DRAFT_N6134019R0007.pdf

SEE ADDENDUM

(No Collect Calls)

N6134019R0007 15-Jan-2019

b. TELEPHONE NUMBER

407-381-8741

8. OFFER DUE DATE/LOCAL TIME

04:30 PM 19 Apr 2019

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

N613409. ISSUED BY

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

ALANA NUNEZ-BENNETT

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

NAWCTSD 253

CODE 2.5.3.7

12211 SCIENCE DRIVE

ORLANDO FL 32826-3224

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS AX 13b. RATING A

CODE15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

X SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

1,500

NAICS:

336411

X

OFFER DATED

29. AWARD OF CONTRACT: REF.

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

N6134019R0007

Section A - Solicitation/Contract Form

SOLICITATION/CONTRACT FORM

SF 1449 BLOCK 7 FULL ADDRESS:

NAVAL AIR SYSTEMS COMMAND

AWARD PROCURING CONTRACTING OFFICER, MR. BLAKE STRICKLAND, NAVAIR-2.2.4.4

47123 BUSE ROAD, BLDG 2272, FLOOR 4, SUITE 453

PATUXENT RIVER, MD 20670-1127

NAVAL AIR WARFARE CENTER TRAINING SYSTEMS DIVISION

POST-AWARD PROCURING CONTRACTING OFFICER, TBD, NAVAIR-2.5.3.7

POST-AWARD CONTRACT SPECIALIST, ALANA NUNEZ-BENNETT, NAVAIR-2.5.3.7

12211 SCIENCE DRIVE

ORLANDO, FL 32826

SF 1449 BLOCK 13:

Criticality Designator “A” assigned IAW FAR Subpart 42.1105.

The direct DCMA administrative officer resides in TBD. The address is TBD.

Administrative Contracting Officers: TBD, DCMA On-site ACO at CNATRA HQ.

Contract Administrators: TBD, DCMA; TBD, CNATRA.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 28 Each TH-XX Full Rate Production Lot I

FFP

Quantity for Lot I = 28 TH-XX Full Rate Production aircrafts.

Inspection and Acceptance Procedures to be proposed by potential Offeror.

Potential Offeror to fill in Section E NAVAIR clause 5252.246-9528 for the initial delivery only and NAVAIR clause 5252.246-9512 for remaining Lot I delivery.

Proposed procedures shall be IAW FAR 52.246-2 and 52.246-16.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Origin (Shipping Point)

NET AMT

PSC Code 1510

Data

FFP

Data In Support of CLINs 0001, 0003, 0004, 0005, 0006, 0007, 0008 and 0009.

Not Separately Priced (NSP)

0003 1 Lot Lot I Spare Parts

FFP

Lot I Spare Parts list of items to be proposed by Offeror.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

FOB: Destination

0004 Lot Peculiar Support Equipment

FFP

Peculiar Support Equipment list of items and quantities to be proposed by Offeror.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

0005 25 Each Hoists

FFP

0006 25 Each Mission Planning System

0007 1 Lot Instructor Pilot Training

FFP

Training duration and performance address to be proposed by Offeror.

0008 1 Lot Maintenance Personnel Training

FFP

Period of Performance and performance address to be proposed by Offeror.

0009 1 Lot OPTION NATOPS Development

0010 1 Lot OPTION Data in Excess of FFF/OMIT

FFP

Data in Excess of Commercial Form Fit Function (FFF) / Operations Maintenance Instructional Training (OMIT) Data.

Data in excess to be proposed by offeror.

0101 36 Each OPTION TH-XX Full Rate Production Lot II

FFP

Quantity for Lot II = 36 TH-XX Full Rate Production aircrafts.

Inspection and Acceptance Procedures to be proposed by Offeror. Offeror shall fill in Section E NAVAIR clause 5252.246-9512 for Lot II deliveries. Proposed procedures shall be IAW FAR 52.246-2 and 52.246-16.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

OPTION Data

Data In Support of Option CLINs 0101, 0103, and 0104. NSP.

0103 Lot OPTION Lot II Spare Parts

FFP

Lot II Spare Parts list of items to be proposed by Offeror.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

0104 Lot OPTION Peculiar Support Equipment

FFP

Peculiar Support Equipment list of items and quantities to be proposed by Offeror.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

0201 36 Each OPTION TH-XX Full Rate Production Lot III

FFP

Quantity for Lot III = 36 TH-XX Full Rate Production aircrafts.

Inspection and Acceptance Procedures to be proposed by Offeror. Offeror shall fill in Section E NAVAIR clause 5252.246-9512 for Lot III deliveries. Proposed procedures shall be IAW FAR 52.246-2 and 52.246-16.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

OPTION Data

Data In Support of Option CLINs 0201 and 0203. NSP.

0203 Lot OPTION Lot III Spare Parts

FFP

Lot III Spare Parts list of items to be proposed by Offeror.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

0301 30 Each OPTION TH-XX Full Rate Production Lot IV

FFP

Quantity for Lot IV = 30 TH-XX Full Rate Production aircrafts.

Inspection and Acceptance Procedures to be proposed by Offeror. Offeror shall fill in Section E NAVAIR clause 5252.246-9512 for Lot IV deliveries. Proposed procedures shall be IAW FAR 52.246-2 and 52.246-16.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

OPTION Data

Data In Support of Option CLINs 0301 and 0303. NSP.

0303 Lot OPTION Lot IV Spare Parts

FFP

Lot IV Spare Parts list of items to be proposed by Offeror.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD

SUPPLIES OR SERVICES AND PRICE

B-1 CLIN TYPES

The contract line items listed in Section B the following contract type CLINs.

Contract Line Item No. Contract Type CLINs 0X01, 0X03 – 0X10 FFP CLINs 0X02 Not Separately Priced

B-2 CLIN NUMBERING

Contract Line Item Numbers (CLINs) in Section B are numbered in accordance with (IAW) the following numbering system. The second character in each CLIN corresponds to each performance period as follows: CLIN 0X01 in the Base Period is CLIN 0001, Option Period 1 is CLIN 0101, Option Period 2 is CLIN 0201, and Option Period 3 is CLIN 0301.

B-3 EXTENDED CLIN DESCRIPTION

1. CLINs 0X01 TH-XX FULL RATE PRODUCTION LOTS I-IV The Contractor shall deliver all TH-XX aircraft IAW Section B, Section J, Attachment 1 Performance Work Statement (PWS), Section J, Attachment 2 Performance Based Specification (PBS). CLINs 0X01 shall also provide engineering support reach back, logistics reachback, liaison support, non-standard repairs and investigations support IAW Section C, Table C-3. Each TH-XX Full Rate Production aircraft delivered shall include a TH-XX flyaway kit IAW Section C, Table C-3 and Attachment J-6.

2. CLINs 0X02 DATA The Contractor shall deliver Operation, Maintenance, Installation and Training (OMIT) data, Form, Fit and Function (FFF) data, and any applicable instructional and training materials applicable to CLINs 0X01, 0X03, 0X04, 0005 –

0008, and OPTION CLIN 0009; to include access to OMIT data, FFF data, and subscriptions, etc. The data to be provided hereunder shall be furnished IAW Section C, Table C-3.

3. CLINs 0X03 LOTS I – IV SPARE PARTS The Contractor shall deliver spares to support an operational availability of 85% for 30 days; to include engine spares, support equipment, and an initial predictive analysis of the spares pertaining to the Spares Modeling predictions in support of CLINs 0X01 and 0X02, IAW Section C, Table C-3. The Contractor shall deliver initial spares per lot deliveries for TH-XX IAW Attachment J-7.

4. CLINs 0X04 PECULIAR SUPPORT EQUIPMENT The Contractor shall deliver peculiar support equipment (PSE); to include an energetics list, IAW Section C, Table C-3 and Attachment J-8. TH-XX Full Rate Production Lots 1 and 2 shall include PSE required to maintain and operate the number of aircraft delivered.

5. CLIN 0005 HOISTS

The Contractor shall deliver hoists IAW Section C, Table C-3 and Attachment J-10.

6. CLIN 0006 MISSION PLANNING SYSTEM

The Contractor shall deliver Mission Planning Systems; including any required hardware, software, and peripheral devices IAW Section C, Table C-3 and Attachment J-9.

7. CLIN 0007 INSTRUCTOR PILOT TRAINING

The Contractor shall provide Instructor Pilot (IP) ground and flight training and currency flights; to include aircraft flight manuals, training publications, and any applicable course materials to each IP, for 25 Cadre Pilots over a period of performance specified by the offeror, not to exceed five months, IAW Section C, Table C- 3.

8. CLIN 0008 MAINTAINANCE PERSONNEL TRAINING

The Contractor shall provide maintenance personnel training for 10 Government maintenance personnel over a period of performance specified by the offeror, concluding no later than 30 days prior to delivery of first aircraft, IAW Section C, Table C-3. The Contractor shall also provide maintenance training for the third-party CLS provider IAW NAVAIR clause 5252.245-9520 Associate Contractor Clause – Alternate I and Section C, Table C-3.

9. OPTION CLIN 0009 NAVAL AVIATION TRAINING AND OPERATING PROCEDURES

STANDARDIZATION DEVELOPMENT (NATOPS)

The Contractor shall deliver a baseline TH-XX Flight Manual and provide support IAW Section C, Table C-3.

Support shall include, but is not limited to: attendance and participation in meetings with the Government, providing a copy of materials related to the TH-XX, graphics and other source data applicable to NATOPS development.

10. OPTION CLINS 0010 DATA IN EXCESS OF FFF/OMIT

The Contractor shall provide data in excess of OMIT data, materials, FFF data and any applicable instructional and training materials applicable to CLIN 0X01. The data to be provided hereunder shall be furnished IAW Section C, Table C-3.

Section C - Descriptions and Specifications

DESCRIPTIONS/WORK STATEMENT

C-1 PERFORMANCE WORK STATEMENT (PWS)

Section C provides alignment between the Schedule of CLINs in Section B and applicable PWS (Attachment 1) tasks. The contractor shall, in conformance with the Contract Provisions set forth in Sections B, D, E, F, G, H, and I, furnish the AHTS TH-XX in accordance with the PWS, Attachment 1, and all pertinent attachments, appendices, exhibits, and enclosures associated with Attachment J-1. The awardee's proposed kits, initial spares and peculiar support equipment identified in Section B as “TBN” will be incorporated into the contract as one of the pertinent attachments.

C-2 PERFORMANCE BASED SPECIFICATION (PBS)

Section C provides alignment between the Schedule of CLINs in Section B and applicable PBS (Attachment 2) tasks. The contractor shall, in conformance with the Contract Provisions set forth in Sections B, D, E, F, G, H, and I, furnish the AHTS TH-XX in accordance with the PBS, Attachment 2, and all pertinent attachments, appendices, exhibits, and enclosures associated with Attachment 2. The awardee's functional configuration baseline defined in Attachment J-4 will be incorporated into the contract.

C-3 PWS – ALIGNMENT WITH CONTRACT LINE ITEM NUMBERS (CLINs) The descriptions and specifications set forth below shall apply with equal force to the basic contract period CLINs and all corresponding option year CLINs:

Base Performance Period 00XX series Option 1 01XX series Option 2 02XX series Option 3 03XX series

Performance task requirements are stated in PWS Section 3. All other PWS Sections provide reference, background, and compliance information necessary for the Contractor to perform PWS Section 3. The contractor shall comply with the performance requirements via CLINs specified in the PWS outline table below. If distinct PWS paragraphs apply to unique CLINs, the table below identifies such instances at the necessary level of indenture.

PWS PBS CLIN(s) SECTION J

ATTACHMENT/

EXHIBIT

1.0 Scope 1.0

1.1 Objective 1.1

1.2 Background 1.1

2.0 References Tables 2-1, 2-2, 2-3

3.0 Requirements 3.0

3.1 TH-XX 3.1

3.1.1 Contractor Responsibilities 0001

3.1.2 FAA Airworthiness Certification 3.1.1 0001 and 0002 A001

3.1.3 FAA IFR Certification 3.1.1 0001 and 0002 A001

3.1.4 User Interface Configuration 3.1.12.10 0001

3.1.5 Final Product Baseline 0001 and 0002 A002

3.1.6 Government Furnished Equipment/Materiel 0001

3.1.7 Military Aircraft Identification Information 3.1.13 0001 A002

3.1.8 TH-XX Flyaway Kit 0001

a. Window Covers

b. Wheels for Skids

3.1.9 External Hoist 3.1.9 0005

3.1.10 Software Subscriptions and Licenses 0001 and 0002 A003

3.1.11 Software End Items 0001 and 0002 A004

3.1.12 Aircraft Logs and Records 0001 and 0002 A005

3.1.13 Acceptance Test Procedures

3.1.13.1 Contractor Acceptance Test Procedures 0001 and 0002 A006

3.1.13.2 Government Acceptance Testing 0001 and 0002 A007

3.2 Peculiar Support Equipment 3.2.1 0004

3.3 Mission Planning System 3.1.11 0001

3.4 Instructor Pilot Training

3.4.1 TH-XX IP Training Requirements 0006 and 0007

3.4.2 TH-XX IP Training Curriculum 0002 and 0008 A008

3.5 NATOPS Flight Manual 0002 and 0009 B001

3.6 Maintenance Personnel Training 0002 and 0008 A009

3.6.1 TH-XX Maintenance Training Requirements

3.6.2 TH-XX Maintenance Training Curriculum

3.7 Third Party Maintenance Training 0008

3.8 Maintenance Technical Publications

3.8.1 Integrated Electronic Technical Manual 0001 and 0002 A010

3.8.2 Ground Transportation Instructions 0001 and 0002 A011

3.9 Contractor-Government Data Submission

3.9.1 Data Management 0001 and 0002

3.9.2 Data Deliverables 0001 and 0002

3.9.3 Data Access 0001 and 0002

a. Access Control

b. Interface

3.10 Instructions for Continued Airworthiness 0001 and 0002 A012

3.11 Non-FAA ICA Data 0010

3.12 Program Management Reviews

3.12.1 Post-Award Conference 0001

3.12.2 Integrated Program Review 0001

3.13 Program Progress/Status Reporting 0001 and 0002 A013

3.14 Spectrum Management 0001 and 0002 A014

3.15 Sustainment Engineering

3.15.1 Engineering/Logistics Reach Back 0001 and 0002

3.15.2 Field Service Representative 0001 and 0002

3.15.3 Non-Standard Repairs and Investigation

Process 0001 and 0002 A016

3.15.4 Sustainment Management Plan 0001 and 0002 A016

3.15.5 Industry Steering Committee 0001

3.16 Initial Sparing Analysis Appendix C 0003 A017

3.17 Airframe Analysis Appendices B and C 0001 and 0002 A018

3.18 Structural Monitoring Appendix C 0001 and 0002 A019

3.19 Prognostics and Health Management

Analysis

3.2.2 0001 and 0002 A020

3.20 Obsolescence / Diminishing Manufacturing

Sources and Material Shortages

0001 and 0002 A013

3.21 Environmental, Safety, and Occupational

Health

0001 and 0002 A021

3.22 Energetics List 0004 A022

3.23 Configuration Management

3.23.1 Configuration Data 0001 and 0002 A023

3.23.2 Configuration Management Plan 0001 and 0002 A013 and A024

3.23.3 Configuration Status Accounting 0001

3.23.4 Request for Variance (RFV) 0001 and 0002 A013

3.23.5 Engineering Change Proposals 0001 and 0002 A025

3.24 Cybersecurity 0001 and 0002 A026

3.25 Operational Security

3.25.1 Contractor Identification Badges 0001

3.25.2 Government Base Access 0001

3.26 Training Curriculum Development

C-4 ORDER OF PRECEDENCE

For the purposes of FAR clause 52.215-8, “Order of Precedence – Uniform Contract Format,” any portion of the contractor’s proposal that is incorporated into the contract by reference shall be considered a “Specification;” thus, the contractor’s proposal will have a lower precedence than the PWS, which is an “Attachment.”

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.

5252.247-9509 PRESERVATION, PACKAGING, PACKING AND MARKING (NAVAIR)(JUL 1998)

(a) Preservation, packaging and packing shall conform to prevailing industry standards for the type of commodity purchased under this contract.

(b) All packages will be clearly marked with applicable contract number/delivery order number, and will contain appropriate packing slip. All deliveries will be marked for and/or consigned as follows:

Unless otherwise stated in the PWS, the offeror shall use established commercial practices in the Packaging and Marking for all deliverables in this Contract.

(c) In the event of any discrepancy in material shipped (overage, technical rejection, damage), the contractor shall, immediately upon request of the Contracting Officer, furnish disposition instructions. Normally, such disposition instruction shall be a properly completed Commercial Bill of Lading, which includes, but is not limited to, the mode of shipment, routing, special handling, and so forth.

(d) If the contractor is required to install equipment upon delivery, then the contractor shall inform the Government of the date of shipment from the contractor's facilities and the anticipated date of arrival at the site.

This report shall be made no later than the actual date that the shipment is made from the contractor’s facilities. The report may be made by facsimile or e-mail, to the point of contact listed in Section G. All transportation, rigging, drayage, packing, unpacking, and handling necessary to accomplish the installation shall be the responsibility of the contractor.

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 & ACCEPTANCE TERMS

CLIN 0X02 CDRL deliverables will be inspected and accepted in accordance with Exhibit A CDRLs.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Origin Government Origin Government 0002 N/A N/A N/A N/A 0003 Origin Government Origin Government 0004 Origin Government Origin Government 0005 Origin Government Origin Government 0006 Origin Government Origin Government 0007 Origin Government Origin Government 0008 Origin Government Origin Government 0009 Origin Government Origin Government 0010 Destination Government Destination Government 0101 Origin Government Origin Government 0102 N/A N/A N/A N/A 0103 Origin Government Origin Government 0104 Origin Government Origin Government 0201 Origin Government Origin Government 0202 N/A N/A N/A N/A 0203 Origin Government Origin Government 0301 Origin Government Origin Government 0302 N/A N/A N/A N/A 0303 Origin Government Origin Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-16 Responsibility For Supplies APR 1984

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 DCMA at the awardee’s facility. (office location to be provided at time of award).

(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.

*With the exception of the initial delivery of Lot 1 of CLIN 0001, all remaining 0X01 CLINs shall be inspected and accepted IAW FAR 52.246-2 and FAR 52.246-16.

5252.246-9528 INSPECTION AND ACCEPTANCE (SPECIAL CONDITIONS)(NAVAIR) (OCT 2005)

(a) Initial inspection of the supplies to be furnished hereunder shall be made by DCMA (office location to be provided at time of award) at the contractor's or subcontractor's plant located at [insert address/location of plant where inspection will take place]. Final inspection and acceptance shall be made DCMA (office location to be provided at time of award) within [insert number of days in which final inspection/ acceptance will be made] after [insert beginning time for final inspection/acceptance].

(b) Initial inspection shall consist of quality assurance at point of manufacture and/or assembly and check/test prior to shipment. Final inspection and acceptance will be made by the Receiving Activity after installation/check out testing of the supplies.

*Only applicable to the initial delivery under CLIN 0001 IAW FAR 52.246-2 and FAR 52.246-16.

Section F - Deliveries or Performance

DELIVERIES OR PERFORMANCE

F-1 TH-XX PRODUCTION LOT DELIVERY

Assuming a contract award date of November 2019, the Offeror shall fill-in the below tables with a proposed helicopter delivery schedule. The deliveries shall be no later than 12 months after contract award at a rate of three aircraft per month over a continuous 12-month period:

1. Base Year

a. CLIN 0001 – 1 Lot (Quantity 28), TH-XX Full Rate Production Lot I

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

CY 20 - - - - - - - - -

CY 21

2. Option Year 1

a. CLIN 0101 – 1 Lot (Quantity 36), TH-XX Full Rate Production Lot II

CY 21

CY 22

3. Option Year 2

a. CLIN 0201 – 1 Lot (Quantity 36), TH-XX Full Rate Production Lot III

CY 22

CY 23

4. Option Year 3

a. CLIN 0301 – 1 Lot (Quantity 30), TH-XX Full Rate Production Lot IV

CY 23

CY 24

F-2 DELIVERY SCHEDULE INFORMATION

The delivery dates identified in Section F reflect the anticipated start date of delivery. The Contractor shall propose actual delivery dates for each CLIN in accordance with Section F.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 12 mths. ADC 28 COMTRAWING FIVE

RECEIVING OFFICER

7480 USS ENTERPRISE ST.

STE 205

MILTON FL 32570-6107

N52813

0002 N/A N/A N/A N/A

0003 12 mths. ADC 1 CNATRA DET WHITING FIELD

MR. MIKE HARRIS

7480 USS ENTERPRISE STREET

SUITE 202

MILTON FL 32570

(850) 623-7548

N49155

0004 12 mths. ADC (SAME AS PREVIOUS LOCATION)

0005 12 mths. ADC 25 (SAME AS PREVIOUS LOCATION)

0006 12 mths. ADC 25 (SAME AS PREVIOUS LOCATION)

0007 45 dys. ADC 1 COMTRAWING FIVE

7480 USS ENTERPRISE ST.

STE 205

MILTON FL 32570-6107

0008 300 dys. ADC 1 (SAME AS PREVIOUS LOCATION)

0009 N/A N/A N/A N/A

0010 12 mths. ADC 1 COMTRAWING FIVE

RECEIVING OFFICER

7480 USS ENTERPRISE ST.

STE 205

MILTON FL 32570-6107

0101 24 mths. ADC 36 (SAME AS PREVIOUS LOCATION)

0102 N/A N/A N/A N/A

0103 24 mths. ADC CNATRA DET WHITING FIELD

MR. MIKE HARRIS

7480 USS ENTERPRISE STREET

SUITE 202

MILTON FL 32570

(850) 623-7548

0104 24 mths. ADC (SAME AS PREVIOUS LOCATION)

0201 36 mths. ADC 36 COMTRAWING FIVE

7480 USS ENTERPRISE ST.

STE 205

MILTON FL 32570-6107

0202 N/A N/A N/A N/A

0203 36 mths. ADC CNATRA DET WHITING FIELD

MR. MIKE HARRIS

7480 USS ENTERPRISE STREET

SUITE 202

MILTON FL 32570

(850) 623-7548

0301 48 mths. ADC 30 COMTRAWING FIVE

7480 USS ENTERPRISE ST.

STE 205

MILTON FL 32570-6107

0302 N/A N/A N/A N/A

0303 48 mths. ADC CNATRA DET WHITING FIELD

MR. MIKE HARRIS

7480 USS ENTERPRISE STREET

SUITE 202

MILTON FL 32570

(850) 623-7548

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, Exhibits A (see Section J), attached hereto, and the following:

(a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below.

Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form 1423.

(1) PCO, Code 2.5.3.7.

(2) ACO, Code TO BE PROVIDED AT TIME OF AWARD.

[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: SEE SECTION J EXHIBITS.

Section G - Contract Administration Data

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause--

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

COMBO

(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.

SEE SECTION E

(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 TO BE PROVIDED AT RFP ISSUANCE Issue By DoDAAC N61340 Admin DoDAAC TO BE PROVIDED AT RFP ISSUANCE Inspect By DoDAAC TO BE PROVIDED AT RFP ISSUANCE Ship To Code SEE SECTION E Ship From Code N/A Mark For Code SEE SECTION D Service Approver (DoDAAC) N/A Service Acceptor (DoDAAC) N/A Accept at Other DoDAAC TO BE PROVIDED AT RFP ISSUANCE LPO DoDAAC N/A DCAA Auditor DoDAAC N/A Other DoDAAC(s) N/A

(*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.

TO BE PROVIDED AT TIME OF AWARD

(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.

Not applicable

(Contracting Officer: Insert applicable information or “Not applicable.”)

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

5252.201-9500 TECHNICAL POINT OF CONTACT (TPOC)(NAVAIR)(SEP 2012)

(a) The Technical Point of Contacts (TPOCs) for this contract are:

NAME CODE MAILING ADDRESS TELEPHONE NUMBER

TO BE PROVIDED AT

TIME OF 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.

5252.232-9522 TRANSPORTATION ACCOUNT CODES (NAVAIR) (OCT 2005)

(a) The contractor is responsible for placing the Government assigned Transportation Account Code (TAC) on shipping documentation to enable payment of transportation bills by the U.S. Government under contracts with F.O.B. origin terms.

(b) The applicable TAC for this contract is as follows: [TAC to be provided at time of contract award].

(c) For shipments that will require use of military airlift, complete an Advance Transportation Control and Movement Document (ATCMD, DD Form 1384) and provide it to the cognizant Air Clearance Authority. Include the contract number and applicable TAC on the ATCMD. Also, ensure the ATCMD contains information for special requirements such as:

(1) Shipments to be accompanied by couriers or monitors;

(2) Shipments requiring special handling such as environmental control, hand-to-hand receipt, hazardous/dangerous cargo, short shelf life material, sensitive shipments and classified cargo;

(3) Shipments requiring expediting action or those that must move on a specific flight.

(d) The cognizant DCMA office may be contacted for additional information or assistance on preparation of shipping documents or other transportation concerns.

5252.242-9511 CONTRACT ADMINISTRATION DATA (NAVAIR)(NOV 2017)

(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 Retained for Performance By:

[Insert function from FAR 42.302(a) or DFARS 242.302(a)]

[Insert PCO, COR, Requiring Activity, or TPOC for each function.]

FAR 42.302(a)(3): Conduct post-award orientation conferences.

PCO, Requiring Activity and TPOC

FAR 42.302(a)(10): Attempt to resolve issues in controversy, using ADR procedures when appropriate (see subpart 33.2); prepare findings of fact and issue decisions under the Disputes clause on matters in which the administrative contracting

PCO

officer (ACO) has the authority to take definitive action.

FAR 42.302(a)(22): Issue work requests under maintenance, overhaul, and modification contracts.

PCO

FAR 42.302(a)(23): Negotiate prices and execute supplemental agreements for spare parts and other items selected through provisioning procedures when prescribed by agency acquisition regulations.

PCO

FAR 42.302(a)(42): Review and evaluate for technical adequacy the contractor’s logistics support, maintenance, and modification programs.

PCO, Requiring Activity and TPOC

FAR 42.302(a)(44): Perform engineering analyses of contractor cost proposals.

Requiring Activity and TPOC

(2) The following additional contract administration functions are assigned (see FAR 42.302(b)):

Additional Functions Retained for Performance By:

[Insert function from FAR 42.302(b) or other function identified as necessary for administration of the contract.]

[Insert "See the ADMINISTERED BY Block on the face page of the contract, modification or order."]

N/A N/A

(c) Inquiries regarding payment should be referred to: MyInvoice through the Wide Area Workflow eBusiness Suite: https://wawf.eb.mil.

G-TXT-PAY PAYMENT INSTRUCTIONS (APR 2018)

FOR GOVERNMENT USE ONLY

Contract/Order Payment Clause

Type of Payment Request Supply Service Construction

Payment Office

Allocation Method 52.212-4 (Alt I), Contract Terms and Conditions— Commercial Items

52.216-7, Allowable Cost and Payment

52.232-7, Payments under Time-and- Materials and Labor- Hour Contracts

Cost Voucher X X N/A Line item specific proration. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN on the deliverable line or deliverable subline item for which payment is requested.

52.232-1, Payments Navy Shipbuilding Invoice (Fixed Price)

X N/A N/A Line Item specific by fiscal year. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated using the oldest funds. In the event of a deliverable line or deliverable subline item with two ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year.

52.232-1, Payments;

52.232-2, Payments under Fixed-Price Research and Development Contracts;

52.232-3, Payments under Personal Services Contracts;

52.232-4, Payments under Transportation Contracts and Transportation-Related Services Contracts; and

52.232-6, Payments under Communication Service Contracts with Common Carriers

Invoice X X N/A Line Item Specific proration. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN on the deliverable line or deliverable subline item for which payment is requested.

52.232-5, Payments Under Fixed-Price Construction Contracts

Construction Payment Invoice

N/A N/A X Line Item specific by fiscal year. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated using the oldest funds. In the event of a deliverable line or deliverable subline item with two ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year.

52.232-16, Progress Payments

Progress Payment*

X X N/A Contract-wide proration. Funds shall be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN. Progress Payments are considered contract level financing, and the “contract price” shall reflect the fixed price portion of the contract per FAR 32.501-3.

52.232-29, Terms for Financing of Purchases of Commercial Items;

Commercial Item Financing*

X X N/A Specified in approved payment.

The contracting officer shall specify the amount to be paid and the account(s) to be charged

52.232-30, Installment Payments for Commercial Items for each payment approval in accordance with FAR 32.207(b)(2) and 32.1007(b)(2).

52.232-32, Performance-Based Payments

Performance- Based Payments*

X X N/A Specified in approved payment.

The contracting officer shall specify the amount to be paid and the account(s) to be charged for each payment approval in accordance with FAR 32.207(b)(2) and 32.1007(b)(2).

252.232-7002, Progress Payments for Foreign Military Sales Acquisitions

Progress Payment*

X X N/A Allocate costs among line items and countries in a manner acceptable to the Administrative Contracting Officer.

*Liquidation of Financing Payments. Liquidation will be applied by the payment office against those ACRNs which are identified by the payment instructions for the delivery payment and in keeping with the liquidation provision of the applicable contract financing clause (i.e., progress payment, performance-based payment, or commercial item financing).

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

Section H-1 OPTION EXERCISE PROVISIONS

The Government reserves the right to exercise the options herein in accordance with its requirements for supplies and services provided under the optional CLINs.

Section H-2 OPTION EXERCISE PERIODS

CLINS OPTION EXERCISE PERIOD

0009 XX Nov 2019 – XX Oct 2020 0010 XX Nov 2019 – XX Oct 2023 0101, 0102, 0103, 0104 and 0110 XX Nov 2020 – XX Oct 2021 0201, 0202, and 0203 XX Nov 2021 – XX Oct 2022 0301, 0302, and 0303 XX Nov 2022 – XX Oct 2023

Section H-3 COMMERCIAL DATA LICENSING

Contractor shall maintain standard commercial terms and conditions for licensing data to third parties.

Section H-4 DATA ACCESS

Contractor shall provide the Government with access to technical data in accordance with Attachment 3, Access Agreement.

In the event the Contractor intends to surrender the Type Certificate for Aircraft _____ to another entity, the Contractor shall (1) offer right of first refusal for all technical data relating to Aircraft __________ to the Government, and, if the Government does not purchase the technical data, (2) shall require the party receiving the Type Certificate to honor the terms of Attachment 3, Access Agreement, as part of any sale or agreement between the Contractor and the new Type Certificate Holder.

5252.242-9500 INSTRUCTIONS RELATING TO PRODUCTION PROGRESS REPORT (DD FORM

375)(NAVAIR)(MAR 1999)

(a) The production progress reports which are to be furnished by the contractor in accordance with the clause hereof entitled "Production Progress Reports" shall be submitted for Items 0X01 of this contract.

(b) The reports shall be prepared on DD Form 375 (Production Progress Report ) in accordance with the instructions thereon, and DD Form 375c as required. Copies of DD Forms 375 and 375c may be obtained from the cognizant contract administration office. When reporting an actual or potential delinquency, contractor prepared DD Form 375c shall, as a minimum, contain the data described in DFARS 242.1107(b)(iv).

(c) The reports shall be submitted IAW Section C, Table C-3.

(d) Each report shall be distributed IAW Exhibits A014 and A016.

5252.245-9520 ASSOCIATE CONTRACTOR CLAUSE (NAVAIR) (OCT 2005) - ALT I (AUG 2003)

(a)(1) This clause is intended to ensure that there will be appropriate coordination/integration of work by the Advanced Helicopter Training Systems (AHTS) program associate contractors to ensure complete compatibility between equipment, data, and services for the AHTS program to prevent unnecessary duplication of effort and in order to maximize commonality.

(2) The price of this contract makes provision for the performance of the work called for in the Associate Contractor Agreements as required by this clause, in support of this contract.

(b) The Associate Contractors are as follows:

Contract/Project Title Contract/Order # Prime Contractor (includes major subcontractors)

AHTS Curriculum Phase I N61340-18-F-0204 Carley AHTS Curriculum Development TBD AHTS Curriculum Development

Future Provider AHTS TH-XX TBD AHTS TH-XX Future Provider AHTS Contractor Logistics Support (CLS) TBD AHTS CLS Future Provider AHTS Ground Based Training System (GBTS) TBD AHTS GBTS Future Provider

(c) The contractor shall work and maintain close liaison with the associate contractors listed in paragraph (b) above. In order to assure accomplishment of this objective, the contractor shall enter into a written Associate Contractor Agreement with each of the other applicable associate contractors.

(d) Each Associate Contractor Agreement between the contractor and an associate contractor shall provide for complete and unbiased exchange of technical information and interface data (data) relating to their detailed responsibilities and procedures. The following is a guide to be used in the development of each agreement:

(1) Identification of the data to be furnished among the associate contractors to facilitate procedures/schedules for the exchange of data. Descriptive detail of the data to be furnished or exchanged, with a specific date for delivery of each item thereof and containing such other mutual covenants and agreements that may be desirable or required to assure delivery or exchange of said data in a timely manner and in a condition suitable for use by the recipient.

(For example, this may extend to all information pertaining and essential to the design, development, fabrication, test, interface, modification and installation of equipment and provision of services hereunder to the extent that each party may require such information to ensure the compatibility of their respective equipment, data and services.)

(2) Services to be provided by one contractor to another (including such services as clerical support to visiting associate contractor personnel, unscheduled maintenance and technical support for equipment, etc.) to facilitate the performance of the respective contracts and the period(s) of time the services are to be provided to assure necessary interface actions and support activities.

(3) The materials to be provided to each other by the respective contractors in performance.

(4) The facilities and their location to be provided by each contractor to accommodate personnel assigned to provide the associate contractor's integration and support services, assurance of adequate working areas, power requirements, office space and communication equipment which are essential for timely completion of the integration/support services.

(5) Delineation of respective interface responsibilities.

(6) Provision for furnishing copies to communications relative to performance of associate contractor responsibilities.

(e) In the event this exchange of data results in the need to obtain access to proprietary information, the contractor agrees to include in the Associate Contractor Agreements the terms and conditions under which the contractor and associate contractors agree to exchange such proprietary information. The Contractor hereby agrees not to use, modify, reproduce, release, perform, display, or disclose such proprietary information unless specifically authorized in writing to do so under the Associate Contractor Agreements.

(f) The Associate Contractor Agreements shall permit the exchange of data between the associate contractors. The Agreements shall be structured so that all contractors and associate contractors are obligated to protect proprietary information from all unauthorized use or disclosure for as long as such information remains proprietary.

(g) "Proprietary Information" means information that embodies trade secrets developed at private expense or business, commercial, or financial information that is privileged or confidential provided that such information:

[_____] is not known or available from other sources without obligations concerning its confidentiality;

[_____] has not been made available by the owners to others without obligation concerning its confidentiality;

[_____] is not already available to the Government without obligation concerning its confidentiality; and [_____] has not been developed independently by persons who have had no access to the information.

(h) Each Associate Contractor Agreement shall be submitted to the Government for review prior to execution.

Following Government concurrence and execution by both associate contractors, each Associate Contractor Agreement may be made an attachment to this contract. The Associate Contractor Agreements are for information purposes only and shall not be subject to or governed by this contract. In the event of a conflict between the terms of this contract and terms of the aforesaid agreement, the terms of this contract shall control.

(i) Where the contractor and an associate contractor fail to agree upon action to be taken in connection with their respective responsibilities, each contractor shall promptly notify the cognizant PCO and furnish the contractor's recommendations for a solution. The contractor shall not be relieved of its obligations to make timely deliveries or be entitled to any other adjustment because of the contractor and its associate failure to: (1) resolve Associate Contractor Agreements disputes; (2) promptly refer matters to the PCO; or (3) to implement PCO directions.

(j) Certain data items identified in the DD Form 1423, Contractor Data Requirements List, require appropriate and timely data inputs from associate contractor(s) to permit the contractor to complete integrated data efforts.