Draft RFP - SLAT N0042126RXXXX_.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B X C X D

EX

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G F 26

27 - 45 X H 46 - 55

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA FAR (48 CFR) 53.214(c)

1 55

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

N00421 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 4

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

5 - 6

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

9 - 10

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 11 - 14 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 15 - 19 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

20 - 24

PART II - CONTRACT CLAUSES

NAWCAD PROCUREMENT GROUP

21983 BUNDY ROAD, BLDG 441

PATUXENT RIVER MD 20670

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot Capability Stand up, Lot 1

FFP

See CLIN description in Section C and Attachment 1 PWS, Section 4.0 FOB: Destination

PSC CD: V121

NET AMT

0002 1 Lot Capability Stand up, Lot 2

FFP

See CLIN description in Section C and Attachment 1 PWS, Section 4.0

0003 Months Monthly Fixed Rate

FFP

See CLIN description in Section C

0004 96,000 Minutes Flight Services

FFP

See CLIN description in Section C and Attachment 1 PWS

0005 1 Lot Administrative/Technical Data

FFP

See CLIN description in Section C and Attachment 1 PWS, Section 10.0

CLAUSES INCORPORATED BY FULL TEXT

BTXT.216-9506 MINIMUM AND MAXIMUM QUANTITIES (NAVAIR)(MAR 1999)

As referred to in paragraph (b) of FAR 52.216-22 " Indefinite Quantity" of this contract, the contract minimum quantity is the total quantity of CLIN 0001; the maximum quantity is the total contract ceiling.

Section C - Descriptions and Specifications

EXTENDED CLIN DESCRIPTIONS

CLIN 0001 – CAPABILITY STAND-UP, LOT 1 (FIRM-FIXED PRICE)

The contractor shall execute initial capability stand-up tasks related to pre-operational readiness and aircraft modification. This CLIN covers all costs associated with achieving Performance Work Statement (PWS), Appendix D, Milestone A requirements. Attendance at the Post Award Conference (PAC) is required and shall be included under this CLIN. Activities include the successful completion and Government approval of all required operational and safety documentation (GOPs, FOPs, Management Plan, Mishap Response Plan), successful completion of all aircraft modifications, and the successful execution of both the Physical and Functional Configuration Audits (PCA/FCA). This CLIN is considered complete upon the Government's formal approval of the PAO Airworthiness Checklist Substantiation Package and the successful demonstration of the static launch system.

CLIN 0002 – CAPABILITY STAND-UP, LOT 2 (FIRM-FIXED PRICE)

The contractor shall execute final capability stand-up tasks related to full operational capability and flight readiness.

This CLIN covers all costs associated with achieving PWS Appendix D, Milestone B requirements, culminating in the aircraft being declared Safe-for-Flight (SFF). This CLIN will not be awarded until CLIN 0001 has been successfully completed and accepted by the Government. Activities include final personnel hiring and contractor facility standup, and completion of all personnel training and certification for pilots, operators, and maintenance staff. This CLIN is considered complete only after the successful completion of the System Readiness Review (SRR), the Government Flight Representative (GFR) inspection, and the final Safe-for-Flight (SFF) inspection.

CLIN 0003 – MONTHLY FIXED COST (FIRM-FIXED PRICE)

The contractor shall maintain operational readiness of personnel, equipment, and facilities to support sonobuoy testing missions. This includes providing labor, ensuring aircraft availability, maintaining ground support equipment, obtaining and maintaining required certifications, and meeting performance metrics as defined in the PWS. Payment under this CLIN shall be made monthly for sustained readiness, regardless of the number of flight hours executed.

The contractor shall also attend and participate in semi-annual Program Management Reviews (PMRs). This CLIN will not be awarded until CLIN 0002 has been successfully completed and accepted by the Government.

CLIN 0004 – FLIGHT SERVICES (FIRM-FIXED PRICE)

The contractor shall perform airborne operations to support sonobuoy lot acceptance testing as directed by the Government. These operations shall include the safe launch and tracking of sonobuoys, data capture, and return-to-base procedures. All services under this CLIN shall be performed using aircraft and crews that comply with applicable Federal Aviation Administration (FAA), Department of Defense (DoD), and PWS requirements. Billing for this CLIN shall be based on the number of flight hours or minutes executed, as recorded and verified by Government personnel. This CLIN will not be awarded until CLIN 0002 has been successfully completed and accepted by the Government.

CLIN 0005 – ADMINISTRATIVE & TECHNICAL DATA (NOT SEPARATELY PRICED )

The contractor shall provide all required technical and administrative data in accordance with the Contract Data Requirements List (CDRL) specified in Exhibit A and as outlined in paragraph 10.0 of the PWS. This CLIN is not separately priced.

CTXT.204-9505 SYSTEM AUTHORIZATION ACCESS REQUEST (SAAR) REQUIREMENTS FOR

INFORMATION TECHNOLOGY (IT) (NAVAIR) (FEB 2025)

(a) Contractor personnel assigned to perform work under this contract may require access to Navy Information Technology (IT) resources (e.g., computers, laptops, personal electronic devices/personal digital assistants (PEDs/PDAs), NMCI, RDT&E networks, websites such as MyNAVAIR, and Navy Web servers requiring Common Access Card (CAC) Public Key Infrastructure (PKI)). Contractor personnel (prime, subcontractor, consultants, and temporary employees) requiring access to Navy IT resources (including those personnel who previously signed SAAR DD Form 2875) shall submit a completed System Authorization Access Request (SAAR) DD Form 2875 or latest version thereof, and have initiated the requisite background investigation (or provide proof of a current background investigation) prior to accessing any Navy IT resources. The form and instructions for processing the SAAR form are available at: https://www.esd.whs.mil/Directives/forms/dd2500 2999/DD2875/.

(b) SAAR forms will be submitted by the contractor’s Facility Security Officer (FSO) via the National Help Desk Service Management (NHDSM) Service Catalog at: https://nhdsm.navair.navy.mil. For those contractors that do not have a FSO or that cannot access the NHDSM, or for NAVAIR organizations that have not transitioned to the NHDSM SAAR system, SAAR forms shall be submitted directly to the designated SAAR Government Sponsor or Technical Point Of Contact (TPOC). Copies of the approved SAAR forms may be obtained through the designated SAAR Government Sponsor or TPOC. Resources related to the SAAR process and step by step instructions can be found at the following link for those with access to Flank Speed: https://flankspeed.sharepoint-mil.us/sites/NAVAIR NAWCAD DNA/SitePages/SAAR.aspx. For additional questions or information related to the SAAR process and requirements, please contact the National Help Desk at 301-342-3104 or 1-888-292-5919.

(c) In order to maintain access to Navy IT resources, the contractor shall ensure completion of initial and annual IA/Cyber Awareness training, monitor expiration of requisite background investigations, and initiate re-investigations as required. If requested, the contractor shall provide to the designated SAAR Government Sponsor or TPOC documentation sufficient to prove that it is monitoring/tracking the SAAR requirements for its employees who are accessing Navy IT resources. For those contractor personnel not in compliance with the requirements of this text, access to Navy IT resources will be denied/revoked.

(d) The SAAR form remains valid throughout contractual performance, inclusive of performance extensions and option exercises where the contract number does not change. Contractor personnel are required to submit a new SAAR form only when they begin work on a new or different contract.

CTXT.211-9509 INCORPORATION OF THE CONTRACTOR'S TECHNICAL PROPOSAL (NAVAIR)

(OCT 2005)

The Contractor's Technical Proposal Number [Enter technical proposal number], dated [Enter document date], and any amendments/addendums thereof, is incorporated herein by reference, unless otherwise specified, with the same force and effect as if set forth in full text. Nothing in the Contractor's proposal shall constitute a waiver of any of the provisions of the contract, including the Statement(s) of Work and Specification. For purposes of FAR Clause 52.215-8, “Order of Precedence”, the Contractor's technical proposal shall be considered a "Specification" but the Government's Specification shall take precedence over the Contractor's technical proposal.

Section D - Packaging and Marking

DTXT.247-9507 PACKAGING AND MARKING OF REPORTS (NAVAIR)(OCT 2021)

(a) All unclassified data shall be prepared for shipment in accordance with best commercial practice. Classified reports, data and documentation, if any, shall be prepared for shipment in accordance with the National Industry Security Program Operating Manual, 32 CFR Part 117.

(b) The contractor shall prominently display on the cover of each report the following information:

(1) Name and business address of contractor.

(2) Contract Number/Delivery/Task order number.

(3) Contract/Delivery/Task order dollar amount.

(4) Whether the contract was competitively or non-competitively awarded.

(5) Name of sponsoring individual.

(6) Name and address of requiring activity.

DTXT.247-9508 PROHIBITION AND LIMITATIONS FOR PACKAGING MATERIALS

(NAVAIR) (AUG 2019)

The use of loose fill materials, asbestos, excelsior, newspaper and shredded paper (all types) are prohibited. In addition, all Wood Packaging Materials (WPM) shall be heat treated or chemically treated in accordance with the requirements of the International Standards for Phytosanitary Measures (ISPM) 15:2009, "Regulation of Wood Packaging Material in International Trade."

DTXT.247-9514 TECHNICAL DATA PACKING INSTRUCTIONS (NAVAIR) (FEB 2025)

Technical Data and Information produced or handled in support of this contract shall be packed and packaged for domestic shipment in accordance with best commercial practices. The package or envelope should be clearly marked with any special markings specified in this contract (or delivery/task order), e.g., Contract Number, CLIN, Device No., and document title must be on the outside of the package. Classified reports, data and documentation, if applicable, shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM) codifying 32 Code of Federal Regulation Part 117, NIPSOM Rule.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

ETXT.246-9512 INSPECTION AND ACCEPTANCE (NAVAIR)(OCT 2005)

(a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by the COR. Each order will include DFARS Clause 252.232-7006 Wide Area Workflow Payment Instructions.

(b) Acceptance of all Contract Line Items/Sub Line Items (CLINs/SLINs) shall be made by signature of the accepting authority on a DD 250 submitted through the WAWF system. Acceptance will only occur when the accepting authority is sure that inspections performed demonstrate compliance with contract requirements.

ETXT.246-9514 INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION

(NAVAIR)(FEB 1995)

Inspection and acceptance of technical data and information will be performed by the Procuring Contracting Officer (PCO) or his duly authorized representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be evidenced by execution of an unconditional DD Form 250, Material Inspection and Receiving Report, as appropriate, and/or upon receipt of a second endorsement acceptance by the PCO on the attachment to this contract entitled [Section J, Exhibt A CDRLs]. The attached form will not be used for high cost data such as drawings, specifications, and technical manuals.

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

0004 N/A N/A N/A N/A

0005 N/A N/A N/A N/A

52.242-15 Stop-Work Order AUG 1989 52.242-17 Government Delay Of Work APR 1984 52.247-34 F.O.B. Destination JAN 1991

FTXT.211-9507 PERIOD OF PERFORMANCE (NAVAIR) (MAR 1999)

(a) The contract shall commence on [insert effective date] and shall continue [insert “for a period of months” or provide a calendar date]. However, the period of performance may be extended in accordance with the option provisions contained herein.

(b) If FAR Clause 52.216-18, “Ordering”, is incorporated into this contract, then the period in which the Government can issue orders under the contract will be extended at the exercise of an option, and extended to the end of that option period.

FTXT.247-9505 TECHNICAL DATA AND INFORMATION (NAVAIR)(FEB 1995)

Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423, Exhibit A. attached hereto, and the following:

(a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below.

Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form 1423.

(1) PCO, Code NAWCAD Procurement Group.

(2) ACO, Code NAWCAD Procurement Group.

(b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO.

(c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6.

(d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above.

(e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government.

(f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice of rejection.

(g) DD Form 1423, Block 14 Mailing Addresses: See Exhibt A

Section G - Contract Administration Data

52.213-3 Notice to Suppliers APR 1984 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7002 Requirement to Inform Employees of Whistleblower Rights DEC 2022 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7006 Wide Area WorkFlow Payment Instructions JAN 2023

GTXT.232-0001 PAYMENT INSTRUCTIONS (NAVAIR) (MAY 2023)

For Government Use Only

Contract/Order Payment Clause

Type of Payment Request

Su pp ly

Se rv ic e

C on st ru ct io n

Payment Office Allocation Method

52.212-4 (Alt I), Cost Voucher X X N/A Line item specific proration.

Contract Terms and If there is more than one ACRN Conditions— within a deliverable contract line Commercial Products item, the funds will be allocated in and Commercial the same proportion as the Services; amount of funding currently 52.216-7, Allowable unliquidated for each ACRN on Cost and Payment; the line item billed.

52.232-7, Payments Under Time-and- Materials and Labor- Hour Contracts

52.232-1, Payments, Navy X X N/A Line item specific by fiscal year.

252.217-7007, Shipbuilding If there is more than one ACRN Payments Invoice (Fixed within a deliverable line or (vessel repair and alterations) Price) deliverable subline item, the funds will be allocated using the oldest funds first. In the event of a deliverable line or deliverable subline item with two or more ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year.

52.232-1, Payments; Invoice X X N/A Line item specific proration.

52.232-2, Payments If there is more than one ACRN Under Fixed-Price within a deliverable line item or Research and deliverable subline item, the

Development funds will be allocated in the Contracts; same proportion as the amount 52.232-3, Payments of funding currently unliquidated Under Personal for each ACRN on the deliverable Services Contracts; line or deliverable subline item for 52.232-4, Payments which payment is requested.

Under Transportation Contracts and Transportation-Related Services Contracts; and 52.232-6, Payments Under Communication Service Contracts With Common Carriers st ru ct

52.232-5, Payments Under Fixed-Price Construction Contracts

Construction Payment Invoice

N/A N/A X Line item specific by fiscal year. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated using the oldest funds first. In the event of a deliverable line or deliverable subline item with two or more ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year.

52.232-16, Progress Progress X X N/A Contract-wide proration.

Payments Payment* Funds shall be allocated in the (excluding contracts same proportion as the amount with multiple lot of funding currently unliquidated progress payments) for each ACRN. Progress payments are considered contract level financing, and the “contract price” shall reflect the fixed-price portion of the contract per FAR 32.501-3.

52.232-16, Progress Payments;

252.232-7018, Progress Payments— Multiple Lots

Progress Payment*

X X N/A Lot-wide proration (applies to lots specifically identified in the contract).

If there is more than one ACRN within a lot, the funds will be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN on the lot for which payment is requested.

See PGI 204.7108 paragraph (c) for multiple lot CLIN structure.

st ru ct

52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services;

52.232-30, Installment Payments for Commercial Products and Commercial Services

Commercial Product and Commercial Service Financing*

X X N/A Specified in approved payment. The contracting officer shall specify the amount to be paid and the account(s) to be charged for each payment approval in accordance with FAR 32.207(b)(2).

52.232-32, Performance-Based Payments

Performance- Based Payments*

X X N/A Specified in approved payment. The contracting officer shall specify the amount to be paid and the account(s) to be charged for each payment approval in accordance with FAR 32.1007(b)(2).

252.232-7002, Progress Payments for Foreign Military Sales Acquisitions

Progress Payment*

X X N/A Allocate costs among line items and countries in a manner acceptable to the administrative contracting officer.

*Liquidation of Financing Payments. Liquidation will be applied by the payment office against those ACRNs which are identified by the payment instructions for the delivery payment and in keeping with the liquidation provision of the applicable contract financing clause (i.e., progress payment, performance-based payment, or commercial product and commercial service financing).

GTXT.242-9511 CONTRACT ADMINISTRATION DATA (NAVAIR)(NOV 2017)

(a) Contract Administration Office.

(1) Contract administration functions (see FAR 42.302(a) and DFARS 242.302(a)) are assigned to: See the ADMINISTERED BY Block on the face page of the contract, modification, or order.

(b) Special Instructions (see FAR 42.202(b) and (c)):

(1) The following contract administration functions are retained (see FAR 42.302(a) and DFARS 242.302(a)):

Functions Retained Retained for Performance By:

FAR 42.302(a): (3) (4) (16) (51) PCO FAR 42.302(a): (3) (16) (30) (31) (38) (39) (58) and (67)

COR

(2) The following additional contract administration functions are assigned (see FAR 42.302(b)):

Additional Functions Retained for Performance By:

None N/A

(c) Inquiries regarding payment should be referred to: MyInvoice through the Wide Area Workflow eBusiness Suite: https://wawf.eb.mil.

Section H - Special Contract Requirements

HTXT.209-9510 ORGANIZATIONAL CONFLICTS OF INTEREST (NAVAIR) (FEB 2025)

(a) Purpose. This requirement seeks to ensure that the contractor (1) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract, and (2) is not biased because of its current or planned interests (financial, contractual, organizational or otherwise) that relate to the work under this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor (as defined in paragraph (d)(7)) in the activities covered by this requirement.

(1) The restrictions set forth in paragraph (e) apply to supplies, services, and other performance rendered with respect to the suppliers and/or equipment listed in Attachment 1. The contract will specify to which suppliers and/or equipment subparagraph (e) restrictions apply.

(2) The financial, contractual, organizational and other interests of contractor personnel performing work under this contract shall be deemed to be the interests of the contractor for the purposes of determining the existence of an organizational conflict of interest. Any subcontractor that performs any work relative to this contract shall be subject to this requirement. The contractor agrees to place in each subcontract affected by these provisions the necessary language contained in this requirement.

(3) In performance of this contract, the contractor shall also comply with the mitigation plan provided as Attachment N/A to this contract.

(c) Waiver. Any request for waiver pursuant to FAR 9.503 shall be submitted in writing to the Procuring Contracting Officer. The request for waiver shall set forth all relevant factors including proposed contractual safeguards or job procedures to mitigate conflicting roles that might produce an organizational conflict of interest.

No waiver shall be granted by the Government with respect to prohibitions pursuant to access to proprietary data.

(d) Definitions. For purposes of application of this requirement only, the following definitions are applicable:

(1) “System” includes system, major component, subassembly or subsystem, project, or item.

(2) “Nondevelopmental items” as defined in FAR 2.101.

(3) “Systems Engineering” (SE) includes, but is not limited to, the activities in FAR 9.505-1(b).

(4) “Technical direction” (TD) includes, but is not limited to, the activities in FAR 9.505-1(b).

(5) “Advisory and Assistance Services” (AAS) as defined in FAR 2.101.

(6) “Consultant services” as defined in FAR 31.205-33(a).

(7) “Contractor”, for the purposes of this requirement, means the firm signing this contract, its subsidiaries and affiliates, joint ventures involving the firm, any entity with which the firm may hereafter merge or affiliate, and any other successor or assignee of the firm.

(8) “Affiliates,” means officers or employees of the prime contractor and first tier subcontractors involved in the program and technical decision-making process concerning this contract.

(9) “Interest” means organizational or financial interest.

(10) “Weapons system supplier” means any prime contractor or first tier subcontractor engaged in, or having a known prospective interest in the development, production or analysis of any of the weapon systems, as well as any major component or subassembly of such system.

(e) Contracting restrictions.

[ X ] (1) To the extent the contractor provides systems engineering and/or technical direction for a system or commodity but does not have overall contractual responsibility for the development, the integration, assembly and checkout or the production of the system, the contractor shall not (i) be awarded a contract to supply the system or any of its major components or (ii) be a subcontractor or consultant to a supplier of the system or of its major components. The contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem, or major component utilized for or in connection with any item or other matter that is (directly or indirectly) the subject of the systems engineering and/or technical direction or other services performed under this contract for a period of three (3) years after the date of completion of the contract. (FAR 9.505-1(a)) [ X ] (2) To the extent the contractor prepares and furnishes complete specifications covering nondevelopmental items to be used in a competitive acquisition, the contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor. This rule applies to the initial production contract, for such items plus a specified time period or event. The contractor agrees to prepare complete specifications covering non-developmental items to be used in competitive acquisitions, and the contractor agrees not to be a supplier to the Department of Defense, subcontract supplier, or a consultant to a supplier of any system or subsystem for which complete specifications were prepared hereunder. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems or their subsystems extends for a period of three (3) years after the terms of this contract.

(FAR 9.505-2(a)(1)) [X ] (3) To the extent the contractor prepares or assists in preparing a statement of work to be used in competitively acquiring a system or services or provides material leading directly, predictably and without delay to such a work statement, the contractor may not supply the system, major components thereof or the services unless the contractor is the sole source, or a participant in the design or development work, or more than one contractor has been involved in preparation of the work statement. The contractor agrees to prepare, support the preparation of or provide material leading directly, predictably and without delay to a work statement to be used in competitive acquisitions, and the contractor agrees not to be a supplier or consultant to a supplier of any services, systems or subsystems for which the contractor participated in preparing the work statement. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of any services, systems or subsystems extends for a period of three (3) years after the terms of this contract. (FAR 9.505-2(b)(1)) [ X ] (4) To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s interests.

Contractor agrees to the terms and conditions set forth in the statement of work that are established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3) [ X ] (5) To the extent work to be performed under this contract requires access to proprietary data of other companies, the contractor must enter into agreements with such other companies which set forth procedures deemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long as it remains proprietary and (ii) to refrain from using the information for any other purpose other than that for which it was furnished. Evidence of such agreement(s) must be made available to the Procuring Contracting Officer upon request. The contractor shall restrict access to proprietary information to the minimum number of employees necessary for performance of this contract. Further, the contractor agrees that it will not utilize proprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) to perform additional services or studies for the United States Government. The contractor agrees to execute agreements with companies furnishing proprietary data in connection with work performed under this contract, obligating the contractor to protect such data from unauthorized use or disclosure so long as such data remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractor further agrees that such proprietary data shall not be used in performing for the Department of Defense additional work in the same field as work performed under this contract if such additional work is procured competitively. (FAR 9.505) [ X ] (6) Preparation of Statements of Work or Specifications. If the contractor under this contract assists substantially in the preparation of a statement of work or specifications, the contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem or major component utilized for or in connection with any item or work statement prepared or other services performed or materials delivered under this contract, and is procured on a competitive basis, by the Department of Defense with three (3) years after completion of work under this contract. The provisions of this requirement shall not apply to any system, subsystem, or major component for which the contractor is the sole source of supply or which it participated in designing or developing. (FAR 9.505-4(b)) [ X ] (7) Advisory and Assistance Services (AAS). If the contractor provides AAS services as defined in paragraph (d) of this requirement, it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agrees not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the contractor performs similar work. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for AAS.

(f) Remedies. In the event the contractor fails to comply with the provisions of this requirement, such noncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance is the result of conflicting financial interest involving contractor personnel performing work under this contract, the Government may require the contractor to remove such personnel from performance of work under this contract.

Further, the Government may elect to exercise its right to terminate for default in the event of such noncompliance.

Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, or statute or regulation.

(g) Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the contractor shall disclose to the Government information concerning the new conflict of interest. The contractor shall provide, as a minimum, the following information:

(1) a description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved;

(2) a description of the work to be performed;

(3) the dollar amount;

(4) the period of performance; and

(5) a description of the contractor’s internal controls and planned actions, to avoid any potential organizational conflict of interest.

HTXT.216-9512 PAPERLESS CONTRACTING (NAVAIR)(JUN 2009)

(a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of a conflict with any other provision of this contract, this clause shall govern.

(b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods.

HTXT.216-9534 TASK ORDER PROCEDURES (NAVAIR) (OCT 2005)

(a) The following activity (ies) or individual(s) is/are designated as Ordering Officer(s):NAWCAD Contracting Officer (N00421) The above activity (ies) or individual(s) is/are responsible for issuing and administering any orders placed hereunder. Ordering Officers may negotiate revisions/modifications to orders, but only within the scope of this contract. Ordering Officers have no authority to modify any provision of this basic contract. Any deviation from the terms of the basic contract must be submitted to the Procuring Contracting Officer (PCO) for contractual action.

Ordering Officers may enter into mutual no cost cancellations of orders under this contract and may reduce the scope of orders/tasks, but a Termination for Convenience or Termination for Default may only be issued by the

PCO.

(b) Task orders. All orders issued hereunder are subject to the terms and conditions of this contract. The contract shall control in the event of conflict with any order. When mailed, an order shall be "issued" for purposes of this contract at the time the Government deposits the order in the mail, or, if transmitted by other means, when physically delivered to the contractor.

(c) A task order shall be issued for each order. In addition to any other data that may be called for in the contract, the following information shall be specified in each order, as applicable:

(1) Date of order.

(2) Contract and task order number.

(3) Applicable contract line item number (CLIN).

(4) Description of the task to be performed.

(5) Description of the end item or service.

(6) DD Form 254 (Contract Security Classification).

(7) DD Form 1423 (Contract Data Requirements List).

(8) Exact place of performance.

(9) The inspecting and accepting codes.

(10) Estimated cost and fee and level of effort by labor category (and billing rate if known).

(11) List of Government furnished property and the estimated value of the property.

(12) Invoice and payment provisions to the extent not covered by the contract.

(13) Accounting and appropriation data.

(14) Period of performance.

(15) Organizational Conflict of Interest provisions.

(16) Type of order (e.g., completion, term, FFP)

(d) Negotiated Agreement. For task orders with an estimated value of greater than $[insert dollar threshold], the information contained in each task order with respect to labor categories, man-hours and delivery date shall be the result of a negotiated agreement reached by the parties in advance of issuance of the order.

(1) The Ordering Officer shall furnish the contractor with a written preliminary task order and request for proposal. The request shall include:

(i) a description of the specified work required,

(ii) the desired delivery schedule,

(iii) the place and manner of inspection and acceptance, and

(2) The contractor shall, within the time specified by the preliminary task order, provide the Ordering Officer with a proposal to perform, which shall include:

(i) the required number of labor hours by labor classification and scheduled billing rates, for each end product or task,

(ii) overtime hours by labor category,

(iii) proposed completion or delivery dates,

(iv) other direct costs (i.e., direct material, travel subsistence, and similar costs)

(v) dollar amount and type of any proposed subcontracts, and

(vi) total estimated cost/price.

The cost factors utilized in determining the estimated cost/price under any order shall be the rates applicable at time the order is issued.

(3) Upon receipt of the proposal, the Ordering Officer shall review the estimates therein to ensure acceptability to the Government, enter into such discussions with the contractor as may be necessary to correct and revise any discrepancies in the proposal, and effect whatever internal review procedures are required. Should the Ordering Officer and contractor be unable to reach agreement as to the terms of the order prior to its issuance, the conflict shall be referred to the Contracting Officer.

(4) For task orders under the dollar amount indicated in paragraph (d), the procedures for reaching agreement are as follows:

(i) The Ordering Officer shall issue a fully funded, unilaterally executed task order representing a firm order for the total requirement.

(ii) In the event the contractor cannot perform in accordance with the terms and conditions and within the estimated cost of the task order, he shall:

(A) notify the Ordering Officer immediately,

(B) submit a proposal for the work requested in the task order,

(C) not commence performance until such time that differences between the task order and the contractor's proposal are resolved and a modification, if necessary, is issued.

(e) Total Estimated Dollar Amount. The total estimated dollar amount of each order constitutes a ceiling price for that order. The requirements for notification set forth in Federal Acquisition Regulation N/A are applicable to individual task orders. The ceiling amount for each order may not be exceeded unless authorized by a modification to the order. All revisions providing additional funds to a task order will include fee in the same manner as established in the basic task order.

(f) Oral Orders. Oral orders may be placed hereunder only in emergency circumstances. Information described above shall be furnished to the contractor at the time of placing an oral order and shall be confirmed by issuance of a written task order within N/A working days of the oral order.

(g) Modifications. Modifications to orders shall be issued using a Standard Form 30 and shall include the information set forth in paragraph (c) above, as applicable. Orders may be modified orally by the Ordering Officer in emergency circumstances. (Oral modifications shall be confirmed by issuance of a written modification on Standard Form 30 within N/A working days from the time of the oral communication amending the order.)

HTXT.227-9511 DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION

(NAVAIR)(FEB 2009)

(a) During the performance of this contract, the Government may use an independent services contractor (ISC), who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluations, or independent verification and validations of technical documents submitted to the Government during performance.

(b) The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to the prime contractor. The prime contractor is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in paragraph (a) above.

(c) Since the ISC is neither an employee nor an agent of the Government, any findings, recommendations, analyses, or conclusions of such a contractor are not those of the Government.

(d) The prime contractor acknowledges that the Government has the right to use ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the prime contractor.

(e) To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any ISC as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will be provided to the Procuring Contracting Officer.

HTXT.228-9501 LIABILITY INSURANCE (NAVAIR) (MAR 1999)

The following types of insurance are required in accordance with the clause entitled, FAR 52.228-5, "Insurance-- Work on a Government Installation and shall be maintained in the minimum amounts shown:

(a) Comprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury.

(b) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $500,000 per accident for property damage.

(c) Standard Workman's Compensation and Employer's Liability Insurance (or, where maritime employment is involved, Longshoremen's and Harbor Worker's Compensation Insurance) in the minimum amount of $100,000.

(d) Aircraft public and passenger liability: $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability; $200,000 per occurrence for property damage. Passenger bodily injury liability limits of $$200,000 per passenger, multiplied by the number of seats or number of passengers, whichever is greater.

Section I - Contract Clauses

52.202-1 Definitions JUN 2020 52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

JUN 2020

52.203-13 Contractor Code of Business Ethics and Conduct NOV 2021 52.203-16 Preventing Personal Conflicts of Interest JUN 2020 52.203-19 Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements

JAN 2017

52.204-1 Approval of Contract DEC 1989 52.204-2 Security Requirements MAR 2021 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

NOV 2021

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities

DEC 2023

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

NOV 2021

52.204-27 Prohibition on a ByteDance Covered Application JUN 2023 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded

JAN 2025

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

OCT 2018

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.210-1 Market Research NOV 2021 52.211-8 Time of Delivery JUN 1997 52.211-15 Defense Priority And Allocation Requirements APR 2008 52.212-5 (Dev)(RMBO)

Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Products and Commercial Services (Deviation 2025-O0003/ Deviation 2025-O0004)

OCT 2025

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011 52.215-14 Integrity of Unit Prices NOV 2021 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997 52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

NOV 2021

52.216-7 Allowable Cost And Payment AUG 2018 52.216-19 Order Limitations OCT 1995 52.216-22 Indefinite Quantity OCT 1995

52.216-24 Limitation Of Government Liability APR 1984 52.219-9 Small Business Subcontracting Plan JAN 2025 52.219-14 Limitations On Subcontracting OCT 2022 52.219-16 Liquidated Damages-Subcontracting Plan SEP 2021 52.219-28 Postaward Small Business Program Rerepresentation JAN 2025 52.222-37 Employment Reports on Veterans JUN 2020 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons OCT 2025 52.222-54 Employment Eligibility Verification JAN 2025 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2024 52.223-10 (Dev) Waste Reduction Program (DEVIATION 2025-O0004) MAR 2025 52.223-23 (Dev) Sustainable Products and Services (DEVIATION 2025-

O0004)

MAR 2025

52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.224-3 Privacy Training JAN 2017 52.224-3 Alt I Privacy Training (JAN 2017) -Alternate I JAN 2017 52.225-13 Restrictions on Certain Foreign Purchases FEB 2021 52.226-8 Encouraging Contractor Policies To Ban Text Messaging

While Driving

MAY 2024

52.227-1 Authorization and Consent JUN 2020 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

JUN 2020

52.228-5 Insurance - Work On A Government Installation JAN 1997 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.228-9 Cargo Insurance MAY 1999 52.229-3 Federal, State And Local Taxes FEB 2013 52.229-6 Taxes--Foreign Fixed-Price Contracts FEB 2013 52.230-2 Cost Accounting Standards JUN 2020 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-1 Payments APR 1984 52.232-4 Payments Under Transportation Contracts and

Transportation-Related Services Contracts

APR 1984

52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest MAY 2014 52.232-18 Availability Of Funds APR 1984 52.232-19 Availability Of Funds For The Next Fiscal Year APR 1984 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

OCT 2018

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013…