RFP_09.18.15_(track_changes).pdf

CODE

(Hour)

PAGE(S)

until 02:00 PM local time 20 Oct 2015

X

A

X B

X C X D

EX

X

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F 34 - 43

44 - 64

X H 65 - 67

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA

FAR (48 CFR) 53.214(c)

1 67

(If other than Item 7) S3309A

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

N00019 8. ADDRESS OFFER TO

9. Sealed offers in original and 8 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and

Section L, Part A Para 4.1 conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 3

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

5 - 6

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

7 - 9

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 11 - 13 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 14 - 16 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

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

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

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

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

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

17 - 32

PART II - CO NTRACT CLAUSES

NAVAL AIR SYSTEMS COMMAND

AIR-2.2.1.4 SUITE 453 BLDG 2272

47123 BUSE ROAD UNIT IPT

PATUXENT RIVER MD 20670

DCMA GARDEN CITY

605 STEWART AVENUE

GARDEN CITY NY 11530-4761

SEE SECTION A

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00019-15-R-0081

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Each

EDM #1

FFP

Engineering Development Models Pre-CDR Configuration with Spares

FOB: Destination

NET AMT

0002 1 Each

EDM #2

FFP

Engineering Development Models Pre-CDR Configuration with Spares

0003 1 Lot Engineering & Manufacturing NRE

CPIF

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

0004 Lot Technical and Administrative Data

Not Separately Priced

Section C - Descriptions and Specifications

DESCRIPTIONS AND SPECIFICATION

Items 0001 and 0002 –Engineering Development Model (EDM) #1 and the associated spares in the Pre-Critical

Design Review (CDR) configuration shall be manufactured and provided to the Government SATR Lab for testing and EDM #2 and the associated spares in the Pre-CDR configuration shall be manufactured and remain at the contractor’s plant for testing in accordance with paragraph 4.1 of Attachment 1, “Statement of Work for Shipboard

Air Traffic Radar (SATR) AN/SPN-50(V)(1)”, dated 15 September 20155 October 2015.

Item 0003 – The Engineering and Manufacturing Development (EMD) non-recurring efforts are to develop, test and update the contractor design to a Post-CDR configuration in accordance with Attachment 1, “Statement of Work for

Shipboard Air Traffic Radar (SATR) AN/SPN-50(V)(1)”, dated 15 September 2015 5 October 2015 and

Attachment 2, “Systems Requirements Document (System Specification) for Shipboard Air Traffic Radar AN/SPN-

50(V)1”, dated 02 October 201514 September 2015. EDM #3 and the associated spares in the Post-CDR configuration shall be manufactured, tested and delivered. EDMs #1 and #2 shall be updated to and tested in the

Post-CDR configuration. Spares shall be provided for the Post-CDR EDMs #1 and #2.

Item 0004 – The technical and administrative data required hereunder shall be provided in accordance with Exhibit

A, Contract Data Requirements List, DD Form 1423.

Section D - Packaging and Marking

DELIVERIES AND PERFORMANCE

Items 0001 and 0002 –EDM #1 and associated spares in the Pre-CDR configuration shall be preserved, packed, and packaged in accordance with MIL-E-17555H, dated 15 November 1984, and Interim Amendment 2, dated 2

November 1992 and shipped to the SATR Lab in St. Inigoes, MD. EDM #2 and associated spares in the Post-CDR configuration shall be preserved, packed, and packaged in accordance with MIL-E-17555H, dated 15 November

1984, and Interim Amendment 2, dated 2 November 1992 and shipped to the SATR Lab in St. Inigoes, MD.

Preservation, packaging, and marking shall be at the following levels:

Preservation and Packaging Level A

Packing Level C

Item 0003 – EDM #3 and associated spares in the Post-CDR configuration shall be preserved, packed, and packaged in accordance with MIL-E-17555H, dated 15 November 1984, and Interim Amendment 2, dated 2 November 1992 and shipped to a Government Lab on the east coast of the United States. Preservation, packaging, and marking shall be at the following levels:

Preservation and Packaging Level A

Packing Level C

Item 0004 – The technical and administrative data to be furnished in accordance with Exhibit A, Contract Data

Requirements List, DD Form 1423, shall be adequately packaged and packed to ensure safe delivery at destination.

UNPACKING INSTRUCTION: COMPLEX OR DELICATE EQUIPMENT

(a) Location on Container. When practical, one set of the unpacking instructions will be placed 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.

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.

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.

5252.247-9514 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

Item 0001 – Inspection and Acceptance of EDM # 1 and associated spares in the Pre-CDR configuration shall occur upon successful completion of the factory performance testing in accordance with paragraph 4.1 of Attachment 1, “Statement of Work for Shipboard Air Traffic Radar (SATR) AN/SPN-50(V)(1)”, dated 15 September 2015 5

October 2015. Acceptance shall be made via a DD-250, “Material Inspection and Receiving Report”.

Item 0002 –Inspection and Acceptance of EDM # 2 and associated spares in the Pre-CDR configuration shall occur upon successful completion of the factory performance testing in accordance with paragraph 4.1of Attachment 1, “Statement of Work for Shipboard Air Traffic Radar (SATR) AN/SPN-50(V)(1)”, dated 15 September 20155

October 2015. Acceptance shall be made via a DD-250, “Material Inspection and Receiving Report”.

Item 0003 – Inspection and acceptance of the nonrecurring engineering & manufacturing development efforts to be provided hereunder shall be made by Government review and approval of data submittals under Exhibit A, Contract

Data Requirements List, DD Form 1423. Final acceptance of Item 0003 shall not occur until the Government has made final acceptance of all data submissions for which approval is required under Exhibit A, acceptance has been made of the upgrades of EDM # 1 and EDM # 2 to the Post CDR configuration, and acceptance has been made of

EDM # 3 in the Post-CDR configuration. Acceptance of the upgrades of EDM # 1 and EDM # 2 to the Post-CDR configuration shall occur upon successful completion of the Government approved Systems Operation and

Verification Test (SOVT) demonstrating compliance with Attachment 2, “Systems Requirements Document

(System Specification) for Shipboard Air Traffic Radar AN/SPN-50(V)1”, dated 14 September 2015. Acceptance of the upgrades of EDM # 1 and EDM # 2 shall be made via a DD-250, ‘Material Inspection and Receiving Report”.

Acceptance of EDM # 3 in the Post-CDR configuration shall occur upon successful completion of the Government approved Systems Operation and Verification Test (SOVT) demonstrating compliance with Attachment 2, “Systems

Requirements Document (System Specification) for Shipboard Air Traffic Radar AN/SPN-50(V)1”, dated 02

October 201514 September 2015. Acceptance of EDM # 3 shall be made via a DD-250, “Material Inspection and

Receiving Report”.

Item 0004 - The technical and administrative data required hereunder shall be inspected and accepted in accordance with Exhibit A, Contract Data Requirements List, DD Form 1423.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A Government N/A Government

0002 N/A N/A N/A Government

0003 N/A N/A N/A Government

0004 N/A N/A N/A Government

CLAUSES INCORPORATED BY REFERENCE

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

52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001

52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

52.246-16 Responsibility For Supplies APR 1984

252.246-7000 Material Inspection And Receiving Report MAR 2008

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard selected below.

[The Contracting Officer insert the title, number, date, and tailoring (if any) of the higher-level quality standards.]

Title Number Date Tailoring

[x] Quality Systems ISO/ASQ-9001 2008 N/A

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph

(a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in--

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require-- (i) Control of such things as design, work operations, in-process control, testing, and inspection; or (ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

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:

NAVAL AIR WARFARE CENTER AD-PAX

RECEIVING OFFICER

BLDG 8115

17598 WEBSTER FIELD ROAD

ST INIGOES MD 20684-4013

301-872-9503

DoDAAC: N3555A

(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 60th day after the contractor delivered the supplies or performed the services.

Section F - Deliveries or Performance

DELIVERIES OF PERFORMANCE

Accelerated delivery is acceptable predicated upon the 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 0001 - The Contractor shall manufacture EDM #1 and associated spares in the Pre-CDR configuration and deliver EDM #1 and associated spares in the Pre-CDR configuration to Naval Air Warfare Center, Webster Field, no later than 16 months after contract award to the following address:

Receiving Officer

NAWC Patuxent River Webster Field Annex, Building 8008, Room 116

St. Inigoes, MD 20684

Phone: (301) 995-6071

F.O.B. Destination

Item 0002 – The Contractor shall deliver EDM #2 and associated spares in the Pre-CDR configuration and start testing at the Contractor’s facility no later than 19 months after contract award.

Item 0003 –The nonrecurring engineering and manufacturing development efforts to be provided hereunder shall be completed and delivered no later than 75 months after contract award. The Contractor shall complete the update of

EDM # 1 to the Post-CDR configuration at NAWC Patuxent River Webster Field Annex within 18 months after completion of CDR. The Contractor shall update EDM #2 to the Post-CDR configuration and deliver EDM #2 with

Spares to the Government no later than 18 months after completion of CDR to the following address:

Receiving Officer

NAWC Patuxent River Webster Field Annex, Building 8008, Room 116

St. Inigoes, MD 20684

Phone: (301) 995-6071

F.O.B. Destination

The Contractor shall deliver EDM Unit #3 with spares in the Post-CDR configuration to a Navy Lab in the eastern

United States no later than 12 months after completion of CDR. The address will be provided by the PCO 60 days prior to shipping.

Item 0004 - The technical and administrative data required hereunder shall be delivered in accordance with Exhibit

A, Contract Data Requirements List, DD Form 1423.

52.242-15 Stop-Work Order AUG 1989

52.242-17 Government Delay Of Work APR 1984

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

52.247-55 F.O.B. Point For Delivery Of Government-Furnished

Property

JUN 2003

252.247-7023 Transportation of Supplies by Sea APR 2014 mailto:william.gentry@navy.mil

Section G - Contract Administration Data

ITEMS 0001 AND 0002

The Contractor may submit progress payment requests for incurred costs under Items 0001 and 0002 in accordance with FAR 52.236-16, “Progress Payments (APR 2012)”, which can be found in full text in Section I.

252.204-0002 LINE ITEM SPECIFIC: SEQUENTIAL ACRN ORDER (SEP 2009)

The payment office shall make payment in sequential ACRN order within the line item, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: Alpha/Alpha;

Alpha/numeric; numeric/alpha; and numeric/numeric.

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

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.

5252.227-9505 TECHNICAL DATA AND COMPUTER SOFTWARE IDENTIFICATION IN

ENGINEERING CHANGE PROPOSALS (ECPs) (NAVAIR)(AUG 1987)

Each Engineering Change Proposal (ECP) submitted by the Contractor shall identify each item of technical data and computer software delivered by the Contractor under any prior Navy contract required to be revised as a result of the proposed change and shall include an estimated price and cost proposal to furnish the revisions.

5252.227-9507 NOTICE REGARDING THE DISSEMINATION OF EXPORT-CONTROLLED

TECHNICAL DATA (NAVAIR) (OCT 2005)

(a) Export of information contained herein, which includes release to foreign nationals within the United States, without first obtaining approval or license from the Department of State for items controlled by the International

Traffic in Arms Regulations (ITARS), or the Department of Commerce for items controlled by the Export

Administration Regulations (EAR), may constitute a violation of law.

(b) For violation of export laws, the contractor, its employees, officials or agents are subject to:

(1) Imprisonment and/or imposition of criminal fines; and

(2) Suspension or debarment from future Government contracting actions.

(c) The Government shall not be liable for any unauthorized use or release of export-controlled information, technical data or specifications in this contract.

(d) The contractor shall include the provisions or paragraphs (a) through (c) above in any subcontracts awarded under this contract.

5252.227-9511 DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION

(NAVAIR) (FEB 2009)

(a) During the performance of this contract, the Government may use an independent services contractor (ISC), who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluations, or independent verification and validations of technical documents submitted to the Government during performance.

(b) The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to the prime contractor. The prime contractor is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in paragraph (a) above.

(c) Since the ISC is neither an employee nor an agent of the Government, any findings, recommendations, analyses, or conclusions of such a contractor are not those of the Government.

(d) The prime contractor acknowledges that the Government has the right to use ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the prime contractor.

(e) To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any

ISC as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will be provided to the Procuring Contracting Officer.

5252.245-9500 GOVERNMENT PROPERTY FOR THE PERFORMANCE OF THIS CONTRACT

(NAVAIR)(MAY 2014)

(a) Authorization is granted to use the Government property identified below without rental charge in the performance of this contract and subcontracts of any tier issued hereunder (see FAR 45.201(a) for further information regarding identification requirements) :

(1) Government property currently accountable and managed under the following contracts:

[List Government property and applicable contract number(s). Refer to NMCARS 5245.311 if transferring

Government property between contracts. If none, then enter “NONE”]

Contract

Number

Nomenclature/

Description

Part/

Model/

Number

Mfg Serial

Number

(Unique

Item

Identifier)

Quantity/

Unit of

Issue

As Is:

Yes/No

Unit Acq

Cost

(2) Government furnished property to be provided under this contract:

EDM # 1 in the Pre CDR Configuration from date of Government acceptance of EDM # 1 through the

Upgrade of EDM # 1 to the Post CDR Configuration

EDM # 2 in the Pre CDR Configuration from date of Government acceptance of EDM # 2 through the

Upgrade of EDM # 2 to the Post CDR Configuration

Nomenclature/

Description

Part/ Model

Number and

National

Stock

Number

Mfg Serial

Number

(Unique

Item

Identifier)

Quantity/

Unit of

Issue

As Is:

Yes/No

(3) Government furnished material, as defined in FAR 45.101, to be provided under this contract:

[List Government material here. If none, then enter “NONE”.]

Nomenclature/

Part Number Mfg Unit of

Issue

Quantity As Is:

Yes/No

(4) If authority has been granted in accordance with FAR 51.102, Contractor access to

Government supply sources is authorized for the following items. Paragraph (b) does not apply to purchases under the NMCI/CoSC contract.

[List items AND quantity authorized for requisition. If none, then enter “NONE”.]

Schedule/Soure Nomenclatue/

Part

Number

Mfg Unit of Issue Quantity Authorized Unit Acq

(b) The contractor shall prepare requisition documentation for the items listed in paragraph (a)(4) above in accordance with the “Military Standard Requisitioning and Issue Procedures (MILSTRIP) for Defense Contractors”, DoD 4000.25-1- M, Chapter 11, which is available at http://www2.dla.mil/j-6/dlmso/elibrary/manuals/dlm/dlm-pubs.asp. The contractor shall submit all requisitions for material from the supply system to the Material Control

Activity specified in Section G of this contract.

(c) Government property provided above (except for special tooling and special test equipment as defined in FAR

2.101) shall not be installed or constructed or otherwise affixed to property not owned by the Government in such a fashion as to be nonseverable unless written authorization has been obtained from the Contracting Officer.

(d) The contractor is responsible for scheduling the use of all property covered by this clause and the Government shall not be responsible for conflicts, delays, or disruptions to any work performed by the contractor due to use of any or all such property, either under this contract or any other contracts under which use of such property is authorized.

Section I - Contract Clauses

52.202-1 Definitions NOV 2013

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees MAY 2014

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

52.203-7 Anti-Kickback Procedures MAY 2014

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

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014

52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

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

52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

APR 2014

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

Content Paper

MAY 2011

52.204-7 System for Award Management JUL 2013

52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

JUL 2013

52.204-13 System for Award Management Maintenance JUL 2013

52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for

Debarment

AUG 2013

52.209-10 Prohibition on Contracting With Inverted Domestic

Corporations

DEC 2014

52.210-1 Market Research APR 2011

52.211-5 Material Requirements AUG 2000

52.211-15 Defense Priority And Allocation Requirements APR 2008

52.215-2 Audit and Records--Negotiation OCT 2010

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

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011

52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010

52.215-14 Integrity of Unit Prices OCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Alt II Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

(Oct 2010) - Alternate II

OCT 1997

52.215-23 Limitations on Pass-Through Charges OCT 2009 Applicable CLINs:

52.216-7 Allowable Cost And Payment JUN 2013 Applicable CLINs:

52.219-8 Utilization of Small Business Concerns OCT 2014

52.219-9 Small Business Subcontracting Plan OCT 2014

52.222-19 Child Labor -- Cooperation with Authorities and Remedies JAN 2014

52.222-20 Contracts for Materials, Supplies, Articles, and Equipment

Exceeding $15,000

MAY 2014

52.222-21 Prohibition Of Segregated Facilities APR 2015

52.222-26 Equal Opportunity APR 2015

52.222-35 Equal Opportunity for Veterans JUL 2014

52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014

52.222-37 Employment Reports on Veterans JUL 2014

52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015

52.222-54 Employment Eligibility Verification AUG 2013

52.223-6 Drug-Free Workplace MAY 2001

52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

52.227-1 Authorization and Consent DEC 2007

52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

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

52.228-7 Insurance--Liability To Third Persons MAR 1996 Applicable CLINs:

52.229-3 Federal, State And Local Taxes FEB 2013 Applicable CLINs:

0001, 0002

52.230-2 Cost Accounting Standards MAY 2014

52.230-6 Administration of Cost Accounting Standards JUN 2010

52.232-1 Payments APR 1984 Applicable CLINs:

0001, 0002

52.232-8 Discounts For Prompt Payment FEB 2002 Applicable CLINs:

0001, 0002

52.232-9 Limitation On Withholding Of Payments APR 1984

52.232-11 Extras APR 1984 Applicable CLINs:

0001, 0002

52.232-16 Progress Payments APR 2012 Applicable CLINs:

0001, 0002

52.232-17 Interest MAY 2014

52.232-22 Limitation Of Funds APR 1984 Applicable CLINs:

52.232-23 Alt I Assignment of Claims (May 2014) - Alternate I APR 1984

52.232-25 Prompt Payment JUL 2013

52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Alt I Disputes (May 2014) - Alternate I DEC 1991

52.233-3 Protest After Award AUG 1996 Applicable CLINs:

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

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

52.242-1 Notice of Intent to Disallow Costs APR 1984 Applicable CLINs:

52.242-3 Penalties for Unallowable Costs MAY 2014 Applicable CLINs:

52.242-4 Certification of Final Indirect Costs JAN 1997 Applicable CLINs:

52.242-13 Bankruptcy JUL 1995

52.243-1 Changes--Fixed Price AUG 1987 Applicable CLINs:

0001, 0002

52.243-2 Alt V Changes--Cost-Reimbursement (Aug 1987) - Alternate V APR 1984 Applicable CLINs:

52.243-6 Change Order Accounting APR 1984

52.244-5 Competition In Subcontracting DEC 1996 Applicable CLINs:

52.244-6 Subcontracts for Commercial Items MAR 2015

52.245-1 Government Property APR 2012

52.245-9 Use And Charges APR 2012

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

52.247-1 Commercial Bill Of Lading Notations FEB 2006

52.247-68 Report of Shipment (REPSHIP) FEB 2006

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

Price)

APR 2012 Applicable CLINs:

0001, 0002

52.249-6 Termination (Cost Reimbursement) MAY 2004 Applicable CLINs:

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

0001, 0002

52.249-14 Excusable Delays APR 1984 Applicable CLINs:

52.253-1 Computer Generated Forms JAN 1991

252.201-7000 Contracting Officer's Representative DEC 1991

252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

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

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013

252.203-7003 Agency Office of the Inspector General DEC 2012

252.203-7004 Display of Fraud Hotline Poster(s) JAN 2015

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7004 Alt A Alternate A System for Award Management FEB 2014

252.204-7006 Billing Instructions OCT 2005

252.204-7012 Safeguarding of Unclassified Controlled Technical

Information

NOV 2013

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

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

The Government of a Country that is a State Sponsor of

Terrorism

DEC 2014

252.211-7000 Acquisition Streamlining OCT 2010

252.211-7007 Reporting of Government-Furnished Property AUG 2012

252.211-7008 Use of Government-Assigned Serial Numbers SEP 2010

252.215-7000 Pricing Adjustments DEC 2012

252.215-7002 Cost Estimating System Requirements DEC 2012

252.219-7003 Small Business Subcontracting Plan (DOD Contracts) OCT 2014

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

252.223-7004 Drug Free Work Force SEP 1988

252.223-7008 Prohibition of Hexavalent Chromium JUN 2013

252.225-7001 Buy American And Balance Of Payments Program-- Basic

(Nov 2014)

NOV 2014

252.225-7002 Qualifying Country Sources As Subcontractors DEC 2012

252.225-7004 Report of Intended Performance Outside the United States and Canada--Submission after Award

OCT 2010

252.225-7009 Restriction on Acquisition of Certain Articles Containing

Specialty Metals

OCT 2014

252.225-7012 Preference For Certain Domestic Commodities FEB 2013

252.225-7013 Duty-Free Entry--Basic (Nov 2014) NOV 2014

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

252.225-7041 Correspondence in English JUN 1997

252.225-7048 Export-Controlled Items JUN 2013

252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business

Concerns

SEP 2004

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014

252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7015 Alt I Technical Data--Commercial Items (FEB 2014) Alternate I DEC 2011

252.227-7016 Rights in Bid or Proposal Information JAN 2011

252.227-7017 Identification and Assertion of Use, Release, or Disclosure

Restrictions

JAN 2011

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

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

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

252.227-7037 Validation of Restrictive Markings on Technical Data JUN 2013

252.227-7038 Patent Rights--Ownership by the Contractor (Large Business) JUN 2012

252.231-7000 Supplemental Cost Principles DEC 1991

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7010 Levies on Contract Payments DEC 2006

252.234-7002 Earned Value Management System MAY 2011

252.235-7010 Acknowledgment of Support and Disclaimer MAY 1995

252.239-7001 Information Assurance Contractor Training and Certification JAN 2008

252.239-7018 Supply Chain Risk NOV 2013

252.242-7004 Material Management And Accounting System MAY 2011

252.242-7005 Contractor Business Systems FEB 2012

252.242-7006 Accounting System Administration FEB 2012

252.243-7002 Requests for Equitable Adjustment DEC 2012

252.244-7000 Subcontracts for Commercial Items JUN 2013

252.244-7001 Contractor Purchasing System Administration MAY 2014 Applicable CLINs:

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

Property

APR 2012

252.245-7002 Reporting Loss of Government Property APR 2012

252.245-7003 Contractor Property Management System Administration APR 2012

252.245-7004 Reporting, Reutilization, and Disposal MAY 2013

252.246-7001 Warranty Of Data MAR 2014

252.246-7003 Notification of Potential Safety Issues JUN 2013

252.246-7007 Contractor Counterfeit Electronic Part Detection and

Avoidance System

MAY 2014

252.249-7002 Notification of Anticipated Contract Termination or

Reduction

OCT 2010

52.216-10 INCENTIVE FEE (JUN 2011)

(a) General. The Government shall pay the Contractor for performing this contract a fee determined as provided in this contract.

(b) Target cost and target fee. The target cost and target fee specified in the Schedule are subject to adjustment if the contract is modified in accordance with paragraph (d) below.

(1) “Target cost,” as used in this contract, means the estimated cost of this contract as initially negotiated, adjusted in accordance with paragraph (d) below.

(2) “Target fee,” as used in this contract, means the fee initially negotiated on the assumption that this contract would be performed for a cost equal to the estimated cost initially negotiated, adjusted in accordance with paragraph

(d) below.

(c) Withholding of payment. (1) Normally, the Government shall pay the fee to the Contractor as specified in the

Schedule. However, when the Contracting Officer considers that performance or cost indicates that the Contractor will not achieve target, the Government shall pay on the basis of an appropriate lesser fee. When the Contractor demonstrates that performance or cost clearly indicates that the Contractor will earn a fee significantly above the target fee, the Government may, at the sole discretion of the Contracting Officer, pay on the basis of an appropriate higher fee.

(2) Payment of the incentive fee shall be made as specified in the Schedule; provided that the Contracting

Officer withholds a reserve not to exceed 15 percent of the total incentive fee or $100,000, whichever is less, to protect the Government's interest. The Contracting Officer shall release 75 percent of all fee withholds under this contract after receipt of an adequate certified final indirect cost rate proposal covering the year of physical completion of this contract, provided the Contractor has satisfied all other contract terms and conditions, including the submission of the final patent and royalty reports, and is not delinquent in submitting final vouchers on prior years’ settlements. The Contracting Officer may release up to 90 percent of the fee withholds under this contract based on the Contractor’s past performance related to the submission and settlement of final indirect cost rate proposals.

(d) Equitable adjustments. When the work under this contract is increased or decreased by a modification to this contract or when any equitable adjustment in the target cost is authorized under any other clause, equitable adjustments in the target cost, target fee, minimum fee, and maximum fee, as appropriate, shall be stated in a supplemental agreement to this contract.

(e) Fee payable.

(1) The fee payable under this contract shall be the target fee increased by 50 cents for every dollar that the total allowable cost is less than the target cost or decreased by 50 cents for every dollar that the total allowable cost exceeds the target cost. In no event shall the fee be greater than * percent or less than 3 percent of the target cost.

(2) The fee shall be subject to adjustment, to the extent provided in paragraph (d) above, and within the minimum and maximum fee limitations in subparagraph (1) above, when the total allowable cost is increased or decreased as a consequence of (i) payments made under assignments or (ii) claims excepted from the release as required by paragraph (h)(2) of the Allowable Cost and Payment clause.

(3) If this contract is terminated in its entirety, the portion of the target fee payable shall not be subject to an increase or decrease as provided in this paragraph. The termination shall be accomplished in accordance with other applicable clauses of this contract.

(4) For the purpose of fee adjustment, “total allowable cost” shall not include allowable costs arising out of--

(i) Any of the causes covered by the Excusable Delays clause to the extent that they are beyond the control and without the fault or negligence of the Contractor or any subcontractor;

(ii) The taking effect, after negotiating the target cost, of a statute, court decision, written ruling, or regulation that results in the Contractor's being required to pay or bear the burden of any tax or duty or rate increase in a tax or duty;

(iii) Any direct cost attributed to the Contractor's involvement in litigation as required by the Contracting

Officer pursuant to a clause of this contract, including furnishing evidence and information requested pursuant to the

Notice and Assistance Regarding Patent and Copyright Infringement clause;

(iv) The purchase and maintenance of additional insurance not in the target cost and required by the

Contracting Officer, or claims for reimbursement for liabilities to third persons pursuant to the Insurance-Liability to

Third Persons clause;

(v) Any claim, loss, or damage resulting from a risk for which the Contractor has been relieved of liability by the Government Property clause; or

(vi) Any claim, loss, or damage resulting from a risk defined in the contract as unusually hazardous or as a nuclear risk and against which the Government has expressly agreed to indemnify the Contractor.

(5) All other allowable costs are included in “total allowable cost” for fee adjustment in accordance with this paragraph (e), unless otherwise specifically provided in this contract.

(f) Contract modification. The total allowable cost and the adjusted fee determined as provided in this clause shall be evidenced by a modification to this contract signed by the Contractor and Contracting Officer.

(g) Inconsistencies. In the event of any language inconsistencies between this clause and provisioning documents or Government options under this contract, compensation for spare parts or other supplies and services ordered under such documents shall be determined in accordance with this clause.

* Offeror fill-in required. See Section L Paragraph 2.3.1.5, “Fee”, on page 59 of the RFP

Applicable CLINs: 0003

52.232-16 PROGRESS PAYMENTS (APR 2012)

The Government will make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly in amounts of $2,500 or more approved by the Contracting Officer, under the following conditions:

(a) Computation of amounts.

(1) Unless the Contractor requests a smaller amount, the Government will compute each progress payment as

80 percent of the Contractor's total costs incurred under this contract whether or not actually paid, plus financing payments to subcontractors (see paragraph (j) of this clause), less the sum of all previous progress payments made by the Government under this contract. The Contracting Officer will consider cost of money that would be allowable under FAR 31.205-10 as an incurred cost for progress payment purposes.

(2) The amount of financing and other payments for supplies and services purchased directly for the contract are limited to the amounts that have been paid by cash, check, or other forms of payment, or that are determined due will be paid to subcontractors--

(i) In accordance with the terms and conditions of a subcontract of invoice; and

(ii) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government.

(3) The Government will exclude accrued costs of Contractor contributions under employee pension plans until actually paid…