Solicitation_N68335-13-R-0041.doc

Section A - Solicitation/Contract Form

GENERAL INFORMATION

This agreement is entered into this [insert day of month] day of [insert name of month] 2012, by the United States of America (the “Government”) represented by Christine Yezzo, the Contracting Officer, and [TBD], a corporation organized and existing under the laws of the State of [TBD] (the “Contractor”).

For information on the clauses incorporated into this Basic Ordering Agreement (BOA) go to https://farsite.hill.af/mil/.

Procurement Office Point of Contact (POC):

Naval Air Warefare Center – Aircraft Division (DoDAAC N68335)

Hwy 547-Bldg 120, Room 180

Attn: Christine Yezzo Lakehurst, NJ 08733-5082

Phone: (732) 323-2739 Fax: (732) 323-7531

Email: christine.yezzo@navy.mil Contracting Officer Representative (COR)/ Technical Point of Contact

Naval Air Warefare Center – Aircraft Division (DoDAAC N00421)

Name: TBD

Phone: TBD

Email: TBD

The Contracting Officer has designated/appointed [TBD] as the authorized Contracting Officer’s Representative (COR).The effective period of the COR designation/appointment is [TBD]

Note: For purposes of this contract, the terms Technical Point of Contact and Contracting Officer’s Representative are used interchangeably.

A-01 DESCRIPTION OF AGREEMENT

This Basic Ordering Agreement, 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 for procurement purposes, and is neither intended to restrict competition nor imply that the Government may place future orders for materials.

A-02 AUTHORIZED ORDERING ACTIVITIES

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

Naval Air Warfare Center Aircraft Division N68335

Highway 547

Lakehurst, NJ 08733-5082

If authorization is provided, via modification to this BOA, activities placing orders under this Agreement, other than Naval Air Warfare Center Aircraft Division, shall utilize the alpha characters prescribed in Appendix G DFAR, in the first two digits of the delivery order serial numbers.

Except as may be otherwise specifically stated herein, whenever the words "Contracting Officer" are used in the Schedule of this Agreement, they shall mean the Procuring Contracting Officer (PCO) of the ordering activity and the Administrative Contracting Officer (ACO) of the cognizant Contracting Administrative Office (SF26 Block 6).

REQUIRING ACTIVITIES

The cognizant requiring activity designated below will determine the 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

Special Communications Requirements Division - AIR Code 4.5.11

Building 8185

St. Inigoes, Maryland 20864

A-03 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, 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 BOA.

This Agreement shall remain in full force and effect for five (5) 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 in operation, the Contracting Officer of the Authorized ordering activity (Clause A-02) shall issue orders in accordance with NAVAIR clause 5252.216-9533 “Orders Under BOA (Fixed Price)” which can be found in Section H of this BOA.

There are two types of orders that can be issued against this BOA:

1. Priced Orders. Priced orders are defined as orders for which the parties have agreed upon price, delivery and all other terms and coditions of the order prior to issuance. These fixed price 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.

2. 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 monetarty not-to-exceed (NTE)/ limitation of Governent liability for all the items listed therein. This monetary limitaion shall be definitized upon establishment of a final negotiated order price. Such orders authorize and require immediate commencement by the contractor with implementation of accounting controls as provided in Paragraphs A-06 and A-07.

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/services under this Agreement until an order is issued by the Contracting Officer and accepted by the Contractor.

It is further agreed that within five (5) calendar days after receipt of an order in accordance with this agreement, 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 DELIVERY 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 negotiation only as a result of the negotiations conducted pursuant to Section H, Clause 5252.216-9533 Orders under BOAs (Fixed-Price).

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 [TBD]. 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, Clause 5252.216-9533 Orders under BOAs (Fixed-Price) incorporated into Section H.

A-10 SPECIFICATIONS

(a) Material provided on delivery orders under this agreement shall be in accordance with the applicable drawing revision such that fit, form and function is maintained.

(b) The revision of any drawing, performance, form, fit or function or other referenced specification in effect on the date of request-for-quotation or unpriced delivery order shall apply.

A-11 DATA/PROVISIONING

Any data requirements under this Agreement shall be identified separately in each applicable delivery order. All items for Data Order will be set forth on a DD Form 1423.

A-12 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

Pre-Production Kit

FFP

Pre-Production Kit (if applicable) IAW SOW paragraph 3.2

FOB: Destination

PURCHASE REQUEST NUMBER: 1300182830

NET AMT

ASSEMBLY

Fabrication of metalwork and cable assemblies as directed by individual delivery orders IAW SOW paragraph 3.4

NET AMT

KITTING

Kiiting of all assemblies, sub-assemblies, and fabricated materials IAW SOW paragraph 3.5

NET AMT

DATA ITEMS

Contract Data Requirements List, Exhibit A

NET AMT

Section C - Descriptions and Specifications

STATEMENT OF WORK

SECTION C

STATEMENT OF WORK

FOR TACTICAL PLATFORM INTEGRATION KITS

1.0 GENERAL

1.1 INTRODUCTION

The purpose of this Five Year, Multiple Award, Basic Ordering Agreement is to provide the Special Communications Requirements (SCR) Division with kitting, material equipment list (MEL) items, material parts list (MPL) items, metalwork, and fabrication of cable assemblies in support of the Family of Special Operations Vehicles (FOSOV) program, as well as, other programs that have requirements that fall within this scope of work.

1.2 SCOPE

This SOW describes the effort that will be required by the contractor to provide kit and cable assemblies in accordance with Government provided drawing packages. For each order, the contractor will be provided the following documents, as applicable:

· Contract Data Requirements List (CDRL)

· Master Equipment List (MEL)

· Master Parts List (MPL)

· Master Metalwork List (MML)

· Drawing Packages

The contractor shall fabricate and assemble custom interior and exterior metalwork and cable assemblies. The metalwork and cable assemblies shall be fabricated in accordance with approved FOSOV drawing packages to be provided on individual delivery orders. The contractor shall provide all materials as identified in MEL, MPL, and MML (as applicable), as well as the raw materials for both metalwork and cable assemblies as identified for each delivery order.

2.0 APPLICABLE DOCUMENTS

All applicable military specifications and standards listed in the issue of the Department of Defense Index of Specifications and Standards (DODISS) and current on the date of contract award, plus applicable industry standards or other program documents may be specified within the individual delivery orders. For example, specifications may be focused on, but not limited to, MIL-STD-810F, MIL-STD-461E, MIL-HDBK-240, MIL-HDBK-237b, and Grounding and Bonding Instruction (Section J, attachment 001). The offeror shall have commercial certifications for routing, solder, and fiber.

3.0 REQUIREMENTS

3.1 PURCHASING. The contractor shall procure all MEL, MPL and MML items as provided in individual delivery orders.

3.2 PRE-PRODUCTION KIT. The contractor’s pre-production kit (if applicable) shall be complete and in compliance with the drawings as provided in each individual order. The pre-production kit will be representative of all kits to be delivered under the specified delivery order.

3.3 MATERIAL TRACKING. The contractor shall maintain material management and inventory control in accordance with company best practices. The Government reserves the right to evaluate the company’s material tracking system. CDRL A001 – (Material Tracking Report)

3.4 ASSEMBLY. The contractor shall fabricate custom metalwork and cable assemblies as directed by each individual delivery order in accordance with the approved drawing package provided.

3.5 KITTING. The contractor shall kit all assemblies, sub-assemblies, and fabricated materials, and other ancillaries required for each platform in accordance with the appropriate drawing(s) provided on individual delivery orders. All kitting shall be performed at the contractor’s facility. The total weight of each pallet must not exceed 2,200 pounds, the length of pallet must not exceed 119”, the maximum length and girth must not exceed 300”. Material should be packaged in accordance with commercial best practices. The Contractor shall provide a detailed list of all serialized components within the kit along with quantities, serial numbers, ship to location, and model numbers in accordance with CDRL A002 (Detailed list of serialized equipment).

3.6 QUALITY ASSURANCE. The contractor shall have a viable quality assurance program that provides confidence, through documentation, that all work has been accomplished in accordance with approved drawings, applicable Commercial Standards and Specifications and other directives including, but not limited to, documents listed in paragraph 2.0. To this end the contractor shall: Comply with all requirements invoked by references, including those called out on drawings. Examples include: Ensuring proper continuity in cables and correctness of electrical hookup of auxiliary equipment.

3.7 KIT SHIPMENT. Provide packing and packaging material necessary to ship required equipment to the destination specified in the awarded delivery order. Packaging will be in accordance with the commercial best practices. The Kits shall be shipped no later than the delivery date established on individual delivery orders

3.8 INSPECTION AND ACCEPTANCE. Perform an inspection upon receipt of all materials and place into stock. Upon receipt of any damaged equipment, contractor shall take action to have the equipment corrected. Contractor shall document and notify the Contracting Officer’s Representative of all damaged or obsolete equipment.

3.8.1 Inspection and acceptance of all kitted materials. Inspection and acceptance will take place at destination as specified in each individual delivery order.

Section D - Packaging and Marking

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.

CLAUSES INCORPORATED BY FULL TEXT

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 on 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:

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLAUSES INCORPORATED BY REFERENCE

252.211-7003

ITEM IDENTIFICATION AND VALUATION (JUN 2011)

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

“Automatic identification device” means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media.

“Concatenated unique item identifier” means--

(1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or

(2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number.

“Data qualifier” means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

“DoD recognized unique identification equivalent” means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at IUID Equivalents.

“DoD unique item identification” means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number.

“Enterprise” means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items.

“Enterprise identifier” means a code that is uniquely assigned to an enterprise by an issuing agency.

“Government’s unit acquisition cost” means--

(1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery;

(2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery; and

(3) For items produced under a time-and-materials contract, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery.

“Issuing agency” means an organization responsible for assigning a globally unique identifier to an enterprise (e.g., Dun & Bradstreet's Data Universal Numbering System (DUNS) Number, GS1 Company Prefix, Allied Committee 135 NATO Commercial and Government Entity (NCAGE)/Commercial and Government Entity (CAGE) Code, or the Coded Representation of the North American Telecommunications Industry Manufacturers, Suppliers, and Related Service Companies (ATIS-0322000) Number), European Health Industry Business Communication Council (EHIBCC) and Health Industry Business Communication Council (HIBCC)), as indicated in the Register of Issuing Agency Codes for ISO/IEC 15459, located at http://www.nen.nl/web/Normen-ontwikkelen/ISOIEC-15459-Issuing-Agency-Codes.htm .

“Issuing agency code” means a code that designates the registration (or controlling) authority for the enterprise identifier.

“Item” means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts.

“Lot or batch number” means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions.

“Machine-readable” means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards.

“Original part number” means a combination of numbers or letters assigned by the enterprise at item creation to a class of items with the same form, fit, function, and interface.

“Parent item” means the item assembly, intermediate component, or subassembly that has an embedded item with a unique item identifier or DoD recognized unique identification equivalent.

“Serial number within the enterprise identifier” means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise.

“Serial number within the part, lot, or batch number” means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment.

“Serialization within the enterprise identifier” means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier.

“Serialization within the part, lot, or batch number” means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier.

“Unique item identifier” means a set of data elements marked on items that is globally unique and unambiguous. The term includes a concatenated unique item identifier or a DoD recognized unique identification equivalent.

“Unique item identifier type” means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at UII Types .

(b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item.

(c) Unique item identifier.

(1) The Contractor shall provide a unique item identifier for the following:

(i) All delivered items for which the Government's unit acquisition cost is $5,000 or more.

(ii) The following items for which the Government's unit acquisition cost is less than $5,000:

See CLINs on Individual Orders

(iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number ----.

(2) The unique item identifier and the component data elements of the DoD unique item identification shall not change over the life of the item.

(3) Data syntax and semantics of unique item identifiers. The Contractor shall ensure that--

(i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the item using one of the following three types of data qualifiers, as determined by the Contractor:

(A) Application Identifiers (AIs) (Format Indicator 05 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology--EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.

(B) Data Identifiers (DIs) (Format Indicator 06 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology--EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.

(C) Text Element Identifiers (TEIs) (Format Indicator 12 of ISO/IEC International Standard 15434), in accordance with the Air Transport Association Common Support Data Dictionary; and

(ii) The encoded data elements of the unique item identifier conform to the transfer structure, syntax, and coding of messages and data formats specified for Format Indicators 05, 06, and 12 in ISO/IEC International Standard 15434, Information Technology--Transfer Syntax for High Capacity Automatic Data Capture Media.

(4) Unique item identifier.

(i) The Contractor shall--

(A) Determine whether to--

(1) Serialize within the enterprise identifier;

(2) Serialize within the part, lot, or batch number; or

(3) Use a DoD recognized unique identification equivalent; and

(B) Place the data elements of the unique item identifier (enterprise identifier; serial number; DoD recognized unique identification equivalent; and for serialization within the part, lot, or batch number only: original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited in the contract Schedule.

(ii) The issuing agency code--

(A) Shall not be placed on the item; and

(B) Shall be derived from the data qualifier for the enterprise identifier.

(d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii) of this clause, in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the following information:

(1) Unique item identifier.

(2) Unique item identifier type.

(3) Issuing agency code (if concatenated unique item identifier is used).

(4) Enterprise identifier (if concatenated unique item identifier is used).

(5) Original part number (if there is serialization within the original part number).

(6) Lot or batch number (if there is serialization within the lot or batch number).

(7) Current part number (optional and only if not the same as the original part number).

(8) Current part number effective date (optional and only if current part number is used).

(9) Serial number (if concatenated unique item identifier is used).

(10) Government's unit acquisition cost.

(11) Unit of measure.

(e) For embedded subassemblies, components, and parts that require DoD unique item identification under paragraph (c)(1)(iii) of this clause, the Contractor shall report as part of, or associated with, the Material Inspection and Receiving Report specified elsewhere in this contract, the following information:

(1) Unique item identifier of the parent item under paragraph (c)(1) of this clause that contains the embedded subassembly, component, or part.

(2) Unique item identifier of the embedded subassembly, component, or part.

(3) Unique item identifier type.**

(4) Issuing agency code (if concatenated unique item identifier is used).**

(5) Enterprise identifier (if concatenated unique item identifier is used).**

(6) Original part number (if there is serialization within the original part number).**

(7) Lot or batch number (if there is serialization within the lot or batch number).**

(8) Current part number (optional and only if not the same as the original part number).**

(9) Current part number effective date (optional and only if current part number is used).**

(10) Serial number (if concatenated unique item identifier is used).**

(11) Description.

** Once per item.

(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at Data Submission Info .

(g) Subcontracts. If the Contractor acquires by subcontract, any item(s) for which unique item identification is required in accordance with paragraph (c)(1) of this clause, the Contractor shall include this clause, including this paragraph (g), in the applicable subcontract(s).

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

252.232-7006

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JUN 2012)

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

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

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

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

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

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

(1) Have a designated electronic business point of contact in the Central Contractor Registration at https://www.acquisition.gov; and

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

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

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

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

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

(Contracting Officer: Insert applicable document type(s). Note: If a "Combo" document type is identified but not supportable by the Contractor's business systems, an "Invoice" (stand-alone) and "Receiving Report" (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

(Contracting Officer: Insert inspection and acceptance locations or "Not applicable.")

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC:

Issue By DoDAAC:

Admin DoDAAC:

Inspect By DoDAAC:

Ship To Code:

Ship From Code:

Mark For Code:

Service Approver (DoDAAC):

Service Acceptor (DoDAAC):

Accept at Other DoDAAC:

LPO DoDAAC:

DCAA Auditor DoDAAC:

Other DoDAAC(s):

(*Contracting Officer: Insert applicable DoDAAC information or "See schedule" if multiple ship to/acceptance locations apply, or "Not applicable.")

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the "Send Additional Email Notifications" field of WAWF once a document is submitted in the system.

(Contracting Officer: Insert applicable email addresses or "Not applicable.")

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact. For Navy WAWF questions call DFAS Customer Care 1-800-756-4571 option 6

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

**Clause fill-ins to be completed at the individual order level

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY REFERENCE

5252.210-9501 AVAILABILITY OF UNIQUE DATA ITEM DESCRIPTIONS (UDIDs) AND DATA ITEM DESCRIPTIONS (DIDs) (NAVAIR) (OCT 2005)

Access Procedures for Acquisition Management System and Data Requirements Control List (AMSDL), DoD 5010.12-L, and DIDs listed therein. The AMSDL and all DIDs and UDIDs listed therein are available online via the Acquisition Streamlining and Standardization Information System located at http://assist.daps.dla.mil. To access these documents, select the Quick Search link on the site home page.

5252.211-9502

GOVERNMENT INSTALLATION WORK SCHEDULE (NAVAIR)(OCT 2005)

(a) The Holidays applicable to this contract are: New Year’s Day, Martin Luther King’s Birthday, President’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, and Christmas Day.

(b) In the event that the contractor is prevented from performance as the result of an Executive Order or an administrative leave determination that applies to the using activity, such time may be charged to the contract as a direct cost provided such charges are consistent with the contractor’s accounting practices. In the event that any of the above holidays occur on a Saturday or Sunday, then such holiday shall be observed as they are by the assigned Government employees at the using activity.

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 five (5) 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 for prompt payment;

(14) set forth the applicable appropriation and accounting data (to be provided to the PCO by the cognizant requiring activity (see paragraph (n) below));

(15) be signed by the contractor and the PCO in the case of a priced order or a ceiling priced order; and

(16) cite the applicable authority under FAR Part 6 and the individual Justification and Approval (J&A) control number; or, where applicable, the Class Justification and Approval (CJ&A) control number unless earlier suspended or canceled by written notice from the PCO. Each order for kit installation, if kit installation is required under Section B of this BOA, shall be supported by an individual or class J&A. Any order that cites a CJ&A control number shall be issued within the period specified in such CJ&A. A copy of each individual J&A, and CJ&A, if applicable, will be furnished to the PCO. Orders for items not identified in an individual J&A or CJ&A, if applicable, and this BOA are considered unauthorized.

(e) Issuance of Priced Orders. The PCO will prepare a priced order when supplies or other requirements are to be furnished by the contractor, except as otherwise provided in paragraph (f) below. The supplies or other requirements being procured shall be clearly defined in each priced order. The contractor will submit a proposal for the proposed order. The [“PCO”] shall issue a signed unilateral priced order if the prices and delivery schedules for the supplies or other requirements, as submitted on the contractor’s proposal, are accepted. If negotiations are conducted, a bilateral priced order will be issued. The bilateral priced order shall be signed by the contractor, and returned to the PCO. Upon receipt by the contractor of a copy of a priced order signed by the PCO, the priced order shall be a binding contract.

(f) Issuance of Ceiling Priced Orders. In those cases where it is not possible to price supplies or other requirements in accordance with paragraph (e) above due to urgency such as safety-of-flight or readiness impact, the PCO will prepare a ceiling priced order. A ceiling priced order shall not be used to obtain contractor support services. Each ceiling priced order shall clearly define the supplies or other requirements being procured, and the delivery schedules as agreed upon by the contractor and the PCO shall be set forth in the order. Each ceiling priced order shall set forth a not-to-exceed ceiling price. The ceiling price specified in any ceiling priced order shall not be used as a billing price for delivered items. Each ceiling priced order shall provide for total performance of the order for the specified ceiling price and such ceiling price shall bear a reasonable relationship to the work to be performed. A milestone schedule which culminates in a mutually agreed date upon which complete definitization will occur shall be included in each ceiling priced order. The milestone schedule established for the ceiling priced order concerned shall be within the period set forth in paragraph (h) below. The ceiling priced order shall be signed by the contractor and returned to the PCO. Upon receipt by the contractor of a copy of the ceiling priced order signed by the contractor and the PCO, the ceiling priced order shall be a binding contract. Additional requirements or quantities shall not be added to any ceiling priced order issued hereunder.

(g) Limitation of Government Liability Under Ceiling Priced Orders. The firm price of each ceiling price order shall not exceed the ceiling price as established in accordance with paragraph (h). The ceiling price shall be the maximum amount for which the Government shall be liable if the ceiling priced order is terminated before the firm price is established. If at any time the contractor has reason to believe that the total price to the Government for the supplies or other requirements called for in any ceiling priced order will be substantially less than the ceiling price specified therefore, the contractor shall promptly notify the PCO in writing, with a copy to the cognizant requiring activity. The PCO will, based upon such notification, decrease the ceiling price of the ceiling priced order concerned. A decrease in the ceiling price of any ceiling priced order shall be set forth in a supplemental agreement to the ceiling priced order concerned and shall be signed by the contractor and the PCO.

(h) Establishment of Firm Prices of Ceiling Priced Orders. The contractor shall submit to the PCO not later than sixty (60) days after the issuance of each ceiling priced order a qualifying proposal for the supplies or other requirements ordered by the Government, which shall include:

(1) a statement of costs incurred and an estimate of the costs expected to be incurred in the performance of the ceiling priced order together with sufficient data to support the accuracy and reliability of such estimate and

(2) supporting cost or pricing data (see paragraph (m) below), except that if a qualifying proposal including supporting cost or pricing data was submitted to the PCO before the issuance of the ceiling priced order concerned, only revisions to such qualifying proposal and the supporting cost or pricing data are required to be submitted to the PCO.

Upon submission of the contractor’s qualifying proposal, or revisions thereto, the contractor and the PCO shall promptly negotiate and establish a firm price for the supplies or other requirements called for in the ceiling priced order concerned. The firm price for the supplies or other requirements, as agreed upon by the contractor and the PCO, shall be set forth in a supplemental agreement to the ceiling priced order concerned. The item identifications shown in the applicable ceiling priced order shall be set forth in such supplemental agreement. The firm price of each ceiling priced order shall be established within one hundred eighty (180) days after the issuance of the ceiling priced order, or the date on which the funds expended by the Government equal forty (40%) percent of the ceiling price, whichever occurs earlier. The definitization schedule may be extended, but not exceed, one hundred eighty (180) days after submission of the contractor’s qualifying proposal. If agreement on a definitive supplemental agreement to establish the firm price of any ceiling priced order is not reached within the period specified above, the PCO may unilaterally determine a reasonable price for the ceiling priced order concerned in accordance with FAR 15.4 and Part 31 and DFARS 215.4 and Part 231 subject to appeal by the contractor as provided in the “Disputes” clause of this BOA.

(i) Identification of Costs. The contractor shall identify by order all costs incurred under any priced order and any ceiling priced order issued hereunder…