The Government will initiate and authorize work under this Contract by
issuing Work Releases in accordance with procedures described in Section
H.3.0 - \"WORK RELEASE PROCEDURES.\"

Only those activities directly related to and/or in support of the NAS
may be the subject of Work Releases issued under this Contract.
Attachment J.002 - \"LIST OF CANDIDATE PROJECTS FOR WORK RELEASES,\"
contains a list of projects from which the Government will select
efforts which the Contractor shall accomplish in accordance with
properly executed Work Releases. However, the selection of projects for
which the Contractor shall be required to perform, through the issuance
of Work Releases, shall be at the sole discretion of the Government.
Additionally, Section J, Attachment J.002 - \"LIST OF CANDIDATE PROJECTS
FOR WORK RELEASES,\" shall not be considered to be all inclusive of
project work which may be accomplished under this Contract and shall be
subject to change by the Government to reflect additions and/or
deletions to the list of projects made during the annual updates to the
CIP. However, the general types of work stipulated in this SOW under
this Contract shall not change.

Efforts assigned as part of this Contract will be in accordance with
this Contract and shall be performed at any location within the 50
United States; including its possessions and territories, the District
of Columbia, and Puerto Rico as designated by the Government in a Work
Release. Work may also be performed at locations worldwide under
agreements pertaining to air transportation system facilities and
equipment in foreign countries. The Contractor\'s selection of team
members and scheduling of team travel shall be directed towards
accomplishing the aggregate of on‑site work with a minimum of travel
costs. The on‑site work required for two or more Work Releases shall be
accomplished by one team visit whenever possible. Location of efforts
shall be considered by the Contractor in scheduling work, and teams
completing work at one site shall travel to the next nearest site
whenever possible. The Contractor shall plan and execute all work in an
efficient manner, with maximum utilization of trained personnel and
overall schedule integrity. For equipment installation and test efforts,
the Contractor shall use a \"crew/team concept\" to move experienced
personnel from site‑to‑site to assure maximum utilization of knowledge
gained from prior work.

The Contractor shall maintain a management structure capable of
interfacing and coordinating with FAA operational and contract
management structures. Coordination shall consist of working with the
Contracting Officer, the Technical Officer, Associate Contracting
Officers, Associate Technical Officers, and other entities so designated
by the FAA, such as Sector Managers, to work out specific local
coordination and site/facility access requirements based on individual
Work Releases. Coordination requirements are discussed further in
Section C.3.8. Within both the FAA and Contractor organizations, there
will be designated organizational counterparts for carrying out
necessary management interfaces. Sections G.2.0 through G.9.0 describe
the overall relationship between the FAA and Contractor management
officials.

C-3

specific individual as regional program manager for each FAA region.
Geographic coverage for other efforts will be determined by where the
work is to be performed and will be designated by the ordering region or
office. Location of efforts requiring performance will be identified in
the appropriate Work Release. The Contractor shall perform all work
described in the Work Release at all locations specified therein. The
Contractor shall provide management and administrative facilities to
support the work at all locations as needed.

Work to be accomplished under this SOW shall be performed at various
locations in FAA regions where CIP projects are being implemented and
NAS equipment is being installed. Work may also be performed at
locations worldwide under agreements pertaining to air transportation
system facilities and equipment in foreign countries. The Contractor
shall provide support for installation of many different types of
equipment, at numerous locations with diverse terrain and climatic
conditions. In addition, since many CIP projects represent enhancements
to existing operating systems and subsystems, the Contractor shall be
required, in such cases, to support the implementation in a live air
traffic control (ATC) and navigation environment without any, or with
only minimal and controlled, interruption to operating services.

**C.3.8 Coordination**

Complete and thorough coordination and planning must be accomplished
well in advance of starting work at any Air Traffic Control (ATC) site
or facility. Most of the work under this Contract will be conducted at
operational ATC facilities, therefore, disruptions of the ATC system
must be kept to a minimum. All scheduled shutdowns of any facility,
system, or service affecting operations of ATC shall be thoroughly
coordinated and planned prior to actual shutdown.

The initial point of contact for coordination will be the individual
regional Project Engineer responsible for the subject Work Release. The
Sector or Sector Field Office managers, or their designees, will be
responsible for the site or facility and will provide day-to-day
coordination for access to the site or facility once the actual work has
started. When work to be performed under a Work Release involves land
site selection analysis and recommendations, or modification to non-FAA
owned property, the appropriate regional real estate office shall be
involved in the coordination. The FAA has several labor unions which
require advance notice of any modification to an operational facility
prior to the actual start of work. While coordination with the labor
unions is the exclusive responsibility of the FAA, the Contractor shall
be sensitive to the requirements of these unions.

C-17

As a minimum, the Work Release Change Action (WRCA) shall contain the WR
number and title, a description of the change, justification for change,
an itemization of the estimated cost to complete the change and a date
by which approval of the WRCA is required before an impact to the WR\'s
schedule is realized.

Only the CO or an ACO may provide authorization for the Contractor to
incur costs in the performance of Work Release Change Actions. The
Contractor shall not incur costs for any effort which exceeds the scope
of the approved FWR until CO or ACO approval has been authorized via the
WRCA. When the WRCA is approved, the CO or ACO will establish a
not-to-exceed amount which the Contractor shall not exceed. To
definitize the agreement reached in an undefinitized WRCA, a RWR will be
issued in accordance with H.3.0 WORK RELEASE PROCEDURES containing the
final negotiated costs of the WRCA and other pertinent terms.

**[H.57.0 CONTRACTOR USE OF SPECIAL PURPOSE AND/OR INTERAGENCY FLEET
MANAGEMENT SYSTEM (IFMS) VEHICLES]{.underline}**

[The Contractor is responsible for providing transportation to, from,
and between work sites covered under this Contract. However, when access
to work sites is possible only by use of special purpose vehicles such
as aerial tramway, boat, airplane, snow tractor or plow, and all-terrain
vehicles, and the FAA has such special purpose vehicles available, the
Contractor's use of such vehicles may be authorized. When approving
contractor/subcontractor employees to drive special purpose and/or IFMS
vehicles, the cognizant TO/ATO and CO/ACO will ensure that they
understand the contents of this clause and any other requirements of FAA
Order 4670.2B, "Motor Vehicle Management," which is hereby incorporated
into the contract by reference and is applicable to both the Contractor
and its subcontractors.]{.underline}

[The Contractor will include its requirements for Interagency Fleet
Management System (IFMS) and/or special purpose vehicles in the WR Plan,
including the type of vehicle required and estimated date(s) required.
When approved by the cognizant TO/ATO and CO/ACO in a Work Release,
authorization to use special purpose and/or IFMS vehicles, including
Government-owned or leased special purpose vehicles, may be granted.
Such authorization shall be for official purposes only in performance of
this Contract, provided that the Contractor/subcontractor assumes full
responsibility for the drivers under special provision H.9.0, entitled
"Liability Insurance." Both Section H.9.0 and this special provision
will be included in all subcontracts if the subcontractor's employees
are to drive special purpose and/or IFMS vehicles.]{.underline}

H-69

[Special purpose vehicles are defined as:]{.underline}

[(a) vehicles used to provide transportation, but also may include work
vehicles such as fork lift or bucket trucks which might be operated by
Contractor personnel in performing Contract tasks. Use of construction
equipment, such as graders, tractors, and front-end loaders by
Contractor or subcontractor personnel is not included;]{.underline}

[(b) four-wheel drive passenger vehicles are not routinely considered
special purpose vehicles, and when required for extended periods, are
the Contractor's responsibility to provide. However, for brief periods
due to snow or hazardous road conditions, when site access is only
possible by a four-wheel drive vehicle, such vehicle will fit the
category of special purpose;]{.underline}

[(c) passenger-type vehicles or vans that have been specially equipped
for access onto airport property. These vehicles generally are equipped
with special license plates, markings, radios, and lights that allow
them access to airports' controlled areas.]{.underline}

[The Contractor and subcontractors, and their employees who will be
driving IFMS vehicles, are subject to the following]{.underline}

[a. drivers must possess necessary state, local, and airport licenses,
permits, and expertise for operation of the type of vehicle to be
driven, and must report immediately any revocation or restriction of
those licenses or permits;]{.underline}

[b. the Contractor assumes liability for any personal injuries or
property damage and liability resulting from the Contractor's use,
operation, and control. Assumption of liability will be in
writing.;]{.underline}

[c. drivers are personally responsible for any payment of any traffic
summonses received, including parking violations;]{.underline}

[d. use of the vehicle by the Contractor will not interfere with FAA
requirements;]{.underline}

[e. drivers may not pick up hitchhikers, and may not transport any
passengers who are not on official business. Transportation of
nonofficial/non-Government passengers in official Government passenger
carriers creates the possibility of tort claims and public criticism.
Therefore, it shall be strictly limited to those situations where a
non-Government person is to be transported in IFMS vehicles on official
business only (i.e., a civilian general aviation pilot requiring
certification and needing transportation from the plane to the testing
facility, a non-Government person performing volunteer work on behalf of
the FAA, etc.);]{.underline}

[H-70]{.underline}

[f. drivers must operate the vehicle in a safe and prudent manner at all
times, obey all speed limits and other laws, use seat belts and require
all passengers to use seat belts. They must ensure that the vehicles and
keys are secured when left unattended;]{.underline}

[g. drivers must immediately report any vehicle accident involving
damage or personal injury or any vehicle in unsafe driving condition,
whether or not as the result of an accident. Drivers may be personally
responsible for accidents involving misconduct.]{.underline}

[Drivers will maintain all required records of miles driven by locations
and dates. Vehicles will normally be dispatched and returned full of gas
and oil.]{.underline}

**[H.58.0]{.underline} LISTING OF MANDATORY FLOW DOWN SUBCONTRACT**

**PROVISIONS**

As applicable per the usage column below, the following provisions are
mandatory subcontractor flow down items in any solicitation issued by
the prime contractor seeking

subcontractors to assist with the TSSC-II work efforts. Prime
contractors will ensure that

these provisions are contained within any and all subcontracts awarded
in support of the TSSC-II.

In addition, as applicable per FAR, the construction clauses contained
in Section I.4.0 will also be mandatory flowdown provisions for
Davis-Bacon Act subcontracting efforts.

[H-71]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.
>
> H.8 N/A Subcontractors/ Include in all subcontracts
>
> Consultants/
>
> Interdivisionals
>
> H.24 N/A Labor Categories Include in all subcontracts
>
> H.33 N/A Liaison Agreements Include in all subcontracts
>
> \> \$10,000 (except Davis- Bacon)
>
> H.34 N/A Confidentiality of Data Include in all subcontracts
>
> and Information
>
> H.36 N/A Organizational Conflicts Include in all subcontracts of
> Interest Matrix for (except Davis- Bacon)
>
> FAA Support Contracts
>
> H.55 N/A GIDEP Program Include in all subcontracts
>
> \> \$500,000

H.57 N/A Contractor Use of Special Include in all subcontracts if

Purpose and/or Interagency subcontractor's employees

Fleet Management System are to drive special purpose

(IFMS) Vehicles and/or IFMS vehicles

[H-72]{.underline}

Sol. Provision Title and Date Usage

Ref.

Sect I FAR52.203-6 Restrictions on Include in all subcontracts
Subcontractor Sales

to the Government

(Jul 85)

FAR52.203-7 Anti-Kickback Procedures Include in all subcontracts (Oct
88)

FAR52.203-8 Requirement for Certificate Include in all subcontracts

of Procurement Integrity \> \$100,000

(Nov 90)

FAR52.203-9 Requirement for Include in all subcontracts

Certificate of \> \$100,000

Procurement Integrity-

Modification (Nov 90)

[H-73]{.underline}

Sol. Provision Title and Date Usage

Ref.

FAR52.203-11 Certification and Include in all subcontracts

Disclosure Regarding

Payments to Influence

Certain Federal

Transactions (Apr 91)

FAR52.204-2 Security Requirements Include in all subcontracts

Apr 84) involving access to

classified information

FAR52.214-28 Subcontractor Cost or Include in all subcontracts

Pricing Data-Modifications \> \$500,000

-Sealed Bidding

FAR52.215-1 Examination of Records Include in all first tier

by Comptroller General subcontracts

(Apr 84)

[H-74]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.
>
> FAR52.215-2 Audit-Negotiation Include in all subcontracts
>
> (Dec 89) \> \$10,000
>
> FAR52.215-22 Price Reduction for Include in all negotiated
>
> Defective Cost or subcontracts expected to
>
> Pricing Data (Jan 91) exceed \$500,000
>
> FAR52.215-24 Subcontractor Cost and Include in all negotiated
>
> Pricing Data (Apr 84) subcontracts expected to
>
> exceed \$500,000
>
> FAR52.215-25 Subcontractor Cost and Include in all negotiated
>
> Pricing Data - subcontracts expected to
>
> Modifications (Dec 91) exceed \$500,000
>
> FAR52.215-27 Termination of Defined Include in all subcontracts
>
> Benefit Plans (Sep 89) meeting FAR requirements in
>
> 15.804-8(e)
>
> [H-75]{.underline}
>
> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.215-39 Reversion or Adjustment Include in all subcontracts

of Plans for Post meeting FAR requirements in

Retirement Benefits 15.804-8(f)

Other than Pensions

(PRB) (Jul 91)

FAR52.219-8 Utilization of Small Include in all subcontracts

Business Concerns and that offer further

Small Disadvantaged subcontracting

Business Concerns opportunities

(Feb 1990)

FAR52.219-9 Small Business and Include in all subcontracts Small
Disadvantaged \> \$500,000

Business Subcontracting

Plan (Jan 1991)

[H-76]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.220-4 Labor Surplus Area Include in all subcontracts

Subcontracting Program \> \$500,000

(Apr 84)

FAR52.222-1 Notice to the Government Include in all subcontracts

of Labor Disputes

(Apr 84)

FAR52.222-4 Contract Work Hours and Include in all subcontracts

Safety Standards Act \--

Overtime Compensation

FAR52.222-6 Davis-Bacon Act (Nov 92) Include in all construction

subcontracts \> \$2000

FAR52.222-7 Withholding of Funds Include in all construction

(Feb 88) subcontracts \> \$2000

[H-77]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.222-8 Payrolls and Basic Include in all construction

Records (Feb 88) subcontracts \> \$2000

FAR52.222-9 Apprentices and Include in all construction

Trainees (Feb 88) subcontracts \> \$2000

FAR52.222-10 Compliance with Include in all construction

Copeland Act subcontracts \> \$2000

Requirements (Feb 88)

FAR52.222-11 Subcontracts (Labor Include in all construction

Standards) (Feb 88) subcontracts \> \$2000

FAR52.222-12 Contract Termination- Include in all construction Debarment
(Feb 88) subcontracts \> \$2000

FAR52.222-13 Compliance with Davis- Include in all construction

Bacon and Related Act subcontracts \> \$2000

Regulations (Feb 88)

[H-78]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.222-14 Disputes Concerning Include in all construction

Labor Standards subcontracts \> \$2000

(Feb 88)

FAR52.222-15 Certification of Include in all construction

Eligibility (Feb 88) subcontracts \> \$2000

FAR52.222-26 Equal Opportunity Include in all subcontracts

(Apr 84) and purchase orders

FAR52.222-27 Affirmative Action Include in construction

Compliance Requirements subcontracts \> \$10,000

for Construction

(Apr 84)

FAR52.222-28 Equal Opportunity Include in all subcontracts

Preaward Clearance of \> \$1,000,000

Subcontracts (Apr 84)

[H-79]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.222-35 Affirmative Action for Include in all subcontracts

Special Disabled and and purchase orders

Vietnam Era Veterans \>\$10,000

(Apr 84)

FAR52.222-36 Affirmative Action for Include in all subcontracts

Handicapped Workers and purchase orders \> \$2500

(Apr 84)

FAR52.222-37 Employment Reports on Include in all subcontracts

Special Disabled and purchase orders

Veterans and Veterans \>\$10,000

of the Vietnam Era

(Jan 88)

FAR52.222-41 Service Contract Act Include in all subcontracts

of 1965, as Amended subject to the Act

(May 89)

[H-80]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.223-2 Clean Air and Water Include in all subcontracts

(Apr 84)

FAR52.225-5 Buy American Act- Include in all construction

Construction Materials subcontracts

(May 92)

FAR52.227-1 Authorization and Include in all subcontracts

Consent (Apr 84) \> \$25,000

FAR52.227-2 Notice and Assistance Include in all subcontracts

Regarding Patent and \> \$10,000

Copyright Infringement

(Apr 84)

FAR52.229-2 North Carolina State Include in all construction

and Local Sales and Use subcontracts to be performed

Tax (Apr 84) in North Carolina

[H-81]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.229-3 Federal, State, and Include in all subcontracts

Local Taxes (Jan 91) \> \$25,000

FAR52.229-5 Taxes - Contracts Include in all subcontracts

Performed in U.S. \> \$25,000

Possessions or Puerto

Rico ( Jan 91)

FAR52.230-5 Administration of Cost Include in all subcontracts

Accounting Standards subject to CAS clause or

(Aug 92) Consistency of Cost

Accounting Practices clause

FAR52.244-2 Subcontracts (Cost- See FAR 52.244-2(i) (1)&(2)

Reimbursement and Letter and 52.244-2 (j) for flow-

Contracts) (Jul 1985) down requirements

[H-82]{.underline}

> Sol. Provision Title and Date Usage
>
> Ref.

FAR52.246-25 Limitation of Liability- Include in all subcontracts

Services (Apr 84) \> \$25,000

FAR52.248-1 Value Engineering Include in all subcontracts

(Mar 89) \> \$100,000

FAR 52.251-2 Interagency Fleet Management Include in all subcontracts if

System (IFMS) Vehicles and subcontractor's employees

Related Services (Jan 91) are to drive special purpose

and/or IFMS vehicles

TAR1252.223-71 Accident and Fire Include in all subcontracts

Reporting (Apr 84)

Sect K FAR52.223-1 Clean Air and Water Include in all subcontracts

Certification (Apr 84)

Any clause not listed within this provision, which is otherwise a
requirement under the Contract and in fact applies to subcontractors,
shall also be included as a mandatory flow down provision to
subcontracts, as applicable.

**END OF PART I - SECTION H**

[H-83]{.underline}

**TABLE OF CONTENTS**

[SECTION]{.underline} [TITLE]{.underline} [PAGE]{.underline}

I.1.0 FAR 52.252‑2 CLAUSES INCORPORATED BY

REFERENCE (JUN 1988) I‑1

I.2.0 FEDERAL ACQUISITION REGULATION (FAR)

(48 CFR CHAPTER 1) CONTRACT CLAUSES I‑1

I.3.0 TRANSPORTATION ACQUISITION REGULATIONS (TAR)

(48 CFR CHAPTER 12) CONTRACT CLAUSES I‑8

I.4.0 FEDERAL ACQUISITION REGULATION (FAR)

(48 CFR CHAPTER 1) CONSTRUCTION CONTRACT

CLAUSES NOT INCLUDED IN SECTION I.1.0 I‑9

I.5.0 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE

CONTRACT (MAR 1989) I‑11

I.6.0 FAR 52.222-2 PAYMENT FOR OVERTIME PREMIUMS

(JUL 1990) I‑11

I.7.0 FAR 52.222-42 STATEMENT OF EQUIVALENT RATES

FOR FEDERAL HIRES (MAY 1989) I‑12

I.8.0 FAR 52.236‑5 MATERIAL AND WORKMANSHIP I‑13

I.9.0 FAR 52.236‑7 PERMITS AND RESPONSIBILITIES I‑14

[I.10.0 AMS 3.9.1-1 CONTRACT DISPUTES I\--15]{.underline}

I-i

52.232‑23 ASSIGNMENT OF CLAIMS (JAN 1986)

52.233‑3 PROTEST AFTER AWARD ALTERNATE I (JUN 1985)

52.237‑2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND

VEGETATION (APR 1984)

52.237-3 CONTINUITY OF SERVICES (JAN 1991)

52.242‑1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

52.242-11 FOB ORIGIN - GOVERNMENT BILLS OF LADING or INDICIA

MAIL (FEB 1993)

52.242‑12 REPORT OF SHIPMENT (REPSHIP) (APR 1984)

52.242-13 BANKRUPTCY (APR 1991)

52.243‑2 CHANGES ‑ COST REIMBURSEMENT (APR 1984)

ALTERNATE II (APR 1984); ALTERNATE III (APR 1984)

52.243‑7 NOTIFICATION OF CHANGES (APR 1984)

52.244‑2 SUBCONTRACTS (COST REIMBURSEMENT AND LETTER

CONTRACTS) (JUL 1985)

52.244‑5 COMPETITION IN SUBCONTRACTING (APR 1984)

52.245‑1 PROPERTY RECORDS (APR 1984)

52.245‑5 GOVERNMENT PROPERTY (COST ‑ REIMBURSEMENT,

TIME‑AND‑MATERIAL, OR LABOR‑HOUR CONTRACTS)

(JAN 1986)

52.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984)

I-7

52.248-1 VALUE ENGINEERING (MAR 1989)

52.249‑6 TERMINATION (COST‑REIMBURSEMENT) (APR 1986)

52.249‑14 EXCUSABLE DELAYS (APR 1984)

52.251‑1 GOVERNMENT SUPPLY SOURCES (APR 1984)

52.251‑2 INTERAGENCY FLEET MANAGEMENT SYSTEM (IFMS) VEHICLES AND RELATED
SERVICES (JAN 1991)

52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

**I.3.0 TRANSPORTATION ACQUISITION REGULATIONS (TAR)**

**(48 CFR CHAPTER 12) CONTRACT CLAUSES**

1252.212‑71 NOTICE OF DELAY (APR 1984)

1252.215‑71 KEY PERSONNEL AND FACILITIES (APR 1984)

1252.217‑70 INDEX FOR SPECIFICATIONS (JAN 1985)

1252.217-74 SUBCONTRACTS (JAN 1985)

1252.222-71 STRIKES OR PICKETING AFFECTING TIMELY COMPLETION OF CONTRACT
WORK (APR 1984)

1252.222-72 STRIKES OR PICKETING AFFECTING ACCESS TO FAA FACILITIES (APR
1984)

1252.222‑79 SERVICE CONTRACT ACT REQUIREMENTS AS TO VACATION PAY (JAN
1985)

1252.223‑71 ACCIDENT AND FIRE REPORTING (APR 1984)

I-8

be responsible for all damages to persons or property that occur as a
result of the Contractor\'s fault or negligence. The Contractor shall
also be responsible for all materials delivered and work performed until
completion and acceptance of the entire work, except for any completed
unit of work which may have been accepted under the Contract.

(End of Clause)

**[I.10.0 AMS 3.9.1-1 CONTRACT DISPUTES]{.underline}**

[CONTRACT DISPUTES (APRIL 1996)]{.underline}

[(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.]{.underline}

[(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 (CO), that it is disputed either as to liability or
amount.]{.underline}

[(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 submitted to the Contracting Officer within 1 year
after the accrual of the contract dispute.]{.underline}

I-15

[(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.]{.underline}

[(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:]{.underline}

[Office of Dispute Resolution]{.underline}

[Office of the Chief Counsel, AGC-1]{.underline}

[Federal Aviation Administration]{.underline}

[800 Independence Avenue, SW]{.underline}

[Room 900 East]{.underline}

[Washington, DC 20591]{.underline}

[(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.]{.underline}

[(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.]{.underline}

[(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.]{.underline}

[(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.]{.underline}

[I-16]{.underline}

[(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.]{.underline}

[(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.]{.underline}

[(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.]{.underline}

[(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.]{.underline}

[(End of Clause)]{.underline}

**END OF PART II - SECTION I**

[I-17]{.underline}