01_A-K_A0003_20090608.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 350)

RATING

DO-A2

PAGE OF PAGES

1 82

2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

5. DATE ISSUED

29 APR 2009

6. REQUISITION/PURCHASE NO.

FA8807-09-R-0003

7. ISSUED BY GPSW/PK CODE FA8807 8. ADDRESS OFFER TO (If other than Item 7)

SPACE & MISSILE SYSTEMS CENTER

483 N. AVIATION BLVD

EL SEGUNDO, CA 90245-2808

SARA E. LAWLYES 310-653-3451

SARA.LAWLYES@LOSANGELES.AF.MIL

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

SOLICITATION

9. See attached Section L for proposal instructions.

10. FOR

INFORMATION

CALL:

A. NAME

SARA E. LAWLYES

B. TELEPHONE (Include area code)

(NO COLLECT CALLS)

310-653-3451

C. E-MAIL ADDRESS

sara.lawlyes@losangeles.af.mil

11. TABLE OF CONTENTS

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

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM 1 I CONTRACT CLAUSES 62

B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT 25 J LIST OF ATTACHMENTS 81

D PACKAGING AND MARKING 26 PART IV - REPRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE 27 K REPRESENTATIONS, CERTIFICATIONS, K - 1

F DELIVERIES OR PERFORMANCE 30 AND OTHER STATEMENTS OF OFFERORS

G CONTRACT ADMINISTRATION DATA 32 L INSTRS, CONDS, AND NOTICES TO OFFERORS L - 1

H SPECIAL CONTRACT REQUIREMENTS 34 M EVALUATION FACTORS FOR AWARD M - 1

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ____270____ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date of 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)

10 CALENDAR DAYS

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

14. ACKNOWLEDGEMENTS OF AMENDMENTS

(The offeror acknowledges receipt of amend-

AMENDMENT NO. DATE AMENDMENT NO. DATE

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

15A. NAME

AND

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or print)

ADDRESS

OF

OFFEROR

15B. TELEPHONE NO. (Include area code)

15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

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 COMPETI-

TION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )

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

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

(Signature of Contracting Officer)

28. AWARD DATE

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

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (REV. 9-97)

PREVIOUS EDITION IS UNUSABLE Prescribed by GSA ConWrite Version 6.10.8 FAR (48 CFR) 53.21(c) Created 08 Jun 2009 5:49 PM

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

OCX BLOCK 1.0 DEVELOPMENT

0100 1 __________ Lot __________

Noun: OCX BLOCK 1.0 DEVELOPMENT NSN: N - Not Applicable Contract type: V - COST PLUS INCENTIVE FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1 'Statement of Work', dated *, paragraphs 3.1 (except 3.1.1.i), 3.2, 3.4, 3.9.1, 3.11-3.17, 3.18.2-3.18.6, and 4.1-4.10; and Attachment 4 'Integrated Master Plan', dated *, paragraphs * attached hereto and made a part hereof. Incentive fee shall be in accordance with FAR 52.216-10 'Incentive Fee'.

(CPIF/AF Completion)(3600 Funds)

Target Cost: $* Target Fee: $*

Base Fee: $*

* To be inserted by the Offeror

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

OCX BLOCK 2.0 DEVELOPMENT

0200 1 __________ Lot __________

Noun: OCX BLOCK 2.0 DEVELOPMENT NSN: N - Not Applicable Contract type: V - COST PLUS INCENTIVE FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h), 3.2, 3.4, 3.9.1, 3.11-3.17, 3.18.2-3.18.6, and 4.1-4.10; and Attachment 4, paragraphs *. Incentive fee shall be in accordance with FAR 52.216-10.

(CPIF/AF Completion)(3600 Funds)

Target Cost: $* Target Fee: $*

Base Fee: $*

* To be inserted by the Offeror

SIMULATORS & TRAINERS

0300 2 __________ Unit __________

Noun: GPS SYSTEM SIMULATOR (GSYS) NSN: N - Not Applicable Contract type: V - COST PLUS INCENTIVE FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.6 and 3.18.1 and Attachment 4, paragraphs *.

Incentive fee shall be in accordance with FAR 52.216-10.

(CPIF/AF Completion)(3600 Funds)

Target Cost: $* Target Fee: $*

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0350 2 __________ Unit __________

Noun: CREW TRAINING SYSTEM (CTS) NSN: N - Not Applicable Contract type: V - COST PLUS INCENTIVE FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.5 and 3.18.7, and Attachment 4, paragraphs *.

Incentive fee shall be in accordance with FAR 52.216-10.

CPIF/AF Completion)(3600 Funds)

Target Cost: $* Target Fee: $*

Base Fee: $*

* To be inserted by the Offeror

CAPABILITY INSERTION PROGRAM

0400 OPTION CLIN __________

Noun: CAPABILITY INSERTION PROGRAM (CIP) NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall perform Capability Insertion Program tasks as directed by the Contracting Officer in accordance with H028, 'Option to Acquire Capability Insertion Program Tasks'; Attachment 1, paragraph 6 and Attachment 14, 'Capability Insertion Program', dated * attached hereto and made a part hereof.

(CPAF LOE)(3600 Funds)

Hours Authorized: ** Estimated Cost: $**

* To be completed by the Offeror ** To be completed by the Government upon issuance of each task. A new CIP CLIN from the 0400 series will be established each year the CIP option is exercised. Separate CLINs may be established for individual tasks at the discretion of the Contracting Officer.

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

PECULIAR SUPPORT EQUIPMENT

0600 1 __________ Lot __________

Noun: PECULIAR SUPPORT EQUIPMENT (PSE) NSN: N - Not Applicable Contract type: V - COST PLUS INCENTIVE FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.7 and Attachment 4, paragraphs *. Incentive fee shall be in accordance with FAR 52.216-10.

(CPIF/AF Completion)(3600 Funds)

Target Cost: $* Target Fee: $*

Base Fee: $*

* To be inserted by the Offeror

DATA AND REPORTS

0700 1 __________ Lot __________

Noun: DATA AND REPORTS

ACRN: U

NSN: N - Not Applicable DD1423 is Exhibit: A Contract type: V - COST PLUS INCENTIVE FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall provide data and reports in accordance with Exhibit A, 'Contract Data Requirements List (CDRL)' dated *, attached hereto and made a part hereof. The cost of the data and reports is included in the costs of CLINs 0100, 0200, 0300, 0350, and 0600 CLINs (and Option CLINs 0400 (series), 1000 (series), 2000, 2100, 2200, 2300, 2400, 2501-05, 2601-05, 2701-05, 2801-05, 2901-05, 3000, if exercised), with the exception of CDRL A076 (costs for technical orders included in the costs of CLIN 0710).

Not Separately Priced (NSP).

* To be completed by the Offeror

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0710 1 __________ Lot __________

Noun: TECHNICAL ORDERS FOR BLOCKS 1.0 & 2.0 NSN: N - Not Applicable DD1423 is Exhibit: A Contract type: V - COST PLUS INCENTIVE FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.6-3.8; and Attachment 4, paragraphs *. Incentive fee shall be in accordance with FAR 52.216-10.

(CPIF/AF Completion)(3600 Funds)

Target Cost: $* Target Fee: $*

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

SPECIAL STUDIES

1000 OPTION CLIN __________

Noun: SPECIAL STUDIES NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event that this option is exercised in accordance with H029, 'Option to Acquire Special Studies', the Contractor shall perform special studies as directed by the Contracting Officer in accordance Attachment 1, paragraph 5; and Attachment 11, 'Special Studies', dated * attached hereto and made a part hereof.

(CPAF LOE)(3600/3400/3080 Funds, depending on nature of study)

Hours Authorized: ** Estimated Cost: $**

* To be completed by the Offeror ** To be completed by the Government upon issuance of each study. A new special studies CLIN from the 1000 series will be established each year the special studies option is exercised. Separate CLINs may be established for individual studies at the discretion of the Contracting Officer.

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

INTERIM CONTRACT SUPPORT (ICS)

2000 OPTION CLIN __________

Noun: ICS FOR BLOCK 1.0 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H030, 'Options to Acquire Interim Contractor Support for Block 1.0', the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.9.2.1 (except 3.9.2.1.l-n), 3.9.2.2-3.9.2.6, 3.11, 4.1, 4.3- 4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3600 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2100 OPTION CLIN __________

Noun: ICS FOR BLOCK 1.0 - 6 MONTH EXTENSION NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H030, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.9.2.1 (except 3.9.2.1.l-n), 3.9.2.2- 3.9.2.6, 3.11, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE )(3600 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2200 OPTION CLIN __________

Noun: ICS FOR BLOCK 1.0 - ADDITIONAL 6 MONTH EXTENSION NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H030, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.9.2.1 (except 3.9.2.1.l-n), 3.9.2.2- 3.9.2.6, 3.11, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3600 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

TRANSITION SUPPORT

2300 OPTION CLIN __________

Noun: TRANSITION SUPPORT FROM OCS TO OCX BLOCK 1.0 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H031, 'Option to Acquire Transition Support', the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.9.2.1.l-n, 3.11, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8- 4.10.15.

(CPAF LOE)(3600 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2400 OPTION CLIN __________

Noun: TRANSITION SUPPORT FROM OCX BLOCK 1.0 to BLOCK 2.0

NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H031, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1- 4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3600 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

SUSTAINMENT SUPPORT

2501 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL I - YEAR 1 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, 'Options to Acquire Software Maintenance', the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.1, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8- 4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2502 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL I - YEAR 2 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.1, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2503 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL I - YEAR 3 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.1, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2504 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL I - YEAR 4 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.1, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2505 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL I - YEAR 5 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.1, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2601 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL II - YEAR 1 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.2, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2602 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL II - YEAR 2 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.2, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15..

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2603 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL II - YEAR 3 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.2, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2604 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL II - YEAR 4 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.2, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2605 OPTION CLIN __________

Noun: SOFTWARE MAINTENANCE LEVEL II - YEAR 5 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H032, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.2, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2701 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL I - YEAR 1 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, 'Options to Acquire Hardware Maintenance', the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.3, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8- 4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2702 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL I - YEAR 2 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.3, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2703 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL I - YEAR 3 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.3, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2704 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL I - YEAR 4 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.3, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2705 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL I - YEAR 5 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.3, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2801 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL II - YEAR 1 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.4, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2802 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL II - YEAR 2 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.4, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2803 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL II - YEAR 3 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.4, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2804 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL II - YEAR 4 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.4, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2805 OPTION CLIN __________

Noun: HARDWARE MAINTENANCE LEVEL II - YEAR 5 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H033, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraphs 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.4, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2901 OPTION CLIN __________

Noun: TECH ORDER SUPPORT - YEAR 1 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H034, 'Options to Acquire Technical Order Support', the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.5, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8- 4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2902 OPTION CLIN __________

Noun: TECH ORDER SUPPORT - YEAR 2 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H034, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.5, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2903 OPTION CLIN __________

Noun: TECH ORDER SUPPORT - YEAR 3 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H034, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.5, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

2904 OPTION CLIN __________

Noun: TECH ORDER SUPPORT - YEAR 4 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H034, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.5, 4.1, 4.3-4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise

2905 OPTION CLIN __________

Noun: TECH ORDER SUPPORT - YEAR 5 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this option is exercised in accordance with H034, the Contractor shall furnish all supplies and services necessary to accomplish the work set forth in Attachment 1, paragraph 3.1 (except 3.1.1.h and 3.1.1.i), 3.4-3.8, 3.11, 3.24.5, 4.1, 4.3- 4.5, 4.7-4.9, 4.10.1-4.10.4, 4.10.6, and 4.10.8-4.10.15.

(CPAF LOE)(3400 Funds)

Hours Authorized: **

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

SYSTEM MODIFICATIONS

3000 OPTION CLIN __________

Noun: SYSTEM MODIFICATIONS NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

In the event this options is exercised in accordance with H035, 'Options to Acquire System Modifications', the Contractor shall perform system modifications as directed by the Contracting Officer in accordance with Attachment 1, paragraph 7.

(CPAF LOE)(3080 and 3400 Funds)

Hours Authorized: ** Estimated Cost: $**

** To be inserted by the Government upon option exercise. A System Modifications CLIN from the 3000 series will be established each year the option is exercised. Separate CLINs may be established for individual tasks at the discretion of the Contracting Officer.

AWARD FEE AND PERFORMANCE & SCHEDULE INCENTIVE

5010 OPTION CLIN __________

Noun: PERIOD 1 NSN: N - Not Applicable Contract type: R - COST PLUS AWARD FEE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

The Contractor may earn fee in the performance of this contract in accordance with Attachment 5 'Award Fee Plan' and Attachment 15 'Performance and Schedule Incentive'. The Contracting Officer will add fee CLIN(s) from the 5000 series as necessary to obligate funds for fee earned.

(3600/3080/3400 Funds, depending on the Fee Period)

Award Fee earned: $* Performance and Schedule Incentive earned: $*

* To be inserted by the Government, as necessary.

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION B

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

OTHER CONTRACT CLAUSES IN FULL TEXT

B001. PRICES/COSTS (FEB 2009)

(a) The totals for Cost Plus Incentive Fee/Award Fee CLINs 0100, 0200, 0300, 0350, 0600 and 0710 are identified below. The target fee set forth below may be increased or decreased only by negotiation and modification of the contract for added or deleted work. Incentive fee shall be paid as it accrues in regular installments based upon the percentage of completion of work.

(1) Total Target Cost: $*

(2) Total Target Fee: $*

(3) Min Fee: $*

(4) Max Fee: $*

(5) Base Fee: $*

(b) The total estimated cost for Cost Plus Award Fee CLINs ** is:

(c) The total Award Fee earned to date is: $**

(d) The Provisional Award Fee paid to date is: $**

(e) The Performance Incentive paid to date is: $**

(f) The total amount of this contract is [(a)(1) + (a)(2) + (a)(5) + (b) + (c) + (d) + (e)]:

* To be inserted by the Offeror ** To be inserted by the Government

B002. IMPLEMENTATION OF LIMITATION OF FUNDS (FEB 2009)

a) Pursuant to FAR 52.232-22, 'Limitation of Funds', the total amounts available for payment of costs and incentive fee (as applicable) and allotted to this contract is sufficient to cover performance as follows:

CLIN Amount Allotted for Cost

Amount Allotted for Fee

Funds Coverage Date

0100 ** ** ** 0200 ** ** ** 0300 ** ** ** 0350 ** ** ** 0600 ** ** ** 0710 ** ** **

** To be inserted by the Government

SECTION C - DESCRIPTION/SPECS./WORK STATEMENT

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION C

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

OTHER CONTRACT CLAUSES IN FULL TEXT

C001. INCORPORATION OF STATEMENT OF WORK AND COMPLIANCE AND REFERENCE

DOCUMENTS LIST AND TAILORING (FEB 2009)

Attachment 1, Statement of Work and Attachment 2, Compliance and Reference Documents List and Tailoring are hereby incoporated by reference into Section C.

SECTION D - PACKAGING AND MARKING

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION D

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

OTHER CONTRACT CLAUSES IN FULL TEXT

D001. CONTRACTOR COMMERCIAL PACKAGING (FEB 2009)

(a) All items shall be packaged in accordance with the Contractor's commercial best practice to ensure undamaged arrival at destination. Individual shipments exceeding 150 pounds, 108 inches in length, or 130 inches in girth plus length shall be packaged on skidded crates or palletized to allow handling by forklift.

(b) The exterior container shall be marked (readable from 24 inches): "NOT FOR OUTSIDE STORAGE."

D002. PACKAGING AND MARKING OF HAZARDOUS MATERIAL (FEB 2009)

Hazardous materials shall be prepared for shipment in accordance with the following applicable regulations for the individual shipment hazard, ultimate destination, and mode of transportation:

(a) Code of Federal Regulations (CFR) Title 29, Part 1910.1200;

(b) Code of Federal Regulations (CFR) Title 49;

(c) Air Force Joint Manual (AFJAM) 24-204, Preparing Hazardous Materials for Military Air Shipment;

(d) International Civil Aviation Organization (ICAO) Technical Instructions for the Safe Transport of Dangerous Goods by Air; and

(e) International Maritime Dangerous Goods (IMDG) Code.

SECTION E - INSPECTION AND ACCEPTANCE

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION E

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

A. FEDERAL ACQUISITION REGULATION CONTRACT CLAUSES

52.246-03 INSPECTION OF SUPPLIES -- COST-REIMBURSEMENT (MAY 2001)

52.246-05 INSPECTION OF SERVICES -- COST-REIMBURSEMENT (APR 1984)

52.246-08 INSPECTION OF RESEARCH AND DEVELOPMENT -- COST-REIMBURSEMENT

(MAY 2001)

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (FEB 1999)

Title, number (if any), date, and tailoring (if any) of the higher-level quality standards:

'SAE AS9100B'

52.246-15 CERTIFICATE OF CONFORMANCE (APR 1984)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

B. DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT CONTRACT CLAUSES

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

II. NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

OTHER CONTRACT CLAUSES IN FULL TEXT

E001. PAYMENT REQUEST AND RECEIVING REPORT SUBMISSION INSTRUCTIONS (FEB 2009)

(a) Pursuant to DFARS 252.232-7003, Electronic Submission of Payment Requests, use of the Wide Area Work Flow - Receipt and Acceptance (WAWF-RA) system for electronic submission of payment requests and receipt/acceptance documents is mandatory for this award. In accordance with DFARS 252.246-7000, Material Inspection and Receiving Report, use of WAWF-RA fulfills the requirements for submission of DD Form 250s.

(b) Technical reports are not to be submitted as attachments in WAWF-RA. See Exhibit A for delivery instructions and addresses for these reports.

(c) A copy of the receiving report printed from WAWF-RA shall accompany each shipment which requires a DD Form 250/receiving report.

(d) PROCESSING STATUS. Any inquiry as to the processing status of a payment request or receiving report should be made to the following office:

*ACO name *Address *Telephone number *E-mail address

(e) In addition, a copy of the DD Form 250 shall accompany each shipment for all deliverable items.

Shipment addresses are specified in Section F of the schedule.

* To be completed by the Offeror.

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION E

E002. INSPECTION AND ACCEPTANCE OF CLINS (FEB 2009)

(a) INSPECTION OF CLINs 0100, 0200, 0300, 0350, 0600, and 3000 series:

The Defense Contract Management Agency (DCMA) Quality Assurance Representative (QAR) will complete a receiving inspection report documenting initial inspection after successful Functional Configuration Audit/ Physical Configuration Audit (FCA/PCA) in accordance with the Government-approved Systems Engineering Management Plan (SEMP) (CDRL item A037).

(b) ACCEPTANCE OF BLOCKS 1.0 AND 2.0 (CLINs 0100 and 0200):

Acceptance shall be made via DD250 by the appropriate Government personnel after:

(1) Applicable SS-CS-800 requirements verified in accordance with the approved verification method in DOORS and the applicable Government-approved Test Plan (CDRL item A067);

(2) Successful FCA/PCA in accordance with the Government-approved SEMP;

(3) OCX is installed, tested, and applicable SS-CS-800 requirements verified at the MCS, AMCS, and TSF;

(4) Connectivity to all AF ground antennas, AF monitor stations, AFSCN, NGA monitor stations, and between MCS and AMCS is functioning and meets SS-CS-800 requirements;

(5) Sustainment Configuration Management processes in place in accordance with MIL-STD-973 and GPSW 01 63- 1101;

(6) Transition Problem Report (PR) process in place in accordance with AF T.O. 00-35D-54;

(7) Security Accreditation is achieved for all elements of OCX applicable to the block delivery;

(8) Cadre (Type 1) Training complete in accordance with Attachment 1, Statement of Work paragraph 3.5(h);

(9) Tech Orders are Certified and Verified in accordance with AF-TM-86-01K.1;

(10) Training systems are installed and certified in accordance with Space Training Contract Requirements; and

(11) 100% of the Critical Spares are in place.

(c) ACCEPTANCE OF CLINs 0300, 0600, and 3000 series:

Acceptance shall be made via DD250 by the appropriate Government personnel after successful FCA/PCA in accordance with the Government-approved SEMP.

(d) ACCEPTANCE OF CTS (CLIN 0350):

Acceptance shall be made via DD250 by the appropriate Government personnel after:

(1) Successful FCA/PCA in accordance with with the contractor's approved CDRL item

A037, SEMP;

(2) Government acceptance of training materials in CDRL A060; and

(3) Space Training Contract Requirements for SIMCERT are met.

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION E

E003. IMPLEMENTATION OF FAR 52.246-3, 'INSPECTION OF SUPPLIES - COST-

REIMBURSEMENT' (APPLICABLE TO CLINS 0100 AND 0200 ONLY) (FEB 2009)

(a) Paragraph (f) of FAR 52.246-3, 'Inspection of Supplies - Cost Reimbursement' as it applies to CLINs 0100 and 0200 is deleted and replaced as follows:

At any time during contract performance, but no later than the dates indicated below, the Government may require the Contractor to replace or correct any supplies that are nonconforming at the time of delivery. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. Except as otherwise provided in paragraph (h) below, the cost of replacement or correction shall be included in allowable cost, determined as provided in the Allowable Cost and Payment clause, but no additional fee shall be paid. The Contractor shall not tender for acceptance supplies required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(1) CLIN 0100: Air Force Space Command operationally accepts Block 1.0 in accordance with AFSPCI 10-601.

(2) CLIN 0200: Air Force Space Command operationally accepts Block 2.0 in accordance with AFSPCI 10-601.

(b) All other terms and conditions of FAR 52.246-3 remain unchanged and in full force and effect.

SECTION F - DELIVERIES OR PERFORMANCE

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION F

SHIP MARK TRANS

ITEM SUPPLIES SCHEDULE DATA QTY TO FOR PRI DATE

0100 1 FA8807 31 Oct 2013

Noun: OCX BLOCK 1.0 DEVELOPMENT

ACRN: 9

0200 1 FA8807 30 Nov 2014

Noun: OCX BLOCK 2.0 DEVELOPMENT

ACRN: 9

0300 1 FB2500 31 Oct 2013 1 FY2511 31 Oct 2013

Noun: GPS SYSTEM SIMULATOR (GSYS)

ACRN: 9

0350 1 FB2500 31 Jul 2013 1 FY2511 31 Jul 2013

Noun: CREW TRAINING SYSTEM (CTS)

ACRN: 9

0600 1 FA8807 30 Nov 2014

Noun: PECULIAR SUPPORT EQUIPMENT (PSE)

ACRN: 9

0700 1 FA8807 ASREQ

Noun: DATA AND REPORTS

ACRN: U

Descriptive Data:

Delivery dates are provided in each DD Form 1423 in Exhibit A, 'Contract Data Requirements List'.

0710 1 FA8807 ASREQ

Noun: TECHNICAL ORDERS FOR BLOCKS 1.0 & 2.0

ACRN: 9

Descriptive Data:

Delivery dates are provided in DD Form 1423 for A076 Exhibit A.

SECTION F - DELIVERIES OR PERFORMANCE

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION F

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION CONTRACT CLAUSES

52.242-15 STOP-WORK ORDER (AUG 1989) - ALTERNATE I (APR 1984)

52.247-34 F.O.B. DESTINATION (NOV 1991)

II. NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

OTHER CONTRACT CLAUSES IN FULL TEXT

F001. PERIOD OF PERFORMANCE (FEB 2009)

The period of performance under this contract shall be from the date of contract award through 30 Nov 2014.

SECTION G - CONTRACT ADMINISTRATION DATA

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION G

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

OTHER CONTRACT CLAUSES IN FULL TEXT

G001. PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS

(FEB 2009)

(a) All invoices/vouchers received at the Defense Finance and Accounting Service (DFAS) for disbursement shall be submitted electronically in accordance with FAR 52.232-33, 'Payment by Electronic Funds Transfer - Central Contract Registration'. Payments will be made via Electronic Data Interchange (EDI) through the Wide Area Work Flow (WAWF) System (reference DFARS 252.232-7003, 'Electronic Submission of Payment Requests and Receiving Reports').

(b) INVOICE INSTRUCTIONS TO CONTRACTOR: Each invoice, at a minimum, shall identify the contract number, CLIN(s), InfoSubCLIN(s), and ACRN(s) against which funds are being billed and shall comply with the requirements of FAR 52.216-7, 'Allowable Cost and Payment'; 52.232-20, 'Limitations of Cost';

52.232-22, 'Limitation of Funds'; 52.232-25, 'Prompt Payment', as well as other regulatory and legal requirements. The Contractor shall submit the first and last invoices to:

*ACO name *Address *Phone number *E-mail address

All subsequent invoices shall be submitted directly to DFAS under direct billing authority, provided that the contract maintains approval for direct billing.

(c) DFAS PAYMENT INSTRUCTIONS: Payment shall be made from ACRN(s) in alphabetical order (AA, AB, etc.). This is known as First-In, First Out (FIFO). Do not use a prorated method to pay or disburse and liquidate funds nor liquidate any funds from an ACRN unless the preceding ACRN(s) have been fully liquidated or unless otherwise directed by an addendum to the voucher, as described in paragraph (d).

(d) The Contractor may provide an addendum, approved by the PCO or ACO, to the voucher to allow the contract to bill in a manner other than FIFO. For example, the Contractor may bill a percentage of the current year funding concurrently with a percentage of previous year funding.

(e) The instructions in paragraphs (b) and (c) shall be inserted on each voucher submitted by the contract.

* To be inserted by the Offeror.

G002. IMPLEMENTATION OF PATENT RIGHTS CLAUSE (FEB 2009)

(a) All documents and information required by the patent rights and/or patent reporting clauses set forth in Section I of this contract shall be submitted to the Administrative Contracting Officer and to:

SMC/JAQ

483 N. Aviation Blvd El Segundo, CA 90245-2808 Attn: Patent Attorney Subject: OCX Contract

SECTION G - CONTRACT ADMINISTRATION DATA

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION G

(b) The SMC/JA patent administrator can be reached at (310) 653-3084.

(c) This notice also constitutes a request (see DFARS 252.227-7039(c), as applicable) for submission of a copy of the patent application, when filed, along with the patent application serial number, filing date, subsequent U.S. patent number and issue date, as received.

G003. GOVERNMENT POINTS OF CONTACT (FEB 2009)

(a) Contracting Officer:

Terry Schooley

GPSW/PK

483 N. Aviation Blvd.

El Segundo, CA 90245-2808

(310) 653-3174 Terry.Schooley@us.af.mil

(b) Contract Specialists:

Sara Lawlyes

GPSW/PK

483 N. Aviation Blvd.

El Segundo, CA 90245-2808

(310) 653-3451 Sara.Lawlyes@us.af.mil

Rachel Cavanna

GPSW/PK

483 N. Aviation Blvd.

El Segundo, CA 90245-2808

(310) 653-3882 Rachel.Cavanna@us.af.mil

(c) Program Manager:

Lt Col Janet Grondin

GPAS/CC

483 N. Aviation Blvd.

El Segundo, CA 90245-2808

(310) 653-3265 Janet.Grondin@losangeles.af.mil

G004. REMITTANCE ADDRESS (FEB 2009)

The remittance address is different from the mailing address in Block 7 of the SF26. The correct remittance address is:

* To be inserted by the Offeror if remittance address in Block 8 of SF33 is different from the Offeror's mailing address.

G005. SEGREGATION OF COSTS (FEB 2009)

The Contractor shall segregate all costs associated with each CLIN identified in Section B from the costs associated with the other CLINs of this contract.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

CONFORMED CONTRACT FA8807-09-R-0003 (06/08/2009) SECTION H

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

A. DEFENSE FAR SUPP CONTRACT CLAUSES IN FULL TEXT

252.234-7002 EARNED VALUE MANAGEMENT SYSTEM (APR 2008)

(a) In the performance of this contract, the Contractor shall use—

(1) An Earned Value Management System (EVMS) that complies with the EVMS guidelines in the American National Standards Institute/Electronic Industries Alliance Standard 748, Earned Value Management Systems (ANSI/EIA-748); and

(2) Management procedures that provide for generation of timely, reliable, and verifiable information for the Contract Performance Report (CPR) and the Integrated Master Schedule (IMS) required by the CPR and IMS data items of this contract.

(b) If this contract has a value of $50,000,000 or more, the Contractor shall use an EVMS that has been determined by the Cognizant Federal Agency (CFA) to be in compliance with the EVMS guidelines as stated in paragraph (a)(1) of this clause. If, at the time of award, the Contractor’s EVMS has not been determined by the CFA to be in compliance with the EVMS guidelines as stated in paragraph (a)(1) of this clause, the Contractor shall apply its current system to the contract and shall take necessary actions to meet the milestones in the Contractor’s EVMS plan.

(c) If this contract has a value of less than $50,000,000, the Government will not make a formal determination that the Contractor’s EVMS complies with the EVMS guidelines in ANSI/EIA-748 with respect to the contract. The use of the Contractor’s EVMS for this contract does not imply a Government determination of the Contractor’s compliance with the EVMS guidelines in ANSI/EIA-748 for application to future contracts. The Government will allow the use of a Contractor’s EVMS that has been formally reviewed and determined by the CFA to be in compliance with the EVMS guidelines in ANSI/EIA-748.

(d) The Contractor shall submit notification of any proposed substantive changes to the EVMS procedures and the impact of those changes to the CFA. If this contract has a value of $50,000,000 or more, unless a waiver is granted by the CFA, any EVMS changes proposed by the Contractor require approval of the CFA prior to implementation. The CFA will advise the Contractor of the acceptability of such changes as soon as practicable (generally within 30 calendar days) after receipt of the Contractor’s notice of proposed changes.