RFP_27.140100-001-006_Mobile Launch Equipment Vault.pdf

VIRGINIA COMMERCIAL SPACE FLIGHT AUTHORITY

REQUEST FOR PROPOSALS (RFP)

Issue Date: 8/21/2026

Subject: RFP 27.140100-001-006

Title: Mobile Launch Equipment Vault

Issuing Organization: Virginia Commercial Space Flight Authority 101 W. Main Street, Suite 602 Norfolk, VA 23510

Location of Work: Mid-Atlantic Regional Spaceport NASA Wallops Flight Facility Wallops Island, VA 23337

Proposals will be received until 9/18/2026 at 4:00 p.m. Eastern time for furnishing the scope described herein.

Proposals shall remain valid for 60 days from the date submittals are due.

VCSFA is not obligated to pay any costs incurred by the Offeror in preparing or submitting an offer to this RFP.

Certification:

In compliance with this RFP and all conditions imposed in this RFP, the undersigned firm hereby offers and agrees to furnish all services in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation, and hereby certifies that all information provided below and in response to this request for proposal and any schedule attached hereto is true, correct, and complete.

Name and Address of Firm:

By: ______________________________________ _______________________________________ Authorized Signature/Title Date Printed Name

Email Phone Number

Virginia Commercial Space Flight Authority

VCSFA RFP 27.140100-001-006

Mobile Launch Equipment Vault

TABLE OF CONTENTS

PAGE

I. PURPOSE 2

II. STATEMENT OF NEEDS 2

III. REQUEST FOR PROPOSAL SCHEDULE 4

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 4

V. EVALUATION AND AWARD CRITERIA 5

VI. GENERAL TERMS AND CONDITIONS 6

VII. OTHER TERMS AND CONDITIONS 6

VIII. ATTACHMENTS 8

I. PURPOSE

Virginia Commercial Space Flight Authority (“VCSFA”, “Virginia Spaceport Authority” of “VSA”) is seeking bids from qualified firms to provide all labor, materials, equipment, tools, supervision, transportation, fees, bonds, and warranties to design, procure, and retrofit a 20’ ISO Tunnel Container into a Launch Equipment Vault (LEV). The LEV shall be delivered to VSA site on Wallops Island, VA and a technician provided for one (1) – 8 hour day for initial commissioning/startup at time coordinated with VSA. The work shall be in accordance with TEMPEST 60db RF Shielding and STC 50 standards.

VCSFA is a political subdivision of the Commonwealth of Virginia and is exempt from the Virginia Public Procurement Act.

II. STATEMENT OF NEEDS

The contractor will be required to provide the following in accordance with TEMPEST 60db RF Shielding and STC standards:

1. Procure, design, retrofit, and delivery of a 20' ISO Tunnel Container to meet TEMPEST 60db

RF Shielding and STC 50 standards. The LEV shall be reinforced with internal I-Beams as drawn in Attachment A. The LEV shall be corrosion resistant from the ocean with entire exterior coated in carbozinc 11 HS in gray and in accordance with manufacturer application specifications. All retrofit and installation shall be completed off-site and delivered to VCSFA upon completion.

2. The LEV shall meet the following specifications:

a. Must meet ICD-705 Chapter 6 Temporary SCIF (T-SCIF) and Tempest Standards providing 60dB of RF Shielding up to 1GHz.

b. Weight: The LEV weight shall not exceed 20,000 lbs.

c. Size: Exterior 20’L x 8’W x 8’6”H; Interior minimum 13’8” x 6’3” x 6’6.5”

d. Reinforcement: Steel I-Beams shall be fabricated and installed on the inner side of the

ISO Container as shown on Attachment C, 90% Design Submittal. All welds are in accordance with AWS D1.1 Grade A and in concurrence with engineer of record and owner.

e. Access Points: The LEV shall have access to double doors on both ends for the following:

i. Utility access side with exterior male inlet power connection and wall-mounted Heating, Ventilation, and Air conditioning (HVAC) with interior thermostat and duct silencer that meets TEMPEST 60DB RF Shielding and STC 50 standards.

ii. Personnel access side with self-closing, non-hold open, single door that meets TEMEST 60db RF Shielding and STC 50 standards inset from conex double doors. An exterior C1D2 rated LED light over the door shall be installed.

f. Interior: The LEV interior shall be closed with all walls, ceiling, and floor constructed in accordance with TEMPEST 60db RF Shielding and STC 50 standards. The interior walls and ceiling shall be AC grade plywood painted white and flooring to be commercial vinyl tile. The contractor shall coordinate with VCSFA for additional furnishings and equipment to be installed.

g. HVAC:

i. 2-ton wall-mounted Bard HVAC, or equivalent substitution for VSA approval, with wall mounted thermostat and supply and return aluminum Z-ducts and acoustic lining in accordance with ICD 705 and aforementioned specs, including but not limited to, dielectric coupling collar and interior-accessible inspection ports for man bar openings.

h. Electrical: Install and furnish 100A, 208Y/120VAC, 4 Pole, 5 Wire, Pin and Sleeve Type Inlet Male on exterior of LEV with P/N HBL4100B7W or equivalent. A Power Distribution Panel (PDP) with 3-phase RF power filter that meet TEMPEST 60db RF Shielding standards shall be installed in the interior of LEV and all appropriate conductors and cable from PDP to exterior male inlet connection. The interior shall have a light switch, appropriate LED lighting for 50fc, and all electrical wires to be surface mounted in rigid aluminum conduit. Emergency exit signs with lamps shall be included. Provide dedicated breaker for IDS/ACS installation.

i. Grounding: Grounding lugs shall be cad welded to the exterior on 2 opposite corners for VSA to connect to site grounding tails.

j. Security: Appropriate conduit and junction boxes shall be installed for an Intrusion Detection System (IDS) and Access Control System (ACS). VSA will install IDS and ACS after delivery of LEV. The door shall have a high security lock controlled by ACS. CCTV camera with dome mount for continuous feed into secure space.

Connection point JBox shall be provided for connecting site comm/fiber to MLEV ACS/IDS/Comm pathways.

3. In performing the work, the contractor will be expected to:

a. Provide a detailed project schedule no later than two weeks following award.

b. Participate in a kick-off meeting no later than two weeks following award.

c. Deliver shop drawings for Engineer of Record (“EOR”) review and approval prior to proceeding with any fabrication efforts.

d. Furnish all necessary product and construction documentation required for VSA to receive accreditation with respective official for above-referenced usage/requirements.

e. Provide all operation and maintenance (“O&M”) manuals to VCSFA prior to final closeout.

f. Conduct a final retrofit walk-through and VCSFA acceptance prior to delivery.

4. Warranty: The contractor shall provide a one (1) year workmanship warranty to VSA from time of receipt and acceptance.

5. Payment Schedule: VCSFA’s requested payment schedule is with 15% upon contract execution, 25% upon major material order confirmation, 25% fabrication completion, 15% upon customer inspection completion, 10% upon ready-to ship and 10% upon arrival at Wallops. However, VCSFA will negotiate a final payment schedule with the Successful Offeror prior to contract award.

Offerors shall include their requested payment schedule on their Pricing Form in Attachment D for VCSFA’s consideration.

III. SCHEDULE

1. Request for Proposal

a. Solicitation Release: 8/21/2026

b. Questions must be submitted to solcitations@vaspace.org no later than 9/01/2026 4:00 p.m. Eastern time.

c. Proposals are due 9/18/2026 by 4:00 p.m. Eastern time, emailed to solicitations@vaspace.org

2. Project Completion Date: All work associated with this solicitation shall be completed no later than June 15, 2027.

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS

A. GENERAL REQUIREMENTS:

1. Response

a. In order to be considered for selection, Offerors must submit an electronic proposal by the date and time noted above and on the cover of this solicitation.

b. Receipt of an electronic proposal shall be used to determine timeliness.

c. Proposals must be submitted to solicitations@vaspace.org.

2. Proposal Preparation

a. Proposals must be signed by an authorized representative of the Offeror.

b. All information requested must be submitted. Proposals shall be organized as outlined.

c. All pages of the proposal should be numbered, and each paragraph in the proposal should reference the page number and paragraph number (as appropriate) of the corresponding section of the RFP. Information that the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals which are not organized in this manner risk elimination from consideration if VCSFA is unable to find where the RFP requirements are specifically addressed.

d. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis shall be placed on completeness and clarity of content.

e. Proposal Preparation Costs: The Offeror is responsible for all costs of proposal preparation.

VCSFA is not liable for any cost incurred by an Offeror in response to this RFP.

f. Proposal shall remain valid for sixty (60) days from date of submission, with the exception of Option Pricing, which shall have a validity period as set forth in the Offeror’s proposal, subject to negotiation between the Parties.

3. All proposals Shall Include:

a. Cover sheet of this RFP - filled out as required and signed by an authorized representative of the Offeror.

b. VCSFA Business Certificate and W-9 - Attachments A and B respectively.

c. Exceptions to RFP or Terms and Conditions - Attachment H.

d. Executive Summary – A concise overview of the proposed approach, highlighting how it meets or exceeds the scope requirements, and addresses any identified project risks.

e. Qualifications and Experience – Provide an overview of the offeror’s qualifications to perform the work, including relevant experience, technical competencies, and management capabilities. The response should demonstrate the offeror’s ability to successfully execute projects of similar scope and complexity. Include descriptions of three (3) relevant projects that highlight the Offeror’s capability to manage, deliver, and support work of this nature. Of particular interest are projects involving aerospace/government customers and complex delivery requirements.

f. Technical Approach – The proposal shall provide a detailed methodology in response to the Statement of Needs, including but not limited to the following:

• Design process

• Fabrication process and impact of current market conditions on material availability and lead times

• Testing and certification

• Shipping plan, including shipping lead time, coordination with any third parties involved in the shipping process, general layout, weight and external support spacing, and any other consideration to ensure the LEV is delivered safely, efficiently, and without damage.

• Discussion of potential risks and proposed plan to mitigate them, including what role VCSFA could play to address risks.

• Warranty Terms

• Subcontracting plan for any work that will not be self-performed

g. Project Price – Total proposed firm-fixed price, with elemental breakout, in accordance with Attachment D. All costs to provide the full scope must be disclosed, including the cost of coordination with third parties to fulfill delivery.

h. Project Schedule – Detailed timeline identifying milestones and proposed completion dates in accordance with Attachment E. Mitigation strategies for potential delays should also be addressed.

i. Assumptions -List of assumptions that support the proposed approach, cost and schedule. This list shall include specific support and/or dependencies required from

VCSFA.

j. Proposals/quotes of lower-tier subcontractors, if any.

V. EVALUATION AND AWARD CRITERIA

Proposals will be evaluated based on best overall value with the following criteria, in order of priority:

1. Cost - Competitiveness, completeness, and realism of proposed pricing. Costs will be evaluated based on the breakdown provided in Attachment D

2. Completion schedule - The feasibility and efficiency of the proposed timeline, with an emphasis on completion date.

3. Technical Approach – thoroughness, realism, and effectiveness of Offerors plan to complete the scope of work. Emphasis will be placed on Offeror’s plan to ship/deliver the LEV to Wallops Island.

4. Qualifications and experience - The offeror’s expertise and experience in providing the requested goods and services, including the quality and relevance of sample projects provided.

Proposals that are not in compliance with specifications will not be considered. Proposals shall be evaluated by VCSFA based on the above specific criteria and completeness, relevance, and quality of the Offeror’s responses to the RFP and the specific proposal requirements.

VCSFA reserves the right to reject any and all proposals; or to select the proposal that in VCSFA’s judgment, best accomplishes the purpose of the request.

VI. GENERAL TERMS AND CONDITIONS

The following terms and conditions are incorporated into this solicitation:

Attachment F - VCSFA Terms and Conditions Attachment G - Virginia Commercial Space Flight Authority (VCSFA) Prime Contract Flowdown

Document

By submitting a proposal, the offeror confirms acceptance of these terms as well as any other terms and conditions contained in this RFP. Any exceptions to these terms should be identified in accordance with Attachment H.

VII. OTHER TERMS AND CONDITIONS

1. In accordance with the Virginia Fair Employment Contracting Act, Va. Code Sec. 2.2- 4200 et seq., the Contractor agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, including the names of all contracting agencies with which the Contractor has contracts of over $10,000.

b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer. However, notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

c. If the Contractor employs more than five employees, the Contractor shall

(i) provide annual training on the Contractor’s sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the Contractor’s sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the Contractor owns or leases for business purposes and (b) the Contractor’s employee handbook.

d. The Contractor shall include the provisions of subdivisions a, b, and c above in every subcontract or purchase order of over $10,000, so that those provisions will be binding upon each subcontractor or vendor.

2. The Contractor agrees to comply with all applicable federal and state laws and regulations pertaining to information security and data privacy.

3. Request to Protect Records from Public Disclosure

Information which you desire to make available to VCSFA but which you believe should be exempted from disclosure, such as a trade secret, proprietary information, or other confidential information, should clearly by identified and designated as such, stating in writing why protection of that information is needed. The Respondent should make a written request to solicitations@vaspace.org. The written request shall:

a. Specify the applicable Code of Virginia exemption (such as Va. Code Sec. 2.2-3705.6(24)), upon the submission of the materials for which protection is sought.

b. Identify specifically and conspicuously the data or other materials for which the protection is sought (requesting protection for the entire response does not comply with this requirement and such request will be rejected); and,

c. State the reasons why protection is necessary.

Failure to take such precautions prior to submission of information may subject confidential information to disclosure under the Virginia Freedom of Information Act.

4. Access to VSA Facilities. The Contractor warrants that it does not and shall not, during the performance of this agreement, knowingly employ an unauthorized alien as defined in the Immigration Reform and Control Act of 1986. Any personnel requiring access to VCSFA properties or NASA Wallops Flight Facility must be US Citizens, and present a valid, unexpired, REAL-ID compliant, government issued photo identification. All requests for facility access must be coordinated through the designated VCSFA point of contact.

Contractor shall be required to submit the following giving five (5) business days advance notice for workers needing site access for less than 30 days:

Full Legal Name (as it appears on driver’s license)

VCSFA POC

Purpose of Visit Company Affiliation Date and Duration of Visit Facility/Building Visiting Mobile Phone Number

Deliveries directly to Wallops Island Facilities (32477 Causeway Road Wallops Island, VA 23337) shall require the delivery driver to possess a Bill of Lading (BOL) containing the following information: Date of Delivery, POC, Specific MARS Facility the item is being delivered to and a brief description of what is being delivered. The Island Gate Officer will issue a Drop Off badge to the driver after they have verified the bill of laden and the truck has been inspected by K-9. When the truck arrives K-9 will be contacted to come to the Island gate for the inspection. Escort is required from Island gate for pick-up from the Island even if a specific destination is on the BOL. Vendors on a schedule or those with frequent deliveries and any driver without a BOL will be required to report to N-1 for escort. All vehicles are subject to inspection.

5. Bonding

A. Contractor shall provide Performance and Payment Bonds, each in full amount of 100 percent of the value of this Agreement, from a Surety acceptable to VCSFA and licensed in the state where the Project is located. Bonds shall be provided to VCSFA within ten

(10) calendar days of execution of this Agreement.

B. Commencement of Work by the Contractor without having provided said bonds shall not be considered a waiver, or release by VCSFA of the above requirement for bonds, and Contractor shall have proceeded with the Work at its own risk and shall not be entitled to payment hereunder until such bonds are delivered to VCSFA.

C. Conditional Payment Bond shall not be acceptable.

D. Proper Power of Attorney shall accompany said bonds.

VIII. ATTACHMENTS

Attachment A - VCSFA Business Certification Attachment B - W-9 Form Attachment C – 90% Design Submittal Attachment D - Pricing Form Attachment E - Schedule Form Attachment F - VCSFA Terms and Conditions Attachment G - Virginia Commercial Space Flight Authority (VCSFA) Prime Contract Flowdown

Document Attachment H - Exceptions to VCSFA RFP and Terms and Conditions

Dear Valued Supplier, We request that you complete the following information in order to with

. Please return this form as soon as possible

Company Name Company Name Street Address Street Address City City State Zip State Zip

Cage Code

President: CFO:

No. of Employees:

If Subsidiary, name of Parent:

Signature:__________________________________ Title:

Date:

Vendor ID: Classification: __ __ __ __ __ __ __ __

Export/Import Certification

(NAICS)

OFFEROR (____) is, (____) is not a “U.S. Person” as defined in the ITAR 22 CFR Part 120.15 and EAR 15 CFR 772.

OFFEROR (____) is registered, (____) is exempt from registration, (_____) is not registered with the U.S. Department of State, Directorate of

Defense Trade Controls per ITAR 22 CFR Part 122.1 (a) and (b). Expiration Date of Registration (________________) OFFEROR (____) will obtain the necessary export authorization prior to the release of controlled technical data or other defense articles provided by for the purpose of procurement to any Foreign Person in or outside of the United States.

In the event this effort contains controlled technical data within the definition of the International Traffic In Arms Regulations (ITAR), it is subject to the control laws of the U.S. Government. Transfer of this data by any means to a Foreign Person, whether in the United States or abroad, without an export license or other approval from the U.S. Department of State, is prohibited. Suppliers shall ensure any lower tier participants are made aware of this requirement.

Additionally, for service type orders, the supplier is advised that due to the nature of work performed by , it is anticipated that any services performed under this contract may include exposure to defense articles. As such, only U.S. Persons may work on any resultant order. The supplier is responsible for ensuring compliance with this requirement, and for flowing down the requirement to lower tier participants.

ORDERS MAY NOT BE PROCESSED UNTIL WE HAVE RECEIVED THE ABOVE INFORMATION

Company Addresses Order to: Remit to:

ITAR 22 CFR 120.15 and EAR 15 CFR Part 772 define a U.S. person as a person who is a lawful permanent resident as defined by 8 U.S.C.1101(a)(20) or who is a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any corporation, business association, partnership, society, trust, or any other entity, organization or group that is incorporated to do business in the United States. It also includes any governmental (federal, state or local) entity.

Business Status

Pertinent Data

It is the policy of that small businesses and companies owned by socially and economically disadvantaged individuals have the maximum opportunity to participate in the performance of contracts awarded by the U.S. Government Federal agencies. Eligibility as a small business is based upon the regulations issued by the Small Business Administration, per Rev. 13, part 121 of the SBA Rules and Regulations.

Fax Number

If so, what year?

Dun & Bradstreet Number:Federal Tax I.D. Number:

Principal product or service:

(Assigned by POC)

Printed Name:_______________________________

Internal Use Only

Telephone Number Fax Number

Telephone Number

Has your company ever filed for Bankruptcy?

Years in Business:

Native American-Owned Small Business

Small Business Large Business Non-Profit Business Foreign Business Historically Black College & University or Minority Institution

Small Disadvantaged Business Women-Owned Small Business HUBZone Small Business Veteran Owned Small Business Service Disabled Veteran Owned Small Business Nonprofit Agency for Blind/Handicap

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RFP 27.140100-001-006

Attachment D Pricing Form

BASE SCOPE

Element Price

Conex

Structural Modifications

Exterior Coatings

Interior Build-Out

Electrical

Mechanical

Delivery/Shipping

Miscellaneous

Subtotal

Bond

Total

Proposed Payment Schedule - Provide a suggested payment schedule based on milestones (e.g. the completion of certain tasks/deliverables), for VCSFA’s consideration. VCSFA will negotiate a final Payment Schedule with the selected Offeror prior to contract award.

-2-

Labor/Equipment Rates for Approved Changes (attach additional sheets as necessary)

Contractor shall provide standard and overtime rates for each classification of labor anticipated as well as hourly rate for each classification of equipment anticipated. All rates shall include overhead, profit, taxes, insurance, bonds, hourly minimums, etc.).

Trade Rate REG O.T.

Designer _______/hr. _______/hr.

Journeyman _______/hr. _______/hr.

Laborer _______/hr. _______/hr.

Other ________________ _______/hr. _______/hr.

Other ________________ _______/hr. _______/hr.

Other ________________ _______/hr. _______/hr.

Equipment

__________________ _______/hr. _______/hr.

___________________ _______/hr. _______/hr.

________________ _______/hr. _______/hr.

________________ _______/hr. _______/hr.

________________ _______/hr. _______/hr.

RFP 27.140100-001-006

Attachment E Schedule Form

Milestones and Durations (required): Indicate in working days. Please provide expedited options for schedule with associated costs, not required to submit but highly recommended.

Contractors shall base schedule on projected/target contract execution date of 10/05/2026

Scope Start Date/ Site Ready

Required Completion

Contractor Duration

Expedited Duration

Expedited Cost

NTP/Contract Award 10/05/2026 Shop Drawings/Submittals Release for Fab Fabrication Completion Date 06/15/2027 Shipping

Anticipated mobilization date __________

Projected completion date for All Scope __________

Schedule: Contractor shall attach a schedule detailing completion of this scope of work in their proposal response, in addition to the required information above, to indicate additional detail, major milestones, etc.

T&Cs (11/24/2025) 1

ATTACHMENT F

VIRGINIA COMMERCIAL SPACE FLIGHT AUTHORITY TERMS & CONDITIONS

This document, together with attachments appended hereto constitutes Terms and Conditions for a Subcontract between the parties, and acceptance is strictly limited to the terms and conditions contained herein. Additional or differing terms, conditions or limitations of liability proposed by Seller, whether in a quote, acceptance or delivery document shall have no effect unless accepted in writing by Buyer. In particular any limitation of liability or disclaimer of warranty is expressly rejected. Acceptance of this Order by Seller may be made by signing the acknowledgment copy hereof or by partial performance hereunder, and any such acceptance shall constitute an unqualified agreement to all terms and conditions set forth herein unless otherwise modified in writing by the parties.

Section 1. Definitions. Words, as employed in this Agreement, shall have their normally accepted meanings. The following terms shall have the described meaning:

(a) “Buyer” or “VCSFA” shall mean Virginia Commercial Space

Flight Authority in this Subcontract.

(b) “Subcontract” shall mean the Purchase Order, Subcontract, or Contract, these General Terms and Conditions, and any special conditions appended hereto or documents incorporated herein.

(c) “Goods” shall mean those Goods identified in this Subcontract, which may be changed, from time to time by the mutual written agreement of the parties.

(d) “Services” shall mean those Services identified in this Subcontract, which may be changed, from time to time by the mutual written agreement of the parties.

(e) “Seller” shall mean the party identified as the Seller in this Subcontract.

(f) “Authorized Distributor” shall mean a Distributor distributing product within the terms of an Original Component Manufacturer (OCM) or the Original Equipment Manufacturer (OEM) contractual agreement. Contractual Agreement terms include, but are not limited to, distribution region, distribution products or lines, and warranty flow down from the OCM/OEM. Under this distribution, the distributor would be known as an Authorized Distributor. The term Franchised Distributor is considered synonymous with Authorized Distributor.

(g) “Independent Distributor (Broker)” shall mean a Distributor that purchases parts with the intention to resell them back into the market. Purchased parts may be obtained from OCMs/OEMs or contract manufacturers (typically from excess inventories), or from other independent distributors. Re-sale of the purchased parts (re-distribution) may be to OCMs/OEMs, contract manufacturers, or other independent distributors. Independent Distributors do not have contractual agreements with the OCMs/OEMs.

Section 2. General Relationship. The Seller is not an employee of VCSFA for any purpose whatsoever. The Seller agrees that in all matters relating to this Order it shall be acting as an independent contractor and shall assume and pay all liabilities and perform all obligations imposed with respect to the performance of this Order. Seller shall have no right, power or authority to create any obligation, expressed or implied, on behalf of Buyer and/or Buyer’s customers and shall have no authority to represent Buyer as an agent

Section 3. Price. The prices established by this Subcontract are firm fixed prices unless otherwise stated in the subcontract. Seller warrants that any unit prices charged herein do not exceed the unit prices charged by Seller to other customers in substantially similar transactions.

Section 4. Schedule and Delivery; Notice of Delay. Seller shall strictly adhere to all Subcontract schedules. Time is and shall remain of the essence in the performance of this Subcontract.

Whenever the Seller has knowledge that any actual or potential issue, event, or circumstance is delaying or threatens to delay the timely performance of this Order, the Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Buyer.

Liquidated Damages. In the event of a failure to meet agreed upon dates and/or deadlines, the Seller must pay to VCSFA liquidated damages amounting to 0.1% of the net price of the relevant supply and/or service under the individual contract, for each calendar day of default by the Seller, as liquated damages and not as a penalty. The amount of liquidated damages is limited to 10% of the net price of the relevant supply and/or service under the individual contract, even if several dates and/or deadlines have been exceeded. This reservation with regard to liquidated damages may be asserted any time at or before the final payment due on the basis of the underlying contract

Section 5. New Materials; Packaging, Shipping, Markings. (a) All goods to be delivered hereunder shall consist of new materials;

(b) Seller shall prepare and package the goods to prevent damage or deterioration and shall use best commercial practice for packing and packaging of items to be delivered under this Subcontract, unless otherwise specified in the Subcontract; (c) Unless otherwise stated in the Subcontract, F.O.B. point shall be Destination (Incoterms 2010 DAP for International transactions);

(d) For Sellers, Contract Manufacturers, and Authorized Distributors - Only new and authentic materials are to be used in products delivered to Buyer. No counterfeit or suspect counterfeit parts (See 17b for a definition of Counterfeit Items) are to be contained within the delivered product. Parts shall be purchased directly from the OCMs/OEMs, or through the OCM/OEMs Authorized Distributor. Documentation must be available that authenticates traceability to the applicable OCM/OEM.

Independent Distributors (Brokers) shall not be used without written consent from Buyer; (e) For Independent Distributors - When available, the original manufacturers Certificate of Conformance (C of C) and all traceability documentation shall be included with each shipment of parts. It shall include the manufacturer’s name, part number, date codes, lot codes, serializations, and / or any other batch identifications. Inspections and tests required are as noted in the Subcontract. Recorded evidence of all testing performed shall be included with each shipment. If suspect/counterfeit parts are furnished under this Subcontract and are found in any of the Goods delivered hereunder, such items will be impounded by Buyer.

The Seller shall promptly replace such suspect/counterfeit parts with parts acceptable to the Buyer and the Seller shall be liable for all costs relating to the removal and replacement of said parts as specified in the Subcontract requirements or Distributor’s insurance policies. Buyer reserves all contractual rights and remedies to address grievances and detrimental impacts caused by suspect/counterfeit parts; (f) A Packing List shall accompany each box or package shipment showing the order number, specified hereon as well as the item number and a description of the goods. In the event that no such Packing List accompanies

T&Cs (11/24/2025) 2 any shipment, the count, weight or other measure of Buyer shall be final and conclusive. The Buyer shall not be obligated to accept any shipments in excess of the ordered quantity and any excess or advance shipments may be returned to the Seller at the Seller’s expense.

Section 6. Inspection and Acceptance. (a) Buyer’s final acceptance of Goods or Services is subject to Buyer’s inspection within fourteen (14) calendar days after receipt at Buyer’s facility or such other place as may be designated by Buyer, notwithstanding any payment or prior test or inspection; (b) Seller and its suppliers shall establish and maintain a quality control and inspection program as specified in the Subcontract. Subject to applicable national security regulations, Buyer, Buyer’s representatives and Buyer’s Customer shall have the right of access, on a non-interference basis, to any area of Seller’s or Seller’s supply chain sub-tier premises where any part of the work is being performed. Seller shall flow this requirement down to its sub tier supply chain suppliers as a condition of this Subcontract.

Seller shall, without additional costs to Buyer, provide all reasonable in-plant accommodations, facilities, and assistance for the safety and convenience of the Buyer, the Buyer’s representatives and Buyer’s Customer in the performance of their duties; (c) Seller shall keep and maintain inspection, test and related records, which shall be available to Buyer or Buyer’s representative. Seller shall allow copies to be made and shall furnish all information required by the Buyer, Buyer’s representative or Buyer’s Customer.

Section 7. Rejection. If Seller delivers non-conforming Goods or Services, Buyer may, at its option and Seller’s expense: (i) return the Goods for refund or credit; (ii) require Seller to promptly correct or replace the Goods or Services; (iii) correct the nonconformance;

or, (iv) obtain conforming Goods or Services from another source.

Buyer shall specify the reason for any return or rejection of nonconforming Goods or Services and/or shall describe the action taken. Seller shall be liable for any increase in costs, including procurement costs attributable to Buyer’s rejection of the non-conforming Goods or Services. If Buyer determines or has reason to believe that Goods provided contain suspect and/or counterfeit parts, Buyer shall provide Seller the appropriate notice, impound the suspect/counterfeit parts.

Section 8. Payment. Unless otherwise provided, terms of payment shall be net thirty (30) days from the latest of the following: (1) Buyer’s receipt of Seller’s proper invoice. Invoices shall contain the following information: order number, item number, description of articles, sizes quantities, unit prices and extended totals. No adjustments will be made to Seller’s invoice due to shortages, late delivery, rejections or other failure to comply with the requirements of this order. Payment shall not constitute final acceptance. The Buyer may offset against any payment hereunder any amount owed to Buyer by the Seller.

Section 9. Taxes. Unless otherwise specified, prices include all applicable federal, state and local taxes, duties, tariffs, and similar fees imposed by any government, all of which shall be listed separately on the invoice. Prices shall not include any taxes, impositions, or charges for which Buyer has furnished a valid exemption certificate or other evidence of exemption.

Section 10. Changes. By written order, Buyer may from time to time direct changes for: (i) technical requirements; (ii) shipment or packing methods; (iii) place of delivery, inspection or acceptance;

(iv) reasonable adjustments in quantities, delivery schedules or both; (v) amount of Buyer–furnished property; (vi) time of performance; (vii) place of performance; and, (viii) terms and conditions of this contract required to meet Buyer’s obligations under Government prime contract or subcontract. If any such change causes an increase or decrease in the price or in the time required for its performance, Seller shall promptly notify Buyer thereof and assert its claim for equitable adjustment within thirty

(30) days after the change is ordered, and an equitable adjustment shall be made. However, nothing in this provision shall excuse Seller from proceeding immediately with the directed change(s).

Changes shall not be binding upon Buyer except when specifically confirmed in a written Subcontract or Change Order. Only the Buyer’s Procurement Representative has authority on behalf of Buyer to make changes to this contract.

Section 11. Force Majeure. The following events, and only the following events, shall constitute force majeure under this Subcontract: (a) acts of God or of a public enemy; (b) acts of Government; (c) fires; (d) floods; (e) epidemics; (f) quarantine restrictions; (g) strikes; (h) freight embargoes; and, (i) unusually severe weather. In each case, the failure to perform must be entirely beyond the control and without the fault or negligence of the Seller. Each party shall give the other immediate notice of any event that such party claims is a Force Majeure condition that would prevent the party from performing its obligations hereunder, and of the cessation of the condition. A party’s notice under this Section shall include the party’s good faith estimate of the likely duration of the Force Majeure condition.

Section 12. Termination for Convenience. The Buyer may, by notice in writing, direct Seller to terminate work under this Order in whole or in part, at any time, without cause, and such termination shall not constitute default. In such event, Buyer shall have all rights and obligations accruing to it either at law or in equity, including Buyer’s rights to title and possession of the goods and materials paid for. Buyer may take immediate possession of all work so performed upon notice of termination. Seller shall immediately stop work and limit costs incurred on the terminated work. Upon termination for convenience, Buyer, after deducting any amount(s) previously paid, shall reimburse Seller for the actual, reasonable, substantiated and allowable costs with the total amount to be paid by the Buyer being determined by negotiation and shall not exceed the value of the Subcontract.

VCSFA reserves the right to verify claims hereunder and Seller shall make available to VCSFA, upon its request, all relevant books and records for inspection and audit. If Seller fails to afford VCSFA its rights hereunder, Seller shall be deemed to have relinquished its claim.

Section 13. Termination for Default. Buyer may, by written Notice of Default to Seller, terminate this Subcontract in whole or in part if the Seller fails to: (i) deliver the Goods or to perform the Services within the time specified in this Subcontract or any extension; (ii) make progress, so as to endanger performance of this Subcontract; or, (iii) perform any of the other provisions of this Subcontract. The Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as

T&Cs (11/24/2025) 3 provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and Materials. The Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Subcontract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or under this Subcontract.

Section 14. Compliance with Law.

(a) The provisions of this Subcontract shall be interpreted in accordance with the laws of the Commonwealth of Virginia without regard to its conflicts of laws provisions, except that any provision in this Subcontract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government.

(b)(1) Seller, in the performance of this Subcontract, shall comply with all applicable local, state, and federal laws, orders, rules, regulations, ordinances, guidelines, directives, FAA, DOT and other transportation regulations and Hazard Communication Standards promulgated pursuant to the Occupational Health and Safety Act. Seller shall procure all licenses/permits, pay all fees, and other required charges.

(c) If: (i) Buyer’s contract price or fee is reduced; (ii) Buyer’s costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on Buyer; or (iv) Buyer incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by Seller, its officers, employees, agents, suppliers, or subcontractors at any tier, Buyer may proceed as provided for in subsection (d) below.

(d) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraph (2) above, Buyer may make a reduction of corresponding amounts (in whole or in part) in the price of this Subcontract or any other contract with Seller, and/or may demand payment (in whole or in part) of the corresponding amounts. Seller shall promptly pay amounts so demanded. In the case of withholding(s), Buyer may withhold the same amount from Seller under this Subcontract.

(e) Seller represents that each chemical substance constituting or contained in products sold or otherwise transferred to Buyer hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended.

Section 15. Export Control and Compliance Seller shall control the dissemination of and access to technical data, information and other items received under this Subcontract in accordance with U.S. export control laws and regulations. If this order involves the delivery of products, software, technical data or services (which includes design, assembly, testing, repair, maintenance or modification to Buyer products or technologies) subject to United States export control laws and regulations Seller shall comply with all applicable U.S. export and re-export control laws and regulations and any local government export regulations.

(1) ITAR Control and Compliance – Companies engaged in manufacturing or modification of Defense Articles or furnishing Defense Services (whether or not the Defense Articles or Services are intended for export) are required to register with the Department of State, Directorate of Defense Trade Controls (“DDTC”) in accordance with ITAR 22 C.F.R 122. If so engaged, Seller, by its offer and/or acceptance of this order, represents that it is registered with the DDTC. Proof of such registration will be promptly provided to Buyer upon request.

(2) Non-U.S. Companies – Non-U.S. companies shall be registered as required under its local government export regulations. Canadian companies must be registered by the Canadian Federal or Provincial government authorities.

(3) Seller shall maintain its registration throughout the complete period of performance of this order, including any warranty period, and shall immediately notify Buyer in the event that any such registration and/or other required authorization is revoked, expired or invalidated for any reason.

(4) Where Seller holds an export license or export agreement (e.g.

TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation, that could affect the Seller’s performance under this subcontract.

(5) Seller shall: (i) comply with the requirements of the Foreign Corrupt Practices Act, as amended, (FCPA) (15 U.S.C. §§78dd-1,

et. seq.), regardless of whether Seller is within the jurisdiction of the United States; (ii) neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery.

(f) Seller’s failure to comply with the entirety of this Section shall be immediate cause for default.

Section 16. Standards of Business Ethics and Conduct.

VCSFA believes in fair and open competition and is committed to conducting its business fairly, impartially and in an ethical and proper manner. These characteristics make it imperative that VCSFA employees adhere to a particularly high ethical standard.

VCSFA can be successful only when employees look after long-term interests of the company and resist pressures to compromise VCSFA standards. The Seller shall not offer any gratuity to Buyer's employees, customers or their representatives. Furthermore, any falsification, concealment, or alteration of any material fact, or any false, fraudulent or fictitious statement or representation in connection with the work under a Order within the jurisdiction of the Federal Government is not only prohibited by the Buyer's policy, but may also be punishable under Federal Law. If Seller has cause to believe that Buyer or any employee or agent of Buyer has acted improperly or unethically under this Order, Seller shall report such behavior to VCSFA’s Director of Finance and Contracting at (757) 440-4020.

Section 17. Proprietary Information and Rights.

(a) Subject to 14(d) the Parties shall only share Proprietary Information under this Subcontract pursuant to an existing Proprietary Information Agreement (PIA) [Ref: Insert PIA#];

(b) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section 14 (d), all specifications, information, data, drawings, software and

T&Cs (11/24/2025) 4 other items supplied to Buyer shall be disclosed to Buyer without any restrictive rights on a non-proprietary basis;

(c) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section 14(d), all specifications, information, data, drawings, software and other items which are: (i) supplied to Seller by Buyer; or, (ii) paid for by Buyer during the performance of this Subcontract shall be treated as proprietary to Buyer and shall not be disclosed to any third party without Buyer’s express written consent. Seller agrees not to use any such furnished information except to perform this Subcontract;

and,

(d) Applicable U.S. Government Procurement Regulations incorporated into this Subcontract shall take precedence over any conflicting provision of this Section to the extent that such Regulations so require.