DRAFT_FA2521-13-R-0005.pdf

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until local time

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X H 116 - 126 charlene.thomas@us.af.mil

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)

1 126

(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.

FA2521 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)

CHARLENE L. THOMAS 321-494-3934

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1 - 2

3 - 13

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

15 - 16 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 17 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 18 - 21 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 - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

22 - 75

PART II - CO NTRACT CLAUSES

45 CONS/LGCZR

1201 EDWARD H WHITE II ST, MS 7200

PATRICK AFB FL 32925-3237

321-494-5573

321-494-9519FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

31 May 2013

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

FA2521-13-R-0005

Section A - Solicitation/Contract Form

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996

52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001

52.246-4 Inspection Of Services--Fixed Price AUG 1996

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-16 Responsibility For Supplies APR 1984

252.246-7000 Material Inspection And Receiving Report MAR 2008

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PROGRAM MANAGEMENT

FFP

Provide program management as described in PWS chapter 2.

FOB: Destination

NET AMT

ANTIGUA-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Antigua as described in PWS chapters 3 and 4.

ASCENSION-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Ascension as described in PWS chapters 3

MISSION SUPPORT COMMUNICATIONS

FFP

Provide Mission Support Communications as described in PWS chapter 5.1

Western Range $ ; Eastern Range $

CONTRACTOR ACQUIRED PROPERTY

COST

ESTIMATED COST

AIRBORNE WEATHER SURVEILLANCE

FFP

Provide Airborne Weather Surveillance as described in PWS chapter 5.2.

OPTION PROGRAM MANAGEMENT

FFP

OPTION ANTIGUA-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Antigua as described in PWS chapters 3

OPTION ASCENSION-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Ascension as described in PWS chapters 3

OPTION MISSION SUPPORT COMMUNICATIONS

FFP

Provide Mission Support Communications as described in PWS chapter 5.1

OPTION CONTRACTOR ACQUIRED PROPERTY

OPTION AIRBORNE WEATHER SURVEILLANCE

FFP

OPTION PROGRAM MANAGEMENT

FFP

OPTION ANTIGUA-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Antigua as described in PWS chapters 3

OPTION ASCENSION-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Ascension as described in PWS chapters 3

OPTION MISSION SUPPORT COMMUNICATIONS

FFP

Provide Mission Support Communications as described in PWS chapter 5.1

OPTION CONTRACTOR ACQUIRED PROPERTY

OPTION AIRBORNE WEATHER SURVEILLANCE

FFP

OPTION PROGRAM MANAGEMENT

FFP

OPTION ANTIGUA-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Antigua as described in PWS chapters 3

OPTION ASCENSION-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Ascension as described in PWS chapters 3

OPTION MISSION SUPPORT COMMUNICATIONS

FFP

Provide Mission Support Communications as described in PWS chapter 5.1

OPTION CONTRACTOR ACQUIRED PROPERTY

OPTION AIRBORNE WEATHER SURVEILLANCE

FFP

OPTION PROGRAM MANAGEMENT

FFP

OPTION ANTIGUA-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Antigua as described in PWS chapters 3

OPTION ASCENSION-DBOS & LOGISTICS

FFP

Provide DBOS and logistic services for Ascension as described in PWS chapters 3

OPTION MISSION SUPPORT COMMUNICATIONS

FFP

Provide Mission Support Communications as described in PWS chapter 5.1

OPTION CONTRACTOR ACQUIRED PROPERTY

OPTION AIRBORNE WEATHER SURVEILLANCE

FFP

PHASE-IN

CPFF

Provide Contract Phase-In activities IAW PWS 2.8.4.

FIXED FEE

TOTAL EST COST + FEE

PHASE-OUT

CPFF

Provide Contract Phase-out activities IAW PWS 2.8.5.

FIXED FEE

TOTAL EST COST + FEE

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 N/A N/A N/A Government

0002 N/A N/A N/A Government

0003 N/A N/A N/A Government

0004 N/A N/A N/A Government

0005 N/A N/A N/A Government

0006 N/A N/A N/A Government

0101 N/A N/A N/A Government

0102 N/A N/A N/A Government

0103 N/A N/A N/A Government

0104 N/A N/A N/A Government

0105 N/A N/A N/A Government

0106 N/A N/A N/A Government

0201 N/A N/A N/A Government

0202 N/A N/A N/A Government

0203 N/A N/A N/A Government

0204 N/A N/A N/A Government

0205 N/A N/A N/A Government

0206 N/A N/A N/A Government

0301 N/A N/A N/A Government

0302 N/A N/A N/A Government

0303 N/A N/A N/A Government

0304 N/A N/A N/A Government

0305 N/A N/A N/A Government

0306 N/A N/A N/A Government

0401 N/A N/A N/A Government

0402 N/A N/A N/A Government

0403 N/A N/A N/A Government

0404 N/A N/A N/A Government

0405 N/A N/A N/A Government

0406 N/A N/A N/A Government

0700 N/A N/A N/A Government

0800 N/A N/A N/A Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

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

0006 N/A N/A N/A N/A

0101 POP 01-OCT-2014 TO

30-SEP-2015

N/A N/A

0102 N/A N/A N/A N/A

0103 N/A N/A N/A N/A

0104 N/A N/A N/A N/A

0105 N/A N/A N/A N/A

0106 N/A N/A N/A N/A

0201 N/A N/A N/A N/A

0202 N/A N/A N/A N/A

0203 N/A N/A N/A N/A

0204 N/A N/A N/A N/A

0205 N/A N/A N/A N/A

0206 N/A N/A N/A N/A

0301 N/A N/A N/A N/A

0302 N/A N/A N/A N/A

0303 N/A N/A N/A N/A

0304 N/A N/A N/A N/A

0305 N/A N/A N/A N/A

0306 N/A N/A N/A N/A

0401 N/A N/A N/A N/A

0402 N/A N/A N/A N/A

0403 N/A N/A N/A N/A

0404 N/A N/A N/A N/A

0405 N/A N/A N/A N/A

0406 N/A N/A N/A N/A

0700 N/A N/A N/A N/A

0800 N/A N/A N/A N/A

52.242-15 Stop-Work Order AUG 1989

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

52.242-17 Government Delay Of Work APR 1984

52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

WAWF Submittal Information

Wide Area Work Flow Receipt and Acceptance (WAWF-RA) vendor information can be found at

WAWF web page: https://wawf.eb.mil/index.html. The web page provides information needed to register and utilize WAWF-RA.

The following information is provided to assist in completing WAWF invoice(s).

Invoice Type:

__X__Invoice as 2-In-1 (Services Only)

Contract Number: FA2521-13-R-0005

Delivery Order:

Cage Code/Ext:

Pay DoDAAC: F03000

IssueBy DoDAAC: FA2521

Admin DoDAAC: FA2521

Inspected By DoDAAC/Ext: FA2521

Contracting Officer DODAAC: FA2521

Ship-To Code/Ext (excludes construction):

Service Acceptor/Ext (excludes construction):

Ship-From Code: NOT NEEDED

LPO DoDAAC/Ext: Leave Blank

Additional E-Mail Notifications:

1. Contracting Officer: charlene.thomas@us.af.mil

2. Contract Specialist: queshanda.newton.1@us.af.mil

3. Contract Specialist: kristine.lundblad@us.af.mil

4. Using Activity: TBD

5. Resource Advisor: TBD

Vendor - Payment information concerning your invoice may be accessed using the DFAS website at:

http://www.dod.mil/dfas/contractorpay.html

Your purchase order/contract number or invoice will be required to check status of your payment.

https://wawf.eb.mil/index.html http://www.dod.mil/dfas/contractorpay.html

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

H-1 ORGANIZATIONAL CONFLICT OF INTEREST

"Organizational conflict of interest" means that because of other activities or relationships with other contractors, a contractor is unable or potentially unable to render impartial assistance or advice to the government, or the contractor's objectivity in performing the contract work is or might be otherwise impaired, or a contractor has an unfair competitive advantage.

An organizational conflict of interest may result when factors create an actual or potential conflict of interest on an instant contract, or when the nature of the work to be performed on the instant contract creates an actual or potential conflict of interest on a future acquisition. In the latter case, some restrictions on future activities of the contractor may be required.

(a) Purpose: The primary purpose of this clause is to aid in ensuring that:

1. The contractor’s objectivity and judgment are not biased because of its present or planned interest, which relate to work under this contract;

2. The contractor does not obtain unfair competitive advantage by virtue of its access to non-public information regarding the government’s program plans and actual or anticipated resources; and

3. The contractor does not obtain unfair competitive advantage by virtue of its access to proprietary information belonging to others.

(b) Scope: Organizational Conflict of Interest (OCI) rules, procedures and responsibilities as described in Federal

Acquisition Regulation (FAR) 9.5 shall be applicable to this contract and any resulting subcontracts. This clause, as negotiated, will be incorporated into the resultant contract.

1. The general rules in FAR 9.505-1 through 9.505-4, and the restrictions described herein, shall apply to performance or participation by the contractor and any of its affiliates or their successors-in-interest (hereafter collectively referred to as “contractor”) in the activities covered by this contract as prime contractor, subcontractor, co-sponsor, joint venture, consultant, or in any similar capacity.

2. If after award the Contractor discovers an OCI or potential OCI with respect to this contract, the

Contractor agrees that a prompt and full disclosure shall be made in writing to the Contracting Officer which shall include a description of the Contractor actions proposed to avoid or mitigate such conflicts(s). If the proposed Contractor actions are acceptable to the

Contracting Officer, the Contractor shall modify, if necessary, their OCI plan to incorporate the actions.

(c) Access to and Use of Sensitive Government Information: In the performance of this contract, the Contractor and its subcontractors may gain access to Government information which has not been released or otherwise made available to the public, provide advice / data submittals to the Government, or both, which the Government considers sensitive during performance of this contract. The contractor agrees it shall not disclose such information to any party outside the Government as long as the Government considers such information sensitive.

(d) Access to and Protection of Proprietary Information: The Contractor and its subcontractors may gain access to proprietary information of other companies during performance of this contract. The

Contractor agrees to treat proprietary data in accordance with the provisions of FAR 9.505-4. The Contractor shall enter into a written agreement for the protection of the proprietary data of others and exercise diligent effort to protect such proprietary data from unauthorized use or disclosure.

(e) Contractor's OCI Avoidance / Mitigation Plan: The Contractor's OCI Avoidance / Mitigation Plan, which has been negotiated, is incorporated into the contract as Attachment 10. The Contractor shall report any violation of the Plan, or appearance of violation of the Plan, whether by its own personnel, those of the Contractor's subcontractors, or the Government or its other contractors, to the Contracting Officer within 5 business days after discovering such violation or appearance of violation. The report shall include a description of the violation or appearance of violation and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the violation. After conducting such further inquiries and discussions as may be necessary, the Contracting Officer and the Contractor shall agree on appropriate corrective action, if any, or the Contracting Officer shall direct such action, subject to the terms of this contract.

(f) Subcontracts: The Contractor shall include this clause in all subcontracts of any tier, teaming arrangements, and other agreements for performance of work under this contract. The terms "contract", "Contractor", and

"Contracting Officer" shall be appropriately modified to preserve the Government's rights. The Contractor is responsible for ensuring that its subcontractors have also agreed to comply with the OCI Avoidance / Mitigation

Plan.

(g) Remedies: For breach of any of the above restrictions and provisions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor for subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with this clause, the Contractor discovers and promptly reports an OCI (or potential thereof), the Contracting

Officer may permit continued performance under the agreed-upon corrective action or terminate this contract for convenience if such termination is deemed to be in the best interests of the Government.

(h) Government Indemnity: The Contractor shall hold the Government harmless and indemnify the

Government as to any cost or loss resulting from the unauthorized use or disclosure of third party information data or software by the Contractor, its employees, subcontractors or agents.

H002. BASE SUPPORT (JUN 2012)

(a) Purpose. The purpose of this clause is to describe the conditions under which the Government will provide base support to the Contractor during the Contractor's performance of this contract.

(b) Definitions. For purposes of this clause,

(1) 'Base Support' is defined as Government Property located at Government-controlled facilities.

It includes, but is not limited to, working space, equipment, information technology, and related services (excluding use of the Defense Switched Network (DSN) which the Government determines can be made available at, or through, any Air Force installation where this contract shall be performed. A list of base support to be provided at each Air Force installation by specific dates is contained in Attachment 6, Base Support Agreements.

(2) 'Information technology (IT)' is defined in FAR 2.101, 'Definitions'.

(c) Requirement. The Government shall provide base support to the Contractor in accordance with Attachment 7 of this contract. Unless otherwise stated in this contract, such base support shall be provided by the Government on a rent-free basis and the value of that support shall be a part of the consideration passing from the Government to the Contractor under this contract. The Contractor shall manage such base support in accordance with the

Government Property clause of this contract. If the Government fails to provide base support by the dates required, the Contractor may be entitled to an equitable adjustment in accordance with the Government Property clause of this contract. Failure by the Contractor to comply with the requirements of this clause shall release the

Government, without prejudice, from its obligation to provide base support by the date(s) required. The

Contractor agrees that in the performance of this contract or any major subcontract, it will not incur any direct or indirect costs for base support if the Government determines that property is available at or through any Air Force installation where this contract shall be performed.

(d) The Contractor agrees to immediately report (with a copy to the cognizant ACO) inadequacies, defective

Government Property (GP) or nonavailability of support stipulated by the contract schedule, together with a recommended plan for obtaining the required support. The Government agrees to determine (within 10 workdays) the validity and extent of the involved requirement and the method by which it shall be fulfilled (e.g., purchase, rental, lease, GP). Facilities shall not be purchased under this clause. Additionally, the Contractor (or authorized representative) shall not purchase, or otherwise furnish any base support requirement provided by the clause (or authorize others to do so), without prior written approval of the Contracting Officer regarding the price, terms, and conditions of the proposed purchase, or approval of other arrangements.

(e) The installations where base support will be provided and the nature of the support to be furnished under this contract are listed in Attachment 6, Base Support Agreements. Because of the nature and location(s) of the work performed, the value of such equipment is undeterminable. The Contractor shall not incur any cost resulting from nonsupport prior to Contracting Officer concurrence in accordance with this clause.

H003. ENABLING CLAUSE FOR GOVERNMENT PROGRAM CONTRACTS REQUIRING

INTERFACE WITH AEROSPACE FFRDC CONTRACT SUPPORT (JUN 2012)

(a) This contract covers part of the SRP program which is under the general program management of the Air

Force Space and Missile Systems Center (SMC). The Air Force has entered into a contract with The Aerospace

Corporation, a California nonprofit corporation operating a Federally Funded Research and Development Center

(FFRDC), for the services of a technical group that will support the DoD / U.S. Government program office by performing General Systems Engineering and Integration, Technical Review, and/or Technical Support including informing the commander or director of the various Department of Defense ("DoD") organizations it supports and any U.S. Government program office of product or process defects and other relevant information, which, if not disclosed to the U.S.

Government, could have adverse effects on the reliability and mission success of a U.S. Government program.

(1) General Systems Engineering and Integration (GSE&I) deals with overall system definition;

integration both within the system and with associated systems; analysis of system segment and subsystem design; design compromises and tradeoffs; definition of interfaces; review of hardware and software, including manufacturing and quality control; observation, review and evaluation of tests and test data; support of launch, flight test, and orbital operations; appraisal of the contractors' technical performance through meetings with contractors and subcontractors, exchange and analysis of information on progress and problems; review of plans for future work; developing solutions to problems; technical alternatives for reduced program risk; providing comments and recommendations in writing to the applicable DoD System Program Manager and/or

Project Officer as an independent technical assessment for consideration for modifying the program or redirecting the contractor's efforts; all to the extent necessary to assure timely and economical accomplishment of program objectives consistent with mission requirements.

(2) Technical Review (TR) includes the process of appraising the technical performance of the contractor through meetings, exchanging information on progress and problems, reviewing reports, evaluating presentations, reviewing hardware and software, witnessing and evaluating tests, analyzing plans for future work, evaluating efforts relative to contract technical objectives, and providing comments and recommendations in writing to the applicable Air Force Program Manager as an independent technical assessment for consideration for modifying the program or redirecting the contractor's efforts to assure timely and economical accomplishment of program objectives.

(3) Technical Support (TS) deals with broad areas of specialized needs of customers for planning, system architecting, research and development, horizontal engineering, or analytical activities for which The Aerospace Corporation is uniquely qualified by virtue of its specially qualified personnel, facilities, or corporate memory. The categories of TS tasks are: Selected Research, Development, Test and Evaluation; Plans and System Architecture; Multi-Program Systems Enhancement;

International Technology Assessment; and Acquisition Support.

(b) In the performance of this contract, the Contractor agrees to cooperate with The Aerospace Corporation by:

1) responding to invitations from authorized U. S. Government personnel to attend meetings; 2) by providing access to technical information and research, development planning data such as, but not limited to, design and development analyses, test data and results, equipment and process specifications, test and test equipment specifications and procedures, parts and quality control procedures, records and data, manufacturing and assembly procedures, and schedule and milestone data, all in their original form or reproduced form and including top-level life cycle cost* data, where available; 3) by delivering data as specified in the Contract Data

Requirements List; 4) by discussing technical matters relating to this program; 5) by providing access to

Contractor facilities utilized in the performance of this contract; and 6) by allowing observation of technical activities by appropriate technical personnel of The Aerospace Corporation. The Aerospace Corporation personnel engaged in GSE&I, TR, and/or TS efforts: (i) are authorized access to all such technical information

(including proprietary information) pertaining to this contract and may discuss and disclose it to the applicable

DoD personnel in a program office; (ii) are authorized to discuss and disclose such technical information

(including proprietary information) to the commander or director of the various DoD organizations it supports and any U.S. Government personnel in a program office which, if not disclosed to the U.S. Government, could have adverse effects on the reliability and mission success of a U.S. Government program; and (iii) Aerospace shall make the technical information (including proprietary information) available only to its Trustees, officers, employees, contract labor, consultants, and attorneys who have a need to know.

(c) The Contractor further agrees to include in all subcontracts a clause requiring compliance by subcontractor and supplier and succeeding levels of subcontractors and suppliers with the response and access and disclosure provisions of this Enabling Clause, subject to coordination with the Contractor, except for subcontracts for commercial items or commercial services. This agreement does not relieve the Contractor of its responsibility to manage the subcontracts effectively and efficiently nor is it intended to establish privity of contract between the Government or The Aerospace Corporation and such subcontractors or suppliers, except as indicated in paragraph (d) below.

(d) The Aerospace Corporation shall protect the proprietary information of contractors, subcontractors, and suppliers in accordance with the Nondisclosure Agreement The Aerospace Corporation entered into with the Air

Force, a copy of which is available upon request. This Nondisclosure Agreement satisfies the Nondisclosure Agreement requirements set forth in 10 U.S.C. §2320 (f)(2)(B), and provides that such contractors, subcontractors, and suppliers are intended third-party beneficiaries under the Nondisclosure

Agreement and shall have the full rights to enforce the terms and conditions of the Nondisclosure Agreement directly against The Aerospace Corporation, as if they had been signatory party hereto. Each such contractor, subcontractor, or supplier hereby waives any requirement for The Aerospace

Corporation to enter into any separate company-to-company confidentiality or other nondisclosure agreements.

(e) The Aerospace Corporation personnel are not authorized to direct the Contractor in any manner. The

Contractor agrees to accept technical direction as follows:

(1) Technical direction under this contract will be given to the Contractor solely by SMC.

(2) Whenever it becomes necessary to modify the contract and redirect the effort, a change order signed by the Contracting Officer or a Supplemental Agreement signed by both the Contracting

Officer and the Contractor will be issued.

* Cost data is defined as information associated with the programmatic elements of life cycle (concept, development, production, operations, and retirement) of the system/program. As defined, cost data differs from

"financial" data, which is defined as information associated with the internal workings of a company or contractor that is not specific to a project or program.

Section I - Contract Clauses

52.202-1 Definitions JAN 2012

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees APR 1984

52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006

52.203-7 Anti-Kickback Procedures OCT 2010

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997

52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct APR 2010

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-7 Central Contractor Registration DEC 2012

52.204-10 Reporting Executive Compensation and First-Tier Subcontract

Awards

AUG 2012

52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for

Debarment

DEC 2010

52.209-9 Updates of Publicly Available Information Regarding

Responsibility Matters

FEB 2012

52.210-1 Market Research APR 2011

52.215-2 Audit and Records--Negotiation OCT 2010

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

AUG 2011

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010

52.215-14 Integrity of Unit Prices OCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

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 or

Information Other Than Certified Cost or Pricing Data--

Modifications

OCT 2010

52.215-21 Alt III Requirements for Cost or Pricing Data or Information Other

Than Cost or Pricing Data--Modifications (Oct 2010) -

Alternate III

OCT 1997

52.215-22 Limitations on Pass-Through Charges--Identification of

Subcontract Effort

OCT 2009

52.215-23 Limitations on Pass-Through Charges OCT 2009

52.216-7 Allowable Cost And Payment JUN 2011

52.216-8 Fixed Fee JUN 2011

52.216-11 Cost Contract--No Fee APR 1984

52.219-6 Notice Of Total Small Business Set-Aside NOV 2011

52.219-8 Utilization of Small Business Concerns JAN 2011

52.219-14 Limitations On Subcontracting NOV 2011

52.222-1 Notice To The Government Of Labor Disputes FEB 1997

52.222-4 Contract Work Hours and Safety Standards Act - Overtime

Compensation

JUL 2005

52.222-17 Nondisplacement of Qualified Workers JAN 2013

52.222-19 Child Labor -- Cooperation with Authorities and Remedies MAR 2012

52.222-20 Walsh-Healey Public Contracts Act OCT 2010

52.222-21 Prohibition Of Segregated Facilities FEB 1999

52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation FEB 1999

52.222-26 Equal Opportunity MAR 2007

52.222-29 Notification Of Visa Denial JUN 2003

52.222-35 Equal Opportunity for Veterans SEP 2010

52.222-36 Affirmative Action For Workers With Disabilities OCT 2010

52.222-37 Employment Reports on Veterans SEP 2010

52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-41 Service Contract Act Of 1965 NOV 2007

52.222-43 Fair Labor Standards Act And Service Contract Act - Price

Adjustment (Multiple Year And Option)

SEP 2009

52.222-50 Combating Trafficking in Persons FEB 2009

52.222-54 Employment Eligibility Verification JUL 2012

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011

52.223-6 Drug-Free Workplace MAY 2001

52.223-10 Waste Reduction Program MAY 2011

52.223-16 IEEE 1680 Standard for the Environmental Assessment of

Personal Computer Products

DEC 2007

52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.223-19 Compliance with Environmental Management Systems MAY 2011

52.224-1 Privacy Act Notification APR 1984

52.224-2 Privacy Act APR 1984

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

52.227-1 Authorization and Consent DEC 2007

52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-10 Filing Of Patent Applications--Classified Subject Matter DEC 2007

52.228-5 Insurance - Work On A Government Installation JAN 1997

52.228-7 Insurance--Liability To Third Persons MAR 1996

52.229-3 Federal, State And Local Taxes APR 2003

52.229-6 Taxes--Foreign Fixed-Price Contracts JUN 2003

52.229-8 Taxes--Foreign Cost-Reimbursement Contracts MAR 1990

52.232-1 Payments 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 OCT 2010

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

52.232-23 Alt I Assignment of Claims (Jan 1986) - Alternate I APR 1984

52.232-25 Prompt Payment OCT 2008

52.232-33 Payment by Electronic Funds Transfer--Central Contractor

Registration

OCT 2003

52.233-1 Disputes JUL 2002

52.233-3 Protest After Award AUG 1996

52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

52.237-1 Site Visit APR 1984

52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.237-3 Continuity Of Services JAN 1991

52.239-1 Privacy or Security Safeguards AUG 1996

52.242-1 Notice of Intent to Disallow Costs APR 1984

52.242-3 Penalties for Unallowable Costs MAY 2001

52.242-4 Certification of Final Indirect Costs JAN 1997

52.242-13 Bankruptcy JUL 1995

52.243-1 Changes--Fixed Price AUG 1987

52.243-1 Alt II Changes--Fixed-Price (Aug 1987) - Alternate II APR 1984

52.243-2 Changes--Cost-Reimbursement AUG 1987

52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984

52.244-2 Subcontracts OCT 2010

52.244-5 Competition In Subcontracting DEC 1996

52.244-6 Subcontracts for Commercial Items DEC 2010

52.245-1 Government Property APR 2012

52.245-1 Alt I Government Property (Apr 2012) Alternate I APR 2012

52.245-9 Use And Charges APR 2012

52.246-23 Limitation Of Liability FEB 1997

52.246-24 Limitation Of Liability--High-Value Items FEB 1997

52.246-25 Limitation Of Liability--Services FEB 1997

52.248-1 Value Engineering OCT 2010

52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

APR 2012

52.249-6 Termination (Cost Reimbursement) MAY 2004

52.249-8 Default (Fixed-Price Supply & Service) APR 1984

52.249-14 Excusable Delays APR 1984

52.251-1 Government Supply Sources APR 2012

52.251-2 Interagency Fleet Management System (IFMS) Vehicles And

Related Services

JAN 1991

52.253-1 Computer Generated Forms JAN 1991

252.201-7000 Contracting Officer's Representative DEC 1991

252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights JAN 2009

252.203-7003 Agency Office of the Inspector General DEC 2012

252.203-7004 Display of Fraud Hotline Poster(s) DEC 2012

252.203-7005 Representation Relating to Compensation of Former DoD

Officials

NOV 2011

252.204-7000 Disclosure Of Information DEC 1991

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7004 Alt A Central Contractor Registration Alternate A SEP 2007

252.204-7008 Export-Controlled Items APR 2010

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991

252.209-7001 Disclosure of Ownership or Control by the Government of a

Terrorist Country

JAN 2009

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Terrorist Country

DEC 2006

252.209-7008 Notice of Prohibition Relating to Organizational Conflict of

Interest--Major Defense Acquisition Program

DEC 2010

252.209-7009 Organizational Conflict of Interest--Major Defense

Acquisition Program

DEC 2012

252.211-7006 Passive Radio Frequency Identification SEP 2011

252.211-7007 Reporting of Government-Furnished Property AUG 2012

252.215-7000 Pricing Adjustments DEC 2012

252.222-7002 Compliance With Local Labor Laws (Overseas) JUN 1997

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010

252.223-7006 Prohibition On Storage And Disposal Of Toxic And

Hazardous Materials

APR 2012

252.223-7008 Prohibition of Hexavalent Chromium MAY 2011

252.225-7004 Report of Intended Performance Outside the United States and

Canada--Submission after Award

OCT 2010

252.225-7005 Identification Of Expenditures In The United States JUN 2005

252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the United States

OCT 2010

252.225-7012 Preference For Certain Domestic Commodities DEC 2012

252.225-7016 Restriction On Acquisition Of Ball and Roller Bearings JUN 2011

252.225-7030 Restriction On Acquisition Of Carbon, Alloy, And Armor

Steel Plate

DEC 2006

252.225-7041 Correspondence in English JUN 1997

252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business

Concerns

SEP 2004

252.227-7000 Non-estoppel OCT 1966

252.227-7001 Release Of Past Infringement AUG 1984

252.227-7005 Alt I License Term Alternate I OCT 2001

252.227-7011 Assignments AUG 1984

252.227-7015 Technical Data--Commercial Items DEC 2011

252.227-7016 Rights in Bid or Proposal Information JAN 2011

252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2011

252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAR 2011

252.227-7026 Deferred Delivery Of Technical Data Or Computer Software APR 1988

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988

252.227-7030 Technical Data--Withholding Of Payment MAR 2000

252.227-7037 Validation of Restrictive Markings on Technical Data JUN 2012

252.231-7000 Supplemental Cost Principles DEC 1991

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7008 Assignment of Claims (Overseas) JUN 1997

252.232-7010 Levies on Contract Payments DEC 2006

252.233-7001 Choice of Law (Overseas) JUN 1997

252.234-7003 Notice of Cost and Software Data Reporting System NOV 2010

252.234-7004 Cost and Software Data Reporting System. NOV 2010

252.237-7010 Prohibition on Interrogation of Detainees by Contractor

Personnel

NOV 2010

252.239-7000 Protection Against Compromising Emanations JUN 2004

252.239-7001 Information Assurance Contractor Training and Certification JAN 2008

252.239-7016 Telecommunications Security Equipment, Devices, Techniques, And Services

DEC 1991

252.243-7001 Pricing Of Contract Modifications DEC 1991

252.243-7002 Requests for Equitable Adjustment DEC 2012

252.244-7000 Subcontracts for Commercial Items and Commercial

Components (DoD Contracts)

JUN 2012

252.244-7001 Contractor Purchasing System Administration JUN 2012

252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

252.245-7002 Reporting Loss of Government Property APR 2012

252.246-7003 Notification of Potential Safety Issues JAN 2007

252.246-7004 Safety of Facilities, Infrastructure, and Equipment for Military

Operations

OCT 2010

252.247-7003 Pass-Through of Motor Carrier Fuel Surcharge Adjustment

To The Cost Bearer

SEP 2010

252.247-7023 Transportation of Supplies by Sea MAY 2002

252.249-7002 Notification of Anticipated Contract Termination or

Reduction

OCT 2010

252.251-7000 Ordering From Government Supply Sources AUG 2012

252.251-7001 Use Of Interagency Fleet Management System (IFMS)

Vehicles And Related Services

DEC 1991

5352.223-9001 Health and Safety on Government Installations JUN 1997

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor not less than 30 days before expiration of the contract.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor not less than 30 days before expiration of contract; provided that the Government gives 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 clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2012)

(a) Definitions. As used in this clause--

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and

Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the

Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in

ORCA for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it (x ) is, ( ) is not a small business concern under NAICS Code 561210- assigned to contract number FA2521-13-R-0005.

(Contractor to sign and date and insert authorized signer's name and title).

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed TBD 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 completion 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 identification of each affected contract; and

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

* Insert either "zero" or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The offeror represents that --

(a) ( ) It has, ( ) has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation;

(b) ( ) It has, ( ) has not, filed all required compliance reports; and

(c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.

(End of provision)

52.222-42 STATEMENT OF EQUIVALENT RATES 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 the classes of service employees expected to be employed under the 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 U.S.C. 5341 or 5332.

THIS STATEMENT IS FOR INFORMATION ONLY: IT IS NOT A WAGE DETERMINATION

Employee Class Monetary Wage-Fringe Benefits

TBD

52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting

Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The

Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the

Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt

Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the ---TBD------- [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert ``30th''] day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment.