N00421-13-R-0069_07182013.doc

Section A - Solicitation/Contract Form

NOTE:

Offerors are instructed not to propose hours or cost for any CLIN marked as “Reserved” in Section B.

POINT OF CONTACT INFORMATION

NAWCAD Contracting Office Points of Contact:

Contract Specialist:

Amber Tucker, 2.5.1.12.9

Email: Amber.L.Tucker@navy.mil Phone: (301) 757-3323

PCO:

Daniel Chambers, 2.5.1.12

Email: Daniel.Chambers@navy.mil Phone: (301) 757-9796

Section B - Supplies or Services and Prices

Lot

PHSF Labor

CPFF

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Lot

Overtime

In accordance with Attachment 1: PBSOW and FAR 52.222-2 and 52.222-4

FIXED FEE

TOTAL EST COST + FEE

Lot

Travel

COST

ESTIMATED COST

Lot

Material

ESTIMATED COST

Lot

NMCI

Support of Government property (NMCI seats) authorized in 5252.245-9500(a)(4) for the Base period of performance in accordance with 5252.237-9503.

ESTIMATED COST

Technical Data (CDRLs)

Not Separately Priced

ESTIMATED COST

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

Strip and Paint

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Lot

ESTIMATED COST

Lot

ESTIMATED COST

Lot

COST

Support of Government property (NMCI seats) authorized in 5252.245-9500(a)(4) for Option Period 1 in accordance with 5252.237-9503.

ESTIMATED COST

ESTIMATED COST

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Lot

ESTIMATED COST

Lot

ESTIMATED COST

Lot

COST

Support of Government property (NMCI seats) authorized in 5252.245-9500(a)(4) for Option Period 2 in accordance with 5252.237-9503.

ESTIMATED COST

ESTIMATED COST

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Reserved

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Lot

ESTIMATED COST

Lot

ESTIMATED COST

Lot

COST

Support of Government property (NMCI seats) authorized in 5252.245-9500(a)(4) for Option Period 3 in accordance with 5252.237-9503.

ESTIMATED COST

ESTIMATED COST

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Lot

ESTIMATED COST

Lot

ESTIMATED COST

Lot

COST

Support of Government property (NMCI seats) authorized in 5252.245-9500(a)(4) for Option Period 4 in accordance with 5252.237-9503.

ESTIMATED COST

ESTIMATED COST

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

CPFF

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

Lot

FIXED FEE

TOTAL EST COST + FEE

CLAUSES INCORPORATED BY FULL TEXT

5252.211-9503

LEVEL OF EFFORT (COST REIMBURSEMENT) (NAVAIR)(DEC 2012) - ALT I (DEC 2012)

(a) The level of effort estimated to be ordered during the term of this contract/order is 769,440 straight time and 27,195 overtime man-hours of direct labor including authorized subcontract labor, if any. The contractor shall not, under any circumstances, exceed one hundred (100%) percent of the total level of effort specified in the contract/order. The estimated composition of the total man-hours of direct labor by classification is as follows:

Labor Category Man-hours Total Man-hours

CLIN X001: PHSF Labor (CPFF)

Maintenance/Material Support

Warehouse Specialist

Aircraft Quality Inspector

Central Technical Publication Librarian

Aircraft Mechanic III

Painter

Upholstery Restoration

NALCOMIS Database Administrator

Logs & Records

IMRL/Tool Room Manager

Hazardous Material Manager

Tools/Parts Attendant

Support Equipment Mechanic

Machine-Tool Operator

Total CLIN X001

CLIN X007: Flight Equipment/Upholstery Restoration (CPFF)

Aviation Life Support Specialist

Upholsterer

Total CLIN X007

CLIN X008: Powerplants and Test Cell (CPFF)

Turbo Shaft Engine Mechanic

Total CLIN X008

CLIN X009: Aircraft Refurbishment (Strip/Paint) (CPFF)

Aircraft Painter

Total CLIN X009

CLIN X010: VXX Aircraft Maintenance/Quality Assurance (CPFF)

Aircraft Mechanic III

Aircraft Quality Inspector

Total CLIN X010

CLIN X011: VXX BACKSHOP SUPPORT (CPFF)

Support Equipment Mechanic

Maintenance/Material Support

Warehouse Specialist

Tools/Parts Attendant

Total CLIN X011

CLIN X012: VXX TRANSITION SUPPORT (CPFF)

Aircraft Mechanic III

Aircraft Quality Control Inspector

Total CLIN X012

R&M Analyst

Total CLIN X013

Instrumentation Technician

Total CLIN X014

Maintenance/Material Support

Warehouse Specialist

Aircraft Quality Inspector

Central Technical Publication Librarian

Aircraft Mechanic III

Painter

Upholstery Restoration/Upholsterer

NALCOMIS Database Adminstrator

Logs & Records

IMRL/Tool Room Manager

Hazardous Material Manager

Tools/Parts Attendant

Support Equipment Mechanic

Machine-Tool Operator

Aviation Life Support Systems Specialist

Aircraft Painter

Aircraft Mechanic III

Aircraft Quality Control Inspector

R&M Data Analyst

Instrumentation Technician

Total CLIN X002

* denotes Key Personnel labor categories

NOTE: With the exception of the labor category, “Program Manager,” all labor categories are subject to the Service Contract Act. See Attachment 11, Wage Determination.

(b) FAR Clause 52.232-20, "Limitation of Cost" applies to fully funded orders and FAR Clause 52.232-22, "Limitation of Funds" applies to incrementally funded orders. Nothing in this clause amends the rights or responsibilities of the parties hereto under either of those two clauses. In addition, the notifications required by this clause are separate and distinct from any specified in either FAR Clause 52.232-20 or FAR Clause 52.232-22.

(c) It is agreed that while the contractor's performance during the period set forth in paragraph (a) above is based upon an anticipated level of effort consisting of man-hours of direct labor (as may be described or defined elsewhere herein), such level of effort may fluctuate, either upward or downward, by no more than ten (10%) percent of the total anticipated man-hours. This fixed fee is agreed to be paid for man-hours expended from ninety (90%) percent to one hundred ten (110%) percent of the total anticipated man-hours. The fixed fee shall not vary with the cost of the actual effort supplied within this range. In the event that less than ninety (90%) percent of the anticipated level of effort is actually expended by the expiration date of the contract, the Government shall have the option of:

(1) requiring the contractor to continue to perform until the level of effort expended equals ninety (90%) percent of the anticipated level of effort; or

(2) effecting a reduction in the fixed fee by the percentage by which the total expended man-hours is less than ninety (90%) percent of the anticipated level of effort.

(d) The contractor agrees that effort performed in fulfillment of level of effort obligations under this contract shall include only verifiable effort in direct support of the work specified. It shall not include efforts such as work performed in transit to or from an employee's usual workplace, work during lunchtime activities, or effort performed at other non-work locations.

Section C - Descriptions and Specifications

SECTION C NOTES

CLIN X001: The contractor shall provide the services described in Attachment 1, Presidential Helicopter Support Facility Performance-Based Statement of Work (PBSOW), Paragraphs 5.1, 5.2, 5.3.1.-5.3.4.16, and 5.4.

CLIN X002: The contractor shall provide overtime in support of CLINs X001 and CLINs X007-X014 (if and when exercised) in accordance with the PBSOW and FAR 52.222-2 and 52.222-4.

CLIN X003: The contractor shall provide travel in support of CLINs X001 and CLINs X007-X014 (if and when exercised) in accordance with the PBSOW.

CLIN X004: The contractor shall provide material in support of CLINs X001 and CLINs X007-X014 (if and when exercised) in accordance with the PBSOW.

CLIN X005: The contractor shall provide NMCI seats in support of CLINs X001 and CLINs X007-X014 (if and when exercised) in accordance with the PBSOW and NAVAIR clause 5252.237-9503.

CLIN X006: The contractor shall provide Technical Data (CDRLs) in accordance with the PBSOW and Exhibit A, Contract Data Requirements List.

CLIN X007 (Option): The contractor shall provide Flight Equipment/Upholstery Restoration support in accordance with Paragraph 5.3.4.17 of the PBSOW.

CLIN X008 (Option): The contractor shall provide Powerplants and Test Cell support in accordance with Paragraph 5.3.4.18 of the PBSOW.

CLIN X009 (Option): The contractor shall provide Aircraft Refurbishment (Stripping, Paint) support in accordance with Paragraph 5.3.4.19 of the PBSOW.

CLIN X010 (Option): The contractor shall provide Aircraft Maintenance support for the VXX platform in accordance with Paragraph 5.3 of the PBSOW.

CLIN X011 (Option): The contractor shall provide Backshop Support for the VXX platform in accordance with paragraph 5.3 the PBSOW.

CLIN X012 (Option): The contractor shall provide VXX Transition Support in accordance with Paragraph 5.3.4.20 of the PBSOW.

CLIN X013 (Option): The contractor shall provide VXX Reliability and Maintainability support in accordance with Paragraph 5.3.4.21 of the PBSOW.

CLIN X014 (Option): The contractor shall provide VXX Instrumentation support in accordance with Paragraph 5.3.4.22 of the PBSOW.

CLAUSES INCORPORATED BY FULL TEXT

5252.211-9509

INCORPORATION OF THE CONTRACTOR'S TECHNICAL PROPOSAL (NAVAIR)(OCT 2005)

The Contractor's Technical Proposal Number [Enter technical proposal number], dated [Enter document date], and any amendments/addendums thereof, is incorporated herein by reference, unless otherwise specified, with the same force and effect as if set forth in full text. Nothing in the Contractor's proposal shall constitute a waiver of any of the provisions of the contract, including the Statement(s) of Work and Specification. For purposes of FAR Clause 52.215-8, “Order of Precedence”, the Contractor's technical proposal shall be considered a “Specification” but the Government's Specification shall take precedence over the Contractor's technical proposal.

Section D - Packaging and Marking

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.

5252.247-9514

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

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

5252.246-9512

INSPECTION AND ACCEPTANCE (NAVAIR) (OCT 2005)

(a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by the COR designated in clause 5252.201-9501.

(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 N/A, second endorsement by PCO not required. 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 14th day after the contractor delivered the supplies or performed the services.

Section F - Deliveries or Performance

SECTION F NOTES

CLINs 3012 and 4012: Services are to be performed at the HMX-1 Executive Flight Detachment (EFD), 2134 Rowell Road, Quantico, VA

All other CLINs: Services are to be performed at the Presidential Helicopter Support Facility, 48202 Bronson Road, Hangar 2805, Patuxent River, MD.

Note: Place of Performance with Point of Contact information will be incorporated at the individual CLIN level at award.

DELIVERY INFORMATION

28-FEB-2015

28-FEB-2015

28-FEB-2015

28-FEB-2015

28-FEB-2015

28-FEB-2015

28-FEB-2015

28-FEB-2015

28-FEB-2015

28-FEB-2015

29-FEB-2016

29-FEB-2016

29-FEB-2016

29-FEB-2016

29-FEB-2016

29-FEB-2016

29-FEB-2016

29-FEB-2016

29-FEB-2016

29-FEB-2016

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2017

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2018

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

28-FEB-2019

CLAUSES INCORPORATED BY REFERENCE

5252.247-9521

PLACE OF PERFORMANCE (NAVAIR) (OCT 2005)

The services to be performed herein shall be performed at the Presidential Helicopter Support Facility, Patuxent River MD, with the exception of CLINs X012 which, if exercised, will be performed at the HMX-1 Executive Flight Detachment (EFD), Quantico, Virginia.

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

252.204-7006

BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall--

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

252.232-7006

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JUN 2012)

(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 Central Contractor Registration 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.

5252.201-9500

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

(a) The Technical Point of Contact (TPOC) for this contract is:[TBD at contract award]

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

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

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

5252.201-9501 DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE (COR)(SEP 2012) - ALT I (SEP 2012)(NAVAIR)

(a) The Contracting Officer has designated the following as an authorized Contracting Officer's Representatives (COR):

COR 1: [TBD at contract award] to perform the following functions, duties, and/or responsibilities:[as delineated in the COR Designation Attachment __]

(b) The Contracting Officer has designated the following as an authorized Alternate Contracting Officer's Representatives (ACOR):

ACOR 1: [TBD at contract award] to perform the functions, duties, and/or responsibilities outlined below in the absence of [TBD at contract award].

ACOR 1 Functions, Duties, and/or Responsibilities:[ as delineated in the COR Designation Attachment __]

[insert COR 2, COR 3, etc., as necessary, and complete the fill-ins]

(c) The effective period of the COR designation is as delineated in the COR Designation Attachment __]

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.

5252.215-9512

SAVINGS CLAUSE (NAVAIR)(JUN 2012)

(a) Maximum Subcontractor Pass-Through Rates

The Contracting Officer has determined the following pass through rate limitations apply to subcontractors:

(1) Contract Line Items (CLINs) for Other Direct Costs (ODCs)- No profit/fee shall be paid on any invoice submitted under CLINs for ODCs. Indirect cost elements such as General and Administrative Expense (G&A) and material handling may be applied but may not include a profit/fee.

(2) CLINs for Labor - The maximum pass-through rate against any Labor CLIN shall not exceed 8%. Pass-through rates greater than 8% are unallowable and, therefore, will make the offer unawardable.

"Pass-through rate" is defined as the cumulative amount of the two elements listed below divided by the price paid to the subcontractor or the vendor. Other than the two element, no additional costs, charges, indirect rates, or profit/fees may be proposed or applied to prime or subcontract costs.

(i) any and all indirect costs and applicable profit/fee applied to the subcontractor's proposed cost by the prime contractor, including, but not limited to, program management, subcontract management, invoice processing, quality assurance, overhead, material handling charges, G&A, burdens and mark-ups, (fill-in to identify any other costs_________________); and

(ii) any and all prime contractor fee applied to the subcontractor's proposed labor.*

*For purpose of this calculation, determine the amount of fee applied by the prime contractor to prime contractor labor separate form the amount of profit/fee applied by the prime contractor to subcontractor's labor. The maximum fee applied by the prime contractor labor is discussed in Part (b) of this clause, "Maximum Fee Rate For Prime Contractor." Fee means target fee in Cost Plus Incentive Fee type contracts (CPIF), base fee (cognizant of further limitations on base fee at DFARS 216.405-2(3)(iii)) in Cost Plus Award Fee type contracts (CPAF), of fixed fee in Cost Plus Fixed Fee type contracts (CPFF).

(3) After award, the maximum subcontractor pass-through on any invoice shall not exceed the lesser of 8% or the rate indicated in the fill-in below. Subcontractor pass-through charges above those indicated below will be considered unallowable as unreasonable per se.

CLIN(s) ____TBD___ (at contract award fill-in the Labor CLIN(s))

Maximum pass-through rate ___TBD at contract award____ (at contract award fill-in the negotiated rate)

(4) Any effort provided by a division, subsidiary or any other entity of the prime contractor shall not be considered subcontracted effort and all profit/fee must be provided at the prime contractor level subject to the limitations specified in this contract.

(b) Maximum Fee Rate For Prime Contractor

(1) CLINs for ODCs - No fee shall be paid on any invoice submitted under CLINs for ODCs. Indirect cost elements such as G&A and material handling may be applied but may not include fee.

(2) CLINs for Labor - The maximum fee rate proposed on the prime contractor's work shall not exceed 8%. A fee rate greater than 8% is unallowable and, therefore, will make the offer unawardable.

(3) After award, the maximum fee rate applied on any invoice shall not exceed the lesser of 8% or the rate indicated in the fill-in below. Charges above those indicated below will be considered unallowable as unreasonable per se.

CLIN(s) ___TBD___ (at contract award fill-in the Labor CLIN(s))

Fee rate applied to prime contractor’s labor___TBD___(at contract award, fill-in the negotiated rate)

(4) This clause shall flow down to all subcontractors/consultants included as part of the prime contractor proposal.

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 bi-weekly based on the allowable cost. The amount of each such installment shall be in the same ratio to the total fixed fee as the net direct labor hours expended during the installment period is to direct labor hours specified in the clause entitled “Level of Effort.”. 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.

5252.232-9524

ALLOTMENT OF FUNDS (NAVAIR) (OCT 2005)

(a) This contract is incrementally funded with respect to both cost and fee.

(b) The amounts presently available and allotted to this contract for payment of fee, as provided in the Section I clause of this contract entitled “FIXED FEE”, are as follows:

ITEM(S)

ALLOTTED TO FIXED FEE

See chart below

(c) The amounts presently available and allotted to this contract for payment of cost, subject to the Section I “LIMITATION OF FUNDS” clause, the items covered thereby and the period of performance which it is estimated the allotted amount will cover are as follows:

PERIOD OF

ITEM(S)

ALLOTTED TO COST

PERFORMANCE

See chart below

(d) The parties contemplate that the Government will allot additional amounts to this contract from time to time by unilateral contract modification, and any such modification shall state separately the amounts allotted for cost and for fee, the items covered thereby, and the period of performance the amounts are expected to cover.

Chart to be added at award

CLAUSES INCORPORATED BY FULL TEXT

5252.232-9528

REIMBURSEMENT OF COSTS ASSOCIATED WITH OPNAV SERVICES (NAVAIR)(JUN 2012)

This procurement does not contain the requirement to support the Office of the Chief of Naval Operations (OPNAV). No such requirement is included in the Statement of Work nor shall be contained in any flow down requirements to subcontractors. Since OPNAV service support is not a requirement of the statement of work, the Contracting Officer's Representative (COR) is prohibited from endorsing any such costs/charges. The Government will not pay for such costs as they are outside the scope of this contract.

5252.232-9529

INCURRED COST REPORTING AND PROGRESS REPORTING FOR SERVICES (NAVAIR)(DEC 2012)

The following applies to the prime contractors and all subcontractors. If desired, a subcontractor may directly submit the required data in accordance with the contract CDRL A007. When a subcontractor reports directly to the Government, the prime contractor shall highlight the subcontractor costs to be directly reported to the Government.

General: The contractor shall segregate costs incurred under this contract and provide a report as a supplement to each invoice submitted for payment in accordance with the requirements of this clause and CDRL A007. This report shall include the elements outlined below and, at a minimum, be submitted jointly with the invoice. The total of all cost elements below shall match the applicable invoice amount. If there are no costs associated to a particular element, the report shall state “Not Applicable”. The data tables outlined in Attachment [insert appropriate contract attachment number] shall be utilized as required herein and attached to the report.

(a) Incurred Costs:

(1) Summary: An incurred cost summary shall be reported by completing the "Header" and "Invoice Summary" tabs include in Attachment 6.

(2) Labor: Incurred costs for labor shall be reported by completing the "invoiced labor" tab, and, if applicable, the "If Individuals>Hourly Tripwire" tab included in Attachment 6.

Additional information regarding individual labor categories and fully burdened labor rates shall be provided upon request.

(3) Other Direct Costs (ODCs), including Travel and Material: Total fully burdened other direct costs shall be reported by completing the "Invoice Summary" tab included in Attachment 6. In addition, an itemized listing of the unburdened other direct charges, including travel and material, shall be provided. For material greater than $3,000, the invoice number, date, total amount, company, purchase order number, and description of each item shall be included. For travel, the dates, names of individuals traveling, destination, purpose and total cost shall be outlined. A copy of the travel voucher with accompanying receipts shall be provided upon request. For material less than $3,000,supplemental data shall be provided upon request. The report shall also include the following statements regarding ODCs and Labor: "No fee has been applied to ODCs, and the applicable fee rate does not exceed that identified in NAVAIR Clause 5252.215-9512, Saving Clause."

(b) Progress: A description of progress made during the invoice period by labor category shall be included in the report. At a minimum, the description shall include the following: deliverables completed and delivered, problem areas encountered, and any impacts on cost, technical and schedule.

5252.242-9511

CONTRACT ADMINISTRATION DATA (NAVAIR)(SEP 2012)

(a) Contract Administration Office.

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

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

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

Functions Retained (FAR 42.302(a)… Retained for Performance By: