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N00019-13-R-0001 - Navair - The US Navy

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					                                                                                                 1. THIS CONTRACT IS A RATED ORDER                         RATING                     P AGE     OF    P AGES
      SOLICITATION, OFFER AND AWARD                                                              UNDER DP AS (15 CFR 700)                                         DO-A1                 1               59
2. CONTRACT NO.                                 3. SOLICITATION NO.                4. TYP E OF SOLICITATION     5. DATE ISSUED        6. REQUISITION/P URCHASE NO.
                                                                                   [ ] SEALED BID (IFB)
                                                N00019-13-R-0001
                                                                                   [ X ] NEGOTIATED (RFP )
7. ISSUED BY                                                             CODE        N00019            8. ADDRESS OFFER TO               (If other than Item 7)                CODE
NAVAL AIR SYSTEMS COMMAND
AIR-2.2.1.4 SUITE 453 BLDG 2272
47123 BUSE ROAD UNIT IPT
PATUXENT RIVER MD 20670                                            TEL: SEE SECTION A
                                                                                                               See Item 7                                             TEL:
                                                                   FAX:                                                                                               FAX:
NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

                                                                                                 SOLICITATION
9. Sealed offers in original and       copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if
handcarried, in the depository located in                                                                             until              local time
                                                                                                                                                           (Hour)                      (Date)
CAUT ION - LAT E Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and
conditions contained in this solicitation.
10. FOR INFORMATION A. NAME                                                              B. TELEP HONE (Include area code)   (NO COLLECT CALLS)        C. E-MAIL ADDRESS
   CALL:             MARY DODDS                                                             301-757-7083                                               mary .dodds@navy .mil

                                                                                           11. T ABLE OF CONT ENT S
(X) SEC.                      DESCRIPT ION                                              PAGE(S) (X) SEC.                              DESCRIPT ION                 PAGE(S)
                         PART I - THE SCHEDULE                                                                               PART II - CO NTRACT CLAUSES
 X      A    SOLICIT AT ION/ CONT RACT FORM                                              1-2          X    I CONT RACT CLAUSES                                     35 - 48
 X      B    SUPPLIES OR SERVICES AND PRICES/ COST S                                     3-8            PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS
 X      C    DESCRIPT ION/ SPECS./ WORK ST AT EMENT                                      9            X    J LIST OF AT T ACHMENT S                                49
 X      D    PACKAGING AND MARKING                                                       10 - 12                   PART IV - REPRESENTATIO NS AND INSTRUCTIO NS
 X      E    INSPECT ION AND ACCEPT ANCE                                                 13 - 14               REPRESENT AT IONS, CERT IFICAT IONS AND
                                                                                                      X    K                                                       50 - 59
 X      F    DELIVERIES OR PERFORMANCE                                                   15 - 19               OT HER ST AT EMENT S OF OFFERORS
 X      G    CONT RACT ADMINIST RAT ION DAT A                                            20 - 24           L INST RS., CONDS., AND NOT ICES T O OFFERORS
 X      H    SPECIAL CONT RACT REQUIREMENT S                                             25 - 34           M EVALUAT ION FACT ORS FOR AWARD
                                                                             OFFER (Must be fully completed by offeror)
NOT E: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.
12. In compliance with the above, the undersigned agrees, if this offer is accepted within                  calendar days (60 calendar days unless a different period
 is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite
 each item, delivered at the designated point(s), within the time specified in the schedule.
13. DISCOUNT FOR PROMPT PAYMENT
    (See Section I, Clause No. 52.232-8)
14. ACKNOWLEDGMENT OF AMENDMENT S                                                       AMENDMENT NO.                    DAT E                   AMENDMENT NO.                                DAT E
    (T he offeror acknowledges receipt of amendments
    to the SOLICIT AT ION for offerors and related
    documents numbered and dated):
15A. NAME                             CODE                                                         FACILIT Y                       16. NAME AND T IT LE OF PERSON AUT HORIZED T O
      AND
                                                                                                                                        SIGN OFFER (T ype or print)
      ADDRESS
      OF
      OFFEROR

15B. T ELEPHONE NO                   (Include area code)               15C. CHECK IF REMITTANCE ADDRESS                             17. SIGNAT URE                                18. OFFER DAT E
                                                                             IS DIFFERENT FROM ABOVE - ENTER
                                                                             SUCH ADDRESS IN SCHEDULE.
                                                                                      AWARD (To be completed by Government)
19. ACCEP TED AS TO ITEMS NUMBERED                                     20. AMOUNT                                 21. ACCOUNTING AND AP P ROP RIATION


22. AUTHORITY FOR USING OTHER THAN FULL AND OP EN COMP ETITION:                                                   23. SUBMIT INVOICES T O ADDRESS SHOWN IN                                IT EM
                  10 U.S.C. 2304(c)(             )                 41 U.S.C. 253(c)(         )                    (4 copies unless otherwise specified)
24. ADMINISTERED BY (If other than Item 7)                                   CODE                                 25. P AYMENT WILL BE MADE BY                                  CODE




26. NAME OF CONTRACTING OFFICER (Type or print)                                                                   27. UNITED STATES OF AMERICA                                    28. AWARD DATE

 TEL:                                                      EMAIL:                                                        (Signature of Contracting Officer)
IMPORT ANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.
Previous Edition is Unusable                                                                     33-134                                                                STANDARD FORM 33 (REV. 9-97)
                                                                                                                                                                       Prescribed by GSA
                                                                                                                                                                       FAR (48 CFR) 53.214(c)
                                            N00019-13-R-0001

                                                 Page 2 of 59

Section A - Solicitation/Contract Form

SECTION A - SOLICITATION/CONT

CONTACT INFORMATION
Points of Contact for ALL Communications:

William D Gentry, AIR 2.2.1.4
Procurement Contracting Officer
William.gentry@navy.mil
(301) 757-7069

Or
Mary Dodds, AIR 2.2.1.4.4
Contract Specialist
Mary.dodds@navy.mil
(301) 757-7083
                                                                      N00019-13-R-0001

                                                                           Page 3 of 59

    Section B - Supplies or Services and Prices



ITEM NO    SUPPLIES/SERVICES         QUANTITY     UNIT   UNIT PRICE                AMOUNT
0001                                     10       Each
           Small Form Factor Transponder
           FFP
           Early Production Units
           FOB: Destination




                                                         NET AMT




ITEM NO    SUPPLIES/SERVICES         QUANTITY     UNIT   UNIT PRICE                AMOUNT
0002                                     240      Each
           Small Form Factor Transponder
           FFP
           Production Units
           FOB: Destination




                                                         NET AMT
                                                                                N00019-13-R-0001

                                                                                     Page 4 of 59

ITEM NO   SUPPLIES/SERVICES          QUANTITY           UNIT       UNIT PRICE                AMOUNT
0003                                                     Lot
          Technical Data
          FFP
          Technical Data in support of Items 0001 and 0002
          FOB: Destination




                                                                  NET AMT




ITEM NO   SUPPLIES/SERVICES          QUANTITY         UNIT       UNIT PRICE                  AMOUNT
0004                                    1              Lot
          SFF Emergent Eng Support
          T&M
          Emergent Engineering Support
          FOB: Destination

                                                        TOT ESTIMATED PRICE
                                                               CEILING PRICE




ITEM NO   SUPPLIES/SERVICES          QUANTITY           UNIT       UNIT PRICE                AMOUNT
0005                                                     Lot
          Technical Data
          FFP
          Technical Data in support of Items 0004
          FOB: Destination




                                                                  NET AMT
                                                                                     N00019-13-R-0001

                                                                                          Page 5 of 59

ITEM NO   SUPPLIES/SERVICES         QUANTITY           UNIT             UNIT PRICE                AMOUNT
0101                                    180             Each
OPTION    Small Form Factor Transponder
          FFP
          Production Units-FY14 - See Table A for Determination of Option Prices
          FOB: Destination




                                                                    NET AMT




ITEM NO   SUPPLIES/SERVICES          QUANTITY         UNIT           UNIT PRICE                   AMOUNT
0102                                                   Lot
OPTION    Technical Data in support of Item 0101
          FFP
          FOB: Destination




                                                                    NET AMT




ITEM NO   SUPPLIES/SERVICES          QUANTITY           UNIT           UNIT PRICE                 AMOUNT
0201                                     90             Each
OPTION    Small Form Factor Transponder
          FFP
          Production Units - FY15 - See Table A for Determination of Option Prices
          FOB: Destination




                                                                    NET AMT
                                                                                      N00019-13-R-0001

                                                                                           Page 6 of 59

ITEM NO    SUPPLIES/SERVICES          QUANTITY         UNIT           UNIT PRICE                   AMOUNT
0202                                                    Lot
OPTION     Technical Data in support of Item 0201
           FFP
           FOB: Destination




                                                                     NET AMT




ITEM NO    SUPPLIES/SERVICES          QUANTITY           UNIT            UNIT PRICE                AMOUNT
0301                                       80             Each
OPTION     Small Form Factor Transponder
           FFP
           Production Units - FY16 - See Table A for Determination of Option Prices
           FOB: Destination




                                                                     NET AMT




ITEM NO    SUPPLIES/SERVICES          QUANTITY         UNIT           UNIT PRICE                   AMOUNT
0302                                                    Lot
OPTION     Technical Data in Support of Item 0301
           FFP
           FOB: Destination




                                                                     NET AMT




     CLAUSES INCORPORATED BY FULL TEXT


     5252.204-9501   NATIONAL STOCK NUMBERS (NAVAIR)(MAR 2007)
                                                                                                   N00019-13-R-0001

                                                                                                           Page 7 of 59

   (a) This clause applies to supplies that are stock numbered under Federal Catalog System procedures.
   (b) Unless otherwise authorized by the Contracting Officer, in writing, the Contractor shall not deliver any supplies
until the supplies have been marked with a National Stock Number. All available National Stock Numbers will be
furnished by the Government. If National Stock Numbers are not furnished by the Government in time to meet the
delivery schedule for the supplies, the Contractor may present the supplies that are scheduled for delivery to the
Contracting Officer for acceptance. The Contracting Officer may accept such supplies without National Stock
Numbers and the Government will pay the Contractor, provided that title to the supplies is vested in the Government.
   (c) The term “Federal Stock Number” (FSN), which may be referred to in the specifications of this contract or
elsewhere in this contract, shall mean “National Stock Number” (NSN), and the term “Federal Item Identification
Number”, wherever it appears, shall mean “National Item Identification Number”.
(As used in the foregoing clause, the term “Contracting Officer” shall mean the “Administrative Contracting Officer”
(ACO) with respect to provisioned items and other supplies ordered by the ACO.)




TABLE A
                                           N00019-13-R-0001

                                                Page 8 of 59



TABLE A

DETERMINATION OF OPTION PRICES FOR CLINS

            Quantity       Unit Price

CLIN 0101   121-135    $

             136-150       $

             151-165       $

             166-175       $

             176-180       $

CLIN 0201      51-60       $

               61-70       $

               71-80       $

               81-85       $

               86-90       $

CLIN 0301      41-50       $

               51-60       $

               61-70       $

               71-75       $

               76-80       $
                                                                                                N00019-13-R-0001

                                                                                                       Page 9 of 59

Section C - Descriptions and Specifications

DESCRIPTIONS AND SPECIFICATION
Items 0001, and 0002, and Option Items 0101, 0201, and 0301- The supplies and services provided herein shall be
performed in accordance with Attachment (1) “Small Form Factor (SFF) Identification Friend or Foe (IFF) Digital
Transponder Statement of Work (SOW)” dated November 2, 2012 and Attachment (2) “Small Form Factor
Specification.” dated November 7, 2012.
Items 0003, and 0005, and Option Items 0102, 0202, and 0302- When required by Attachment (1) “Small Form
Factor (SFF) Identification Friend or Foe (IFF) Digital Transponder Statement of Work (SOW)” dated November 2,
2012 and Attachment (2) “Small Form Factor Specification” dated November 7, 2012 Contract Data Requirement
List (CDRL), the contractor shall furnish technical, software, financial, and administrative data in accordance with
the applicable DD Form 1423.
Item 0004 – The engineering support to be furnished hereunder shall be in accordance with Paragraph 3.1.2 of
Attachment (1) “SFF IFF Digital Transponder SOW” dated November 2, 2012.
                                                                                                   N00019-13-R-0001

                                                                                                         Page 10 of 59

Section D - Packaging and Marking

SECTION D - PACKAGING AND MARK
Items 0001 and 0002, and Option Items 0101, 0201, and 0301- The supplies to be furnished hereunder shall be
preserved, packaged, and marked to ensure safe delivery at destination in accordance with (IAW) the NAVAIR
Clause 5252.247-9509 shown in full text below. Packaging shall be IAW MIL-STD-2073-1E. Military markings
for shipment and storage shall be IAW MIL-STD-129P. Machine-readable information marking, including Item
Unique Identification shall be IAW MIL-STD-130N.
Items 0003 and 0005, and Option Items 0102, 0202, and 0302- When required by a Contract Data Requirement
List (CDRL), the contractor shall furnish technical, software, financial, and administrative data in accordance with
the applicable DD Form 1423 and NAVAIR Clauses 5252.247-9507 and 5252.247-9514.
Item 0004 – Packaging and Marking is not applicable.



CLAUSES INCORPORATED BY FULL TEXT


252.223-7001       HAZARD WARNING LABELS (DEC 1991)
   (a) "Hazardous material," as used in this clause, is defined in the Hazardous Material Identification and Material
Safety Data clause of this contract.
   (b) The Contractor shall label the item package (unit container) of any hazardous material to be delivered under
this contract in accordance with the Hazard Communication Standard (29 CFR 1910.1200 et seq). The Standard
requires that the hazard warning label conform to the requirements of the standard unless the material is otherwise
subject to the labeling requirements of one of the following statutes:
     (1) Federal Insecticide, Fungicide and Rodenticide Act;
     (2) Federal Food, Drug and Cosmetics Act;
     (3) Consumer Product Safety Act;
     (4) Federal Hazardous Substances Act; or
     (5) Federal Alcohol Administration Act.
   (c) The Offeror shall list which hazardous material listed in the Hazardous Material Identification and Material
Safety Data clause of this contract will be labeled in accordance with one of the Acts in paragraphs (b)(1) through (5)
of this clause instead of the Hazard Communication Standard. Any hazardous material not listed will be interpreted
to mean that a label is required in accordance with the Hazard Communication Standard.
MATERIAL (If None, Insert "None.")             ACT
__________________________________ _____________________________
__________________________________ _____________________________
   (d) The apparently successful Offeror agrees to submit, before award, a copy of the hazard warning label for all
hazardous materials not listed in paragraph (c) of this clause. The Offeror shall submit the label with the Material
Safety Data Sheet being furnished under the Hazardous Material Identification and Material Safety Data clause of
this contract.
   (e) The Contractor shall also comply with MIL-STD-129, Marking for Shipment and Storage (including revisions
adopted during the term of this contract).




CLAUSES INCORPORATED BY FULL TEXT


5252.223-9502 HAZARDOUS MATERIAL (NAVAIR)(APR 2009) -
   (a) Packaging, Packing, Marking, Labeling and Certification of Hazardous materials for shipment by any mode or
combination of transportation modes shall be prepared (properly classed, described, packaged, marked, labeled,
transport vehicle placarded, etc.) for shipment in accordance with MIL-STD-129 and Title 49 Code of Federal
                                                                                                   N00019-13-R-0001

                                                                                                         Page 11 of 59

Regulations (CFR), Part 100-199 as applicable. In the event of any contradictions between the documents, 49 CFR
shall govern or the applicable modal transport regulation.
   (b) In the event of a conflict between specific requirements in the contract or order and existing applicable modal
transport regulations, the regulations shall take precedence. Under no circumstances shall the contractor knowingly
use materials, markings or procedures that are not in accordance with laws and regulations applicable to the mode of
transportation employed.
   (c) To ascertain which Department of Defense, or local installation regulations, concerning hazardous materials
may have impact on this contract, the contractor should contact: Environmental Director:

Naval Air Systems Command
47013 Hinkle Circle
Bldg 416 Rm 200B
Patuxent River, MD 20670
(301) 757-6177


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:

AAI Corporation
124 Industry Lane
Hunt Valley, MD 21030
                                                                                                   N00019-13-R-0001

                                                                                                         Page 12 of 59

  (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.
                                                                                                     N00019-13-R-0001

                                                                                                           Page 13 of 59

Section E - Inspection and Acceptance

-
Items 0001, and 0002, and Option Items 0101, 0201, and 0301- Inspection and Acceptance of the SFF IFF
Transponder units to be delivered shall be accomplished at origin by the Administrative Contracting Office (ACO) or
his/her duly authorized representative in accordance with Attachment (1) SFF IFF Digital Transponder SOW and
Government Acceptance Test Plan approved under CDRL A018. The Contractor shall notify DCMA at least two (2)
business days prior to the initial inspection and acceptance if the Government representative is in residence at the
contractor’s plant, or at least seven (7) business days prior to the initial inspection and acceptance in other instances.
Items 0003, and 0005, and Option Items 0102, 0202, and 0302- Inspection and Acceptance when required by a
Contract Data Requirement List (CDRL), the contractor shall furnish technical, software, financial, and
administrative data in accordance with the applicable DD Form 1423.
Item 0004 – Inspection and Acceptance of the Emergent Engineering Support shall be accomplished at destination
by PMA213 in accordance with Attachment (1) SFF IFF Digital Transponder SOW.




INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN     INSPECT AT                              INSPECT BY         ACCEPT AT                              ACCEPT BY
0001     Origin                                  Government         Origin                                 Government
0002     Origin                                  Government         Origin                                 Government
0003     N/A                                     N/A                N/A                                    Government
0004     Destination                             Government         Destination                            Government
0005     N/A                                     N/A                N/A                                    Government
0101     Origin                                  Government         Origin                                 Government
0102     N/A                                     N/A                N/A                                    Government
0201     Origin                                  Government         Origin                                 Government
0202     N/A                                     N/A                N/A                                    Government
0301     Origin                                  Government         Origin                                 Government
0302     N/A                                     N/A                N/A                                    Government




CLAUSES INCORPORATED BY REFERENCE


52.246-2              Inspection Of Supplies--Fixed Price                              AUG 1996
52.246-6              Inspection--Time-And-Material And Labor-Hour                     MAY 2001
52.246-16             Responsibility For Supplies                                      APR 1984
252.246-7000          Material Inspection And Receiving Report                         MAR 2008




CLAUSES INCORPORATED BY FULL TEXT
                                                                                                       N00019-13-R-0001

                                                                                                             Page 14 of 59

52.246-11           HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (FEB 1999)
   The Contractor shall comply with the higher-level quality standard selected below. [If more than one standard is
listed, the offeror shall indicate its selection by checking the appropriate block.]
           Title                Number            Date    Tailoring
     [ X ] Quality Systems ISO/ASQ-9001 2008 N/A
     [ ] _______              _______             _______          _______
     [ ] _______              _______             _______          _______
     [ ] _______              _______             _______          _______
[Contracting Officer insert the title, number (if any), date, and tailoring (if any) of the higher-level quality standards.]



CLAUSES INCORPORATED BY FULL TEXT


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 the
cognizant DCMA ACO or duly authorized representative.
  (b) Acceptance of all Contract Line Items/Sub Line Items (CLINs/SLINs) shall be made by signature of the
accepting authority on a DD 250 submitted through the WAWF system. Acceptance will only occur when the
accepting authority is sure that inspections performed demonstrate compliance with contract requirements.




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 N/A.
The attached form will not be used for high cost data such as drawings, specifications, and technical manuals.




5252.246-9517 CONSTRUCTIVE ACCEPTANCE PERIOD (NAVAIR) (MAR 1999)
  For the purpose of FAR Clause 52.232-25, “Prompt Payment”, paragraph (a)(5)(i), Government acceptance shall
be deemed to have occurred constructively on the 30th day after the contractor delivered the supplies or performed
the services.
                                                                                                N00019-13-R-0001

                                                                                                      Page 15 of 59

Section F - Deliveries or Performance

-
Item 0001 – Initial delivery of three (3) early production SFF Transponder units (to include hardware and software)
shall be delivered no later than 28 February 2014 and seven (7) early production SFF Transponder units (to include
hardware and software) shall be delivered no later than 30 June 2014 to the following address:

PEO AVN, AME W80XKP
John Savage, W: 256-313-1240
Bldg. S3616 ENTAC Cir.
Redstone Arsenal, AL 35898

Item 0002 – The 240 SFF Transponder units called for hereunder shall be delivered commencing no later than 31
October 2014 and continuing through 30 September 2015 at a rate of 20 units per month. These units shall be
shipped to the following address:

AAI Corporation
Jeff Barrett, W: 410-666-1400
124 Industry Lane
Hunt Valley, MD 21030

Items 0003, and 0005, Option Items 0102, 0202, and 0302 – The technical data to be furnished hereunder shall be
in accordance with DD Form 1423, Contract Data Requirements List, Exhibit A.

Item 0004 - The engineering support to be furnished hereunder shall be provided in accordance with contract
modifications issued in accordance with direction to be provided by the Contracting Officer pursuant to Paragraph
3.1.2 of Attachment (1) “SFF IFF Digital Transponder SOW.”

Option Item 0101 – The SFF Transponder units called for hereunder shall be delivered commencing no later than 30
October 2015 and continuing through 29 July 2016 with deliveries spread evenly over the delivery period but not to
exceed 18 units per month. These units shall be shipped to the same address as called out for Item 0002 above.

Option Item 0201 – The SFF Transponder units called for hereunder shall be delivered commencing no later than 31
August 2016 and continuing through 31 May 2017 with deliveries spread evenly over the delivery period but not to
exceed 9 units per month. These units shall be shipped to the same address as called out for Item 0002 above.

Option Item 0301 – The SFF Transponder units called for hereunder shall be delivered commencing no later than 30
June 2017 and continuing through 30 March 2018 with deliveries spread evenly over the delivery period but not to
exceed 8 units per month. These units shall be shipped to the same address as called out for Item 0002 above.




DELIVERY INFORMATION

CLIN     DELIVERY DATE                  QUANTITY         SHIP TO ADDRESS                                 UIC
                                                                N00019-13-R-0001

                                                                    Page 16 of 59

0001   28-FEB-2014          3     PEO AVN, AME W80XKP                  W80XKP
                                  JOHN SAVAGE
                                  BLDG S3616 ENTAC CIRCLE
                                  REDSTONE ARSENAL AL 35898
                                  256-313-1240
                                  FOB: Destination

0001   30-JUN-2014          7     (SAME AS PREVIOUS LOCATION)          W80XKP
                                  FOB: Destination

0002   31-OCT-2014          20    AAI CORPORATION                      CH0SXR
                                  JEFF BARRETT
                                  124 INDUSTRY LANE
                                  HUNT VALLEY MD 21030-0126
                                  410-666-1400
                                  FOB: Destination

0002   28-NOV-2014          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   31-DEC-2014          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   30-JAN-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   27-FEB-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   31-MAR-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   30-APR-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   29-MAY-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   30-JUN-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   31-JUL-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   31-AUG-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0002   30-SEP-2015          20    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0003   POP 30-AUG-2013 TO   N/A   N/A
       30-SEP-2015                FOB: Destination

0004   N/A                  N/A   N/A                                  N/A
                                                                N00019-13-R-0001

                                                                    Page 17 of 59


0005   POP 30-AUG-2013 TO   N/A   N/A
       30-MAR-2018                FOB: Destination

0101   30-OCT-2015          18    AAI CORPORATION                      CH0SXR
                                  JEFF BARRETT
                                  124 INDUSTRY LANE
                                  HUNT VALLEY MD 21030-0126
                                  410-666-1400
                                  FOB: Destination

0101   30-NOV-2015          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   31-DEC-2015          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   29-JAN-2016          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   29-FEB-2016          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   31-MAR-2016          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   29-APR-2016          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   31-MAY-2016          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   30-JUN-2016          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0101   29-JUL-2016          18    (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0102   POP 30-OCT-2015 TO   N/A   N/A
       29-JUL-2016                FOB: Destination

0201   31-AUG-2016          9     AAI CORPORATION                      CH0SXR
                                  JEFF BARRETT
                                  124 INDUSTRY LANE
                                  HUNT VALLEY MD 21030-0126
                                  410-666-1400
                                  FOB: Destination

0201   30-SEP-2016          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0201   31-OCT-2016          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination
                                                                N00019-13-R-0001

                                                                    Page 18 of 59

0201   30-NOV-2016          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0201   30-DEC-2016          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0201   31-JAN-2017          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0201   28-FEB-2017          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0201   31-MAR-2017          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0201   28-APR-2017          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0201   31-MAY-2017          9     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0202   POP 31-AUG-2016 TO   N/A   N/A
       31-MAY-2017                FOB: Destination

0301   30-JUN-2017          8     AAI CORPORATION                      CH0SXR
                                  JEFF BARRETT
                                  124 INDUSTRY LANE
                                  HUNT VALLEY MD 21030-0126
                                  410-666-1400
                                  FOB: Destination

0301   31-JUL-2017          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0301   31-AUG-2017          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0301   29-SEP-2017          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0301   31-OCT-2017          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0301   30-NOV-2017          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0301   29-DEC-2017          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0301   31-JAN-2018          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination

0301   28-FEB-2018          8     (SAME AS PREVIOUS LOCATION)          CH0SXR
                                  FOB: Destination
                                                                                                     N00019-13-R-0001

                                                                                                           Page 19 of 59


0301     30-MAR-2018                   8                    (SAME AS PREVIOUS LOCATION)                       CH0SXR
                                                            FOB: Destination

0302     POP 30-JUN-2017 TO            N/A                  N/A
         30-MAR-2018                                        FOB: Destination




CLAUSES INCORPORATED BY REFERENCE


52.242-15             Stop-Work Order                                                  AUG 1989
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




CLAUSES INCORPORATED BY FULL TEXT


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 A 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 AIR 2.2.1.4
      (2) ACO, Code TBD.
         (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: See Block 16 “Remarks” for addressee information when
mailing is required
                                                                                                  N00019-13-R-0001

                                                                                                        Page 20 of 59

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE


252.204-7002         Payment For Subline Items Not Separately Priced                DEC 1991
252.232-7003         Electronic Submission of Payment Requests and Receiving        JUN 2012
                     Reports
252.232-7010         Levies on Contract Payments                                    DEC 2006




CLAUSES INCORPORATED BY FULL TEXT


252.232-7006       WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JUN 2012)
  (a) Definitions. as used in this clause--
  "Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit,
activity, or organization.
  "Document type" means the type of payment request or receiving report available for creation in Wide Area
WorkFlow (WAWF).
  "Local processing office (LPO)" is the office responsible for payment certification when payment certification is
done external to the entitlement system.
  (b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and
receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and
Receiving Reports.
  (c) WAWF access. To access WAWF, the Contractor shall--
     (1) Have a designated electronic business point of contact in the Central Contractor Registration at
https://www.acquisition.gov; and
     (2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration
available at this Web site.
  (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training
Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed
by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/.
  (e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data
Interchange, or File Transfer Protocol.
  (f) WAWF payment instructions. The Contractor must use the following information when submitting payment
requests and receiving reports in WAWF for this contract/order:
     (1) Document type. The Contractor shall use the following document type(s).
  ___________________________________________________________________________
  (Contracting Officer: Insert applicable document type(s). Note: If a "Combo" document type is identified but not
supportable by the Contractor's business systems, an "Invoice" (stand-alone) and "Receiving Report" (stand-alone)
document type may be used instead.)
     (2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s)
in WAWF, as specified by the contracting officer.
  ___________________________________________________________________________
  (Contracting Officer: Insert inspection and acceptance locations or "Not applicable.")
     (3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in
applicable fields in WAWF when creating payment requests and receiving reports in the system.

  Routing Data Table*
  Field Name in WAWF                         Data to be entered in WAWF
  Pay Official DoDAAC:                       _________________________
                                                                                                   N00019-13-R-0001

                                                                                                         Page 21 of 59

   Issue By DoDAAC:                              _________________________
   Admin DoDAAC:                                 _________________________
   Inspect By DoDAAC:                            _________________________
   Ship To Code:                                 _________________________
   Ship From Code:                               _________________________
   Mark For Code:                                _________________________
   Service Approver (DoDAAC):                    _________________________
   Service Acceptor (DoDAAC):                    _________________________
   Accept at Other DoDAAC:                        _________________________
   LPO DoDAAC:                                   _________________________
   DCAA Auditor DoDAAC:                           _________________________
   Other DoDAAC(s):                              _________________________
   (*Contracting Officer: Insert applicable DoDAAC information or "See schedule" if multiple ship to/acceptance
locations apply, or "Not applicable.")
     (4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes
appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit
price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F,
(e.g. timesheets) in support of each payment request.
     (5) WAWF email notifications. The Contractor shall enter the email address identified below in the "Send
Additional Email Notifications" field of WAWF once a document is submitted in the system.
____________________________________________________________________________
(Contracting Officer: Insert applicable email addresses or "Not applicable.")
   (g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the
following contracting activity's WAWF point of contact. For Navy WAWF questions call DFAS Customer Care 1-
800-756-4571 option 6
     (2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.




CLAUSES INCORPORATED BY FULL TEXT


5252.201-9500 TECHNICAL POINT OF CONTACT (TPOC)(NAVAIR)(SEP 2012)
  (a) The Technical Point of Contact (TPOC) for this contract is: brian.finley@navy.mil
  (b) This individual is not a Contracting Officer nor a Contracting Officer's Representative (COR)/Task Order COR
(TOCOR) and has no authority to make changes, verbally or otherwise, to the existing contract or order. Further, no
authority has been delegated to this individual by the Procuring Contracting Officer (PCO).
  (c) The contractor may use this technical POC for technical questions related to the existing contract or order.
Also, as a representative of the requiring activity, the TPOC may perform or assist in such areas as: base access
forms, security related issues, IT access requirements, Contractor Performance Assessment Reporting System
(CPARS), clarification of technical requirements, and statement of work inquires.
  (d) The contractor shall immediately notify the Procuring Contracting Officer in writing if the contractor interprets
any action by the TPOC to be a change to the existing contract.




CLAUSES INCORPORATED BY FULL TEXT


5252.201-9502     CONTRACTOR’S AUTHORIZED CONTRACT COORDINATOR AND TECHNICAL
                  LIAISON (NAVAIR)(OCT 2005)
                                                                                                   N00019-13-R-0001

                                                                                                          Page 22 of 59

  (a) The contractor shall state below the name and telephone numbers of the contractor’s employees responsible for
coordination of contract functions/liaison with the Contracting Officer and/or Contract administrator, and providing
technical assistance as required regarding product specifications, functionality, etc.
    CONTRACT COORDINATOR:
       NAME: _______________________________________
       PHONE (BUS): ___________________________________
       PHONE (AFTER HOURS): _________________________
    ALTERNATE:
       NAME: _______________________________________
       PHONE (BUS): ___________________________________
       PHONE (AFTER HOURS): _________________________
  (b) The contractor shall notify the Contracting Officer and/or Contract Administrator in advance, in writing, of any
changes in the above listed personnel.




CLAUSES INCORPORATED BY FULL TEXT


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.




CLAUSES INCORPORATED BY FULL TEXT


5252.232-9502       SUBMISSION OF INVOICES (COST-REIMBURSEMENT, TIME-AND-MATERIALS,
                    LABOR-HOUR, OR FIXED PRICE INCENTIVE) (NAVAIR)(OCT 2005) - ALT II (OCT
                    2005)
(Applies only to Items 0004 and 0005)
   (a) "Invoice" as used in this clause includes contractor requests for interim payments using public vouchers (SF
1034) but does not include contractor requests for progress payments under fixed price incentive contracts.
   (b)(i) In accordance with DFARS 242.803(b)(i)(C), the cognizant Defense Contract Audit Agency (DCAA)
auditor has authorized the contractor to submit interim invoices directly to paying offices. This authorization does not
extend to the first and final invoices, which shall be submitted to the contract auditor at the following address:
DCAA – TBD. A copy of every invoice shall also be provided to the individual listed below, at the address shown
(if completed by the contracting officer): Mr. Dan Gentry, Email william.gentry@navy.mil In addition, a copy of
the final invoice shall be provided to the Administrative Contracting Officer (ACO).
     (ii) Upon written notification to the contractor, DCAA may rescind its authorization for the contractor to submit
interim invoices directly to the paying offices. Upon receipt of such written notice the contractor shall immediately
begin to submit all invoices to the contract auditor at the above address.
                                                                                                    N00019-13-R-0001

                                                                                                          Page 23 of 59

     (iii) Notwithstanding (i) and (ii), when delivery orders are applicable, invoices shall be segregated by individual
order and submitted to the address(es) specified in the order.
  (c) Invoices requesting interim payments shall be submitted no more than once every two weeks, unless another
time period is specified in the Payments clause of this contract. For indefinite delivery type contracts, interim
payment invoices shall be submitted no more than once every two weeks for each delivery order. There shall be a
lapse of no more than 30 calendar days between performance and submission of an interim payment invoice.
  (d) In addition to the information identified in the Prompt Payment clause herein, each invoice shall contain the
following information, as applicable:
     (1) Contract line item number (CLIN).
     (2) Subline item number (SLIN).
     (3) Accounting Classification Reference Number (ACRN).
     (4) Payment terms.
     (5) Procuring activity.
     (6) Date supplies provided or services performed.
     (7) Costs incurred and allowable under the contract.
     (8) Vessel (e.g., ship, submarine or other craft) or system for which supply/service is provided.
  (e) A DD Form 250, "Material Inspection and Receiving Report",
     [ ] is required with each invoice submittal.
     [ ] is required only with the final invoice.
     [ X ] is not required.
  (f) A Certificate of Performance
     [ ] shall be provided with each invoice submittal.
     [ X ] is not required.
  (g) The Contractor's final invoice shall be identified as such, and shall list all other invoices (if any) previously
tendered under this contract.
  (h) Costs of performance shall be segregated, accumulated and invoiced to the appropriate ACRN categories to the
extent possible. When such segregation of costs by ACRN is not possible for invoices submitted with CLINS/ SLINS
with more than one ACRN, an allocation ratio shall be established in the same ratio as the obligations cited in the
accounting data so that costs are allocated on a proportional basis.



CLAUSES INCORPORATED BY FULL TEXT


5252.232-9504      SPECIAL PAY INSTRUCTIONS FOR PAYING OFFICE (NAVAIR)(MAY 2006) - ALT I
                   (MAY 2006)
  (a) All payments against informational (numeric) sub-line items (SLINs) shall be processed manually by the
paying office.
  (b) Invoices submitted for payment, which do not contain contract line item number (CLIN) or sub-line item
number (SLIN)) and the accounting classification reference number (ACRN) information, will be returned for
correction.
  (c) The disbursement of funds will be by the CLIN/SLIN/ACRN designation.
  (d) If progress payments are authorized, payments will be made against the unliquidated balance of all applicable
CLINs/SLINs.
  (e) Informational SLINs, e.g. 000101, are as follows:

               SLIN                   ACRN               Amount Obligated
                                                                                                 N00019-13-R-0001

                                                                                                       Page 24 of 59


5252.232-9511 NOTICE OF REQUIREMENTS FOR PROMPT PAYMENT (NAVAIR) (MAR 2006)
  The Government anticipates that this contract will be distributed to Defense Finance and Accounting Service
(DFAS) by the DOD Electronic Document Access (EDA) system. DFAS is responsible for payment of contractor
invoices.
  (a) In accordance with FAR Clause 52.232-33 "Payment By Electronic Funds Transfer--Central Contractor
Registration", the contractor is responsible for providing updated information to the Central Contractor Register
(CCR) database. Additionally, the contractor is responsible for maintaining its active status in the CCR database.
  (b) If the DUNS, CAGE code, TIN or address set forth in the contract do not match the information in the CCR,
then DFAS will return invoices without payment. Therefore, it is imperative that the contractor ensure the DUNS,
CAGE code, TIN and contractor address on the contract are accurate and in compliance with the CCR database.
Additionally, any changes/updates made to the CCR database should be communicated to the Contracting Officer
for the purpose of modifying the contract to reflect the new data.




5252.242-9511 CONTRACT ADMINISTRATION DATA (NAVAIR)(SEP 2012)
  (a) Contract Administration Office.
    (1) Contract administration functions (see FAR 42.302(a) and DFARS 242.302(a)) are assigned to: See the
ADMINISTERED BY Block on the face page of the contract, modification, or order.
    (b) Special Instructions (see FAR 42.202(b) and (c)):
    (1) The following contract administration functions are retained (see FAR 42.302(a) and DFARS 242.302(a)):
  Functions Retained                                   Retained for Performance By:
Withheld at this time                                  Future changes will be delineated by PCO




         (2) The following additional contract administration functions are assigned (see FAR 42.302(b)):
Additional Functions                                  Retained for Performance By:
TBD                                                   TBD




    (c) Inquiries regarding payment should be referred to: MyInvoice at https://myinvoice.csd.disa.mil//index.html.
                                                                                                   N00019-13-R-0001

                                                                                                          Page 25 of 59

Section H - Special Contract Requirements

H-1 WARRANTY
     The Contractor warrants that the Small Form Factor (SFF) Transponders delivered hereunder will be free from
defects in material and workmanship and will conform to the requirements of the Performance Specification for
Small Form Factor Transponder Set dated November 7, 2012 for a period of thirty six (36) months from acceptance.
This warranty shall not apply to any failures that are caused by the following circumstances: Government operation
of the SFF Transponder outside of the performance envelopes called out in the Performance Specification for Small
Form Factor Transponder Set dated November 7, 2012; gross negligence by the Government in handling the SFF
Transponder; damage resulting from combat operations; and damage resulting from the crash and/or destruction of
the airframe in which the SFF Transponder is installed.
    All claims under this warranty must be made within thirty (30) calendar days after occurrence of the
circumstance(s) which may give rise to a claim and/or written notice of such claim must be provided to the
Contractor within thirty six (36) months after acceptance of the alleged defective SFF Transponder(s), whichever
occurs first. The Procuring Contracting Officer (PCO) shall provide the written notification by either letter or e-
mail. All such claims shall specifically identify the alleged defective SFF Transponder(s) by serial number and
include a full description of the circumstances giving rise to the claim.
      Before any SFF Transponders are returned for examination, repair, or adjustment under this warranty, written
instructions shall be obtained from the Contractor as to the packaging requirements, means of shipment, and shipping
destination for the warranty action. The Contractor shall reply to the Government request for warranty shipment
instructions within five (5) calendar days. Paperwork documenting the failure shall be included in the container used
to ship the alleged defective SFF Transponder(s) back to the Contractor. The Government shall be responsible for
the costs of shipping SFF Transponder(s) to the Contractor under this warranty clause. The Contractor shall have the
right to reject any warranty claim with respect to SFF Transponders which have been altered in any way or
packaged/shipped in a manner inconsistent with the warranty shipment instructions. The Government shall be
responsible for all damage that occurs to returned SFF Transponders as a result of improper packaging or handling,
and/or loss in transit.
     The Contractor shall examine all returned SFF Transponder(s) to determine if the failure exhibited by the SFF
Transponder(s) is covered by this warranty clause. Such examination shall include disassembly of the SFF
Transponder and/or subjecting the SFF Transponder to the Acceptance Test Procedure (ATP) called out in Section E
of this contract, as necessary. As soon as the Contractor determines that a returned SFF Transponder is displaying a
failure NOT covered by this warranty clause, the Contractor shall stop all work on the SFF Transponder and notify
the PCO immediately in writing (e-mail acceptable). This notification shall provide detailed rationale for the
Contractor’s determination that the failure is not covered by this warranty clause. If the PCO determines that the
failure is covered by the warranty, the PCO shall provide written direction to the contractor to proceed with the repair
in accordance with the provisions of this warranty clause. The Contractor shall implement the PCO’s direction
without delay. Disputes on the PCO’s direction shall be handled in accordance with FAR 52.233-1, “Disputes (JUL
2002) and Alternate 1 (DEC 1991)”. If the PCO determines that the failure is NOT covered by the warranty, the
PCO shall provide disposition instructions to the Contractor for the failed SFF Transponder.
    The firm fixed price of this contract shall include the costs of the Contractor examination of all returned SFF
Transponders which display failures covered by this warranty clause and the costs of examination of up to ten (10)
SFF Transponders which are subsequently determined to display warranty failures NOT covered by this warranty
clause. Upon PCO determination of the seventh (7th) SFF Transponder failure NOT covered by this warranty
clause, the Contractor shall provide written notification (e-mail acceptable) to the PCO of the number of non
warranty failure examinations accomplished to date. Following this notification, the Contractor shall refrain from
examining any subsequent returned SFF Transponders until the PCO provides direction. The PCO may either
negotiate an equitable adjustment to the contract price to permit more than 10 non-warranty failure examinations or
                                                                                                     N00019-13-R-0001

                                                                                                           Page 26 of 59

the PCO may direct the Contractor to only conduct the number of additional SFF Transponder examinations that can
be accomplished without breaching the 10 non-warranty failure examination limit.
    The Contractor shall either repair or, at its discretion, replace all returned SFF Transponders that display failures
covered by this warranty within the firm fixed price of this contract. The Contractor shall either repair or replace the
failed SFF Transponder within 90 calendar days of receipt. The Contractor shall subject the repaired/replaced SFF
Transponder to the ATP called out in Section E of this contract. Upon successful completion of the ATP on the
repaired/replaced SFF Transponder, the Contractor shall request disposition instructions from the PCO. The
shipment of the repaired/replaced SFF Transponder to the Government shall be accomplished by the Contractor at no
increase to the contract price of this contract or any other Government contract. The repaired/replaced SFF
Transponder shall be warranted by the Contractor in accordance with the provisions of this clause for a period of
thirty six (36) months from the date that the repaired/replaced SFF Transponder is shipped to the Government.

                                           (End)



CLAUSES INCORPORATED BY FULL TEXT


5252.204-9505      SYSTEM AUTHORIZATION ACCESS REQUEST NAVY (SAAR-N) REQUIREMENTS
                   FOR INFORMATION TECHNOLOGY (IT)(NAVAIR) (SEP 2012)
  (a) Contractor personnel assigned to perform work under this contract may require access to Navy Information
Technology (IT) resources (e.g., computers, laptops, personal electronic devices/personal digital assistants
(PEDs/PDAs), NMCI, RDT&E networks, websites such as MyNAVAIR, and Navy Web servers requiring Common
Access Card (CAC) Public Key Infrastructure (PKI)). Contractor personnel (prime, subcontractor, consultants, and
temporary employees) requiring access to Navy IT resources (including those personnel who previously signed
SAAR DD Form 2875) shall submit a completed System Authorization Access Request Navy (SAAR-N), OPNAV
5239/14 (Jul 2008) form or latest version thereof, and have initiated the requisite background investigation (or
provide proof of a current background investigation) prior to accessing any Navy IT resources. The form and
instructions for processing the SAAR-N form are available at: NAVAIR Contractor Forms.
  (b) SAAR-N forms will be submitted to the Government Sponsor or Technical Point of Contact (TPOC) via the
contractor’s Facility Security Officer (FSO). The designated SAAR-N Government Sponsor or TPCO for contractor
employees requiring IT access, [fill-in name] shall be responsible for signing and processing the SAAR-N forms. For
those contractors that do not have a FSO, SAAR-N forms shall be submitted directly to the designated SAAR-N
Government Sponsor or TPOC. Copies of the approved SAAR-N forms may be obtained through the designated
SAAR-N Government Sponsor or TPOC. Requests for access should be routed through the
NAVAIR_SAAR.fct@navy.mil mailbox.
   (c) In order to maintain access to Navy IT resources, the contractor shall ensure completion of initial and annual
IA training, monitor expiration of requisite background investigations, and initiate re-investigations as required. If
requested, the contractor shall provide to the designated SAAR-N Government Sponsor or TPOC documentation
sufficient to prove that it is monitoring/tracking the SAAR-N requirements for its employees who are accessing Navy
IT resources. For those contractor personnel not in compliance with the requirements of this clause, access to Navy
IT resources will be denied/revoked.
   (d) The SAAR-N form remains valid throughout contractual performance, inclusive of performance extensions
and option exercises where the contract number does not change. Contractor personnel are required to submit a new
SAAR-N form only when they begin work on a new or different contract.




CLAUSES INCORPORATED BY FULL TEXT
                                                                                                    N00019-13-R-0001

                                                                                                           Page 27 of 59


5252.210-9501    AVAILABILITY OF UNIQUE DATA ITEM DESCRIPTIONS (UDIDs) AND DATA ITEM
                 DESCRIPTIONS (DIDs) (NAVAIR) (OCT 2005)
  Access Procedures for Acquisition Management System and Data Requirements Control List (AMSDL), DoD
5010.12-L, and DIDs listed therein. The AMSDL and all DIDs and UDIDs listed therein are available online via the
Acquisition Streamlining and Standardization Information System located at http://assist.daps.dla.mil. To access
these documents, select the Quick Search link on the site home page.




CLAUSES INCORPORATED BY FULL TEXT


5252.211-9502 GOVERNMENT INSTALLATION WORK SCHEDULE (NAVAIR)(OCT 2005)
  (a) The Holidays applicable to this contract are: New Year’s Day, Martin Luther King’s Birthday, President’s
Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, and
Christmas Day.
  (b) In the event that the contractor is prevented from performance as the result of an Executive Order or an
administrative leave determination that applies to the using activity, such time may be charged to the contract as a
direct cost provided such charges are consistent with the contractor’s accounting practices. In the event that any of
the above holidays occur on a Saturday or Sunday, then such holiday shall be observed as they are by the assigned
Government employees at the using activity.




CLAUSES INCORPORATED BY FULL TEXT


5252.211- 9510 CONTRACTOR EMPLOYEES (NAVAIR)(MAY 2011)
   (a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to
identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor
personnel are Government officials. This can occur during meeting attendance, through written (letter or email)
correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations
where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor
employee(s) shall:
     (1) Not by word or deed give the impression or appearance of being a Government employee;
     (2) Wear appropriate badges visible above the waist that identify them as contractor employees when in
Government spaces, at a Government-sponsored event, or an event outside normal work spaces in support of the
contract/order;
     (3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and
informal written and electronic correspondence. Identification shall include the name of the company for whom they
work;
     (4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime
contractor their company is supporting, as well as the Government office they are supporting when participating in
meetings, conferences, and other interactions in which all parties are not in daily contact with the individual
contractor employee; and
     (5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and
the name of the Contracting Officer’s Representative.
   (b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized
if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer.
   (c) The Contracting Officer will make final determination of compliance with regulations with regard to proper
identification of contractor employees.
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CLAUSES INCORPORATED BY FULL TEXT


5252.215-9505      EXCLUSIVE TEAMING ARRANGEMENTS WHICH INHIBIT COMPETITION
                   (NAVAIR)(OCT 2005)
  Offerors who propose teaming arrangements on an exclusive basis will be evaluated to determine whether such
teaming agreements inhibit competition. In order for the Government to evaluate whether the proposed agreements
inhibit competition, offerors are required to (1) provide a copy of all teaming arrangements, and (2) explain why the
teaming arrangements do not inhibit competition. The documentation must include, but is not limited to: structure of
the teaming arrangement, responsibilities, and liabilities; financial responsibility; managerial responsibility and
accountability; and applicable legal documents. The burden of proving that any exclusive teaming arrangement
proposed does not restrict competition shall rest with the offeror. Offerors are advised that should the Government
determine that any such proposed, exclusive teaming arrangement inhibits competition, (1) that determination may
render the offeror's proposal ineligible for award, and (2) the Contracting Officer shall forward the matter to the
appropriate authorities as prescribed by Federal Acquisition Regulation Part 3.3.



CLAUSES INCORPORATED BY FULL TEXT


5252.223-9001 NOTICE TO OFFERORS--USE OF OZONE DEPLETING SUBSTANCES (AUG 1993)
  (a) In accordance with section 326 of Pub L.102-484, the Department of Defense is prohibited from awarding any
contract which includes a DoD-directed specification or standard that requires the use of a Class I ozone depleting
substance (ODS) or that can be met only through the use of such a substance unless such use has been approved by a
senior acquisition official (SAO). The SAO approval is based on a technical certification that no suitable substitute
for the ODS is currently available.
  (b) To comply with this statute, the Navy has screened the specifications and standards associated with this
solicitation. To the extent that ODS requirements were revealed by this review they are identified below:
                        Class I ODS Identified                          Specification/Standard
                      _______________________                        _________________________
                      _______________________                        _________________________
  (c) If offerors possess knowledge about any other Class I ODS required directly or indirectly by the specification
or standards, the Navy would appreciate such information in your response to this solicitation. Offerors are under no
obligation to comply with this request and no compensation can be provided for doing so.




CLAUSES INCORPORATED BY FULL TEXT


5252.223-9501 MATERIAL SAFETY DATA SHEET (MSDS) (NAVAIR) (APR 2009)
   (a) The contractor shall forward an electronic copy of the Material Safety Data Sheet (MSDS) required under FAR
Clause 52.223-3, “Hazardous Material Identification and Material Safety Data”, to Mar-navyhmirs@med.navy.mil
and the Naval Inventory Control Point (NICP) at wraps.prime.fct@navy.mil .
   (b) One copy of the MSDS shall be enclosed with the shipping documents. If the shipment is received without an
attached copy of the MSDS, the Government has the right to refuse receipt.
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CLAUSES INCORPORATED BY FULL TEXT


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:

Mark D. Kelly
Patent Counsel
NAVAIR AIR 11.0
47085 Buse Road, Bldg 462
Patuxent River, MD 20670-1546
(301) 342-9568

  (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.



CLAUSES INCORPORATED BY FULL TEXT


5252.227-9505    TECHNICAL DATA AND COMPUTER SOFTWARE IDENTIFICATION IN
                 ENGINEERING CHANGE PROPOSALS (ECPs) (NAVAIR)(AUG 1987)
  Each Engineering Change Proposal (ECP) submitted by the Contractor shall identify each item of technical data
and computer software delivered by the Contractor under any prior Navy contract required to be revised as a result of
the proposed change and shall include an estimated price and cost proposal to furnish the revisions.




CLAUSES INCORPORATED BY FULL TEXT


5252.227-9507      NOTICE REGARDING THE DISSEMINATION OF EXPORT-CONTROLLED
                   TECHNICAL DATA (NAVAIR) (OCT 2005)
  (a) Export of information contained herein, which includes release to foreign nationals within the United States,
without first obtaining approval or license from the Department of State for items controlled by the International
Traffic in Arms Regulations (ITARS), or the Department of Commerce for items controlled by the Export
Administration Regulations (EAR), may constitute a violation of law.
  (b) For violation of export laws, the contractor, its employees, officials or agents are subject to:
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    (1) Imprisonment and/or imposition of criminal fines; and
    (2) Suspension or debarment from future Government contracting actions.
  (c) The Government shall not be liable for any unauthorized use or release of export-controlled information,
technical data or specifications in this contract.
  (d) The contractor shall include the provisions or paragraphs (a) through (c) above in any subcontracts awarded
under this contract.




CLAUSES INCORPORATED BY FULL TEXT


5252.227-9511      DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION
                   (NAVAIR) (FEB 2009)
  (a) During the performance of this contract, the Government may use an independent services contractor (ISC),
who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluations, or
independent verification and validations of technical documents submitted to the Government during performance.
  (b) The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to the prime
contractor. The prime contractor is required to provide full cooperation, working facilities and access to the ISC for
the purposes stated in paragraph (a) above.
  (c) Since the ISC is neither an employee nor an agent of the Government, any findings, recommendations,
analyses, or conclusions of such a contractor are not those of the Government.
  (d) The prime contractor acknowledges that the Government has the right to use ISCs as stated in paragraph (a)
above. It is possible that under such an arrangement the ISC may require access to or the use of information (other
than restricted cost or pricing data), which is proprietary to the prime contractor.
  (e) To protect any such proprietary information from disclosure or use, and to establish the respective rights and
duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any ISC
as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will be provided to the
Procuring Contracting Officer.




CLAUSES INCORPORATED BY FULL TEXT


5252.232-9509      REIMBURSEMENT OF TRAVEL, PER DIEM, AND SPECIAL MATERIAL COSTS
                   (NAVAIR)(MAY 2012)
(Applies only to Items 0004 and 0005)
   (a) Area of Travel. 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. All contractor personnel required to perform work on any U.S. Navy vessel shall obtain boarding
authorization from the Commanding Officer of the vessel before boarding.
   (b) Travel Policy. 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. Consistent with FAR Subpart 31.2,
all costs incurred for lodging, meals and incidental expenses required for tasks assigned under this contract shall be
considered reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per
diem rates in effect at the time of travel as set forth in the Federal Travel Regulations, prescribed by the General
Services Administration for travel in the conterminous 48 United States, (hereinafter the FTR); Joint Travel
Regulation, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense, for travel in
Alaska, Hawaii, The Commonwealth of Puerto Rico, and territories and possessions of the United States (hereinafter
JTR); and Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per
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Diem Allowances for Foreign Areas," prescribed by the Department of State, for travel in areas not covered in the
FTR or JTR (hereinafter the SR).
   (c) Travel. Travel and subsistence are authorized for travel beyond a fifty-mile radius of the contractor’s office
whenever a task assignment requires work to be accomplished at a temporary alternate worksite. No travel or
subsistence shall be charged for work performed within a fifty-mile radius of the contractor’s office. The contractor
shall not be paid for travel or subsistence for contractor personnel who reside in the metropolitan area in which the
tasks are being performed. Travel performed for personal convenience, in conjunction with personal recreation, or
daily travel to and from work at the contractor’s facility will not be reimbursed.
      (1) For travel costs other than described in paragraph (c) above, the contractor shall be paid on the basis of
actual amount paid to the extent that such travel is necessary for the performance of services under the contract and is
authorized by the COR in writing.
      (2) When transportation by privately owned conveyance is authorized, the contractor shall be paid on a mileage
basis not to exceed the applicable Government transportation rate as contained in the FTR, JTR or SR. Authorization
for the use of privately owned conveyance shall be indicated in the basic contract. Distances traveled between points
shall be shown on invoices as listed in standard highway mileage guides. Reimbursement will not exceed the mileage
shown in the standard highway mileage guides.
      (3) The contractor agrees, in the performance of necessary travel, to use the lowest cost mode commensurate
with the requirements of the mission as set forth in the basic contract and in accordance with good traffic
management principles. When it is necessary to use air or rail travel, the contractor agrees to use coach, tourist class,
or similar accommodations to the extent consistent with the successful and economical accomplishment of the
mission for which the travel is being performed.
      (4) The contractor’s invoices shall include receipts or other evidence substantiating actual costs incurred for
authorized travel. In no event will such payments exceed the rates of common carriers.
   (d) Vehicle and/or Truck Rentals. The contractor shall be reimbursed for actual rental/lease of special vehicles
and/or trucks (i.e., of a type not normally used by the contractor in the conduct of its business) only if authorized in
the basic contract or upon approval by the COR. Reimbursement of such rental shall be made based on actual
amounts paid by the contractor. Use of rental/lease costs of vehicles and/or trucks that are of a type normally used by
the contractor in the conduct of its business are not subject to reimbursement.
   (e) Car Rental. The contractor shall be reimbursed for car rental, exclusive of mileage charges, as authorized in
the basic contract or upon approval by the COR, when the services are required to be performed beyond the normal
commuting distance from the contractor’s facilities. Car rental for a team on TDY at one site will be allowed for a
minimum of four (4) persons per car, provided that such number or greater comprise the TDY team.
   (f) Per Diem. The contractor shall not be paid for per diem for contractor personnel who reside in the
metropolitan areas in which the tasks are being performed. Per Diem shall not be paid on services performed within
a fifty-mile radius of the contractor’s home office or the contractor’s local office. Per Diem is authorized for
contractor personnel beyond a fifty-mile radius of the contractor’s home or local offices whenever a task assigned
requires work to be done at a temporary alternate worksite. Per Diem shall be paid to the contractor only to the
extent that overnight stay is necessary and authorized under this contract. The authorized per diem rate shall be the
same as the prevailing per diem in the worksite locality. These rates will be based on rates contained in the FTR,
JTR or SR. The applicable rate is authorized at a flat seventy-five (75%) percent on the day of departure from
contractor’s home or local office, and on the day of return. Reimbursement to the contractor for per diem shall be
limited to actual payments to per diem defined herein. The contractor shall provide actual payments of per diem
defined herein. The contractor shall provide supporting documentation for per diem expenses as evidence of actual
payment.
   (g) Shipboard Stays. Whenever work assignments require temporary duty aboard a Government ship, the
contractor will be reimbursed at the per diem rates identified in paragraph C8101.2C or C81181.3B(6) of the
Department of Defense Joint Travel Regulations, Volume II.
   (h) Special Material. “Special material” includes only the costs of material, supplies, or services which is peculiar
to the ordered data and which is not suitable for use in the course of the contractor’s normal business. It shall be
furnished pursuant to specific authorization approved by the COR. The contractor will be required to support all
material costs claimed by its costs less any applicable discounts. “Special materials” include, but are not limited to,
graphic reproduction expenses, or technical illustrative or design requirements needing special processing.
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CLAUSES INCORPORATED BY FULL TEXT


5252.243-9504      AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER (NAVAIR) (JAN
                   1992)
   (a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visit
the contractor’s facilities or in any other manner communicates with contractor personnel during the performance of
this contract shall constitute a change under the “Changes” clause of this contract.
   (b) The contractor shall not comply with any order, direction or request of Government personnel unless it is
issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a
part of this contract.
   (c) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this
contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the
Contracting Officer’s. In the event the contractor effects any change at the direction of any person other than the
Contracting Officer, the change will be considered to have been made without authority and no adjustment will be
made in the contract price to cover any increase in charges incurred as a result thereof. The address and telephone
number of the Contracting Officer is: Dan Gentry, AIR 2.2.1.4, William.Gentry@navy.mil




5252.245-9500     GOVERNMENT PROPERTY FOR THE PERFORMANCE OF THIS CONTRACT
                  (NAVAIR) (MAY 2012)
  (a) Authorization is granted to use the Government property identified below without rental charge in the
performance of this contract and subcontracts of any tier issued hereunder (see FAR 45.201(a) for further
information regarding identification requirements) :
     (1) Government property currently accountable and managed under the following contracts:
  [List Government property and applicable contract number(s). Refer to NMCARS 5245.311 if transferring
Government property between contracts. If none, then enter “NONE”]

Contract    Nomenclature/       Part/       Mfg      Serial           Quantity/      As Is:        Unit Acq
Number      Description         Model/               Number           Unit of        Yes/No        Cost
                                Number               (Unique Item     Issue
                                                     Identifier)
TBD

     (2) Government furnished property to be provided under this contract:
  [List Government property here -- include everything except Material, as defined in FAR 45.101. If none, then
enter “NONE”.]

Nomenclature/             Part/ Model       Mfg      Serial           Quantity/      As Is:        Unit Acq
Description               Number and                 Number           Unit of        Yes/No        Cost
                          National Stock             (Unique Item     Issue
                          Number                     Identifier)
TBD

    (3) Government furnished material, as defined in FAR 45.101, to be provided under this contract:
  [List Government material here. If none, then enter “NONE”.]

Nomenclature/             Part Number       Mfg      Unit of Issue    Quantity       As Is:        Unit Acq Cost
Description                                                                          Yes/No
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TBD

     (4) If authority has been granted in accordance with FAR 51.102, Contractor access to Government supply
sources is authorized for the following items. Paragraph (b) does not apply to purchases under the NMCI/CoSC
contract.
  [List items AND quantity authorized for requisition. If none, then enter “NONE”.]

Schedule/Source       Nomenclature/     Part Number     Mfg     Unit of Issue   Quantity Authorized       Unit Acq
                      Description                                                                         Cost
TBD

  (b) The contractor shall prepare requisition documentation for the items listed in paragraph (a)(4 ) above in
accordance with the “Military Standard Requisitioning and Issue Procedures (MILSTRIP) for Defense Contractors”,
DoD 4000.25-1- M, Chapter 11, which is available at http://www.dtic.mil/whs/directives under publications. The
contractor shall submit all requisitions for material from the supply system to the Material Control Activity specified
in Section G of this contract.
  (c) Government property provided above (except for special tooling and special test equipment as defined in FAR
2.101) shall not be installed or constructed or otherwise affixed to property not owned by the Government in such a
fashion as to be nonseverable unless written authorization has been obtained from the Contracting Officer.
  (d) The contractor is responsible for scheduling the use of all property covered by this clause and the Government
shall not be responsible for conflicts, delays, or disruptions to any work performed by the contractor due to use of any
or all such property, either under this contract or any other contracts under which use of such property is authorized.




5252.245-9520 ASSOCIATE CONTRACTOR CLAUSE (NAVAIR) (OCT 2005)
  (a)(1) This clause is intended to ensure that there will be appropriate coordination/integration of work by the PM
Shadow UAS associate contractors to ensure complete compatibility between equipment, data, and services for the
PM Shadow UAS to prevent unnecessary duplication of effort and in order to maximize commonality.
     (2) The price of this contract makes provision for the performance of the work called for in the Associate
Contractor Agreements as required by this clause, in support of this contract.
  (b) The Associate Contractors are as follows:
   _AAI Corporation___________________
  (c) The contractor shall work and maintain close liaison with the associate contractors listed in paragraph (b)
above. In order to assure accomplishment of this objective, the contractor shall enter into a written Associate
Contractor Agreement with each of the other applicable associate contractors.
  (d) Each Associate Contractor Agreement between the contractor and an associate contractor shall provide for
complete and unbiased exchange of technical information and interface data (data) relating to their detailed
responsibilities and procedures. The following is a guide to be used in the development of each agreement:
     (1) Identification of the data to be furnished among the associate contractors to facilitate procedures/schedules
for the exchange of data. Descriptive detail of the data to be furnished or exchanged, with a specific date for delivery
of each item thereof and containing such other mutual covenants and agreements that may be desirable or required to
assure delivery or exchange of said data in a timely manner and in a condition suitable for use by the recipient. (For
example, this may extend to all information pertaining and essential to the design, development, fabrication, test,
interface, modification and installation of equipment and provision of services hereunder to the extent that each party
may require such information to ensure the compatibility of their respective equipment, data and services.)
     (2) Services to be provided by one contractor to another (including such services as clerical support to visiting
associate contractor personnel, unscheduled maintenance and technical support for equipment, etc.) to facilitate the
performance of the respective contracts and the period(s) of time the services are to be provided to assure necessary
interface actions and support activities.
     (3) The materials to be provided to each other by the respective contractors in performance.
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     (4) The facilities and their location to be provided by each contractor to accommodate personnel assigned to
provide the associate contractor’s integration and support services, assurance of adequate working areas, power
requirements, office space and communication equipment which are essential for timely completion of the
integration/support services.
     (5) Delineation of respective interface responsibilities.
     (6) Provision for furnishing copies to communications relative to performance of associate contractor
responsibilities.
  (e) In the event this exchange of data results in the need to obtain access to proprietary information, the contractor
agrees to include in the Associate Contractor Agreements the terms and conditions under which the contractor and
associate contractors agree to exchange such proprietary information. The Contractor hereby agrees not to use,
modify, reproduce, release, perform, display, or disclose such proprietary information unless specifically authorized
in writing to do so under the Associate Contractor Agreements.
  (f) The Associate Contractor Agreements shall permit the exchange of data between the associate contractors. The
Agreements shall be structured so that all contractors and associate contractors are obligated to protect proprietary
information from all unauthorized use or disclosure for as long as such information remains proprietary.        (g)
  “Proprietary Information” means information that embodies trade secrets developed at private expense or business,
commercial, or financial information that is privileged or confidential provided that such information:
[__X_] is not known or available from other sources without obligations concerning its confidentiality;
[__X_] has not been made available by the owners to others without obligation concerning its confidentiality;
[__X_] is not already available to the Government without obligation concerning its confidentiality; and
[__X_] has not been developed independently by persons who have had no access to the information.
  (h) Each Associate Contractor Agreement shall be submitted to the Government for review prior to execution.
Following Government concurrence and execution by both associate contractors, each Associate Contractor
Agreement may be made an attachment to this contract. The Associate Contractor Agreements are for information
purposes only and shall not be subject to or governed by this contract. In the event of a conflict between the terms of
this contract and terms of the aforesaid agreement, the terms of this contract shall control.
  (i) Where the contractor and an associate contractor fail to agree upon action to be taken in connection with their
respective responsibilities, each contractor shall promptly notify the cognizant PCO and furnish the contractor’s
recommendations for a solution. The contractor shall not be relieved of its obligations to make timely deliveries or be
entitled to any other adjustment because of the contractor and its associate failure to: (1) resolve Associate Contractor
Agreements disputes; (2) promptly refer matters to the PCO; or (3) to implement PCO directions.
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Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE


52.202-1             Definitions                                                      JAN 2012
52.203-3             Gratuities                                                       APR 1984
52.203-5             Covenant Against Contingent Fees                                 APR 1984
52.203-6             Restrictions On Subcontractor Sales To The Government            SEP 2006
52.203-7             Anti-Kickback Procedures                                         OCT 2010
52.203-8             Cancellation, Rescission, and Recovery of Funds for Illegal or   JAN 1997
                     Improper Activity
52.203-10            Price Or Fee Adjustment For Illegal Or Improper Activity         JAN 1997
52.203-12            Limitation On Payments To Influence Certain Federal              OCT 2010
                     Transactions
52.203-13            Contractor Code of Business Ethics and Conduct                   APR 2010
52.203-14            Display of Hotline Poster(s)                                     DEC 2007
52.204-2             Security Requirements                                            AUG 1996
52.204-4             Printed or Copied Double-Sided on Postconsumer Fiber             MAY 2011
                     Content Paper
52.204-7             Central Contractor Registration                                  AUG 2012
52.209-6             Protecting the Government's Interest When Subcontracting         DEC 2010
                     With Contractors Debarred, Suspended, or Proposed for
                     Debarment
52.209-9             Updates of Publicly Available Information Regarding              FEB 2012
                     Responsibility Matters
52.210-1             Market Research                                                  APR 2011
52.211-5             Material Requirements                                            AUG 2000
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
52.215-12            Subcontractor Certified Cost or Pricing Data                     OCT 2010
52.215-14            Integrity of Unit Prices                                         OCT 2010
52.215-15            Pension Adjustments and Asset Reversions                         OCT 2010
52.215-18            Reversion or Adjustment of Plans for Postretirement Benefits     JUL 2005
                     (PRB) Other than Pensions
52.215-19            Notification of Ownership Changes                                OCT 1997
52.215-21            Requirements for Certified Cost or Pricing Data or               OCT 2010
                     Information Other Than Certified Cost or Pricing Data--
                     Modifications
52.215-23            Limitations on Pass-Through Charges                              OCT 2009
52.219-4             Notice of Price Evaluation Preference for HUBZone Small          JAN 2011
                     Business Concerns
52.219-8             Utilization of Small Business Concerns                           JAN 2011
52.219-9 Alt II      Small Business Subcontracting Plan (JAN 2011) Alternate II       OCT 2001
52.219-16             Liquidated Damages-Subcontracting Plan                          JAN 1999
52.222-19            Child Labor -- Cooperation with Authorities and Remedies         MAR 2012
52.222-20            Walsh-Healey Public Contracts Act                                OCT 2010
52.222-21            Prohibition Of Segregated Facilities                             FEB 1999
52.222-26            Equal Opportunity                                                MAR 2007
52.222-35            Equal Opportunity for Veterans                                   SEP 2010
52.222-36            Affirmative Action For Workers With Disabilities                 OCT 2010
52.222-37            Employment Reports on Veterans                                   SEP 2010
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52.222-40         Notification of Employee Rights Under the National Labor     DEC 2010
                  Relations Act
52.222-50         Combating Trafficking in Persons                             FEB 2009
52.222-54         Employment Eligibility Verification                          JUL 2012
52.223-3          Hazardous Material Identification And Material Safety Data   JAN 1997
52.223-6          Drug-Free Workplace                                          MAY 2001
52.223-11         Ozone-Depleting Substances                                   MAY 2001
52.223-18         Encouraging Contractor Policies To Ban Text Messaging        AUG 2011
                  While Driving
52.225-13         Restrictions on Certain Foreign Purchases                    JUN 2008
52.227-1          Authorization and Consent                                    DEC 2007
52.227-2          Notice And Assistance Regarding Patent And Copyright         DEC 2007
                  Infringement
52.227-10         Filing Of Patent Applications--Classified Subject Matter     DEC 2007
52.229-3          Federal, State And Local Taxes                               APR 2003
52.230-2          Cost Accounting Standards                                    MAY 2012
52.230-6          Administration of Cost Accounting Standards                  JUN 2010
52.232-1          Payments                                                     APR 1984
52.232-7          Payments Under Time-And-Materials And Labor Hour             AUG 2012
                  Contracts
52.232-8          Discounts For Prompt Payment                                 FEB 2002
52.232-9          Limitation On Withholding Of Payments                        APR 1984
52.232-11         Extras                                                       APR 1984
52.232-16         Progress Payments                                            APR 2012
52.232-17         Interest                                                     OCT 2010
52.232-23 Alt I   Assignment of Claims (Jan 1986) - Alternate I                APR 1984
52.232-25         Prompt Payment                                               OCT 2008
52.232-33         Payment by Electronic Funds Transfer--Central Contractor     OCT 2003
                  Registration
52.233-1 Alt I    Disputes (Jul 2002) - Alternate I                            DEC 1991
52.233-3          Protest After Award                                          AUG 1996
52.233-4          Applicable Law for Breach of Contract Claim                  OCT 2004
52.234-1          Industrial Resources Developed Under Defense Production      DEC 1994
                  Act Title III
52.239-1          Privacy or Security Safeguards                               AUG 1996
52.242-2          Production Progress Reports                                  APR 1991
52.242-13         Bankruptcy                                                   JUL 1995
52.243-1          Changes--Fixed Price                                         AUG 1987
52.243-3          Changes--Time-And-Material Or Labor-Hours                    SEP 2000
52.244-5          Competition In Subcontracting                                DEC 1996
52.244-6          Subcontracts for Commercial Items                            DEC 2010
52.245-1          Government Property                                          APR 2012
52.245-9          Use And Charges                                              APR 2012
52.246-23         Limitation Of Liability                                      FEB 1997
52.247-1          Commercial Bill Of Lading Notations                          FEB 2006
52.247-68         Report of Shipment (REPSHIP)                                 FEB 2006
52.248-1          Value Engineering                                            OCT 2010
52.249-2          Termination For Convenience Of The Government (Fixed-        APR 2012
                  Price)
52.249-8          Default (Fixed-Price Supply & Service)                       APR 1984
52.251-1          Government Supply Sources                                    APR 2012
52.252-2          Clauses Incorporated By Reference                            FEB 1998
52.253-1          Computer Generated Forms                                     JAN 1991
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252.203-7000       Requirements Relating to Compensation of Former DoD         SEP 2011
                   Officials
252.203-7001       Prohibition On Persons Convicted of Fraud or Other Defense- DEC 2008
                   Contract-Related Felonies
252.203-7002       Requirement to Inform Employees of Whistleblower Rights JAN 2009
252.203-7003       Agency Office of the Inspector General                      APR 2012
252.203-7004       Display of Fraud Hotline Poster                             SEP 2011
252.204-7000       Disclosure Of Information                                   DEC 1991
252.204-7003       Control Of Government Personnel Work Product                APR 1992
252.204-7004 Alt A Central Contractor Registration Alternate A                 SEP 2007
252.204-7005       Oral Attestation of Security Responsibilities               NOV 2001
252.204-7006       Billing Instructions                                        OCT 2005
252.204-7008        Export-Controlled Items                                    APR 2010
252.205-7000       Provision Of Information To Cooperative Agreement Holders DEC 1991
252.209-7004       Subcontracting With Firms That Are Owned or Controlled By DEC 2006
                   The Government of a Terrorist Country
252.211-7000       Acquisition Streamlining                                    OCT 2010
252.211-7007       Reporting of Government-Furnished Property                  AUG 2012
252.211-7008       Use of Government-Assigned Serial Numbers                   SEP 2010
252.215-7000       Pricing Adjustments                                         DEC 1991
252.215-7002       Cost Estimating System Requirements                         FEB 2012
252.219-7003       Small Business Subcontracting Plan (DOD Contracts)          AUG 2012
252.219-7004       Small Business Subcontracting Plan (Test Program)           JAN 2011
252.222-7006       Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010
252.223-7004       Drug Free Work Force                                        SEP 1988
252.223-7006       Prohibition On Storage And Disposal Of Toxic And            APR 2012
                   Hazardous Materials
252.223-7008       Prohibition of Hexavalent Chromium                          MAY 2011
252.225-7001       Buy American And Balance Of Payments Program                JUN 2012
252.225-7002       Qualifying Country Sources As Subcontractors                JUN 2012
252.225-7006       Quarterly Reporting of Actual Contract Performance Outside OCT 2010
                   the United States
252.225-7009       Restriction on Acquisition of Certain Articles Containing   JUN 2012
                   Specialty Metals
252.225-7012       Preference For Certain Domestic Commodities                 JUN 2012
252.225-7013       Duty-Free Entry                                             JUN 2012
252.225-7016       Restriction On Acquisition Of Ball and Roller Bearings      JUN 2011
252.226-7001       Utilization of Indian Organizations and Indian-Owned        SEP 2004
                   Economic Enterprises, and Native Hawaiian Small Business
                   Concerns
252.227-7013       Rights in Technical Data--Noncommercial Items               FEB 2012
252.227-7014       Rights in Noncommercial Computer Software and               FEB 2012
                   Noncommercial Computer Software Documentation
252.227-7015       Technical Data--Commercial Items                            DEC 2011
252.227-7016       Rights in Bid or Proposal Information                       JAN 2011
252.227-7017       Identification and Assertion of Use, Release, or Disclosure JAN 2011
                   Restrictions
252.227-7019       Validation of Asserted Restrictions--Computer Software      SEP 2011
252.227-7025       Limitations on the Use or Disclosure of Government-         MAR 2011
                   Furnished Information Marked with Restrictive Legends
252.227-7026       Deferred Delivery Of Technical Data Or Computer Software APR 1988
252.227-7027       Deferred Ordering Of Technical Data Or Computer Software APR 1988
252.227-7028       Technical Data or Computer Software Previously Delivered to JUN 1995
                   the Government
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252.227-7030        Technical Data--Withholding Of Payment                           MAR 2000
252.227-7037        Validation of Restrictive Markings on Technical Data             JUN 2012
252.231-7000        Supplemental Cost Principles                                     DEC 1991
252.235-7003 Alt I  Frequency Authorization (Dec 1991) - Alternate I                 AUG 2008
252.239-7001        Information Assurance Contractor Training and Certification      JAN 2008
252.242-7004        Material Management And Accounting System                        MAY 2011
252.242-7005        Contractor Business Systems                                      FEB 2012
252.242-7006        Accounting System Administration                                 FEB 2012
252.243-7001        Pricing Of Contract Modifications                                DEC 1991
252.243-7002        Requests for Equitable Adjustment                                MAR 1998
252.244-7000        Subcontracts for Commercial Items and Commercial                 JUN 2012
                    Components (DoD Contracts)
252.244-7001        Contractor Purchasing System Administration                      JUN 2012
252.245-7001        Tagging, Labeling, and Marking of Government-Furnished           APR 2012
                    Property
252.245-7002        Reporting Loss of Government Property                            APR 2012
252.245-7003        Contractor Property Management System Administration             APR 2012
252.245-7004        Reporting, Reutilization, and Disposal                           APR 2012
252.246-7001 Alt II Warranty Of Data (Dec 1991) - Alternate II                       DEC 1991
252.246-7003        Notification of Potential Safety Issues                          JAN 2007
252.247-7023        Transportation of Supplies by Sea                                MAY 2002
252.247-7024        Notification Of Transportation Of Supplies By Sea                MAR 2000
252.251-7000        Ordering From Government Supply Sources                          AUG 2012




CLAUSES INCORPORATED BY FULL TEXT


52.217-7           OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR
                   1989)
   The Government may require the delivery of the numbered line item, identified in the Schedule as an option item,
in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written
notice to the Contractor within the dates set forth below. Delivery of added items shall continue at the same rate that
like items are called for under the contract, unless the parties otherwise agree.

Option Items       Option to be Exercised No Later Than
0101 & 0102        31 May 2014
0201 & 0202        31 March 2015
0301 & 0302        31 March 2016




52.219-28          POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2012)
  (a) Definitions. As used in this clause--
  Long-term contract means a contract of more than five years in duration, including options. However, the term
does not include contracts that exceed five years in duration because the period of performance has been extended for
a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other
appropriate authority.
  Small business concern means a concern, including its affiliates, that is independently owned and operated, not
dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business
under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is “not
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dominant in its field of operation” when it does not exercise a controlling or major influence on a national basis in a
kind of business activity in which a number of business concerns are primarily engaged. In determining whether
dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of
employees, financial resources, competitive status or position, ownership or control of materials, processes, patents,
license agreements, facilities, sales territory, and nature of business activity.
   (b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor
shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause,
upon the occurrence of any of the following:
      (1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract
to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.
      (2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after
modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this
clause in the contract.
      (3) For long-term contracts--
         (i) Within 60 to 120 days prior to the end of the fifth year of the contract; and
         (ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.
   (c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this
rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to
this contract. The small business size standard corresponding to this NAICS code can be found at
http://www.sba.gov/content/table-small-business-size-standards/ .
   (d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for
a contract other than a construction or service contract, is 500 employees.
   (e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by
paragraph (b) of this clause by validating or updating all its representations in the Online Representations and
Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure that they reflect
the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes
specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the
validation or update.
   (f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the
Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.
   (g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in
ORCA for the NAICS code applicable to this contract, the Contractor is required to complete the following
rerepresentation and submit it to the contracting office, along with the contract number and the date on which the
rerepresentation was completed:
   The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code [_______]
assigned to contract number [______________].
[Contractor to sign and date and insert authorized signer's name and title].

______________________________________________________________ ____________________________
Signature                                                      Date
________________________________________ __________________________________________________
Signer’s Printed Name                      Signer’s Title




52.243-7           NOTIFICATION OF CHANGES (APR 1984)
  (a) Definitions. "Contracting Officer," as used in this clause, does not include any representative of the Contracting
Officer. "Specifically authorized representative (SAR)," as used in this clause, means any person the Contracting
Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to
this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.
  (b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the
Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and
signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing,
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within 30 calendar days from the date that the Contractor identifies any Government conduct (including actions,
inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and
conditions. On the basis of the most accurate information available to the Contractor, the notice shall state--
      (1) The date, nature, and circumstances of the conduct regarded as a change;
      (2) The name, function, and activity of each Government individual and Contractor official or employee
involved in or knowledgeable about such conduct;
      (3) The identification of any documents and the substance of any oral communication involved in such conduct;
      (4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;
      (5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment
under this clause, including--
   (i) What contract line items have been or may be affected by the alleged change;
   (ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;
   (iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on
continued performance have been or may be caused by the alleged change;
   (iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are
estimated; and
      (6) The Contractor's estimate of the time by which the Government must respond to the Contractor's notice to
minimize cost, delay or disruption of performance.
   (c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall
diligently continue performance of this contract to the maximum extent possible in accordance with its terms and
conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a
communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue
performance; provided, however, that if the Contractor regards the direction or communication as a change as
described in (b) above, notice shall be given in the manner provided. All directions, communications, interpretations,
orders and similar actions of the SAR shall be reduced to writing and copies furnished to the Contractor and to the
Contracting Officer. The Contracting Officer shall countermand any action which exceeds the authority of the SAR.
   (d) Government response. The Contracting Officer shall promptly, within 30 calendar days after receipt of notice,
respond to the notice in writing. In responding, the Contracting Officer shall either--
      (1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct
the mode of further performance;
      (2) Countermand any communication regarded as a change;
      (3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct
the mode of further performance; or
      (4) In the event the Contractor's notice information is inadequate to make a decision under (1), (2), or (3) above,
advise the Contractor what additional information is required, and establish the date by which it should be furnished
and the date thereafter by which the Government will respond.
   (e) Equitable adjustments.
      (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor,
and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of
any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment
shall be made--
   (i) In the contract price or delivery schedule or both; and
   (ii) In such other provisions of the contract as may be affected.
      (2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications
which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and
time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings,
designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When
the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this
clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of
disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay
resulting from the Contractor's failure to provide notice or to continue performance as provided, respectively, in (b)
and (c) above.
NOTE: The phrases "contract price" and "cost" wherever they appear in the clause, may be appropriately modified
to apply to cost- reimbursement or incentive contracts, or to combinations thereof.
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52.244-2             SUBCONTRACTS (OCT 2010)
  (a) Definitions. As used in this clause--
  “Approved purchasing system” means a Contractor's purchasing system that has been reviewed and approved in
accordance with Part 44 of the Federal Acquisition Regulation (FAR).
  “Consent to subcontract” means the Contracting Officer's written consent for the Contractor to enter into a
particular subcontract.
  “Subcontract” means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish
supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase
orders, and changes and modifications to purchase orders.
  (b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced
contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance
with paragraph (c) or (d) of this clause.
  (c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any
subcontract that--
     (1) Is of the cost-reimbursement, time-and-materials, or labor- hour type; or
     (2) Is fixed-price and exceeds--
        (i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and
Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the
contract; or
        (ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and
Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the
contract.
  (d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting
Officer's written consent before placing the following subcontracts:
  (e)
     (1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or
modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the
following information:
        (i) A description of the supplies or services to be subcontracted.
        (ii) Identification of the type of subcontract to be used.
        (iii) Identification of the proposed subcontractor.
        (iv) The proposed subcontract price.
        (v) The subcontractor's current, complete, and accurate certified cost or pricing data and Certificate of Current
Certified Cost or Pricing Data, if required by other contract provisions.
        (vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such
data are required by other provisions of this contract.
        (vii) A negotiation memorandum reflecting--
           (A) The principal elements of the subcontract price negotiations;
           (B) The most significant considerations controlling establishment of initial or revised prices;
           (C) The reason certified cost or pricing data were or were not required;
           (D) The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing
data in determining the price objective and in negotiating the final price;
           (E) The extent to which it was recognized in the negotiation that the subcontractor's certified cost or pricing
data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect
of any such defective data on the total price negotiated;
           (F) The reasons for any significant difference between the Contractor's price objective and the price
negotiated; and
           (G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation
shall identify each critical performance element, management decisions used to quantify each incentive element,
reasons for the incentives, and a summary of all trade-off possibilities considered.
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     (2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract
for which consent is not required under paragraph (b), (c), or (d) of this clause.
  (f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to
any subcontract nor approval of the Contractor's purchasing system shall constitute a determination--
     (1) Of the acceptability of any subcontract terms or conditions;
     (2) Of the allowability of any cost under this contract; or
     (3) To relieve the Contractor of any responsibility for performing this contract.
  (g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-
percentage-of- cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee
limitations in FAR 15.404- 4(c)(4)(i).
  (h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and
prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the
Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be
entitled to reimbursement from the Government.
  (i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart
44.3.
  (j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during
negotiations:
___*___________________________________________________________________
______________________________________________________________________

*(To be completed at time of award)




52.252-2          CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
  This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in
full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may
be accessed electronically at this/these address(es): https://www.acquisition.gov/far/ or http://farsite.hill.af.mil.




52.252-6          AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)
  (a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with
an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.
  (b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation (48 CFR Chapter 2)
clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.




252.211-7003       ITEM IDENTIFICATION AND VALUATION (JUN 2011)
  (a) Definitions. As used in this clause--
  “Automatic identification device” means a device, such as a reader or interrogator, used to retrieve data encoded on
machine-readable media.
  “Concatenated unique item identifier” means--
    (1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data
elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise
identifier; or
    (2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique
identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number;
and serial number within the original part, lot, or batch number.
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   “Data qualifier” means a specified character (or string of characters) that immediately precedes a data field that
defines the general category or intended use of the data that follows.
   “DoD recognized unique identification equivalent” means a unique identification method that is in commercial use
and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at IUID
Equivalents.
   “DoD unique item identification” means a system of marking items delivered to DoD with unique item identifiers
that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that
are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the
enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number
within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier;
the original part, lot, or batch number; and the serial number.
   “Enterprise” means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to
items.
   “Enterprise identifier” means a code that is uniquely assigned to an enterprise by an issuing agency.
   “Government’s unit acquisition cost” means--
     (1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of
delivery;
     (2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor’s estimated fully burdened
unit cost to the Government at the time of delivery; and
     (3) For items produced under a time-and-materials contract, the Contractor’s estimated fully burdened unit cost
to the Government at the time of delivery.
   “Issuing agency” means an organization responsible for assigning a globally unique identifier to an enterprise
(e.g., Dun & Bradstreet's Data Universal Numbering System (DUNS) Number, GS1 Company Prefix, Allied
Committee 135 NATO Commercial and Government Entity (NCAGE)/Commercial and Government Entity (CAGE)
Code, or the Coded Representation of the North American Telecommunications Industry Manufacturers, Suppliers,
and Related Service Companies (ATIS-0322000) Number), European Health Industry Business Communication
Council (EHIBCC) and Health Industry Business Communication Council (HIBCC)), as indicated in the Register of
Issuing Agency Codes for ISO/IEC 15459, located at http://www.nen.nl/web/Normen-ontwikkelen/ISOIEC-15459-
Issuing-Agency-Codes.htm .
   “Issuing agency code” means a code that designates the registration (or controlling) authority for the enterprise
identifier.
   “Item” means a single hardware article or a single unit formed by a grouping of subassemblies, components, or
constituent parts.
   “Lot or batch number” means an identifying number assigned by the enterprise to a designated group of items,
usually referred to as either a lot or a batch, all of which were manufactured under identical conditions.
   “Machine-readable” means an automatic identification technology media, such as bar codes, contact memory
buttons, radio frequency identification, or optical memory cards.
   “Original part number” means a combination of numbers or letters assigned by the enterprise at item creation to a
class of items with the same form, fit, function, and interface.
   “Parent item” means the item assembly, intermediate component, or subassembly that has an embedded item with
a unique item identifier or DoD recognized unique identification equivalent.
   “Serial number within the enterprise identifier” means a combination of numbers, letters, or symbols assigned by
the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is
never used again within the enterprise.
   “Serial number within the part, lot, or batch number” means a combination of numbers or letters assigned by the
enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or
batch number assignment.
   “Serialization within the enterprise identifier” means each item produced is assigned a serial number that is unique
among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for
ensuring unique serialization within the enterprise identifier.
   “Serialization within the part, lot, or batch number” means each item of a particular part, lot, or batch number is
assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for
ensuring unique serialization within the part, lot, or batch number within the enterprise identifier.
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  “Unique item identifier” means a set of data elements marked on items that is globally unique and unambiguous.
The term includes a concatenated unique item identifier or a DoD recognized unique identification equivalent.
  “Unique item identifier type” means a designator to indicate which method of uniquely identifying a part has been
used. The current list of accepted unique item identifier types is maintained at UII Types .
  (b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item.
   (c) Unique item identifier.
     (1) The Contractor shall provide a unique item identifier for the following:
        (i) All delivered items for which the Government's unit acquisition cost is $5,000 or more.
        (ii) The following items for which the Government's unit acquisition cost is less than $5,000:
Contract line, subline, or exhibit   Item description
line item No




         (iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment
Number ----.
      (2) The unique item identifier and the component data elements of the DoD unique item identification shall not
change over the life of the item.
      (3) Data syntax and semantics of unique item identifiers. The Contractor shall ensure that--
         (i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the
item using one of the following three types of data qualifiers, as determined by the Contractor:
            (A) Application Identifiers (AIs) (Format Indicator 05 of ISO/IEC International Standard 15434), in
accordance with ISO/IEC International Standard 15418, Information Technology--EAN/UCC Application Identifiers
and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.
            (B) Data Identifiers (DIs) (Format Indicator 06 of ISO/IEC International Standard 15434), in accordance
with ISO/IEC International Standard 15418, Information Technology--EAN/UCC Application Identifiers and Fact
Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.
            (C) Text Element Identifiers (TEIs) (Format Indicator 12 of ISO/IEC International Standard 15434), in
accordance with the Air Transport Association Common Support Data Dictionary; and
         (ii) The encoded data elements of the unique item identifier conform to the transfer structure, syntax, and
coding of messages and data formats specified for Format Indicators 05, 06, and 12 in ISO/IEC International
Standard 15434, Information Technology--Transfer Syntax for High Capacity Automatic Data Capture Media.
      (4) Unique item identifier.
         (i) The Contractor shall--
            (A) Determine whether to--
               (1) Serialize within the enterprise identifier;
               (2) Serialize within the part, lot, or batch number; or
               (3) Use a DoD recognized unique identification equivalent; and
            (B) Place the data elements of the unique item identifier (enterprise identifier; serial number; DoD
recognized unique identification equivalent; and for serialization within the part, lot, or batch number only: original
part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria
provided in the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited in the contract
Schedule.
         (ii) The issuing agency code--
            (A) Shall not be placed on the item; and
            (B) Shall be derived from the data qualifier for the enterprise identifier.
   (d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii) of this clause, in
addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in
this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material
Inspection and Receiving Report, the following information:
      (1) Unique item identifier.
      (2) Unique item identifier type.
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      (3) Issuing agency code (if concatenated unique item identifier is used).
      (4) Enterprise identifier (if concatenated unique item identifier is used).
      (5) Original part number (if there is serialization within the original part number).
      (6) Lot or batch number (if there is serialization within the lot or batch number).
      (7) Current part number (optional and only if not the same as the original part number).
      (8) Current part number effective date (optional and only if current part number is used).
      (9) Serial number (if concatenated unique item identifier is used).
      (10) Government's unit acquisition cost.
      (11) Unit of measure.
   (e) For embedded subassemblies, components, and parts that require DoD unique item identification under
paragraph (c)(1)(iii) of this clause, the Contractor shall report as part of, or
associated with, the Material Inspection and Receiving Report specified elsewhere in this contract, the following
information:
      (1) Unique item identifier of the parent item under paragraph (c)(1) of this clause that contains the embedded
subassembly, component, or part.
      (2) Unique item identifier of the embedded subassembly, component, or part.
      (3) Unique item identifier type.**
      (4) Issuing agency code (if concatenated unique item identifier is used).**
      (5) Enterprise identifier (if concatenated unique item identifier is used).**
      (6) Original part number (if there is serialization within the original part number).**
      (7) Lot or batch number (if there is serialization within the lot or batch number).**
      (8) Current part number (optional and only if not the same as the original part number).**
      (9) Current part number effective date (optional and only if current part number is used).**
      (10) Serial number (if concatenated unique item identifier is used).**
      (11) Description.
        ** Once per item.
   (f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance
with the data submission procedures at Data Submission Info .
   (g) Subcontracts. If the Contractor acquires by subcontract, any item(s) for which unique item identification is
required in accordance with paragraph (c)(1) of this clause, the Contractor shall include this clause, including this
paragraph (g), in the applicable subcontract(s).




252.211-7005        SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS AND
                    STANDARDS (NOV 2005)
   (a) Definition.“SPI process,” as used in this clause, means a management or manufacturing process that has been
accepted previously by the Department of Defense under the Single Process Initiative (SPI) for use in lieu of a
specific military or Federal specification or standard at specific facilities. Under SPI, these processes are reviewed
and accepted by a Management Council, which includes representatives of the Contractor, the Defense Contract
Management Agency, the Defense Contract Audit Agency, and the military departments.
   (b) Offerors are encouraged to propose SPI processes in lieu of military or Federal specifications and standards
cited in the solicitation. A listing of SPI processes accepted at specific facilities is available via the Internet at
http://guidebook.dcma.mil/20/guidebook_process.htm (paragraph 4.2).
   (c) An offeror proposing to use an SPI process in lieu of military or Federal specifications or standards cited in the
solicitation shall:
     (1) Identify the specific military or Federal specification or standard for which the SPI process has been
accepted;
     (2) Identify each facility at which the offeror proposes to use the specific SPI process in lieu of military or
Federal specifications or standards cited in the solicitation;
     (3) Identify the contract line items, subline items, components, or elements affected by the SPI process; and
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     (4) If the proposed SPI process has been accepted at the facility at which it is proposed for use, but is not yet
listed at the Internet site specified in paragraph (b) of this clause, submit documentation of Department of Defense
acceptance of the SPI process.
   (d) Absent a determination that an SPI process is not acceptable for this procurement, the Contractor shall use the
following SPI processes in lieu of military or Federal specifications or standards:
                                      [Offeror insert information for each SPI process]
     SPI Process:
     Facility:
     Military or Federal Specification or
     Standard:
     Affected Contract Line Item Number,
     Subline Item Number, Component, or
     Element:
  (e) If a prospective offeror wishes to obtain, prior to the time specified for receipt of offers, verification that an SPI
process is an acceptable replacement for military or Federal specifications or standards required by the solicitation,
the prospective offeror:
     (1) May submit the information required by paragraph (d) of this clause to the Contracting Officer prior to
submission of an offer; but
     (2) Must submit the information to the Contracting Officer at least 10 working days prior to the date specified
for receipt of offers.



252.235-7010       ACKNOWLEDGMENT OF SUPPORT AND DISCLAIMER (MAY 1995)
  (a) The Contractor shall include an acknowledgment of the Government’s support in the publication of any
material based on or developed under this contract, stated in the following terms: This material is based upon work
supported by the Naval Air Systems Command under Contract No. TBD.
  (b) All material, except scientific articles or papers published in scientific journals, must, in addition to any
notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and
conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect
the views of the Naval Air Systems Command.




252.242-7004       MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM (MAY 2011)
   (a) Definitions. As used in this clause--
     (1) Material management and accounting system (MMAS) means the Contractor's system or systems for
planning, controlling, and accounting for the acquisition, use, issuing, and disposition of material. Material
management and accounting systems may be manual or automated. They may be stand-alone systems or they may be
integrated with planning, engineering, estimating, purchasing, inventory, accounting, or other systems.
     (2) Valid time-phased requirements means material that is--
        (i) Needed to fulfill the production plan, including reasonable quantities for scrap, shrinkage, yield, etc.; and
        (ii) Charged/billed to contracts or other cost objectives in a manner consistent with the need to fulfill the
production plan.
     (3) Contractor means a business unit as defined in section 31.001 of the Federal Acquisition Regulation (FAR).
     (4) Acceptable material management and accounting system means a MMAS that generally complies with the
system criteria in paragraph (d) of this clause.
     (5) Significant deficiency means a shortcoming in the system that materially affects the ability of officials of the
Department of Defense to rely upon information produced by the system that is needed for management purposes.
   (b) General. The Contractor shall--
     (1) Maintain an MMAS that--
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        (i) Reasonably forecasts material requirements;
        (ii) Ensures that costs of purchased and fabricated material charged or allocated to a contract are based on
valid time-phased requirements; and
        (iii) Maintains a consistent, equitable, and unbiased logic for costing of material transactions; and
      (2) Assess its MMAS and take reasonable action to comply with the MMAS standards in paragraph (e) of this
clause.
   (c) Disclosure and maintenance requirements. The Contractor shall--
      (1) Have policies, procedures, and operating instructions that adequately describe its MMAS;
      (2) Provide to the Administrative Contracting Officer (ACO), upon request, the results of internal reviews that it
has conducted to ensure compliance with established MMAS policies, procedures, and operating instructions; and
      (3) Disclose significant changes in its MMAS to the ACO at least 30 days prior to implementation.
   (d) System criteria. The MMAS shall have adequate internal controls to ensure system and data integrity, and
shall--
      (1) Have an adequate system description including policies, procedures, and operating instructions that comply
with the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement;
      (2) Ensure that costs of purchased and fabricated material charged or allocated to a contract are based on valid
time-phased requirements as impacted by minimum/economic order quantity restrictions.
        (i) A 98 percent bill of material accuracy and a 95 percent master production schedule accuracy are desirable
as a goal in order to ensure that requirements are both valid and appropriately time-phased.
        (ii) If systems have accuracy levels below these, the Contractor shall provide adequate evidence that--
           (A) There is no material harm to the Government due to lower accuracy levels; and
           (B) The cost to meet the accuracy goals is excessive in relation to the impact on the Government;
      (3) Provide a mechanism to identify, report, and resolve system control weaknesses and manual override.
Systems should identify operational exceptions, such as excess/residual inventory, as soon as known;
      (4) Provide audit trails and maintain records (manual and those in machine-readable form) necessary to evaluate
system logic and to verify through transaction testing that the system is operating as desired;
      (5) Establish and maintain adequate levels of record accuracy, and include reconciliation of recorded inventory
quantities to physical inventory by part number on a periodic basis. A 95 percent accuracy level is desirable. If
systems have an accuracy level below 95 percent, the Contractor shall provide adequate evidence that--
        (i) There is no material harm to the Government due to lower accuracy levels; and
        (ii) The cost to meet the accuracy goal is excessive in relation to the impact on the Government;
      (6) Provide detailed descriptions of circumstances that will result in manual or system generated transfers of
parts;
      (7) Maintain a consistent, equitable, and unbiased logic for costing of material transactions as follows:
        (i) The Contractor shall maintain and disclose written policies describing the transfer methodology and the
loan/pay-back technique.
        (ii) The costing methodology may be standard or actual cost, or any of the inventory costing methods in 48
CFR 9904.411-50(b). The Contractor shall maintain consistency across all contract and customer types, and from
accounting period to accounting period for initial charging and transfer charging.
        (iii) The system should transfer parts and associated costs within the same billing period. In the few instances
where this may not be appropriate, the Contractor may accomplish the material transaction using a loan/pay-back
technique. The ``loan/pay-back technique'' means that the physical part is moved temporarily from the contract, but
the cost of the part remains on the contract. The procedures for the loan/pay-back technique must be approved by the
ACO. When the technique is used, the Contractor shall have controls to ensure--
           (A) Parts are paid back expeditiously;
           (B) Procedures and controls are in place to correct any overbilling that might occur;
           (C) Monthly, at a minimum, identification of the borrowing contract and the date the part was borrowed;
and
           (D) The cost of the replacement part is charged to the borrowing contract;
      (8) Where allocations from common inventory accounts are used, have controls (in addition to those in
paragraphs (d)(2) and (7) of this clause) to ensure that--
        (i) Reallocations and any credit due are processed no less frequently than the routine billing cycle;
        (ii) Inventories retained for requirements that are not under contract are not allocated to contracts; and
        (iii) Algorithms are maintained based on valid and current data;
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      (9) Have adequate controls to ensure that physically commingled inventories that may include material for
which costs are charged or allocated to fixed-price, cost-reimbursement, and commercial contracts do not
compromise requirements of any of the standards in paragraphs (d)(1) through (8) of this clause. Government-
furnished material shall not be--
         (i) Physically commingled with other material; or
         (ii) Used on commercial work; and
      (10) Be subjected to periodic internal reviews to ensure compliance with established policies and procedures.
   (e) Significant deficiencies. (1) The Contracting Officer will provide an initial determination to the Contractor, in
writing, of any significant deficiencies. The initial determination will describe the deficiency in sufficient detail to
allow the Contractor to understand the deficiency.
      (2) The Contractor shall respond within 30 days to a written initial determination from the Contracting Officer
that identifies significant deficiencies in the Contractor's MMAS. If the Contractor disagrees with the initial
determination, the Contractor shall state, in writing, its rationale for disagreeing.
      (3) The Contracting Officer will evaluate the Contractor's response and notify the Contractor, in writing, of the
Contracting Officer's final determination concerning--
         (i) Remaining significant deficiencies;
         (ii) The adequacy of any proposed or completed corrective action; and
         (iii) System disapproval if the Contracting Officer determines that one or more significant deficiencies
remain.
   (f) If the Contractor receives the Contracting Officer's final determination of significant deficiencies, the
Contractor shall, within 45 days of receipt of the final determination, either correct the significant deficiencies or
submit an acceptable corrective action plan showing milestones and actions to eliminate the significant deficiencies.
   (g) Withholding payments. If the Contracting Officer makes a final determination to disapprove the Contractor's
MMAS, and the contract includes the clause at 252.242-7005, Contractor Business Systems, the Contracting Officer
will withhold payments in accordance with that clause.




5252.204-9504 DISCLOSURE OF CONTRACT INFORMATION (NAVAIR) (JAN 2007)
   (a) The Contractor shall not release to anyone outside the Contractor’s organization any unclassified information
(e.g., announcement of contract award), regardless of medium (e.g., film, tape, document), pertaining to any part of
this contract or any program related to this contract, unless the Contracting Officer has given prior written approval.
   (b) Requests for approval shall identify the specific information to be released, the medium to be used, and the
purpose for the release. The Contractor shall submit its request to the Contracting Officer at least ten (10) days
before the proposed date for release.
   (c) The Contractor agrees to include a similar requirement in each subcontract under this contract. Subcontractors
shall submit requests for authorization to release through the prime contractor to the Contracting Officer.
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Section J - List of Documents, Exhibits and Other Attachments

-
NOTE: This contract includes information that has been designated as “Distribution D” and is only releasable to
current and approved Department of Defense (DoD) Contractors. Under the “Distribution D” designation, access to
the SFF Exhibits and Attachments marked with an asterisk (*) are being controlled.
EXHIBITS/ATTACHMENTS
DOCUMENT TYPE                        DESCRIPTION                                                    DATE
Exhibit A                           DD Form 1423, Contract Data Requirements List                TBD
Attachment (1)                      SFF IFF Digital Transponder Statement of Work                TBD
*Attachment (2)                     SFF Specification                                            2 Nov 2012
Attachment (3)                     Airworthiness Qualification Plan (AQP)                        8 Mar 2011
Attachment (4)                      SFF DD 254                                                   TBD
Attachment (5)                      SFF Subcontracting Plan                                      TBD
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Section K - Representations, Certifications and Other Statements of Offerors

CLAUSES INCORPORATED BY REFERENCE


52.222-35             Equal Opportunity for Veterans                               SEP 2010
52.225-18             Place of Manufacture                                         SEP 2006
252.203-7005          Representation Relating to Compensation of Former DoD        NOV 2011
                      Officials
252.209-7002          Disclosure Of Ownership Or Control By A Foreign              JUN 2010
                      Government
252.225-7003          Report of Intended Performance Outside the United States and OCT 2010
                      Canada--Submission with Offer


CLAUSES INCORPORATED BY FULL TEXT


52.203-2             CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)
   (a) The offeror certifies that --
     (1) The prices in this offer have been arrived at independently, without, for the purpose of restricting
competition, any consultation, communication, or agreement with any other offeror or competitor relating to (i) those
prices, (ii) the intention to submit an offer, or (iii) the methods of factors used to calculate the prices offered:
     (2) The prices in this offer have not been and will not be knowingly disclosed by the offeror, directly or
indirectly, to any other offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract
award (in the case of a negotiated solicitation) unless otherwise required by law; and
     (3) No attempt has been made or will be made by the offeror to induce any other concern to submit or not to
submit an offer for the purpose of restricting competition.
   (b) Each signature on the offer is considered to be a certification by the signatory that the signatory --
     (1) Is the person in the offeror's organization responsible for determining the prices offered in this bid or
proposal, and that the signatory has not participated and will not participate in any action contradictory to
subparagraphs (a)(1) through (a)(3) above; or
     (2) (i) Has been authorized, in writing, to act as an agent for the following principals in certifying that those
principals have not participated, and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3)
above ______________________________________________ (insert full name of person(s) in the offeror's
organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position
in the offeror's organization);                             (ii) As an authorized agent, does certify that the principals
named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to
subparagraphs (a)(1) through (a)(3) above; and
        (iii) As an agent, has not personally participated, and will not participate, in any action contrary to
subparagraphs (a)(1) through (a)(3) above.
   (c) If the offeror deletes or modifies subparagraph (a)(2) above, the offeror must furnish with its offer a signed
statement setting forth in detail the circumstances of the disclosure.




52.204-8          ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAY 2012)
  (a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 334511.
    (2) The small business size standard is 750.
    (3) The small business size standard for a concern which submits an offer in its own name, other than on a
construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500
employees.
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   (b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of
this provision applies.
      (2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR,
and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of
completing the corresponding individual representations and certification in the solicitation. The offeror shall
indicate which option applies by checking one of the following boxes:
      [ ] (i) Paragraph (d) applies.
      [ ] (ii) Paragraph (d) does not apply and the offeror has completed the individual representations and
certifications in the solicitation.
    (c)(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated:
        (i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a
firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless--
           (A) The acquisition is to be made under the simplified acquisition procedures in Part 13;
           (B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or
           (C) The solicitation is for utility services for which rates are set by law or regulation.
        (ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions.
This provision applies to solicitations expected to exceed $150,000.
        (iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at
52.204-7, Central Contractor Registration.
        (iv) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations
that--
           (A) Are not set aside for small business concerns;
           (B) Exceed the simplified acquisition threshold; and
           (C) Are for contracts that will be performed in the United States or its outlying areas.
         (v) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations--Representation. This
provision applies to solicitations using funds appropriated in fiscal years 2008, 2009, 2010, or 2012.
        (vi) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the
contract value is expected to exceed the simplified acquisition threshold.
        (vii) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except
those in which the place of performance is specified by the Government.
        (viii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is
specified by the Government.
        (ix) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to
solicitations when the contract will be performed in the United States or its outlying areas.
           (A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast
Guard.
           (B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard.
        (x) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and
the contract will be performed in the United States or its outlying areas.
        (xi) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that
include the clause at 52.222-26, Equal Opportunity.
        (xii) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for
construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.
        (xiii) 52.222-38, Compliance with Veterans' Employment Reporting Requirements. This provision applies to
solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the
contract is not for acquisition of commercial items.
        (xiv) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery
or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of
Biobased Products Under Service and Construction Contracts.
        (xv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify
the use of, EPA- designated items.
        (xvi) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at
52.225-1.
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        (xvii) 52.225-4, Buy American Act--Free Trade Agreements--Israeli Trade Act Certificate. (Basic, Alternates
I, II & III) This provision applies to solicitations containing the clause at 52.225- 3.
           (A) If the acquisition value is less than $25,000, the basic provision applies.
           (B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I
applies.
           (C) If the acquisition value is $50,000 or more but is less than $77,494, the provision with its Alternate II
applies.
           (D) If the acquisition value is $77,494 or more but is less than $100,000, the provision with its Alternate III
applies.
        (xviii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at
52.225-5.
        (xix) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan--Certification. This
provision applies to all solicitations.
        (xx) 52.225-25, Prohibition on Contracting with Entities Engaging in Sanctioned Activities Relating to Iran--
Representation and Certification. This provision applies to all solicitations.
        (xxi) 52.226-2, Historically Black College or University and Minority Institution Representation. This
provision applies to--
           (A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher
educational institutions; and
           (B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23,
Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns.
      (2) The following certifications are applicable as indicated by the Contracting Officer:
[Contracting Officer check as appropriate.]
   [ ] (i) 52.219-22, Small Disadvantaged Business Status.
      [ ] (A) Basic.
      [ ] (B) Alternate I.
   [ ] (ii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.
   [ ] (iii) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance,
Calibration, or Repair of Certain Equipment Certification.
   [ ] (iv) 52.222-52 Exemption from Application of the Service Contract Act to Contracts for Certain Services--
Certification.
   [ ] (v) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated
Products (Alternate I only).
   [ ] (vi) 52.227-6, Royalty Information.
      [ ] (A) Basic.
      [ ] (B) Alternate I.
   [ ] (vii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.
   (d) The offeror has completed the annual representations and certifications electronically via the Online
Representations and Certifications Application (ORCA) website at https://www.acquisition.gov . After reviewing the
ORCA database information, the offeror verifies by submission of the offer that the representations and certifications
currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been
entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation
(including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of
this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below
[offeror to insert changes, identifying change by clause number, title, date].These amended representation(s) and/or
certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.
        FAR Clause                  Title                       Date                       Change



  Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the
representations and certifications posted on ORCA.
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52.209-7             INFORMATION REGARDING RESPONSIBILITY MATTERS (FEB 2012)
  (a) Definitions. As used in this provision--
  “Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a
determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian
Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes
administrative proceedings at the Federal and State level but only in connection with performance of a Federal
contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection
of deliverables.
  “Federal contracts and grants with total value greater than $10,000,000” means--
     (1) The total value of all current, active contracts and grants, including all priced options; and
     (2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-
quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).
  “ Principal” means an officer, director, owner, partner, or a person having primary management or supervisory
responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business
segment; and similar positions).
  (b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than
$10,000,000.
  (c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this
offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System
(FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following
information:
     (1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with
the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the
Federal or State level that resulted in any of the following dispositions:
        (i) In a criminal proceeding, a conviction.
        (ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty,
reimbursement, restitution, or damages of $5,000 or more.
        (iii) In an administrative proceeding, a finding of fault and liability that results in--
           (A) The payment of a monetary fine or penalty of $5,000 or more; or
           (B) The payment of a reimbursement, restitution, or damages in excess of $100,000.
        (iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise
with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified
in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.
     (2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this
provision, whether the offeror has provided the requested information with regard to each occurrence.
  (d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as
required through maintaining an active registration in the Central Contractor Registration database at
http://www.acquisition.gov (see 52.204-7).




52.222-25          AFFIRMATIVE ACTION COMPLIANCE (APR 1984)
The offeror represents that
   (a) It [ ] has developed and has on file, [ ] has not developed and does not have on file, at each establishment,
affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2),
or
   (b) It [ ] has not previously had contracts subject to the written affirmative action programs requirement of the
rules and regulations of the Secretary of Labor.
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52.227-15          REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER
                   SOFTWARE (DEC 2007)
  (a) This solicitation sets forth the Government's known delivery requirements for data (as defined in the clause at
52.227-14, Rights in Data--General). Any resulting contract may also provide the Government the option to order
additional data under the Additional Data Requirements clause at 52.227-16, if included in the contract. Any data
delivered under the resulting contract will be subject to the Rights in Data--General clause at 52.227-14 included in
this contract. Under the latter clause, a Contractor may withhold from delivery data that qualify as limited rights data
or restricted computer software, and deliver form, fit, and function data instead. The latter clause also may be used
with its Alternates II and/or III to obtain delivery of limited rights data or restricted computer software, marked with
limited rights or restricted rights notices, as appropriate. In addition, use of Alternate V with this latter clause
provides the Government the right to inspect such data at the Contractor's facility.
  (b) By completing the remainder of this paragraph, the offeror represents that it has reviewed the requirements for
the delivery of technical data or computer software and states [offeror check appropriate block]--
     [ ] None of the data proposed for fulfilling the data delivery requirements qualifies as limited rights data or
restricted computer software; or
     [ ] Data proposed for fulfilling the data delivery requirements qualify as limited rights data or restricted
computer software and are identified as follows:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(c) Any identification of limited rights data or restricted computer software in the offeror's response is not
determinative of the status of the data should a contract be awarded to the offeror.




52.230-1            COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (MAY 2012)
  Note: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified
by Roman numerals I through III.
  Offerors shall examine each part and provide the requested information in order to determine Cost Accounting
Standards (CAS) requirements applicable to any resultant contract.
  If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to
full or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively.
  I. Disclosure Statement -- Cost Accounting Practices and Certification
     (a) Any contract in excess of $700,000 resulting from this solicitation will be subject to the requirements of the
Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as specified in
48 CFR 9903.201-1.
     (b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of
48 CFR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR
9903.202. When required, the Disclosure Statement must be submitted as a part of the offeror's proposal under this
solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in
connection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the
offeror may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I
of this provision.
  Caution: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall
not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or
accumulating and reporting contract performance cost data.
     (c) Check the appropriate box below:
        [ ] (1) Certificate of Concurrent Submission of Disclosure Statement. The offeror hereby certifies that, as a
part of the offer, copies of the Disclosure Statement have been submitted as follows:
           (i) Original and one copy to the cognizant Administrative Contracting Officer (ACO) or cognizant Federal
agency official authorized to act in that capacity (Federal official), as applicable; and
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           (ii) One copy to the cognizant Federal auditor.
        (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from
the cognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.)
        Date of Disclosure Statement: __________________ Name and Address of Cognizant ACO or Federal
Official Where Filed: __________________________________________________________________________
      The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with
the cost accounting practices disclosed in the Disclosure Statement.
        [ ] (2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the
required Disclosure Statement was filed as follows:
        Date of Disclosure Statement: __________________ Name and Address of Cognizant ACO or Federal
Official Where Filed: __________________________________________________________________________
      The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with
the cost accounting practices disclosed in the applicable Disclosure Statement.
        [ ] (3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all
divisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts
and subcontracts subject to CAS totaling $50 million or more in the cost accounting period immediately preceding
the period in which this proposal was submitted. The offeror further certifies that if such status changes before an
award resulting from this proposal, the offeror will advise the Contracting Officer immediately.
        [ ] (4) Certificate of Interim Exemption. The offeror hereby certifies that:
           (i) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this subsection, in
the cost accounting period immediately preceding the period in which this offer was submitted and
           (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure Statement.
The offeror further certifies that if an award resulting from this proposal has not been made within 90 days after the
end of that period, the offeror will immediately submit a revised certificate to the Contracting Officer, in the form
specified under subparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, to verify submission of a
completed Disclosure Statement.
   Caution: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or
subcontract of $50 million or more in the current cost accounting period may not claim this exemption (4). Further,
the exemption applies only in connection with proposals submitted before expiration of the 90-day period following
the cost accounting period in which the monetary exemption was exceeded.
   II. Cost Accounting Standards -- Eligibility for Modified Contract Coverage
   If the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and elects to do so, the offeror
shall indicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to
the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause.
      [ ] The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions
of 48 CFR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost
Accounting Practices clause because during the cost accounting period immediately preceding the period in which
this proposal was submitted, the offeror received less than $50 million in awards of CAS-covered prime contracts
and subcontracts. The offeror further certifies that if such status changes before an award resulting from this
proposal, the offeror will advise the Contracting Officer immediately.
   Caution: An offeror may not claim the above eligibility for modified contract coverage if this proposal is expected
to result in the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting
period, the offeror has been awarded a single CAS-covered prime contract or subcontract of $50 million or more.
   III. Additional Cost Accounting Standards Applicable to Existing Contracts
   The offeror shall indicate below whether award of the contemplated contract would, in accordance with
subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting
practices affecting existing contracts and subcontracts. [ ] yes [ ] no




52.230-7          PROPOSAL DISCLOSURE—COST ACCOUNTING PRACTICE CHANGES (APR 2005)
  The offeror shall check “yes” below if the contract award will result in a required or unilateral change in cost
accounting practice, including unilateral changes requested to be desirable changes.
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  [ ] Yes [ ] No
  If the offeror checked “Yes” above, the offeror shall--
     (1) Prepare the price proposal in response to the solicitation using the changed practice for the period of
performance for which the practice will be used; and
     (2) Submit a description of the changed cost accounting practice to the Contracting Officer and the Cognizant
Federal Agency Official as pricing support for the proposal.




252.204-7007         ANNUAL REPRESENTATIONS AND CERTIFICATIONS (52.204-8) (MAY 2012) - ALT A
                     (JUL 2012)
   (a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 334511.
      (2) The small business size standard is 750
      (3) The small business size standard for a concern which submits an offer in its own name, other than on a
construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500
employees.
   (b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of
this provision applies.
      (2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR,
and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of
completing the corresponding individual representations and certification in the solicitation. The offeror shall
indicate which option applies by checking one of the following boxes:
      [ ] (i) Paragraph (d) applies.
      [ ] (ii) Paragraph (d) does not apply and the offeror has completed the individual representations and
certifications in the solicitation.
    (c)(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated:
        (i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a
firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless--
           (A) The acquisition is to be made under the simplified acquisition procedures in Part 13;
           (B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or
           (C) The solicitation is for utility services for which rates are set by law or regulation.
        (ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions.
This provision applies to solicitations expected to exceed $150,000.
        (iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at
52.204-7, Central Contractor Registration.
        (iv) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations
that--
           (A) Are not set aside for small business concerns;
           (B) Exceed the simplified acquisition threshold; and
           (C) Are for contracts that will be performed in the United States or its outlying areas.
         (v) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations--Representation. This
provision applies to solicitations using funds appropriated in fiscal years 2008, 2009, 2010, or 2012.
        (vi) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the
contract value is expected to exceed the simplified acquisition threshold.
        (vii) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except
those in which the place of performance is specified by the Government.
        (viii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is
specified by the Government.
        (ix) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to
solicitations when the contract will be performed in the United States or its outlying areas.
           (A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast
Guard.
           (B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard.
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        (x) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and
the contract will be performed in the United States or its outlying areas.
        (xi) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that
include the clause at 52.222-26, Equal Opportunity.
        (xii) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for
construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.
        (xiii) 52.222-38, Compliance with Veterans' Employment Reporting Requirements. This provision applies to
solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the
contract is not for acquisition of commercial items.
        (xiv) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery
or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of
Biobased Products Under Service and Construction Contracts.
        (xv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify
the use of, EPA- designated items.
        (xvi) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at
52.225-1.
        (xvii) 52.225-4, Buy American Act--Free Trade Agreements--Israeli Trade Act Certificate. (Basic, Alternates
I,II and III) This provision applies to solicitations containing the clause at 52.225- 3.
           (A) If the acquisition value is less than $25,000, the basic provision applies.
           (B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I
applies.
           (C) If the acquisition value is $50,000 or more but is less than $77,494 the provision with its Alternate II
applies.
           (D) If the acquisition value is $77,494 or more but is less than $100,000 the provision with its Alternate III
applies.
        (xviii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at
52.225-5.
        (xix) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan--Certification. This
provision applies to all solicitations.
        (xx) 52.225-25, Prohibition on Contracting with Entities Engaging in Sanctioned Activities Relating to Iran--
Representation and Certification. This provision applies to all solicitations.
        (xxi) 52.226-2, Historically Black College or University and Minority Institution Representation. This
provision applies to--
           (A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher
educational institutions; and
           (B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23,
Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns.
      (2) The following certifications are applicable as indicated by the Contracting Officer:
[Contracting Officer check as appropriate.]
   [ ] (i) 52.219-22, Small Disadvantaged Business Status.
      [ ] (A) Basic.
      [ ] (B) Alternate I.
   [ ] (ii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.
   [ ] (iii) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance,
Calibration, or Repair of Certain Equipment Certification.
   [ ] (iv) 52.222-52 Exemption from Application of the Service Contract Act to Contracts for Certain Services--
Certification.
   [ ] (v) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated
Products (Alternate I only).
   [ ] (vi) 52.227-6, Royalty Information.
      [ ] (A) Basic.
      [ ] (B) Alternate I.
   [ ] (vii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.
   (d)(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated:
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        (i) 252.209-7001, Disclosure of Ownership or Control by the Government of a Terrorist Country. Applies to
all solicitations expected to result in contracts of $150,000 or more.
        (ii) 252.209-7003, Reserve Officer Training Corps and Military Recruiting on Campus--Representation.
Applies to all solicitations with institutions of higher education.
        (iii) 252.216-7008, Economic Price Adjustment-Wage Rates or Material Prices Controlled by a Foreign
Government. Applies to solicitations for fixed-price supply and service contracts when the contract is to be
performed wholly or in part in a foreign country, and a foreign government controls wage rates or material prices and
may during contract performance impose a mandatory change in wages or prices of materials.
        (iv) 252.225-7042, Authorization to Perform. Applies to all solicitations when performance will be wholly or
in part in a foreign country.
        (v) 252.229-7012, Tax Exemptions (Italy)--Representation. Applies to solicitations when contract
performance will be in Italy.
        (vi) 252.229-7005, Tax Exemptions (Spain)--Representation. Applies to solicitations when contract
performance will be in Spain.
        (vii) 252.247-7022, Representation of Extent of Transportation by Sea. Applies to all solicitations except
those for direct purchase of ocean transportation services or those with an anticipated value at or below the simplified
acquisition threshold.
      (2) The following representations or certifications are applicable as indicated by the Contracting Officer:
[Contracting Officer check as appropriate.]
   [ X ] (i) 252.209-7002, Disclosure of Ownership or Control by a Foreign Government.
   [ X ] (ii) 252.225-7000, Buy American - Balance of Payments Program Certificate.
   [ ] (iii) 252.225-7020, Trade Agreements Certification.
      [ ] Use with Alternate I.
   [ ] (iv) 252.225-7022, Trade Agreements Certificate - Inclusion of Iraqi End Products.
   [ X ] (v) 252.225-7031, Secondary Arab Boycott of Israel.
   [ X ] (vi) 252.225-7035, Buy American - Free Trade Agreements - Balance of Payments Program Certificate.
      [ ] Use with Alternate I.
      [ ] Use with Alternate II.
      [ ] Use with Alternate III.
      [ ] Use with Alternate IV.
      [ ] Use with Alternate V.
    (e) The offeror has completed the annual representations and certifications electronically via the Online
Representations and Certifications Application (ORCA) website at https://www.acquisition.gov/ . After reviewing
the ORCA database information, the offeror verifies by submission of the offer that the representations and
certifications currently posted electronically that apply to this solicitation as indicated in FAR 52.204-8(c) and
paragraph(d) of this provision have been entered or updated within the last 12 months, are current, accurate,
complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code
referenced for this solicitation), as of the date of this offer, and are incorporated in this offer by reference (see FAR
4.1201); except for the changes identified below [offeror to insert changes, identifying change by provision number,
title, date ]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are
current, accurate, and complete as of the date of this offer.
FAR/DFARS Clause #           Title                        Date                         Change


Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the
representations and certifications posted on ORCA.




5252.222-9501      IDENTIFICATION OF FIRST-TIER SUBCONTRACTORS FOR PRE-AWARD
                   CLEARANCE PURPOSES (NAVAIR) (FEB 1995)
  (a) In order to comply with the pre-award clearance requirement of FAR 22.805(a), the bidder/offeror will identify
any first-tier subcontractors proposed and estimated at $10,000,000 or more, including name, address, telephone
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number, place or places of performance, and the estimated amount of the subcontract (if known) in the space
provided below:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
  (b) For the purpose of this clause, “subcontract” means any agreement or arrangement between a contractor and
any person (in which the parties do not stand in the relationship of an employer and employee), (1) for furnishing of
supplies or services or for use of real or personal property, including lease arrangements, that in whole or in part is
necessary to the performance of any one or more Government contracts or (2) under which any portion of the
contractor’s obligation under any one or more Government contracts is performed, undertaken, or assumed.
“Subcontractor” means any person who holds, or has held a subcontract subject to EO 11246. The term “first-tier
subcontractor” means a subcontractor holding a subcontract with a prime contractor.

				
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