DELIVERYORDER FINALregaldecision.com/SeaportE/M802 - Pax V-22/N00178-05-D...Osprey Weapon System Program in accordance with SOW and CDRLs. Funding - APN-1 (OTHER) 100001 Funding in

DELIVERY ORDER FINAL1. CONTRACT NO.

N00178-05-D-4524

2. DELIVERY ORDER NO.

M802

3. EFFECTIVE DATE

11/01/2006

4. PURCHASE REQUEST NO.

N00421-06-NR-55257

5. ISSUED BY CODE N00421 6. ADMINISTERED BY CODE S2101A

NAVAIR Aircraft Division Pax RiverChris J Schimek 2.5.1.6.121983 BUNDY ROAD, Bldg 441Patuxent River, MD [email protected] 301-757-2536 Ext.

DCMA MARYLAND217 EAST REDWOOD STREET, SUITE 1800BALTIMORE, MD 21202-5299

7. CONTRACTOR CODE 1FLC3 FACILITY 8. DELIVERY DATE

Regal Decision Systems, Inc1032 Concourse Drive, Suite 400Linthicum, MD 21090-1035

See Section F

9. CLOSING DATE/TIME

SET ASIDE TYPE

10. MAIL INVOICES TO

See Section G

11. SHIP TO 12. PAYMENT WILL BE MADE BY CODE HQ0338

See Section D DFAS Columbus Center,South Entitlement OperationsP.O. Box 182264Columbus, OH 43213

13. TYPEOFORDER

D X This delivery order/call is issued on another Government agency or in accordance with and subject to terms and conditionsof above-numbered contract.

ACCEPTANCE. THE CONTRACTOR HEREBY ACCEPTS THE OFFER REPRESENTED BY THE NUMBERED PURCHASE ORDER AS IT MAYPREVIOUSLY HAVE BEEN OR IS NOW MODIFIED, SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH, AND AGREES TO PERFORMTHE SAME.

Regal Decision Systems,Inc

Joe Borkoski, JR, ChiefFinancial Offi

NAME OF CONTRACTOR SIGNATURE TYPED NAME AND TITLE DATE SIGNED

14. ACCOUNTING AND APPROPRIATION DATA

See Section G

15. ITEM NO. 16. SCHEDULE OF SUPPLIES/SERVICES 17. QUANTITYORDERED/ACCEPTED*

18. UNIT 19. UNIT PRICE 20. AMOUNT

See the Following Pages

*If quantity accepted by the Government issame as quantity ordered, indicate by X. Ifdifferent, enter actual quantity accepted belowquantity ordered and encircle.

21. UNITED STATES OF AMERICA 22. TOTAL

By: Margaret E Hayden Stone 10/31/2006 $533,538.00

CONTRACTING/ORDERING OFFICER

SECTION DESCRIPTION SECTION DESCRIPTION

B SUPPLIES OR SERVICES AND PRICES/COSTS H SPECIAL CONTRACT REQUIREMENTS

C DESCRIPTION/SPECS/WORK STATEMENT I CONTRACT CLAUSES

D PACKAGING AND MARKING J LIST OF ATTACHMENTS

E INSPECTION AND ACCEPTANCE

F DELIVERIES OR PERFORMANCE

G CONTRACT ADMINISTRATION DATA

10/31/06

GENERAL INFORMATION

POC:

CONTRACT SPECIALIST

Chris Schimek

PHONE: 301-757-2536

FAX: 301-757-2526

EMAIL: [email protected]

CONTRACTING OFFICER

Rita Pegg

PHONE: 301-757-2528

FAX: 301-757-2526

EMAIL: [email protected]

CONTRACT NO.N00178-05-D-4524

DELIVERY ORDER NO.M802

PAGE2 of 2

SECTION B SUPPLIES OR SERVICES AND PRICES

CLIN - SUPPLIES OR SERVICES

Item Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF------ ----------------- ---------- --- ------------ ------------ -----------

1000 Provide Logistics 1.0 Lot $481,879 $21,159 $503,038Support Servicesfor PMA-275, V-22Osprey WeaponSystem Program inaccordance withSOW and CDRLs.Funding - APN-1(OTHER)

100001 Funding insupport servicesfor PMA2275, V-22Osprey WeaponSystem Program.


1100 Provide Logistics 1.0 Lot $496,340 $21,794 $518,134Support Servicesfor PMA-275, V-22Osprey WeaponSystem Program inaccordance withSOW and CDRLs.Funding - APN-1(OTHER)Option







3000 ODCs in support 1.0 Lot $30,500of CLIN 1000.Estimated Travel- $16,000.00Estimated NMCI -$13,000.00EstimatedMaterial -



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$1,500.00Funding - APN-1(OTHER)

300001 Funding insupport of ODC's.

3100 ODCs in support 1.0 Lot $33,000of CLIN 1100.Estimated Travel- $18,000.00Estimated NMCI -$13,000.00EstimatedMaterial -$2,000.00Funding - APN-1(OTHER)Option




Additional SLINs may be created to accommodate different types of funds that may be used to fund thiseffort.

All CLINs are Cost Reimbursable to include travel and materials.

The exercise of option CLIN 4000, 4100, 6000 and 6100 is contingent upon the award term option period atthe basic contract level being exercised.



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SECTION C DESCRIPTIONS AND SPECIFICATIONS

PERFORMANCE-BASED STATEMENT OF WORK (PBSOW)

1.0 Introduction: Applicable verbatim as contained in the Solicitation’s SOO.

2.0 Background: Applicable verbatim as contained in the Solicitation’s SOO.

3.0 Scope of Work: Applicable verbatim as contained in the Solicitation’s SOO.

4.0 Applicable Directives:

4.1, 4.2, and 4.4 Applicable verbatim as contained in the Solicitation’s SOO.

4.3 DoDD 5000.2-R Mandatory Procedures for Major Defense Acquisition Programs (now the AcquisitionGuidebook)

5.0 Performance Requirements:

5.1 Logistics Management Support (SOO 5.1) – The Contractor shall provide personnel in accordance withthe requirements of this Task Order which possess an intimate knowledge of their assigned subject matterand the associated processes and policies within the V-22 Joint Program Office (JPO). In addition to theassigned personnel, the RDS-NTA Team can draw upon a wealth of V-22 ALS expertise from othermembers of the companies. These individuals understand the requirements of this TO and can provideadditional guidance and direction if needed. The tasks to be performed for Obsolescence and DiminishingManufacturing Sources and Material Shortages (DMSMS) Management and Aircraft Modification ProgramManagement are delineated in the following subparagraphs.

5.1.1 Obsolescence Management and Diminishing Resources Support (SOO 5.1.1) – The Contractor shallprovide proactive means to identify and assess the short and long-term impacts of potential obsolescence onthe V-22 aircraft in accordance with the following standards:

V-22 Obsolescence Management Team Operating Guide Document Dated: August 2005

V-22 Obsolescence Management Plan (V-22 OMP) Document Dated: August 2005

V-22 OMT Verification and Analysis Case Sheet Example (ATTACHMENT A of V-22 OMP)

DoD 4140.1-R May 23, 2003

SECNAV Instruction 5000.2C November 19, 2004

ASN(RD&A) Memo January 27, 2005

DASN(L) Memo May 10, 2004

A. Obsolescence Analysis – The Contractor shall analyze monitoring tool reports to perform obsolescencerisk assessment of the piece-part components installed on the V 22 aircraft. The Contractor shall monitorcurrent availability of part(s), forecasts of future availability, identification of sourcing depth, and identifypossible solution options for components identified as either obsolete or have an End of Life (EOL) noticewith a last time buy date. The Contractor shall provide continuous monitoring for availability status changeswith timely notifications sent to the appropriate IPT points of contact as changes are identified.

B. Health Analysis – An important part of a proactive Diminishing Manufacturing Sources (DMS) approachis to continuously assess the components used in the equipment for potential DMS risk. DMS considerationduring design can offset the high or moderate risk of part(s) not being available during production andpost-production life of the equipment. During conceptual design, redesign, or design reviews, the Contractorshall minimize the impact that DMS shall have on the equipment by ensuring a system/WRA/SRAcomponent health analysis is accomplished.

C. Obsolescence Verification and Case Sheet Analysis – The Obsolescence Verification and Case SheetAnalysis provides the fundamental building blocks that are used to give insight on the obsolescence impactat the next higher assembly or system level. The assessment results are intended as an aid to decision makersmanaging V 22 systems to help improve affordability by minimizing costly redesigns. The Contractor shalltrack, monitor, provide inputs, and verify that all case sheets are completed in accordance with the currentV-22 OMP. Closed cases shall be archived electronically and stored; data such as resolutions, recurring cost,



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non-recurring cost, and cost avoidance shall be input into the V-22 Case Sheet Log database.

D. Solution Options – The Contractor shall verify solution options developed by systems/equipment PrimeContractors for all parts identified as obsolete. This process ensures that all obsolete parts have beenthoroughly researched for alternate sources, form/fit/function replacements, and the potential for extendedproduction and supportability requirements.

E. Funding Requirements – The Contractor shall analyze and provide funding requirements for APN-1, andAPN-6 for Obsolescence Bridge buys or Life Of Type buys, obsolescence trade studies, and obsolescencequalification efforts required to enable contract vehicle execution.

F. Statements of Objectives (SOO) and Statements of Work (SOW) – The Contractor shall participate andprovide inputs for purchase order modifications to include Procurement Planning Conferences (PPCs) andProcurement Planning Agreements (PPAs), and provide technical inputs for developing SOO and/orSOW(s). Proposed CDRLs A003 and A004 apply.

G. Procurement Identification Documents (PID) Packages – The Contractor shall develop data required forinitiation of PID packages to include Bona Fide Needs (BFN) for Obsolescence Bridge buys or Life Of Typebuys required by NAVAIR Legal, funding request documents for APN-1 and APN-6 requirements, andapplicable Air Vehicle (AV)/Change Review Board (CRB) presentations and minutes. Proposed CDRLA005 applies.

H. Obsolescence Management Plan (OMP) and Guide – The Contractor shall revise the ObsolescenceManagement Team’s Plan and Guide annually with the latest process improvements that have beenincorporated which are deemed as a best practice by the Obsolescence Management Team (OMT).

I. V-22 OMT Non-Recurring Engineering (NRE)/Cost Avoidance Figures and Calculations – The Contractorshall maintain the V-22 NRE Cost Avoidance Calculations database and provide inputs to contain theestimated cost avoidance and cost to resolve for obsolescence issues impacting the V-22. The Contractorshall update the Cost Avoidance Calculations annually due to increased costs of doing business, as well asincreased costs of process improvements that occur within the OMT.

J. V-22 OMT Metrics – The Contractor shall track and report the metrics to measure the V-22 OMT’ssuccess and ensure appropriate awareness and attention is directed to a potential obsolescence issue costingDoD hundreds of millions of dollars.

K. V-22 Obsolescence Program Objective Memorandum (POM) and Program Master Plan (PMP) – TheOMT shall identify DMSMS resource support requirements based upon program phasing, baselineagreements, and how much funding is needed to meet those requirements. The Contractor shall provide theV-22 Program with prior and future (out years of the FYDP) budget requests using developed POM modelsto estimate cost.

5.1.2 Aircraft Modification Program Support (SOO 5.1.2) – The Contractor shall perform detailed logisticsevaluations of Bell, Boeing and Rolls Royce ALS deliverables associated with the MV-22 AircraftModification Program. For hardware and software Engineering Change Proposals (ECPs), Waivers andDeviations, and Technical Directives (Service Bulletins), the Task Order requirements stated in section 5.2of this PBSOW shall be accomplished. For other ALS deliverables, such as Notional Retrofit Plans, KitDeliveries, Deployment Schedules and Modification Logistics Program support documentation, theContractor shall analyze inputs from systems/equipment Prime Contractors, determine compliance with taskand contractual requirements, provide recommendations, and report findings to the MV-22 Sustainment IPTcognizant personnel in order to provide any necessary contractual feedback to the Prime Contractor withinstated contractual timeframes in accordance with the Contract Data Requirements List (CDRL). Draft formalcorrespondence shall be prepared for the MV-22 Sustainment Team Lead’s signature for all contractualdeliverables that require one. Upon final signature of formal correspondence, the Contractor shall ensuredistribution to the Prime Contractor’s Contracts Data Management personnel and within the V-22 JPO, toinclude V-22 Data Managers within the Weapon System Integration (WSI) IPT. An archived record ofcomments and corrective actions shall be maintained by the Contractor. Proposed CDRL A006 applies.

5.2 Configuration Management (CM) (SOO 5.2) – The Contractor shall provide subject matter personnel toperform CM Planning and Analysis, CM Plan and Standard Operating Procedures (SOP) Development andUpdate, Configuration Documentation Management and Analysis, and Configuration Status Accounting andMetric Reporting in support of the V-22 Weapons Systems and applicable Support Equipment (SE). TheContractor shall be required to work within the V-22 JPO IPT structure and MV-22 Sustainment community



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to ensure all Logistics Element disciplines are accurately reflected in V-22 CM Plans, processes and changedocumentation. Coordination between Sustainment stakeholders and the V-22 WSI CM Team is critical inthe performance of these tasks. Proposed CDRLs A003 through A006 apply to conference/meeting agendasand minutes, presentation materials, and technical reports, as required.

A. CM Planning, Plans and Standard Operating Procedures (SOPs) (SOO 5.2.1, 5.2.4, 5.2.5, 5.2.6, 5.2.8) –The Contractor shall provide CM planning for MV-22 systems acquisition (Subtask 5.2.8) to include theimpacts of planned modifications on: (1) Maintenance Planning and Support Concepts (SupportabilityAnalysis); (2) Initial Spares and Replenishment Spares, both pre-provisioning and post-provisioning; (3)Technical Publications and Interactive Electronic Technical Manuals (IETMs), including on-aircraft andoff-aircraft maintenance tasks, general series manuals and software configuration documents; (4) Packaging,Handling, Storage and Transportation (PHS&T); (5) Support Equipment (SE), to include Operational TestProgram Sets (OTPS); (6) Training and Training Equipment; (7) Computer Resources, including impacts tothe Collaborative Automated Maintenance Environment for the V-22 Osprey (CAMEO); (8) RepairPrograms (Aircraft Battle Damage Repair, Dynamic Component Repair Development and ExpandedDamage Limits); and (9) Manpower and Personnel.

The Contractor shall review V-22 CM policy documentation including the PMA-275 CM Charter, CM Plan(CMP), CM Process Guide, Software documentation, Operational and Safety Improvement Program (OSIP)exhibits, Retrofit Planning Guidelines, Prime Contractor CM Plans and documentation (Bell, Boeing, RollsRoyce), as well as the Engine Customer Support Plan (CSP), follow-on Power-By-The-Hour contract (forCM requirements) and cognizant PBL provider’s CM Plans and the proposed Air Vehicle PBL contract (forCM requirements). Each of these key documents shall be reviewed to ensure consistency with currentGovernment direction (Naval Air Systems Command Instruction 4130.1, Military Standard – 973, MilitaryHandbook – 61A), concurrence with the current V-22 Acquisition Plan, incorporation of Naval AviationEnterprise AirSpeed initiatives, and focus on improving MV-22B aircraft availability through controlledengineering changes (Subtasks 5.2.6, 5.2.8). Annual review of the Charter, CMP and Process Guide arecritical to ensure Program Organizational changes are accurately reflected in the CM planning and policyguidelines and that DoD policy changes are strictly adhered to within the V-22 JPO.

The Contractor shall monitor DoD Directives and Policy updates to remain current on CM Policiesthroughout the Naval Aviation Enterprise. The Contractor shall review Command directives and policychanges and make recommendations to the MV-22 Sustainment CM Lead on corresponding changes to theexisting CM documentation within the V-22 JPO. As the Air Vehicle PBL contract is implemented, theContractor shall focus on the CM efforts proposed by potential PBL Provider’s and ensure V-22 policies andprocedures are adhered to (Subtask 5.2.1). In addition to the review of the potential PBL Provider’s CMpolicy, the Contractor shall continually monitor V-22 CM policies and procedures concerning logisticssupport and sustainment of the V-22 Weapon System for innovative performance based approaches whichwould streamline existing procedures and provide a best value to the Government (Subtasks 5.2.4, 5.2.5).

For coordination of engineering change impacts on logistics elements from one Prime Contractor (Bell,Boeing, Rolls Royce) to another, the Contractor shall monitor data deliverables and change documentationfrom all Prime Contractors and evaluate each for impact on the other’s systems/ equipments. The Contractorshall also make recommendations on changes to source materials and program requirements provided asGovernment Furnished Information (GFI) to Prime Contractors (Subtask 5.2.8).

B. Configuration Documentation Management and Analysis (SOO 5.2.2, 5.2.3, 5.2.4, 5.2.7, 5.2.9) – TheContractor shall provide detailed review procedures for the analysis and evaluation of sustainment/logisticsimpacts identified within V-22 configuration documentation. Documentation to be reviewed and evaluatedinclude, but is not limited to: (1) Class I ECPs, including Cost Reduction Initiatives (CRIs) processedthrough the Price Reduction Program (PRP) and Software ECPs; (2) Class II ECPs, when applicable; (3)Technical Directives (TDs); (4) Requests for Deviations (RFD) and Waivers (RFW - Critical, Major andMinor); (5) Rapid Action Minor Engineering Changes (RAMECs); (6) Proposed Specification ChangeNotices (PSCNs); and (7) Changes to the Master Government Furnished Equipment List (MGFEL). Inaddition to MV-22 configuration documentation, the Contractor must include Air Force focused changedocumentation such as Air Force Temporary Modifications, in their review process in order to ensure noadverse impacts on the support of MV-22 aircraft shall be incurred by actions of another service in the Jointenvironment (Subtask 5.2.2). In conjunction with the review procedures required in the previous task, theContractor shall specifically evaluate the above listed configuration documentation to ensure all logisticsdisciplines are accurately addressed in regards to the proposed changes (Subtasks 5.2.3, 5.2.9). The



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Contractor shall ensure ECP requirements are documented fully within Decentralized Change Control Board(DCCB) Packages (4130/XX) to ensure the executability and supportability of the proposed change (Subtask5.2.9). The Contractor shall assist with the categorization of RFD/RFW in accordance with Programguidelines (Subtask 5.2.9). The Contractor shall make recommendations regarding sustainment issues inconjunction with: (1) MV-22 Sustainment IPT Product Leads (Avionics, Air Vehicle and Drives andPropulsion) at NAVAIR Patuxent River, MD for Maintenance Planning and Supportability requirements; (2)Naval Inventory Control Point (NAVICP) Philadelphia, PA for Supply Support requirements; (4) Naval AirTechnical Data and Engineering Services Center (NATEC) San Diego, CA for Technical Publicationsrequirements; (5) NAVAIR Patuxent River, MD CAMEO Program Manager for Automated MaintenanceEnvironment requirements; (6) NAVAIR Lakehurst, NJ for Support Equipment requirements; and (7) FleetSupport Team (FST) Cherry Point, NC for Fleet implementation and Supportability Analysis requirements(Subtask 5.2.3).

In accordance with the V-22 Program CM Plan and Process Guide, based upon the tenets of NAVAIRInstruction 4130.1 and Military Standard (MIL-STD) 973, the Contractor shall follow strict qualityprocedures for the review of proposed ECPs (Subtask 5.2.4). This shall include: (1) Conducting analysis ofthe engineering changes by close coordination with the cognizant Logistics Product Lead (Avionics, AirVehicle, Drives and Propulsion) as potential design change requirements are identified; (2) Reviewing andmonitoring of Prime Original Equipment Manufacturer (OEM) configuration boards to alert MV-22Sustainment Logistics Managers (LMs)/Logistics Element Managers (LEMs) of upcoming proposed changesto Configuration Items (CIs) under their cognizance; (3) Providing advance documentation to all cognizantLMs/LEMs for proposed changes being brought to the streamlined AV/CRB (AirSpeed initiative); (4)Participating in streamlined AV/CRBs with key LMs/LEMs in attendance for discussion on impacts to theirarea of expertise (AirSpeed initiative); (5) Providing configuration status change documentation to includethe results of ongoing analyses performed to ensure each new system is compatible with life cycle planningrelative to the MV-22 aircraft and its systems and subsystems; (6) Assisting the MV-22 Sustainment IPT indeveloping the Logistics section for SOW requirements via the new (Kaizen improved) AirSpeed V-22 ECPRFP Cycle Time Reduction Process; (7) Ensuring all Logistics requirements are identified within the SOWby verifying with each LM/LEM that Logistics program needs are accurately documented; (8) Collating andsummarizing ECP inputs from TYCOM, LMs, LEMs and vendor responses to logistics issues and concerns;(9) Coordinating questions and responses from logistics subject matter experts and documenting resultsduring routing of the ECP; (10) Pre-briefing cognizant Air Vehicle IPT (recently organized IPT) Logisticsrepresentatives on proposed changes and impacts to sustainment of Fleet aircraft prior to Proposal StatusMeeting (AirSpeed initiative); (11) Upon receipt of the ECP from the PBL provider/Prime Contractors,initiating logistics review for all disciplines via SIGMA e.Power utilizing CyberDOCS (when applicable)and off-line (as necessary) to ensure 100% of all impacted logistics products are identified and adequatelyfunded; (12) Providing PMA-275 decentralized Change Control Board (CCB) Change Request Forms onV-22 aircraft and its systems and subsystems change requests/proposals; (13) Participating in PMA-275decentralized CCB to support the MV-22 Sustainment Team Lead; (14) Ensuring cognizant MV-22Sustainment IPT point of contact is briefed for each ECP prior to final signature approval (MV-22Sustainment IPT); (15) Briefing V-22 DOL on logistics impacts of proposed changes, includingimplementation in the Fleet prior to his final signature approval; and (16) Archiving impacts and issuesassociated with each ECP via e.Power or off-line as necessary.

The Contractor shall monitor implementation of approved changes with retrofit requirements by coordinatingV-22 FST Technical Directive (TD) development with the MV-22 Sustainment CM Lead and NATEC inaccordance with NAVAIRINST 4130.1 and NAVAIR 00-25-300. The Contractor shall conduct continuousdocument reviews of proposed V 22 Weapon System Technical Directives to ensure compliance withapproved ECPs and Technical Directive Detailed Data Sheets and to ensure all affected logistics elementshave been addressed per current NAVAIR 00-25-300. The Contractor shall review TDs forwarded from theV-22 FST to the MV-22 Sustainment CM focal point and provide technical comments prior to finalimplementation. The Contractor shall prepare briefs, as required, to ensure that the MV-22 Sustainment IPTLead is well informed of TD development and incorporation status (Subtasks 5.2.2, 5.2.3).

Upon Contract Modification of the change documentation, the Contractor shall prepare draft ImplementationLetter correspondence for the MV-22 APML’s signature and process change documentation forincorporation into the Fleet and associated Logistics products. The Contractor shall monitor progress towardsincorporation and identify any areas of concern to the MV-22 Sustainment CM Lead. The Contractor shallverify kit delivery and incorporation with Fleet personnel utilizing standard Navy CM databases. The



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Contractor shall work to resolve identified issues with change incorporation and ensure cognizant MV-22Sustainment IPT are aware of issues (Subtask 5.2.7).

C. Configuration Status Accounting and Reporting (Metrics) (SOO 5.2.1, 5.2.4) – The Contractor shallidentify Configuration Status Accounting System/V-22 Status Accounting Database (SADB) issues andassociated CM process improvements to the MV-22 Sustainment CM Lead. The Contractor shall performroot cause analysis of identified issues and make recommendations to the MV-22 Sustainment CM Lead forrectification of concerns. The Contractor shall analyze innovative tools, such as the NAVAIR ConfigurationManagement Information System (CMIS), to perform configuration status accounting and benefit fromreplication of AirSpeed initiatives throughout the Naval Aviation Enterprise (Subtask 5.2.4).

Utilizing the CM Status Accounting Database, the Contractor shall maintain metrics for identification ofprocedural problem areas and potential further AirSpeed initiatives involving ECP, CRI, RTOC initiativesand Deviations and Waivers review and implementation processes. The Contractor shall prepare quarterlybriefings to the MV-22 Sustainment IPT Lead concerning CM program metrics, policies, process flows, andchange documentation status. The Contractor shall analyze and monitor CM metrics associated with theV-22 Air Vehicle PBL contract, and other PBL initiatives to ensure compliance with V-22 CM benchmarks.The Contractor shall identify contractual issues (based on metrics) associated with the implementation ofPMA-275 CM policies and procedures through the V-22 Air Vehicle PBL contract and recommend changesto source materials and specific program requirements provided as Government Furnished Information (GFI)(Subtask 5.2.1).

5.3 PBL Acquisition Support (SOO 5.3, 5.3.1) – The Contractor shall provide ALS to include all PBLcontractual initiatives. These include, but are not limited to: Engine Power-By-The-Hour PBL effort,Auxiliary Power Unit (APU) PBL effort, Forward Looking Infrared Radar (FLIR) PBL effort, and the AirVehicle PBL effort. SOW tasks shall vary for each effort, depending on the current acquisition phase foreach initiative. The Contractor shall delineate a phased acquisition approach focusing on the ProcurementPlanning Agreement (PPA) milestones outlined for each contractual effort, which shall be tailored toaccommodate the PBL implementation strategy and milestones for each PBL initiative. Proposed CDRLsA003 through A006 apply to conference/meeting agendas and minutes, presentation materials, and technicalreports, as required.

A. Development of PBL Requirements through Request for Proposal (RFP) Release – To ensure acomprehensive phased approach for the Air Vehicle PBL initiative, and to incorporate PBL tasks whichwould be required for other V-22 PBL initiatives should they arise, the Contractor shall: (1) Support theProduct Support Manager (PMA-275) and the Product Support Integrator (V-22 DOL) in identifying,documenting, prioritizing and costing logistics requirements for the V-22 Air Vehicle PBL contract andsubsequent PBL initiatives. Requirements identification shall include a comprehensive review ofsystems/sub-systems for inclusion in the supply chain ‘market basket’ in addition to all Logistics disciplinesand activities with performance based requirements; (2) Assist in the performance of NAVICP led SupplyChain Business Case Analyses (BCA) and provide required BCA inputs to V-22 Cost Analysts for inclusionin the over-arching PBL BCA; (3) Document and report progress against the established PPA and participatein weekly teleconferences (as required) to inform stakeholders of progress and assist in issue resolution; (4)Assist in the documentation of competitive versus sole source acquisition strategy decision matrix forinclusion in Acquisition Planning and Logistics documentation. Assist in the preparation of a Justificationand Approval (J&A) for sole source procurement, if required; (5) Assist in preparing Sources Sought forindustry response, if applicable; (6) Identify required resources, and gather and catalog data items for theestablishment of an industry procurement technical data package; (7) Assist the Government InformationTechnology (IT) personnel (FST TIFF) in establishing a V-22 Air Vehicle PBL Web Portal. This portal’sopen architecture shall be designed for inclusion of other PBL initiative procurements and reporting systemsshould they be required; (8) Prepare informative briefs and required documentation to support PBL decisionmaking processes and action item documentation, including high level briefings for USMC, USAF,SOCOM, PEO(A), and ASN personnel as directed; (9) Analyze PBL Program reporting requirements, makerecommendations on the establishment of performance metrics, and identify potential reporting mechanisms(FST TIFF Web Portal) to facilitate public-private partnerships between Industry and the Government; (10)Investigate various alternatives of incentive metrics and make recommendations on contractual language forimplementation of incentive clauses to maximize the benefits of reliability improvements and Fleet support;(11) Assist the Government in finalizing the PBL SOO/SOW, including coordinating inputs from allLogistics Elements and performance based requirements (Sustaining Engineering, ConfigurationManagement, etc); (12) Assist in preparing the PID package for routing within the V-22 JPO, to include



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documenting issues and concerns, making recommendations for resolution, and preparing the V-22 CCBpresentation and data package; and (13) Archive records and documentation upon release of the V-22 AirVehicle PBL RFP and any other PBL initiatives. Proposed CDRLs A003 through A006 apply toconference/meeting agendas and minutes, presentation materials, and technical reports, as required.

B. RFP Release through Proposal Receipt – Following the release of the RFP by NAVAIR Contracts, theContractor shall: (1) Participate in internal Government PBL teleconferences and WebEx meetings, asrequired; (2) Monitor Industry’s Requests for Clarification (RFCs)/Information (RFIs) with the ProcurementContracting Officer (PCO) and coordinate the Government’s responses through the MV-22 SustainmentTeam Lead; (3) Assist the FST TIFF in maintaining the PBL Industry Web Portal which includes providingdata for inclusion into the Government’s Procurement Data Package, maintaining a list of Governmentpersonnel with access requirements, coordinating Industry requests with the MV-22 Sustainment Team Lead,and monitoring accessibility of the data; (4) Assist the Government stakeholders in preparing theirIndependent Government Estimates (IGE) for use during PBL Proposal Technical Evaluation; (5) Assist theMV-22 Sustainment IPT Lead/V-22 DOL in the preparation of any required RFP amendments to include therefinement of PBL incentive metrics and contractual clauses; (6) Prepare informative briefs and requireddocumentation to update Logistics and Program Management personnel on PBL status; (7) Document issuesand analyze alternatives to make recommendations on corrective actions; and (8) Monitor and update PPAmilestones as required. Proposed CDRLs A003 through A006 apply to conference/meeting agendas andminutes, presentation materials, and technical reports, as required.

C. Receipt of Proposals through Contract Award – During the Source Selection period, the Contractor shall:(1) Prepare Proposal Review packages as required for the MV-22 Sustainment Team Review; (2) Developcomparison spreadsheets documenting the Government’s position compared to Industry’s bids; (3) Supportthe Source Selection Team’s request for logistics data and sustainment information, as required; (4) Updatethe V-22 Air Vehicle PBL Performance Work Statement (PWS) language based upon negotiation activity (asdirected by the PCO); (5) Assist in the development of reporting systems to include cost, schedule andperformance metrics; (6) Assist with documenting the source selection technical evaluation, if directed; and(7) Monitor and update PPA milestones as required.

D. Post Contract Award Acquisition Support – Upon award of the V-22 Air Vehicle PBL Contract, theContractor shall: (1) Disseminate contractual data throughout the MV-22 Sustainment IPT as directed by theMV-22 Sustainment IPT Lead; (2) Assist in the implementation of contractual reporting systems, includingincentive fee contractual clauses; (3) Assist in the implementation of Government and Industry(public-private) Partnering agreements; (4) Review existing activity on the MV-22 Sustainment Total LifeCycle Logistics Support (TLCLS) Follow-on Sustaining contract and make recommendations for closeout;(5) Assist the FST TIFF in implementing Industry progress reporting through the Web Portal; (6) Archivesource selection documentation, as directed by the MV-22 Sustainment IPT Lead; and (7) Assist the ProductSupport Integrator (V-22 DOL) and MV-22 Sustainment IPT Lead in monitoring PBL Provider performance.

The Contractor shall provide status updates monthly on PBL contract performance, issues and recommendedresolutions for inclusion into the MV-22 Sustainment IPT’s Program Management Meeting (PMM).Proposed CDRL A005 applies to presentation materials.

6.0 Deliverables:

6.1 and 6.2 Applicable verbatim as contained in the Solicitation’s SOO.

6.3 Conference/Meeting Agendas (proposed CDRL A003).

6.4 Conference/Meeting Minutes (proposed CDRL A004).

6.5 Presentation Materials (proposed CDRL A005).

6.6 Technical Reports (proposed CDRL A006).

7.0 Constraints:

7.1 Work Schedules. Applicable verbatim as contained in the Solicitation’s SOO.

7.2 Place of Performance. Applicable verbatim as contained in the Solicitation’s SOO.

8.0 Estimated Travel: Applicable verbatim as contained in the Solicitation’s SOO.



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SECTION D PACKAGING AND MARKING

Packaging and Marking shall be in accordance with Section D of the SeaPort-e Multiple Award BasicContract.



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SECTION E INSPECTION AND ACCEPTANCE

Inspection and Acceptance shall be in accordance with Section E of the SeaPort-e Multiple Award BasicContract.



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SECTION F DELIVERIES OR PERFORMANCE

The periods of performance for the following firm items are from date of task order award through 1 yearthereafter, ESTIMATED at:

Base Year CLIN 1000 1 November 06 - 31 October 2007

Base Year CLIN 3000 1 November 06 - 31 October 2007

The period of performance for the following option items are from date of option exercise through 12 monthsthereafter, ESTIMATED at:

Option I CLIN 1100 1 November 07 - 31 October 2008

Option I CLIN 3100 1 November 07 - 31 October 2008

Option II CLIN 1200 1 November 08 - 31 October 2009

Option II CLIN 3200 1 November 08 - 31 October 2009

The period of performance for the following award-term items are from date of option exercise through 12months thereafter, ESTIMATED at:

Option III CLIN 4000 1 November 09 - 31 October 2010

Option III CLIN 6000 1 November 09 - 31 October 2010

Option IV CLIN 4100 1 November 10 - 31 October 2011

Option IV CLIN 6100 1 November 10 - 31 October 2011

Place of Performance:

This requirement shall be performed 100% at the contractor (off-site) facilities within 30 miles of PatuxentRiver, MD 20670.

Estimated Travel:

Destination Trips/YearNew Bern, NC 2Philadelphia, PA 8Fort Worth, TX 8Amarillo, TX 6Lakehurst, NJ 3Cherry Point, NC 4Arlington, VA 4Indianapolis, IN 2

Note: It is anticipated that no Temporary Additional Duty (TDY) assignments away from the primary site ofperformance will be required. However, the Government reserves the right to assign TDY tasks away fromthe primary duty station.

F-1 Task Order Options

(b) The Government may extend the term of this order by written notice to the contractor within 5 days ofthe current period of performance; provided, that the Government gives the contractor a preliminary writtennotice of its intent to extend at least 30 days before the end of the current period of performance. Thepreliminary notice does not commit the Government to an extension.

(c) If the Government exercises this option, the extended order shall be considered to include this optionprovision.

(d) The total duration of this order, including the exercise of any options under this clause, shall not exceed 5years.



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SECTION G CONTRACT ADMINISTRATION DATA

Accounting Data

SLINID PR Number Amount-------- ---------------------- ---------------------100001 0010195664 503038.00LLA :AA 1771506 U1CW 251 00019 0 050119 2D 000000Standard Number: NACOST CODE: PMA275AC2510ACRN: AACIN: 001019566400001

300001 0010195664 30500.00LLA :AA 1771506 U1CW 251 00019 0 050119 2D 000000Standard Number: NACOST CODE: PMA275AC2510ACRN: AACIN: 001019566400001

5252.232-9504 I SPECIAL PAY INSTRUCTIONS FOR PAYING OFFICE

ALTERNATE I (NAVAIR)(JUN 2006)

(a) All payments against informational (numeric) sub-line items (SLINs) shall be processed manually by thepaying office.

(b) Invoices submitted for payment, which do not contain contract line item number (CLIN) or subline itemnumber (SLIN), and the accounting classification references number (ACRN) information, will be returnedfor 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 allapplicable CLINs/SLINs.

(e) Informational SLINs, e.g. 000101, are as follows:

SEE ACCOUNTING DATA ABOVE

5252.232-9513 INVOICING INSTRUCTIONS AND PAYMENT (WAWF INSTRUCTIONS) (March2006)

(a) Invoices for goods received or services rendered under this contract shall be submitted electronicallythrough Wide Area Work Flow – Receipt and Acceptance (WAWF):

(1) The vendor shall self-register at the web site https://wawf.eb.mil. Vendor training is available on theInternet at http://www.wawftraining.com. Additional support can be obtained by calling the NAVY WAWFAssistance Line: 1-800-559-WAWF (9293).

(2) WAWF Vendor “Quick Reference” Guides are located at the following web site:http://www.acquisition.navy.mil/navyaos/content/view/full/3521

(3) Select the invoice type within WAWF as specified below. Back up documentation (such as timesheets,etc.) can be included and attached to the invoice in WAWF. Attachments created in any Microsoft Officeproduct are attachable to the invoice in WAWF. Total limit for the size of files per invoice is 5 megabytes.

(b) The following information, regarding invoice routing DODAAC’s, must be entered for completion of theinvoice in WAWF:

WAWF Invoice Type: Access the following web site for information on invoice types:http://www.wawftraining.com/courses/_content_package/content_files/menuTree.html

Click on Vendor, then Determine Type of Document to Create.

Issuing Office DODAAC N00421Admin Office DODAAC: S2101AInspector DODAAC (if applicable):Service Approver DODAAC (for Final Cost S2101A



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Voucher) (if applicable)Acceptor DODAAC (if applicable):

Local Processing Office (LPO –if applicable):DCAA Office DODAAC (Cost VoucherApprover – if applicable):

HAA210

Paying Office DODAAC: HQ0338

(c) The contractor shall submit invoices / cost vouchers for payment per contract terms. Contractorsapproved by DCAA for direct billing will not process vouchers through DCAA, but may submit directly toDFAS. Final voucher submission will be approved by the ACO.

(d) The Government shall process invoices / cost vouchers for payment per contract terms.

(e) For each invoice / cost voucher submitted for payment, the contractor shall also email the WAWFautomated invoice notice directly to the following points of contact:

Name: Nancy Kleindienst

Email: [email protected]

Phone: (301) 757-2008

Role: Task Order Manager (TOM)

TASK ORDER MANAGER (TOM) APPOINTMENT (APR 2005)

(a) The Task Order Ordering Officer hereby appoints the following individual as the Task Order Manager(TOM) for this task order:

Name: Nancy Kleindienst

Code: AIR-6.61.7M1

Mailing Address: 47123 Buse Rd, Suite 146, Bldg 2272, Patuxent River, MD 20670

Telephone: (301) 757-2008

Commercial: (301) 757-2008

DSN: 757-2008

(b) The TOM is responsible for those specific functions assigned in the Task Order Administration Plan,attached.

(c) Only the Task Order Ordering Officer has the authority to modify the terms of the task order. Therefore,in no event will any understanding, agreement, modification, change order, or other matter deviating fromthe terms of the basic contract or this task order between the contractor and any other person be effective orbinding on the Government. If, in the opinion of the contractor, an effort outside the existing scope of thistask order is requested, the contractor shall promptly notify the Task Order Ordering Office in writing. Noaction shall be taken by the contractor unless the Task Order Ordering Officer, PCO or ACO has issued aformal modification.

252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (JAN 2004)

(a) Definitions. As used in this clause—

(1) “Contract financing payment” and “invoice payment” have the meanings given in section 32.001 of theFederal Acquisition Regulation.

(2) “Electronic form” means any automated system that transmits information electronically from theinitiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptableelectronic forms for submission of payment requests. However, scanned documents are acceptable when theyare part of a submission of a payment request made using one of the electronic forms provided for inparagraph (b) of this clause.

(3) “Payment request” means any request for contract financing payment or invoice payment submitted bythe Contractor under this contract.



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(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests usingone of the following electronic forms:

(1) Wide Area Work Flow-Receipt and Acceptance (WAWF-RA). Information regarding WAWF-RA isavailable on the Internet at https://wawf.eb.mil.

(2) Web Invoicing System (WInS). Information regarding WInS is available on the Internet athttps://ecweb.dfas.mil.

(3) American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats.

(i) Information regarding EDI formats is available on the Internet at http://www.X12.org.

(ii) EDI implementation guides are available on the Internet at http://www.dfas.mil/ecedi.

(4) Another electronic form authorized by the Contracting Officer.

(c) If the Contractor is unable to submit a payment request in electronic form, or DoD is unable to receive apayment request in electronic form, the Contractor shall submit the payment request using a methodmutually agreed to by the Contractor, the Contracting Officer, the contract administration office, and thepayment office.

(d) In addition to the requirements of this clause, the Contractor shall meet the requirements of theappropriate payment clauses in this contract when submitting payment requests.

SEA 5252.232-9104 ALLOTMENT OF FUNDS (MAY 1993)

(a) This contract is incrementally funded with respect to both cost and fee. The amount(s) presently availableand allotted to this contract for payment of fee for incrementally funded contract line item number/contractsubline item number (CLIN/SLIN), subject to the clause entitled "FIXED FEE" (FAR 52.216-8) or"INCENTIVE FEE" (FAR 52.216-10), as appropriate, is specified below. The amount(s) presently availableand allotted to this contract for payment of cost for incrementally funded CLINs/SLINs is set forth below. Asprovided in the clause of this contract entitled "LIMITATION OF FUNDS" (FAR 52.232-22), theCLINs/SLINs covered thereby, and the period of performance for which it is estimated the allottedamount(s) will cover are as follows:

ITEM(S) ALLOTTED TO COST ALLOTTED TO FEE ESTIMATED PERIOD OF

PERFORMANCE

CLINs 1000/3000 $512,379.00 $21,159.00 11/1/2006 - 10/31/2007

(b) The parties contemplate that the Government will allot additional amounts to this contract from time totime for the incrementally funded CLINs/SLINs by unilateral contract modification, and any suchmodification shall state separately the amount(s) allotted for cost, the amount(s) allotted for fee, theCLINs/SLINs covered thereby, and the period of performance which the amount(s) are expected to cover.

(c) CLINs/SLINs 1000/100001 and 3000/300001 are fully funded and performance under theseCLINs/SLINs is subject to the clause of this contract entitled "LIMITATION OF COST" (FAR 52.232-20)or "LIMITATION OF COST (FACILITIES)" (FAR 52.232-21), as applicable.

(d) The Contractor shall segregate costs for the performance of incrementally funded CLINs/SLINs from thecosts of performance of fully funded CLINs/SLINs.

FUNDING PROFILE

It is estimated that these incremental funds will provide for [if LOE, enter the number of hours; if completionor supply enter items and quantities] The following details funding to date:

Total

Base Year:

Total Cost Base Year: $533,538.00

Funds this Action: $533,538.00

Previous Funding:$0.00

Funds Available: $533,538.00



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Balance Unfunded: $0.00

SEA 5252.216-9122 LEVEL OF EFFORT (DEC 2000)

(a) The Contractor agrees to provide the total level of effort specified in the next sentence in performance ofthe work described in Sections B and C of this contract. The total level of effort for the performance of thiscontract shall be 37,600 total man-hours of direct labor, including subcontractor direct labor for thosesubcontractors specifically identified in the Contractor's proposal as having hours included in the proposedlevel of effort.

(b) Of the total man-hours of direct labor set forth above, it is estimated that 0 man-hours are uncompensatedeffort.

Uncompensated effort is defined as hours provided by personnel in excess of 40 hours per week withoutadditional compensation for such excess work. All other effort is defined as compensated effort. If no effortis indicated in the first sentence of this paragraph, uncompensated effort performed by the Contractor shallnot be counted in fulfillment of the level of effort obligations under this contract.

(c) Effort performed in fulfilling the total level of effort obligations specified above shall only include effortperformed in direct support of this contract and shall not include time and effort expended on such things as(local travel to and from an employee's usual work location), uncompensated effort while on travel status,truncated lunch periods, work (actual or inferred) at an employee's residence or other non-work locations(except as provided in paragraph (j) below), or other time and effort which does not have a specific anddirect contribution to the tasks described in Sections B and C.

(d) The level of effort for this contract shall be expended at an average rate of approximately 145 hours perweek. It is understood and agreed that the rate of man-hours per month may fluctuate in pursuit of thetechnical objective, provided such fluctuation does not result in the use of the total man-hours of effort priorto the expiration of the term hereof, except as provided in the following paragraph.

(e) If, during the term hereof, the Contractor finds it necessary to accelerate the expenditure of direct labor tosuch an extent that the total man hours of effort specified above would be used prior to the expiration of theterm, the Contractor shall notify the Contracting Officer in writing setting forth the acceleration required, theprobable benefits which would result, and an offer to undertake the acceleration at no increase in theestimated cost or fee together with an offer, setting forth a proposed level of effort, cost breakdown, andproposed fee, for continuation of the work until expiration of the term hereof. The offer shall provide that thework proposed will be subject to the terms and conditions of this contract and any additions or changesrequired by then current law, regulations, or directives, and that the offer, with a written notice of acceptanceby the Contracting Officer, shall constitute a binding contract. The Contractor shall not accelerate any effortuntil receipt of such written approval by the Contracting Officer. Any agreement to accelerate will beformalized by contract modification.

(f) The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure ofdirect labor such that the total man hours of effort specified in paragraph (a) above would be used prior to theexpiration of the term. This order shall specify the acceleration required and the resulting revised term. TheContractor shall acknowledge this order within five days of receipt.

(g) If the total level of effort specified in paragraph (a) above is not provided by the Contractor during theperiod of this contract, the Contracting Officer, at its sole discretion, shall either (i) reduce the fee of thiscontract as follows:

Fee Reduction = Fee (Required LOE minus Expended LOE divided by Required LOE)

or (ii) subject to the provisions of the clause of this contract entitled "LIMITATION OF COST" (FAR52.232-20) or "LIMITATION OF COST (FACILITIES)" (FAR 52.232-21), as applicable, require theContractor to continue to perform the work until the total number of man hours of direct labor specified inparagraph (a) above shall have been expended, at no increase in the fee of this contract.

(h) The Contractor shall provide and maintain an accounting system, acceptable to the AdministrativeContracting Officer and the Defense Contract Audit Agency (DCAA), which collects costs incurred andeffort (compensated and uncompensated, if any) provided in fulfillment of the level of effort obligations ofthis contract. The Contractor shall indicate on each invoice the total level of effort claimed during the periodcovered by the invoice, separately identifying compensated effort and uncompensated effort, if any.

(i) Within 45 days after completion of the work under each separately identified period of performance



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hereunder, the Contractor shall submit the following information in writing to the Contracting Officer withcopies to the cognizant Contract Administration Office and to the DCAA office to which vouchers aresubmitted: (1) the total number of man hours of direct labor expended during the applicable period; (2) abreakdown of this total showing the number of man hours expended in each direct labor classification andassociated direct and indirect costs; (3) a breakdown of other costs incurred; and (4) the Contractor's estimateof the total allowable cost incurred under the contract for the period. Within 45 days after completion of thework under the contract, the Contractor shall submit, in addition, in the case of a cost underrun; (5) theamount by which the estimated cost of this contract may be reduced to recover excess funds and, in the caseof an underrun in hours specified as the total level of effort; and (6) a calculation of the appropriate feereduction in accordance with this clause. All submissions shall include subcontractor information.

(j) Deleted per Amendment 0001

(k) Notwithstanding any of the provisions in the above paragraphs, the Contractor may furnish man hours upto five percent in excess of the total man hours specified in paragraph (a) above, provided that the additionaleffort is furnished within the term hereof, and provided further that no increase in the estimated cost or fee isrequired.

SECTION H SPECIAL CONTRACT REQUIREMENTS

H-XX NOTIFICATION CONCERNING DETERMINATION OF SMALL BUSINESS SIZE STATUS

For the purposes of FAR clauses 52.219-6, NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE,52.219-3, NOTICE OF TOTAL HUBZONE SET-ASIDE, 52.219-18, NOTIFICATION OFCOMPETITION LIMITED TO ELIGIBLE 8(A) CONCERNS, and 52.219-27 NOTICE OF TOTALSERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE, the determination ofwhether a small business concern is independently owned and operated, not dominant in the field ofoperation in which it is bidding on Government contracts, and qualified as a small business under the sizestandards in this solicitation, and further, meets the definition of a HUBZone small business concern, a smallbusiness concern certified by the SBA for participation in the SBA’s 8(a) program, or a service disabledveteran-owned small business concern, as applicable, shall be based on the status of said concern at the timeof award of the SeaPort-e MACs and as further determined in accordance with Special Contract RequirementH-19.

5252.209-9510 ORGANIZATIONAL CONFLICTS OF INTEREST (NAVAIR) (SERVICES)(OCT 2005)

(a) Purpose. This clause seeks to ensure that the contractor (1) does not obtain an unfair competitiveadvantage over other parties by virtue of its performance of this contract, and (2) is not biased because of itscurrent or planned interests (financial, contractual, organizational or otherwise) that relate to the work underthis contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor (asdefined in paragraph (d)(7)) in the activities covered by this clause.

(1) The restrictions set forth in paragraph (e) apply to supplies, services, and other performance renderedwith respect to the suppliers and/or equipment used in the performance of this contract.

(2) The financial, contractual, organizational and other interests of contractor personnel performing workunder this contract shall be deemed to be the interests of the contractor for the purposes of determining theexistence of an Organizational Conflict of Interest. Any subcontractor that performs any work relative to thiscontract shall be subject to this clause. The contractor agrees to place in each subcontract affected by theseprovisions the necessary language contained in this clause.

(c) Waiver. Any request for waiver of the provisions of this clause shall be submitted in writing to theProcuring Contracting Officer. The request for waiver shall set forth all relevant factors including proposedcontractual safeguards or job procedures to mitigate conflicting roles that might produce an OrganizationalConflict of Interest. No waiver shall be granted by the Government with respect to prohibitions pursuant toaccess to proprietary data.

(d) Definitions. For purposes of application of this clause only, the following definitions are applicable:



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(1) “System” includes system, major component, subassembly or subsystem, project, or item.

(2) “Nondevelopmental items” as defined in FAR 2.101.

(3) “Systems Engineering” (SE) includes, but is not limited to, the activities in FAR 9.505-1(b).

(4) “Technical direction” (TD) includes, but is not limited to, the activities in FAR 9.505-1(b).

(5) “Advisory and Assistance Services” (AAS) are those services acquired from non-governmental sourcesto support or improve agency policy development or decision making; or, to support or improve themanagement of organizations or the operation of hardware systems. Such services may encompassconsulting activities, engineering and technical services, management support services and studies, analysesand evaluations.

(6) “Consultant services” as defined in FAR 31.205-33(a).

(7) “Contractor”, for the purposes of this clause, means the firm signing this contract, its subsidiaries andaffiliates, joint ventures involving the firm, any entity with which the firm may hereafter merge or affiliate,and any other successor or assignee of the firm.

(8) “Affiliates,” means officers or employees of the prime contractor and first tier subcontractors involved inthe program and technical decision-making process concerning this contract.

(9) “Interest” means organizational or financial interest.

(10) “Weapons system supplier” means any prime contractor or first tier subcontractor engaged in, or havinga known prospective interest in the development, production or analysis of any of the weapon systems, aswell as any major component or subassembly of such system.

(e) Contracting restrictions.

[ X ] (1) To the extent the contractor provides systems engineering and/or technical direction for a system orcommodity but does not have overall contractual responsibility for the development, the integration,assembly and checkout (IAC) or the production of the system, the contractor shall not (i) be awarded acontract to supply the system or any of its major components or (ii) be a subcontractor or consultant to asupplier of the system or of its major components. The contractor agrees that it will not supply to theDepartment of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplierof, any system, subsystem, or major component utilized for or in connection with any item or other matterthat is (directly or indirectly) the subject of the systems engineering and/or technical direction or otherservices performed under this contract for a period of 2 years after the date of completion of the contract.(FAR 9.505-1(a))

[ ] (2) To the extent the contractor prepares and furnishes complete specifications coveringnondevelopmental items to be used in a competitive acquisition, the contractor shall not be allowed tofurnish these items either as a prime contractor or subcontractor. This rule applies to the initial productioncontract, for such items plus a specified time period or event. The contractor agrees to prepare completespecifications covering non-developmental items to be used in competitive acquisitions, and the contractoragrees not to be a supplier to the Department of Defense, subcontract supplier, or a consultant to a supplier ofany system or subsystem for which complete specifications were prepared hereunder. The prohibitionrelative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems of theirsubsystems extends for a period of [insert the period of prohibition] after the terms of this contract. (FAR9.505-2(a)(1))

[ X ] (3) To the extent the contractor prepares or assists in preparing a statement of work to be used incompetitively acquiring a system or services or provides material leading directly, predictably and withoutdelay to such a work statement, the contractor may not supply the system, major components thereof or theservices unless the contractor is the sole source, or a participant in the design or development work, or acontractor involved in preparation of the work statement. The contractor agrees to prepare, support thepreparation of or provide material leading directly, predictably and without delay to a work statement to beused in competitive acquisitions, and the contractor agrees not to be a supplier or consultant to a supplier ofany services, systems or subsystems for which the contractor participated in preparing the work statement.The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of anyservices, systems or subsystems extends for a period of 2 years after the terms of this contract. (FAR9.505-2(a)(1))



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[ ] (4) To the extent work to be performed under this contract requires evaluation of offers for products orservices, a contract will not be awarded to a contractor that will evaluate its own offers for products orservices, or those of a competitor, without proper safeguards to ensure objectivity to protect theGovernment’s interests. Contractor agrees to the terms and conditions set forth in the Statement of Work thatare established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3)

[ X ] (5) To the extent work to be performed under this contract requires access to proprietary data of othercompanies, the contractor must enter into agreements with such other companies which set forth proceduresdeemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long asit remains proprietary and (ii) to refrain from using the information for any other purpose other than that forwhich it was furnished. Evidence of such agreement(s) must be made available to the Procuring ContractingOfficer upon request. The contractor shall restrict access to proprietary information to the minimum numberof employees necessary for performance of this contract. Further, the contractor agrees that it will not utilizeproprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) toperform additional services or studies for the United States Government. The contractor agrees to executeagreements with companies furnishing proprietary data in connection with work performed under thiscontract, obligating the contractor to protect such data from unauthorized use or disclosure so long as suchdata remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractorfurther agrees that such proprietary data shall not be used in performing for the Department of Defenseadditional work in the same field as work performed under this contract if such additional work is procuredcompetitively. (FAR 9.505-4(b))

[ X ] (6) Preparation of Statements of Work or Specifications. If the contractor under this contract assistssubstantially in the preparation of a statement of work or specifications, the contractor shall be ineligible toperform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on suchstatement of work or specifications. The contractor shall not incorporate its products or services in suchstatement of work or specifications unless so directed in writing by the Contracting Officer, in which casethe restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply to theDepartment of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplierof, any system, subsystem or major component utilized for or in connection with any item or work statementprepared or other services performed or materials delivered under this contract, and is procured on acompetitive basis, by the Department of Defense with 2 years after completion of work under this contract.The provisions of this clause shall not apply to any system, subsystem, or major component for which thecontractor is the sole source of supply or which it participated in designing or developing. (FAR 9.505-4(b))

[ ] (7) Advisory and Assistance Services (AAS). If the contractor provides AAS services as defined inparagraph (d) of this clause, it shall be ineligible thereafter to participate in any capacity in Governmentcontractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agreesnot to perform similar work for prospective offerors with respect to any such contractual efforts.Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform anysuch work under this contract on any of its products or services, or the products or services of another firmfor which the contractor performs similar work. Nothing in this subparagraph shall preclude the contractorfrom competing for follow-on contracts for AAS.

(f) Remedies. In the event the contractor fails to comply with the provisions of this clause, suchnoncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance isthe result of conflicting financial interest involving contractor personnel performing work under thiscontract, the Government may require the contractor to remove such personnel from performance of workunder this contract. Further, the Government may elect to exercise its right to terminate for default in theevent of such noncompliance. Nothing herein shall prevent the Government from electing any otherappropriate remedies afforded by other provisions of this contract, or statute or regulation.

(g) Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of thiscontract, conditions may change which may give rise to the appearance of a new conflict of interest. In suchan event, the contractor shall disclose to the Government information concerning the new conflict of interest.The contractor shall provide, as a minimum, the following information:

(1) a description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporaterestructuring, new first-tier subcontractor(s), new contract) and identity of parties involved;

(2) a description of the work to be performed;



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(3) the dollar amount;

(4) the period of performance; and

(5) a description of the contractor’s internal controls and planned actions, to avoid any potentialorganizational conflict of interest.

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 anadministrative leave determination that applies to the using activity, such time may be charged to the contractas a direct cost provided such charges are consistent with the contractor’s accounting practices. In the eventthat any of the above holidays occur on a Saturday or Sunday, then such holiday shall be observed as theyare by the assigned Government employees at the using activity.

5252.232-9509 REIMBURSEMENT OF TRAVEL, PER DIEM, AND SPECIAL MATERIAL COSTS(NAVAIR) (MAR 2000)

(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 itspersonnel. 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 shallobtain 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 thecontractor in performance of the contract in accordance with FAR Subpart 31.2. Travel required for tasksassigned under this contract shall be governed in accordance with: Federal Travel Regulations, prescribed bythe 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 ofDefense, for travel in Alaska, Hawaii, The Commonwealth of Puerto Rico, and territories and possessions ofthe United States (hereinafter JTR); and Standardized Regulations (Government Civilians, Foreign Areas),Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas," prescribed by the Department ofState, 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’soffice whenever a task assignment requires work to be accomplished at a temporary alternate worksite. Notravel 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 themetropolitan area in which the tasks are being performed. Travel performed for personal convenience, inconjunction with personal recreation, or daily travel to and from work at the contractor’s facility will not bereimbursed.

(1) For travel costs other than described in paragraph (c) above, the contractor shall be paid on the basis ofactual amount paid to the extent that such travel is necessary for the performance of services under thecontract and is authorized by the COR in writing.

(2) When transportation by privately owned conveyance is authorized, the contractor shall be paid on amileage basis not to exceed the applicable Government transportation rate as contained in the FTR, JTR orSR. 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 commensuratewith the requirements of the mission as set forth in the basic contract and in accordance with food trafficmanagement 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 economicalaccomplishment 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 forauthorized travel. In no event will such payments exceed the rates of common carriers.



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(d) Vehicle and/or Truck Rentals. The contractor shall be reimbursed for actual rental/lease of specialvehicles and/or trucks (i.e., of a type not normally used by the contractor in the conduct of its business) onlyif authorized in the basic contract or upon approval by the COR. Reimbursement of such rental shall be madebased on actual amounts paid by the contractor. Use of rental/lease costs of vehicles and/or trucks that are ofa 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 authorizedin the basic contract or upon approval by the COR, when the services are required to be performed beyondthe normal commuting distance form the contractor’s facilities. Car rental for a team on TDY at one site willbe allowed for a minimum of four (4) persons per car, provided that such number or greater comprise theTDY team.

(f) Per Diem. The contractor shall not be paid for per diem for contractor personnel who reside in themetropolitan areas in which the tasks are being performed. Per Diem shall not be paid on services performedwithin a fifty-mile radius of the contractor’s home office or the contractor’s local office. Per Diem isauthorized for contractor personnel beyond a fifty-mile radius of the contractor’s home or local officeswhenever a task assigned requires work to be done at a temporary alternate worksite. Per Diem shall be paidto the contractor only to the extent that overnight stay is necessary and authorized under this contract. Theauthorized per diem rate shall be the same as the prevailing per diem in the worksite locality. These rates willbe 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 providesupporting documentation for per diem expenses as evidence of actual payment.

(g) Shipboard Stays. Whenever work assignments require temporary duty aboard a Government ship, thecontractor will be reimbursed at the per diem rates identified in paragraph C8101.2C or C81181.3B(6) of theDepartment of Defense Joint Travel Regulations, Volume II.

(h) Special Material. “Special material” includes only the costs of material, supplies, or services which ispeculiar to the ordered data and which is not suitable for use in the course of the contractor’s normalbusiness. It shall be furnished pursuant to specific authorization approved by the COR. The contractor willbe required to support all material costs claimed by its costs less any applicable discounts. “Specialmaterials” include, but are not limited to, graphic reproduction expenses, or technical illustrative or designrequirements needing special processing.

5252.242-9515 RESTRICTION ON THE DIRECT CHARGING OF MATERIAL (NAVAIR) (JUL 1998)

(a) The term “material” includes supplies, materials, parts, equipment, hardware, and InformationTechnology (IT) resources including equipment, services and software. This is a service contract and theprocurement of material of any kind that are not incidental to and necessary for contract performance may bedetermined to be unallowable costs pursuant to FAR Part 31. No materials may be acquired under thecontract without the prior written authorization of the Contracting Officer’s Representative (COR). ITresources may not be procured under the material line item of this contract unless the approvals required byDepartment of Defense purchasing procedures have been obtained. Any material provided by the contractoris subject to the requirements of the Federal Acquisition Regulation (FAR), the Defense Federal AcquisitionRegulation Supplement (DFARS), and applicable Department of the Navy regulations and instructions.

(b) Prior written approval of the COR shall be required for all purchases of materials. If the contractor’sproposal submitted for a task order includes a list of materials with associated prices, then the COR’sacceptance of the contractor’s proposal shall constitute written approval of those purchases.

(c) The costs of general purpose business expenses required for the conduct of the contractor’s normalbusiness operations will not be considered an allowable direct cost in the performance of this contract.General purpose business expenses include, but are not limited to, the cost for items such as telephones andtelephone charges, reproduction machines, word processing equipment, personal computers and other officeequipment and office supplies.



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SECTION I CONTRACT CLAUSES

CLAUSES INCORPORATED BY REFERENCE

52.216-8 -- FIXED FEE (MAR 1997)

CLAUSES INCORPORATED BY FULL TEXT

52.219-6 -- NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE. (JUNE 2003)

(a) Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, thatis independently owned and operated, not dominant in the field of operation in which it is bidding onGovernment contracts, and qualified as a small business under the size standards in this solicitation.

(b) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not smallbusiness concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(c) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing thecontract, only end items manufactured or produced by small business concerns in the United States or itsoutlying areas. If this procurement is processed under simplified acquisition procedures and the total amountof this contract does not exceed $25,000, a small business concern may furnish the product of any domesticfirm. This paragraph does not apply to construction or service contracts.



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SECTION J LIST OF ATTACHMENTS

Attachment 1 - Performance Metrics

Attachment 2 - Statement of Objectives

Attachment 3 - Task Order Manager (TOM) Appointment Letter

Attachment 4 - NMCI Approval Form Blank

Exhibits A through F - Contract Data Requirements List (CDRL)



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