N00019-15-R-0081__DRFP_3_Mar.10.15.doc

Section B - Supplies or Services and Prices

Technology Maturation Risk Reduction

CPIF

TMRR to include two protoypes and two spares kits for the prototypes

FOB: Destination

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

Lot

NSP

Technical and Administrative Data for Item 0001 (See Exhibit A)

RAMID Testing

CPIF

Reliability, Availability, Maintainability, and Integrated Diagnostics (RAMID) testing

Lot

NSP

Technical and Administrartive Data

For Option Item 0003 (See Exhibit A)

CPIF

EMD - to include two protoypes and two spares kits for the prototypes

Lot

NSP

FFP

NET AMT

Section C - Descriptions and Specifications

DESCRIPTION AND SPECIFICATIONS

DESCRIPTION AND SPECIFICATIONS

Item 0001 and Option Items 0101 and 0102 – The Technology Maturation Risk Reduction (TMRR) efforts and Engineering Manufacturing & Development (EMD) to be provided hereunder shall be performed in accordance with Attachment 1, “Statement of Work for AN/SPN-50(V)1 SATR”, and Attachment 2, “Specification for AN/SPN-50(V)(1) SATR”.

Option Item 0003 -- The Reliability, Availability, Maintainability, and Integrated Diagnostics Testing to be provided hereunder shall be performed in accordance with paragraphs 4.6.11.1 through 4.6.11.4, 4.6.11.5, 4.6.11.7, and 4.6.11.9 through 4.6.11.14 of Attachment 1, “Statement of Work for AN/SPN-50(V)1 SATR”.

Item 0002 and Option Items 0004 and 0103 – The technical and administrative data required hereunder shall be provided in accordance with Exhibit A, Contract Data Requirements List.

Option Item 0104 – The contractor shall provide a Level 3 Drawing package as defined in Exhibit B, Data Item B001 with Government Purpose Rights as defined in DFARS 252.227-7013, “Rights in Technical Data – Noncommercial Items (FEB 2014)”.

contractor shall provide a Level 3 Drawing package as defined in Exhibit B, Data Item B001 with Government Purpose Rights as defined in DFARS 252.227-7013, “Rights in Technical Data – Noncommercial Items (FEB 2014)”.

Section D - Packaging and Marking

DELIVERIES AND PERFORMANCE

PACKAGING AND MARKINGS

Item 0001 and Option Items 0003, 0101 and 0102

The supplies to be furnished hereunder shall be preserved, packaged and packed in accordance with MIL-E-17555H, dated 15 November 1984, and Interim Amendment 2, dated 02 November 1992, preservation, packaging and packing shall be at the following levels:

Perservatin and Packaging - Level A

Packing

- Level C

Item 0002 and Option Items 0004 and 0103 The data to be furnished in accordance with Exhibit A and B, Contract Data Requirements List, DD Form 1423, shall be adequately packaged and packed to assure safe delivery at destination.

UNPACKING INSTRUCTION: COMPLEX OR DELICATE EQUIPMENT

(a) Location on Container. When practical, one set of the unpacking instructions will be place in a heavy waterproof envelope prominently marked "UNPACKING INFORMATION" and firmly affixed to the outside of the shipping container in a protected location, preferably between the cleats on the end of the container adjacent to the identification marking. When the unpacking instructions are too voluminous to be affixed to the exterior of the container, they will be placed inside and directions for locating them will be provided in the envelope marked "UNPACKING INFORMATION".

(b) Location on Container. When unpacking instructions are provided, shipping containers will be stenciled "CAUTION-THIS EQUIPMENT MAY BE SERIOUSLY DAMAGED UNLESS UNPACKING INSTRUCTIONS ARE CAREFULLY FOLLOWED. UNPACKING INSTRUCTIONS ARE LOCATED (state where located)." When practical, this marking will be applied adjacent to the identification marking on the side of the container.

(c) Marking. All shipping containers will be marked in accordance with the Military Standard Marking for Shipment and Storage, MIL-STD-129M, dated 15 June 1993.

Option Item 0104

The Level 3 drawing package to be provided hereunder shall be packaged and marked in accordance with Exhibit B, CDRL B001.

CLAUSES INCORPORATED BY FULL TEXT

5252.247-9507

PACKAGING AND MARKING OF REPORTS (NAVAIR) (OCT 2005)

(a) All unclassified data shall be prepared for shipment in accordance with best commercial practice. Classified reports, data and documentation, if any, shall be prepared for shipment in accordance with the National Industry Security Program Operating Manual, DoD 5220.22-M.

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

(1) Name and business address of contractor.

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

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

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

(5) Name of sponsoring individual.

(6) Name and address of requiring activity.

CLAUSES INCORPORATED BY FULL TEXT

5252.247-9508

PROHIBITED PACKING MATERIALS (NAVAIR) (JUN 1998)

The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper and similar hydroscopic or non-neutral material) is prohibited. In addition, loose fill polystyrene is prohibited for shipboard use.

5252.247-9510 PRESERVATION, PACKAGING, PACKING AND MARKING FOR FOREIGN MILITARY SALES (FMS) REQUIREMENTS (NAVAIR)(OCT 2005)

(a) Unless specified elsewhere in the contract, packing and packaging shall comply with MIL-STD-129 and other applicable DoD regulations. Packing and packaging materials shall provide protection from abuse during handling and from environmental, magnetic, and electrical damage during handling and subsequent future storage, possibly under less than desirable conditions.

(b) Marking: All unit and exterior containers/packs shall as a minimum be marked as follows:

(1) FMS Case Number.

(2) Part Number (with CAGE Code).

(3) For - the organization/address the material is shipped to.

(4) The applicable MILSTRIP number (identified separately for each line item of the contract/delivery order)

(5) Project Code number.

(6) Project Directive Line Item (PDLI) Number.

(7) Requisition Serial Number (RSN).

(8) Quantity.

(9) From - the contractor’s address shipped from.

(10) Ship to - the shipping address provided in the contract.

(11) Transportation Priority

(12) Required Delivery Date

(c) The contractor shall affix labels to the outside of each external pack warning all handlers that fragile, delicate, etc., equipment is contained within and to warn against particular improper handling and storage procedures/conditions as may be applicable to the item(s) ordered.

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

ADDITIONAL ACCEPTANCE CRITERIA

Section E – Inspection and Acceptance

Item 0001—Inspection and acceptance of the TMRR efforts provided hereunder shall be made by Government review and approval of data submittals under Exhibit A, Contract Data Requirements List, DD Form 1423. Acceptance of Item 0001 shall not be made until the Government has made final acceptance of all data submissions for which approval is required under Exhibit A and the Government has accepted all hardware deliverables under Item 0001.

Items 0001 —Inspection and acceptance of the TMRR Prototypes and TMRR Prototype Spares Kits will occur upon successful completion of the Acceptance Test Procedure approved under Exhibit A, Data Item A028.

Item 0002, and Option Items 0004 and 0103 – The technical data to be furnished hereunder shall be inspected and accepted in accordance with Exhibit A, Contract Data Requirements List.

Option Item 0003 -- The Reliability, Availability, Maintainability, and Integrated Diagnostics Testing (RAMID) to be provided hereunder shall be inspected and accepted in accordance with paragraphs 4.6.11.1 through 4.6.11.4, 4.6.11.5, 4.6.11.7, and 4.6.11.9 through 4.6.11.14 of Attachment 1, “Statement of Work for AN/SPN-50(V)1 SATR”.

Option Item 0101 -- Inspection and acceptance of the EMD efforts provided hereunder shall be made by Government review and approval of data submittals under Exhibit A, Contract Data Requirements List, DD Form 1423. Acceptance of Option Item 0101 shall not be made until the Government has made final acceptance of all data submissions for which approval is required under Exhibit A and the Government has accepted all hardware deliverables under Option Items 0101 and 0102.

Option Item 0102 – Inspection and Acceptance of the EMD Spares Kit for the prototypes will occur upon successful completion of the Acceptance Test Procedure approved under Exhibit A, Data Item A028.

Option Item 0103 – The Level 3 Drawing Package to be provided hereunder shall be inspected and accepted to ensure conformance with Exhibit B, Data Item B001 and to ensure that the Level 3 Drawing Package has been provided with Government Purpose Rights.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

5252.246-9512

INSPECTION AND ACCEPTANCE (NAVAIR) (OCT 2005)

(a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by [insert the accepting authority].

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

5252.246-9514

INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995)

Inspection and acceptance of technical data and information will be performed by the Procuring Contracting Officer (PCO) or his duly authorized representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be evidenced by execution of an unconditional DD Form 250, Material Inspection and Receiving Report, as appropriate, and/or upon receipt of a second endorsement acceptance by the PCO on the attachment to this contract entitled [insert title of attachment, e.g., NAWCTSD 4330/60 Data Item Transmittal/Acceptance/ Rejection Form]. The attached form will not be used for high cost data such as drawings, specifications, and technical manuals.

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

DELIVERIES OR PERFORMANCE

Accelerated delivery is acceptable, predicated upon written approval of the Contracting Officer, Naval Air Systems Command, Attn: Mr. Dan Gentry, AIR 2.2.1.4, Bldg 2272, Suite 256, 47123 Buse Road, Unit IPT, Patuxent River, MD 20670-1547, Email William.Gentry@navy.mil .

Item 0002 and Option Items 0004 and 0103 -The technical data to be furnished hereunder shall be delivered in accordance with Exhibit A of the Contract Data Requirements List, DD Form 1423.

Items 0101- EDM Hardware –

AN/SPN-50. The Contractor shall deliver to the Government one (1) complete AN/SPN-50, one complete unit in the production representative final configuration to the Government no later than 12 months After Receipt of Order (ARO). The Contractor shall also provide the hardware required for installation of the AN/SPN-50.

DELIVERY SCHEDULE – PROTOTYPES

Receiving Officer NAWC Patuxent River Webster Field Annex, Bldg. 8008, Room 116 St. Inigoes, MD 20684

301-995-6071

N3555A

TMRR Spares Kits for

Prototype 1

TMRR Spares Kits for

Prototypes 2

EMD Spares Kits for

Prototype 1

EMD Spares Kits for

Prototype 2

5252.211-9506

PROVISIONED ITEMS (FEB 1995)

Provisioned items shall be delivered in accordance with individual Provisioned Items Orders (PIOs) issued pursuant to [insert the applicable clause number]. The Government may order provisioned items for a period of up to twelve (12) months following delivery of [insert the CLIN and/or description of the item].

5252.245-9509

PLACE OF DELIVERY - GOVERNMENT FURNISHED MATERIAL (NAVAIR) (MAR 1999)

(a) The Government will furnish to the contractor for use in connection with this contract the following material at the time specified:

Material

Quantity

Date

[insert listing and description of Government furnished material and how many days after date of contract it will take for delivery]

(b) The material will be delivered at the Government’s expense to the location designated in the contractor’s proposal for performance. Delivery includes delivery either directly to the factory/warehouse street location, or to a designated private siding if delivery is by rail.

(c) Only the material listed above in the quantity shown will be furnished by the Government. All other material required for performance of this contractor shall be furnished by the contractor. Such Government-furnished material shall be delivered at or near contractor’s plant under Government bills of lading, free of expense to the contractor, on board the conveyance selected by the Government. When rail delivery is designated by the Government as a mode of transportation and drayage from a team track to the contractor’s plant is necessary, the contractor agrees to arrange for prompt unloading of cars, pick-up and delivery of material to his plant free of expense to the Government.

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 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 2.2.1.4

(2) ACO, Code [insert code].

[insert additional code addresses, as necessary]

(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:

Code

Name

Email

PMA213

ACO Code

AIR 2.2.1.4

Dan Gentry (PCO) william.gentry@navy.mil Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

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).

(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.

(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:

Issue By DoDAAC:

Admin DoDAAC:

Inspect By DoDAAC:

Ship To Code:

Ship From Code:

Mark For Code:

Service Approver (DoDAAC):

Service Acceptor (DoDAAC):

Accept at Other DoDAAC:

LPO DoDAAC:

DCAA Auditor DoDAAC:

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.

(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.

5252.211- 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.

5252.232-9511

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.

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

5252.209-9510

ORGANIZATIONAL CONFLICTS OF INTEREST (NAVAIR) (SERVICES)(MAR 2007)

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

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

(1) The restrictions set forth in paragraph (e) apply to supplies, services, and other performance rendered with respect to the suppliers and/or equipment listed in Attachment [insert attachment number]. [insert either “Task orders issued under the contract” or “The contract”] will specify to which suppliers and/or equipment subparagraph (f) restrictions apply.

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

(c) Waiver. Any request for waiver of the provisions of this clause shall be submitted in writing to the Procuring Contracting Officer. The request for waiver shall set forth all relevant factors including proposed contractual safeguards or job procedures to mitigate conflicting roles that might produce an Organizational Conflict of Interest. No waiver shall be granted by the Government with respect to prohibitions pursuant to access to proprietary data.

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

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

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

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

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

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

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

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

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

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

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

(e) Contracting restrictions.

[ ] (1) To the extent the contractor provides systems engineering and/or technical direction for a system or commodity but does not have overall contractual responsibility for the development, the integration, assembly and checkout (IAC) or the production of the system, the contractor shall not (i) be awarded a contract to supply the system or any of its major components or (ii) be a subcontractor or consultant to a supplier of the system or of its major components. The contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem, or major component utilized for or in connection with any item or other matter that is (directly or indirectly) the subject of the systems engineering and/or technical direction or other services performed under this contract for a period of [insert the period of prohibition] after the date of completion of the contract. (FAR 9.505-1(a))

[ ] (2) To the extent the contractor prepares and furnishes complete specifications covering nondevelopmental items to be used in a competitive acquisition, the contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor. This rule applies to the initial production contract, for such items plus a specified time period or event. The contractor agrees to prepare complete specifications covering non-developmental items to be used in competitive acquisitions, and the contractor agrees not to be a supplier to the Department of Defense, subcontract supplier, or a consultant to a supplier of any system or subsystem for which complete specifications were prepared hereunder. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems of their subsystems extends for a period of [insert the period of prohibition] after the terms of this contract. (FAR 9.505-2(a)(1))

[ ] (3) To the extent the contractor prepares or assists in preparing a statement of work to be used in competitively acquiring a system or services or provides material leading directly, predictably and without delay to such a work statement, the contractor may not supply the system, major components thereof or the services unless the contractor is the sole source, or a participant in the design or development work, or more than one contractor has been involved in preparation of the work statement. The contractor agrees to prepare, support the preparation of or provide material leading directly, predictably and without delay to a work statement to be used in competitive acquisitions, and the contractor agrees not to be a supplier or consultant to a supplier of any services, systems or subsystems for which the contractor participated in preparing the work statement. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of any services, systems or subsystems extends for a period of [insert the period of prohibition] after the terms of this contract. (FAR 9.505-2(b)(1))

[ ] (4) To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s interests. Contractor agrees to the terms and conditions set forth in the Statement of Work that are established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3)

[ ] (5) To the extent work to be performed under this contract requires access to proprietary data of other companies, the contractor must enter into agreements with such other companies which set forth procedures deemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long as it remains proprietary and (ii) to refrain from using the information for any other purpose other than that for which it was furnished. Evidence of such agreement(s) must be made available to the Procuring Contracting Officer upon request. The contractor shall restrict access to proprietary information to the minimum number of employees necessary for performance of this contract. Further, the contractor agrees that it will not utilize proprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) to perform additional services or studies for the United States Government. The contractor agrees to execute agreements with companies furnishing proprietary data in connection with work performed under this contract, obligating the contractor to protect such data from unauthorized use or disclosure so long as such data remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractor further agrees that such proprietary data shall not be used in performing for the Department of Defense additional work in the same field as work performed under this contract if such additional work is procured competitively. (FAR 9.505-4)

[ ] (6) Preparation of Statements of Work or Specifications. If the contractor under this contract assists substantially in the preparation of a statement of work or specifications, the contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem or major component utilized for or in connection with any item or work statement prepared or other services performed or materials delivered under this contract, and is procured on a competitive basis, by the Department of Defense with [insert the period of prohibition] after completion of work under this contract. The provisions of this clause shall not apply to any system, subsystem, or major component for which the contractor is the sole source of supply or which it participated in designing or developing. (FAR 9.505-4(b))

[ ] (7) Advisory and Assistance Services (AAS). If the contractor provides AAS services as defined in paragraph (d) of this clause, it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agrees not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the contractor performs similar work. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for AAS.

(f) Remedies. In the event the contractor fails to comply with the provisions of this clause, such noncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance is the result of conflicting financial interest involving contractor personnel performing work under this contract, the Government may require the contractor to remove such personnel from performance of work under this contract. Further, the Government may elect to exercise its right to terminate for default in the event of such noncompliance. Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, or statute or regulation.

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

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

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

(3) the dollar amount;

(4) the period of performance; and

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

5252.246-9518

LIQUIDATED DAMAGES (HARDWARE/SOFTWARE) (NAVAIR)(OCT 2005)

(a) Equipment (Hardware) and Software. For non-delivery of equipment or software the contractor shall pay to the Government, as fixed and agreed, liquidated damages for each calendar day’s delay beginning with the installation date(s) specified in section [insert section of contract where it specifies the installation date(s)], but not for more than one hundred eighty (180) days as follows:

(1) Total System. The contractor is expected to install all the equipment and deliver the operating software in accordance with his functional specifications including the special features and accessories included on the same order with the equipment and software. If the contractor fails to fulfill this requirement and, as a result, no portion of the total system is ready for use on the installation date, then the liquidated damages shall be assessed. Such liquidated damages shall be counted on the basis of each calendar day or delay at a rate of [insert percentage rate at which liquidated damages shall be computed on the basis of each calendar day of delay] of the total month charge or [insert the percentage of purchase pricefor the ordered equipment and software] of the purchase price for the ordered equipment and software, depending on whether ordered for rental or purchase. The total amount shall not exceed fifty (50%) percent of the purchase price or one hundred (100%) percent of the total monthly charge.

(2) Machines. When an installation date is specified on an order for machines to be added subsequent to the initial system installation date, and the contractor fails to install, ready for use, any such machines [including special features, any operating software, and accessories] on or before the required installation date, liquidated damages shall be assessed. Such liquidated damages shall be computed on the basis of each calendar day of delay at a rate of [insert the percentage rate at which liquidated damages shall be computed on the basis of each calendar day or delay for rental, and will be assessed against monthlycharge] the monthly charge for machine(s) that cannot be used as a direct result of the delay or [insert the percentage of purchase price for the ordered machine] of the purchase price of each machine, depending on whether the machine is ordered for rental or purchase. Liquidated damages shall cease upon the day the machine is installed and determined ready for use. Total amount shall not exceed fifty (50%) percent of the purchase price of one hundred (100%) percent of the total monthly charge.

(3) Partial Installation. If some, but not all, of the equipment and software on order is installed/ delivered, ready for use, by the installation date, and if the Government uses any such installed equipment and/or delivered software, liquidated damages shall not accrue against these items for any calendar day on which they are used. In this event for each day’s delay, the contractor shall pay, depending on whether ordered for rental or purchase, [insert the percentage rate at which liquidated damages shall be computed on the basis of total monthly charge (if rental)] of the total monthly charge or [insert percentage rate at which liquidated damages shall be computed on the basis of total purchase price] of the purchase price, for each item of equipment and software not installed/delivered, as well as for each installed/delivered item which as a result cannot be used by the Government. Total amount may not exceed fifty (50%) percent of the purchase price or one hundred (100%) percent of the total monthly charge.

(b) Software. Substitute Equipment. If the contractor fails to deliver, on or before the specified delivery date, all the operating software or if the delivered operating software fails to conform to the functional descriptions set forth in Section C, then the provisions of (a)(2) shall apply with respect to liquidated damages.

(c) Exception. Except with respect to defaults of subcontractors, the contractor shall not be liable for liquidated damages when delays arise from causes beyond the control of and without the fault or negligence of the contractor. Such causes may include, but are not restricted to, Acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delay must be beyond the control of and without the fault or negligence of the contractor. If the delays are caused by the default of a subcontractor, and such delay is beyond the control of both the contractor and the subcontractor and without the fault or negligence of either of them, the contractor shall not be liable for liquidated damages for such delay, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the contractor to meet the required performance schedule.

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.

5252.237-9512 AGREEMENT FOR RESEARCH WITH EDUCATIONAL INSTITUTIONS AND NONPROFIT ORGANIZATIONS (NAVAIR) (OCT 2005)

The parties mutually agree that:

(a) [Insert name and title of the principal investigator] will bear the primary responsibility for the conduct of the research and will exercise judgment towards attaining the stated research objectives.

(b) [Insert name and title of the principal investigator] named the Principal Investigator based upon his knowledge of the field of study and his capabilities to manage the research project in an efficient and productive manner. Furthermore, he shall be continuously responsible for the conduct of the research project and be closely involved with the research efforts. The Principal Investigator will devote approximately [insert number of hours] hours to this research effort.

(c) The contractor will obtain the Contracting Officer’s approval before it can change the Principal Investigator, or to continue the research work during a continuous period in excess of [insert number ofmonths] months without the participation of the approved Principal Investigator.

(d) The contractor will advise the Contracting Officer if the Principal Investigator will, or plans to, devote substantially less efforts to the work than anticipated.

(e) The contractor shall obtain the Contracting Officer’s approval to change:

(1) the methodology or experiment stated in the contract.

(2) the stated objectives of the research effort.

(3) the phenomenon or phenomena under study.

5252.217-9500

ORDERING - PROVISIONED ITEMS (FIXED-PRICE) (NAVAIR)(OCT 2005) - ALT I (OCT 2005)

(a) Contract Modification - Provisioned Items and Other Requirements to be Furnished When Ordered by the Government. The contractor shall furnish supplies or other requirements under the Item(s) set forth in this clause when a contract modification is issued by the Government in accordance with the procedures specified herein. The Government shall not be liable for any expenses incurred by the contractor under any Item set forth herein until a contract modification is issued by the Government.

(b) Contractor Qualifying Proposal - Requirements Being Ordered. When required by the [insert either “Administrative Contracting Officer (ACO)” or “Procuring Contracting Officer (PCO)], the contractor shall submit a qualifying proposal for the requirements the Government contemplates ordering hereunder. Such proposal shall be supported by cost or pricing data as prescribed in FAR 15.403 and DFARS 215.403 unless such requirement has been waived for orders under the contract pursuant to FAR 15.403. Certification of the cost or pricing data shall be made upon agreement on price.

(c) Ordering Period and Terminal Date for Delivery or Performance. Contract modifications for supplies or other requirements may be issued during the period covered by this contract at any time prior to the delivery date of the last article under the applicable Item called for in Section B hereof for which the supplies or other requirements are being procured. Contract modifications issued in accordance with this clause shall provide that deliveries or performance shall be completed not later than fourteen (14) months after the delivery of the last article under the applicable Item called for in Section B hereof, for which the supplies or other requirements are being procured.

(d) Ordering. For the purposes of this contract, the [insert either “ACO” or “PCO”] is the ordering activity. The [insert either “ACO” or “PCO”] will issue contract modifications for supplies or other requirements to be furnished by the contractor in accordance with requirements specified by the cognizant provisioning or requiring activity designated in paragraph (q) below. Each contract modification issued in accordance with paragraph (e) or (f) below shall -

(1) be prepared on Standard Form 30 (Amendment of Solicitation/Modification of Contract);

(2) be numbered as a modification to this contract in accordance with DFARS 204.7106;

(3) state that the contract modification is issued in accordance with this clause;

(4) identify the Item number set forth in Section B of the Schedule under which the supplies or other requirements are being procured (new contract line item number(s) shall not be assigned in any contract modification issued by the ACO.

(5) set forth in full detail the supplies or other requirements and the quantities being procured (deliverable requirements shall be set forth in a contract exhibit (see paragraph (m) below));

(6) include as an Exhibit, DD Form 1423, Contract Data Requirements List, using the exhibit identifier designated in Section B for the Item number, whenever data is ordered under any contract line item number which does not refer to a contract exhibit attached to the contract;

(7) set forth packing and marking requirements for supplies being procured (see FAR 47.305-10 and DFARS 247.305-10);

(8) set forth consignment instructions for supplies being procured to the extent they are known at the time the contract modification is issued (see FAR 47.305-10 and DFARS 247.305-10);’

(9) set forth the negotiated delivery or performance dates;

(10) identify those items, if any, subject to the “Limitation of Liability - High-Value Items” clause, if included in this contract;

(11) obligate funds to cover priced orders issued under paragraph (e) below or ceiling priced orders issued under paragraph (f) below;

(12) set forth the applicable accounting and appropriation data (to be provided to the Cognizant Contracting Officer by the cognizant provisioning or requiring activity (see paragraph (q) below)); and

(13) be given the same distribution as this contract, except that distribution of voluminous contract exhibits shall be limited to: (i) the contractor; (ii) the contract administration office; (iii) the cognizant provisioning or requiring activity; (iv) the paying office, and (v) the accounting office.

(e) Issuance of Contract Modifications Covering Priced Orders. For each order placed pursuant to this clause, the Cognizant Contracting Officer will prepare a supplemental agreement to this contract in the form of a priced order when supplies or other requirements are to be furnished by the contractor unless otherwise provided for under paragraph (f) below. The supplies or other requirements being procured shall be clearly defined in the supplemental agreement. Such supplemental agreement shall be priced and otherwise definitive at the time of issuance and shall be signed by the contractor and the Cognizant Contracting Officer.

(f) Issuance of Contract Modifications Covering Ceiling Priced Orders. In those cases where it is not possible to price supplies or other requirements in accordance with paragraph (e) above due to urgency such as safety-of-flight or readiness impact, the Cognizant Contracting Officer will prepare a supplemental agreement to this contract in the form of a ceiling priced order. A ceiling priced order shall not be used to obtain contractor support services. Each ceiling priced order shall clearly define the supplies or other requirements being procured and shall set forth a not-to-exceed ceiling price and shall specify the total ceiling price for the DFARS Clause 252.217-7027, “Contract Definitization”.