N00019-14-R-1004-0002.doc

Section B - Supplies or Services and Prices

VH-3D Interior & Exterior Lighting

FFP

Prototypes

FOB: Destination

NET AMT

0001AA

Anti-Collision Lights (Top and Bottom)

Prototypes.

Top (2 Red, 2 White)

Bottom (2 Red, 2 White)

NET AMT

0001AB

Position Lights (Tail, Right, and Left)

Prototypes.

Left (2 Red)

Right (2 Green)

Tail (2 White)

NET AMT

0001AC

Landing Lights (Floodlights)

Prototypes. (White)

NET AMT

0001AD

Hover Lights

NET AMT

0001AE

Controllable Spotlight (Search Light)

Prototype. (White)

NET AMT

0001AF

Caution Advisory Panel

Prototype

NET AMT

FFP

Production

NET AMT

0002AA

FFP

Production.

Top (14 Red, 14 White)

Bottom (14 Red, 14 White)

NET AMT

0002AB

FFP

Production.

Left (14 Red)

Right (14 Green)

Tail (14 White)

NET AMT

0002AC

FFP

Production. (White)

NET AMT

0002AD

FFP

NET AMT

0002AE

FFP

NET AMT

0002AF

FFP

NET AMT

Misc. VH-3D Interior & Exterior Lighting

Prototypes

NET AMT

0003AA

Engine Fire T-Handle Lights

Prototypes. (Red)

NET AMT

0003AB

Marker Beacon Lights

Prototypes. (4 Green, 4 Blue, 4 Yellow)

NET AMT

0003AC

Fuel Management Panel Lights

Prototypes. (Yellow)

NET AMT

0003AD

Auxiliary Power Unit Lights

Prototypes. (4 Green, 6 Yellow)

NET AMT

0003AE

Aircraft Stabilization Equipment Panel

Backlighting. Prototypes. (Green)

NET AMT

0003AF

Aircraft Stabilization Equipment

Panel Light Push Button Assembly.

Prototypes. (Green).

NET AMT

0003AG

Upper Console Backlighting

Prototypes. (Green)

NET AMT

0003AH

Horizontal Situation Video Display

(Control Panel Backlighting). Prototypes. (Green)

NET AMT

0003AJ

Pilot Compartment Dome Light

Prototypes. (2 White, 2 Green)

NET AMT

0003AK

Pilot Compartment Spotlights -Map Lights

Prototypes. (2 White, 2 Green)

NET AMT

0003AL

Glare-Shield Floodlights

NET AMT

0003AM

Standby Compass Lights

NET AMT

0003AN

Radar Altimeter Indicator Lights

Prototypes. (Red)

NET AMT

0003AP

Rotor Head Light

NET AMT

FFP

NET AMT

0004AA

FFP

Production. (Red)

NET AMT

0004AB

FFP

Production. (28 Green, 28 Blue, 28 Yellow)

NET AMT

0004AC

FFP

Production. (Yellow)

NET AMT

0004AD

FFP

Production. (28 Green, 42 Yellow)

NET AMT

0004AE

FFP

Backlighting. Production. (Green)

NET AMT

0004AF

FFP

Panel Light Push Button Assembly.

Prototypes. (Green).

NET AMT

0004AG

FFP

Production. (Green)

NET AMT

0004AH

FFP

(Control Panel Backlighting). Production. (Green)

NET AMT

0004AJ

FFP

Production. (14 White, 14 Green)

NET AMT

0004AK

FFP

Production. (14 White, 14 Green)

NET AMT

0004AL

FFP

NET AMT

0004AM

FFP

NET AMT

0004AN

FFP

Production. (Red)

NET AMT

0004AP

FFP

NET AMT

Technical Data

Data in support of CLIN 0001 and CLIN 0003

NSP

NET AMT

FFP

Data in support of Option CLINS 0002 and 0004

NSP

NET AMT

Section C - Descriptions and Specifications

VH-3D LIGHTING UPGRADE

Items 0001 and 0003 - The Contractor shall provide the supplies or services for the VH-3D Lighting Upgrade in accordance with: Attachment (1) Statement of Work for the VH-3D Lighting Upgrade, paragraph 3.1.1, dated 05 September 2014, Attachment (2) VH-3D Lighting Upgrade Lighting List, dated 05 September 2014, Attachment (4) VH-3D Lighting Upgrade Specification, dated 04 September 2014, and Attachment (5) VH-3D Lighting Upgrade Current Lighting Part Numbers, dated 05 September 2014.

Option Items 0002 and 0004 – Upon option exercise, the Contractor shall provide the supplies or services for the VH-3D Lighting Upgrade in accordance with: Attachment (1) Statement of Work for the VH-3D Lighting Upgrade, paragraph 3.1.2, dated 05 September 2014, Attachment (2) VH-3D Lighting Upgrade Lighting List dated 05 September 2014, Attachment (4) VH-3D Lighting upgrade Specification, dated 04 September 2014, and Attachment (5) VH-3D Lighting Upgrade Current Lighting Part Numbers, dated 05 September 2014.

Item 0005 - The technical data to be provided hereunder shall be in accordance with Exhibits A, B, and H, Contract Data Requirement List (CDRL), DD Form 1423.

Option Item 0006 - Upon option exercise, the technical data to be provided hereunder shall be in accordance with Exhibits A and B, Contract Data Requirement List (CDRL), DD Form 1423.

Section D - Packaging and Marking

VH-3D LIGHTING UPGRADE

Item 0001and 0003, Option Items 0002 and 0004 - The supplies and services to be provided hereunder shall be packaged and marked in a manner to assure safe delivery in accordance with the Contractor's best commercial practices.

Marking of Shipments: All shipments shall be marked appropriately to address shipping concerns, e.g., photographs, fragile, etc. Addresses shall include appropriate mail code, building number, name, street address, city, state, and five digit zip code as listed below. SHIP prototypes and production units to the address listed below:

Presidential Helicopters Program

48202 Bronson Road

Building 2805

Patuxent River, MD 20670

ATTN:

TBD

Item 0005 - The technical data shall to be provided hereunder shall be packaged and marked in accordance with best commercial practices in accordance with Exhibits A, B, and H, Contract Data Requirement List (CDRL), DD Form 1423.

Option Item 0006 – Upon option exercise, the technical data shall to be provided hereunder shall be packaged and marked in accordance with best commercial practices in accordance with Exhibits A and B, Contract Data Requirement List (CDRL), DD Form 1423.

CLAUSES INCORPORATED BY FULL TEXT

5252.247-9509

PRESERVATION, PACKAGING, PACKING AND MARKING (NAVAIR)(JUL 1998)

(a) Preservation, packaging and packing shall conform to prevailing industry standards for the type of commodity purchased under this contract.

(b) All packages will be clearly marked with applicable contract number/delivery order number, and will contain appropriate packing slip. All deliveries will be marked for and/or consigned as follows:

Marking of Shipments: All shipments shall be marked appropriately to address shipping concerns, e.g., photographs, fragile, etc. Addresses shall include appropriate mail code, building number, name, street address, city, state, and five digit zip code as listed below. SHIP prototypes and production units to the address listed below:

Presidential Helicopters Program

48202 Bronson Road

Building 2805

Patuxent River, MD 20670

ATTN:

TBD

(c) In the event of any discrepancy in material shipped (overage, technical rejection, damage), the contractor shall, immediately upon request of the Contracting Officer, furnish disposition instructions. Normally, such disposition instruction shall be a properly completed Commercial Bill of Lading, which includes, but is not limited to, the mode of shipment, routing, special handling, and so forth.

(d) If the contractor is required to install equipment upon delivery, then the contractor shall inform the Government of the date of shipment from the contractor’s facilities and the anticipated date of arrival at the site. This report shall be made no later than the actual date that the shipment is made from the contractor’s facilities. The report may be made by facsimile or e-mail, to the point of contact listed in Section G. All transportation, rigging, drayage, packing, unpacking, and handling necessary to accomplish the installation shall be the responsibility of the contractor.

CLAUSES INCORPORATED BY FULL TEXT

5252.247-9514

TECHNICAL DATA PACKING INSTRUCTIONS (NAVAIR) (SEP 1999)

Technical Data and Information shall be packed and packaged for domestic shipment in accordance with best commercial practices. The package or envelope should be clearly marked with any special markings specified in this contract (or delivery/task order), e.g., Contract Number, CLIN, Device No., and document title must be on the outside of the package. Classified reports, data and documentation, if applicable, shall be prepared for shipment in accordance with Defense Industrial Manual for Safeguarding Classified Information, DoD 5220.22M.

Section E - Inspection and Acceptance

VH-3D LIGHTING UPGRADE

Item 0001and 0003, Option Items 0002 and 0004 - Inspection and acceptance of the supplies/services to be provided hereunder in accordance with Attachment (4) VH-3D Lighting Upgrade Specification, dated 04 September 2014 shall be made by Material Inspection and Receiving Report (DD Form 250) signed by the Government designated representative, as approved by the PCO.

Item 0005 - Inspection and acceptance of the technical data to be provided hereunder shall be made in accordance with Exhibits A, B, and H, Contract Data Requirement List (CDRL), DD Form 1423.

Option Item 0006 - Upon option exercise, the inspection and acceptance of the technical data to be provided hereunder shall be in accordance with Exhibits A and B, Contract Data Requirement List (CDRL), DD Form 1423.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

5252.246-9517

CONSTRUCTIVE ACCEPTANCE PERIOD (NAVAIR) (MAR 1999)

For the purpose of FAR Clause 52.232-25, “Prompt Payment”, paragraph (a)(5)(i), Government acceptance shall be deemed to have occurred constructively on the [insert the number of days] day after the contractor delivered the supplies or performed the services.

Section F - Deliveries or Performance

VH-3D LIGHTING UPGRADE

Items 0001 and 0003 - The prototypes provided hereunder shall be delivered no later than five (5) months after the date of contract award (ADC).

Option Items 0002 and 0004 – The production supplies provided hereunder shall be delivered four (4) months after the option exercise. Please note that after date of contract (ADC) for the option items refers to the date the exercised option is awarded.

Item 0005 - The Contractor shall deliver the technical data to be provided hereunder in accordance with Exhibits A, B, and H, Contract Data Requirement List (CDRL), DD Form 1423.

Option Item 0006 - Upon option exercise, the Contractor shall deliver the technical data to be provided hereunder shall be in accordance with Exhibits A and B, Contract Data Requirement List (CDRL), DD Form 1423.

DELIVERY INFORMATION

PRESIDENTIAL HELICOPTERS PROGRAM

48202 BRONSON ROAD

BUILDING 2805

PATUXENT RIVER MD 20670

N00019

PRESIDENTIAL HELICOPTERS PROGRAM

48202 BRONSON ROAD

BUILDING 2805

PATUXENT RIVER MD 20670

N00019

PRESIDENTIAL HELICOPTERS PROGRAM

48202 BRONSON ROAD

BUILDING 2805

PATUXENT RIVER MD 20670

N00019

PRESIDENTIAL HELICOPTERS PROGRAM

48202 BRONSON ROAD

BUILDING 2805

PATUXENT RIVER MD 20670

N00019

5252.247-9505

TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995)

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

(a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below. Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form 1423.

(1) PCO, Code 2.3.1.2.

(2) ACO, Code [To be provided at award]

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

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

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

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

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

(g) DD Form 1423, Block 14 Mailing Addresses: [To be provided at award] Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

252.232-7006

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

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

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

_________________________Combo__________________________________________________

(Contracting Officer: Insert applicable document type(s). Note: If a "Combo" document type is identified but not supportable by the Contractor's business systems, an "Invoice" (stand-alone) and "Receiving Report" (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

__________________________Government_________________________________________________

(Contracting Officer: Insert inspection and acceptance locations or "Not applicable.")

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC:

_________TBD

Issue By DoDAAC:

_________N00019

Admin DoDAAC:

_________TBD

Inspect By DoDAAC:

_________N00019

Ship To Code:

_________N/A

Ship From Code:

Mark For Code:

Service Approver (DoDAAC):

Service Acceptor (DoDAAC):

Accept at Other DoDAAC:

________ N/A

LPO DoDAAC:

DCAA Auditor DoDAAC:

________ N/A

Other DoDAAC(s):

(*Contracting Officer: Insert applicable DoDAAC information or "See schedule" if multiple ship to/acceptance locations apply, or "Not applicable.")

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the "Send Additional Email Notifications" field of WAWF once a document is submitted in the system.

[To be provided at award]

(Contracting Officer: Insert applicable email addresses or "Not applicable.")

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact. For Navy WAWF questions call DFAS Customer Care 1-800-756-4571 option 6

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

5252.201-9500

TECHNICAL POINT OF CONTACT (TPOC)(NAVAIR)(SEP 2012)

(a) The Technical Point of Contact (TPOC) for this contract is:

ATTN: TBD

Presidential Helicopters Program

48202 Bronson Road

Building 2805

Patuxent River, MD 20670

(b) This individual is not a Contracting Officer nor a Contracting Officer's Representative (COR)/Task Order COR (TOCOR) and has no authority to make changes, verbally or otherwise, to the existing contract or order. Further, no authority has been delegated to this individual by the Procuring Contracting Officer (PCO).

(c) The contractor may use this technical POC for technical questions related to the existing contract or order. Also, as a representative of the requiring activity, the TPOC may perform or assist in such areas as: base access forms, security related issues, IT access requirements, Contractor Performance Assessment Reporting System (CPARS), clarification of technical requirements, and statement of work inquires.

(d) The contractor shall immediately notify the Procuring Contracting Officer in writing if the contractor interprets any action by the TPOC to be a change to the existing contract.

5252.204-9503

EXPEDITING CONTRACT CLOSEOUT (NAVAIR) (JAN 2007)

(a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $1,000 or less at the time of final contract closeout. The term "residual dollar amount" shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party might be considered to the extent permitted by law.

(b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered.

5252.232-9511

NOTICE OF REQUIREMENTS FOR PROMPT PAYMENT (NAVAIR) (MAR 2006)

The Government anticipates that this contract will be distributed to Defense Finance and Accounting Service (DFAS) by the DOD Electronic Document Access (EDA) system. DFAS is responsible for payment of contractor invoices.

(a) In accordance with FAR Clause 52.232-33 "Payment By Electronic Funds Transfer--Central Contractor Registration", the contractor is responsible for providing updated information to the Central Contractor Register (CCR) database. Additionally, the contractor is responsible for maintaining its active status in the CCR database.

(b) If the DUNS, CAGE code, TIN or address set forth in the contract do not match the information in the CCR, then DFAS will return invoices without payment. Therefore, it is imperative that the contractor ensure the DUNS, CAGE code, TIN and contractor address on the contract are accurate and in compliance with the CCR database. Additionally, any changes/updates made to the CCR database should be communicated to the Contracting Officer for the purpose of modifying the contract to reflect the new data.

5252.242-9511

CONTRACT ADMINISTRATION DATA (NAVAIR)(SEP 2012)

(a) Contract Administration Office.

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

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

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

Functions Retained Retained for Performance By:

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

[TBD at Award

(c) Inquiries regarding payment should be referred to: MyInvoice at https://myinvoice.csd.disa.mil//index.html.

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

5252.210-9501 AVAILABILITY OF UNIQUE DATA ITEM DESCRIPTIONS (UDIDs) AND DATA ITEM DESCRIPTIONS (DIDs) (NAVAIR) (AUG 2013)

Access Procedures for Acquisition Management System and Data Requirements Control List (AMSDL), DoD 5010.12-L, and DIDs listed therein. The AMSDL and all DIDs and UDIDs listed therein are available online via the Acquisition Streamlining and Standardization Information System located at https://assist.dla.mil/online/start/. To access these documents, select the Quick Search link on the site home page.

5252.211- 9510

CONTRACTOR EMPLOYEES (NAVAIR)(MAY 2011)

(a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall:

(1) Not by word or deed give the impression or appearance of being a Government employee;

(2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government-sponsored event, or an event outside normal work spaces in support of the contract/order;

(3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal written and electronic correspondence. Identification shall include the name of the company for whom they work;

(4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor their company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee; and

(5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the name of the Contracting Officer’s Representative.

(b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer.

(c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees.

5252.243-9504

AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER (NAVAIR) (JAN 1992)

(a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visit the contractor’s facilities or in any other manner communicates with contractor personnel during the performance of this contract shall constitute a change under the “Changes” clause of this contract.

(b) The contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this contract.

(c) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer’s. In the event the contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof. The address and telephone number of the Contracting Officer is:

Constance M. Lawson

Contracting Officer

Naval Air Systems Command

48202 Bronson Road; Building 2805

Patuxent River, MD 20670

(301)342-2988

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.217-7

OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within days detailed in the schedule below. The Government reserves the right to exercise the option CLINs and/or SLINs on an individual basis. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

0004, 0004AA, 0004AB, 0004AC, 0004AD, 0004AE, 0004AF, 0004AG, 0004AH, 0004AJ, 0004AK, 0004AL, 0004AM, 0004AN, 0004AP

52.243-7

NOTIFICATION OF CHANGES (APR 1984)

(a) Definitions. "Contracting Officer," as used in this clause, does not include any representative of the Contracting Officer. "Specifically authorized representative (SAR)," as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing, within 15 calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state--

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including--

(i) What contract line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Contractor's estimate of the time by which the Government must respond to the Contractor's notice to minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in (b) above, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds the authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within 30 calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either--

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or

(4) In the event the Contractor's notice information is inadequate to make a decision under (1), (2), or (3) above, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond.

(e) Equitable adjustments.

(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made--

(i) In the contract price or delivery schedule or both; and

(ii) In such other provisions of the contract as may be affected.

(2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor's failure to provide notice or to continue performance as provided, respectively, in (b) and (c) above.

NOTE: The phrases "contract price" and "cost" wherever they appear in the clause, may be appropriately modified to apply to cost- reimbursement or incentive contracts, or to combinations thereof.

CLAUSES INCORPORATED BY FULL TEXT

52.252-2

CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/far/ or http://farsite.hill.af.mil.

52.252-5

AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of"(DEVIATION)" after the date of the provision.

(b) The use in this solicitation of any Defense Federal Acquisition Regulation (48 CFR Chapter 2) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

52.252-6

AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

5252.204-9504

DISCLOSURE OF CONTRACT INFORMATION (NAVAIR) (JAN 2007)

(a) The Contractor shall not release to anyone outside the Contractor’s organization any unclassified information (e.g., announcement of contract award), regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless the Contracting Officer has given prior written approval.

(b) Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The Contractor shall submit its request to the Contracting Officer at least ten (10) days before the proposed date for release.

(c) The Contractor agrees to include a similar requirement in each subcontract under this contract. Subcontractors shall submit requests for authorization to release through the prime contractor to the Contracting Officer.

Section J - List of Documents, Exhibits and Other Attachments

VH-3D LIGHTING UPGRADE

Attachment (1): Statement of Work for the VH-3D Lighting Upgrade, dated 05 September 2014.

Attachment (2): VH-3D Lighting Upgrade Lighting List, dated 05 September 2014.

Attachment (3): VH-3D Lighting Upgrade Government Furnished Information, dated 28 February 2014.

Attachment (4): VH-3D Lighting Upgrade Specification, dated 04 September 2014.

Attachment (5): VH-3D Lighting Upgrade Current Lighting Part Numbers, dated 05 September 2014.

Attachment (6): CPARS Update Questionnaire.

Attachment (7): Past Performance Questionnaire.

Contract Data Requirement Lists (CDRLs)

Section K - Representations, Certifications and Other Statements of Offerors

52.204-8

ANNUAL REPRESENTATIONS AND CERTIFICATIONS (DEC 2013)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 336320.

(2) The small business size standard is 750 employees.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b)(1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in the System for Award Management (SAM), and has completed the Representations and Certifications section of SAM electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and…