N68335-09-R-0064 FINAL.doc

Section A - Solicitation/Contract Form

SECTION A

Blanket Purchase Agreement (BPA) Form/Conditions

These BPAs will be 100% set-aside for Small Business

A-01 Conditions for Maintenance of Agreement

This agreement may be modified by mutual agreement of the parties only. This agreement may be terminated upon 30 day written notice by either party to the other, except that the Government may immediately terminate this agreement at any time after the parties fail to agree upon any deletion, modification or addition to this agreement which is required by statute or regulation, Executive Order or the Federal Acquisition Regulation. No deletion, modification, addition to, or termination of this agreement shall affect any orders previously implemented under the provisions of this BPA.

This agreement shall remain in force for sixty (60) months after the effective date of this agreement.

The PCO shall issue a bilateral modification annually revising the terms and conditions of the BPA to conform with the applicable current requirements of the Federal Acquisition Regulation (FAR), the Department of Defense Federal Acquisition Regulation Supplement (DFARS), the Navy Marine Corp Acquisition Regulation Supplement (NMCARS) statutes, Executive Orders, or other regulations. Any revised terms and conditions of the BPA shall not apply to orders placed prior to the date of the bilateral modification incorporating such revisions.

A-02 Ordering and Types of Orders

This Agreement does not by itself order supplies or services. To bring this Agreement in operation, the Contracting Officer of the Authorized ordering activities shall issue:

(a) Priced Orders - Priced orders are defined as orders for which the parties have agreed upon price, delivery and all other terms and conditions of the order prior to issuance.

A-03 Content of Delivery Orders

Orders placed under this Agreement shall be in accordance with paragraph H-03, Section "H" herein.

POC

BPA POC: Robert Battaglia (732) 323-7535, email: robert.battaglia@navy.mil Responses should be mailed to the Naval Air Warfare Center Aircraft Division Highway 547 Building 562-3, Lakehurst, NJ 08733 Attention: Karin Weinert and be received no later than 10 August 2009 at 2:00 p.m. Email responses will not be accepted. Hard copies of this Solicitation and Amendments will NOT be mailed to the contractors.

Section B - Supplies or Services and Prices

SECTION B

BPA CLINs

IAW SOW Para 4.1

IAW SOW Para 4.2

IAW SOW Para 4.1

CONTRACT MINIMUM/MAXIMUM QUANTITY AND BPA VALUE

The minimum quantity and BPA value for all orders issued against this BPA shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and BPA value for all orders issued against this BPA shall not exceed the maximum quantity and BPA value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$5,500,000.00

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$5,500,000.00

NOTE

The total value of the subject Blanket Purchase Agreement shall not exceed $5,500,000.00.

The Government reserves the right to issue multiple Blanket Purchase Agreements with a maximum estimated value of $5,500,000.00 for the life of each Agreement and to repeat the solicitation process when the maximum estimated value has been exceeded. Individual orders will be issued on a Firm-Fixed Price basis. The Government reserves the right to issue orders at less than $3,000.00, under established BPA, without further competition. All orders over $3,000.00 will be competed among BPA vendors, in accordance with Section H-08, that were awarded a BPA under this solicitation. The Government reserves the right to award additional BPAs or release firms after the award of the initial Blanket Purchase Agreements.

Section C - Descriptions and Specifications

SECTION C

Statement of Work For the Procurement of Transit Cases to Support Command, Control, Computers, Communications, Intelligence, Surveillance and Reconnaissance (C4ISR)

1.0

INTRODUCTION

The Naval Air Warfare Center Aircraft Division (NAWCAD) Patuxent River, St. Inigoes, Special Communications Requirements (SCR) Division, is engaged in the design, development, integration, test and evaluation, installation, fielding, certification, maintenance, life cycle and logistic support of electronic and communications systems, subsystems, and equipment. These systems are provided to users within the Navy, Army, Air Force, Joint Special Operations Forces (SOF), and other DoD or Government agencies in order to fulfill urgent or emerging mission requirements. The purpose of this five year BPA is to provide SCR Division with transit cases essential to meet the sponsors quick reaction mission functions in the field of Command, Control, Computers, Communications, Intelligence, Surveillance and Reconnaissance (C4ISR) Electronic Systems. Representative of the possible SCR Division sponsors, programs, systems or equipment requiring expertise in C4ISR Electronic Systems are:

a) Joint Operations Forces/Naval Special Warfare Programs

b) Critical Infrastructure/Information Assurance Programs

c) Homeland Security/Operations Centers/Continuity of Government Programs

d) Local/State/Federal Public Safety and Emergency Operations

e) Local/State/Federal Law Enforcement Operations

f) Distance Education, Video-Conferencing and Tele-Medicine Systems

g) Sensor, Security and Surveillance Systems

h) Tactical and Strategic Military C3/C3I/C4/C4I/ C41SR Programs

i) Navy/SOF Aviation Programs

j) Transportable/Mobile Broadcast Television Systems

k) Transportable/Mobile Broadcast AM/FM/Shortwave Radio Systems

1.1 SCOPE

The contractor shall provide supplies to NAWCAD, Patuxent River, St. Inigoes, MD. Transit Cases shall support the rapid design, development, procurement, prototype, modification, integration, test and evaluation, installation, fielding, certification, maintenance, life cycle and logistics support of C4ISR Electronic Systems. The resulting systems shall be employed within user locations or platforms including shipboard, aircraft/airborne, weapon systems, on small crafts, boats, shelters or vehicles. Commercial off the Shelf (COTS)/ Government off the Shelf (GOTS) equipment incorporation will be mandatory in providing the latest capabilities to NAWCAD customers. Although not all inclusive, transit cases for C41SR systems which are of particular interest to SCR Division and its sponsors include the following:

a) Mobile command, control, and communication capability systems –To include Advanced Liaison Communication Vehicle (ADVON) which assists local first responders, provides medical and technical assistance, and paves the way for identification and arrival of follow-on assets.

b) Communication systems – To include Joint Worldwide Intelligence Communication Systems (JWICS), Joint Mobile Intelligence Communication Systems (JMICS), Joint Base Station (JBS), American Forces Network Europe (AFNE), Flyaway Broadcast System (FABS), Federal Emergency Management Agency (FEMA), Unified Command Suite (UCS), and Special Operations Media System-B (SOMS-B).

c) Air Force System Command – To include Remote Radio Secure Voice System (RRSVS).

2.0 APPLICABLE DOCUMENTS

The following documents and document sources are provided for reference (the most current version at time of award). Requirements for SCR Division products to have interoperability among military, civilian, U.S., and foreign users may dictate an adherence to a wide variety of specifications and standards. Department of Defense (DoD) systems shall adhere to Joint Technical Architecture (JTA) Standards (Current Version). Non-DoD systems may be governed by numerous commercial, national or international standards. The standard development organizations listed are not all inclusive and are presented only as representative sources of the technological interface details which may be required by systems developed with this BPA.

Standards, Specifications, Instructions, and Developmental Organizations:

Department of Defense and/or Military, e.g. DoD-STD and MIL-STD Series

Joint Technical Architecture (JTA) Current Version

American National Standards Institute (ANSI)

International Standards Organization (ISO)

National Bureau of Standards

National Security Telecommunication and Information System Security

(NSTISS)

Defense Threat Reduction Agency (DTRA)

Instructions and Directives:

DoD-DIRECTIVE, 5000 Series

SECNAVINST 5000.2 B Implementation of Defense Acquisition Management Policies, Procedures, Documentation, and Reports

MIL-STD-882D System, Safety Program Requirements

MIL-HDBK 502 DoD Handbook Acquisition Logistics

DCID-1/21 Physical Security Standards for Sensitive Compartmented Information Facilities

MIL-HDBK 1791 Designing for Internal Delivery in Fixed Wing Aircraft

MIL-STD-209J Interface STD for Lifting and Tie Down Provisions

MIL-STD-810F Environmental Engineering Considerations and Laboratory Tests

3.0 TECHNICAL REQUIREMENTS

The contractor shall deliver transit cases and other items to the Government in accordance with paragraphs 4.1 through 4.5.

4.0 SPECIFICATIONS

4.1 TRANSIT CASE (4-15U). The contractor shall provide a transit case to SCR Division in order to develop new, enhance, or augment existing C4ISR electronic systems. The transit case shall have a 19”-24”width, 24”-36” depth, and 4RU-15RU height. In the event that the case in question must meet airline requirements for checked or carry on baggage, the case must not exceed 45 linear inches (l+w+h) for carry on requirements, and the check baggage requirement of 62 linear inches (l+w+h). Environmental: Temperature (-65° to +185° F), Corrosion Resistant, Water Tight/Resistant. All cases shall have capacity to receive any option in 4.2.

4.2 TRANSIT CASE (OPTIONS). The Transit Case shall contain, but shall not be limited to the following specifications:

4.2.1 Material

a. Composite (4-15U)

b. Fiber Glass (4-15U)

c. Carbon Fiber (4-15U)

d. Roto-Molded Poly Urethane (4-15U)

e. Ultra Lite (4-15U)

f. Aluminum (4-15U)

4.2.2 Frame Type

1. a. Removable

b. Fixed

2. a. T-Nut Rail

b. Clip Nut Rail

c. Drilled and Tapped Rail

3. a. 19” Wide

b. 24” Wide

4. a. Depths up to 36”

5. a. Removable Exterior Panels

6. a Slide Out Equipment Shelf

7. a. Table Dolly

4.2.3 Shock Mounting

a. 0 - 150 Lbs

b. 151 – 300 Lbs

c. 301-450 Lbs

4.2.4 Color

a. Black

b. Desert Sand

c. Grey

d. Green

4.2.5 Hardware

1. Material Type

a. Aluminum

b. Stainless Steel

2. Color/Finish

1. Hard Anodized

2. Alodine

3. Bare Metal

4. Oxide

5. Powder Coated

a. Black

b. Clear

3. Handles

1. Handle Type

a. Strap Type

b. Valise Type

c. Pocket Pull

d. Chest Style

e. Lift Ring

f. Extendable Tote Handle

2. Option

a. Spring Loaded

4. Latches

1. Latch Type

a. Trunk Style

b. Compression Spring

c. Strap Style

d. Wrap Style

e. Valise

f. Quarter Turn Butterfly

2. Latch Option

a. Lockable

b. Adjustable

5. Wheels

1. Caster Type

a. Fixed

b. Swivel

c. Locking Swivel

2. Wheel Options

a. Removable

b. Fixed

3. Material

a. Pneumatic (Inflatable)

b. Polyurethane

c. Rubber

6. Leveling Feet

a. Removable

b. Fixed

4.2.6 Stacking

a. Male / Female interlocking

b. Strap Style

c. Skid Rails

d. Molded Form

4.2.7 Integrated Drawer

a. Aluminum

b. Steel

1. Color/Finish

a. Hard Anodized

b. Alodine

c. Bare Metal

d. Oxide

e. Powder Coated

1. Black

2. Clear

3. Haze Grey

4. OD Green

5. Other

4.2.8 Lids

a. Customizable Depth (3-6”)

b. Handles

c. Built in Wheels

d. Lid Bags

1. Fixed

2. Removable

3. Zippered

4. Velcro

5. Nylon

6. Canvas

4.2.9 Lid Hanger

4.2.10 Pressure Release Valve

a. Automatic

b. Manual

c. Low Profile

4.2.11 Environmental

a. Ventilation Unit

b. Air Conditioner

c. Heater

d. De-Humidifier

e. Vent Plate

f. Humidity Gauge

g. MIL-STD-461 Electro Magnetic Interference Shielding

h. External Electrical Outlet

4.2.12 Foam Insert

a. Pick and Pluck Foam

b. Custom Foam

c. Fabric Lined Custom Foam

4.3 Foam Storage Case (up to 15 Ft3) The contractor shall provide a foam storage case to SCR Division in order to develop new, enhance, or augment existing C4ISR electronic systems. The foam case shall have an internal volume between approximately 2ft3-15ft3. Environmental: Temperature (-65° to +185° F), Corrosion Resistant, Water Tight/Resistant. All cases should have capacity to receive any option in 4.4.

4.4 Foam Storage Case Options The Foam Case shall contain, but shall not be limited to the following specifications:

4.4.1 Material

a. Composite

b. Fiber Glass

c. Carbon Fiber

d. Aluminum

4.4.2 Foam Insert

a. Pick and Pluck Foam

b. Custom Foam

c. Fabric Lined Custom Foam

4.4.3 Handles

a. Single Density

b. Dual Density

c. Carrying Handle

d. Extendable Tote Handle

4.4.4 Latches

a. Lockable

b. Non-Lockable

4.4.5 Shoulder Strap

4.4.6 Lid Stay

4.4.7 Lid Organizer

4.4.8 Color

a. Black

b. Desert Tan

c. OD Green

d. Haze Gray

e. Other

4.4.9 Pressure Release Valve

a. Automatic

b. Manual

c. Low Profile

4.4.10 Wheels

a. Caster Type

1. Fixed

2. Swivel

3. Locking Swivel

b. Wheel Options

1. Removable

2. Fixed

c. Material

1. Pneumatic (Inflatable)

2. Polyurethane

3. Rubber

4.4.11 Environmental

a. MIL-STD-461 Electro Magnetic Interference

4.5 ITEM UNIQUE IDENTIFICATION (IUID)

In accordance with Defense Federal Acquisition Regulation Supplement (DFARS) 211.274 Item Identification and Valuation Requirements, the contractor shall provide a unique item identifier for all delivered items for which the Government’s unit acquisition cost is $5,000.00 or more.

4.6 REPORTS

In accordance with CDRL A001, the supplier shall submit a monthly Past Due Report to be delivered on the first Friday of every month. The report shall include the following items and data:

a. Supplier’s name, BPA number, and Past Due Delivery Orders referenced.

b. Data calendar showing all Past Due deliverables and provide and explanation of why the deliverables are late and when they will be delivered.

5.0 DELIVERY SCHEDULE

The contractor shall deliver all supplies or services as prescribed in each individual delivery order.

Section D - Packaging and Marking

NOTE

Packaging and marking information will be provided on each order.

CLAUSES INCORPORATED BY FULL TEXT

5252.247-9508

PROHIBITED PACKING MATERIALS (NAVAIR) (JUN 1998)

The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper and similar hydroscopic or non-neutral material) is prohibited. In addition, loose fill polystyrene is prohibited for shipboard use.

Section E - Inspection and Acceptance

NOTE

Inspection and Acceptance will be determined on each order.

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

NOTE

Delivery information will be provided on each order.

All shipments under the agreement shall be accompanied by delivery tickets/packing slips that must contain at least the following information:

a. Supplier Name

b. Supplier part number

c. Manufacturer name (if different)

d. Manufacturer part number (if different)

e. BPA number

f. Date of purchase

g. Delivery Order number

h. Itemized list of supplies furnished

i. Quantity, unit price (less applicable discounts), and extended price of each line item

j. Date of delivery or shipment

k. Technical Point of Contact (TPOC) and program name

l. SCR part number; if supplied or applicable

m. Serial Number or UID number (if item meets criteria of Item Unique Identification (IUID) Clause at DFARs 252.211-7003)

n. Warranty Expiration Date

CLAUSES INCORPORATED BY REFERENCE

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

252.232-7003

ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (MAR 2008)

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

(1) Contract financing payment and invoice payment have the meanings given in section 32.001 of the Federal Acquisition Regulation.

(2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using Wide Area WorkFlow (WAWF) or another electronic form authorized by the Contracting Officer.

(3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. Information regarding WAWF is available on the Internet at https://wawf.eb.mil/.

(c) The Contractor may submit a payment request and receiving report using other than WAWF only when--

(1) The Contracting Officer authorizes use of another electronic form. With such an authorization, the Contractor and the Contracting Officer shall agree to a plan, which shall include a timeline, specifying when the Contractor will transfer to WAWF;

(2) DoD is unable to receive a payment request or provide acceptance in electronic form;

(3) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer's determination with each request for payment; or

(4) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System).

(d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payments requests.

5252.223-9001

NOTICE TO OFFERORS--USE OF OZONE DEPLETING SUBSTANCES (AUG 1993)

(a) In accordance with section 326 of Pub L.102-484, the Department of Defense is prohibited from awarding any contract which includes a DoD-directed specification or standard that requires the use of a Class I ozone depleting substance (ODS) or that can be met only through the use of such a substance unless such use has been approved by a senior acquisition official (SAO). The SAO approval is based on a technical certification that no suitable substitute for the ODS is currently available.

(b) To comply with this statute, the Navy has screened the specifications and standards associated with this solicitation. To the extent that ODS requirements were revealed by this review they are identified below:

(c) If offerors possess knowledge about any other Class I ODS required directly or indirectly by the specification or standards, the Navy would appreciate such information in your response to this solicitation. Offerors are under no obligation to comply with this request and no compensation can be provided for doing so.

5252.232-9511

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

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

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

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

5252.232-9513

INVOICING AND PAYMENT (WAWF) INSTRUCTIONS (MAR 2009)

(a) The following information is provided to assist the contractor in submitting invoices and receiving reports electronically through Wide Area Work Flow -- Receipt and Acceptance (WAWF) in accordance with DFARS 252.232-7003:

(1) Registration instructions, on-line training, user guides, quick reference guides, and other support documents and information can be found at the following website: WAWF Overview

(2) Vendors should contact the following POCs for additional support with registration or other WAWF issues, based on the administration of their contract:

(i) DCMA-administered contracts: Contact the ACO at the cognizant Defense Contract Management Agency (DCMA) office found in the contract.

(ii) Locally-administered contracts: Contact your local NAVAIR/NAWC Pay Office (Commercial Accounts) at [Insert phone number] or DFAS via the numbers listed at www.dfas.mil

(3) Information on the electronic forms the contractor shall utilize to comply with DFARS 252.232-7003 is available on the WAWF Functional Information and WAWF Training websites.

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

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

DoDAAC LOCATION TABLE

-Select Combo for Fixed Price Supplies and Services

-Select Cost Voucher for all Cost or T&M or CLINs.

-The 2-in-1 invoice is not authorized for use by NAVAIR

-Questions? Call 1-866-618-5988

DD1155

(Destination

Acceptance)

DD1155

(Source/Origin

Acceptance)

SF26

SF33

SF1449

SF1449

(Destination

Acceptance)

Schedule See

Schedule

Schedule See

Schedule See

Schedule

Schedule

Schedule See

Schedule

(c) Cost Vouchers also require the cognizant DCAA DoDAAC, which can be found by entering the contractor’s zip code in the Audit Office Locator at http://www.dcaa.mil. Contractors approved by DCAA for direct billing will not process vouchers through DCAA, but may submit directly to DFAS. Final voucher submission will be approved by the ACO.

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

See: 5252.201-9500 or 5252.201-9501

Technical Point of Contact or Contracting Officer's Representative

Section H - Special Contract Requirements

SECTION H

H-01 Discount Terms

Discount Terms, if applicable, will be shown on each order issued hereunder.

H-02 Terms of Agreement

This agreement shall remain in full force and effect for a period not to exceed 5 years from the effective date shown on cover page thereof.

H-03 Orders

Unless otherwise stated, the Contractor agrees that all proposals submitted and/or orders issued under this Agreement shall be deemed to contain the certifications and representations set forth herein. The primary method of order will be Firm-Fixed Price orders. The Contractor further agrees to submit with its priced proposal for the order, when required by the Contracting Officer, cost and pricing data on Standard Form 1411 or an acceptable substitute.

Orders will be issued by the Government in the form and manner set forth in this agreement. It is agreed between the parties that there is no obligation upon the Government under the terms therefore to issue any such order and that the Government shall not incur any liability to the Contractor if no such order is issued.

H-04 Orders issued hereunder will include, as applicable, but will not be limited to the following:

a. Blanket Purchase Agreement Contract Number

b. Negotiation authority

c. Order Number

d. Order rating

e. Government point of contact

f. Provide a general description of the work to be performed, including the equipment and/or components in accordance with the Statement of Work contained herein.

g. Specify criteria for acceptance

h. F.O.B. point and applicable F.O.B. clause(s)

i. Specify the point of final inspection and acceptance of services or supplies ordered.

j. Applicable inspection clause(s)

k. Specify required delivery schedule or period of performance and the effective date from when billing shall begin.

l. Packing and marking requirements.

m. Indicate if applicable, what data, drawings, specifications, or other source material including the end items equipment or applicable component, if any, to be furnished by the Government and dates which contractor may expect to receive the data or equipment.

n. If applicable, furnish security handling requirements (DD Form 254)

o. Show citation of funds, office of payment, and other instructions or information, pertinent to the specific order hereunder.

p. When applicable, an estimated amount for travel, per diem and materials.

q. "As Required" clauses from Section I applicable to that order by FAR Reference No., Title and Date.

H-05 The Contractor agrees to accept or reject each order within five (5) working days after it has been received. Rejection of an order shall be by telephonic notice from the Contractor to the Contracting Officer, followed by written confirmation. If the Contracting Officer does not receive notice of rejection of an order within five days after the order has been received by the Contractor, the order shall be deemed to have been accepted.

H-06 Ordering Procedure

a. The Government will issue orders under this BPA by utilizing form DD Form 1155

b. All orders issued by the Government hereunder shall incorporate by reference the terms of this Blanket Purchase Agreement.

c. The Government contemplates issuance of priced orders. Upon request of the Contracting Officer, the Contractor shall furnish a proposal for the required supplies and/or services, enter into negotiation as soon thereafter as practicable and establish price, firm delivery schedules and all other terms applicable to this requirement.

d. Order Modifications will be issued on Standard form 30 where it is necessary to:

(i) Confirm consideration or agreements by the parties:

(ii) Modify orders to correct procedural or typographical errors, or effect changed of an administrative nature;

(iii) Make any written alteration of the specifications, delivery point, rate of delivery, contract period, price quantity or other provisions of an existing order.

H-07 The TPOC is responsible for the technical aspects of the project and technical liaison with the BPA suppliers. The responsibilities include the following:

a. Monitoring the Supplier’s technical progress, including the surveillance and assessment of performance; the establishment of quality assurance standards, testing requirement standards, and assuring these standards are met. The TPOC will make recommendations to the Contracting Officer of any changes in requirements.

b. Interpreting specification and any other technical performance requirements and ensuring the items added to the BPA or technical requirements are clearly defined.

c. Performing technical evaluation as required; approving all technical data submitted by the supplier ensuring that competitive sources are evaluated, and recommended.

d. Ensure technical inspections and acceptances required by each delivery order are made under the BPA.

e. Assisting in the resolution of technical problems encountered during performance and report those problems to the individual authorized to place delivery orders on this BPA.

H-08 Delivery Orders issued under the BPAs

When there is a requirement for a delivery order, applicable BPA holders will be sent a delivery order RFQ. Each BPA holder that receives a delivery order RFQ shall respond with a quote or a statement of “No Bid” within 48 hours of the issuance of the RFQ. The delivery order RFQ may be based solely on price or employ a negotiated procurement process. If a negotiated strategy is employed, the following factors may be used to determine the best value to the government:

a. Price

b. Lead-Time

c. Past Performance – The ability of the supplier to provide the required equipment in a timely manner and demonstration of a commitment to quality.

d. Other factors the ordering Contracting Officer deems appropriate.

H-09 Addition of new items to BPA

After BPA award the Government may solicit or the suppliers may independently propose new, improved, or additional items that will satisfy the Government’s changing needs on no more than a BI-ANNUAL BASIS. These new, improved, or additional supplies may be offered or requested to improve performance, meet new Government needs, save money, increase customer satisfaction, increase efficiency, and for any other purpose which presents an advantage to the Government. Authorization to add new, improved, or additional supplies to be added to the BPA will be made by the Contracting Officer. The new, improved, or additional supplies shall still fall within the scope of the SOW of the BPA. The supplier’s proposal shall contain a data set/table of the proposed items, containing the following information:

a. Supplier Name and Part Number

b. Supplier Lead Time ARO

c. Manufacturer Name and Part Number (if different)

d. Manufacturer Lead Time (if it is not included in Supplier Lead Time)

e. GSA Schedule Number and Price

f. Commercial/Published Price

g. Warranty Period (All items are to have a minimum of 1 year warranty period)

h. Preferred Price by Ordering Period

i. Public Specifications

j. Proprietary Specifications

k. Suppliers shall demonstrate how the product complied with the minimum mandatory SOW requirements.

H-10 Product Substitution

In the event that products are no longer available, manufacturer discontinued, obsolete, or not cost effective to the Government, in the replacement of that product the supplier shall provide substitutions that meet the following criteria:

a. The functional and technical characteristics are equal to or better than the original product – The substitution shall not cause nay negative impact to any Government’s system or application, or cause an increase to the total operating cost to the Government.

b. The price is equal to or less than the price of the product it is to replace.

c. The product shall be a commercial item in accordance with FAR 2.101.

d. The supplier shall provide sufficient detailed information to corroborate the substitution. The replacement product must be approved in writing by the Contracting Officer and modified into the BPA.

H-11 Product Authentication

a. Definition:

“Counterfeit product” means any item, including hardware and software, that is an unauthorized copy, replica, or substitute.

b. To be eligible for award of a delivery order, the offeror must –

(i) Have written authorization from the Original Equipment Manufacturer (OEM) or software developer to function as a distributor or resller of the subject product or

(ii) Certify that it will assume all liabilities and replacement costs if it is determined by the OEM that the product supplied is a counterfeit product

c. Representation. The offeror represents and warrants, as part of its offer, that:

(i) Only new and authentic materials are used in the product delivered to the Government and that the product contains no counterfeit parts, and

(ii) It complies with the requirements identified in paragraph (b) above.

CLAUSES INCORPORATED BY FULL TEXT

5252.227-9507 NOTICE REGARDING THE DISSEMINATION OF EXPORT-CONTROLLED TECHNICAL DATA (NAVAIR) (OCT 2005)

(a) Export of information contained herein, which includes release to foreign nationals within the United States, without first obtaining approval or license from the Department of State for items controlled by the International Traffic in Arms Regulations (ITARS), or the Department of Commerce for items controlled by the Export Administration Regulations (EAR), may constitute a violation of law.

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

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

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

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

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

5252.243-9504

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

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

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

(c) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer’s. In the event the contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof. The address and telephone number of the Contracting Officer is: Keith Davis, NAWCAD-LKE Contracts Dept., HWY 547, Lakehurst, NJ 08733 Phone: (732) 323-2243 E-mail: keith.davis@navy.mil 5252.246-9526

PROVISIONAL ACCEPTANCE UNDER SPECIAL CONDITIONS (NAVAIR)(OCT 2005)

(a) Acceptance under Special Conditions. The Government may, at the discretion of the Contracting Officer, finally or provisionally accept any supply prior to completion of work on such supply in the following situations:

(1) When the contractor, despite the exercise of due diligence, encounters unavoidable delay in securing contractor-furnished property;

(2) When Government-furnished property suitable for installation in any supply to be furnished hereunder is not delivered to the contractor in sufficient time to permit installation by the contractor prior to the date the supply is scheduled for delivery; or,

(3) When defects or deficiencies are known to exist in the supply, but when correction of the defects or deficiencies is not practicable within the delivery schedule set forth in the contract.

(b) Pending completion of any supply provisionally accepted under this provision, the Contracting Officer shall withhold an amount as he determines to be appropriate from the contract price that represents the estimated value of the work remaining to be performed. The withhold will be released after final acceptance.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.212-5 CONTRACT TERMS AND CONDITI0NS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (FEB 2009) (DEVIATION 2004-O0002: APR 2004)

(a) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (a) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(b) (1) Notwithstanding the requirements of any other clause in this contract, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause.

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (May 2004)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

(iv) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

(v) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998)(29 U.S.C. 793).

(vi) 52.222-39, Notification of Employee rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(vii) 52.222-41, Service Contract Act of 1965, (Nov 2007), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)

(viii) 52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

(ix) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(x) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.)

(xi) 52.222-54, Employment Eligibility Verification (Jan 2009).

(xii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64,

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA--MODIFICATIONS (OCT 1997) - ALT IV (OCT 1997)

(a) Submission of cost or pricing data is not required.

(b) Provide information described below:

52.219-28

POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUN 2007)

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the exercise date specified in the contract for any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/services/contractingopportunities/sizestandardstopics/

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure they reflect current status. The Contractor shall notify the contracting office by e-mail, or otherwise in writing, that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in ORCA for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code [339999] assigned to contract number [TBD].

[Contractor to sign and date and insert authorized signer's name and title].

Signature

Date

Signer’s Printed Name

Signer’s Title

52.223-11

OZONE-DEPLETING SUBSTANCES (MAY 2001)

(a) Definition. Ozone-depleting substance, as used in this clause, means any substance the Environmental Protection Agency designates in 40 CFR part 82 as--

(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or

(2) Class II, including, but not limited to, hydrochlorofluorocarbons.

(b) As required by 42 U.S.C. 7671j(b), (c), and (d) and 40 CFR Part 82, Subpart E, the Contractor shall label products which contain a class I or class II ozone-depleting substance or are manufactured with a process that uses class I or class II ozone-depleting substances, or containers of class I or class II ozone-depleting substances, as follows: "WARNING: Contains (or manufactured with, if applicable) ___________*______________, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere."

*The Contractor shall insert the name of…