Draft - N00421-24-R-0001.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B X C X D

EX

X

G F 51 - 52

53 - 67 X H 68 - 74

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 74

(If other than Item 7)

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.

N00421 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 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 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

1 - 2 3 - 5

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

6 - 8

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

11 - 12

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 13 - 19 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 20 - 25 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 - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

26 - 49

PART II - CONTRACT CLAUSES

NAWCAD PROCUREMENT GROUP

21983 BUNDY ROAD, BLDG 441

PATUXENT RIVER MD 20670

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.

N0042124R0001

Section A - Solicitation/Contract Form

SOLICITATION INFORMATION

(1) This acquisition is a small business set-aside that will result in placement of a single award Indefinite

Delivery/Indefinite Quantity (ID/IQ) contract. Both completion and term task orders will be issued under this single award task order contract.

(2) The Product/Service Code (PSC) for this procurement is V121.

(3) The resulting ID/IQ contract will have a four (4) year, three-hundred sixty-four (364) day ordering period.

(4) This contract has Firm-Fixed Price (FFP) and Cost contract type line items.

(5) The contractor will be required to have a SECRET Facility clearance. Security clearance requirements are identified in Section J – Attachments (1) Performance Work Statement (PWS) and (2) – DD-254.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 99,000 Minutes Propeller A/C

FFP

See CLIN description in Section C FOB: Destination

PSC CD: V121

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

0002 66,000 Minutes Ferry Flight

FFP

See CLIN description in Section C

UNIT UNIT PRICE MAX AMOUNT

0003 1 Lot Aircraft Modifications

FFP

See CLIN description in Section C

***$1,000,000 NTE***

UNIT UNIT PRICE MAX AMOUNT

0004 UNDEFINED

Administrative/Technical Data

FFP

See CLIN description in Section C

UNIT UNIT PRICE MAX AMOUNT

0005 1 Lot Travel, Materials, ODC

COST

See CLIN description in Section C

***$2,000,000 NTE***

MAX COST

UNIT UNIT PRICE MAX AMOUNT

0006 8,000 Hours Non-Flying Status

FFP

See CLIN description in Section C

UNIT UNIT PRICE MAX AMOUNT

0007 60 Months Monthly Fixed Rate

FFP

See CLIN description in Section C

Section C - Descriptions and Specifications

EXTENDED CLIN DESCRIPTIONS

CLIN 0001 - PROP AIRCRAFT FLIGHT MINUTES: This CLIN is for the purpose of certifying the contractor’s aircraft to perform Contracted Air Services (CAS) operations in accordance with the Performance Work Statement (PWS) as well as to establish approved Ground and Flight Operations Procedures (GOPs/FOPs), as specified in PWS paragraph 3.3, Stand Up. The contractor shall include costs associated with management, logistical, engineering and administrative efforts required for the installation and removal of identified Government Furnished Property (GFP) (see CLIN 0003 for GFP added or removed after initial contract award), and obtaining Airworthiness certification of their aircraft, a joint effort between the contractor and the Navy. This also includes costs associated with airworthiness data review meetings (to be held at the applicable contractor facility), the Post Award Conference (PAC) (PWS paragraph 4.2.1.1) and Program Management Reviews (PMR) (PWS paragraph 4.2.1.2), as well any travel costs incurred for these meetings. This CLIN shall not include aircraft acquisition, aircraft leasing or aircraft modification costs that are not GFP related.

The contractor shall include all variable costs associated with flying aircraft capable of meeting the requirements of the PWS, including costs that are specific to the mission associated with this CLIN such as the costs per flight minute. The contractor shall provide services on a per task order basis. It shall include costs for flying the aircraft, landing fees, parking fees, maintaining the aircraft, aircrew support personnel; equipment, tools, materials, spare parts, replacement parts, time change items and all other equipment not specified as GFP. The contractor shall also include costs for maintenance test flights, flights to transport personnel, aircraft or equipment to and from maintenance facilities; or to train aircrew, as well as all costs for passports, visas, entry/exits permits, etc. This CLIN will not be ordered until after Stand Up (PWS paragraph 3.3) is completed.

CLIN 0002 – FERRY MINUTES: The contractor shall, when authorized by a TO, ferry aircraft to detachment sites. Therefore, the contractor shall include variable costs associated with ferrying aircraft in this CLIN. PWS section 6.4 provides a representative listing of potential detachment sites. The contractor shall be reimbursed for travel and per diem for ferry mission from the contractor’s home base to the deployment sites under CLIN 0005.

CLIN 0003 – AIRCRAFT MODIFICATIONS: For use when performing Advanced Technology Modification services, as authorized by a TO, the contractor shall be required to provide advanced technology capabilities for training purposes. These capabilities may include, but are not limited to: installation and removal of additional GFP and mission equipment not previously identified at time of initial contract award for the purpose of enhancing propeller aircraft services. The contractor may be required to perform aircraft modifications such as internal/external modifications, special provisioning, antenna mounting, etc. Final modifications are approved by signed Federal Aviation Administration (FAA) Form 8110-3 and FAA Form 337. This CLIN may not be used until after successful completion of Stand Up (PWS paragraph 3.3).

A Firm Fixed Price (FFP) Not to Exceed (NTE) value for these services will be negotiated between the contractor and government during development of Advanced Technology Modification TO(s).

CLIN 0004 – ADMINISTRATIVE / TECHNICAL DATA: The contractor shall provide technical and administrative data in accordance with Section C (applicable to all CLINs) and Contract Data Requirements List (CDRL), Exhibit A. See also PWS paragraph 9.0. This CLIN is not separately priced.

CLIN 0005 – TRAVEL, MATERIAL, OTHER DIRECT COSTS (ODC): For use to capture cost reimbursable travel costs within the Continental United States (CONUS) or Outside the Continental United States (OCONUS) locations identified in the PWS for travel conducted for official purposes under the contract in support of CLIN 0001. Travel shall be approved in advance by the Contracting Officer’s Representative (COR). Travel claims (invoice vouchers) shall be submitted to the Contracting Officer’s Representative (COR) within 15 days of the completion of travel. Travel will be reimbursed in accordance with the Joint Travel Regulations (JER). This CLIN may not be used until after Stand Up (PWS paragraph 3.3) is completed and TOs are issued containing, at a minimum, CLINs 0001 and 0005.

Material costs charged against TOs containing this CLIN must not have been included in the price buildup of any other CLINs. Expendable material costs for items such as office supplies and tools of the trade shall be absorbed by the contractor in its overhead rate. The only allowable charges for material or shipping costs are those costs incurred by the contractor at the direction of the COR. The contractor shall be reimbursed for material and shipping costs, authorized by the COR in writing, based on actual payment for material or shipping procured directly for the contract. The CLIN shall not be used for other charges such as airport use charges; landing fees; and the cost of fuel when Government provided fuel is not available. Any material handling rate percentages / overhead charges shall not include profit or any other markups and upon commencement of the contract; the handling rate percentage shall be considered a final "fixed" rate percentage for the duration of the contract. The contractor's invoices shall include receipts or other evidence substantiating actual costs incurred for authorized material or shipping.

Property procured under this line item shall become property of the Government subject to the Government property clause(s) in this contract.

The cost for these services shall be reimbursed at COST, up to and not exceeding the NTE amount. The price for these services shall be negotiated. (Exhibit A, CDRL TBD)

CLIN 0006 - NON-FLYING STATUS: This CLIN shall include all costs associated with each flight crew member for days when no flight operations are conducted while an assigned aircraft is in an operational status pursuant to active TO(s). The contractor may only invoice this CLIN when an assigned aircraft is in an operational status pursuant to at least one active TO and with written advance authorization from the SO. CLIN 0006 will be billed on each of the SO-approved dates at 4 hours per flight crew member per day.

CLIN 0007 - MONTHLY FIXED RATE: Price per month for operating costs for propeller aircraft services. This CLIN shall include fixed costs that the contractor will incur regardless of the number of missions performed. It shall also include costs associated with Contractor Furnished Equipment (CFE), tools; full-time aircrew, non-touch support personnel, hull and liability insurance, aircraft modernization, uninsured damage, navigation services, refurbishment, computer-based maintenance programs, recurrent training, weather services, depreciation of the aircrafts, leasing etc. The contractor shall include all costs to perform calendar driven maintenance during the four-year and 364-day ordering period. This CLIN will only be utilized in conjunction with CLIN 0001 and will not be ordered until after Stand Up (PWS paragraph 3.3) is completed.

The following costs shall not be included in the price of this line item:

A. Costs incurred by the contractor which are associated with the variable pricing for specific missions (CLIN 0001) e.g. Parts – airframe, avionics, engine consumables, engine restoration costs, landing/parking fees, inspection fees, dynamic components, life time limited parts, tools, passports, visas, shipment or trans-shipment of aircraft, supplies, etc.

B. Costs for flights such as, but not limited to, maintenance test flights, the ferrying/transporting of personnel, aircraft or equipment to and from maintenance facilities, or to train aircrew, are to be included in the variable unit price and are not allowable as a direct (fixed) cost under this CLIN. Fuel costs shall not be charged to this or any other CLIN as this is “dry” contract where the Government will provide appropriate fuel cards for each of the contractor’s aircraft (PWS 4.2.2).

C. Travel and Per Diem costs associated with deployment costs will be cost reimbursable under CLIN 0005.

D. Post Award Aircraft Modification costs including but not limited to the installation and removal of additional Government Furnished Property (GFP) (these costs are to be included in CLIN 0003).

PERFORMANCE

See PWS DOCUMENT Attachment (1) to Section J.

CLAUSES INCORPORATED BY FULL TEXT

C-TXT-PDNT Protection of Department of Navy Trademarks (DEC 2020)

A. Standard language for “new” acquisition programs— “The contractor shall not assert any claim, in any jurisdiction, based on trademark or other name or design-based causes of action that are based on rights the contractor believes it has in the term(s) [contracting officers shall list terms(s) (typically the assigned nomenclature, or portions thereof)] (the “Designation(s)”), against the Government or others authorized by the Government to use the Designation(s) (including the word(s), name, symbol, or design) acting within the scope of such authorization (i.e. claims for trademark infringement, dilution, trade dress infringement, unfair competition, false advertising, palming off, passing off, or counterfeiting). Such authorization shall be implied by the award of a Government contract to any party for the manufacture, production, distribution, use, modification, maintenance, sustainment, or packaging of the products and services identified under this contract, and the scope of such implied authorization is defined as the use of the Designation(s) in performance under such contract by the prime contractor and its subcontractors and suppliers at any tier. In all other cases, the scope of the authorization will be defined by the Government in writing.

The contractor shall notify the contracting officer at least 30 days before asserting rights in, or filing an application to register, any one of the Designation(s) in any jurisdiction within the United States. Any such notification shall be in writing and shall identify the Designation(s) (including the word(s), name, symbol, or design), provide a statement as to its intended use(s) in commerce, and list the particular classes of goods or services in which registration will be sought.”

OR

B. Standard language for “old” acquisition programs - “The contractor shall not assert any claim, in any jurisdiction, based on trademark or other name or design-based causes of action that are based on rights the contractor believes it has in the term(s) [contracting officers shall list term(s) (typically the assigned nomenclature, or portions thereof)] (the “Designation(s)”), against the Government or others authorized by the Government to use the Designation(s) (including the word(s), name, symbol, or design) acting within the scope of such authorization (i.e. claims for trademark infringement, dilution, trade dress infringement, unfair competition, false advertising, palming off, passing off, or counterfeiting). Such authorization shall be implied by the award of a Government contract to any party for the manufacture, production, distribution, use, modification, maintenance, sustainment, or packaging of the products and services identified under this contract, and the scope of such implied authorization is defined as the use of the Designation(s) in performance under such contract by the prime contractor and its subcontractors and suppliers at any tier. In all other cases, the scope of the authorization will be defined by the Government in writing.”

Section H - Special Contract Requirements

CLAUSE H-1

H.1 Unallowable costs for cost type Other Direct Cost (“ODC”) CLINs

The Contractor did not propose burdens or indirect costs on the ODC CLINs checked below. Therefore, any burdens or indirect costs, including but not limited to General & Administrative (“G&A”), Fringe, or Overhead, will be unallowable costs under this contract and the task or delivery orders issued under this contract for the checked CLINs:

____ CLIN 0005 Travel, Material, ODC

Only allowable direct costs may be charged to the CLINs checked above. A particular burden or indirect cost may only be considered allowable for an ODC CLIN if that ODC CLIN is not checked above and the contractor proposed the burden or indirect cost in their proposal; if the ODC CLIN is checked above or the contractor did not include that particular burden in its proposal, the burden or indirect cost is unallowable.

No fee shall be applied to any ODC CLINs.

5252.204-9505 SYSTEM AUTHORIZATION ACCESS REQUEST NAVY (SAAR-N) REQUIREMENTS

FOR INFORMATION TECHNOLOGY(IT) (NAVAIR)(NOV 2017)

(a) Contractor personnel assigned to perform work under this contract may require access to Navy Information Technology (IT) resources (e.g., computers, laptops, personal electronic devices/personal digital assistants (PEDs/PDAs), NMCI, RDT&E networks, websites such as MyNAVAIR, and Navy Web servers requiring Common Access Card (CAC) Public Key Infrastructure (PKI)). Contractor personnel (prime, subcontractor, consultants, and temporary employees) requiring access to Navy IT resources (including those personnel who previously signed SAAR DD Form 2875) shall submit a completed System Authorization Access Request Navy (SAAR-N), OPNAV 5239/14 (Jul 2008) form or latest version thereof, and have initiated the requisite background investigation (or provide proof of a current background investigation) prior to accessing any Navy IT resources.

The form and instructions for processing the SAAR-N form are available at:

https://www.public.navy.mil/fltfor/nctsnaples/Documents/Forms%20and%20Instructions/form01.pdf. Instruction Note: SAAR-N forms are required to be downloaded and then completed. The "E-MAIL SUBMIT" button on the SAAR-N form is not to be used.

(b) SAAR-N forms will be submitted to the Government Sponsor or Technical Point of Contact (TPOC) via the contractor's Facility Security Officer (FSO). The designated SAAR-N Government Sponsor or TPOC for contractor employees requiring IT access, [fill-in name] shall be responsible for signing and processing the SAAR-N forms.

For those contractors that do not have a FSO, SAAR-N forms shall be submitted directly to the designated SAAR-N Government Sponsor or TPOC. Copies of the approved SAAR-N forms may be obtained through the designated SAAR-N Government Sponsor or TPOC. Requests for access should be routed through the NAVAIR_SAAR.fct@navy.mil mailbox.

(c) In order to maintain access to Navy IT resources, the contractor shall ensure completion of initial and annual IA training, monitor expiration of requisite background investigations, and initiate re-investigations as required. If requested, the contractor shall provide to the designated SAAR-N Government Sponsor or TPOC documentation sufficient to prove that it is monitoring/tracking the SAAR-N requirements for its employees who are accessing Navy IT resources. For those contractor personnel not in compliance with the requirements of this clause, access to Navy IT resources will be denied/revoked.

(d) The SAAR-N form remains valid throughout contractual performance, inclusive of performance extensions and option exercises where the contract number does not change. Contractor personnel are required to submit a new SAAR-N form only when they begin work on a new or different contract.

5252.209-9510 ORGANIZATIONAL CONFLICTS OF INTEREST (SERVICES) (NAVAIR)(MAR 2007)

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

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

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

(f) restrictions apply.

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

(c) Waiver. Any request for waiver of the provisions of this clause shall be submitted in writing to the Procuring Contracting Officer. The request for waiver shall set forth all relevant factors including proposed contractual safeguards or job procedures to mitigate conflicting roles that might produce an Organizational Conflict of Interest.

No waiver shall be granted by the Government with respect to prohibitions pursuant to access to proprietary data.

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

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

(2) "Nondevelopmental items" as defined in FAR 2.101.

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

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

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

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

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

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

(9) "Interest" means organizational or financial interest.

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

(e) Contracting restrictions.

[X] (1) To the extent the contractor provides systems engineering and/or technical direction for a system or commodity but does not have overall contractual responsibility for the development, the integration, assembly and checkout (IAC) or the production of the system, the contractor shall not (i) be awarded a contract to supply the system or any of its major components or (ii) be a subcontractor or consultant to a supplier of the system or of its major components. The contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem, or major component utilized for or in connection with any item or other matter that is (directly or indirectly) the subject of the systems engineering and/or technical direction or other services performed under this contract for a period of [Insert the period of prohibition] after the date of completion of the contract. (FAR 9.505-1(a)) [X] (2) To the extent the contractor prepares and furnishes complete specifications covering nondevelopmental items to be used in a competitive acquisition, the contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor. This rule applies to the initial production contract, for such items plus a specified time period or event. The contractor agrees to prepare complete specifications covering non-developmental items to be used in competitive acquisitions, and the contractor agrees not to be a supplier to the Department of Defense, subcontract supplier, or a consultant to a supplier of any system or subsystem for which complete specifications were prepared hereunder. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems of their subsystems extends for a period of [Insert the period of prohibition] after the terms of this contract. (FAR 9.505-2(a)(1)) [X] (3) To the extent the contractor prepares or assists in preparing a statement of work to be used in competitively acquiring a system or services or provides material leading directly, predictably and without delay to such a work statement, the contractor may not supply the system, major components thereof or the services unless the contractor is the sole source, or a participant in the design or development work, or more than one contractor has been involved in preparation of the work statement. The contractor agrees to prepare, support the preparation of or provide material leading directly, predictably and without delay to a work statement to be used in competitive acquisitions, and the contractor agrees not to be a supplier or consultant to a supplier of any services, systems or subsystems for which the contractor participated in preparing the work statement. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of any services, systems or subsystems extends for a period of [TBD] after the terms of this contract. (FAR 9.505-2(b)(1)) [X] (4) To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government's interests.

Contractor agrees to the terms and conditions set forth in the Statement of Work that are established to ensure objectivity to protect the Government's interests. (FAR 9.505-3) [X] (5) To the extent work to be performed under this contract requires access to proprietary data of other companies, the contractor must enter into agreements with such other companies which set forth procedures deemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long as it remains proprietary and (ii) to refrain from using the information for any other purpose other than that for which it was furnished. Evidence of such agreement(s) must be made available to the Procuring Contracting Officer upon request. The contractor shall restrict access to proprietary information to the minimum number of employees necessary for performance of this contract. Further, the contractor agrees that it will not utilize proprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) to perform additional services or studies for the United States Government. The contractor agrees to execute agreements with companies furnishing proprietary data in connection with work performed under this contract, obligating the contractor to protect such data from unauthorized use or disclosure so long as such data remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractor further agrees that such proprietary data shall not be used in performing for the Department of Defense additional work in the same field as work performed under this contract if such additional work is procured competitively. (FAR 9.505-4) [X] (6) Preparation of Statements of Work or Specifications. If the contractor under this contract assists substantially in the preparation of a statement of work or specifications, the contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem or major component utilized for or in connection with any item or work statement prepared or other services performed or materials delivered under this contract, and is procured on a competitive basis, by the Department of Defense with [TBD] after completion of work under this contract. The provisions of this clause shall not apply to any system, subsystem, or major component for which the contractor is the sole source of supply or which it participated in designing or developing. (FAR 9.505-4(b)) [X] (7) Advisory and Assistance Services (AAS). If the contractor provides AAS services as defined in paragraph (d) of this clause, it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agrees not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the contractor performs similar work.

Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for AAS.

(f) Remedies. In the event the contractor fails to comply with the provisions of this clause, such noncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance is the result of conflicting financial interest involving contractor personnel performing work under this contract, the Government may require the contractor to remove such personnel from performance of work under this contract. Further, the

Government may elect to exercise its right to terminate for default in the event of such noncompliance. Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, or statute or regulation.

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

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

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

(3) The dollar amount;

(4) The period of performance; and

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

5252.211- 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.

5252.216-9512 PAPERLESS CONTRACTING (NAVAIR)(JUN 2009)

(a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of a conflict with any other provision of this contract, this clause shall govern.

(b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods.

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.

5252.228-9501 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.

5252.232-9509 TRAVEL APPROVAL AND REIMBURSEMENT PROCEDURES (NAVAIR)(OCT 2013)

(a) General. Performance under this contract may require travel by Contractor personnel. If travel, domestic or overseas, is required, the Contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances.

(b) Travel Approval Process. Prior approval is required for all travel under this contract. Travel shall be reviewed and approved/disapproved as follows:

(1) The Contractor shall provide the Contracting Officer's Representative (COR) a written request for authorization to travel at least 30 days in advance of the required travel date, when possible. The request should include: purpose of travel, location, travel dates, number of individuals traveling, and all estimated costs associated with the travel (e.g., lodging, meals, transportation costs, incidental expenses, etc.).

(2) The COR will review the travel request and provide, in writing, an approval or disapproval of the travel request to the Contractor the Procuring Contracting Officer if the COR is reviewing and approving the request.]

(c) Travel Policy.

(1) Travel arrangements shall be planned in accordance with the Federal Travel regulations, prescribed by the General Services Administration for travel in the conterminous 48 United States, (hereinafter the FTR) and the Joint Travel Regulation, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense (hereinafter the JTR).

(2) The Government will reimburse the Contractor for allowable travel costs incurred by the Contractor in performance of the contract in accordance with FAR Subpart 31.2.

(3) For purposes of reimbursement of travel expenses, the Contractor's official station is defined as within 50 miles of the Contractor's regular work site. (If Contractor has more than one regular work site, the official station is defined as within 50 miles of each of its regular work sites.)

(4) The Contractors documentation for the reimbursement of travel costs (e.g., receipts) shall be governed as set forth in FAR Subpart 31.2, the FTR, and the JTR.

(5) Car Rental for a team on temporary duty (TDY) at one site will be allowed provided that only one car is rented for every four (4) members of the TDY team. In the event that less than four (4) persons comprise the TDY team, car rental will be allowed if necessary to complete the mission required.

(6) Whenever work assignments require TDY aboard a Government ship, the Contractor will be reimbursed at the per diem identified in the JTR.

H-TXT-GFP RENT-FREE USE OF GOVERNMENT PROPERTY ACCOUNTABLE UNDER AN

ALTERNATE GOVERNMENT CONTRACT (NAVAIR)(MAY 2016)

(a) Pursuant to FAR 45.301, authorization is granted to use the Government property identified below on a non-interference basis without rental charge in the performance of this contract and subcontracts of any tier issued hereunder. Government property currently accountable and managed under the following contracts:

See Attachment (4) Government Furnished Property (GFP)

Contract Number

Nomenclature/ Description

Part/ Model/ Number

Mfg Serial Number (Unique Item Identifier)

Quantity/ Unit of Issue

Property Provided “As Is” Yes/No

(b) The said property shall be governed by the terms and conditions of the contract(s) under which it is accountable.

(c) The contractor is responsible for scheduling the use of the said property. The Government shall not be responsible for conflicts, delay or disruptions to any work performed by the contractor due to use of the property under this contract or any other contracts under which use of such property is authorized.

Section J - List of Documents, Exhibits and Other Attachments

SECTION J

Attachment (1) Performance Work Statement (PWS) Attachment (2) DD-254, DoD Contract Security Classification Specification Attachment (3) Quality Assurance Surveillance Plan (QASP) Attachment (4) Government Furnished Property (GFP)

EXHIBIT A

CONTRACT DATA REQUIREMENTS (CDRLs) A001 Airworthiness and Related Substantiation Data A002 Management Plan A003 Contractor Roster A004 Fuel Chit Report / Fuel Tracking Report and Receipts A005 Contractor’s Progress, Status and Management Report / Monthly Status Report A006 Government Furnished Property Inventory and Forecasting Report / GFP Inventory A007 Integrated Master Schedule (IMS) A008 Airworthiness and Related Substantiation Data / Contractor’s PAO Flight Schedule Report A009 Course Conduct Information Package / Fuel / Aircard SOU and Training Certificates A010 Briefing Material / Post-Award Conference (PAC) Brief A011 Briefing Material / Program Management Review (PMR) Brief

Section L - Instructions, Conditions and Notices to Bidders

DESCRIPTION

Version 1.8 Oct 2021

L – (1) CONTENT OF PROPOSALS (Services) (31 May 2022)

PART A GENERAL INSTRUCTIONS

1.0 GENERAL

The Offeror must respond to all requirements of the solicitation and not alter or rearrange the solicitation. The Offeror is advised that the Government may incorporate any portions of the Offeror’s proposal into the resulting contract.

In presenting material in the proposal, the Offeror is advised that quality of information is more important than quantity. Clarity, brevity, and logical organization shall be emphasized during proposal preparation. Statements that the prospective Offeror understands, can comply with, or will comply with, the specifications, and paraphrasing the requirements or parts thereof without supporting information are considered inadequate by the Government, and may result in assessing weaknesses and/or deficiencies.

The Offeror must include any data that illustrates the adequacy of the various assumptions, approaches, and solutions to problems. Failure to address a specific factor or subfactor clearly may be considered a deficiency.

Unnecessarily elaborate brochures or other presentation materials beyond that sufficient to present a complete and effective proposal is neither necessary nor desired.

The Government advises the Offeror that taking exception to or deviating from any term or condition of the RFP may result in the assessment of a deficiency to the proposal.

Throughout these instructions, a “principal subcontractor” is defined as a subcontractor who provides at least 20% of the proposed total price/cost (excluding the Offeror’s profit/fee) for the contract or provides one or more Key Personnel. “JV Team member” is defined as one of the entities that make up a joint venture (JV) formed for the purpose of responding to this solicitation.

2.0 ELECTRONIC PROPOSAL FORMAT

This section is intended to provide information to the Offerors on the electronic format and application software to be used for submitting proposals. Use of the software and procedures described in this section will reduce the amount of time and effort needed to receive and upload proposals and will ensure the proposals received are suitable for reading electronically during evaluation.

Proposals must be formatted using a Times New Roman 12 pt Normal font (no reduction permitted), single-spaced with 1-inch margins all around, and formatted for standard 8.5 x 11 inch paper. All pages should be numbered with section and page numbers. Graphs and tables shall be presented in no smaller than a 10 pt font and should contain a grid, which allows values to be read directly from the graph. Graphs and Tables that fit on an 8.5” X 14” printed page will be counted as one page. Drawing may be of any size and will count as one page. Graphic resolution, including such data as tables or charts, should be consistent with the purpose of the data presented.

When using Government supplied templates, no modifications to font or scaling required. All proposal documents must be compatible with Microsoft Office 2016 and/or the latest Adobe Acrobat Reader Portable Document Format (PDF), where applicable.

The Offeror is responsible for ensuring electronic proposals are virus free and shall run an anti-virus scan before submission. Offerors may use hyperlinks within and among proposal volumes that do not include price information.

However, there shall be no links from any other volume into the Price Volume or into any other portion of the proposal that contains price information. In order to reduce file sizes, the Offeror shall not embed sound or video (e.g., MPEG) files within the proposal submission. The Offeror is encouraged to simplify the color palette used in creating figures; and minimize size of graphics files; and avoid scanned images.

The Offeror shall follow the basic structure of the file naming convention in Table G-2 (Offeror Electronic File Naming Conventions) for electronic file submissions (e.g., proposal volumes, attachments, appendices), where "#" represents the sequential numbering of files. Offerors shall keep the file name as short as possible (i.e., under 40 characters) so that the files are accessible on Government share drives. Files with longer names may become corrupt or inaccessible.

The Offeror should provide one folder for each volume or annex, containing all electronic files requested within the volume or annex. Please submit each volume and annexes as separate files.

Table G-1 Offeror Electronic File Naming Conventions Title File Naming Convention

Volume 1 – Technical Vol 1 Tech #.docs ‐ L-1 Table T-1 Technical Cross Reference Matrix (CRM) Vol 1 T-1 CRM #.xlsx ‐ L-2 Table T-2 Aircraft Performance Characteristics Vol 1 T-2 Performance

#.docx ‐ Integrated Master Schedule (IMS) Vol 1 Tech IMS #.mpp ‐ L-5 Airworthiness Checklist Vol 1 Tech AWC #.pdf

Volume 2 – Past Performance Vol 2 PP #.docx ‐ L-4 Table Past Performance Information Form Vol 2 Past Perf Info Form

#.pdf ‐ Past Performance Consent Letter(s); and/or Past Performance Point of Contact Information Vol 2 PP Consent Ltr #.pdf; and/or PP POC Info #.docx

Volume 3 – Price Vol 3 Price #.docx ‐ L-6 Offeror Summary Vol 3 P-1 Summary

#.docx ‐ L-7 Business Systems Status Vol 3 P-2 Biz Systems

#.xlsx ‐ L-8 Pricing Sheet Vol 3 CLIN Price #.xlsx

Annexes ‐ Annex 1: Contractual Documentation Support (CDS)* for Past

Performance Ann 1 CDS #.pdf and Ann 1 CDS #.docx

NOTE: The Offeror should provide both a .pdf and a docx version if they are available. If not, a .pdf version only is acceptable.

‐ Annex 2: DCAA/DCMA Reports, Audits, and Determinations Ann 2 DCMA #.pdf

3.0 PROPOSAL CONTENT AND VOLUMES

The Offeror must present proposal information in a manner that facilitates a one-to-one comparison between the information presented and this Proposal Instruction. Proposal information must be structured such that its Volume/paragraph number matches the Proposal Instructions Volume/paragraph number provided in section “Part B Specific Instructions” to which it is responding, although the Offeror may add lower tier subparagraphs. The Offeror must provide reasons it will not provide information for a particular paragraph. The proposal information instructions are structured by paragraph numbers where first, second, third, and fourth parts correspond to the volume, section, and element, etc., in the Offeror’s proposal.

Each volume of the proposal shall be submitted as specified in Table G-2 below. Table G-2 below supersedes the copies requested in Block 9 of the Standard Form (SF) 33. Page limitations for each volume, if any, are also specified in Table G-2 below.

Information submitted as an Annex to the proposal includes manuals, specifications, plans, procedures, and policies that exist as an official document of the company or facility, as well as other information requested in Part B Specific Instructions. Page limitations for Annexes, if any, are specified below. The authorized Annexes are summarized in Table G-2.

Table G-2…