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N68335-17-G-0001
Section A - Solicitation/Contract Form
This agreement is entered into this [insert day of month] day of [insert name of month] 20[insert last two digits of year], by the United States of America (the “Government”) represented by [insert contracting officer's name], the Contracting Officer, and [insert contractor's name], a corporation organized and existing under the laws of the State of [insert contractor's home state] (the “Contractor”).
Section C - Descriptions and Specifications
STATEMENT OF WORK
The purpose of this Basic Ordering Agreement (BOA) to provide Naval Air Warfare Center Aircraft Division (NAWC-AD) AIRWorks support in its Government role as Lead Systems Integrator (LSI) for major aircraft prototyping and modification efforts for the Department of the Navy, Department of Defense, and other Government Agency aircraft.
AIRWorks is an organization, operating within NAWC-AD, which has a primary role of managing and executing projects as a Government LSI. Projects range from rapid response projects to large deliberate projects. These projects are directed to NAWC-AD from U.S. Navy and Marine Corps PORs managed by Program Executive Officers and Program Offices, generally equating to the highest priority, and may range from traditional acquisition timelines to urgent operational response programs with National priority and immediate operational deployment requirements.
NAWC-AD AIRWorks BOA holders will have experience in the following LSI functions:
· Program management of complex system of systems design and integration
· Systems engineering to support system design from conceptual layouts through complete technical data packages supporting production
· Reverse engineering of commercial or military-grade parts/components/assemblies
· Aircraft modification/component design
· Aircraft component fabrication
· Aircraft modification prototyping and installation
· Initial modification provisioning and kitting
· Test support capability to support verifications/validations, development and operational testing, acceptance and certification testing
· Field installation capability
· Post modification delivery support and publications/logistics capabilities
Most work for this BOA will be supporting highly complex system of systems integration or mission system development programs requiring broad, specialized capabilities, facilities and testing requirements. This includes systems of system highly complex systems engineering, very large diverse team requirements, high capacity or specialized facilities, developmental ground and flight test capabilities, and potentially multiple year schedules. The preponderance of the work to support AIRWorks is expected to be accomplished at the vendor’s facilities.
In providing LSI capabilities, the vendor will be expected to provide/deliver personnel, material, facilities, equipment, software, and other supplies and services necessary to support NAWC-AD AIRWorks in the design, development, documentation, delivery, fabrication, installation, test, evaluation and fielding of major aircraft modifications and mission systems.
Section D - Packaging and Marking
CLAUSES INCORPORATED BY REFERENCE
| 52.246-4 |
| Inspection Of Services--Fixed Price |
| AUG 1996 |
| 52.246-5 |
| Inspection Of Services Cost-Reimbursement |
| APR 1984 |
| 52.246-8 |
| Inspection Of Research And Development Cost Reimbursement |
| MAY 2001 |
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: |
[Insert specific instructions]
| (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
| 52.246-1 |
| Contractor Inspection Requirements |
| APR 1984 |
| 5252.246-9512 | INSPECTION AND ACCEPTANCE (NAVAIR)(OCT 2005) |
| (a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by [insert the accepting authority]. |
| (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. |
| 5252.246-9514 | INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION (NAVAIR)(FEB 1995) |
| Inspection and acceptance of technical data and information will be performed by the Procuring Contracting Officer (PCO) or his duly authorized representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be evidenced by execution of an unconditional DD Form 250, Material Inspection and Receiving Report, as appropriate, and/or upon receipt of a second endorsement acceptance by the PCO on the attachment to this contract entitled [insert title of attachment, e.g., NAWCTSD 4330/60 Data Item Transmittal/Acceptance/ Rejection Form]. The attached form will not be used for high cost data such as drawings, specifications, and technical manuals. |
Section F - Deliveries or Performance
DELIVERY INFORMATION
| CLIN |
| DELIVERY DATE |
| QUANTITY |
| SHIP TO ADDRESS |
| DODAAC |
| 52.242-15 |
| Stop-Work Order |
| AUG 1989 |
| 52.242-15 Alt I |
| Stop-Work Order (Aug 1989) - Alternate I |
| APR 1984 |
| 52.242-17 |
| Government Delay Of Work |
| APR 1984 |
| 52.247-29 |
| F.O.B. Origin |
| FEB 2006 |
| 52.247-34 |
| F.O.B. Destination |
| NOV 1991 |
| 5252.247-9505 | TECHNICAL DATA AND INFORMATION (NAVAIR)(FEB 1995) | |
| Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423, Exhibit [insert exhibit number(s)], attached hereto, and the following: | |
| (a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below. Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form 1423. | |
| | (1) PCO, Code [insert code]. |
| | (2) ACO, Code [insert code]. |
| | [insert additional code addresses, as necessary] |
| (b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO. | |
| (c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6. | |
| (d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above. | |
| (e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government. | |
| (f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice of rejection. | |
| (g) DD Form 1423, Block 14 Mailing Addresses: [insert the abbreviation and mailing address to match] | |
Section G - Contract Administration Data
| 252.232-7003 |
| Electronic Submission of Payment Requests and Receiving Reports |
| JUN 2012 |
| 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. |
| 5252.232-9510 | PAYMENT OF FIXED FEE (NAVAIR) (OCT 2005) |
| (a) The fixed fee, as specified in Section B of this contract, subject to any adjustment required by other provisions of this contract, will be paid in installments. The fixed fee will be paid not more frequently than [insert bi-weekly or monthly] based on the allowable cost. The amount of each such installment shall be in the same ratio to the total fixed fee as the [insert net direct labor hours expended during the installment period is to direct labor hours specified in the clause entitled "Level of Effort" or the dollars per hour (based on the fixed fee divided by the level of effort in hours) if a level of effort contract; or related provisional payment on account of allowable cost is to the total estimated cost of the contract or order if a completion contract]. Payment shall be made in accordance with FAR Clauses 52.216-7, "Allowable Cost and Payment," and 52.216-8, "Fixed Fee." |
| (b) In the event of termination of the work in accordance with the FAR Clause 52.232-22, "Limitation of Funds," the fixed fee shall be redetermined by mutual agreement equitably to reflect the reduction of the work performed. The amount by which such fixed fee is less than or exceeds payments previously made on account of fee, shall be paid to (or repaid by) the contractor. |
| (c) The balance of the fixed fee shall be payable in accordance with other clauses of this contract. |
| (d) For indefinite delivery type contracts the terms of this clause apply to each delivery/task order there under. |
| 5252.232-9516 | ALLOTMENT OF FUNDS - INCREMENTALLY FUNDED COST-REIMBURSEMENT CONTRACT OTHER THAN COST-SHARING CONTRACT (JUL 1985) |
| For the purposes of paragraph (b) of the "Limitation of Funds" clause of this contract- |
| (a) the amount available for payment and allotted to this incrementally funded contract is $[if contract, enter dollar amount; if solicitation, state "to be determined"]; |
| (b) the items covered by such amount are Item(s) [insert CLINs]; and |
| (c) the period of performance for which it is estimated the allotted amount will cover is [insert the period of performance (calendar date]. |
Section H - Special Contract Requirements
| 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 [insert "ACO" or "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 from the costs of all other work being performed at the time the order concerned is received and from all other orders that are subsequently received. | | |
| (j) Progress Payments - Withholding or Suspension - Ceiling Priced Orders. Submission by the contractor of a qualifying proposal for each ceiling priced order issued hereunder is a material requirement of the order concerned in order that complete definitization will occur within the period specified in paragraph (h) above. Therefore, if the contractor fails to submit a qualifying proposal for any ceiling priced order, progress payments may be reduced or suspended for the order concerned as provided in paragraph (c)(1) of the Progress Payments clause of this BOA unless such failure of the contractor is due to causes beyond its control and without its fault or negligence. The PCO will notify the contractor, in writing, as to any reduction or suspension of progress payments pursuant to FAR 32.503-6. | | |
| (k) Expenditure Limitation for Ceiling Priced Orders. (This paragraph (k) shall not apply to orders under $25,000.) Pending the establishment of firm prices, progress payments, as well as total expenditures by the Government in the case of acceptance, shall be limited to fifty (50%) percent of the ceiling price of each ceiling priced order for which the contractor has not submitted to the PCO a qualifying proposal for definitization, or seventy-five (75%) percent of the ceiling price of each ceiling priced order for which a qualifying proposal has been submitted to the PCO. The contractor shall separately account for orders and progress payments applicable hereto. However, the contractor may aggregate delivery orders for purposes of progress payment requests and shall identify in an attachment to Standard Form 1443, Contractor Request for Progress Payment, each ceiling priced order to which the progress payment applies and the maximum expenditure limitation specified by this paragraph (k) for each ceiling priced order. In the event of acceptance, the contractor shall identify any expenditure limitations specified in this paragraph (k). | | |
| (l) Qualifying Proposals for Priced Orders and Ceiling Priced Orders. The term "qualifying proposal", as used herein, means, at a minimum, a proposal which contains sufficient information to enable the Government to conduct complete and meaningful audits of the information contained in the proposal and of any other information which the Government is entitled to review in connection with any priced order issued under paragraph (e) above, or any ceiling priced order issued under paragraph (f) above, as determined by the PCO. | | |
| (m) Whenever cost or pricing data, as defined in FAR 15.403, are required in accordance with FAR 15.403 and DFARS 215.403, the Contractor shall submit cost or pricing data and supporting attachments in accordance with Table 15-2 of FAR 15.408. | | |
| (n) Requiring Activity. The cognizant requiring activity designated below will determine appropriate requirements (see paragraph (d) above) to be set forth in priced orders issued under paragraph (e) above or in ceiling priced orders issued pursuant to paragraph (f) above. If the cognizant requiring activity is a U.S. Navy activity, a signed Certification of Urgency shall be provided to the PCO before the issuance of any ceiling priced order for requirements specified by such activity. | | |
| Item | | Requiring Activity |
[List only one requiring activity per CLIN. A requiring activity may have more than one CLIN.]
| 5252.216-9536 | ORDERS UNDER BOAs (COST-REIMBURSEMENT) (NAVAIR)(SEP 2003) | | | |
| (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, which 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 Cost and Fee Proposal - Requirements Being Ordered. When required by the PCO, the contractor shall submit a cost or fee 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 the cost and fee. | | | |
| (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 (l) 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 (or the Government's desired delivery or performance dates in the case of a unilateral order if delivery or performance dates have not been negotiated), 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 estimated cost and fee in the case of a priced order or the limitation of Government liability in the case of a unilateral order (a separate limitation of Government liability shall be established for FMS Items if FMS requirements are included in a ceiling priced order); | | |
| | (13) set forth the applicable appropriation and accounting data (to be provided to the PCO by the cognizant requiring activity (see paragraph (l) below)); | | |
| | (14) be signed by the contractor and the PCO in the case of a priced order or a unilateral order having negotiated delivery or performance dates, or by the PCO in the case of a unilateral order when delivery or performance dates have not been negotiated; | | |
| | (15) 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 J&A. Any order, which 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. Except as otherwise provided in paragraph (f) below, the PCO will issue a priced order when supplies or other requirements are to be furnished by the contractor. The contractor will submit a proposal for the proposed order. The PCO shall issue a signed unilateral priced order if the estimated cost and fee 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 Unilateral Orders. If the estimated cost and fee are not readily ascertainable for the supplies or other requirements to be furnished by the contractor, the PCO may issue a unilateral order directing the contractor to proceed with the performance of the work specified therein. The unilateral order signed by the PCO shall be a binding contract upon receipt by the contractor. Each unilateral order shall set forth the limitation of Government liability for the work being ordered. The delivery schedule set forth in each unilateral order shall apply unless the contractor notifies the PCO, in writing, within thirty (30) days after receipt of the order that he is unable to meet the specified delivery schedule. Such notice by the contractor shall propose an alternative delivery schedule for the work specified in the unilateral order and state the justification for the proposed alternate delivery schedule. The alternate delivery schedule shall apply unless the PCO notifies the contractor, in writing, within fifteen (15) days after receipt of the contractor's notice that the alternate delivery schedule is not justified. Such notice by the PCO shall establish a delivery schedule which shall apply to the work ordered. If the delivery schedule set forth in any unilateral order is modified as herein contemplated, the new delivery schedule shall be set forth in a modification to the unilateral order concerned. | | | |
| (g) Limitation of Government Liability and Contractor Obligations Under Unilateral Orders. The limitation of Government liability specified in each unilateral order shall be the limitation on the Government's obligation to pay for the supplies or other requirements being ordered until the estimated cost and fee are negotiated by the contractor and the PCO unless such limitation has been increased in writing by the PCO. If the contractor has reason to believe that the supplies or other requirements called for in any unilateral order will exceed the limitation of Government liability specified therein, the contractor shall not be obligated to proceed with performance thereunder but shall promptly notify the PCO, in writing, with a copy to the cognizant requiring activity and propose an increase in the limitation of Government liability. Within fifteen (15) days after receipt of such notification, the PCO will either increase the limitation of Government liability of the unilateral order concerned or notify the contractor, in writing, how and to what extent the work is to be continued. If the contractor has reason to believe that the total cost to the Government for the supplies or other requirements called for in any unilateral order will be substantially less than the limitation of Government liability specified therein, the contractor shall promptly notify the PCO, in writing, with a copy to the cognizant requiring activity. The PCO may, based upon such notification, decrease the limitation of Government liability of the unilateral order concerned. Any increase or decrease in the limitation of Government liability shall be set forth in a modification to the unilateral order concerned. | | | |
| (h) Establishment of Estimated Cost and Fee of Unilateral Orders. The contractor shall submit to the PCO not later than sixty (60) days after the issuance of each unilateral order a cost and fee 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 unilateral order together with sufficient data to support the accuracy and reliability of such estimate and | | |
| | (2) supporting cost or pricing data (see paragraph (k) below), except that if a cost or fee proposal including supporting cost or pricing data was submitted to the PCO before the issuance of the unilateral order concerned, only revisions to such cost and fee proposal and the supporting cost or pricing data are required to be submitted to the PCO. Upon submission of the contractor's cost and fee proposal, or revisions thereto, the contractor and the PCO shall promptly negotiate and establish the estimated cost and fee for the supplies or other requirements called for in the unilateral order concerned. The estimated cost and fee established 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 order. The estimated cost and fee of each unilateral order shall be established within one hundred eighty (180) days after issuance of the unilateral order, or upon completion of forty (40%) percent of the work, whichever occurs earlier. If agreement on a definitive supplemental agreement to any unilateral order is not reached within the period specified above, the PCO may unilaterally determine a reasonable fee for the unilateral 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 unilateral order issued hereunder from the costs of all other work being performed at the time the order concerned is received and from all other orders that are subsequently received. | | | |
| (j) Cost and Fee Proposals for Priced Orders and Unilateral Orders. The term "cost and fee proposal", as used herein, means at a minimum, a proposal which contains sufficient information to enable the Government to conduct complete and meaningful audits of the information which the Government is entitled to review in connection with any priced order issued under paragraph (e) above, or any unilateral order issued under paragraph (f) above, as determined by the PCO. | | | |
| (k) Cost or Pricing Data. Whenever cost or pricing data, as defined in FAR 15.403, are required in accordance with FAR 15.403 and DFARS 215.403, the Contractor shall submit cost or pricing data and supporting attachments in accordance with Table 15-2 of FAR 15.408. | | | |
| (l) Requiring Activity. The cognizant requiring activity designated below will determine appropriate requirements (see paragraph (d) above) to be set forth in priced orders issued under paragraph (e) above or in unilateral orders issued pursuant to paragraph (f) above. | | | |
| | Item | Requiring Activity | |
| | | | [List only one requiring activity per CLIN. A requiring activity may have more than one CLIN.] |
| 5252.227-9501 | INVENTION DISCLOSURES AND REPORTS (NAVAIR) (MAY 1998) |
| (a) In accordance with the requirements of the Patent Rights clause of this contract, the contractor shall submit "Report of Inventions and Subcontracts" (DD Form 882) along with written disclosure of inventions to the designated Contract Administrator. |
| (b) The Contract Administrator will forward such reports and disclosures directly to the appropriate Patent Counsel, designated below, for review and recommendations, after which the reports will be returned to the Contract Administrator. |
Name and address of Patent Counsel:
| Office of Counsel, Code K00000D |
| Naval Air Warfare Center Weapons Division |
| 1 Administration Circle, Stop 1009 |
| China Lake, California 93555-6100 |
| (c) The above designated Patent Counsel will represent the Procurement Contracting Officer with regard to invention reporting matters arising under this contract. |
| (d) A copy of each report and disclosure shall be forwarded to the Procuring Contracting Officer. |
| (e) The contractor shall furnish the Contracting Officer a final report within three (3) months after completion of the contracted work listing all subject inventions or certifying that there were no such inventions, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts. |
| 5252.232-9509 | TRAVEL APPROVAL AND REIMBURSEMENT PROCEDURES (NAVAIR)(OCT 2013) | |
| (a) General. Performance under this contract may require travel by Contractor personnel. If travel, domestic or overseas, is required, the Contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances. | |
| (b) Travel Approval Process. Prior approval is required for all travel under this contract. Travel shall be reviewed and approved/disapproved as follows: | |
| | (1) The Contractor shall provide the [Insert Procuring Contracting Officer (PCO) or Contracting Officer's Representative (COR)] a written request for authorization to travel at least 30 days in advance of the required travel date, when possible. The request should include: purpose of travel, location, travel dates, number of individuals traveling, and all estimated costs associated with the travel (e.g., lodging, meals, transportation costs, incidental expenses, etc.). |
| | (2) The [Insert PCO or COR] will review the travel request and provide, in writing, an approval or disapproval of the travel request to the Contractor [Insert "and the Procuring Contracting Officer." if the COR is reviewing and approving the request.] |
| (c) Travel Policy. | |
| | (1) Travel arrangements shall be planned in accordance with the Federal Travel regulations, prescribed by the General Services Administration for travel in the conterminous 48 United States, (hereinafter the FTR) and the Joint Travel Regulation, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense (hereinafter the JTR). |
| | (2) The Government will reimburse the Contractor for allowable travel costs incurred by the Contractor in performance of the contract in accordance with FAR Subpart 31.2. |
| | (3) For purposes of reimbursement of travel expenses, the Contractor's official station is defined as within 50 miles of the Contractor's regular work site. (If Contractor has more than one regular work site, the official station is defined as within 50 miles of each of its regular work sites.) |
| | (4) The Contractors documentation for the reimbursement of travel costs (e.g., receipts) shall be governed as set forth in FAR Subpart 31.2, the FTR, and the JTR. |
| | (5) Car Rental for a team on temporary duty (TDY) at one site will be allowed provided that only one car is rented for every four (4) members of the TDY team. In the event that less than four (4) persons comprise the TDY team, car rental will be allowed if necessary to complete the mission required. |
| | (6) Whenever work assignments require TDY aboard a Government ship, the Contractor will be reimbursed at the per diem identified in the JTR. |
| 5252.242-9515 | RESTRICTION ON THE DIRECT CHARGING OF MATERIAL (NAVAIR) (JUL 1998) |
| (a) The term "material" includes supplies, materials, parts, equipment, hardware and Information Technology (IT) resources including equipment, services and software. This is a service contract and the procurement of material of any kind that are not incidental to and necessary for contract performance may be determined to be unallowable costs pursuant to FAR Part 31. No materials may be acquired under the contract without the prior written authorization of the Contracting Officer’s Representative (COR). IT resources may not be procured under the material line item of this contract unless the approvals required by Department of Defense purchasing procedures have been obtained. Any material provided by the contractor is subject to the requirements of the Federal Acquisition Regulation (FAR), the Defense Federal Acquisition Regulation Supplement (DFARS), and applicable Department of the Navy regulations and instructions. |
| (b) Prior written approval of the COR shall be required for all purchases of materials. If the contractor's proposal submitted for a task order includes a list of materials with associated prices, then the COR's acceptance of the contractor's proposal shall constitute written approval of those purchases. |
| (c) The costs of general purpose business expenses required for the conduct of the contractor's normal business operations will not be considered an allowable direct cost in the performance of this contract. General purpose business expenses include, but are not limited to, the cost for items such as telephones and telephone charges, reproduction machines, word processing equipment, personal computers and other office equipment and office supplies. |
Section I - Contract Clauses
| 52.202-1 |
| Definitions |
| NOV 2013 |
| 52.203-3 |
| Gratuities |
| APR 1984 |
| 52.203-5 |
| Covenant Against Contingent Fees |
| MAY 2014 |
| 52.203-6 |
| Restrictions On Subcontractor Sales To The Government |
| SEP 2006 |
| 52.203-7 |
| Anti-Kickback Procedures |
| MAY 2014 |
| 52.203-8 |
| Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity |
| MAY 2014 |
| 52.203-10 |
| Price Or Fee Adjustment For Illegal Or Improper Activity |
| MAY 2014 |
| 52.203-12 |
| Limitation On Payments To Influence Certain Federal Transactions |
| OCT 2010 |
| 52.203-13 |
| Contractor Code of Business Ethics and Conduct |
| OCT 2015 |
| 52.203-14 |
| Display of Hotline Poster(s) |
| OCT 2015 |
| 52.203-17 |
| Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights |
| APR 2014 |
| 52.204-2 |
| Security Requirements |
| AUG 1996 |
| 52.204-4 |
| Printed or Copied Double-Sided on Postconsumer Fiber Content Paper |
| MAY 2011 |
| 52.204-7 |
| System for Award Management |
| JUL 2013 |
| 52.209-6 |
| Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment |
| OCT 2015 |
| 52.211-5 |
| Material Requirements |
| AUG 2000 |
| 52.211-15 |
| Defense Priority And Allocation Requirements |
| APR 2008 |
| 52.215-2 |
| Audit and Records--Negotiation |
| OCT 2010 |
| 52.215-8 |
| Order of Precedence--Uniform Contract Format |
| OCT 1997 |
| 52.215-10 |
| Price Reduction for Defective Certified Cost or Pricing Data |
| AUG 2011 |
| 52.215-11 |
| Price Reduction for Defective Certified Cost or Pricing Data--Modifications |
| AUG 2011 |
| 52.215-12 |
| Subcontractor Certified Cost or Pricing Data |
| OCT 2010 |
| 52.215-13 |
| Subcontractor Certified Cost or Pricing Data--Modifications |
| OCT 2010 |
| 52.215-14 |
| Integrity of Unit Prices |
| OCT 2010 |
| 52.215-15 |
| Pension Adjustments and Asset Reversions |
| OCT 2010 |
| 52.215-16 |
| Facilities Capital Cost of Money |
| JUN 2003 |
| 52.215-17 |
| Waiver of Facilities Capital Cost of Money |
| OCT 1997 |
| 52.215-18 |
| Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions |
| JUL 2005 |
| 52.215-19 |
| Notification of Ownership Changes |
| OCT 1997 |
| 52.215-22 |
| Limitations on Pass-Through Charges--Identification of Subcontract Effort |
| OCT 2009 |
| 52.215-23 |
| Limitations on Pass-Through Charges |
| OCT 2009 |
| 52.215-23 Alt I |
| Limitations on Pass-Through Charges (Oct 2009) - Alternate I |
| OCT 2009 |
| 52.216-7 |
| Allowable Cost And Payment |
| JUN 2013 |
| 52.216-8 |
| Fixed Fee |
| JUN 2011 |
| 52.216-24 |
| Limitation Of Government Liability |
| APR 1984 |
| 52.219-4 |
| Notice of Price Evaluation Preference for HUBZone Small Business Concerns |
| OCT 2014 |
| 52.219-8 |
| Utilization of Small Business Concerns |
| OCT 2014 |
| 52.219-9 |
| Small Business Subcontracting Plan |
| OCT 2015 |
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