N00421-09-R-0002_ ASTARS.doc

Section A - Solicitation/Contract Form

POC

Point of Contact:

Monique J. Johnson

Contract Specialist, 2.5.1.7.4.1

Paul B. Campbell

Contracting Officer, 2.5.1.7.4

THE CUT-OFF FOR SUBMITTING QUESTIONS IS 2:00 PM EST, OCTOBER 15, 2008.

PLEASE FORWARD ALL QUESTIONS IN REGARDS TO THIS REQUIREMENT TO MONIQUE JOHNSON VIA EMAIL AT MONIQUE.JOHNSON@NAVY.MIL

Section B - Supplies or Services and Prices

Lot

ASTARS Replacement

CPFF

Integration and Installation of Government Furnished Equipment (GFE)

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Test and Evaluation

FFP

NET AMT

Delivery

NET AMT

Instructor Training

NET AMT

Operation & Maintenance of Aircraft

NET AMT

Lot

Material

COST

ESTIMATED COST

Data in support of CLINs 0001-0006

NET AMT

NET AMT

NET AMT

Lot

ESTIMATED COST

NET AMT

NET AMT

NET AMT

Lot

ESTIMATED COST

NET AMT

Section C - Descriptions and Specifications

STATEMENT OF OBJECTIVES

STATEMENT OF OBJECTIVES

FOR THE

AIRBORNE SYSTEMS TRAINING AND RESEARCH SUPPORT

AIRCRAFT REPLACEMENT

1.0 Overview

The U. S. Naval Test Pilot School (USNTPS) requires an immediate replacement for its current Airborne Systems Training and Research Support (ASTARS) NP-3D aircraft. The primary goal of the program is to provide the USNTPS with an interim replacement asset (or assets) to conduct a ground and flight training syllabus to test and evaluate multiple sensor, integrated, airborne systems while a long term solution is developed. The purpose of this Statement of Objectives (SOO) is to provide the basic objectives for the replacement aircraft in lieu of a Government Statement of Work. This approach provides the potential offerors the flexibility to propose cost effective and innovative solutions in meeting the objectives. This SOO is to be used by potential offerors to develop an appropriate Statement of Work, Provisioning Technical Documentation (PTD), Provisioning Parts List (PPL), Transition Plan, Contract Work Break Down Structure (CWBS) as required, Contract Data Requirements List (CDRLs), and other documents that support and define the offerors proposed effort.

1.1 Background

Since the mid-1990’s the two NP-3D Airborne Systems Training and Research Support (ASTARS) aircraft have been an integral part of the USNTPS Airborne Systems ground and flight training syllabus. It was designed to expose test pilots, Naval Flight Officers, and test engineers to a highly integrated avionics system as well as support instruction in the test and evaluation of individual navigation and tactical sensors through the use of installed instrumentation. Its configuration is similar to the centralized architecture used in next-generation aircraft such as the F-22 and Joint Strike Fighter. All processing is performed in multiple commercial rack-mounted off-the-shelf personal computers. Multi-Function Displays (MFDs) are emulated using Cathode Ray Tube (CRT) and Liquid Crystal Display (LCD) video monitors with added bezel buttons. Aircraft configuration currently includes a mock strike-fighter cockpit student station equipped with multi-function hand controllers, as well as an instructor station equipped with similar controls and displays. Current sensor suite includes a multi-mode X-band radar (APG-66(V)2), a turret-mount EO/IR (Electro-Optic/Infrared) sensor (Wescam MX-15) and an Inertial Navigation System (INS) with Global Positioning System (GPS) aiding. A Head Up Display (HUD) is simulated using a cockpit-mounted camera with overlaid symbology. The system also includes a digital moving map with full continental U.S. coverage. The current NP-3D inventory is used during approximately 35 weeks per year and accumulates 300 flight hours annually.

1.2 Contract Objectives

The goal of the ASTARS Aircraft Replacement program is to provide performance based requirements that give the contractor program and management authority to meet system demand requirements, improve availability, reliability, and manage obsolescence. Baseline design goals must include:

1.2.1 Provide an integrated system of sensors, controls, and displays typical of current and future tactical aircraft.

1.2.2 Provide support and instrumentation systems typically employed in developmental test aircraft.

1.2.3 Allow complete control of entire sensor suite from the operator station(s).

1.2.4 Allow instructor monitoring of all student actions.

1.2.5 Allow ground operation for the purpose of instruction and periods of student ground evaluation in addition to flight instruction.

1.2.6 Provide for future system growth and technology updates.

2.0 Program Objectives

2.1 General Aircraft Requirements

2.1.1 Crew / Maintenance Personnel

2.1.1.1 The contractor will provide fully qualified, and appropriately rated pilot(s) as required by the aircraft FAA certification to support syllabus flight operations from the USNTPS flight line.

2.1.1.2 The contractor will also provide necessary qualified personnel, such as A&P mechanic(s), to support syllabus flight operations from the USNTPS flight line.

2.1.1.3 USNTPS may provide second-in-command/copilots for syllabus flight operations in the Patuxent River local restricted areas if desired by the contractor.

2.1.1.4 Seating to accommodate a minimum of 2 students and 1 instructor (including the operator station(s)) required. Seating for minimum of 3 students and 1 or more instructors desired.

2.1.2 Support

2.1.2.1 All aircraft modifications, to include installation of any provided GFE, will be accomplished by the contractor.

2.1.2.2 Use government provided fuel when supporting USNTPS missions.

2.1.2.3 Contractor use other than support to USNTPS curriculum normally restricted to maintenance and ferry flights (no ASTARS system operation). All other flights require specific approval from the Commanding Officer, USNTPS.

2.1.2.4 Aircraft sustainable with equipment in the current Navy inventory (no special government ground support equipment required).

2.1.2.5 Maintain all GFE in accordance with applicable instructions.

2.1.2.6 Aircraft available to USNTPS use 40 weeks per year, non-contiguous. Specific periods of availability to be coordinated on a semi-annual basis with the USNTPS Instructional staff (Chief Flight Instructor (CFI) and ASTARS Contracting Officer Representative (COR)).

2.1.2.6.1 Aircraft will be operated from the USNTPS flight line.

2.1.2.6.2 Expected annual flight hours: 400

2.1.3 Performance

2.1.3.1 Instrument rated aircraft

2.1.3.2 Power and cooling budget for all ASTARS sensor systems (including radar) to operate simultaneously during ground and airborne operation.

2.1.3.3 Adequate power and cooling to operate all systems and sensors (including the radar) continuously for at least 3 hours on the ground with no overheating and no additional ground support equipment.

2.1.3.4 Endurance to operate at normal cruising speed for at least 2.0 hours, with sufficient IFR reserve based on minimum student requirement of section 2.1.3. (45 minutes per student, 15 minutes each for launch and recovery as a minimum).

2.1.3.5 Capable of carriage of high-density information system or external advanced range data system pod to support Atlantic Test Range time, space, and position information data.

2.2 Navigation System

2.2.1 Include a Global Positioning System aided navigation system.

2.2.2 Capability to display and record both aided and unaided navigation time and position data concurrently.

2.2.3 Instrumentation to allow for recording raw navigation and sensor data to digital media for student post-flight analysis.

2.3 Sensors

2.3.1 Electro-Optic / Infrared (EO/IR) Sensor

2.3.1.1 The contractor will integrate the current ASTARS EO/IR sensor suite (WESCAM MX-15) provided on loan as GFE.

2.3.1.2 Should integration of the MX-15 be impractical, the contractor may substitute an equivalent EO/IR sensor (3rd Generation IR / High Resolution TV camera) with comparable sensor performance and tracking capabilities.

2.3.2 Radar

2.3.2.1 The contractor will integrate the current ASTARS APG-66v(2) radar provided on loan as GFE.

2.3.2.2 Should integration of the APG-66v(2) radar be impractical, the contractor may substitute suitable radar alternative with the following minimum capabilities:

2.3.2.2.1 Air-to-Ground Real Beam Map (RBM)

2.3.2.2.2 High Resolution Mapping Modes such as provided with Doppler Beam Sharpening (DBS) or Synthetic Aperture Radar (SAR) techniques.

2.3.2.2.3 The following additional radar capabilities are desired but not required:

2.3.2.2.3.1 Air-to-Air radar mode(s).

2.3.2.2.3.2 Inverse Synthetic Aperture Radar (ISAR) mode(s).

2.3.2.2.3.3 Ground Moving Target Indicator (GMTI) mode(s).

2.3.2.2.3.4 Weather Avoidance mode(s).

2.4 ASTARS Software

2.4.1 Current ASTARS software to be provided to the contractor at contract award, however during period of performance contractor will be responsible for ASTARS software maintenance and updates

2.4.2 Software to be open architecture

2.4.3 Software flexibility to allow configuration changes in support of existing USNTPS curriculum software exercises without affecting airworthiness of the aircraft.

2.5 Operator Stations

2.5.1 Operator station(s) with all the following items required at each station.

2.5.2 Seating for one student to operate all controls and displays, and one seat for an instructor or student observer.

2.5.3 Seating with adequate design and restraint to be manned for all phases of flight.

2.5.4 Station configuration not required to look like a specific tactical aircraft cockpit though all in-flight operation must be accomplished while seated at the operator station.

2.5.5 Cabin configuration to allow for instructor oversight of the student station(s) with no obstructions.

2.5.6 At least four multifunctional displays or equivalent functionality to support simultaneous navigation system and sensor control and display.

2.5.7 Hand control unit(s) to control sensor and display functions to the maximum extent practical.

2.5.8 Communications system at each operator station with the following:

2.5.8.1 Hot microphone or voice actuated internal communication system (ICS) to the instructor and other students using ASTARS.

2.5.8.2 Selectable ICS capability for student and instructor communication to the pilot(s).

2.5.8.3 ICS available with power on aircraft.

2.5.8.4 UHF/VHF radio transmit and receive capability with selectable channels from the operator station(s).

2.6 Data Recorders

2.6.1 Capable of recording at least three video inputs, specifically EO/IR, radar, and navigation displays.

2.6.2 Capable of being loaded, unloaded, and accessed during flight.

2.6.3 Selection of parameters to be recorded capable of being changed (new or different parameters selected) in flight.

2.6.4 Capable of recording ICS and radio communications.

2.6.5 Instrumentation to display and record data parameters (e.g., radar, navigation, mission data, etc.).

3.0 Schedule

3.1 The contractor shall complete GFE integration and installation and deliver the aircraft to USNTPS for instructor check-out and familiarization flights no later than 90 days after contract award.

3.2 The contractor will ensure the aircraft is ready to support USNTPS Syllabus sorties no later than 120 days after contract award.

4.0 Support

4.1 Additional Software and Hardware Requirements

4.1.1 Software to use an open architecture.

4.1.2 Hardware to be reconfigurable to the maximum extent possible.

4.2 Configuration Management

4.2.1 Update software configurations, hardware configurations, and users’ manuals and provide a copy to the Commanding Officer, USNTPS, within two weeks of any changes.

4.3 Technical Publications

4.3.1 Source code to be provided to the government (as applicable).

4.3.2 Provide access to all source code for system integration.

4.3.3 Provide an interface design description for all systems.

4.3.4 Maintain and provide to USNTPS staff a copy of all software and hardware configurations.

4.3.5 Maintain and provide to USNTPS staff a copy of all users’ manuals pertinent to training system operations.

4.4 Technical Training

4.4.1 Provide initial training to USNTPS instructor staff personnel on system operation.

4.4.2 Provide refresher and new instructor staff personnel training on system operation at least yearly, or as major changes are incorporated in the system.

Section D - Packaging and Marking

CLAUSES INCORPORATED BY FULL TEXT

5252.247-9503

MARKING OF WARRANTED ITEMS (NAVAIR) (OCT 2005)

(a) Each item covered by a warranty shall be stamped or marked in accordance with MIL-STD-129, Marking for Shipment and Storage, and MIL-STD-130, Identification Marking of U.S. Military Property, current at the date of award. Where this is impracticable, written notice shall be attached to or furnished with the warranted item.

(b) Each item covered by a warranty shall have a written notice attached to or furnished with the warranted item, and marked with the following:

(1) National stock number or manufacturer’s part number.

(2) Serial number or other item identifier (if the warranty applies to uniquely identified items).

(3) Contract number.

(4) Indication that a warranty applies.

(5) Manufacturer or entity (if other than the contractor) providing the warranty.

(6) Date or time when the warranty expires.

(7) Indication of whether or not attempted on-site repair by Government personnel will void the warranty.

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.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

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 Exhibit A. The attached form will not be used for high cost data such as drawings, specifications, and technical manuals.

Section F - Deliveries or Performance

DELIVERY INFORMATION

TEST PILOT SCHOOL

TO BE DETERMINED

22783 CEDAR POINT ROAD

BLDG. 2168 USNTPS

PATUXENT RIVER MD 20670

301-757-4113

N00421

N00421

14-DEC-2009

N00421

14-DEC-2009

N00421

14-DEC-2009

N00421

14-DEC-2009

N00421

14-DEC-2009

N00421

14-DEC-2010

N00421

14-DEC-2010

N00421

14-DEC-2010

N00421

14-DEC-2010

N00421

14-DEC-2011

N00421

14-DEC-2011

N00421

14-DEC-2011

N00421

14-DEC-2011

N00421

5252.211-9507

PERIOD OF PERFORMANCE (NAVAIR) (MAR 1999)

(a) The contract shall commence on 15 December 2008 and shall continue 14 December 2009. However, the period of performance may be extended in accordance with the option provisions contained herein.

(b) If FAR Clause 52.216-18, “Ordering”, is incorporated into this contract, then the period in which the Government can issue orders under the contract will be extended at the exercise of an option, and extended to the end of that option period.

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 Government Furnished Equipment requiring installation:

of

Units

Government Furnished Equipment available for installation, but not required:

of

Units

Cockpit HUD Camera

Stick Grips

Notes:

(1) With bezel

(2) Without bezel

(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 TBD.

(2) ACO, Code TBD.

[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: TBD.

5252.247-9521

PLACE OF PERFORMANCE (NAVAIR) (OCT 2005)

The services to be performed herein shall be performed at U.S. Naval Test Pilot School, Naval Air Warfare Center Aircraft Division Bldg. 2168, 22783 Cedar Point Road, Patuxent River, MD 20670

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

5252.201-9502 CONTRACTOR’S AUTHORIZED CONTRACT COORDINATOR AND TECHNICAL LIAISON (NAVAIR)(OCT 2005)

(a) The contractor shall state below the name and telephone numbers of the contractor’s employees responsible for coordination of contract functions/liaison with the Contracting Officer and/or Contract administrator, and providing technical assistance as required regarding product specifications, functionality, etc.

CONTRACT COORDINATOR:

NAME:

PHONE (BUS): ___________________________________

PHONE (AFTER HOURS): _________________________

ALTERNATE:

NAME:

PHONE (BUS): ___________________________________

PHONE (AFTER HOURS): _________________________

(b) The contractor shall notify the Contracting Officer and/or Contract Administrator in advance, in writing, of any changes in the above listed personnel.

5252.204-9503

EXPEDITING CONTRACT CLOSEOUT (NAVAIR) (JAN 2007)

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

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

5252.232-9510

PAYMENT OF FIXED FEE (NAVAIR) (OCT 2005)

(a) The fixed fee, as specified in Section B of this contract, subject to any adjustment required by other provisions of this contract, will be paid in installments. The fixed fee will be paid not more frequently than [insert bi-weekly or monthly] based on the allowable cost. The amount of each such installment shall be in the same ratio to the total fixed fee as the [insert “net direct labor hours expended during the installment period is to direct labor hours specified in the clause entitled “Level of Effort” or the dollars per hour (based on the fixed fee divided by the level of effort in hours)” if a level of effort contract; or “related provisional payment on account of allowable cost is to the total estimated cost of the contract or order” if acompletion contract]. Payment shall be made in accordance with FAR Clauses 52.216-7, “Allowable Cost and Payment”, and 52.216-8, “Fixed Fee”.

(b) In the event of termination of the work in accordance with the FAR Clause 52.232-22, “Limitation of Funds”, the fixed fee shall be redetermined by mutual agreement equitably to reflect the reduction of the work performed. The amount by which such fixed fee is less than or exceeds payments previously made on account of fee, shall be paid to (or repaid by) the contractor.

(c) The balance of the fixed fee shall be payable in accordance with other clauses of this contract.

(d) For indefinite delivery type contracts the terms of this clause apply to each delivery/task order there under.

5252.232-9511

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

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

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

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

5252.232-9513

INVOICING AND PAYMENT (WAWF) INSTRUCTIONS (MAR 2008)

(a) Invoices for goods received or services rendered under this contract shall be submitted electronically through Wide Area Work Flow -- Receipt and Acceptance (WAWF):

(1) The vendor shall have their cage code activated by calling 866-618-5988. Once activated, the vendor shall self-register at the web site https://wawf.eb.mil. Vendor training is available on the Internet at http://www.wawftraining.com. Additional support can be obtained by calling the NAVY WAWF Assistance Line: 1-800-559-WAWF (9293).

(2) WAWF Vendor “Quick Reference” Guides are located at the following web site: http://www.acquisition.navy.mil/navyaos/content/view/full/3521.

(3) Select the invoice type within WAWF as specified below. Back up documentation (such as timesheets, etc.) can be included and attached to the invoice in WAWF. Attachments created in any Microsoft Office product are attachable to the invoice in WAWF. Total limit for the size of files per invoice is 5 megabytes.

(b) The following information, regarding invoice routing DODAAC’s, must be entered for completion of the invoice in WAWF:

Questions? Call 1-800-559-WAWF (9293).

Ship To DODAAC (for Combo), Service Approver DODAAC (Cost Voucher)

TBD

(c) Contractors approved by DCAA for direct billing will not process vouchers through DCAA, but may submit directly to DFAS. Final voucher submission will be approved by the ACO.

(d) For each invoice / cost voucher submitted for payment, the contractor shall also email the WAWF automated invoice notice directly to the following points of contact:

TBD

Section H - Special Contract Requirements

5252.211-9502

GOVERNMENT INSTALLATION WORK SCHEDULE (NAVAIR)(OCT 2005)

(a) The Holidays applicable to this contract are: New Year’s Day, Martin Luther King’s Birthday, President’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, and Christmas Day.

(b) In the event that the contractor is prevented from performance as the result of an Executive Order or an administrative leave determination that applies to the using activity, such time may be charged to the contract as a direct cost provided such charges are consistent with the contractor’s accounting practices. In the event that any of the above holidays occur on a Saturday or Sunday, then such holiday shall be observed as they are by the assigned Government employees at the using activity.

5252.227-9511

DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION (NAVAIR) (OCT 1994)

(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 or 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.

5252.228-9501

LIABILITY INSURANCE (NAVAIR) (MAR 1999)

The following types of insurance are required in accordance with the clause entitled, “FAR 52.228-5, “Insurance--Work on a Government Installation” and shall be maintained in the minimum amounts shown:

(a) Comprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury.

(b) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $500,000 per accident for property damage.

(c) Standard Workman’s Compensation and Employer’s Liability Insurance (or, where maritime employment is involved, Longshoremen’s and Harbor Worker’s Compensation Insurance) in the minimum amount of $100,000.

(d) Aircraft public and passenger liability: $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability; $200,000 per occurrence for property damage. Passenger bodily injury liability limits of $200,000 per passenger, multiplied by the number of seats or number of passengers, whichever is greater.

5252.232-9516 ALLOTMENT OF FUNDS - INCREMENTALLY FUNDED COST-REIMBURSEMENT CONTRACT OTHER THAN COST-SHARING CONTRACT (JUL 1985)

For the purposes of paragraph (b) of the “Limitation of Funds” clause of this contract-

(a) the amount available for payment and allotted to this incrementally funded contract is $[TBD];

(b) the items covered by such amount are Item(s) [TBD]; and

(c) the period of performance for which it is estimated the allotted amount will cover is [TBD].

5252.243-9504

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

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

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

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

CLAUSES INCORPORATED BY REFERENCE

52.216-7

ALLOWABLE COST AND PAYMENT (DEC 2002)

(a) Invoicing.

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) Subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the [TBD] day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs.

(1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of this section, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only --

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for --

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made-

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

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

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check or other form of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless-

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks

(d) Final indirect cost rates.

(1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify

(i) the agreed-upon final annual indirect cost rates,

(ii) the bases to which the rates apply,

(iii) the periods for which the rates apply,

(iv) any specific indirect cost items treated as direct costs in the settlement, and

(v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates.

The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may--

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates --

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be --

(1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs; or

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment.

(1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver --

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except --

(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

52.243-7

NOTIFICATION OF CHANGES (APR 1984)

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

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing, within 10 calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state--

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

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

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

(4) In the instance of alleged acceleration…