FA810708R0006

CHECK IF REMITTANCE IS DIFFERENT

AND PUT SUCH ADDRESS IN OFFER

17.

ITEM NO.

12. ADMINISTERED BY CODE

13. CONTRACTOR OFFEROR CODE FACILITY CODE

11. IF OFFER IS ACCEPTED BY THE GOVERNMENT WITHIN * ___ CALENDAR DAYS (60 CALENDAR DAYS UNLESS OFFEROR INSERTS A DIFFERENT PERIOD) FROM THE DATE SET FORTH IN BLK 9 ABOVE, THE CONTRACTOR AGREES TO HOLD ITS OFFERED PRICES FIRM FOR THE ITEMS SOLICITED HEREIN AND TO ACCEPT ANY RESULTING CONTRACT SUBJECT TO THE TERMS AND CONDITIONS STATED HEREIN. *180 Total

Routine Subject to the terms and conditions stated herein, the Contractor agrees to hold its offered prices firm for 180 days.

SEE LINE ITEM SCHEDULE

SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK: 14

EFT:T

SCD:C

DATE SIGNED

DATE SIGNED

NAME AND TITLE OF SIGNER (TYPE OR PRINT)

NAME OF CONTRACTING OFFICER

24. AWARD AMOUNT (FOR GOVT USE ONLY)

23. ACCOUNTING AND APPROPRIATION DATA

SEE SCHEDULE

4. SOLICITATION NUMBER

FA8107-08-R-0006

27. SIGNATURE OF OFFEROR/CONTRACTOR

6.SOLICITATION ISSUE DATE

7 AUG 2008

5. SOLICITATION TYPE

FA8107

15. PROMPT PAY DISCOUNT

25. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET

FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY CONTINUATION SHEETS SUBJECT

THE TERMS AND CONDITIONS SPECIFIED HEREIN.

10. ITEMS TO BE PURCHASED (BRIEF DESCRIPTION)

SUPPLIES SERVICES Engineering Services 9.

LATE OFFERS ARE SUBJECT TO LATE PROPOSAL PROVISIONS INCORPORATED HEREIN. ALL OFFERS ARE SUBJECT TO SUCH PROVISIONS, REPRESENTATIONS, CERTIFICATIONS AND SPECIFICATIONS AS ARE ATTACHED OR INCORPORATED BY REFERENCE. SOLICITATION: SEALED OFFERS WILL BE RECEIVED AT THE ISSUING OFFICE UNTIL

1-OCT-2008 3:00PM

20.

UNIT

2. CONTRACT NO.

X

22.

AMOUNT

21.

UNIT PRICE

18.

SCHEDULE OF SUPPLIES/SERVICES

19.

QUANTITY

28. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

26. AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION NUMBER

SHOWN IN BLOCK 4 INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

14. PAYMENT WILL BE MADE BY CODE

(SEE ESP CLAUSE 252.232-7003.)

8. THIS ACQUISITION IS

UNRESTRICTED LABOR SURPLUS AREA CONCERNS

NAICS CODE: 541330 SIZE STANDARD: $4.5

3. AWARD/EFFECTIVE DATE

7. ISSUED BY CODE

DEPARTMENT OF THE AIR FORCE, OC-ALC/PSK B-52

3001 STAFF DR

BLDG 3001 STE 2AG87A

TINKER AFB OK 73145-3020

BUYER: David Stiver/327ACSG/PK david.stiver@tinker.af.mil Phone: (405) 622- 7265 Fax: (405) 622-7261 No Collect Calls X

1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350)

RATING

DO: A1

SOLICITATION/CONTRACT

BIDDER/OFFEROR TO COMPLETE BLOCKS 11, 13, 15, 21, 22, & 27.

JRSUVY

SF 1447 (5-88) BACK

NO RESPONSE FOR THE REASONS CHECKED

TYPE OR PRINT NAME AND TITLE OF SIGNER

SIGNATURE

NAME AND ADDRESS OF FIRM (Include Zip Code)

WE DO NOT DESIRE TO BE RETAINED ON THE MAILING LIST FOR FUTURE PROCUREMENT OF THE TYPE OF

ITEMS INVOLVED

WE DO

OTHER (Specify)

CANNOT COMPLY WITH SPECIFICATIONS

CANNOT COMPLY WITH SPECIFICATIONS

CANNOT MEET DELIVERY REQUIREMENT

FOLD FOLD

FOLD FOLD

TO:

ATTN: David Stiver/327ACSG/PK

DEPARTMENT OF THE AIR FORCE, OC-ALC/PSK B-52

3001 STAFF DR

BLDG 3001 STE 2AG87A

TINKER AFB OK 73145-3020

Request for Proposal FA8107-08-R-0006 Page 6 of ACPS-version:15.09.01 67 Request for Proposal FA8107-08-R-0006

PART I - THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

This acquisition is for a Requirements Contract as contemplated by FAR 16.503. The total scope of the work for which orders may be issued is set forth in the attached Performance Work Statement which is generic in nature and describes the general support requirements. All requirements will be acquired by issuance of Task Orders (TOs).

Note(s):

1) Periods of Contract Peformance (to begin upon date of basic contract award announcement):

2) The following identifiers represent the year/item number sequence in effect during each period of contract performance as set forth above under Periods of Performance. The numbers will be using in combination with the line item numbers (for example X001), which are established in the left margin of the Line Item Schedule under the CLIN heading, for ordering during the Contract.

3) Third and fourth CLIN digits may change to support the use of the same pricing arrangement for different efforts (e.g. multiple engineering assignments) within the same task order. The Basic CLIN will be identified in the description of the effort.

4) There will be T&M rates and factors for the contractor attached to the resultant contract in Section J.

5) FAR Clause 52.216-11 is only applicable to CLINs X008. (Cost Reimbursable CLIN)

6) The following information is applicable to all subsections and CLINs set forth below:

7. Travel under CLIN X012 and travel under CLINs X00X, X00X, X00X and X00X is cost reimbursable with no fee and will be billed in accordance with FAR 31.205-46. Authorization is subject to the availability of funds obligated to the contract under the appropriate CLIN(s) at the time the travel is required.

8. Prior Contract Inventory Transfer - Contract accountability is hereby transferred from Contract F34601-99-C-0006 to Contract FA8107-09-D-XXXX for the Government Property identified in Appendix B. This Goverment Property may be be used as necessary on open engineering assignments under Contract F34601-99-C-0006 on a rent free, non-interference basis until such efforts are complete.

RECURRING ENGINEERING SERVICES

Item No.

X001

Firm Fixed Price

Quantity U/I Unit Price

Amount

LO

Recurring Engineering Services

IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.4 (Except for Paragraph 1.4.2 and 1.4.9) Contractor is authorized to invoice 1/12 of the negotiated total on a monthly basis.

Limitations of Liability: Other Than High Value Item

Inspection: Origin Acceptance: Origin Inspection/Acceptance Report: Receiving Report Required

Quality Assurance: Certificate of Conformance

Class I ODS Substance Application/Use Quantity

NONE

NONE

NONE

Place of Perf Quantity (U/I) Beginning Ending Specified Date Req No / Pri Required Period of Performance

1 LO

1 JAN 2009

31 DEC 2009

Proposed Period of Performance

SIL MAINTENANCE

X002

SIL Maintenance

IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.4.2 and 1.4.9. Contractor is authorized to invoice 1/12 of the negotiated total on a monthly basis.

Inspection/Acceptance Report: Receiving Report Required

Quality Assurance: Certificate of Conformance

Class I ODS Substance Application/Use Quantity

NONE

NONE

NONE

Place of Perf Quantity (U/I) Beginning Specified Date Ending Specified Date

NON-RECURRING ENGINEERING SERVICES (FIRM FIXED PRICE)

X003

To be Negotiated

Non-Recurring Engineering Services

IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.5

NON-RECURRING ENGINEERING SERVICES (TIME & MATERIALS)

X004

Time & Material

Ceiling Price

IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.5

NON-RECURRING ENGINEERING SERVICES (COST PLUS FIXED FEE)

X005

Cost Plus Fixed Fee

U/I Estimated Cost

Fee

Est Total Cost

IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.5

The estimated cost and fee for this CLIN are shown above. The applicable fixed fee may be increased or decreased only by negotiation and modification of the contract for added or deleted work. As determined by the Contracting Officer, it shall be paid as it accrues in regular installments based upon the percentage of work (or the expiration of of the agreed-upon-period(s)).

NON-RECURRING ENGINEERING SERVICES (COST PLUS INCENTIVE FEE)

X006

Cost Plus Incentive Fee

Target Cost

Total Target Price

IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.5

* Target Cost, Target Profit and Target Price will be determined on each applicable task order.

INCENTIVE FEE FOR CLIN X006 NON-RECURRING ENGINEERING SERVICES (CPIF- AWARD FEE)

X007

Cost Plus Incentive Fee

Target Fee Total Estimated Cost

Incentive Fee for Non-Recurring Engineering Services

NON-RECURRING ENGINEERING SERVICES (COST PLUS AWARD FEE)

X008

Cost Plus Award Fee

U/I Estimated Unit Cost

Base Fee

Total Estimated Cost

IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.5

AWARD FEE FOR CLIN X009 NON-RECURRING ENGINEERING SERVICES (CPAF - AWARD FEE)

X009

Cost Plus Award Fee

Award Fee

Award Fee for Non-Recurring Engineering Services

DATA - NSP

X010

Not Separately Priced

A001

Exhibit: A

DID: DI-MGMT-81530/T

A002

DID: DIMGMT-80447A/T

A003

DID: DI-MISC-80048

A004

DID: DI-CMAN-81516/T

A005

DID: DITMSS-80527B/T

A006

DID: DI-MGMT-80368A

A007

DID: DI-FNCL-80912

A008

DID: DI-FNCL-81537

A009

DID: DI-MISC-80358

A00A

DID: DI-SAFT-81563

A00B

DID: DIMGMT-80004A/T

A00C

DID: DI-QCIC-81110

A00D

DID: DI-FNCL-80448/T

A00E

DID: DI-MISC-81487

A00F

DID: DI-MISC-81391

A00G

DID: DI-ILSS-80111A

A00H

DID: DIMGMT-80004A/T

A00J

DID: DISESS-81315A/T

A00K

DID: DISESS-81315A/T

A00L

DID: DI-ADMN-81373

A00M

DID: DI-ADMN-81250A

A00N

DID: DI-ADMN-81249A

A00P

DID: DINDTI-80566A/T

A00Q

DID: DISESS-81635A/T

A00R

DID: DI-ATTS-80041A

A00S

DID: DI-FACR-80810A

B001

DID: DI-MGMT-81024

B002

DID: DI-CMAN-80858B

B003

DID: DI-MGMT-81453A

B004

DID: DIMGMT-80368A/T

B005

DID: DI-QCIC-81379

B006

DID: DI-QCIC-81187

B007

DID: DI-MISC-81419

C001

DID: DIMGMT80004A/T

C002

DID: DI-ENVR-81376/T

C003

DID: DISAFT-80101B/T

C004

DID: DI-MISC-80508B

C005

DID: DI-MISC-81384/T

C006

DID: DI-SESS-81629

C007

DID: DI-SESS-81628

C008

DID: DI-RELI-81497

C009

DID: DI-SESS-80295B

C00A

DID: DI-RELI-81500

C00B

DID: DI-FNCL-8048/T

C00C

DID: DI-SDMP-81464A

C00D

DID: DI-SDMP-81465

C00E

DID: DI-MISC-81384

C00F

DID: DISESS-81000C/T

C00G

DID: DI-QCIC-80553A

C00H

DID: DI-QCIC-80511

C00J

DID: DI-NDTI-80566A

C00K

DID: DI-NDTI-80809B

C00L

DID: DI-MGMT-81232

C00M

DID: DI-MISC-80358

C00N

DID: DI-ENVR-81375/T

C00P

DID: DI-SAFT-80106B

C00Q

DID: DI-MISC-80048/T

C00R

DID: DI-ILSS-81495

C00S

DID: DI-MGMT-80258A

C00T

DID: DI-ALSS-81534

C00U

DID: DI-EMCS-81514A

C00V

DID: DI-EMCS-81542A

C00X

DID: DI-EMCS-81528

C00Y

DID: DI-EMCS-80199C

C00Z

DID: DI-EMCS-80201C

C010

DID: DI-EMCS-80200C

C011

DID: DI-SAFT-81626

C012

DID: DI-SAFT-80101B

C013

DID: DI-SAFT-80102B

C014

DID: DI-MGMT-81398

C015

DID: DI-MGMT-81117/T

C016

DID: DI-CMAN-81248A

C017

DID: DI-ADMN-81249A

C018

DID: DI-ADMN-81373

C019

DID: DI-ADMN-81250A

C01A

DID: DI-ALSS-81529

C01B

DID: DI-ILSS-81225

C01C

DID: DI-ILSS-80095

C01D

DID: DI-CMAN-80776

C01E

DID: DISESS-81000C/T

C01F

DID: DI-SESS-81704

C01G

DID: DI-MISC-80344

C01H

DID: DI-IPSC-81427A

C01J

DID: DI-IPSC-81435A

C01K

DID: DI-80SC-81434A

C01L

DID: DI-IPSC-81441A

C01M

DID: DI-IPSC-81488

C01N

DID: DI-IPSC-81442A

C01P

DID: DI-IPSC-80439A

C01Q

DID: DI-IPSC-80439A

C01R

DID: DI-IPSC-81440A

C01S

DID: DI-MISC-81454A

C01T

DID: DI-NOUR-81409

C01U

DID: TM 86-01M/T

D001

DID: DI-MISC-81420/T

D002

DID: DI-MGMT-80269

IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH ON THE DD FORM 1423 (EXHIBITS A THROUGH E) ATTACHED AND MADE A PART HEREOF.

X011

EA

OVER ABOVE WORK

The over and above items set forth below are not included in the scope and prices of the basic work items inB-1(a). The work called for under these items shall be accomplished when directed by the ACO in accordance with Clause 252.217-7028 entitled "Over and Above Work" and Clause 5352.291-9000 hereof entitled "Additional Over and Above Work Procedures".

(1) Fixed Price Items. __RESERVED___

(2) Fixed Hourly Rate Items. For the accomplishment of work set forth in these items, the fixed hourly rate of $___**___ per hour will be used in negotiating a price.

Basic $________ Option I $________ Option II $________ Option III $________ Option IV $________

Performance of Quality Audits accomplished pursuant to Appendix 'A'. Contractor shall not be paid for performance of Quality Audits as a result of which item(s) are determined unacceptable.

Performace of work required to accomplish Teardown Deficiency Reports (TDRS).

Compliance with new and/or revised technical order requirements not listed in the work specification and work procedures not presently contained in the work specification.

ACO Negotiated Items

Disposal Costs, including but not limited to associated packing and handling incident to removal and return of residual Government Property.

Items beyond economical repair shall be procesed in accordance with Clause 5352.291-9005 entitled "End Items Beyond Economical Repair (AFMC)".

Repair, modification, and/or replacement of exterior shipping Containers if reusable containers are not furnished by the Government.

Class I ODS Substance Application/Use

None none

X012

Cost Reimbursement - No Fee

Est Unit Cost

TRAVEL

In support of Non-Recurring Engineering Services IAW attached Performance Work Statement for the B-52 Engineering Sustainment Program dated 7 April 2008. Paragraph: 1.4

Inspection/Acceptance Report: Receiving Report Required

Quality Assurance: Standard Inspection

Place of Perf Quantity (U/I) Beginning Specified Date Ending Specified Date

PROPOSAL PREPARATION FOR COST PLUS AND FIRM FIXED PRICE ENGINEERING ASSIGNMENTS

X013

Cost Reimbursement - No Fee

Est Unit Cost

Proposal Preparation

For preparation of proposals for Cost Plus and Firm Fixed Price Engineering Assignments.

Inspection/Acceptance Report: Receiving Report Required

Quality Assurance: Standard Inspection

Place of Perf Quantity (U/I) Beginning Specified Date Ending Specified Date

SHIP TO / PLACE OF PERFORMANCE

TYPE/CODE: + TBC

MARK FOR: (See Individual Line Item) REQUISITION NUMBER: (See Individual Line Item) REQUISITION PRIORITY: (See Individual Line Item)

AWARD NUMBER:

9952.216-9001 PAYMENT OF FEE (JALC) (MAR 2003)

(IAW JALC 9916.307(b)) The estimated cost and fee for this contract are shown below. The applicable fixed fee or target fee set forth below may be increased or decreased only by negotiation and modification of the contract for added or deleted work. As determined by the Contracting Officer, it shall be paid as it accrues in regular installments based upon the percentage of completion of work (or the expiration of the agree-upon period(s) for term contracts).

To be determined for each applicable Engineering Assignment

(The above Clause/Provision has been modified.)

(Applicable when, Payment of Fee, Fixed Fee, or Incentive Fee, is used. The contracting officer may modify the clause, provided that the modification does not permit payment of the fixed fee or target on the basis of actual expenditure as a percentage of total estimated cost)

PART I - THE SCHEDULE

SECTION D

PACKAGING AND MARKING

WOODEN LUMBER, WOODEN PALLET AND PACKAGING/CONTAINER STATEMENT (FEB 2007)

(IAW AFMC FORM 158)

All wooden lumber, wooden pallets, and wooden containers produced entirely or in part of solid wood packing material (SWPM) shall be constructed from heat-treated (HT) material (HT 56 degrees centigrade or 133 degrees Fahrenheit for 30 minutes). Certification/marking is required by an accredited agency recognized by the American Lumber Standards Committee (ALSC). For reference documentation, see “International Standards for Phytosanitary Measures (ISPM) No. 15.” This document can be found at www.ippc.int .

(Applicable to solicitations and contracts with line items for deliverables)

PART I - THE SCHEDULE

SECTION E

INSPECTION AND ACCEPTANCE

52.246-2 INSPECTION OF SUPPLIES--FIXED-PRICE (AUG 1996)

(IAW FAR 46.302)

(Applicable for supplies, services furnishing of supplies, fixed-price and exceeds the simplified acquisition threshold)

52.246-3 INSPECTION OF SUPPLIES--COST-REIMBURSEMENT (MAY 2001)

(IAW FAR 46.303)

(Applicable for cost-reimbursement supplies or services furnishing supplies)

52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(IAW FAR 46.304)

(Applicable for fixed-price services, or supplies furnishing services over the simplified acquisition threshold)

52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(IAW FAR 46.305)

(Applicable for cost-reimbursement services, or supplies furnishing services)

52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAY 2001)

(IAW FAR 46.306)

(Applicable to time-and-material or labor-hour)

52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR -- ALTERNATE I (APR 1984)

(IAW FAR 46.306)

(Applicable to time-and-material or labor-hour and Government inspection and acceptance are to be performed at the contractor’s plant)

52.246-15 CERTIFICATE OF CONFORMANCE (APR 1984)

(IAW FAR 46.315, FAR 46.504)

(Applicable when Certificate of Conformance is specified)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

(IAW FAR 46.316)

(Applicable to the furnishing of supplies, services involving the furnishing of supplies, or research and development, when a fixed-price contract is contemplated and the contract amount is expected to exceed the simplified acquisition threshold)

252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT (MAR 2008)

(IAW DFARS 246.370)

(Applicable for deliverable supplies or hardware)

9952.246-9001 INSPECTION AND ACCEPTANCE (JALC) (MAR 2003)

(IAW JALC 9946.401(90))

(a) In accordance with FAR 46.401(b) and 46.503, Place of acceptance, Government Contract Quality Assurance Inspection will be at:

(Offeror, insert plant or other source location(s)) and when applicable, final inspection and acceptance will be at:

(Offeror, insert packaging location or address of other facility when final inspection and acceptance will occur at sites other than above)

(b) Inspection and acceptance of data will be in accordance with the Contract Data Requirements Lists (CDRLs) attached hereto. In those instances where the symbol "LT" appears in block 7 of the CDRL, the place for such action shall be at the office designated as the "Technical Office."

(The above Clause/Provision has been modified.)

INSPECTION AND ACCEPTANCE (SEP 1999)

(IAW FAR 46.401(b), FAR 46.503) (Applicable to all orders issued hereunder)

Government Contract Quality Assurance Inspection and Acceptance will be at (Final):

[CONTRACTOR FILL-IN]

Item No(s): See schedule for items with the following code(s) listed below :

Inspection Code and Address:

SECTION F

DELIVERIES OR PERFORMANCE

52.211-8 TIME OF DELIVERY (JUN 1997)

(IAW FAR 11.404(a)(2))

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

DELIVERY FOR EACH ITEM IS ANNOTATED IN THE SCHEDULE (PART I SECTION B) UNDER EACH LINE ITEM.

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

ANNOTATE YOUR PROPOSED DELIVERY, IF ANY, UNDER THE GOVERNMENT’S DELIVERY SET FORTH UNDER EACH ITEM IN THE SCHEDULE.

(b) Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed, or otherwise furnished to the successful offeror, results in a binding contract. The Government will mail or otherwise furnish to the offeror an award or notice of award not later than the day award is dated. Therefore, the offeror should compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails. However, the Government will evaluate an offer that proposes delivery based on the Contractor's date of receipt of the contract or notice of award by adding (1) five calendar days for delivery of the award through the ordinary mails, or (2) one working day if the solicitation states that the contract or notice of award will be transmitted electronically. (The term "working day" excludes weekends and U.S. Federal holidays.) If, as so computed, the offered delivery date is later than the required delivery date, the offer will be considered nonresponsive and rejected.

(Applicable when the Government desires delivery by a certain time but requires delivery by a specified later time, and the delivery schedule is to be based on the date of the contract)

52.211-8 TIME OF DELIVERY -- ALTERNATE I (APR 1984)

(IAW FAR 11.404(a)(2)) If the delivery schedule is expressed in terms of specific calendar dates or specific periods and is based on an assumed date of award, the contracting officer may substitute the following paragraph (b) for paragraph (b) of the basic clause. The time may be expressed by substituting "on or before"; "during the months ..."; or "not sooner than ... or later than ..." as headings for the third column of paragraph (a) the basic clause.

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

(Applicable when the delivery schedule is expressed in terms of specific calendar dates or specific periods and is based on an assumed date of award)

52.242-15 STOP-WORK ORDER (AUG 1989)

(IAW FAR 42.1305(b)(1)) (Applicable for supplies, services, or research and development)

52.242-15 STOP-WORK ORDER -- ALTERNATE I (APR 1984)

(IAW FAR 42.1305(b)(2)) (Applicable for Cost-reimbursement line items)

52.247-55 F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED PROPERTY (JUN 2003)

(IAW FAR 47.305-12(a)(2)) (Applicable when Government property is furnished and Government will be responsible for transportation arrangements and cost)

9952.247-9017 F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED PROPERTY (JALC) (MAR 2003) (IAW JALC 9947.305-12(a)(90)) The f.o.b. point for delivery of Government-furnished property, as defined in FAR 52.247-55, F.o.b. Point for Delivery of Government-Furnished Property, shall be:

Item No F.O.B. Point Location [CONTRACTOR FILL-IN]

(Applicable when the Government is paying transportation costs to the f.o.b. point)

SECTION G

CONTRACT ADMINISTRATION DATA

ACCOUNTING AND APPROPRIATION DATA (AUG 1998)

Accounting and Appropriation Chargeable ACRN Funds Citation Amount Chargeable

AA FUNDS TO BE CITED ON THE INDIVIDUAL TASK ORDERS

ACRN TOTAL

BILLING INSTRUCTIONS:

TO BE CITED ON EACH INDIVIDUAL TASK ORDER

SECTION H

SPECIAL CONTRACT REQUIREMENTS

BOEING EXCESSIVE PASS-THROUGH CHARGES (OCT 2007)

The value added business approach discussed in Boeing's proposal addresses the intent of DFARS 252.215-7003 Excessive pass-through charges identification of subcontract effort (MAY 2008) and DFARS 252.215-7004 Excessive pass-through charges (MAY 2008).

With respect to the requirements of DFARS clause 252.215-7003 Excessive pass-through charges identification of subcontract effort (MAY 2008), the review and determination shall be made and documented at the time of contract award. The execution of the contract, delivery or task order, and any modification(s) thereto, by both contracting parties, shall constitute the Contracting Officer's final determination that Boeing and the subcontractor(s) adds value to the procurement. This is also consistent with the requirement that the Contracting Officer can only enter into a contract where he/she has determined that the price is fair and reasonable.

With respect to the requirements of DFARS clause 252.215-7004 Excessive pass-through charges (MAY 2008), only new subcontracted effort involving the creation of a new or revised subcontract agreement, identified after the date of the agreement on price will be subject to the requirements of the clause. Additionally, when a subcontractor identifies to Boeing that it intends to subcontract more than seventy percent (70%) of the total cost of work to be performed, Boeing will correspondingly disclose the same information to the Contracting Officer.

Once the DAR Council has issued the final rule, Boeing reserves the right to review this clause and request a bi-lateral modification incorporating the final rule.

(OCALC H8498)

REQUIREMENT CLAUSE SCOPE CLARIFICATION

Notwithstanding the clause herein entitled “Requirement”, the Government may determine some engineering services efforts to be competitive, and therefore, not within the scope of this contract. In addition, efforts that are determined sole source to another contractor are not within the scope of this contract.

The Government’s option to perform engineering service efforts organically is not diminished in any way by this contract. Organic is defined as any government activity performing engineering services.

This clause applies to B-52 and B-52 related efforts described in the PWS.

ORDERING PROCEDURES

T&M Non-Recurring EA Process; non-recurring Engineering Assignments will be coordinated with the responsible Government Engineer. The task’s scope, completion date, estimated man hours, materials and travel shall be agreed upon prior to the Engineering Assignment being forwarded to the PCO for incorporation into the contract. The Government Engineer will certify on the T&M Engineering Assignment that he or she has reviewed the proposed hours, labor mix, material amounts and travel costs and to the best of his or her knowledge determined the amounts to be fair and reasonable. No proposal costs for T&M EAs shall be charged to the Proposal Preparation CLIN X013 as the costs are accountable to the FFP Recurring Engineering Services CLIN X001 Other Non-Recurring EA Process; in order to incorporate non-recurring Engineering Assignments that use a pricing arrangement of other than T&M a letter Request for Proposal will be issued to request a proposal.

Unless otherwise noted in the letter RFP by the PCO the time frames of receipts for proposals shall be 45 Days from receipt of the letter RFP for all FFP, CPFF, CPIF, and CPAF.

Proposal Preparation for the FFP, CPFF, CPIF, and CPAF proposals will be billed to CLIN X013. In the event the Proposal Preparation CLIN does not have sufficient funding to permit completion of a proposal, the Contractor will notify the PCO within 5 days with an estimate of required funding necessary to allow completion of the requested proposal.

In any T&M TO, the burdens and labor shall be priced in accordance with the T&M Burdens/Rates attachment of this contract. At the time the order is placed, the applicable burdens and rates will be used to establish a ceiling amount for the order.

In any CPFF TO, the fee amount shall be determined on a case by case basis by through negotiation. Each order’s fee shall be based on the amount of risk the contractor is assuming. At the time the contractor submits a voucher for the effort expended, payment will be made on the basis of the actual costs incurred. IAW clause 9952.216-9001, the fee for each order shall be established as a firm dollar amount, not as a percentage. The contractor will receive this fee amount regardless of the actual costs incurred.

In any CPIF TO the terms and conditions of the incentive fee will be established at the time the order is placed.

In any CPAF TO the terms and conditions of the incentive fee will be established subject to the overall Award Fee Plan at the time the order is placed.

For each TO, the contractor shall submit other than certified cost or pricing data (except with respect to the labor rates and burden factors) in support of any proposal up to $550,000, and shall submit certified cost or pricing data (except with respect to T&M labor rates and burden factors) in support of any proposal over $550,000 unless otherwise directed by the PCO.

Each time the contractor submits a proposal for work under this contract, it must certify whether or not it has delivered or is obligated to deliver to the Government under another contract , subcontract or separate TO against this ESP contract, the same, or substantially the same technical data requested. If so, the contract, subcontract, or TO and place of delivery shall be disclosed.

PART II - CONTRACT CLAUSES

SECTION I

CONTRACT CLAUSES

252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)

(IAW DFARS 201.602-70)

5352.201-9101 OMBUDSMAN (AUG 2005)

(IAW AFFARS 5301.9103)

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns from offerors, potential offerors, and others for this acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the ombudsman does not affect the authority of the program manager, contracting officer, or source selection official. Further, the ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of protests or formal contract disputes. The ombudsman may refer the party to another official who can resolve the concern.

(b) Before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution. Consulting an ombudsman does not alter or postpone the timelines for any other processes (e.g., agency level bid protests, GAO bid protests, requests for debriefings, employee-employer actions, contests of OMB Circular A-76 competition performance decisions).

(c) If resolution cannot be made by the contracting officer, concerned parties may contact the Center/MAJCOM ombudsmen, OC-ALC/PKC at 405 736 -3273 , FAX 000 000 -0000 , email . Concerns, issues, disagreements, and recommendations that cannot be resolved at the MAJCOM/DRU level, may be brought by the concerned party for further consideration to the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contracting), SAF/AQC, 1060 Air Force Pentagon, Washington DC 20330-1060, phone number (703) 588-7004, facsimile number (703) 588-1067.

(d) The ombudsman has no authority to render a decision that binds the agency.

(e) Do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Contracting Officer.

(Applicable to all solicitations and contracts)

52.202-1 DEFINITIONS (JUL 2004)

(IAW FAR 2.201)

(Applicable when the simplified acquisition threshold is exceeded)

52.203-3 GRATUITIES (APR 1984)

(IAW FAR 3.202)

(Applicable when simplified acquisition threshold is exceeded, except for personal services and those between military departments or defense agencies and foreign governments that do not obligate any funds appropriated to the Department of Defense)

52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

(IAW FAR 3.404)

(Applicable when simplified acquisition threshold is exceeded other than those for commercial items (see Parts 2 and 12))

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

(IAW FAR 3.503-2)

52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)

(IAW FAR 3.502-3)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) (IAW FAR 3.104-9(a)) (Applicable when noncommercial and the simplified acquisition threshold is exceeded)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

(IAW FAR 3.104-9(b))

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007) (IAW FAR 3.808(b)) (Applicable over $100,000)

252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT-RELATED FELONIES (DEC 2004)

(IAW DFARS 203.570-3)

(Applicable when exceeding the simplified acquisition threshold (except for commercial items))

252.203-7002 DISPLAY OF DOD HOTLINE POSTER (DEC 1991)

(IAW DFARS 203.7002)

(Applicable over $5,000,000 except when performed in a foreign country)

52.204-2 SECURITY REQUIREMENTS (AUG 1996)

(IAW FAR 4.404(a)) (Applicable when access to classified information may be required)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

(IAW FAR 4.303)

52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008)

(IAW FAR 4.1104)

(Applicable to solicitations and contracts except as provided in 4.1102(a))

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007)

(IAW FAR 4.1303)

52.204-10 REPORTING SUBCONTRACT AWARDS (SEP 2007)

(IAW FAR 4.1401(a))

252.204-7002 PAYMENT FOR SUBLINE ITEMS NOT SEPARATELY PRICED (DEC 1991)

(IAW DFARS 204.7104-1(b)(3)(iv))

252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)

(IAW DFARS 204.404-70(b)) (Applicable to all orders issued hereunder)

252.204-7004 ALTERNATE A, CENTRAL CONTRACTOR REGISTRATION (SEP 2007)

(IAW DFARS 204.1104)

(Applicable when using the clause at FAR 52.204-7, Central Contractor Registration)

252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITIES (NOV 2001)

(IAW DFARS 204.404-70(c)) (Applicable when clause FAR 52.204-2, Security Requirements, is included)

5352.204-9000 NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY AND VISITOR GROUP SECURITY AGREEMENTS (APR 2003)

(IAW AFFARS 5304.404-90)

This contract contains a DD Form 254, DOD Contract Security Classification Specification, and requires performance at a government location in the U.S. or overseas. Prior to beginning operations involving classified information on an installation identified on the DD Form 254, the contractor shall take the following actions:

(a) At least thirty days prior to beginning operations, notify the security police activity shown in the distribution block of the DD Form 254, as to:

(1) The name, address, and telephone number of this contract company's representative and designated alternate in the U.S. or overseas area, as appropriate;

(2) The contract number and military contracting command;

(3) The highest classification category of defense information to which contractor employees will have access;

(4) The Air Force installations in the U.S. (in overseas areas, identify only the APO number(s)) where the contract work will be performed;

(5) The date contractor operations will begin on base in the U.S. or in the overseas area;

(6) The estimated completion date of operations on base in the U.S. or in the overseas area; and

(7) Any changes to information previously provided under this clause.

This requirement is in addition to visit request procedures contained in DOD 5220.22-M, National Industrial Security Program Operating Manual.

(b) Prior to beginning operations involving classified information on an installation identified on the DD Form 254 where the contractor is not required to have a facility security clearance, the contractor shall enter into a Visitor Group Security Agreement (or understanding) with the installation commander to ensure that the contractor’s security procedures are properly integrated with those of the installation. As a minimum, the agreement shall identify the security actions that will be performed:

(1) By the installation for the contractor, such as providing storage and classified reproduction facilities, guard services, security forms, security inspections under DOD 5220.22-M, classified mail services, security badges, visitor control, and investigating security incidents; and

(2) Jointly by the contractor and the installation, such as packaging and addressing classified transmittals, security checks, internal security controls, and implementing emergency procedures to protect classified material.

252.205-7000 PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS (DEC 1991)

(IAW DFARS 205.470)

(Applicable over $1,000,000)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006)

(IAW FAR 9.409)

(Applicable when exceeding $30,000)

252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY (DEC 2006)

(IAW DFARS 209.409)

(Applicable at $100,000 or more)

5352.209-9002 ORGANIZATIONAL CONFLICT OF INTEREST (AFMC) (AUG 2002)

(IAW AFMCFARS 5309.507-2(a))

(a) The following restrictions and definitions apply to prevent conflicting roles which may bias the Contractor's judgment or objectivity, or to preclude the Contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions.

(1) Descriptions or definitions:

"Contractor" means the business entity receiving the award of this contract, its parents, affiliates, divisions and subsidiaries.

"Development" means all efforts towards solution of broadly-defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.

"Proprietary Information" means all information designated as proprietary in accordance with law and regulation, and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, and computer software; and may appear in cost and pricing data or involve classified information.

"System" means the system that is the subject of this contract.

"System Life" means all phases of the system's development, production, or support.

"Systems Engineering" means preparing specifications, identifying and resolving interface problems, developing test requirements, evaluating test data, and supervising design.

"Technical Direction" means developing work statements, determining parameters, directing other Contractors' operations, or resolving technical controversies.

(2) Restrictions: The Contractor shall perform systems engineering and/or technical direction, but will not have overall contractual responsibility for the system's development, integration, assembly and checkout, or production. The parties recognize that the Contractor shall occupy a highly influential and responsible position in determining the system's basic concepts and supervising their execution by other Contractors. The Contractor's judgment and recommendations must be objective, impartial, and independent. To avoid the prospect of the Contractor's judgment or recommendations being influenced by its own products or capabilities, it is agreed that the Contractor is precluded for the life of the system from award of a DoD contract to supply the system or any of its major components, and from acting as a subcontractor or consultant to a DoD supplier for the system or any of its major components.

(Applicable when the contractor will be providing systems engineering and/or technical direction)

5352.209-9002 ORGANIZATIONAL CONFLICT OF INTEREST -- ALTERNATE I (AFMC) (AUG 2002) (IAW AFMCFARS 5309.507-2(a)(2)) As prescribed in 5309.507-2(a)(2), either substitute paragraph (a)(2) of the basic clause with one or both of the following paragraphs, or use one or both in addition to the basic paragraph (a)(2). Use these paragraphs substantially as written.

(a)(2)(i) The Contractor shall prepare and submit complete specifications for nondevelopmental items to be used in a competitive acquisition. The Contractor shall not furnish these items to the DoD, either as a prime or subcontractor, for the duration of the initial production contract plus .

(ii) The Contractor shall either prepare or assist in preparing a work statement for use in competitively acquiring the , or provide material leading directly, predictably, and without delay to such a work statement. The Contractor may not supply for a period , as either the prime or subcontractor unless it becomes the sole source, has participated in the design or development work, or more than one Contractor has participated in preparing the work statement.

(Applicable when the contractor will be preparing specifications or work statements)

5352.209-9002 ORGANIZATIONAL CONFLICT OF INTEREST -- ALTERNATE II (AFMC) (AUG 2002) (IAW AFMCFARS 5309.507-2(a)(3)) As prescribed in 5309.507-2(a)(3), either substitute paragraph (a)(2) of the basic clause with the following paragraph, or add the following in addition to the basic restriction. Renumber the paragraphs as needed if more than one restriction applies. Use this paragraph, substantially as written.

(a)(2) The Contractor shall participate in the technical evaluation of other Contractors' proposals or products. To ensure objectivity, the Contractor is precluded from award of any supply or service contract or subcontract for the system or its major components. This restriction shall be effective for ???????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????? . This does not apply to other technical evaluations concerning the system.

(Applicable when the contractor will be providing technical evaluation or advisory and assistance services)

5352.209-9002 ORGANIZATIONAL CONFLICT OF INTEREST -- ALTERNATE III (AFMC) (AUG 2002) (IAW AFMCFARS 5309.507-2(a)(4)) As prescribed in 5309.507-2(a)(4), add the following paragraph (b) to the basic clause substantially as written:

(b) The Contractor may gain access to proprietary information of other companies during contract performance. The Contractor agrees to enter into company-to-company agreements to (1) protect other company's information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and (2) to refrain from using the information for any purpose other than that for which it was furnished. For information purposes, the Contractor shall furnish copies of these agreements to the Contracting Officer. These agreements are not intended to protect information which is available to the Government or to the Contractor from other sources and furnished voluntarily without restriction.

(Applicable when the contractor will be obtaining access to proprietary information)

5352.209-9002 ORGANIZATIONAL CONFLICT OF INTEREST -- ALTERNATE V (AFMC) (AUG 2002) (IAW AFMCFARS 5309.507-2(a)(6)) As prescribed in 5309.507-2(a)(6), add the following paragraph (b) to the basic clause substantially as written. If more than one Alternate is used, renumber this paragraph accordingly.

(b) The Contractor agrees to accept and to complete issued delivery orders, provided that no new organizational conflicts of interest are created by the acceptance of that order. The Contracting Officer shall identify the organizational conflict of interest in each order. The Contractor shall not contract with Government prime Contractors or first-tier subcontractors in such a way as to create an organizational conflict of interest.

(Applicable when the contract provides for delivery orders)

52.211-5 MATERIAL REQUIREMENTS (AUG 2000)

(IAW FAR 11.304)

(Applicable to supplies that are not commercial items)

52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008)

(IAW FAR 11.604(b)) This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 CFR 700).

(Applicable to all rated orders)

252.211-7003 ITEM IDENTIFICATION AND VALUATION (JUN 2005)

(IAW DFARS 211.274-5(a), DFARS 212.301(f)(vi))

(a) Definitions. As used in this clause— “DoD recognized unique identification equivalent” means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/UID/equivalents.html .

“Unique item identifier type” means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at http://www.acq.osd.mil/dpap/UID/uid_types.html .

(c) DoD unique item identification or DoD recognized unique identification equivalents.

(1) The Contractor shall provide DoD unique item identification, or a DoD recognized unique identification equivalent, for—

(i) All delivered items for which the Government’s unit acquisition cost is $5,000 or more; and

(ii) The following items for which the Government’s unit acquisition cost is less than $5,000:

Contract Line, Subline, or Exhibit Line Item Number Item Description *Items less than $5000, which require UID, will be specifically identified in the schedule.

See Schedule as Applicable

(iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number (See Schedule as Applicable).

(3) (i)(C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution “DD” format for use until the final solution is approved by ISO/IEC JTC1 SC 31. The “DD” format is described in Appendix D of the DoD Guide to Uniquely Identifying Items, available at http://www.acq.osd.mil/dpap/UID/guides.htm" http://www.acq.osd.mil/dpap/UID/guides.htm ; and

(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at http://www.acq.osd.mil/dpap/UID/DataSubmission.htm" http://www.acq.osd.mil/dpap/UID/DataSubmission.htm .

(Applicable when delivery of one or more “items” as defined at 252.211-7003(c) is required)

252.211-7007 ITEM UNIQUE IDENTIFICATION OF GOVERNMENT PROPERTY (SEP 2007)

(IAW DFARS 211.274-5(b))

(b) Procedures for assigning and registering.

(1) The Contractor shall provide IUID data for the IUID Registry for all Government-furnished PIPC requiring DoD unique identification under this contract, including Government-furnished PIPC located at subcontractor and alternate locations.

(2) Unless the Government provides the UII, the Contractor shall establish a concatenated UII or a DoD recognized unique identification equivalent for—

(i) Government-furnished PIPC with a unit acquisition cost of $5,000 or more; and

(ii) The following items of Government-furnished PIPC for which the unit acquisition cost is less than $5,000:

Contract Line, Subline, or Exhibit Line Item Number Item Description (if applicable)

(Applicable when FAR 52.245-1, Government Property, or FAR 52.245-2, Government Property Installation Operation Services, is used)

52.215-2 AUDIT AND RECORDS--NEGOTIATION (JUN 1999)

(IAW FAR 15.209(b)(1)) (Applicable if negotiated and above the simplified acquisition threshold, except commercial items and utility services at public prices plus reasonable connection charge)

52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

(IAW FAR 15.209(h))

52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997)

(IAW FAR 15.408(b)) (Applicable if negotiated and exceeding $650,000, when cost or pricing data is required)

52.215-12 SUBCONTRACTOR COST OR PRICING DATA (OCT 1997)

(IAW FAR 15.408(d)) (Applicable if negotiated and exceeding $650,000, when FAR 52.215-10, Price Reduction for Defective Cost or Pricing Data, is included, and cost or pricing data is required)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2004)

(IAW FAR 15.408(g)) (Applicable exceeding $650,000, when cost or pricing data is required, or for which any preaward or postaward cost determinations are subject to Part 31)

52.215-18 REVERSION…