I November 1997

\-\-- \-\-- Alternate II November 1997

\-\-- \-\-- Alternate III November 1997

3.2.5-12 October 1996 3.2.5-12 November 1997

3.3.1-19 April 1996 3.3.1-19 November 1997

\-\-- \-\-- 3.3.1-28 November 1997

\-\-- \-\-- 3.3.1-29 November 1997

\-\-- \-\-- 3.3.1-30 November 1997

\-\-- \-\-- 3.3.1-31 November 1997

\-\-- \-\-- Alternate I November 1997

\-\-- \-\-- Alternate II November 1997

3.6.2-7 July 1996 3.6.2-7 November 1997

3.6.2-9 April 1996 3.6.2-9 November 1997

3.6.2-10 April 1996 3.6.2-10 November 1997

3.6.2-12 July 1996 3.6.2-12 November 1997

3.6.2-24 July 1996 3.6.2-24 November 1997

3.6.2-25 April 1996 \-\-- \-\--

3.9.1-1 April 1996 3.9.1-1 November 1997

\-\-- \-\-- 3.10.1-24 November 1997

3.10.4-2 April 1996 3.10.4-2 November 1997

\-\-- \-\-- Alternate I November 1997

\-\-- \-\-- Alternate II November 1997

3.10.4-7 April 1996 3.10.4-7 November 1997

\-\-- \-\-- Alternate I November 1997

\-\-- \-\-- 3.10.4-23 November 1997

\-\-- \-\-- 3.10.4-24 November 1997

**F. [ATTACHMENT]{.underline}**

The revised/added clauses are attached to this change.

**Attachment**

[Revised/Added Clauses]{.underline}

3.2.2.3-33 Order of Precedence

3.2.2.3-60 Specifications, Drawings and Materials Submittals

3.2.2.3-71 Commencement, Prosecution and Completion of the Work

Alternate I

3.2.2.8-6 Time of Delivery

Alternate I

Alternate II

Alternate III

3.2.2.8-7 Desired and Required Time of Delivery

Alternate I

Alternate II

Alternate III

3.2.5-12 Notice of Employment of Former United States Government
Employees (Service Contracts)

3.3.1-19 Prompt Payment for Construction

3.3.1-28 Notice of Progress Payments

3.3.1-29 Notice of Availability of Progress Payments Exclusively for
Small Business

Concerns

3.3.1-30 Progress Payments Not Included

3.3.1-31 Progress Payments

Alternate I

Alternate II

3.6.2-7 Preaward On-Site Equal Opportunity Compliance Review

3.6.2-9 Equal Opportunity

3.6.2-10 Equal Opportunity Preaward Clearance of Subcontracts

3.6.2-12 Affirmative Action for Special Disabled and Vietnam Era
Veterans

3.6.2-24 Affirmative Action Compliance Requirements for Construction

3.9.1-1 Contract Disputes

3.10.1-24 Notice of Delay

3.10.4-2 Inspection of Supplies

Alternates I

Alternate II

3.10.4-7 Inspection of Research and Development -- Cost-Reimbursement

Alternate I

3.10.4-23 Contractor and Subcontractor Compliance with the Fastener
Quality Act

3.10.4-24 Year 2000 (Services)

3.2.2.3-33 Order of Precedence

ORDER OF PRECEDENCE (NOVEMBER 1997)

Any inconsistency in this screening information request (SIR) or
contract shall be resolved by giving precedence in the following order:
(a) the Schedule (excluding the specifications); (b) representations and
other instructions; (c) contract clauses; (d) other documents, exhibits,
and attachments; and (e) the specifications.

*(End of clause)*

*\*\*Note to Contracting Officer: If using this clause in conjunction
with Clause 3.2.2.3-60, Specifications, Drawings and Material
Submittals, a conflict in precedence of documents may occur. To avoid
this, assure that the drawings are listed in the SIR/contract as
attachments to the specifications and not separately as "other
documents, exhibits, and attachments". Doing so will assure that the
drawings are equal in precedence to the specification and do not have
precedence over the specification.*

3.2.2.3-60 Specifications, Drawings and Material Submittals

SPECIFICATIONS, DRAWINGS AND MATERIAL SUBMITTALS (NOVEMBER 1997)

\(a\) Anything mentioned in the specifications and not shown on the
drawings, or shown on the drawings and not mentioned in the
specifications, shall be of like effect as if shown or mentioned in
both. In case of difference between drawings and specifications, the
specifications shall govern. In case of discrepancy in the figures, in
the drawings, or in the specifications, the matter shall be promptly
submitted to the Contracting Officer, who shall promptly make a
determination in writing. Any adjustment by the Contractor without such
a determination shall be at its own risk and expense. The Contracting
Officer shall furnish from time to time such detailed drawings and other
information as considered necessary, unless otherwise provided.

\(b\) Wherever in the specifications or upon the drawings the words
"directed," "required," "ordered," "designated," "prescribed," or words
of like import are used, it shall be understood that the "direction,"
"requirement," "order," "designation," or "prescription," of the
Contracting Officer is intended, and similarly the words "approved,"
"acceptable," "satisfactory," or words of like import shall mean
"approved by," or "acceptable to," or "satisfactory to" the Contracting
Officer, unless otherwise expressly stated. A complete set of plans and
specification must be on site and available for FAA use as required.

\(c\) Where "as shown," "as indicated," "as detailed," or words of
similar import are used, it shall be understood that the reference is
made to the drawings accompanying this contract, unless stated
otherwise. The word "provided" as used herein shall be understood to
mean "provide complete in place," that is "furnished and installed."

\(d\) Omissions from the drawings and specifications or the
misdescription of details of work which are manifestly necessary to
carry out the intent of the drawings and specifications, or which are
customarily performed, shall not relieve the Contractor from performing
such omitted or misdescribed details of the work. They shall be
performed as if fully and correctly set forth and described in the
drawings and specifications.

\(e\) The Contractor shall check all drawings furnished by FAA prior to
starting work and shall promptly notify the Contracting Officer of any
discrepancies. Figures marked on drawings shall in general be followed
in preference to scale measurements. Large scale drawings shall in
general govern small scale drawings. The Contractor shall compare all
drawings and verify the figures before laying out the work, and will be
responsible for any errors which might have been avoided thereby.

\(f\) Shop drawings means drawings, submitted to FAA by the Contractor,
Subcontractor, or any lower tier subcontractor pursuant to a
construction contract, showing in detail (1) the proposed fabrication
and assembly of structural elements and (2) the installation (i.e.,
form, fit, and attachment details) of materials or equipment it includes
drawings, diagrams, layouts, schematics, descriptive literature;
illustrations, schedules, performance and test data, and similar
materials furnished by the Contractor to explain in detail specific
portions of the work required by the contract. FAA may duplicate, use,
and disclose in any manner and for any purpose shop drawings delivered
under this contract.

\(g\) If this contract requires material submittals (e.g., shop
drawings, catalog cuts, certificates of conformance, etc.), the
Contractor shall coordinate all such submittals, and review them for
accuracy, completeness, and compliance with contract requirements and
shall indicate its approval thereon as evidence of such coordination and
review. Submittals sent to FAA without evidence of the Contractor's
approval may be returned for resubmission. The Contracting Officer's
representative will indicate an approval or disapproval of the
submittal, and if not approved as submitted, shall indicate FAA's
reasons therefor. Any work done before such approval shall be at the
Contractor's risk. Approval by the Contracting Officer, by or his or her
representative, shall not relieve the Contractor from responsibility for
any errors or omissions in such submittals, nor from responsibility for
complying with the requirements of this contract, except with respect to
variations described and approved in accordance with (h) below.

\(h\) If submittals show variations from the contract requirements, the
Contractor shall describe such variations in writing, separate from the
submittal, at the time of submission. The variation description, a copy
of the respective submittal and a proposal for its incorporation into
the contract shall be sent directly to the Contracting Officer. If the
Contracting Officer approves any such variation, the Contracting Officer
shall issue an appropriate contract modification, except that, if the
variation is minor or does not involve a change in price or in time of
performance, a modification need not be issued.

\(i\) The Contractor shall submit to the Contracting Officer for
approval four copies (unless otherwise indicated) of all shop drawings
as called for under the various headings of these specifications. Three
sets (unless otherwise indicated) of all submittals, will be retained by
the Contracting Officer and one set will be returned to the Contractor.

This clause shall be included in all subcontracts at any tier.

*(End of clause)*

*\*\*Note to Contracting Officer: If using this clause in conjunction
with Clause 3.2.2.3-33, Order of Precedence, a conflict in precedence of
documents may occur. To avoid this, assure that the drawings are listed
in the SIR/contract as attachments to the specifications and not
separately as "other documents, exhibits, and attachments". Doing so
will assure that the drawings are equal in precedence to the
specification and do not have precedence over the specification.)*

3.2.2.3-71 Commencement, Prosecution, and Completion of Work

COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (NOVEMBER 1997)

The Contractor shall (a) commence work under this contract within
\_\_\_\_\_\_\_ *\[Contracting Officer insert number\]* calendar days
after the date the Contractor receives the notice to proceed, (b)
prosecute the work diligently, and (c) complete the entire work ready
for use not later than \_\_\_\_\_\_\_\_ .\* The time stated for
completion shall include final cleanup of the premises.

*(End of clause)*

*\*The Contracting Officer shall specify either a number of days after
the date the contractor receives the notice to proceed, or a calendar
date.*

ALTERNATE I - COMMENCEMENT, PROSECUTION,

AND COMPLETION OF WORK (NOVEMBER 1997)

The Contractor shall (a) commence work under this contract within
\_\_\_\_\_\_\_\_ *\[Contracting Officer insert number\]* calendar days
after the date the Contractor receives the notice to proceed, (b)
prosecute the work diligently, and (c) complete the entire work ready
for use not later than \_\_\_\_\_\_\_\_ .\* The time stated for
completion shall include final cleanup of the premises. The completion
date is based on the assumption that the successful offeror will receive
the notice to proceed by \_\_\_\_\_\_ *\[Contracting Officer insert
date\].* The completion date will be extended by the number of calendar
days after the above date that the Contractor receives the notice to
proceed, except to the extent that the delay in issuance of the notice
to proceed results from the failure of the Contractor to execute the
contract and give the required performance and payment bonds within the
time specified in the offer.

(*End of clause)*

*\*The Contracting Officer shall specify either a number of days after
the date the contractor receives the notice to proceed, or a calendar
date.*

3.2.2.8-6 Time of Delivery

TIME OF DELIVERY (NOVEMBER 1997)

\(a\) The Government requires delivery to be made according to the
following schedule:

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS

ITEM NO. QUANTITY AFTER DATE

OF CONTRACT

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

The Government will evaluate equally, as regards time of delivery,
offers that propose delivery of each quantity within the applicable
delivery period specified above. Offers that propose delivery that will
not clearly fall within the applicable required delivery period
specified above, may be rejected. The Government reserves the right to
award under either the required delivery schedule or the proposed
delivery schedule, when an offeror offers an earlier delivery schedule
than required above. If the offeror proposes no other delivery schedule,
the required delivery schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS

ITEM NO. QUANTITY AFTER DATE

> OF CONTRACT

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(b\) Attention is directed to provisions of the screening information
request/contract that provide that a written award or acceptance of
offer mailed, or otherwise furnished to the successful offeror, results
in a binding contract. The Government will mail or otherwise furnish to
the offeror an award or notice of award not later than the day award is
dated. Therefore, the offeror should compute the time available for
performance beginning with the actual date of award, rather than the
date the written notice of award is received from the Contracting
Officer through the ordinary mails. However, the Government will
evaluate an offer that proposes delivery based on the Contractor\'s date
of receipt of the contract or notice of award by adding (i) five
calendar days for delivery of the award through the ordinary mails, or
(ii) one working day if the solicitation states that the contract or
notice of award will be transmitted electronically. (The term \'working
day\' excludes weekends and U.S. Federal holidays.) If, as so computed,
the offered delivery date is later than the required delivery date, the
offer may be rejected.

*(End of clause)*

ALTERNATE I - TIME OF DELIVERY (NOVEMBER 1997)

*Substitute the following paragraph (b) for paragraph (b) of the basic
clause and express the time by substituting \'on or before\'; \'during
the months \_\_\'; or \'not sooner than \_\_ or later than \_\_ \' as
headings for the third column of paragraph (a) the basic clause.*

\(a\) The Government requires delivery to be made according to the
following schedule:

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ITEM NO. QUANTITY ON OR BEFORE\*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

The Government will evaluate equally, as regards time of delivery,
offers that propose delivery of each quantity within the applicable
delivery period specified above. Offers that propose delivery that will
not clearly fall within the applicable required delivery period
specified above, may be rejected. The Government reserves the right to
award under either the required delivery schedule or the proposed
delivery schedule, when an offeror offers an earlier delivery schedule
than required above. If the offeror proposes no other delivery schedule,
the required delivery schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ITEM NO. QUANTITY ON OR BEFORE\*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(b\) The delivery dates or specific periods above are based on the
assumption that the Government will make award by \_\_\_\_\_\_\_\_\_\_\_
\[*Contracting Officer insert date*\]*.* Each delivery date in the
delivery schedule above will be extended by the number of calendar days
after the above date that the contract is in fact awarded. Attention is
directed to the Contract Award provision of the solicitation that
provides that a written award or acceptance of offer mailed or otherwise
furnished to the successful offeror results in a binding contract.
Therefore, the offeror should compute the time available for performance
beginning with the actual date of award, rather than the date the
written notice of award is received from the Contracting Officer through
the ordinary mails.

*(End of clause)*

*\*This column heading may also be expressed as: during the months
\_\_\_\_\_\_; not sooner than \_\_\_\_\_; not later than \_\_\_\_.*

ALTERNATE II - TIME OF DELIVERY - (NOVEMBER 1997)

*Substitute the following paragraph (b) for paragraph (b) of the basic
clause and express the time of delivery by substituting \'within days
after the date of receipt of a written notice of award\' as the heading
for the third column of paragraph (a) of the basic clause.*

\(a\) The Government requires delivery to be made according to the
following schedule.

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS AFTER DATE

ITEM NO. QUANTITY OF RECEIPT OF WRITTEN AWARD NOTICE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

The Government will evaluate equally, as regards time of delivery,
offers that propose delivery of each quantity within the applicable
delivery period specified above. Offers that propose delivery that will
not clearly fall within the applicable required delivery period
specified above, may be rejected. The Government reserves the right to
award under either the required delivery schedule or the proposed
delivery schedule, when an offeror offers an earlier delivery schedule
than required above. If the offeror proposes no other delivery schedule,
the required delivery schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS AFTER DATE

ITEM NO. QUANTITY OF RECEIPT OF WRITTEN

AWARD NOTICE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(b\) The delivery dates or specific periods above are based on the
assumption that the successful offeror will receive notice of award by
\_\_\_\_\_\_\_\_ *\[Contracting Officer insert date\].* Each delivery
date in the delivery schedule above will be extended by the number of
calendar days after the above date that the Contractor receives notice
of award; provided, that the Contractor promptly acknowledges receipt of
notice of award.

*(End of clause)*

> ALTERNATE III - TIME OF DELIVERY - (NOVEMBER 1997)

*Substitute the following paragraph for paragraph(a) of the basic clause
and delete paragraph (b) in its entirety.*

The Government requires delivery to be made according to the following
schedule:

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

> AWARD NOTICE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

The Government will evaluate equally, as regards time of delivery,
offers that propose delivery of each quantity within the applicable
delivery period specified above. Offers that propose delivery that will
not clearly fall within the applicable required delivery period
specified above may be rejected. The Government reserves the right to
award under either the required delivery schedule or the proposed
delivery schedule, when an offeror offers an earlier delivery schedule
than required above. If the offeror proposes no other delivery schedule,
the required delivery schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

> AWARD NOTICE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

*(End of clause)*

3.2.2.8-7 Desired and Required Time of Delivery

DESIRED AND REQUIRED TIME OF DELIVERY (NOVEMBER 1997)

\(a\) The Government desires delivery to be made according to the
following schedule:

DESIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WITHIN DAYS AFTER

ITEM NO. QUANTITY DATE OF CONTRACT

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

If the offeror is unable to meet the desired delivery schedule, it may,
without prejudicing evaluation of its offer, propose a delivery schedule
below. However, the offeror\'s proposed delivery schedule must not
extend the delivery period beyond the time for delivery in the
Government\'s required delivery schedule as follows:

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS AFTER

ITEM NO. QUANTITY DATE OF CONTRACT

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Offers that propose delivery of a quantity under such terms or
conditions that delivery will not clearly fall within the applicable
required delivery period specified above, may be rejected. If the
offeror proposes no other delivery schedule, the desired delivery
schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> WITHIN DAYS AFTER

ITEM NO. QUANTITY DATE OF CONTRACT

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(b\) Attention is directed to the Contract Award provision of the
solicitation that provides that a written award or acceptance of offer
mailed or otherwise furnished to the successful offeror results in a
binding contract. The Government will mail or otherwise furnish to the
offeror an award or notice of award not later than the day the award is
dated. Therefore, the offeror shall compute the time available for
performance beginning with the actual date of award, rather than the
date the written notice of award is received from the Contracting
Officer through the ordinary mails. However, the Government will
evaluate an offer that proposes delivery based on the Contractor\'s date
of receipt of the contract or notice of award by adding (i) five
calendar days for delivery of the award through the ordinary mails, or
(ii) one working day if the solicitation states that the contract or
notice of award will be transmitted electronically. (The term \'working
day\' excludes weekends and U.S. Federal holidays.) If, as so computed,
the offered delivery date is later than the required delivery date, the
offer may be rejected.

*(End of clause)*

ALTERNATE I - DESIRED AND REQUIRED TIME OF DELIVERY (NOVEMBER 1997)

*Substitute the following paragraph (b) for paragraph (b) of the basic
clause. Also substitute one of the following for the third column of
paragraph (a): \* \'on or before\'; \'during the months \_\_\_\'; or
\'not sooner than \_\_\_ ,or later than \_\_\_ \'as headings for the
third column of paragraph (a) of the basic clause.*

\(a\) The Government desires delivery to be made according to the
following schedule:

DESIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ITEM NO. QUANTITY ON OR BEFORE\*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

If the offeror is unable to meet the desired delivery schedule, it may,
without prejudicing evaluation of its offer, propose a delivery schedule
below. However, the offeror\'s proposed delivery schedule must not
extend the delivery period beyond the time for delivery in the
Government\'s required delivery schedule as follows:

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ITEM NO. QUANTITY ON OR BEFORE\*

**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

Offers that propose delivery of a quantity under such terms or
conditions that delivery will not clearly fall within the applicable
required delivery period specified above, may be rejected. If the
offeror proposes no other delivery schedule, the desired delivery
schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ITEM NO. QUANTITY ON OR BEFORE\*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(b\) The delivery dates or specific periods above are based on the
assumption that the Government will make award by *\[Contracting Officer
insert date\].* Each delivery date in the delivery schedule above will
be extended by the number of calendar days after the above date that the
contract is in fact awarded. Attention is directed to the Contract Award
provision of the solicitation that provides that a written award or
acceptance of offer mailed or otherwise furnished to the successful
offeror results in a binding contract. Therefore, the offeror shall
compute the time available for performance beginning with the actual
date of award, rather than the date the written notice of award is
received from the Contracting Officer through the ordinary mails.

*(End of clause)*

ALTERNATE II - DESIRED AND REQUIRED TIME OF DELIVERY (NOVEMBER 1997)

*Substitute the following (1) heading for the third column and (2)
paragraph (b) for paragraph (b) of the basic clause.*

\(a\) The Government desires delivery to be made according to the
following schedule:

DESIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

NOTICE OF AWARD
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

If the offeror is unable to meet the desired delivery schedule, it may,
without prejudicing evaluation of its offer, propose a delivery schedule
below. However, the offeror\'s proposed delivery schedule must not
extend the delivery period beyond the time for delivery in the
Government\'s required delivery schedule as follows:

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

NOTICE OF AWARD

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Offers that propose delivery of a quantity under such terms or
conditions that delivery will not clearly fall within the applicable
required delivery period specified above, may be rejected. If the
offeror proposes no other delivery schedule, the desired delivery
schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

NOTICE OF AWARD

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(b\) The delivery dates or specific periods above are based on the
assumption that the successful offeror will receive notice of award by
\_\_\_\_\_\_\_\_\_ *\[Contracting Officer insert date\].* Each delivery
date in the delivery schedule above will be extended by the number of
calendar days after the above date that the Contractor receives notice
of award; provided, that the Contractor promptly acknowledges receipt of
notice of award.

*(End of clause)*

ALTERNATE III - DESIRED AND REQUIRED TIME OF DELIVERY (NOVEMBER 1997)

*Delete paragraph (b) of the basic clause and substitute the following
heading for the third column .*

\(a\) The Government desires delivery to be made according to the
following schedule:

DESIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

NOTICE OF AWARD

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

If the offeror is unable to meet the desired delivery schedule, it may,
without prejudicing evaluation of its offer, propose a delivery schedule
below. However, the offeror\'s proposed delivery schedule must not
extend the delivery period beyond the time for delivery in the
Government\'s required delivery schedule as follows:

REQUIRED DELIVERY SCHEDULE

*\[Contracting Officer insert specific details\]*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

NOTICE OF AWARD

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Offers that propose delivery of a quantity under such terms or
conditions that delivery will not clearly fall within the applicable
required delivery period specified above, may be rejected. If the
offeror proposes no other delivery schedule, the desired delivery
schedule above will apply.

OFFEROR\'S PROPOSED DELIVERY SCHEDULE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WITHIN DAYS AFTER

ITEM NO. QUANTITY RECEIPT OF WRITTEN

NOTICE OF AWARD

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

*(End of clause)*

3.2.5-12 Notice of Employment of Former United States Government
Employees (Service Contracts)

NOTICE OF EMPLOYMENT OF FORMER UNITED STATES GOVERNMENT

EMPLOYEES (SERVICE CONTRACTS) (NOVEMBER 1997)

\(a\) This clause implements the Federal Workforce Restructuring Act of
1994 ("Buyout"), P.L. 103-226. The following requirements apply to any
contract, task order, or other arrangement for service contracts entered
into after March 30, 1994 and immediately upon knowledge of such
arrangements.

\(b\) The offeror shall provide, along with the submittal, the following
notice and certification of employment of employee(s) who were
previously employed by the United States Government and received the
voluntary separation incentive payment ("buyout"). This notice is
required immediately upon the Contractor's knowledge at any time during
the contract period. The Contractor shall provide notice to employees
that in accordance with the buyout legislation, the buyout employee
performing on a personal service contract for the Untied States
Government is required to repay the buyout incentive.

NOTICE OF EMPLOYMENT OF FORMER UNITED STATES GOVERNMENT

EMPLOYEES (SERVICE CONTRACTS)

The following individuals are former United States Government employees
who are presently employed
by\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[company
name\].

Former Date of

Employee's Agency of Description of Separation

Name Employment Contract Task Subcontractor from Agency

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_This company has not hired and does not intend to hire any
former United States Government employees who took the buyout.

[Contractor's Certification]{.underline}

On behalf of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[company's name\] I
certify that the above information is accurate and complete to the best
of my knowledge.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Name of Company Representative\]

[Contracting Officer's Certification]{.underline}

I have reviewed the above information and have determined that:

\_\_\_\_ The buyout legislation has not been violated

\_\_\_\_ The employment is in violation of the buyout legislation and
the employee is required to repay the incentive payment. The contractor
shall remind the employee of his/her obligation to pay.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Contracting Officer's Name\]

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date

*(End of clause)*

3.3.1-19 Prompt Payment for Construction Contracts

PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS (NOVEMBER 1997)

Notwithstanding any other payment clause in this contract, the FAA will
make invoice payments and contract financing payments under the terms
and conditions specified in this clause. Payment shall be considered as
being made on the day a check is dated or an electronic funds transfer
is made. All days referred to in this clause are calendar days, unless
otherwise specified.

\(a\) Invoice Payments.

\(1\) For purposes of this clause, there are several types of invoice
payments which may occur under this contract, as follows:

\(i\) Financing payments, if provided for elsewhere in this contract,
based on Contracting Officer approval of the estimated amount and value
of work or services performed, including payments for reaching
milestones in any project:

\(A\) The due date for making such payments shall be 14 days after
receipt of the payment request by the designated billing office.
However, if the designated billing office fails to annotate the payment
request with the actual date of receipt, the payment due date shall be
deemed to be the 14th day after the date the Contractor\'s payment
request is dated, provided a proper payment request is received and
there is no disagreement over quantity, quality, or Contractor
compliance with contract requirements.

\(B\) The due date for payment of any amounts retained by the
Contracting Officer in accordance with the clause "Payments Under
Fixed-Price Construction Contracts," shall be as specified in the
contract or, if not specified, 30 days after approval for release to the
Contractor by the Contracting Officer.

\(ii\) Final payments based on completion and acceptance of all work and
presentation of release of all claims against the FAA arising by virtue
of the contract, and payments for partial deliveries that have been
accepted by the FAA (e.g., each separate building, public work, or other
division of the contract for which the price is stated separately in the
contract):

\(A\) The due date for making such payments shall be either the 30th day
after receipt by the designated billing office of a proper invoice from
the Contractor, or the 30th day after FAA acceptance of the work or
services completed by the Contractor, whichever is later. However, if
the designated billing office fails to annotate the invoice with the
date of actual receipt, the invoice payment due date shall be deemed to
be the 30th day after the date the Contractor\'s invoice is dated,
provided a proper invoice is received and there is no disagreement over
quantity, quality, or Contractor compliance with contract requirements.

\(B\) On a final invoice where the payment amount is subject to contract
settlement actions (e.g., release of claims), acceptance shall be deemed
to have occurred on the effective date of the contract settlement.

\(2\) An invoice is the Contractor\'s bill or written request for
payment under the contract for work or services performed under the
contract. An invoice shall be prepared and submitted to the designated
billing office. A proper invoice must include the items listed in
subdivisions (a)(2)(i) through (a)(2)(ix) of this clause. If the invoice
does not comply with these requirements, the Contractor will be notified
of the defect within 7 days after receipt of the invoice at the
designated billing office. Untimely notification will be taken into
account in the computation of any interest penalty owed the Contractor
in the manner described in subparagraph (a)(4) of this clause:

\(i\) Name and address of the Contractor.

\(ii\) Invoice date.

\(iii\) Contract number of other authorization for work or services
performed (including order number and contract line item number).

\(iv\) Description of work or services performed.

\(v\) Delivery and payment terms (e.g., prompt payment discount terms).

\(vi\) Name and address of Contractor official to whom payment is to be
sent (must be the same as that in the contract or in a proper notice of
assignment).

\(vii\) Name (where practicable), title, phone number, and mailing
address of person to be notified in event of a defective invoice.

\(viii\) For payments described in subdivision (a)(1)(i) of this clause,
substantiation of the amounts requested and certification in accordance
with the requirements of the clause "Payments Under Fixed-Price
Construction Contracts."

\(ix\) Any other information or documentation required by the contract.

\(3\) An interest penalty shall be paid automatically by the designated
payment office, without request from the Contractor, if payment is not
made by the due date and the conditions listed in subdivisions (a)(3)(i)
through (a)(3)(iii) of this clause are met, if applicable.

\(i\) A proper invoice was received by the designated billing office.

\(ii\) A receiving report or other FAA documentation authorizing payment
was processed and there was no disagreement over quantity, quality,
Contractor compliance with any contract term or condition, or requested
progress payment amount.

\(iii\) In the case of a final invoice for any balance of funds due the
Contractor for work or services performed, the amount was not subject to
further contract settlement actions between the FAA and the Contractor.

\(4\) The interest penalty shall be as specified in the "Interest"
clause. If the designated billing office failed to notify the Contractor
of a defective invoice within the periods prescribed in subparagraph
(a)(2) of this clause, then the due date on the corrected invoice will
be adjusted by subtracting the number of days taken beyond the
prescribed notification of defects period. Any interest penalty owed the
Contractor will be based on this adjusted due date. Adjustments will be
made by the designated payment office for errors in calculating interest
penalties, if requested by the Contractor.

\(i\) For the sole purpose of computing an interest penalty that might
be due the Contractor for payments described in subdivision (a)(1)(ii)
of this clause, FAA acceptance or approval shall be deemed to have
occurred constructively on the 7th day after the Contractor has
completed the work or services in accordance with the terms and
conditions of the contract. In the event that actual acceptance or
approval occurs within the constructive acceptance or approval period,
the determination of an interest penalty shall be based on the actual
date of acceptance or approval. Constructive acceptance or constructive
approval requirements do not apply if there is a disagreement over
quantity, quality, or Contractor compliance with a contract provision.
These requirements also do not compel FAA officials to accept work or
services, approve Contractor estimates, perform contract administration
functions, or make payment prior to fulfilling their responsibilities.

\(ii\) The following periods of time will not be included in the
determination of an interest penalty:

\(A\) The period taken to notify the Contractor of defects in invoices
submitted to the FAA , but this may not exceed 7 days.

\(B\) The period between the defects notice and resubmission of the
corrected invoice by the Contractor.

\(iii\) Interest penalties will not continue to accrue after the filing
of a claim for such penalties under FAA contract disputes resolution
procedures. Interest penalties of less than \$1.00 need not be paid.

\(iv\) Interest penalties are not required on payment delays due to
disagreement between the FAA and Contractor over the payment amount or
other issues involving contract compliance, or on amounts temporarily
withheld or retained in accordance with the terms of the contract.
Contract disputes, and any interest that may be payable, will be
resolved under FAA contract disputes resolution procedures.

\(5\) An interest penalty shall also be paid automatically by the
designated payment office, without request from the Contractor, if a
discount for prompt payment is taken improperly. The interest penalty
will be calculated on the amount of discount taken for the period
beginning with the first day after the end of the discount period
through the date when the Contractor is paid.

\(b\) Contract Financing Payments.

\(1\) For purposes of this clause, if applicable, contract financing
payments, mean FAA disbursements of monies to a Contractor under a
contract clause or other authorization without regard to acceptance of
supplies or services by the FAA , other than financing payments based on
estimates of amount and value of work performed.

\(2\) If this contract provides for contract financing payments,
requests for payment shall be submitted to the designated billing office
as specified in this contract or as directed by the Contracting Officer.
Contract financing payments shall be made on the 30th day after receipt
of a proper contract payment request by the designated billing office.
In the event that an audit or other review of a specific payment request
is required to ensure compliance with the terms and conditions of the
contract, the designated payment office is not compelled to make payment
by the due date specified. Contract financing payments shall not be
assessed an interest penalty for payment delays.

\(c\) The Contractor shall include in each subcontract for property or
services (including a material supplier) for the purpose of performing
this contract the following:

\(1\) A payment clause which obligates the Contractor to pay the
subcontractor for satisfactory performance under its subcontract not
later than 7 days from receipt of payment out of such amounts as are
paid to the Contractor under the contract.

\(2\) An interest penalty clause obligates the Contractor to pay to the
subcontractor an interest penalty for each payment not made in
accordance with the payment clause-

\(i\) For the period beginning on the day after the required payment
date and ending on the date on which payment of the amount due is made;
and

\(ii\) Computed in accordance with the "Interest" clause.

\(3\) A clause requiring each subcontractor to include a payment clause
and an interest penalty clause conforming to the standards set forth in
subparagraphs (c)(1) and (c)(2) of this clause in each of its
subcontracts, and to require each of its subcontractors to include such
clauses in their subcontracts with each lower- tier subcontractor or
supplier.

\(d\) The clauses required by paragraph (c) of this clause shall not be
constructed to impair the right of Contractor or a subcontractor at any
tier to negotiate, and to include in their subcontract, provisions
which-

\(1\) Permit the Contractor of a subcontractor to retain (without cause)
a specified percentage of each progress payment otherwise due to a
subcontractor for satisfactory performance under the subcontract without
incurring any obligation to pay a late payment interest penalty, in
accordance with terms and conditions agreed to by the parties to the
subcontract, giving such recognition as the parties deem appropriate to
the ability of a subcontractor to furnish a performance bond and a
payment bond;

\(2\) Permit the Contractor or subcontractor to make determination that
part or all of the subcontractor\'s request for payment may be withheld
in accordance with the subcontract agreement;

\(3\) Permit such withholding without incurring any obligation to pay a
late payment penalty if-

\(i\) A notice conforming to the standards of paragraph (g) of this
clause has been previously furnished to the subcontractor,

\(ii\) A copy of any notice issued by a Contractor pursuant to
subdivision (d)(3)(i) of this clause has been furnished to the
Contracting Officer.

\(e\) If a Contractor, after making a request for payment to the FAA but
before making a payment to a subcontractor for the subcontractor\'s
performance covered by the payment request, discovers that all or a
portion of the payment otherwise due such subcontractor is subject to
withholding from the subcontractor in accordance with the subcontract
agreement, then the Contractor shall-

\(1\) Furnish to the subcontractor a notice conforming to the standards
of paragraph (g) of this clause as soon as practicable upon ascertaining
the cause giving rise to a withholding, but prior to the due date for
subcontractor payment;

\(2\) Furnish to the Contracting Officer, as soon as practicable, a copy
of the notice furnished to the subcontractor pursuant to subparagraph
(e)(1) of this clause;

\(3\) Reduce the subcontractor\'s progress payment by an amount not to
exceed the amount specified in the notice of withholding furnished under
subparagraph (e)(1) of this clause;

\(4\) Pay the subcontractor as soon as practicable after the correction
of the identified subcontract performance deficiency, and-

\(i\) Make such payment within-

\(A\) Seven days after correction of the identified subcontract
performance deficiency (unless the funds therefor must be recovered from
the FAA because of a reduction under subdivision (e)(5)(i)) of this
clause; or

\(B\) Seven days after the Contractor recovers such funds from the FAA;
or

\(ii\) Incur an obligation to pay a late payment interest penalty
computed in accordance with the "Interest" clause;

\(5\) Notify the Contracting Officer upon-

\(i\) Reduction of the amount of any subsequent certified application
for payment; or

\(ii\) Payment to the subcontractor of any withheld amounts of a
progress payment, specifying-

\(A\) The amounts withheld under subparagraph (e)(1) of this clause;

\(B\) The dates that such withholding began and ended; and

\(6\) Be obligated to pay to the FAA an amount equal to interest on the
withheld from the 8th day after receipt of the withheld amounts from the
FAA until-

\(i\) The day the identified subcontractor performance deficiency is
corrected; or

\(ii\) The date that any subsequent payment is reduced under subdivision
(e)(5)(i) of this clause.

(f)(1) If a Contractor, after making payment to a first-tier
subcontractor, receives from a supplier or subcontractor of the
first-tier subcontractor (hereafter referred to as a second-tier
subcontractor) a written notice in accordance with section 2 of the Act
of August 24, 1935 (40 U.S.C. 270b, Miller Act), asserting a deficiency
in such first-tier subcontractor\'s performance under the contract for
which the Contractor may be ultimately liable, and the Contractor
determines that all or a portion of future payments otherwise due such
first-tier subcontractor is subject to withholding in accordance with
the subcontract agreement, then the Contractor may, without incurring an
obligation to pay an interest penalty under subparagraph (e)(6) of this
clause-

\(i\) Furnish to the first-tier subcontractor a notice conforming to the
standards of paragraph (g) of this clause as soon as practicable upon
making such determination; and

\(ii\) Withhold from the first-tier subcontractor\'s next available
progress payment or payments an amount not to exceed the amount
specified in the notice of withholding furnished under subdivision
(f)(1)(i) of this clause.

\(2\) As soon as practicable, but not later than 7 days after receipt of
satisfactory written notification that the identified subcontract
performance deficiency has been corrected, the Contractor shall pay the
amount withheld under subdivision (f)(1)(ii) of this clause to such
first-tier subcontractor, or shall incur an obligation to pay a late
payment interest penalty to such first-tier subcontractor computed in
accordance with the "Interest" clause.

\(g\) A written notice of any withholding shall be issued to a
subcontractor (with a copy to the Contracting Officer of any such notice
issued by the Contractor), specifying:

\(1\) The amount to be withheld;

\(2\) The specific causes for the withholding under the terms of the
subcontract; and

\(3\) The remedial actions to be taken by the subcontractor in order to
receive payment of the amounts withheld.

\(h\) The Contractor may not request payment from the FAA of any amount
withheld or retained in accordance with paragraph (d) of this clause
until such time as the Contractor has determined and certified to the
Contracting Officer that the subcontractor is entitled to the payment of
such amount.

\(i\) A dispute between the Contractor and subcontractor relating to the
amount or entitlement of a subcontractor to a payment or a late payment
interest penalty under a clause included in the subcontract pursuant to
paragraph (c) of this clause does not constitute a dispute to which the
FAA is a party. The FAA may not be interpleaded in any judicial or
administrative proceeding involving such a dispute.

\(j\) Except as provided in paragraph (i) of this clause, this clause
shall not limit or impair any contractual, administrative, or judicial
remedies otherwise available to the Contractor or a subcontractor in the
event of a dispute involving late payment or nonpayment by the
Contractor or deficient subcontract performance or nonperformance by a
subcontractor.

\(k\) The Contractor\'s obligation to pay an interest penalty to a
subcontractor pursuant to the clauses included in a subcontract under
paragraph (c) of this clause shall not be construed to be an obligation
of the FAA for such interest penalty. A cost reimbursement claim may not
include any amount for reimbursement of such interest penalty.

(*End of clause*)

3.3.1-28 Notice of Progress Payments

NOTICE OF PROGRESS PAYMENTS (NOVEMBER 1997)

The need for progress payments will not be considered a handicap or
adverse factor in the award of the contract. The Progress Payments
clause included in this screening information request will be included
in any resulting contract. Even though the clause is included in the
contract, the clause shall be inoperative during any time the
contractor\'s accounting system and controls are determined by the
Government to be inadequate for segregation and accumulation of contract
costs.

*(End of provision)*

3.3.1-29 Notice of Availability of Progress Payments Exclusively For
Small Business Concerns

NOTICE OF AVAILABILITY OF PROGRESS PAYMENTS EXCLUSIVELY FOR SMALL
BUSINESS CONCERNS (NOVEMBER 1997)

The Progress Payments clause will be available only to small business
concerns. Any submission conditioned upon inclusion of a progress
payment clause in the resulting contract may be rejected if the
submitter is not a small business concern.

*(End of provision)*

3.3.1-30 Progress Payments Not Included.

PROGRESS PAYMENTS NOT INCLUDED (NOVEMBER 1997)

A progress payments clause is not included in this screening information
request, and will not be added to the resulting contract at the time of
award. Submissions conditioned upon inclusion of a progress payment
clause in the resulting contract will not be considered.

*(End of provision)*

3.3.1-31 Progress Payments

PROGRESS PAYMENTS (NOVEMBER 1997)

Progress payments shall be made to the Contractor when requested as work
progresses, but not more frequently than monthly in amounts approved by
the Contracting Officer, under the following conditions:

\(a\) Computation of amounts.

1.  Unless the Contractor requests a smaller amount, each progress
    payment shall be computed as:

\(i\) 80 percent of the Contractor\'s cumulative total costs under this
contract*,* as shown by records maintained by the Contractor for the
purpose of obtaining payment under Government contracts, plus

ii. progress payments to subcontractors (see paragraph (j) below), all
    less the sum of all

previous progress payments made by the Government under this contract.

\(iii\) Cost of money is allowable subject to the requirements of clause
3.3.2-1, "FAA Cost Principles".

\(2\) The following conditions apply to the timing of including costs in
progress payment requests:

\(i\) The costs of supplies and services purchased by the Contractor
directly for this contract may be included only after payment by cash,
check, or other form of actual payment.

\(ii\) Costs for the following may be included when incurred, even if
before payment, when the Contractor is not delinquent in payment of the
costs of contract performance in the ordinary course of business:

\(A\) Materials issued from the Contractor\'s stores inventory and
placed in the production process for use on this contract.

\(B\) Direct labor, direct travel, and other direct in-house costs.

\(C\) Properly allocable and allowable indirect costs.

\(iii\) Accrued costs of Contractor contributions under employee pension
or other postretirement benefit, profit sharing, and stock ownership
plans shall be excluded until actually paid unless\-\--

\(A\) The Contractor\'s practice is to contribute to the plans quarterly
or more frequently; and

\(B\) The contribution does not remain unpaid 30 days after the end of
the applicable quarter or shorter payment period (any contributions
remaining unpaid shall be excluded from the Contractor\'s total costs
for progress payments until paid).

\(iv\) If the contract is subject to the special transition method
authorized in Cost Accounting Standard (CAS) 410, Allocation of Business
Unit General and Administrative Expense to Final Cost Objective, General
and Administrative expenses (G&A) shall not be included in progress
payment requests until the suspense account prescribed in CAS 410 is
less than\--

\(A\) Five million dollars; or

\(B\) The value of the work-in-process inventories under contracts
entered into after the suspense account was established (only a pro rata
share of the G&A allocable to the excess of the inventory over the
suspense account value is includable in progress payment requests under
this contract).

\(3\) The Contractor shall not include the following in total costs for
progress payment purposes in subparagraph (a)(1)(i) above:

\(i\) Costs that are not reasonable, allocable to this contract, and
consistent with sound and generally accepted accounting principles and
practices.

\(ii\) Costs incurred by subcontractors or suppliers.

\(iii\) Costs ordinarily capitalized and subject to depreciation or
amortization except for the properly depreciated or amortized portion of
such costs.

\(iv\) Payments made or amounts payable to subcontractors or suppliers,
except for\--

\(A\) Completed work, including partial deliveries, to which the
Contractor has acquired title; and

\(B\) Work under cost-reimbursement or time-and-material subcontracts to
which the Contractor has acquired title.

\(4\) The amount of unliquidated progress payments may exceed neither
(i) the progress payments made against incomplete work (including
allowable unliquidated progress payments to subcontractors) nor (ii) the
value, for progress payment purposes, of the incomplete work. Incomplete
work shall be considered to be the supplies and services required by
this contract, for which delivery and invoicing by the Contractor and
acceptance by the Government are incomplete.

\(5\) The total amount of progress payments shall not exceed 80 percent
of the total contract price.

\(6\) If a progress payment or the unliquidated progress payments exceed
the amounts permitted by subparagraphs (a)(4) or (a)(5) above, the
Contractor shall repay the amount of such excess to the Government on
demand.

\(b\) Liquidation. Except as provided in termination clauses of the
contract, all progress payments shall be liquidated by deducting from
any payment under this contract, other than advance or progress
payments, the unliquidated progress payments, or 80 percent of the
amount invoiced, whichever is less. The Contractor shall repay to the
Government any amounts required by a retroactive price reduction, after
computing liquidations and payments on past invoices at the reduced
prices and adjusting the unliquidated progress payments accordingly. The
Government reserves the right to unilaterally change from the ordinary
liquidation rate to an alternate rate when deemed appropriate for proper
contract financing.

\(c\) Reduction or suspension. The Contracting Officer may reduce or
suspend progress payments, increase the rate of liquidation, or take a
combination of these actions, after finding on substantial evidence any
of the following conditions:

\(1\) The Contractor failed to comply with any material requirement of
this contract (which includes paragraphs (f) and (g) below).

\(2\) Performance of this contract is endangered by the Contractor\'s
(i) failure to make progress or (ii) unsatisfactory financial condition.

\(3\) Inventory allocated to this contract substantially exceeds
reasonable requirements.

\(4\) The Contractor is delinquent in payment of the costs of performing
this contract in the ordinary course of business.

\(5\) The unliquidated progress payments exceed the fair value of the
work accomplished on the undelivered portion of this contract.

\(6\) The Contractor is realizing less profit than that reflected in the
establishment of any alternate liquidation rate in paragraph (b) above,
and that rate is less than the progress payment rate stated in
subparagraph (a)(1) above.

d.  Title.

\(1\) Title to the property described in this paragraph (d) shall vest
in the Government. Vestiture shall be immediately upon the date of this
contract, for property acquired or produced before that date. Otherwise,
vestiture shall occur when the property is or should have been allocable
or properly chargeable to this contract.

\(2\) \'Property,\' as used in this clause, includes all of the
below-described items acquired or produced by the Contractor that are or
should be allocable or properly chargeable to this contract under sound
and generally accepted accounting principles and practices.

\(i\) Parts, materials, inventories, and work in process;

\(ii\) Special tooling and special test equipment to which the
Government is to acquire title under any other clause of this contract;

\(iii\) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures,
molds, patterns, taps, gauges, test equipment, and other similar
manufacturing aids, title to which would not be obtained as special
tooling under subparagraph (ii) above; and

\(iv\) Drawings and technical data, to the extent the Contractor or
subcontractors are required to deliver them to the Government by other
clauses of this contract.

\(3\) Although title to property is in the Government under this clause,
other applicable clauses of this contract; e.g., the termination or
special tooling clauses, shall determine the handling and disposition of
the property.

\(4\) The Contractor may sell any scrap resulting from production under
this contract without requesting the Contracting Officer\'s approval,
but the proceeds shall be credited against the costs of performance.

\(5\) To acquire for its own use or dispose of property to which title
is vested in the Government under this clause, the Contractor must
obtain the Contracting Officer\'s advance approval of the action and the
terms. The Contractor shall (i) exclude the allocable costs of the
property from the costs of contract performance, and (ii) repay to the
Government any amount of unliquidated progress payments allocable to the
property. Repayment may be by cash or credit memorandum.

\(6\) When the Contractor completes all of the obligations under this
contract, including liquidation of all progress payments, title shall
vest in the Contractor for all property (or the proceeds thereof) not---

\(i\) Delivered to, and accepted by, the Government under this contract;
or

\(ii\) Incorporated in supplies delivered to, and accepted by, the
Government under this contract and to which title is vested in the
Government under this clause.

\(7\) The terms of this contract concerning liability for
Government-furnished property shall not apply to property to which the
Government acquired title solely under this clause.

\(e\) Risk of loss. Before delivery to and acceptance by the Government,
the Contractor shall bear the risk of loss for property, the title to
which vests in the Government under this clause, except to the extent
the Government expressly assumes the risk. The Contractor shall repay
the Government an amount equal to the unliquidated progress payments
that are based on costs allocable to property that is damaged, lost,
stolen, or destroyed.

\(f\) Control of costs and property. The Contractor shall maintain an
accounting system and controls adequate for the proper administration of
this clause.

\(g\) Reports and access to records. The Contractor shall promptly
furnish reports, certificates, financial statements, and other pertinent
information reasonably requested by the Contracting Officer for the
administration of this clause. Also, the Contractor shall give the
Government reasonable opportunity to examine and verify the
Contractor\'s books, records, and accounts.

h.  Special terms regarding default. If this contract is terminated
    under the contract default clause,

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1.  The Contractor shall, on demand, repay to the Government the amount
    of unliquidated

progress payments and

\(2\) Title shall vest in the Contractor, on full liquidation of
progress payments, for all property for which the Government elects not
to require delivery under the contract default clause. The Government
shall be liable for no payment except as provided by the contract
default clause.

i.  Reservations of rights.

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1.  No payment or vesting of title under this clause shall

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i.  excuse the Contractor from performance of obligations under this
    contract or

\(ii\) constitute a waiver of any of the rights or remedies of the
parties under the contract.

2.  The Government\'s rights and remedies under this clause

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i.  shall not be exclusive but rather shall be in addition to any other
    rights and remedies

provided by law or this contract and

\(ii\) shall not be affected by delayed, partial, or omitted exercise of
any right, remedy, power, or privilege, nor shall such exercise or any
single exercise preclude or impair any further exercise under this
clause or the exercise of any other right, power, or privilege of the
Government.

\(j\) Progress payments to subcontractors. The amounts mentioned in
(a)(1)(ii) above shall be all progress payments to subcontractors or
divisions, if the following conditions are met:

\(1\) The amounts included are limited to (i) the unliquidated remainder
of progress payments made plus (ii) for small business concerns any
unpaid subcontractor requests for progress payments that the Contractor
has approved for current payment in the ordinary course of business.

\(2\) The subcontract or interdivisional order is expected to involve a
minimum of approximately 6 months between the beginning of work and the
first delivery, or, if the subcontractor is a small business concern, 4
months.

\(3\) The terms of the subcontract or interdivisional order concerning
progress payments\--

\(i\) Are substantially similar to the terms of this clause at 3.3.1-31,
Progress Payments, for any subcontractor that is a large business
concern;

\(ii\) Are at least as favorable to the Government as the terms of this
clause;

\(iii\) Are not more favorable to the subcontractor or division than the
terms of this clause are to the Contractor;

\(iv\) Shall indicate that the Contractor, and not the Government,
awards the subcontract and administers the progress payments.

\(v\) Subordinate all subcontractor rights concerning property to which
the Government has title under the subcontract to the Government\'s
right to require delivery of the property to the Government if (A) the
Contractor defaults or (B) the subcontractor becomes bankrupt or
insolvent.

\(4\) The progress payment rate in the subcontract is 80% unless the
subcontractor specifies a lesser amount. If the subcontractor is a small
business concern, the progress payment rate may be up to 85%.

\(5\) The parties agree concerning any proceeds received by the
Government for property to which title has vested in the Government
under the subcontract terms, that the proceeds shall be applied to
reducing any unliquidated progress payments by the Government to the
Contractor under this contract.

\(6\) If no unliquidated progress payments to the Contractor remain, but
there are unliquidated progress payments that the Contractor has made to
any subcontractor, the Contractor shall be subrogated to all the rights
the Government obtained through the terms required by this clause to be
in any subcontract, as if all such rights had been assigned and
transferred to the Contractor.

\(7\) The Contractor shall pay the subcontractor\'s progress payment
request under subdivision (j)(1)(ii) above, within a reasonable time
after receiving the Government progress payment covering those amounts.

\(8\) To facilitate small business participation in subcontracting under
this contract, the Contractor agrees to provide progress payments to
small business concerns of up to 85%. The Contractor further agrees that
the need for such progress payments shall not be considered as a
handicap or adverse factor in the award of subcontracts.

\(k\) Limitations on Undefinitized Contract Actions. Notwithstanding any
other progress payment provisions in this contract, progress payments
may not exceed 80 percent of costs incurred on work accomplished under
undefinitized contract actions. A contract action\' is any action
resulting in a contract, including contract modifications for additional
supplies or services, but not including contract modifications that are
within the scope and under the terms of the contract, such as contract
modifications issued pursuant to the Changes clause, or funding and
other administrative changes. This limitation shall apply to the costs
incurred, as computed in accordance with paragraph (a) of this clause,
and shall remain in effect until the contract action is definitized.
Costs incurred which are subject to this limitation shall be segregated
on Contractor progress payment requests and invoices from those costs
eligible for higher progress payment rates. For purposes of progress
payment liquidation, as described in paragraph (b) of this clause,
progress payments for undefinitized contract actions shall be liquidated
at 80 percent of the amount invoiced for work performed under the
undefinitized contract action as long as the contract action remains
undefinitized. The amount of unliquidated progress payments for
undefinitized contract actions shall not exceed 80 percent of the
maximum liability of the Government under the undefinitized contract
action or such lower limit specified elsewhere in the contract. Separate
limits may be specified for separate actions.

*(End of clause)*

ALTERNATE I - PROGRESS PAYMENTS (NOVEMBER 1997)

*Substitute the following paragraphs(a)(1) and (a)(2) in the basic
clause*

Progress payments shall be made to the Contractor when requested as work
progresses, but not more frequently than monthly in amounts approved by
the Contracting Officer, under the following conditions:

\(a\) Computation of amounts.

\(1\) Unless the Contractor requests a smaller amount, each progress
payment shall be computed as

\(i\) 85 percent of the Contractor\'s total costs incurred under this
contract whether or not actually paid, plus

\(ii\) progress payments to subcontractors (see paragraph (j) below),
all less the sum of all previous progress payments made by the
Government under this contract.

\(iii\) Cost of money is allowable subject to the requirements of clause
3.3.2-1, "FAA Cost Principles".

\(2\) Accrued costs of Contractor contributions under employee pension
plans shall be excluded until actually paid unless---

\(i\) The Contractor\'s practice is to make contributions to the
retirement fund quarterly or more frequently; and

(ii)The contribution does not remain unpaid 30 days after the end of the
applicable quarter or shorter payment period (any contribution remaining
unpaid shall be excluded from the Contractor\'s total costs for progress
payments until paid).

\(A\) Materials issued from the Contractor\'s stores inventory and
placed in the production process for use on this contract.

\(B\) Direct labor, direct travel, and other direct in-house costs.

\(C\) Properly allocable and allowable indirect costs.

\(iii\) Accrued costs of Contractor contributions under employee pension
or other postretirement benefit, profit sharing, and stock ownership
plans shall be excluded until actually paid unless\-\--

\(A\) The Contractor\'s practice is to contribute to the plans quarterly
or more frequently; and

\(B\) The contribution does not remain unpaid 30 days after the end of
the applicable quarter or shorter payment period (any contributions
remaining unpaid shall be excluded from the Contractor\'s total costs
for progress payments until paid).

\(iv\) If the contract is subject to the special transition method
authorized in Cost Accounting Standard (CAS) 410, Allocation of Business
Unit General and Administrative Expense to Final Cost Objective, General
and Administrative expenses (G&A) shall not be included in progress
payment requests until the suspense account prescribed in CAS 410 is
less than\--

\(A\) Five million dollars; or

\(B\) The value of the work-in-process inventories under contracts
entered into after the suspense account was established (only a pro rata
share of the G&A allocable to the excess of the inventory over the
suspense account value is includable in progress payment requests under
this contract).

ALTERNATE II - PROGRESS PAYMENTS (NOVEMBER 1997)

*Add the following "l" and "m" to the basic clause:*

l.  Progress payments made under this letter contract shall, unless
    previously liquidated under paragraph

\(b\) of this clause, be liquidated under the following procedures:

\(1\) If this letter contract is superseded by a definitive contract,
unliquidated progress payments made

under this letter contract shall be liquidated by deducting the amount
from the first progress or other payments made under the definitive
contract.

\(2\) If this letter contract is not superseded by a definitive contract
calling for the furnishing of all or part of the articles or services
covered under the letter contract, unliquidated progress payments made
under the letter contract shall be liquidated by deduction from the
amount payable under the Termination clause.

\(3\) If this letter contract is partly terminated and partly superseded
by a contract, the Government shall allocate the unliquidated progress
payments to the terminated and unterminated portions as the Government
deems equitable, and shall liquidate each portion under the relevant
procedure in subparagraphs (l)(1) and (l)(2) of this clause.

\(4\) If the method of liquidating progress payments provided in this
clause does not result in full liquidation, the Contractor shall
immediately pay the unliquidated balance to the Government on demand.

\(m\) The amount of unliquidated progress payments shall not exceed
\_\_\_\_\_\_\_\_\_(specify dollar amount).

*(End of clause)*

3.6.2-7 Preaward On-Site Equal Opportunity Compliance Review

PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW (NOVEMBER 1997)

An award in the amount of \$10 million or more will not be made under
this screening information request unless the offeror and each of its
known first-tier subcontractors (to whom it intends to award a
subcontract of \$10 million or more are found, on the basis of a
compliance review, to be able to comply with the provisions of the
\"Equal Opportunity\" clause of this screening information request.

*(End of provision)*

3.6.2-9 Equal Opportunity

EQUAL OPPORTUNITY (NOVEMBER 1997)

\(a\) If, during any 12-month period (including the 12 months preceding
the award of this contract), the Contractor has been or is awarded
nonexempt Federal contracts and/or subcontracts that have an aggregate
value in excess of \$10 million the Contractor shall comply with
subparagraphs (b)(1) through (11) below. Upon request, the Contractor
shall provide information necessary to determine the applicability of
this clause.

\(b\) During performing this contract, the Contractor agrees as follows:

\(1\) The Contractor shall not discriminate against any employee or
applicant for employment because of race, color, religion, sex, or
national origin.

\(2\) The Contractor shall take affirmative action to ensure that
applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or
national origin. This shall

include, but not be limited to, (i) employment, (ii) upgrading, (iii)
demotion, (iv) transfer, (v) recruitment or recruitment advertising,
(vi) layoff or termination, (vii) rates of pay or other forms of
compensation,

and (viii) selection for training, including apprenticeship.

\(3\) The Contractor shall post in conspicuous places available to
employees and applicants for employment the notices that explain this
clause.

\(4\) The Contractor shall, in all solicitations or advertisement for
employees placed by or on behalf of the Contractor, state that all
qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, or national origin.

\(5\) The Contractor shall send, to each labor union or representative
of workers with which it has a collective bargaining agreement or other
contract or understanding, the notice to be provided by the Contracting
Officer advising the labor union or workers\' representative of the
Contractor\'s commitments under this clause, and post copies of the
notice in conspicuous places available to employees and applicants for
employment.

\(6\) The Contractor shall comply with Executive Order 11246, as
amended, and the rules, regulations, and orders of the Secretary of
Labor.

\(7\) The Contractor shall furnish to the contracting agency all
information required by Executive Order 11246, as amended, and by the
rules, regulations, and orders of the Secretary of Labor. Standard Form
100 (EEO-1), or any successor form, is the prescribed form to be filed
within 30 days following the award, unless filed within 12 months
preceding the date of award.

\(8\) The Contractor shall permit access to its books, records, and
accounts by the contracting agency or the Office of Federal Contract
Compliance Programs (OFCCP) for the purposes of investigation to
ascertain the Contractor\'s compliance with the applicable rules,
regulations, and orders.

\(9\) If the OFCCP determines that the Contractor is not in compliance
with this clause or any rule, regulation, or order of the Secretary of
Labor, the contract may be canceled, terminated, or suspended in whole
or in part and the Contractor may be declared ineligible for further
Government contracts, under the procedures authorized in Executive Order
11246, as amended. In addition, sanctions may be imposed and remedies
invoked against the Contractor as provided in Executive Order 11246, as
amended, the rules, regulations, and orders of the Secretary of Labor,
or as otherwise provided by law.

\(10\) The Contractor shall include the terms and conditions of
subparagraph (b)(1) through (11) of this clause in every subcontract or
purchase order that is not exempted by the rules, regulations, or orders
of the Secretary of Labor issued under Executive Order 11246, as
amended, so that these terms and conditions will be binding upon each
subcontractor or

vendor.

\(11\) The Contractor shall take such action with respect to any
subcontract or purchase order as the contracting agency may direct as a
means of enforcing these terms and conditions, including sanctions for
noncompliance; provided, that if the Contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as a
result of any direction, the Contractor may request the United States to
enter into the litigation to protect the interests of the United States.

\(c\) Notwithstanding any other clause in this contract, disputes
relative to this clause will be governed by the procedures in 41 CFR
60-1.1.

*(End of clause)*

3.6.2-10 Equal Opportunity Preaward Clearance of Subcontracts

EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS

(NOVEMBER 1997)

Notwithstanding the clause of this contract titled 3.10.2-1,
Subcontracts (Fixed-Price Contracts), the Contractor shall not enter
into a first-tier subcontract for an estimated or actual amount of \$10
million or more without obtaining in writing from the Contracting
Officer a clearance that the proposed subcontractor is in compliance
with equal opportunity requirements and therefore is eligible for award.

*(End of clause)*

3.6.2-12 Affirmative Action for Special Disabled and Vietnam Era
Veterans

AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND

VIETNAM ERA VETERANS (NOVEMBER 1997)

\(a\) Definitions.

\(1\) \"Appropriate office of the State employment service system,\" as
used in this clause, means the local office of the Federal-State
national system of public employment offices assigned to serve the area
where the employment opening is to be filled, including the District of
Columbia, Guam, Puerto Rico, Virgin Islands, American Samoa, and the
Trust Territory of the Pacific Islands.

\(2\) \"Openings that the Contractor proposes to fill from within its
own organization,\" as used in this clause, means employment openings
for which no one outside the Contractor\'s organization (including any
affiliates, subsidiaries, and the parent companies) will be considered
and includes any openings that the Contractor proposes to fill from
regularly established \'recall\' lists.

\(3\) \"Openings that the Contractor proposes to fill under a customary
and traditional employer-union hiring arrangement,\" as used in this
clause, means employment openings that the Contractor proposes to fill
from union halls, under their customary and traditional employer-union
hiring relationship.

\(4\) \"Suitable employment openings,\" as used in this clause\--(1)
Includes, but is not limited to, openings that occur in jobs categorized
as---

\(i\) Production and nonproduction;

\(ii\) Plant and office; (iii) Laborers and mechanics;

\(iv\) Supervisory and nonsupervisory;

\(v\) Technical; and

\(vi\) Executive, administrative, and professional positions compensated
on a salary basis of less than \$25,000 a year; and (2) Includes
full-time employment, temporary employment of over 3 days, and part-time
employment, but not openings that the Contractor proposes to fill from
within its own organization or under a customary and traditional
employer-union hiring arrangement, nor openings in an educational
institution that are restricted to students of that institution.

\(b\) General.

\(1\) Regarding any position for which the employee or applicant for
employment is qualified, the Contractor shall not discriminate against
the individual because the individual is a special disabled or Vietnam
Era veteran. The Contractor agrees to take affirmative action to employ,
advance in employment and otherwise treat qualified special disabled and
Vietnam Era veterans without discrimination based upon their disability
or veterans\' status in all employment practices such as---

\(i\) Employment;

\(ii\) Upgrading;

\(iii\) Demotion or transfer;

\(iv\) Recruitment;

\(v\) Advertising;

\(vi\) Layoff or termination;

\(vii\) Rates of pay or other forms of compensation; and (viii)
Selection for training, including apprenticeship.

\(2\) The Contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor (Secretary) issued under the
Vietnam Era Veterans\' Readjustment Assistance Act of 1972 (the Act), as
amended.

\(c\) Listing openings.

\(1\) The Contractor agrees to list all suitable employment openings
existing at contract award or occurring during contract performance, at
an appropriate office of the State employment service system in the
locality where the opening occurs. These openings include those
occurring at any Contractor facility, including one not connected with
performing this contract. An independent corporate affiliate is exempt
from this requirement.

\(2\) State and local government agencies holding Federal contracts of
\$10,000 or more shall also list all their suitable openings with the
appropriate office of the State employment service.

\(3\) The listing of suitable employment openings with the State
employment service system is required at least concurrently with using
any other recruitment source or effort and involves the obligations of
placing a bona fide job order, including accepting referrals of veterans
and nonveterans. This listing does not require hiring any particular job
applicant or hiring from any particular group of job applicants and is
not intended to relieve the Contractor from any requirements of
Executive orders or regulations concerning nondiscrimination in
employment.

\(4\) Whenever the Contractor becomes contractually bound to the listing
terms of this clause, it shall advise the State employment service
system, in each State where it has establishments, of the name and
location of each hiring location in the State. As long as the Contractor
is contractually bound to these terms and has so advised the State
system, it need not advise the State system of subsequent contracts. The
Contractor may advise the State system when it is no longer bound by
this contract clause.

\(5\) Under the most compelling circumstances, an employment opening may
not be suitable for listing, including situations when (i) the
Government\'s needs cannot reasonably be supplied, (ii) listing would be
contrary to national security, or (iii) the requirement of listing would
not be in the Government\'s interest.

\(d\) Applicability.

\(1\) This clause does not apply to the listing of employment openings
which occur and are filled outside the 50 States, the District of
Columbia, Puerto Rico, Guam, Virgin Islands, American Samoa, and the
Trust Territory of the Pacific Islands.

\(2\) The terms of paragraph (c) above of this clause do not apply to
openings that the Contractor proposes to fill from within its own
organization or under a customary and traditional employer-union hiring
arrangement. This exclusion does not apply to a particular opening once
an employer decides to consider applicants outside of its own
organization or employer-union arrangement for that opening.

\(e\) Postings.

\(1\) The Contractor agrees to post employment notices stating (i) the
Contractor\'s obligation under the law to take affirmative action to
employ and advance in employment qualified special disabled veterans and
veterans of the Vietnam era, and (ii) the rights of applicants and
employees.

\(2\) These notices shall be posted in conspicuous places that are
available to employees and applicants for employment. They shall be in a
form prescribed by the Director, Office of Federal Contract Compliance
Programs, Department of Labor (Director), and provided by or through the
Contracting Officer.

\(3\) The Contractor shall notify each labor union or representative of
workers with which it has a collective bargaining agreement or other
contract understanding, that the Contractor is bound by the terms of the
Act, and is committed to take affirmative action to employ, and advance
in employment, qualified special disabled and Vietnam Era veterans.

\(f\) Noncompliance. If the Contractor does not comply with the
requirements of this clause, appropriate actions may be taken under the
rules, regulations, and relevant orders of the Secretary issued pursuant
to the Act.

\(g\) Subcontracts. The Contractor shall include the terms of this
clause in every subcontract or purchase order of \$10,000 or more unless
exempted by rules, regulations, or orders of the Secretary. The
Contractor shall act as specified by the Director to enforce the terms,
including action for noncompliance.

***(**End of clause)*

3.6.2-24 Affirmative Action Compliance Requirements for Construction

AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS

FOR CONSTRUCTION (NOVEMBER 1997)

\(a\) Definitions.

\(1\) \"Employer identification number,\" as used in this clause, means
the Federal Social Security number used on the employer\'s quarterly
federal tax return, U.S. Treasury Department Form 941.

\(2\) \"Minority,\" as used in this clause, means

\(i\) Black (all persons having origins in any of the black African
racial groups not of Hispanic origin);

\(ii\) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or
South American, or other Spanish culture or origin, regardless of race);

\(iii\) Asian and Pacific Islander (all persons having origins in any of
the original peoples of the Far East, Southeast Asia, the Indian
Subcontinent, or the Pacific Islands); and

\(iv\) American Indian or Alaskan Native (all persons having origins in
any of the original peoples of North America and maintaining
identifiable tribal affiliations through membership and participation or
community identification).

\(b\) If the Contractor, or a subcontractor at any tier, subcontracts a
portion of the work involving any construction trade, each such
subcontract in excess of \$10,000 shall include this clause, including
the goals for minority and female participation stated herein.

\(c\) The goals for minority and female participation, expressed in
percentage terms for the Contractor\'s aggregate work force in each
trade on all construction work in the covered area, are as follows:

Goals for minority participation:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Goals for female participation:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

*\[Contracting Officer insert goals\]*

Compliance with the goals will be measured against the total work hours
performed.

\(d\) The Contractor shall provide written notification to the Office of
Federal Contract Compliance Programs (OFCCP) area office within 10
working days following award of any construction subcontract in excess
of \$10,000 at any tier for construction work under the contract
resulting from this screening information request. The notification
shall list the:

\(1\) Name, address, and telephone number of the subcontractor,

\(2\) Employer identification number of the subcontractor;

\(3\) Estimated dollar amount of the subcontract;

\(4\) Estimated starting and completion dates of the subcontract; and

\(5\) Geographical area in which the subcontract is to be performed.

\(e\) The Contractor shall implement the affirmative action procedures
in subparagraphs (f)(1) through (7) of this clause. The goals stated in
this contract are expressed as percentages of the total hours of
employment and training of minority and female utilization that the
Contractor should reasonably be able to achieve in each construction
trade in which it has employees in the covered area. If the contractor
performs construction work in a geographical area located outside of the
covered area, it shall apply the goals established for the geographical
area where that work is actually performed. The Contractor is expected
to make substantially uniform progress toward its goals in each craft.

\(f\) The contractor shall take affirmative action steps at least as
extensive as the following:

\(1\) Ensure a working environment free of harassment, intimidation, and
coercion at all sites, and in all facilities where the Contractor\'s
employees are assigned to work. The Contractor, if possible, will assign
two or more women to each construction project. The Contractor shall
ensure that foremen, superintendents, and other on-site supervision,
personnel are aware of and carry out the Contractor\'s obligation to
maintain such a working environment, with specific attention to minority
or female individuals working at these sites or facilities.

\(2\) Immediately notify the OFCCP area office when the union or unions,
with which the Contractor has a collective bargaining agreement, has not
referred back to the Contractor a minority or woman sent by the
Contractor, or when the Contractor has other information that the union
referral process has impeded the Contractor\'s efforts to meet its
obligations.

\(3\) Develop on-the-job training opportunities and/or participate in
training programs for the area that expressly include minorities and
women, including upgrading programs and apprenticeship and trainee
programs relevant to the Contractor\'s employment needs, especially
those programs funded or approved by the Department of Labor. The
Contractor shall provide notice of these programs to the sources
compiled under subparagraph (f)(2) above.

\(4\) Review, at least annually, the Contractor\'s equal employment
policy and affirmative action obligations with all employees having
responsibility for hiring, assignment, layoff, termination, or other
employment decisions. Conduct reviews of this policy with all on-site
supervision, personnel prior to initiation of construction work at a job
site. A written record shall be made and maintained identifying the time
and place of these meetings, persons attending, subject matter
discussed, and disposition of the subject matter.

\(5\) Disseminate the Contractor\'s equal employment policy externally
by including it in any advertising in the news media, specifically
including minority and female news media. Provide written notification
to, and discuss this policy with, other Contractors and subcontractors
with which the Contractor does or anticipates doing business.

\(6\) Conduct, at least annually, an inventory and evaluation at least
of all minority and female personnel for promotional opportunities.
Encourage these employees to seek or to prepare for, through appropriate
training, etc., opportunities for promotion.

\(7\) Maintain a record of solicitations for subcontracts for minority
and female construction contractors and suppliers, including circulation
of solicitations to minority and -female contractor associations and
other business associations.

\(g\) The Contractor is encouraged to participate in voluntary
associations that may assist in fulfilling one or more of the
affirmative action obligations contained in subparagraphs (f)(1) through
(7). The efforts of a contractor association, joint contractor-union,
contractor-community, or similar group of which the contractor is a
member and participant, may be useful in achieving one or more of its
obligations under subparagraphs (f)(1) through (7).

\(h\) A single goal for minorities and a separate single goal for women
shall be established. The Contractor is required to provide equal
employment opportunity and to take affirmative action for all minority
groups, both male and female, and all women, both minority and
non-minority. Consequently, the Contractor may be in violation of
Executive Order 11246, as amended, if a particular group is employed in
a substantially disparate manner.

\(i\) The contractor shall not use goals or affirmative action standards
to discriminate against any person because of race, color, religion,
sex, or national origin.

\(j\) The Contractor shall not enter into any subcontract with any
person or firm debarred from Government contracts under Executive Order
11246, as amended.

\(k\) The Contractor shall carry out such sanctions and penalties for
violation of this clause and of the Nondiscrimination and Affirmative
Action clause, including suspension, termination, and cancellation of
existing subcontracts, as may be imposed or ordered under Executive
Order 11246, as amended, and its implementing regulations, by the OFCCP.
Any failure to carry out these sanctions and penalties as ordered shall
be a violation of this clause and Executive Order 11246, as amended.

\(l\) Nothing contained herein shall be construed as a limitation upon
the application of other laws that establish different standards of
compliance.

*(End of clause)*

3.9.1-1 Contract Disputes

CONTRACT DISPUTES (NOVEMBER 1997)

\(a\) All contract disputes arising under or related to this contract,
shall be resolved under this clause, and through the Federal Aviation
Administration (FAA) Dispute Resolution System. Judicial review, where
available, will be in accordance with 49 U.S.C. 46110 and shall apply
only to final agency decisions. The decision of the FAA shall be
considered a final agency decision only after a contractor has exhausted
its administrative remedies for resolving a contract dispute under the
FAA Dispute Resolution System.

\(b\) Contract Dispute, as used in this clause, means a written demand
or written assertion by one of the contracting parties seeking, as a
matter of right, the payment of money in a sum certain, the adjustment
or interpretation of contract terms, or other relief arising under or
relating to this contract. A contract dispute arising under a contract,
unlike a contract dispute relating to that contract, is a dispute that
can be resolved under a contract clause that provides for the relief
sought by the contracting party seeking relief. However, a voucher,
invoice, or other routine request for payment that is not in dispute
when submitted is not a contract dispute. Such submission may be
converted to a contract dispute by written notice, to the Contracting
Officer, that it is disputed either as to liability or amount.

\(c\) A contract dispute shall be made in writing and signed by a duly
authorized representative of the contractor or the government. At a
minimum, a contract dispute shall include a statement of facts, adequate
supporting data, and a request for relief. Unless otherwise stated in
this contract, a contract dispute by the contractor against the
government shall be filed with the Office of Dispute Resolution for
acquisition within 6 months after the accrual of the contract dispute.

\(d\) The Contracting Officer\'s decision concerning a contract dispute
shall be binding on the parties, unless the contractor refers the matter
to the FAA Office of Dispute Resolution.

e.  If a contract dispute cannot be resolved at the Contracting Officer
    level, the matter may be referred, by either party, to the FAA
    Office of Dispute Resolution for final agency disposition. Such
    referrals must be in writing directed to the following address:

Office of Dispute Resolution

Office of the Chief Counsel, AGC-1

Federal Aviation Administration

800 Independence Avenue, SW

Room 900 East

Washington, DC 20591

f.  The Office of Dispute Resolution will promulgate procedures and time
    limitations relevant to contract disputes, which will be described
    in a provision to be included in this contract or incorporated by
    reference herein.

\(g\) When a contract dispute is filed with the FAA Office of Dispute
Resolution, a Dispute Resolution Officer will be assigned to the matter.
The Dispute Resolution Officer may use any form of alternative dispute
resolution to settle a contract dispute, including, but not limited to,
informal communication, mediation, fact-finding, and binding or
nonbinding arbitration. Binding arbitration may be employed only if the
contractor and the FAA agree to use this method to resolve the merits of
the contract dispute.

\(h\) If binding arbitration is agreed to, the decision of the Dispute
Resolution Officer will become a final agency decision, unless the FAA
Administrator indicates nonconcurrence with the decision, in writing,
within 5 business days after the date that the decision is issued. If
the FAA Administrator nonconcurs with the decision and issues a contrary
determination, then that determination becomes the final agency decision
concerning the merits of the contract dispute.

\(i\) If the parties have not agreed to binding arbitration and are
unable to reach an agreement on the merits of the contract dispute
through alternative dispute resolution, then the Dispute Resolution
Officer will issue a recommendation for the final disposition of the
matter. The Dispute Resolution Officer will then provide the
recommendation to the FAA Administrator, who will make a final agency
decision concerning the merits of the contract dispute.

\(j\) When the Dispute Resolution Officer determines that a contract
dispute is frivolous or has no basis in fact or law, a summary decision
may be issued as the Dispute Resolution Officer\'s recommendation to the
FAA Administrator. The FAA Administrator will then issue a final agency
decision concerning the merits of the contract dispute.

\(k\) The FAA will require continued performance with respect to
contract disputes arising under this contract, in accordance with the
provisions of the contract, pending final decision on a contract dispute
related to this contract.

\(l\) The FAA will pay interest on the amount found due and unpaid from
(1) the date the Contracting Officer receives the contract dispute, or
(2) the date payment otherwise would be due, if that date is later,
until the date of payment. Simple interest on contract disputes shall be
paid at the rate, fixed by the Secretary of the Treasury, which is
applicable to the period during which the Contracting Officer receives
the contract dispute and then at the rate applicable for each 6-month
period as fixed by the Treasury Secretary during the pending contract
dispute.

\(m\) To the extent that a final agency decision is subject to judicial
review, such review will be pursuant to 49 U.S.C. 46110. If the parties
have agreed to binding arbitration, the decision of the Dispute
Resolution Officer (unless overruled by the FAA Administrator) will be
final. A final agency decision which is the result of binding
arbitration (not overruled by the Administrator) will not be subject to
judicial review absent fraud, corruption, misconduct, or manifest
disregard for the law.

*(End of clause)*

3.10.1-24 Notice of Delay

NOTICE OF DELAY (NOVEMBER 1997)

If the Contractor becomes unable to complete the contract work at the
time(s) specified because of technical difficulties, notwithstanding the
exercise of good faith and diligent efforts in the performance of the
work called for hereunder, the contractor shall give the Contracting
officer written notice of the anticipated delay and the reasons
therefor. Such notice and reasons shall be delivered promptly after the
condition creating the anticipated delay becomes known to the
contractor, but in no event less than forty-five (45) days before the
completion date specified in this contract, unless otherwise directed by
the Contracting Officer. When notice is so required, the Contracting
officer may extend the time specified in the Schedule for such period as
deemed advisable.

*(End of clause)*

3.10.4-2 Inspection of Supplies\--Fixed-Price.

INSPECTION OF SUPPLIES\--FIXED-PRICE (NOVEMBER 1997)

\(a\) Definition. \'Supplies,\' as used in this clause, includes but is
not limited to raw materials, components, intermediate assemblies, end
products, and lots of supplies.

\(b\) The Contractor shall provide and maintain an inspection system
acceptable to the Government covering supplies under this contract and
shall tender to the Government for acceptance only supplies that have
been inspected in accordance with the inspection system and have been
found by the Contractor to be in conformity with contract requirements.
As part of the system, the Contractor shall prepare records evidencing
all inspections made under the system and the outcome. These records
shall be kept complete and made available to the Government during
contract performance and for as long afterwards as the contract
requires. The Government may perform reviews and evaluations as
reasonably necessary to ascertain compliance with this paragraph. These
reviews and evaluations shall be conducted in a manner that will not
unduly delay the contract work. The right of review, whether exercised
or not, does not relieve the Contractor of the obligations under the
contract.

\(c\) The Government has the right to inspect and test all supplies
called for by the contract, to the extent practicable, at all places and
times, including the period of manufacture, and in any event before
acceptance. The Government shall perform inspections and tests in a
manner that will not unduly delay the work. The Government assumes no
contractual obligation to perform any inspection and test for the
benefit of the Contractor unless specifically set forth elsewhere in
this contract.

\(d\) If the Government performs inspection or test on the premises of
the Contractor or a subcontractor, the Contractor shall furnish, and
shall require subcontractors to furnish, without additional charge, all
reasonable facilities and assistance for the safe and convenient
performance of these duties. Except as otherwise provided in the
contract, the Government shall bear the expense of Government
inspections or tests made at other than the Contractor\'s or
subcontractor\'s premises; provided, that in case of rejection, the
Government shall not be liable for any reduction in the value of
inspection or test samples.

(e)(1) When supplies are not ready at the time specified by the
Contractor for inspection or test, the Contracting Officer may charge to
the Contractor the additional cost of inspection or test.

\(2\) The Contracting Officer may also charge the Contractor for any
additional cost of inspection or test when prior rejection makes
reinspection or retest necessary.

\(f\) The Government has the right either to reject or to require
correction of nonconforming supplies. Supplies are nonconforming when
they are defective in material or workmanship or are otherwise not in
conformity with contract requirements. The Government may reject
nonconforming supplies with or without disposition instructions.

\(g\) The Contractor shall remove supplies rejected or required to be
corrected. However, the Contracting Officer may require or permit
correction in place, promptly after notice, by and at the expense of the
Contractor. The Contractor shall not tender for acceptance corrected or
rejected supplies without disclosing the former rejection or requirement
for correction, and, when required, shall disclose the corrective action
taken.

\(h\) If the Contractor fails to promptly remove, replace, or correct
rejected supplies that are required to be removed or to be replaced or
corrected, the Government may either (1) by contract or otherwise,
remove, replace, or correct the supplies and charge the cost to the
Contractor or (2) terminate the contract for default. Unless the
Contractor corrects or replaces the supplies within the delivery
schedule, the Contracting Officer may require their delivery and make an
equitable price reduction. Failure to agree to a price reduction shall
be a dispute.

\(i\) If this contract involves government quality assurance at source,
the contractor shall provide adequate advance notification as to when
supplies are scheduled for inspection and test, and when the supplies
will be ready for government inspection. Unless otherwise stated in the
contract, this shall normally be at least 2 days if a Government
representative is in residence in the Contractor\'s plant, or 7 days
otherwise.

\(j\) The Government shall accept or reject supplies as promptly as
practicable when presented for inspection and test, or after delivery,
unless otherwise provided in the contract. Government failure to inspect
and accept or reject the supplies shall not relieve the Contractor from
responsibility, nor impose liability on the Government, for
nonconforming supplies.

\(k\) Inspections and tests by the Government do not relieve the
Contractor of responsibility for defects or other failures to meet
contract requirements discovered before acceptance. Acceptance shall be
conclusive, except for latent defects, fraud, gross mistakes amounting
to fraud, or as otherwise provided in the contract.

\(l\) If acceptance is not conclusive for any of the reasons in
paragraph (k) hereof, the Government, in addition to any other rights
and remedies provided by law, or under other provisions of this
contract, shall have the right to require the Contractor (1) at no
increase in contract price, (or target price, total final price, initial
contract price, or the redetermined price of the contract) to correct or
replace the defective or nonconforming supplies at the original point of
delivery or at the Contractor\'s plant at the Contracting Officer\'s
election, and in accordance with a reasonable delivery schedule as may
be agreed upon between the Contractor and the Contracting Officer;
provided, that the Contracting Officer may require a reduction in
contract price (or any target price, total final price, the initial
price, or redetermined price of the contract) if the Contractor fails to
meet such delivery schedule, or (2) within a reasonable time after
receipt by the Contractor of notice of defects or nonconformance, to
repay such portion of the contract price as is equitable under the
circumstances if the Contracting Officer elects not to require
correction or replacement. When supplies are returned to the Contractor,
the Contractor shall bear the transportation cost from the original
point of delivery to the Contractor\'s plant and return to the original
point when that point is not the Contractor\'s plant. If the Contractor
fails to perform or act as required in (1) or (2) above and does not
cure such failure within a period of 10 days (or such longer period as
the Contracting Officer may authorize in writing) after receipt of
notice from the Contracting Officer specifying such failure, the
Government shall have the right by contract or otherwise to replace or
correct such supplies and charge to the Contractor the cost occasioned
by the Government thereby, to equitably reduce any target price or, if
established, the total final price, or to equitably reduce the initial
contract price, or, if established, the redetermined price of the
contract.

*(End of clause)*

ALTERNATE I - INSPECTION OF SUPPLIES (NOVEMBER 1997)

*If the contract type is fixed price incentive, the following (g) and
(h) should be substituted for (g) and (h) of the basic clause:*

\(g\) The Contractor shall remove supplies rejected or required to be
corrected. However, the Contracting Officer may require or permit
correction in place, promptly after notice, by and at the expense of the
Contractor. The Contractor shall not tender for acceptance corrected or
rejected supplies without disclosing the former rejection or requirement
for correction, and, when required, shall disclose the corrective action
taken.

Cost of removal, replacement, or correction shall be considered a cost
incurred, or to be incurred, in the total final negotiated cost fixed
under the incentive price revision clause. However, replacements or
corrections by the Contractor after the establishment of the total final
price shall be at no increase in the total final price.

\(h\) If the Contractor fails to promptly remove, replace, or correct
rejected supplies that are required to be removed or to be replaced or
corrected, the Government may either (1) by contract or otherwise,
remove, replace, or correct the supplies and equitably reduce the target
price or, if established, the total final price or (2) may terminate the
contract for default. Unless the Contractor corrects or replaces the
nonconforming supplies within the delivery schedule, the Contracting
Officer may require their delivery and equitably reduce any target price
or, if it is established, the total final contract price. Failure to
agree upon an equitable price reduction shall be a dispute.

ALTERNATE II - INSPECTION OF SUPPLIES - FIXED PRICE (NOVEMBER 1997)

*If the contract is a fixed-ceiling price contract with retroactive
price redetermination, the following (g) and (h) will replace the (g)
and (h) of the basic clause:*

\(g\) The Contractor shall remove supplies rejected or required to be
corrected. However, the Contracting Officer may require or permit
correction in place, promptly after notice, by and at the expense of the
Contractor. The Contractor shall not tender for acceptance corrected or
rejected supplies without disclosing the former rejection or requirement
for correction, and, when required, shall disclose the corrective action
taken.

Cost of removal, replacement, or correction shall be considered a cost
incurred, or to be incurred, when determining the price under the price
redetermined clause. However, replacements or corrections by the
contractor after the establishment of the redetermined prices shall be
at no increase in the redetermined price.

\(h\) If the Contractor fails to promptly remove, replace, or correct
rejected supplies that are required to be removed or to be replaced or
corrected, the Government may either (1) by contract or otherwise,
remove, replace, or correct the supplies and equitably reduce the
initial contract price or, if established, the redetermined contract
price or (2) may terminate the contract for default. Unless the
Contractor corrects or replaces the nonconforming supplies within the
delivery schedule, the Contracting Officer may require their delivery
and equitably reduce the initial contract price or, if it is
established, the redetermined contract price. Failure to agree upon an
equitable price reduction shall be a dispute.\"

3.10.4-7 Inspection of Research and Development\--Cost-Reimbursement

INSPECTION OF RESEARCH AND DEVELOPMENT \-- COST-REIMBURSEMENT

(NOVEMBER 1997)

\(a\) Definitions.

\(1\) \'Contractor\'s managerial personnel,\' as used in this clause,
means the Contractor\'s directors, officers, managers, superintendents,
or equivalent representatives who have supervision or direction of\--

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

\(ii\) All or substantially all of the Contractor\'s operation at any
one plant or separate location at which the contract is being performed;
or

\(iii\) A separate and complete major industrial operation connected
with performing this contract.

\(2\) \'Work,\' as used in this clause, includes data when the contract
does not include the \"Warranty of Data\" clause.

\(b\) The Contractor shall provide and maintain an inspection system
acceptable to the Government covering the work under this contract.
Complete records of all inspection work performed by the Contractor
shall be maintained and made available to the Government during contract
performance and for as long afterwards as the contract requires.

\(c\) The Government has the right to inspect and test all work called
for by the contract, to the extent practicable at all places and times,
including the period of performance, and in any event before acceptance.
The Government may also inspect the plant or plants of the Contractor or
its subcontractors engaged in the contract performance. The Government
shall perform inspections and tests in a manner that will not unduly
delay the

work.

\(d\) If the Government performs any inspection or test on the premises
of the Contractor or a subcontractor, the Contractor shall furnish and
shall require subcontractors to furnish all reasonable facilities and
assistance for the safe and convenient performance of these duties.

\(e\) Unless otherwise provided in the contract, the Government shall
accept work as promptly as practicable after delivery, and work shall be
deemed accepted 90 days after delivery, unless accepted earlier.

\(f\) At any time during contract performance, but no later than 6
months (or such other time as may be specified in the contract) after
acceptance of all of the end items (other than designs, drawings, or
reports) to be delivered under the contract, the Government may require
the Contractor to replace or correct work not meeting contract
requirements. Time devoted to the replacement or correction of such work
shall not be included in the computation of the above time period.
Except as otherwise provided in paragraph (h) below, the cost of
replacement or correction shall be determined as specified in the
\"Allowable Cost and Payment\" clause, but no additional fee shall be
paid. The Contractor shall not tender for acceptance work required to be
replaced or corrected without disclosing the former requirement for
replacement or correction, and, when required, shall disclose the
corrective action taken.

(g)(1) If the Contractor fails to proceed with reasonable promptness to
perform required replacement or correction, the Government may---

\(i\) By contract or otherwise, perform the replacement or correction,
charge to the Contractor any increased cost, or make an equitable
reduction in any fixed fee paid or payable under the contract;

\(ii\) Require delivery of any undelivered articles and shall have the
right to make an equitable reduction in any fixed fee paid or payable
under the contract; or

\(iii\) Terminate the contract for default.

\(2\) Failure to agree on the amount of increased cost to be charged the
Contractor or to the reduction in fixed fee shall be a dispute.

\(h\) Notwithstanding paragraphs (f) and (g) above, the Government may
at any time require the Contractor to remedy by correction or
replacement, without cost to the Government, any failure by the
Contractor to comply with the requirements of this contract, if the
failure is due to (1) fraud, lack of good faith, or willful misconduct
on the part of the Contractor\'s managerial personnel or (2) the conduct
of one or more of the Contractor\'s employees selected or retained by
the Contractor after any of the Contractor\'s managerial personnel has
reasonable grounds to believe that the employee is habitually careless
or unqualified.

\(i\) This clause shall apply in the same manner to a corrected or
replacement end item or components as to work originally delivered.

\(j\) The Contractor has no obligation or liability under the contract
to correct or replace articles not meeting contract requirements at time
of delivery, except as provided in this clause or as may otherwise be
specified in the contract.

\(k\) Unless otherwise provided in the contract, the Contractor\'s
obligations to correct or replace Government-furnished property shall be
governed by the clause pertaining to Government property.

*(End of clause)*

ALTERNATE I - INSPECTION OF RESEARCH AND DEVELOPMENT - COST
REIMBURSEMENT (NOVEMBER 1997)

*If the contract is on a no-fee basis, substitute the following
paragraphs \"(f)\" and \"(g)\" for paragraphs (f) and (g) above.*

\(f\) At any time during contract performance, but not later than 6
months (or such other time as may be specified in the contract) after
acceptance of all of the end items (other than designs, drawings, or
reports) to be delivered under the contract, the Government may require
the Contractor to correct or replace work not meeting contract
requirements. Time devoted to the correction or replacement of such work
shall not be included in the computation of the above time period.
Except as otherwise provided in paragraph (g) below, the allowability of
the cost of any such replacement or correction shall be determined as
specified in the \"Allowable Cost and Payment\" clause. The Contractor
shall not tender for acceptance corrected work without disclosing the
former requirement for correction, and, when required, shall disclose
the corrective action taken.

\(g\) If the Contractor fails to proceed with reasonable promptness to
perform required replacement or correction, the Government may (1) by
contract or otherwise, perform the replacement or correction and charge
to the Contractor any increased cost, (2) require delivery of any
undelivered articles, or (3) terminate the contract for default. Failure
to agree on the amount of increased cost to be charged to the Contractor
shall be a dispute.

3.10.4-23 Contractor and Subcontractor Compliance with Fastener Act

CONTRACTOR AND SUBCONTRACTOR COMPLIANCE WITH

THE FASTENER QUALITY ACT (NOVEMBER 1997)

a.  Definitions. "Fastener" means

    \(1\) A screw, nut, bolt, or stud having internal or external
    threads; or a load-indicating washer, with a nominal diameter of 5
    millimeters or greater, in the case of such items described in
    metric terms, or 1/4 inch or greater, in the case of such items
    described in terms of the English system of measurement, which
    contains any quantity of metal and is held out as meeting a standard
    or specification which requires through-hardening, or

\(2\) A screw, nut, bolt, or stud having internal or external threads
which bears a grade identification marking required by a standard or
specification, or

\(3\) A washer to the extent that it is subject to a standard or
specification applicable to a screw, nut, bolt, or stud described in
subparagraph (2).

\(b\) The prime contractor and all subcontractors shall utilize
fasteners that comply with the requirements of National Institute of
Standards and Technology (NIST).

(*End of clause*)

3.10.4-24 Year 2000 (Services)

YEAR 2000 (SERVICES) (NOVEMBER 1997)

\(a\) At all times during the performance of this contract the
Contractor shall provide services and any deliverables resulting from
these services using Year 2000 compliant resources. Year 2000 compliant
means information technology that accurately processes date/time data
(including, but not limited to calculating, comparing, sequencing) from,
into, and between the twentieth and twenty first centuries and the years
1999 and 2000 and leap year calculations. Furthermore, Year 2000
compliant information technology, when used in combination with other
information technology, shall accurately process date/time data if the
other information technology properly exchanges date/time data with it.

\(b\) At the time of contract award the Contractor shall certify that
all systems, software, equipment and services used to provide and
administer services are Year 2000 compliant, or specifically identify
Year 2000 status of all such resources used to perform the contract.

\(c\) At any time subsequent to contract award the Contractor becomes
aware of Year 2000 noncompliance or possible noncompliance the
Contractor shall immediately notify the FAA and assess the Year 2000
status of the resources used in performance of the contract and report
all findings to the FAA.

\(d\) If at any time during the period of performance the Contractor
finds that Year 2000 defects will cause delivery of defective or
deficient services or products, the Contractor shall immediately notify
the FAA and suspend services, flag suspect products, or take other
action described in the contract, or as directed by the contracting
officer.

*(End of clause)*

**END OF CHANGE 7 - NOVEMBER 14, 1997**