N68335-12-R-0021.doc

Section A - Solicitation/Contract Form

POINTS OF CONTACT

Procurement Office Point of Contact (POC)

Naval Air Warfare Center –Aircraft Division - DoDAAC (N68335)

Hwy 547 – Bldg 120 Room 180

Attn: Patrick Smith

Lakehurst, NJ 08733-5082

Phone: (732) 323-7754

Fax : (732)-323-7531

Email: patrick.w.smith2@navy.mil Note: For purposes of this contract, the terms Technical Point of Contact and Contracting Officer’s Representative are used interchangeably.

For information on the clauses incorporated into this contract go to: https://farsite.hill.af/mil/ This agreement is entered into XX XXXX XXXX, by the United States of America (the “Government”) represented by XXXXXXXX, the Contracting Officer, and TBD, a corporation organized and existing under the laws of the Commonwealth of XXXXXXXX (the “Contractor”).

A-01 DESCRIPTION OF AGREEMENT

This Basic Ordering Agreement (BOA), as defined in FAR 16.703, provides the terms and conditions under which the Contractor is required to provide supplies/services as identified in Section B. This “agreement” is primarily used as a means to expediting procurement and is neither intended to restrict competition nor imply that the Government may place future orders for supplies/services described in the Schedule, Section B, hereunder.

A-02 AUTHORIZED ORDERING AND AUTHORIZED REQUIRED ACTIVITIES

ORDERING / DEFINITIZING ACTIVITIES

The Contracting Officer of the following Government Activities may place orders under this agreement:

(1) N68335

Naval Air Warfare Center Aircraft Division

Hwy 547

Lakehurst, NJ 08733

Except as may be otherwise specifically stated herein, whenever the words “Contracting Officer” are used in the terms and conditions of this Agreement, they shall mean the Procuring Contracting Officer (POC) of the ordering activity and the Administrative Contracting Officer (ACO) of the Contracting Administrative Office (SF 26 Block 6).

REQUIRING ACTIVITIES

The cognizant requiring activity designated below will determine appropriate requirements to be set forth in priced and undefinitized ceiling priced/unilateral orders issued in accordance with Section H.

N00421

Naval Air Warfare Center Aircraft Division

Code 4.5X

41110 Shaw Road, Unit 5

Pawtuxet River, MD 20670

A-03 CONDITIONS FOR MAINTENANCE OF THIS AGREEMENT

This agreement may be modified by mutual agreement of the parties only. This agreement may be terminated upon thirty (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, Executive Order, Federal Acquisition Regulation or the Defense Acquisition Regulation. No deletion, modification, addition to, or termination of this agreement shall affect any orders previously implemented under the provisions of this BOA.

This agreement shall remain in full force and effect for three (3) years unless terminated as provided above.

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

Any order issued during the effective period of this BOA and not completed within that period shall be completed by the Contractor within the time specified in the order. The BOA shall govern the Contractor’s and Government’s rights and obligations with respect that order to the same extent as if the order were completed during the BOA’s effective period.

A-04 ORDERING AND TYPES OF ORDERS

This Agreement does not by itself order supplies or services. To bring this Agreement into operation, the Contracting Officer of the authorized ordering activity (Clause A-02) shall issue either an Order as outlined below:

(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. These firm fixed price or cost reimbursable orders may be placed unilaterally when the Government accepts the contractor’s proposal precisely as proposed or must be issued bilaterally when the agreed upon prices, delivery schedule or other terms differ from the proposal. In either event, the terms and conditions of the order shall constitute binding obligations of the parties.

(b) Ceiling Priced Orders / Unilateral Orders. Ceiling priced/unilateral orders are defined as Undefinitized Contract Action (UCA) orders issued prior to agreement upon contractual terms, specifications or price before performance is begun to provide the supplies/services stipulated on the order. When the Contracting Officer considers that the urgency of the requirements so warrants, a ceiling priced/unilateral order may be issued containing a monetary Not-To-Exceed (NTE) / limitation of Government liability for all the items listed therein. This monetary limitation shall be definitized upon establishment of final negotiated order prices. Such orders authorize and require immediate commencement by the Contractor with implementation of accounting controls as provided in paragraphs A-06 and A-07.

(c) Each order issued hereunder is a separate contract and shall refer to the Agreement and be subject to the terms thereof. The Contractor is not authorized to incur costs or commence performance to furnish supplies or services under this Agreement until an order is issued by the Contracting Officer and accepted by the Contractor.

(d) It is further agreed that within five (5) calendar days after receipt of such order, the Contractor will accept or reject in writing such order or any line item (CLIN/SLIN) thereof, provided that for any line item rejected, funds allocated thereto shall not be available for remaining line items. Orders shall be effective and binding only when accepted by the Contractor. To formally reject an order, the Contractor shall either submit a letter or other written communication to the Contracting Officer, or the Contractor may write across the face of the order in bold letters, REJECTED, and in a conspicuous place on the face of the order, the signature and title of the company official and date.

A-05 CONTENT OF ORDERS

Orders awarded under this Agreement shall be in accordance with Section H herein.

A-06 MAXIMUM LIABILITY OF THE GOVERNMENT

Pending the establishment of definitized prices, as provided in A-04 above, the maximum liability of the Government under any ceiling priced / unilateral order shall not exceed the NTE / limitation of Government liability dollar amount set forth on each order, as may be adjusted in writing by the Contracting Officer. Pending the establishment of definitized prices, the Contractor shall not be obligated to incur costs or deliver material, which exceeds the NTE amount of any order.

A-07 UTILIZATION OF CEILING PRICES FOR ORDERS

Due to funding limitations, certain orders may require the establishment of an NTE ceiling price. This requirement will be identified prior to the placement of any UCA delivery or task order. The resultant undefinitzed order will contain a ceiling price, which may not be exceeded under any circumstances and is subject to downward revision only as a result of the negotiations conducted pursuant to Section H, Clauses 5252.216-9533 Orders under BOAs (Fixed-Price) or 5252.216-9536 Orders under BOAs (Cost Reimbursement).

A-08 AUTHORIZED REPRESENTATIVE OF THE PROCURING CONTRACTING OFFICER (PCO)

The authorized representative of the Procuring Contracting Officer for the purpose of definitizing ceiling priced orders issued under this Agreement is DCMA XXXXXXXXXXXXX . Such authority of the DCMA includes allowing the ACO or his/her authorized representative to exercise judgment under the terms of the “Disputes” provisions of this Agreement.

A-09 PROCEDURES FOR PRICING CEILING PRICED/UNILATERAL ORDERS

Procedures for pricing ceiling priced orders shall be in accordance with Section H, Clauses 5252.216-9533 Orders under BOAs (Fixed-Price) or 5252.216-9536 Orders under BOAs (Cost Reimbursement) incorporated into Section H.

A-10 ORDER OF PRECEDENCE

Any inconsistency in this BOA shall be resolved by giving precedence in the following order: (1) the schedule, (excluding the specifications); (2) representations and other instructions; (3) contract clauses; (4) other documents, exhibits, and attachments; and (5) the specifications, Section B - Supplies or Services and Prices

Lot

Operator Support Services - FFP

FFP

Operator Support for PGSS/PSUAS/Helios - FFP

FOB: Destination

NET AMT

Lot

Operator Support Services-Cost

COST

Operator Support for PGSS/PSUAS/Helios - Cost

ESTIMATED COST

Lot

Logistics Support - FFP

Logistics support PGSS/PSUAS/HELIOS

NET AMT

Lot

Logistic Support - Cost

Logistics support PGSS/PSUAS/HELIOS

ESTIMATED COST

Lot

Training Support-FFP

Training Support PGSS/PSUAS/HELIOS

NET AMT

Lot

Training Support - Cost

Training Support PGSS/PSUAS/HELIOS

ESTIMATED COST

Lot

Pack-out Support - FFP

Packout Support PGSS/PSUAS/HELIOS

NET AMT

Lot

Packout Support - Cost

Packout Support PGSS/PSUAS/HELIOS

ESTIMATED COST

Lot

Travel

Travel CLIN for travel required at the order level

ESTIMATED COST

Lot

Material

Material CLIN for material purchases on order level

ESTIMATED COST

Contract Data Requirements List (CDRL)

CDRL's for adminstrative, financial, and technical reporting. Reporting will be identified per requirement.

NET AMT

Section C - Descriptions and Specifications

STATEMENT OF WORK (SOW)

NAVAIR AIR-4.5x

Special Surveillance Program (SSP)

Basic Ordering Agreement (BOA) Contents

121.

Introduction

122.

Performance Requirements – operator support

132.1 Support Personnel Qualifications

Error! Bookmark not defined.2.1.1 Recruitment and Evaluation Operator candidates

132.2 Duties

133.

Performance Requirements – logistics and deployment support (conus & oconus)

143.1.1 OCONUS Logistics Support

154.

Performance Requirements – TRAINING and deployment support (conus)

155.

Period of Performance (POP)

156.

Defense Base Act (DBA) Insurance

157.

Travel

158.

GOVERNMENT FURNISHED PROPERTY (GFP)

159.

Management Support

169.1 Security Officer

Appendix I - GFE Deployment Hardware Support

Appendix II – Deployment Spares List………………………………………………………...9

1. Introduction

NAWC-AD’s AIR-4.5x Special Surveillance Programs (SSP) has responsibilities in a number of reconnaissance and surveillance programs for Navy and other DoD agencies. These systems include both unmanned aircraft and aerostats programs. Specifically, NAVAIR has been tasked by DoD to provide OCONUS Operational support for Persistent Ground Surveillance Systems (PGSS) deployed to Forward Operating Bases (FOBs) throughout Afghanistan. Other programs include the HELIOS Copper-Head and the Persistent Surveillance Unmanned Aerial System (PSUAS).

PGSS works with FOB Commanders to help deter and prevent attacks against US and Coalition troops fighting the Global War on Terror (GWOT). Copper-Head works to deter and foil improvised explosive device emplacements while PSUAS provides persistent surveillance air coverage over a specific area of interest. All these SSP programs provide essential and vital resources to combat threats posed by radical terrorists, rogue regimes, failed states and other adversaries. Protecting warfighters, their equipment and supply routes from danger is an essential mission in hazardous environments.

Experience, both past and present in Afghanistan and Iraq, in support of Operation Iraqi Freedom (OIF) and Operation Enduring Freedom (OEF), has shown the necessity and value of SSP in supporting Theater Commanders, On-Scene Commanders and On-the-Ground Troops. Persistent Intelligence, Surveillance, and Reconnaissance (ISR) systems provide a cost-effective force multiplier to the uniformed services.

The tasking and efforts outlined in the Statement of Work (SOW) define the personnel services, logistics support, training and management support required to operate and maintain SSP in supporting current GWOT efforts.

2. Performance Requirements – operator support

The Contractor shall provide PGSS and or PSUAS operator support and the necessary infrastructure required to manage, maintain and support the operator. The Contractor shall provide the Government the following:

Six (6) to (10) weeks of CONUS Operator Training at a Government provided facility and Government provided curriculum and One week of Pre-Deployment Out-processing at Patuxent River, MD; plus OCONUS Operator deployment for a 12 month period starting after training.

Training shall occur at the Yuma Proving Ground (UPG) in Arizona or NAWC Weapons China Lake CA. Pre-deployment out-processing shall occur at Patuxent River NAS MD. OCONUS departure shall be from BWI through Kuwait to Afghanistan. All intra-Afghanistan travel shall be provided by the government using MILAIR.

The Government shall not be obligated to purchase any minimum number of operator hours or minimum lots of operators.

2.1 Support Personnel Qualifications

Support personnel shall be trained by the Government at the Government's expense in Government facilities to acquire the skills necessary to support the program.

The Contractor shall provide support personnel who are capable of working in a hazardous military environment at FOBs with limited or primitive human support facilities. Personnel with physical or mental limitations that restrict their ability to perform the required tasks may be removed from the program at any time.

The Contractor shall provide support personnel capable of participating in SSP overseas in six (6) month minimum increments. The Contractor provided support personnel shall be eligible to obtain a SECRET security clearance before deployment OCONUS. Proof of operator certification shall be submitted to the Government prior to deployment. The Contractor shall make every effort to select candidates that will become operators and remain in the program for several tours of duty.

2.2 Duties

SSP operators shall support military peacetime and combat activities in both forward operating bases (FOBs) and secure military installations. Duties shall include but are not limited to:

· Performs flight operations.

· Responsible for pre and post flight system checks.

· Operation of the SSP systems to accomplish mission requirements.

· Emplacement, displacement, inspection, periodic and scheduled maintenance, and documentation management of SSP systems equipment.

Operators shall possess and maintain a SECRET clearance prior to acceptance into the Government's training program. An interim SECRET clearance will be considered valid.

3. Performance Requirements – logistics and deployment support (conus & oconus)

The Contractor shall provide logistic and deployment support for Afghanistan HUBs. Logistics support includes providing initial and sustainment Pack-Outs, initial spares capability for each FOB and Hub, periodic resupply of spare items at FOBs and Hubs, and response to war/weather losses. The Contractor shall maintain an appropriate level of inventory at each HUB and shall be responsible for ensuring timely delivery of supplies to all FOBs within a specific HUB. A sample list of items is provided as appendix II. Support shall encompass a competitive vendor selection process. Large businesses shall provide a Small Business Subcontracting Plan and utilize small businesses when possible. Contractors shall have an approved purchasing system and shall track material and Government Furnished Property (GFP) acquired under contract and distributed to FOBs.

The Contractor shall provide logistics personnel to operate each HUB. Personnel requirements will include, security evaluation, personnel training, mobilization, deployment, support, sustainment, and redeployment of personnel to HUBs. The Contractor shall provide the deployment pack-out list of items included in Appendix I for all SSP personnel in direct support of the program.

The Contractor shall maintain a logistic support infrastructure that provides full range, cradle-to-grave logistics support, equipment, and personnel for all CONUS and OCONUS locations. The Contractor shall mobilize, deploy, support, sustain, and redeploy PGSS equipment, components, support equipment, and spares for all CONUS and OCONUS locations.

3.1.1 OCONUS Logistics Support

The contractor shall provide capable logisticians who will be responsible for providing movement, supply, storage and communications support to all HUBs and FOBs. Specifically, contractor logisticians will:

· Receive, process and schedule forward movement for operators, field service representatives, and analysts.

· Establish and maintain storage facilities for spares, equipment and supplies.

· Maintain personnel status reports.

· Receive process and forward personal mail.

· Procure local goods and supplies required by FOBs.

· Conduct site visits and surveys for new installation sites.

· Coordinate movement of personnel and equipment between HUBs and FOB sites.

· Interface with PGSS and PTDS theater and regional command leads including military

· Maintain an electronic database for all equipment, spares and supply.

· Provide informal instruction and on the job training (OJT) to SSP/Host Unit maintainers and operators

· Provide coordination, recording, packaging, and tracking of Line Replaceable Units (LRU’s) being returned to the contractor for repair.

· Provide Reliability and Maintainability (R&M) tracking data using the contractor provided tools for PGSS program assets associated with this effort.

The Contractor shall have the facility and personnel available to support all shipping and receiving CONUS and OCONUS; and be able to facilitate the movement of personnel in and out of operational areas.

4. Performance Requirements – TRAINING and deployment support (conus)

The Contractor shall provide training for PGSS and PSUAS instructors and operators. The Contractor shall maintain training materials, course content, and lesson plans plus stay current with PGSS/PSUAS/Copper-Head capabilities and GCS/Shelter upgrades. Training shall cover specific PGSS or PSUAS or Copper-Head Operator training. The course will cover responsibility for the effective utilization of the Intelligence, Surveillance, and Reconnaissance (ISR) capabilities of the SSP systems. The operator designation is further broken down into distinct roles and corresponding responsibilities. These roles include flight Engineer, pilot, payload operator, handler, and launch and recovery director.

The Contractor shall provide one week of pre-deployment out processing at Patuxent River, MD. The contractor shall provide the deployment pack-out list of items included in Appendix I for all SSP personnel in direct support of the program.

5. Period of Performance (POP)

The POP for the BOA’s will be thirty-six (36) months from date of award. The period of performance for each requirement will be determined at the order level.

6. Defense Base Act (DBA) Insurance

All personnel performing duties in hazardous areas OCONUS shall be included in and insured with a policy covering DBA requirements.

7. Travel

The Contractor and personnel on each order shall be required to travel CONUS and OCONUS in the performance of this contract. OCONUS travel consists of travel to Afghanistan. CONUS travel includes, but not limited to Yuma, AZ and Patuxent River, MD. The number of trips, personnel, locations and duration of travel will be identified at the delivery order level. All reimbursable travel performed shall be in accordance with the Joint Travel Regulations (JTR). Travel cost budgeting shall be calculated and proposed per PGSS operators provided.

8. GOVERNMENT FURNISHED PROPERTY (GFP)

The Government shall provide each operator with a Pre-Deployment kit defined in Appendix I. The Government shall provide shelter, food and emergency medical care for each SSP operator provided under this SOW.

9. Management Support

The Contractor shall provide management support for the efforts conducted under this SOW at no additional cost to the Government; this support includes making travel arrangements, human resource functions and holding and maintaining security clearances. The Contractor shall assign a CONUS Program Manager to lead the projects described by this BOA. The Program Manager shall have the authority to direct and control all activities of the Contractor provided operators and operators-in-training. The PM shall serve as the single Point of Contact (POC) for the resolution of all issues under this contract, including but not limited to personnel and financial. The Contractor PM shall be responsible for ensuring that the Contractor provides the program management, travel and human resources support defined in this SOW. The PM shall be the primary Contractor Project Team POC to the NAVAIR Program Manager.

9.1 Security Officer

The Contractor shall designate a Facility Security Officer (FSO) to handle all security issues related to efforts performed under this BOA. The Security Officer shall operate in accordance with Defense Security Service (DSS) guidelines. The FSO shall ensure at a minimum, that all operators:

· Are cleared to SECRET level

· Receive annual security reviews

A DD254 shall be issued for classified efforts during CONUS training or OCONUS operations. No classified work is authorized without a fully executed DD254.

Appendix I - Deployment Pack-Out List The following will be provided for all OCONUS PGSS personnel in direct support of the program. (Note: This list is not inclusive of all requirements and is subject to change.)

- 3 in 1 Jacket

- Anvil Duffle Bag

- Back Pack

- Birth Certificates

- Bite Valve Cover

- Blood work

- Body Armor and Helmets

- Boonie Hat

- Boots

- Common Access Carrier (CAC) cards

- Dog Tags

- Fire Retardant Neck Gator

- Fire Retardant T-Shirts

- Flashlight

- Foot Powder

- Gloves (Neoprene, Seirus Xtreme, Hatch Nomex)

- H1N1 Screening

- Helmet Cover

- Helmet Light

- Hydration Pack

- Immunization/Shots

- Locking “D” Rings

- Long Sleeve Shirts

- Multi-Pliers

- NBC Gear

- Neck Gator

- Notary Support

- Nuclear Biological and Chemical (NBC) training

- Pants

- Passports

- Physical Exams

- Poncho

- Power of Attorney

- Shorts

- Skull Cap

- Sleeping Bag

- Sun/Tactical Eyewear

- Thermal Bottom

- Thermal Top

- T-Shirts

- Wheeled Duffle Bag

- Will and Testament

Appendix II - Deployment Spares List The following represents a sample list of items required to support OCONUS operations in direct support of the program. (Note: This list is not inclusive of all requirements and is subject to change.)

Section D - Packaging and Marking

CLAUSES INCORPORATED BY FULL TEXT

5252.247-9507

PACKAGING AND MARKING OF REPORTS (NAVAIR) (OCT 2005)

(a) All unclassified data shall be prepared for shipment in accordance with best commercial practice. Classified reports, data and documentation, if any, shall be prepared for shipment in accordance with the National Industry Security Program Operating Manual, DoD 5220.22-M.

(b) The contractor shall prominently display on the cover of each report the following information:

(1) Name and business address of contractor.

(2) Contract Number/Delivery/Task order number.

(3) Contract/Delivery/Task order dollar amount.

(4) Whether the contract was competitively or non-competitively awarded.

(5) Name of sponsoring individual.

(6) Name and address of requiring activity.

5252.247-9508

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.

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:

As Specified in each Order

(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 AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

5252.246-9512

INSPECTION AND ACCEPTANCE (NAVAIR) (OCT 2005)

(a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by DCMA or a NAVAIR Government Representative.

(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.

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLAUSES INCORPORATED BY REFERENCE

5252.211-9507

PERIOD OF PERFORMANCE (NAVAIR) (MAR 1999)

(a) The BOA agreement shall commence on issuance of initial BOA agreements and shall continue for a period of 36 months. However, the period of performance for the individual delivery orders issued under the BOA’s will be determined per order.

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

5252.245-9509

PLACE OF DELIVERY - GOVERNMENT FURNISHED MATERIAL (NAVAIR) (MAR 1999)

(a) The Government will furnish to the contractor for use in connection with this contract the following material at the time specified:

Material

Quantity

Date

This will be determined on the order level if applicable. If applicable per the order, this clause will be included in the delivery order contract.

(b) The material will be delivered at the Government’s expense to the location designated in the contractor’s proposal for performance. Delivery includes delivery either directly to the factory/warehouse street location, or to a designated private siding if delivery is by rail.

(c) Only the material listed above in the quantity shown will be furnished by the Government. All other material required for performance of this contractor shall be furnished by the contractor. Such Government-furnished material shall be delivered at or near contractor’s plant under Government bills of lading, free of expense to the contractor, on board the conveyance selected by the Government. When rail delivery is designated by the Government as a mode of transportation and drayage from a team track to the contractor’s plant is necessary, the contractor agrees to arrange for prompt unloading of cars, pick-up and delivery of material to his plant free of expense to the Government.

5252.247-9521

PLACE OF PERFORMANCE (NAVAIR) (OCT 2005)

The services to be performed herein shall be performed either CONUS or OCONUS. The specific place of performance will be determined on each individual order.

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

52.232-20

LIMITATION OF COST (APR 1984)

(a) The parties estimate that performance of this contract, exclusive of any fee, will not cost the Government more than (1) the estimated cost specified in the Schedule or, (2) if this is a cost-sharing contract, the Government's share of the estimated cost specified in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within the estimated cost, which, if this is a cost-sharing contract, includes both the Government's and the Contractor's share of the cost.

(b) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that--

(1) The costs the Contractor expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of the estimated cost specified in the Schedule; or

(2) The total cost for the performance of this contract, exclusive of any fee, will be either greater or substantially less than had been previously estimated.

(c) As part of the notification, the Contractor shall provide the Contracting Officer a revised estimate of the total cost of performing this contract.

(d) Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause--

(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of (i) the estimated cost specified in the Schedule or, (ii) if this is a cost-sharing contract, the estimated cost to the Government specified in the Schedule; and

(2) The Contractor is not obligated to continue performance under this contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of the estimated cost specified in the Schedule, until the Contracting Officer (i) notifies the Contractor in writing that the estimated cost has been increased and (ii) provides a revised estimated total cost of performing this contract. If this is a cost-sharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule.

(e) No notice, communication, or representation in any form other than that specified in subparagraph (d)(2) above, or from any person other than the Contracting Officer, shall affect this contract's estimated cost to the Government. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the estimated cost or, if this is a cost-sharing contract, for any costs in excess of the estimated cost to the Government specified in the Schedule, whether those excess costs were incurred during the course of the contract or as a result of termination.

(f) If the estimated cost specified in the Schedule is increased, any costs the Contractor incurs before the increase that are in excess of the previously estimated cost shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice directing that the increase is solely to cover termination or other specified expenses.

(g) Change orders shall not be considered an authorization to exceed the estimated cost to the Government specified in the Schedule, unless they contain a statement increasing the estimated cost.

(h) If this contract is terminated or the estimated cost is not increased, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.

5252.201-9501

DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE (COR)(NAVAIR) (OCT 1994)

(a) The Contracting Officer has designated [TBD per service orders issued] as the authorized Contracting Officer’s Representative (COR) for this contract.

(b) The duties of the COR are limited to the following: [TBD per order issued under BOA agreements]

5252.204-9503

EXPEDITING CONTRACT CLOSEOUT (NAVAIR) (JAN 2007)

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

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

5252.232-9504

SPECIAL PAY INSTRUCTIONS FOR PAYING OFFICE (NAVAIR) (MAY 2006)

(a) Invoices submitted for payment, which do not contain contract line item number (CLIN) (or subline item number (SLIN), if any) and the accounting classification references number (ACRN) information, will be returned for correction.

(b) The disbursement of funds will be by the CLIN/SLIN/ACRN designation.

(c) If progress payments are authorized, payments will be made against the unliquidated balance of all applicable CLINs/SLINs.

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:

5252.232-9524

ALLOTMENT OF FUNDS (NAVAIR) (OCT 2005)

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

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

ITEM(S)

ALLOTTED TO FIXED FEE

[insert CLIN] $[insert dollar amount]

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

PERIOD OF

ITEM(S)

ALLOTTED TO COST

PERFORMANCE

[insert CLIN] $[insert dollar amount] [insert period]

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

5252.242-9511

CONTRACT ADMINISTRATION DATA (NAVAIR)(MAR 2008)

(a) Contract Administration Office.

(1) Contract administration functions (see FAR 42.302 and DFARS 242.302) are assigned to:

See the ADMINISTERED BY Block on the face page of the contract or modification.

(2) Contract administration functions withheld, additional contract administration functions assigned, or special instructions (see FAR 42.202) are: [insert the appropriate information concerning functions withheld or additional functions assigned] or as delineated by Procuring Contracting Officer (PCO) correspondence.

(b) Inquiries regarding payment should be referred to: MyInvoice at https://myinvoice.csd.disa.mil//index.html.

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY REFERENCE

5252.211- 9510

CONTRACTOR EMPLOYEES (NAVAIR)(MAY 2011)

(a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall:

(1) Not by word or deed give the impression or appearance of being a Government employee;

(2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government-sponsored event, or an event outside normal work spaces in support of the contract/order;

(3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal written and electronic correspondence. Identification shall include the name of the company for whom they work;

(4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor their company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee; and

(5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the name of the Contracting Officer’s Representative.

(b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer.

(c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees.

5252.216-9532

TERM OF BASIC ORDERING AGREEMENT (NAVAIR) (JUL 2007)

The terms and conditions of this basic ordering agreement (BOA) shall be effective for a period of three (3) years beginning [insert date] and ending [insert date]. The terms and conditions of this BOA shall be updated annually. No order shall be placed on or after the last day of each BOA year, until the contractor and the Contracting Officer have executed a bilateral modification to this BOA which updates the terms and conditions to conform with the applicable current requirements of the Federal Acquisition Regulation (FAR) and the Department of Defense FAR Supplement (DFARS), statutes, Executive Orders, or other regulations. Any updated terms and conditions of the BOA shall not apply to orders placed prior to the date of the bilateral modification.

5252.216-9533 ORDERS UNDER BOAs (FIXED-PRICE) (NAVAIR) (OCT 2005)

(a) The contractor agrees to accept and perform orders for supplies or other requirements specified in Section B of the Schedule which are issued by the Procuring Contracting Officer (PCO) at any time during the effective period of this basic ordering agreement (BOA). Each order issued and accepted in accordance with procedures herein shall constitute a separate contract. Except as otherwise provided in any order, the contractor shall furnish all materials and services necessary for accomplishing the work specified in each order issued hereunder. To the extent of any inconsistency between any order and this BOA, this BOA shall control. All the provisions of this BOA shall be applicable to all orders issued hereunder, except the FAR and DFARS clauses, if any, included in this BOA that are not required for an individual order. The applicability of FAR and DFARS clauses to an individual order under this BOA shall be governed by the FAR and DFARS prescriptions for using the clauses (e.g., dollar threshold, etc.) in effect on the date of this BOA or on the date of any supplemental agreement which revises the terms and conditions of the BOA.

(b) The contractor shall neither furnish any supplies or other requirements nor incur any costs for supplies or other requirements prior to the issuance of an order by the PCO in accordance with the procedures specified herein. The Government has no obligation to issue any order.

(c) Contractor Qualifying Proposal - Requirements Being Ordered. When required by the PCO, the contractor shall submit a qualifying proposal for the requirements the Government contemplates ordering hereunder. Such proposal shall be supported by cost or pricing data as prescribed in FAR 15.403-4 and DFARS 215.403 unless such requirement has been waived for orders under the BOA pursuant to FAR 15.403-1(c)(4). Certification of the cost or pricing data shall be made upon agreement on price.

(d) Ordering. Each order shall -

(1) be issued on DD Form 1155 (Order for Supplies or Services/Request for Quotations) (modifications to an order shall be issued on Standard Form 30 (Amendment of Solicitation/Modification of Contract));

(2) be identified by number in accordance with DFARS 204.7004(d);

(3) state that the order is issued in accordance with this clause;

(4) incorporate by reference the terms and conditions of this BOA:

(5) set forth Item numbers for the supplies or other requirements being ordered and the quantities required and detailed specifications or requirements for the Items including detailed reliability and maintainability requirements, if applicable;

(6) include as an Exhibit (DD Form 1423, Contract Data Requirements List), whenever data is ordered;

(7) set forth for each Foreign Military Sales (FMS) Item number, if FMS requirements are identified in Section B hereof and if FMS requirements are included in the order, the FMS case number, the name of the FMS country and the FMS requisition number (and project code, if applicable) (to be provided to the PCO by the cognizant requiring activity (see paragraph (n) below));

(8) set forth packing and marking requirements for supplies being ordered (see 47.305-10 and DFARS 247.305-10);

(9) set forth the place or places where inspection and acceptance and Government contract quality assurance actions will be made by the Government if different from the place specified in Section E hereof;

(10) set forth the negotiated delivery or performance dates, and the place of delivery or performance if different from the place specified in Section F hereof;

(11) set forth consignment instructions for supplies being ordered to the extent they are known at the time the order is issued (see FAR 47.305-10 and DFARS 247.305-10);

(12) set forth the contract price in the case of a priced order or a not-to-exceed ceiling price in the case of a ceiling priced order (a separate ceiling price shall be established for FMS Items if FMS requirements are included in a ceiling priced order);

(13) set forth any discount offered…