** DTFA01-95-C-00015**

**[PART II - SECTION I]{.underline}**

** [CONTRACT CLAUSES]{.underline}**

**TABLE OF CONTENTS**

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

I.10.0 AMS 3.9.1-1 CONTRACT
DISPUTES\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\....
I-15

**I.1.0 FAR 52.252‑2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988).1.0
FAR 52.252‑2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)**

This Contract incorporates one or more clauses by reference, with the
same force and effect as

if they were given in full text. Upon request, the Contracting Officer
will make their full text available. Clauses provided in paragraph I.4.0
shall apply to all effort performed under this Contract which is
construction in nature.

**I.2.0 FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CONTRACT
CLAUSES.2.0 FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1)
CONTRACT CLAUSES**

FAR 52.202.1 DEFINITIONS (SEPT 1991)

52.203‑1 OFFICIALS NOT TO BENEFIT (APR 1984)

52.203‑3 GRATUITIES (APR 1984)

52.203‑5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

52.203‑6 RESTRICTIONS ON SUBCONTRACTOR SALES TO GOVERNMENT

(JUL 1985)

52.203‑7 ANTI‑KICKBACK PROCEDURES (OCT 1988)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (SEP 1990)

52.203-12 LIMITATIONS ON PAYMENTS TO INFLUENCE CERTAIN

FEDERAL TRANSACTIONS (JAN 1990)

52.203-13 PROCUREMENT INTEGRITY - SERVICE CONTRACTING

(SEPT 1990)

52.204‑2 SECURITY REQUIREMENT (APR 1984)

52.209-6 PROTECTING THE GOVERNMENT\'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED OR PROPOSED FOR DEBARMENT (NOV 1992)

52.210‑5 NEW MATERIAL (APR 1984)

52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL

(FEB 1993)

52.215-2 AUDIT-NEGOTIATIONS (DEC 1989)

52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA

(JAN 1991)

52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA

MODIFICATIONS (JAN 1991)

52.215‑24 SUBCONTRACTOR COST OR PRICING DATA (APR 1991)

52.215-25 SUBCONTRACTING COST OR PRICING DATA MODIFICATIONS

(APR 1984)

52-215-27 TERMINATION OF DEFINED BENEFIT PENSION PLANS

(SEPT 1998)

52.215-30 \* FACILITIES CAPITAL COST OF MONEY (SEP 1987)

52.215-31 \* WAIVER OF FACILITIES CAPITAL COST OF MONEY

(SEP 1987)

** (\* One of these clauses will self delete at Contract award.)**

52.215-33 ORDER OF PRECEDENCE (JAN 1986)

52.215-39 REVISIONS OR ADJUSTMENT OF PLANS FOR RETIREMENT

BENEFITS OTHER THAN PENSIONS (PRB) (JUL 1991)

52.216-7 ALLOWABLE COST AND PAYMENT (JUL 1991)

52.216‑8 FIXED FEE (APR 1984)

52.216‑9 FIXED FEE ‑‑ CONSTRUCTION (APR 1984)

52.219‑8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL

DISADVANTAGED BUSINESS CONCERNS (FEB 1990)

52.219‑9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS

SUBCONTRACTING PLAN (APR 1984)

52.219‑13 UTILIZATION OF WOMEN‑OWNED SMALL BUSINESSES

(APR 1986)

52.219-15 NOTICE OF PARTICIPATION BY ORGANIZATIONS FOR THE

HANDICAPPED (APR 1991)

52.219-16 LIQUIDATED DAMAGES-SMALL BUSINESS SUBCONTRACTING

PLAN (AUG 1989)

52.220‑1 PREFERENCE FOR LABOR SURPLUS AREA CONCERNS

(APR 1984)

52.220‑3 UTILIZATION OF LABOR SURPLUS AREA CONCERN\'S (APR 1984)

52.220‑4 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM

(APR 1984)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)

52.222‑3 CONVICT LABOR (APR 1984)

52.222‑4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

OVERTIME COMPENSATION (MAR 1986)

52.222-6 DAVIS-BACON ACT (NOV 1992)

52.222-7 WITHHOLDING OF FUNDS (FEB 1988)

52.222-8 PAYROLLS AND BASIC RECORDS (FEB 1988)

52.222-9 APPRENTICES AND TRAINEES (FEB 1988)

52.222-10 COMPLIANCE WITH COPELAND ACT REQUIREMENTS

(FEB 1988)

52.222-11 SUBCONTRACTS (LABOR STANDARDS) (FEB 1988)

52.222-12 CONTRACT TERMINATION - DEBARMENT (FEB 1988)

52.222-13 COMPLIANCE WITH DAVIS-BACON AND RELATED ACT

REGULATIONS (FEB 1988)

52.222-14 DISPUTES CONCERNING LABOR STANDARDS (FEB 1988)

52.222-15 CERTIFICATION OF ELIGIBILITY (FEB 1988)

52.222-16 APPROVAL OF WAGE RATES (FEB 1988)

52.222‑26 EQUAL OPPORTUNITY (APR 1984)

52.222‑27 AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR

CONSTRUCTION (APR 1984)

52.222‑28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF

SUBCONTRACTS (APR 1984)

52.222‑35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM

ERA VETERANS (APR 1984)

52.222‑36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS

(APR 1984)

52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS

AND VETERANS OF THE VIETNAM ERA (JAN 1988)

52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)

52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL

EMPLOYEES (FEB 1993)

52.223‑2 CLEAN AIR AND WATER (APR 1984)

52.223‑3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL

SAFETY DATA (NOV 1991)

52.223-6 DRUG FREE WORKPLACE (JUL 1990)

52.223-7 NOTICE OF RADIOACTIVE MATERIALS (NOV 1991)

(10 day notice required)

52.225‑3 BUY AMERICAN ACT SUPPLIES (APR 1984)

52.225‑5 BUY AMERICAN ACT‑CONSTRUCTION MATERIALS (APR 1984)

52.225-7 BALANCE OF PAYMENTS PROGRAM (APR 1984)

52.226-1 UTILIZATION OF INDIAN ORGANIZATIONS AND

INDIAN-OWNED ECONOMIC ENTERPRISES (AUG 1991)

52.227‑1 AUTHORIZATION AND CONSENT (APR 1984)

52.227‑2 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT (APR 1984)

52.227‑14 RIGHTS IN DATA‑GENERAL (JUN 1987)

52.228-2 ADDITIONAL BOND SECURITY (APR 1984)

52.228‑7 INSURANCE ‑‑ LIABILITY TO THIRD PERSONS

(APR 1984)

52.228-11 PLEDGES OF ASSETS (FEB 1990)

52.229‑2 NORTH CAROLINA STATE AND LOCAL SALES AND USE TAX

(APR 1984)

52.229-3 FEDERAL, STATE, AND LOCAL TAXES (JAN 1991)

52.229-5 TAXES\--CONTRACTS PERFORMED IN U.S. POSSESSIONS OR

PUERTO RICO (APR 1984)

52.229-10 STATE OF NEW MEXICO GROSS RECEIPTS AND

COMPENSATION TAX (OCT 1988)

52.230‑2 COST ACCOUNTING STANDARDS (AUG 1992)

52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING

PRACTICES (AUG 1992)

52.230‑5 ADMINISTRATION OF COST ACCOUNTING STANDARDS

(AUG 1992)

52.232-8 DISCOUNT FOR PROMPT PAYMENT (APR 1989)

52.232‑9 LIMITATION ON WITHHOLDING OF PAYMENTS

(APR 1984)

52.232‑17 INTEREST (JAN 1991)

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

52.232.20 LIMITATION OF COST (APR 1984)

52.232‑22 LIMITATION OF FUNDS (APR 1984)

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)

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.3.0 TRANSPORTATION ACQUISITION
REGULATIONS (TAR) (48 CFR CHAPTER 12) CONTRACT CLAUSES**

** (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)

1252.236‑71 SPECIAL PRECAUTIONS FOR WORK AT OPERATING AIRPORTS (APR
1984)

1252.237‑71 QUALIFICATION OF EMPLOYEES (APR 1984)

1252.242-71 CONTRACTOR TESTIMONY (APR 1984)

1252.242‑72 DISSEMINATION OF CONTRACT INFORMATION

(APR 1984)

**I.4.0 FEDERAL ACQUISITION REGULATION (FAR) (48CFR CHAPTER 1) **

** CONSTRUCTION CONTRACT CLAUSES NOT INCLUDED IN SECTION I**

52.232-5 PAYMENTS UNDER FIXED PRICE CONSTRUCTION CONTRACTS (APR 1989)

52.232-27 PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS

(APR 1989)

52.236-2 DIFFERING SITE CONDITIONS (APR 1984)

(OVER \$25,000)

52.236-3 SITE INVESTIGATION AND CONDITIONS AFFECTING WORK

(APR 1984) (OVER \$25,000)

52.236-4 PHYSICAL DATA (APR 1984)

52.236-5 MATERIAL AND WORKMANSHIP (APR 1984)

52.236-6 SUPERINTENDENCE BY THE CONTRACTOR (APR 1984)

(OVER \$25,000)

52.236-7 PERMITS AND RESPONSIBILITIES (NOV 1991)

52.236-8 OTHER CONTRACTS (APR) 1984) (OVER \$25,000)

52.236-9 PROTECTION OF EXISTING VEGETATION, STRUCTURES,

EQUIPMENT, UTILITIES, AND IMPROVEMENTS(APR 1984)

(OVER \$25,000)

52.236-10 OPERATIONS AND STORAGE AREAS (APR 1984)

(OVER \$25,000)

52.236-11 USE AND POSSESSION PRIOR TO COMPLETION (APR 1984) (OVER
\$25,000)

52.236-12 CLEANING UP (APR 1984) (OVER \$25,000)

52.236-13 ACCIDENT PREVENTION (NOV 1991) (OVER \$25,000)

52.236-14 AVAILABILTY AND USE OF UTILITY SERVICES (APR 1984)

(OVER \$25,000)

52.236-15 SCHEDULES FOR CONSTRUCTION CONTRACTS (APR 1984)

(OVER \$25,000 AND ACTUAL WORK PERFORMANCE

EXCEEDS 60 DAYS)

52.236-17 LAYOUT OF WORK (APR 1984)

52.236-18 WORK OVERSIGHT IN COST REIMBURSEMENT CONSTRUCTION

CONTRACTS (APR 1984)

52.236-19 ORGANIZATION AND DIRECTION OF WORK (APR 1984)

52.236-21 SPECIFICATION AND DRAWINGS FOR CONSTRUCTION

(APR 1984) (EITHER ALTERNATIVE I OR II AS APPROPRIATE)

**I.5.0 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989)**

\(a\) The Government may extend the term of this Contract by written
notice to the Contractor within the period specified in Clause H.5.0 -
\"EXERCISE OF OPTIONS;\" provided, that the Government shall give the
Contractor a preliminary written notice of its intent to extend at least
60 days before the Contract expires. The preliminary notice does not
commit the Government to an extension.

\(b\) If the Government exercises this option, the extended Contract
shall be considered to include this option provision.

\(c\) The total duration of this Contract, including the exercise of any
options under this clause, shall not exceed seven (7) years.

**I.6.0 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990) **

** (JUL 1990)**

\(a\) The use of overtime is authorized under this Contract if the
overtime premium does not exceed **[\$1.5M]{.underline}** or the
overtime premium is paid for work\--

\(1\) necessary to cope with emergencies such as those resulting from
accidents, natural disasters, breakdowns of production equipment, or
occasional production bottlenecks of a sporadic nature;

\(2\) by indirect-labor employees such as those performing duties in
connection with administration, protection, transportation, maintenance,
standby plant protection, operation of utilities, or accounting;

\(3\) to perform tests, industrial processes, laboratory procedures,
loading or unloading of transportation conveyances, and operations in
flight or afloat that are continuous in nature and cannot reasonably be
interrupted or completed otherwise, or;

\(4\) that will result in lower overall costs to the Government

.

b\) Any request for estimated overtime premiums that exceeds the amount
specified above shall include all estimated overtime for contract
completions and shall\--

\(1\) Identify the work unit; e.g., department or section in which the
requested overtime will be used, together with present workload,
staffing, and other data of the affected unit sufficient to permit the
Contracting Officer to evaluate the necessity for the overtime;

\(2\) Demonstrate the effect that denial of the request will have on the
Contract delivery or performance schedule;

\(3\) Identify the extent to which approval of overtime would affect the
performance or payments in connection with other Government contracts,
together with identifications of each affected contract; and

\(4\) Provide reasons why the required work cannot be performed by using
multishift operations or by employing additional personnel.

The inserted figure does not apply to the exceptions in subparagraph
(a)(1) through (a)(4) of the clause.

(End of Clause)

**I.7.0 FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL**

** HIRES (MAY 1989) **

** FOR FEDERAL HIRES (MAY 1989)**

In compliance with the Service Contract Act of 1965, as amended, and the
regulations of the Secretary of Labor (29 CFR Part 4), this clause
identifies classes of service employees expected to be employed under
this Contract and states the wages and fringe benefits payable to each
if they were employed by the contracting agency subject to the
provisions of 5 USC 5341 of 5332.

[This Statement is for Information Only: It Is Not a Wage
Determination]{.underline}

Monetary Wage-

[Employee Class]{.underline} [Fringe Benefit]{.underline}

SECRETARY [\_\$10.54\_\_\_\_\_\_]{.underline}

TYPIST II [\_\$ 9.45\_\_\_\_\_\_]{.underline}

ACCOUNTING CLERK IV [\_\$ 9.45\_\_\_\_\_\_]{.underline}

DRAFTER III [\_\$ 9.45\_\_\_\_\_\_]{.underline}

DRAFTER IV [\_\$11.71\_\_\_\_\_\_\_]{.underline}

ELECTRONICS TECHNICIAN [\_\$11.42\_\_\_\_\_\_\_]{.underline}

I

ELECTRONICS TECHNICIAN

II [\_\_\$14.15\_\_\_\_\_\_\_]{.underline}

ELECTRONICS TECHNICIAN

III [\_\_\$17.31\_\_\_\_\_\_\_]{.underline}

**I.8.0 52.236‑5 MATERIAL AND WORKMANSHIP **

MATERIAL AND WORKMANSHIP (APR 1984)

\(a\) All equipment, material, and articles incorporated into the work
covered by this Contract shall be new and of the most suitable grade for
the purpose intended, unless otherwise specifically provided in this
Contract. References in the specifications to equipment, material,
articles, or patented processes by trade name, make, or catalog number,
shall be regarded as establishing a standard of quality and shall not be
construed as limiting competition. The Contractor may, at its option,
use any equipment, material, article, or process that, in the judgment
of the Contracting Officer, is equal to that named in the
specifications, unless otherwise specifically provided in this Contract.

\(b\) The Contractor shall obtain the Contracting Officer\'s approval of
the machinery and mechanical and other equipment to be incorporated into
the work. When requesting approval, the Contractor shall furnish to the
Contracting Officer the name of the manufacturer, the model number, and
other information concerning the performance, capacity, nature, and
rating of the machinery and mechanical and other equipment. When
required by this Contract or by the Contracting Officer, the Contractor
shall also obtain the Contracting Officer\'s approval of the material or
articles which the Contractor contemplates incorporating into the work.
When requesting approval, the Contractor shall provide full information
concerning the material or articles. When directed to do so, the
Contractor shall submit samples for approval at the Contractor\'s
expense, with all shipping charges prepaid. Machinery, equipment,
material, and articles that do not have the required approval shall be
installed or used at the risk of subsequent rejection.

\(c\) All work under this Contract shall be performed in a skillful and
workmanlike manner. The Contracting Officer may require, in writing,
that the Contractor remove from the work any employee the Contracting
Officer deems incompetent, careless, or otherwise objectionable.

(End of Clause)

**I.9.0 52.236‑7 PERMITS AND RESPONSIBILITIES**

PERMITS AND RESPONSIBILITIES (NOV 1991)

The Contractor shall, without additional expense to the Government, be
responsible for obtaining any necessary licenses and permits, and for
complying with any Federal, State, and municipal laws, codes, and
regulations applicable to the performance of the work. The Contractor
shall also 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 **

CONTRACT DISPUTES (APRIL 1996)

\(a\) 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 (CO), 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 submitted to the Contracting Officer within 1 year
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)

** END OF PART II - SECTION I**