118 E. Columbia River Way

Form PUF-74-081 Uniform Contract Format (Rev 1)

Uniform Contract Format Template Guidelines

Items highlighted in yellow are to be CHANGED or DELETED

For the IDIQ Purchase Contract, THE ITEMS HIGHLIGHTED IN LIGHT BLUE ARE TO BE REMOVED OR OTHERWISE CHANGED WHEN THE PURCHASE CONTRACT/AGREEMENT IS AWARDED - OTHER CHANGES WILL BE NECESSARY TO ADJUST TO A PURCHASE CONTRACT LANGUAGE

ONCE THE TEMPLATE IS COMPLETE, REMOVE ALL HIGHLIGHTED FORMATTING.

THIS TABLE SHOULD BE DELETED AFTER COMPLETING YOUR CONTRACT!

Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited. Number: XX-XXXXX (Rev 1)

Insitu Inc. 118 E. Columbia River Way Bingen, WA 98605

SOLICITATION FOR (COMPETITIVE or NONCOMPETITIVE) PROPOSAL LONG TERM PURCHASE CONTRACT INDEFINITE DELIVERY / INDEFINITE QUANTITY (IDIQ)

FOR (Complete Title of Procurement Here) Solicitation (or Purchase Contract) Number: (Number Here)……..

WARNING! INFORMATION SUBJECT TO EXPORT CONTROL LAWS

This document may contain information subject to the International Traffic in Arms Regulation (ITAR) or the Export Administration Regulation (EAR) of 1979, which shall not be exported, released, or disclosed to foreign nationals inside or outside the United States without first obtaining an export license. A violation of the ITAR or EAR shall be subject to a penalty of up to ten-(10) year’s imprisonment and fine of $1,000,000 under 22 U.S.C. 2778 or Section 2410 of the Export Administration Act of 1979. Include this notice with any reproduced portion of this document. Insitu Proprietary Data

Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

of 32 Number: XX-XXXXX (Rev 1)

TABLE OF CONTENTS 1.0 PART 1 – SCHEDULE 5 1.1 Solicitation / Purchase Contract...... 5 1.1.1 Purpose...... 5 1.1.2 Solicitation Number...... 5 1.1.3 Issuing Activity...... 5 1.1.4 Insitu Contact...... 5 1.1.5 Date of Issuance...... 5 1.1.6 Proposal Through Definitization Schedule...... 5 1.1.7 Offeror General Information...... 6 1.1.8 Proposal Delivery Address...... 6 1.2 Supplies, Services, and Prices...... 6 1.2.1 Description / List of Supplies or Services and Prices:...... 6 1.2.2 Purchase Contract Financial Type...... 6 1.2.3 WBS or Line Items...... 8 1.2.4 WBS or Line Item Numbers as Applicable...... 8 1.3 Descriptions / Specifications...... 8 1.3.1 Statement of Work...... 8 1.3.2 Specifications...... 8 1.3.3 Drawings...... 8 1.3.4 Special Business Provisions...... 8 1.4 Packaging and Marking...... 8 1.4.1 Requirements...... 8 1.5 Inspection and Acceptance...... 8 1.5.1 Inspection & Acceptance shall be accomplished and recorded as provided in:...... 9 1.6 Deliveries or Performance...... 9 1.6.1 Delivery or Performance Schedules...... 9 1.6.2 Delivery Address...... 9 1.6.3 Delivery FOB...... 9 1.7 Purchase Contract Administration Data...... 9 1.7.1 Authorized Insitu Agent to Make Commitments in Procurement...... 9 1.7.2 Award...... 10 1.7.3 Invoicing...... 10

of 32 Number: XX-XXXXX (Rev 1) 1.7.4 Payments...... 11 1.7.5 Period of Performance...... 12 1.7.6 Price and/or Funding Profile...... 12 1.7.7 Defense Priorities & Allocation Systems (DPAS)...... 12 1.8 Special Purchase Contract Provisions...... 12 1.8.1 Indefinite Delivery-Indefinite Quantity (IDIQ) Provisions...... 12 1.8.2 Supplier Request for Engineering Assistance...... 13 1.8.3 Managing Proprietary Data...... 14 1.8.4 Patent / Royalty Issues...... 15 1.8.5 Special Delivery Provisions...... 15 1.8.6 Government and Insitu Furnished Equipment and Property...... 15 1.8.7 Security Requirements...... 16 1.8.8 Changes...... 16 1.8.9 Value Engineering...... 16 1.8.10 Small Business Subcontracting Plan...... 17 2.0 PART 2 - PURCHASE CONTRACT CLAUSES 17 2.1 Prime Contract Flow-Down Clauses...... 17 3.0 PART 3 – LIST OF DOCUMENT, EXHIBITS, AND OTHER ATTACHMENTS 19 4.0 REPRESENTATIONS AND PROPOSAL INSTRUCTIONS 21 4.1 Representations and Certifications...... 21 4.1.1 Representations and Certifications Requirements...... 21 4.2 Proposal Instructions...... 21 4.2.1 Administrative / Overall Proposal Requirements...... 22 4.2.2 Special Proposal Conditions...... 23 4.2.3 Volume I – Management Approach...... 24 4.2.4 Volume II – Technical Approach...... 24 4.2.5 Volume III – Cost & Pricing...... 25 4.2.6 Volume IV - Past Performance (Competitive Procurement Only)...... 29 4.3 Evaluation Factors for Award...... 29 4.3.1 Weighting Factors...... 29 4.3.2 Post-Award Debrief...... 30 4.3.3 Protests Against Award...... 30

of 32 Number: XX-XXXXX (Rev 1) PART 1 – SCHEDULE

Solicitation / Purchase Contract Purpose This solicitation is for a proposal to award an Indefinite Delivery / Indefinite Quantity Long Term Agreement to provide for (Brief description of supplies or services) ______Solicitation Number RFP Number - P.O. 05XXXX, Please use this number in all correspondence and responses related to this PURCHASE CONTRACT. Issuing Activity Insitu, Inc. 118 E. Columbia River Way Bingen, WA 98605 Insitu Contact Name: ______Organization - SM&P – Only the named person above or another authorized SM&P representative has authority to act in behalf of Insitu for this procurement action. Title: ______Phone No.: ______Date of Issuance This solicitation / legally binding purchase contract, is issued and effective as of (DATE) ______

Proposal Through Definitization Schedule Solicitation through Definitization Schedule Dates: (As Applicable)

1) Solicitation Issue - ______

2) Supplier Conference / Q & A - ______

3) Proposal Due Date - ______(COB)

4) Insitu Compliance Review Complete ______

5) Fact-Finding @ Offeror’s Facility(ies) ______

6) Proposal Evaluation ______

7) Negotiations ______

8) Proposal Award ______(COB)

9) Purchase Contract Definitization ______(COB)

of 32 Number: XX-XXXXX (Rev 1) Offeror General Information This solicitation is for an (FFP, CPFF, T&M, pick the right one & add the words for the acronym) Indefinite Delivery / Indefinite Quantity (ID/IQ) Purchase contract. It features a basis for Insitu issuing and receiving supplies or services using one or more purchase orders for of defined products or services over a specified period of time. Prices, or a method to establish prices in extenuating circumstances, are to be established in the purchase contract. A minimum buy quantity (or Dollar Value) is provided, and a maximum buy quantity (or Dollar Value) may be established to suit the limited capabilities of the offeror). Depending upon tactical or strategic considerations, Insitu may engage in an IDIQ purchase contract for the same product(s) or service(s) with more than one supplier. The offeror’s proposal will be evaluated for award in comparison with other offerors and for price reasonableness as well as for management, technical, past performance, price reasonableness and realism - Therefore, your proposal must be compliant to this solicitation to ensure an equitable evaluation - Non- compliant proposals are subject to disqualification. (OR, AS APPLICABLE -)

Offeror’s proposal will be evaluated for compliance with requirements to provide compelling written rationale and appropriate data to support your proposed technical, management, cost, and fee - Non-compliant proposals are subject to disqualification. Insitu reserves the right to issue amendments to this solicitation, extend dates, and to terminate it. The offeror shall provide their address and contact information with its response to this solicitation. Proposal Delivery Address The offeror’s proposal delivery address shall be submitted to the Insitu point of contact provided in paragraph 1.1.4 above - It must include the solicitation number and title of for identification.

Supplies, Services, and Prices Description / List of Supplies or Services and Prices: (Provide a summary of the supplies and/or services to be provided on a resulting agreement and cite) PART 3, Attachment 1, “List of Services, Supplies & Prices,” provides more details of the supplies / services for this purchase contract / agreement. (NOTE: If only 1 to 4 Items are being purchased, they can be provided here - Including contracted price). Purchase Contract Financial Type

of 32 Number: XX-XXXXX (Rev 1) The following is the financial type for this Purchase contract: (Remove the inapplicable financial types below)

Firm Fixed Price (FFP) - Provides for an agreed to fixed price, notwithstanding cost or profit, for the delivery of a product or service.

Fixed Price w/Progress Payments (FFP-PP) - Provides for an agreed to fixed price, notwithstanding cost or profit, for the completion of identified milestones during the performance of a purchase of a purchase contract effort. The milestones and payment amounts for this purchase contract are:

(Provide a list of progress milestone descriptions and spaces for prices here, or, provide that the offeror should propose appropriate milestones.)

Fixed Price w/Performance Payments - Provides for an agreed-to times when incurred costs, based upon a reliable accounting provided by the supplier, are incurred.

Fixed Price Incentive - Provides for an agreed to price, showing cost and profit, with maximum profit dollars added according to a cost/profit share ratio, if the supplier’s cost is less than estimated, and the overall price to Insitu is less.

Fixed Price Re-determinable - Provides for an agreed to price with a provision to evaluate the cost of one or more items/tasks where it’s cost is significant but impossible to accurately predict - That item or service is evaluated after it is incurred and the total purchase contract Fixed price is re-determined accordingly.

Cost-Plus Fixed Fee (CPFF) - Provides for an agreed-to cost ceiling, and a fixed fee; both to be reimbursed during the course of the purchase contract.

Cost-Plus Incentive Fee - Provides for an agreed-to cost ceiling, and a provisional fee that is adjusted up or down, using a share ratio, according to the supplier’s ability to manage cost. The cost and a portion of the provisional fee are reimbursed curing the course of the purchase contract.

Cost Plus Award Fee - Provides for an agreed-to cost ceiling and a provisional fee that is adjusted up or down according to the supplier’s ability to meet pre- determined & priced performance criteria during the course of the purchase contract.

Cost - Provides for reimbursement of incurred cost up to an agreed to cost ceiling during the course of a purchase contract - It does not allow for reimbursement of cost without limits.

Time and Material - Provides for reimbursement of incurred labor hours based on previously agreed-to rates, and incurred material costs. The labor rates include Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

of 32 Number: XX-XXXXX (Rev 1) direct, overhead, G&A, and Fee. Incurred material cost is direct and material holding cost only. A ceiling amount is provided for all or each labor category, and for material. See PART 3 Attachment 24, “Applicable T&M Labor Rates.”

Labor Hour - Provides for reimbursement of incurred labor hours based on previously agreed-to rates, and incurred material costs. The labor rates include direct, overhead, G&A, and Fee. See PART 3 Attachment 24, “Applicable T&M Labor Rates.”

WBS or Line Items The work breakdown structure or line items are provided in PART 3 Attachment 2, “Work Breakdown Structure (WBS)/Supplier Line Items” of this PURCHASE CONTRACT. These shall be individually cost or priced in accordance with the instructions provided in Section 4.0 of this PURCHASE CONTRACT. WBS or Line Item Numbers as Applicable Provided in PART 3 Attachment 1, “List of Services, Supplies, & Prices.”

Descriptions / Specifications Statement of Work A statement of work is provided in PART 3 Attachment 4, “Statement(s) of Work” of this PURCHASE CONTRACT. It provides the essential information required for a supplier to provide acceptable supplies and or services. This(these) document(s) provide(s) as much detail as possible to ensure that satisfaction of the required form, fit, function, reliability, maintainability, and performance in any Insitu-purchased item or service.. The supplier must perform according to the descriptions, standards, tasks, and other requirements to ensure satisfactory results. The absence of a statement work provided means that cited attached drawings, specifications, standards, are effectively statements of work. Specifications Specifications not provided in PART 3 Attachment 4, “Statement(s) of Work” are provided in PART 3 Attachments 6, “Functional Product Specifications;” 7, “Performance Requirements &/or Specifications;” and 10, “Test Requirements/Specifications” of this PURCHASE CONTRACT, and are complementary to the Statement of work provided and are thusly required. Drawings Applicable drawings are provided in PART 3 Attachment 5, “Applicable Drawings.” Special Business Provisions Special Business Provisions - Special requirements regarding qualifications, capabilities, and standards required to successfully perform this purchase

of 32 Number: XX-XXXXX (Rev 1) contract are provided as PART 3 Attachment 33, “Special Business Provisions.”

Inspection and Acceptance Inspection & Acceptance shall be accomplished and recorded as provided in: (Remove the inapplicable documents types below and add special documents required.) “Statement(s) of Work,” Attachment 4 “Applicable Drawings,” Attachment 5 “Functional Product Specifications,” Attachment 6 “Performance Requirements &/or Specifications,” Attachment 7 “GERBER Files,” Attachment 9 “Test Requirements / Specifications,” Attachment 10 “Work Instructions,” Attachment 11 “Instructions for Proprietary Parts,” Attachment 12 “Supplier Quality Requirements, QAQ-82-001,” Attachment 18 “First Article Inspection Report Forms, QAF-82-005,” Attachment 19 “Insitu General Provisions -Purchase Orders (GP-PO),” Attachment 22

Deliveries or Performance Delivery or Performance Schedules Delivery or performance schedules and milestones are provided in PART 3 Attachment 3, “Deliveries and/or Performance Schedule.” Delivery Address The Delivery address for the supplies and/or service for this purchase contract is: (Remove the inapplicable address or add the correct address if different – Such as in a drop-ship to another supplier!) Insitu, Inc. 118 E. Columbia River Way Bingen, WA 98605

Insitu, Inc. 901 E. Bingen Point Way Bingen, WA 98605

Purchase Contract Administration Data Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

of 32 Number: XX-XXXXX (Rev 1) Authorized Insitu Agent to Make Commitments in Procurement The offeror’s contact with Insitu relevant to this solicitation and its contents is restricted to Insitu Supplier Management & Procurement (SM&P). The point of contact is provided in paragraph 1.1.4 above. This is the only person authorized to provide instructions or directions to potential offerors regarding this solicitation. SM&P management may assign other individuals by email, phone call, or mail, if there is a change. Award Unless this is a “Rated” order under the “Defense Priorities & Allocations System” (DPAS), the supplier shall provide written acknowledgement of this Purchase Contract within five (5) working days after award. Invoicing Invoices shall be provided to Insitu by – Email @: [email protected] or U.S. Mail to: Insitu, Inc. Accounts Payable Dept. 118 East Columbia River Way Bingen, WA, USA 98605 General invoicing information required by Insitu for prompt payment is provided in PART 3 Attachment 13, “Invoicing Instructions,” Attachment 22, “Insitu General Provisions – Purchase Orders (GP-PO),” and paragraph 1.6.4, "Payments.” Invoicing - Timing and purchase contract specific invoicing is pursuant to the financial type expected in the anticipated purchase order; which is as follows: (Remove the inapplicable invoicing instructions for the expected financial type of this) Firm Fixed Price (FFP) - Invoice upon delivery of supplies or completion of the service.

Fixed Price w/Progress Payments (FFP-PP) - Invoice for the completion of the following milestones during the performance of this purchase contract, as follows:

Milestone #1: (Description) (Dollar Value) Milestone #2: (Description) (Dollar Value) Milestone #3: (Description) (Dollar Value) Milestone ETC: Milestone #4: Final Delivery or Completion

of 32 Number: XX-XXXXX (Rev 1) Fixed Price w/Performance Payments - Invoice weekly, every two weeks, monthly, 2 months, provided with a verifiable cost report showing direct and indirect cost for labor, material, ODC, and profit.

Fixed Price Incentive - Invoice upon delivery of supplies or completion of the service. Invoice amount shall adjusted from original agreed-to prices based upon accounting verification of incurred costs according to a share 75/25 (Insitu/Supplier) share ratio on the agreed to profit. For Example:

Agreed-to Cost = $100,000.00 Agreed-to Profit = $ 10,000.00 Agreed-to FFP Price = $110,000.00 Share Ratio 75% for Insitu, 25% for supplier

Actual Incurred Cost = $90,000.00, A reduction of 10% (or $10,000.00)

Profit Share Insitu: $6,750.00 Savings w/total price $96,750.00

Profit Share Supplier: $2,250.00 additional profit for total Profit of $12,250.00 instead of $10,000.00.

Fixed Price Re-determinable - Invoice upon delivery of product or service adjusted upon accounting verification of the incurred cost for (describe particular adjustable item or service here) - The profit shall remain the same as the agreed to fixed price.

Cost-Plus Fixed Fee (CPFF) - Invoicing (monthly, bi-weekly) provided verifiable cost report showing direct and indirect cost for labor, material, ODC, and fee compared with a spending plan by milestone. 15% of Fee shall be withheld pending purchase contract closure.

Cost-Plus Incentive Fee - Invoicing (monthly, bi-weekly) provided verifiable cost report showing direct and indirect cost for labor, material, ODC, and profit compared with a spending plan by milestone. 75/25 share ratio to be adjusted at completion of the purchase-contract effort. 15% of fee shall be withheld pending purchase contract closure.

Cost Plus Award Fee - Invoicing (monthly, bi-weekly) provided verifiable cost report showing direct and indirect cost for labor, material, ODC, and profit compared with a spending plan by milestone. Also, provide a recommended award fee with a narrative for the amount in accordance with PART 3 Attachment 8, “Schedule of Award Fee.”

Cost Reimbursement - Invoicing (monthly, bi-weekly) provided verifiable cost report showing direct and indirect cost for labor, material, and ODC

of 32 Number: XX-XXXXX (Rev 1) compared with a spending plan by milestone - It does not allow for profit no reimbursement of cost beyond the cost ceiling of the purchase contract.

Time and Material - Invoicing (monthly, bi-weekly) provided verifiable cost report showing labor hours priced at the negotiated labor rate and material cost with material handling (with no overhead, G&A, and fee.) See PART 3, Attachment 23, “Applicable T&M Labor Rates.”

Labor Hour - Provides for reimbursement of incurred labor hours based on previously agreed-to rates. The labor rates include direct, overhead, G&A, and Fee. See PART 3, Attachment 24, “Applicable T&M Labor Rates.”

Payments Insitu shall pay the supplier within 35 calendar days after receipt of invoice to the address provided on the supplier’s invoice, provided all information required by PART 3 Attachment 13, “Invoicing Instructions” and Attachment 22, “Insitu General Provisions - Purchase Orders (GP-PO)” (sections 4 “Payments” & 7 “Acceptance and Rejection”), are provided. Period of Performance Insitu expects the period of performance for this effort to be 3 years. The expected start date isClick here to enter a date.. (OR, if this is not an IDIQ/ID/or BPA,) The expected start date is Click here to enter a date.and delivery within 75 days after purchase contract/ purchase order award. Price and/or Funding Profile The prices, fees, and/or ceiling values in PART 3 Attachment 1, “List of Services, Supplies & Prices,” are applicable to this purchase contract. Costs, price, or rates are provided for the period (quarterly, annually, etc.) when the supplies or services may be provided. (The following DPAS requirements shall be deleted if not applicable as provided by a Prime Contract) Defense Priorities & Allocation Systems (DPAS) This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 CFR 700). (Select whichever of the two below that is applicable and remove the non- applicable!)

of 32 Number: XX-XXXXX (Rev 1) This is a DO-Rated purchase contract - Delivery of supplier’s product or service takes preference over all unrated orders as authorized by the President of the United States and is subject to the provisions of the Defense Priority and Allocation System Regulation (15 CFR 700). * The supplier has fifteen (15) days to accept or reject a DPAS DO- rating on a purchase order or change order against this purchase contract. OR - - -

This is a DX-Rated procurement - Delivery of supplier’s product or service takes preference over all DO rated and unrated orders as authorized by the President of the United States and is subject to the provisions of the Defense Priority and Allocation System Regulation (15 CFR 700). *The supplier has ten (10) days to accept or reject a DPAS DX-rated purchase order or a change order against this purchase contract.

Special Purchase Contract Provisions Indefinite Delivery-Indefinite Quantity (IDIQ) Provisions Ordering

1) Any supplies and services to be furnished under this purchase contract shall be ordered by issuance of delivery orders or task orders by Insitu. Such orders may be issued from ______through ______[insert dates- Typically from issuing of the IDIQ but may be adjusted to suit minimum buy requirements]

2) All delivery orders or task orders are subject to the terms and conditions of this purchase contract. In the event of conflict between a delivery order or task order and this contract, the contract shall take precedence.

3) If mailed, a delivery order or task order from Insitu is considered “issued” when Insitu deposits the order in the mail.

4) An order may be place orally but must be followed up within 24 hours with a written purchase order.

Non-Insitu authorized buyers (Use this only if it is an IDIQ/ID/ or BPA)

1) Besides Insitu, Inc., the following organizations are authorized to place orders against this Purchase contract: (List companies, addresses, Names, titles, and Phone numbers for other authorize buyers (Insitu Suppliers here)) Order quantities

1) Minimum order - Insitu and other authorized buyer above are obligated to order supplies or services for line items ______(list applicable line items here) covered by this agreement in a minimum amount of ______[insert MINIMUM dollar figure or MINIMUM quantity]. Insitu is not obligated to purchase supplies or services covered by this agreement Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

of 32 Number: XX-XXXXX (Rev 1) greater than the (se) minimum quantity (ies).

2) Maximum order (only if applicable). The supplier is not obligated to honor:

a) Any single order for a single item in excess of ______[insert dollar figure or quantity per supply and service] per order;

b) Any order for a combination of items in excess of ______[insert dollar figure or quantity]; or

c) A series of orders from the same ordering office or other ordering offices within ______days that together call for quantities exceeding the limitation in paragraph (b) (1) or (2) of this section.

3) Notwithstanding above paragraph, the supplier may choose not to honor any order exceeding the maximum order limitations providing that order (or orders) is returned to the ordering office within _____ days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for, and the reasons. Upon receiving this notice, Insitu may acquire the supplies or services from another source. Supplier Request for Engineering Assistance The supplier may propose changes to designs or other technical requirements. Such changes may be applied against the following:

1) Insitu prescribed specifications (e.g. Functional Product Spec (FPS), drawings, Interface Control Document (ICD), etc.)

4) Vendor controlled specifications on non-commodity parts

5) Processes and manufacturing instructions

6) Component end of life issues

7) Other engineering-related issues that affect the supplier’s ability to accomplish the form, fit, function, and performance according to the existing purchase contract requirements. Such proposal shall be provided to the assigned Insitu buyer using the form provided in PART 3 Attachment 20, “Supplier Request for Engineering Assistance PUF- 73-001.” This request should be accompanied with relevant documentation to support the proposal, such as:

1) A markup of the latest approved drawing/document with the requested changes.

8) Cost benefit analysis and relevant timing considerations.

9) Other supporting information and data such as test results, specific design variances, actual measurements, historical records, or other technical data as appropriate.

of 32 Number: XX-XXXXX (Rev 1) Note: The supplier shall NOT implement any design changes until formal approval for such changes has been authorized by the authorized Insitu SM&P representative provided in paragraph 1.1.4 above.

Managing Proprietary Data Insitu “Mutual Proprietary Agreement” is an agreement between Insitu and the supplier to protect each party’s proprietary data has been executed on (Click here to enter a date.) and is incorporated into this Purchase Agreement/Contract in PART 3 Attachment 32, “Mutual Proprietary Information Agreement.” Insitu Proprietary Data

1) General - Information associated with this Request for Proposal (RFP) is proprietary to Insitu. Any dissemination of data within the Offeror’s organization must be on a strict need to know basis. Any dissemination of data external to the Offeror’s organization, not including sub-tier suppliers, requires a “Permission to Disclose” consent letter from the Insitu authorized buyer in paragraph 1.1.4 above. Sub-tier supplier for this effort shall have access to such data in accordance with Insitu’s GP-PO, paragraph 17.

10) Post-solicitation/Purchase Contract disposal - After completion of the solicitation process or all work on a purchase contract, all drawings, specifications, statements of work, etc. included herein, shall be returned to the Insitu or destroyed within fourteen (14) calendar days as instructed by the Insitu buyer named in paragraph 1.1.4, unless instructed otherwise.

11) If, in a solicitation, an offeror is notified of an unsuccessful bid, these documents shall be destroyed immediately. In either case, the offeror shall provide Insitu written confirmation that such proprietary data has been disposed accordingly. Managing Offeror Proprietary Data

1) General - Information provided to Insitu that is associated with a supplier’s proposal, bid, or purchase contract action not belonging to Insitu, and is proprietary to the supplier; shall be marked accordingly. Any dissemination of data external to the Offeror’s organization, not including sub-tier suppliers, requires a “Permission to Disclose” consent letter from the Insitu authorized buyer provided in paragraph 1.1.4. Sub-tier supplier for this effort shall have access to such data in accordance with Insitu’s GP-PO, paragraph 17.

12) Post-solicitation / purchase contract disposal - After completion of the solicitation process or all work on a purchase contract, all drawings, specifications, statements of work, etc. included herein, shall be returned to unsuccessful offerors or the awarded offeror. An exception is those documents required to support the solicitation effort and purchase contract management; within fourteen (14) calendar days as instructed by the offeror, unless otherwise instructed. Special Delivery Provisions

of 32 Number: XX-XXXXX (Rev 1) (Provide Special Delivery Provisions as applicable - Or mark “Not Applicable” if such is the case) Government and Insitu Furnished Equipment and Property Indemnification, Insurance, and protection of Government – Furnished property - The supplier shall indemnify Insitu against all adverse actions and liabilities against the care and maintenance of Government furnished property to the Supplier in accordance with PART 3 Attachment 22, “Insitu General Provisions - Purchase Orders (GP-PO),” paragraph 15. The supplier shall provide for the care, use, maintenance, storage, shipment, of any Government and Insitu furnished property for the performance of this contract in the spirit and intent provided in FAR Part 45, “Government Property.” Operation and Maintenance manuals shall be provided to the supplier for this purpose. The list of Government Property to be provided to the supplier for the performance of this agreement is provided in PART 3 Attachment 30, “List of Government Furnished Property.” The Insitu Property to be provided to the supplier for the performance of this agreement is provided in PART 3 Attachment 29, “List of Insitu Furnished Property.” Security Requirements See PART 3 Attachment 31, “Department of Defense Contract Security Classification Specification, DD FORM 254” for U.S. Government Security Requirement. (Or note “NOT Applicable”)

Value Engineering

Value Engineering Proposal (VECP) (Provided ONLY if the total agreement value is expected to exceed the simplified acquisition threshold, currently $150K; or if there is evidence to support potential savings.)

1) During the course of the contracted effort, the supplier is encouraged to develop and suggest methods for performing more economically and share in any resulting savings; provided essential functions or characteristics of the supplies or services are not impaired and does not cause an increase in cost to Insitu. For example, if, in a previously priced item or service, the supplier reduces cost of a $5,000.00 an item, or service to $4,000.00 for a savings of $1,000.00 in a 50/50 arrangement, Insitu’s cost is reduced to $4,500.00 and the supplier gets an added fee/profit of $500.00 per item or service. The savings in this agreement may be on the existing purchase agreement and future agreements.

13) The savings must be the result of a change in process, cost of resources, changes in design that do not affect form, fit, function or performance.

14) Sharing period and sharing ration for this agreement is as follows: The sharing period for this effort is (Cite No. Years - NMT 3 years) Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

of 32 Number: XX-XXXXX (Rev 1) ______. The Sharing Ratio for this effort is (Cite percentage sharing, Insitu/Supplier, in percent) ______.

15) The purpose and intent of FAR Clause 52.248.-1, “Value Engineering” applies to this agreement. Small Business Subcontracting Plan

1) If the estimated value of subcontracts under of this purchase contract / agreement exceeds the simplified acquisition threshold, the supplier agrees that small business, veteran-owned small business, service-disabled veteran- owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns will have the maximum practicable opportunity to participate in subcontract performance that is consistent with their capabilities. The supplier shall establish procedures to ensure the timely payment of amounts due pursuant to the terms with the above small business concerns

16) Unless an Exemption applies, a “Small Business Subcontracting Plan” is required per FAR 19.702, that assures maximum opportunity for small/disadvantaged businesses to participate in the performance of this subcontract in accordance with the Small Business Act [15 U.S.C.637(d).] (Provided by the offeror if the total agreement / contracted value is expected to exceed $700,000.00 and meets the statutory requirement of FAR 19.702.)

PART 2 - PURCHASE CONTRACT CLAUSES Prime Contract Flow-Down Clauses The following Contract Clauses are required by either Public Law, the Federal Acquisition Regulations, or this purchase agreement, or all of these:

1) Prime Contract Flow-Down Clauses in PART 3 Attachment 25, “Prime Contract Flow Down Clauses from Customer,”

17) Insitu General Provisions for Purchase Orders (GP-PO), Seller and Buyer general provisions that apply to this agreement are is provided in PART 3 Attachment 22, “Insitu General Provisions – Purchase Orders (GP-PO),”

18) Federal Acquisition Regulations, FAR 52.215-1,” Alternate I, Competitive Acquisition, Post Award Discussions” Provides for discussion after a supplier is selected in a competitive acquisition,

19) Federal Acquisition Regulations, FAR 52.215-1, Alternate II, “Accepting Alternate Proposals”

20) Federal Acquisition Regulations, FAR 52.215–2, “Audit & Records – Negotiation” (10 U.S.C. 2313, 41 U.S.C. 254d

21) Cost Accounting Standards. The following cost accounting standards apply to this solicitation/contract: (Pick one or more below as appropriate - See FAR 30.201-3 & -4 for application)

d) FAR 52.230-1, “Cost Accounting Standards Notices and Certification”, in solicitations for proposed contracts subject to CAS as specified in 48 CFR 9903.201

e) FAR 52.230-2, “Cost Accounting Standards” - “Cost Accounting Standards” - Disclosure

f) FAR 52.230-3, “Disclosure and Consistency of Cost Accounting Practices” - Over $700K & Under $50M

g) FAR 52.230-4, “Disclosure and Consistency of Cost Accounting Practices—Foreign Concerns”

h) FAR 52.230-5, “Cost Accounting Standards—Educational Institution” – Disclose, in writing, cost accounting practices

i) FAR 52.230-6, “Administration of Cost Accounting Standards” – Submit to Insitu a description of any cost accounting practice change”

j) FAR 52.230-7, Proposal Disclosure, “Cost Accounting Practice Changes”

22) FAR 52.222-24, Pre-award On-Site Equal Opportunity Compliance Evaluation (Per FAR 22.810(c).

23) Federal Acquisition Regulations, FAR 48.0, “Value Engineering”

24) Clause for Purchase contract Financial Type The following is the FAR clause that provides the purpose and intent for managing the agreement financial type of this purchase contract: (Substitute “contracting officer” with Insitu Buyer and “contactor or subcontractor” with Supplier) (Pick the applicable from the following)

Firm-Fixed Price Contract – FAR 16.202, “Fixed Price Contracts” Fixed Price w/Progress FAR 32.5, “Progress Payments Based on Payments - Costs” FAR 52.232.13, “Notice of Progress Payments” Fixed Price w/Performance FAR 32.10, “Performance-Based Payments” Payments – FAR 52.232.32, “Performance Based Payments” or FAR 52.232.28, “Invitation to Propose Performance-based Payments." Fixed-Price Incentive - FAR 16.401, “Incentive Contracts, General” FAR 16.403, “Fixed-Price Incentive Contracts” FAR 52.216-16, “Incentive Price Revision – Firm Target” FAR 52.216-17, “ Incentive Price Revision–

of 32 Number: XX-XXXXX (Rev 1) Successive Targets Fixed-Price Re-determinable - FAR 52.216-205, “Fixed Price Contacts with Prospective Price Re-determination” FAR 16.403, “Fixed-Price Incentive Contracts” Cost Plus Fixed Fee FAR 16.306, “Cost-Plus Fixed Fee Contracts” FAR 52.216.8, “Fixed Fee” FAR 52.216-7, “Allowable Cost & Payment” Cost Plus Incentive Fee FAR 16.304, “Cost-Plus-Incentive-Fee Contracts” FAR 52.216-7, “Allowable Cost & Payment” FAR 52.216-10, Incentive Fee” Cost Plus Award Fee FAR 16.305, “Cost-Plus_Award_Fee Contracts" FAR 16.4, “Incentive Contracts” FAR 52.216-7, “Allowable Cost & Payment” Cost FAR 16.302, “Cost Contracts” FAR 16.303, “Cost-Sharing Contracts FAR 16.301-3, “Limitations” FAR 52.216-11, “Cost Contract– No Fee” Time and Material FAR 16.601, “Time-and-Materials Contracts” FAR 52.216-30, “Time-and-Materials / Labor Hour Proposal Requirements – Non- Commercial” – Competitive Procurements Labor Hour FAR 52.216-31, “Time-and-Materials / Labor Hour”

PART 3 – LIST OF DOCUMENT, EXHIBITS, AND OTHER ATTACHMENTS The following table provides a list of documents, exhibits, and other attachments, with a check mark () as binding attachments to this agreement. Applicable Attachment Type Title, ID Number, Revision No., & Date Attachment # 

List of Services, Supplies 1 & Prices

Work Breakdown Structure (WBS) / 2 Supplier Line Items

Deliveries and/or 3

Applicable Attachment Type Title, ID Number, Revision No., & Date Attachment # 

Performance Schedule

Statement(s) of Work 4

Applicable Drawings 5

Functional Product 6 Specifications

Performance Requirements & /or 7 Specifications

Schedule of Award Fee 8

GERBER Files 9

Test Requirements / 10 Specifications

Work Instructions 11

Instructions for 12 Proprietary Parts

Invoicing Instructions 13

Pack and Crate 14 Instructions

Approved Vendor List (AVL) for Insitu (Defined 15 Material Sources)

Small business Subcontracting Plan 16 (Provided by the Offeror)

Product Sample for 17 Quoting

Supplier Quality Requirements, QAQ-82- 18 001

First Article Inspection 19 Report Forms, QAF-82-

Supplier Request for Engineering Assistance, 20 PUF-73-001

Supplier Repair Report 21

Use the Latest dated Version, Insitu General Provisions Provided at – Purchase Orders (GP- 22 http://www.insitu.com/about/supplier- PO) policies

Supplier Configuration Management 23 Requirements, CMQ-71- 001

Applicable T&M Labor 24 Rates

Prime Contract Flow No. COM XXXXXXX Provided at Down Clauses from http://www.insitu.com/about/supplier- 25 Customer policies

Representations & 26 Certifications

Packing Checklist 27

Supplier Request for Engineering Approval 28 (SREA) form

List of Insitu Furnished 29 Property

List of Government 30 Furnished Property

Department of Defense 31 Contract Security Classification Specification, DD FORM

Mutual Proprietary 32 Information Agreement

Special Business 33 Provisions

REPRESENTATIONS AND PROPOSAL INSTRUCTIONS Representations and Certifications Representations and Certifications Requirements Representations and Certifications provided in PART 3 Attachment 26, “Representations & Certifications” must be filled-out and signed by the supplier and provided with your proposal. The provisions there will be contractually binding agreements as part of the Purchase Contract. Proposal Instructions

NOTE 1: This solicitation does not obligate INSITU, INC. to enter into a contractual arrangement, nor will INSITU, INC. reimburse you for your proposal effort. Furthermore, any pre-contractual design, development, production planning, or other costs relative to this issue will not be recognized by INSITU, INC., unless specifically authorized in writing by INSITU, INC. prior to incurrence of such costs.

NOTE 2: Insitu accepts no liability for the costs and expenses incurred by the offerors in responding to this RFP, in preparing responses for clarification, in attendance at interviews, participating in contract development sessions, or in meetings and presentations required for the contract approval process. Each Offeror that enters into this solicitation and award process shall do so at its own expense.

Administrative / Overall Proposal Requirements Purpose of this RFP - This Request for Proposal is to provide………………… The deliverables include …………………………(Cite items in Part 3, Attachment 1)

Source Selection (Pick one of the next two paragraphs– competed or non-competed)

1) (Option 1) This is a competitive procurement with one or more than one offeror being selected for award. The solicited offerors are expected to be fully compliant with this solicitation in good faith to support their proposal. Offers shall be evaluated using a scoring system that measures compliance and quality of proposals. Negotiation may be required after source selection.

25) (Option 2) This is a non-competitive procurement with one offeror being solicited for award. The solicited offeror is expected to be fully compliant with Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

of 32 Number: XX-XXXXX (Rev 1) this solicitation in good faith to support its proposal. The supplier’s offers shall be evaluated for compliance with requirements and an assessment of the quality of the proposed management, technical, and cost/price approach to the contracted effort. Insitu anticipates offeror’s response to this solicitation to be in sufficient detail to support an evaluation that demonstrates that the offeror understands Insitu and its customer’s needs; and is capable of meeting these. Interpretation - Insitu assumes no responsibility for offeror’s conclusions or interpretations derived from the information presented in this RFP, a bidder’s conference, or otherwise distributed or made available during this solicitation process. Insitu will not be bound by, or be responsible for any explanation, interpretation or conclusions about this RFP other than those provided by Insitu through the Insitu authorized contact provided in paragraph 1.1.4 of this solicitation. In no event should an Offeror rely on any oral statement by Insitu or its agents, advisors or consultants. The offeror is responsible to comply with the proposal requirements herein. A failure for your proposal to fully compliant with the requirements of this solicitation may be grounds for rejection of your proposal. Insitu’s Rights & Options

1) Insitu reserves the following rights, which may be exercised at Insitu’s sole discretion:

a) To supplement, amend, substitute or otherwise modify this RFP at any time;

b) To cancel this RFP with or without the substitution of another RFP;

c) To change proposal – definitization schedule;

d) To take any action affecting this RFP, this RFP process, or the Services or facilities subject to this RFP that would be in the best interests of Insitu and its customers;

e) To issue additional requests for information;

f) To require Offerors to supplement, clarify or provide additional information or evidence needed to support Insitu’s proposal evaluation;

g) To conduct analysis and investigations to substantiate proposal claims;

h) To waive any minor defect or irregularity in a proposal that has no material effect in evaluation;

i) To reject any or all Proposals based on non-compliance; and

j) To award all, none, or any part of the proposed supplies or services that is in the best interest of Insitu without re-solicitation.

of 32 Number: XX-XXXXX (Rev 1) Special Proposal Conditions This solicitation is not an offer; but an invitation for the supplier to make an offer. If the offeror’s proposal is non-competitive and over the Truthful Cost or Pricing Data (TCPD)threshold (formerly TINA), the offeror is required to provide a “Certificate of Current, Accurate, and Complete Cost or Pricing Data” at proposal submittal, and if awarded, after any cost or price negotiations. This form is located at FAR 15.406-2. If the proposed amount is less the amount above, the offeror shall assert that the “Information and statements in this proposal, including attachments, are true and complete and not misleading”. Offeror’s Proprietary Information

1) The offeror shall mark all document in its proposal as proprietary - Insitu shall protect it accordingly

26) It may become necessary to for Insitu to provide offeror’s proposal data to Insitu’s customer(s) either Government domestic, international or both. Properly marked, offeror’s proposal data will be provided full protection of its sensitivity by Insitu, Inc. in accordance with the Proprietary Information Agreement (PIA). Fair Trade Certification - By submission of a Proposal, the Offeror certifies that:

1) The prices and technical approaches have been arrived at independently, without communication or collusion for the purpose of restricting competition;

27) Unless otherwise required by law, the prices offered in its proposal have not been knowingly disclosed by the offeror outside of Insitu; and

28) No attempt has been made or will be made by the offeror to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition. No Collusion of Conflict of Interest

1) By responding to this RFP, the offeror shall warranted that the Proposal is not made in connection with any competing offeror submitting a separate response to this RFP, and is in all respects fair and without collusion or fraud.

29) If the offer has used the expertise of individuals or resources from a competing offeror, the offer must provide evidence that an effective barrier has been provided that bars the resource(s) from colluding or otherwise creating a conflict of interest with the competing offeror. Impact of Proposals

1) The offeror’s Proposal is binding upon Insitu’s expressed acceptance. Insitu shall not accept a revision to an offer after the proposal due date unless Insitu request such a revision or re-proposal from all offerors.

Late proposals in a competitive solicitation shall not be accepted.

of 32 Number: XX-XXXXX (Rev 1) Insitu intends to adhere to the RFP thru Award Schedule - Provided in PART 1, paragraph 1.1.6, “Proposal Through Definitization Schedule.” However, circumstances may cause Insitu to make a change in the schedule; which will be provided for all offerors. News Releases

1) No news releases, including photographs, films, advertisement, public announcement, or denial, confirmation of same, on any part of the subject matter of this proposal or any phase of any program hereunder shall be made by an offeror or potential offeror without prior written approval by INSITU, INC. Proposal Style

1) Offeror’s proposals shall clearly demonstrate a thorough understanding of the requirements, and reflect viable solutions.

30) Offeror’s proposal shall be prepared in a practical and economical manner that provides a straightforward expression of its approach and offer.

31) Presentations beyond those sufficient to present a complete and effective response to this solicitation are not desired and may be construed as an indication of the offeror's or quoter's lack of cost consciousness.

32) Proposal Format - Offeror’s proposal shall be organized as provided in paragraphs 4.2.3 thru 4.2.6 below. A cover Letter - To include an executive summary of the offeror’s capability and general approach to the task. Volume I – Management Approach The purpose of this volume is for the offeror to provide information that supports its ability to manage of the required effort to provide a high quality product with on- time delivery at a fair, reasonable, and realistic cost and prices. The offeror should also provide evidence of its ability to manage the technical and cost/price changes that may occur during the term of this purchase. The supplier shall provide a Small Business Plan as required by Paragraph 1.7.8 of this purchase contract / agreement. Volume II – Technical Approach The offeror’s technical volume should demonstrate the degree that reflects a clear understanding of INSITU, INC.’s need for high quality, reliable, and cost- effective (Provide Title, Description of the task or service here). Offeror’s approach to each issue described in the SOW, specifications, drawings, performance specifications, Data Requirements, Inspection and quality requirements, and the like, provided in this RFP shall demonstrate how well you understand Insitu’s needs and how well you plan to meet the technical requirements and risk(s) that are apparent in this solicitation. This includes a requirement-by-requirement narrative of how you plan to meet these technical requirements. You should, for each major task, provide:

1) An impact statement that announces a capability or solution to a requirement

2) A narrative that explains offeror’s approach to the solution that meets the requirement

3) A description of how and why offeror’s approach to the solution works

4) Identification of the risk(s) and risk mitigation(s) for the solutions Volume III – Cost & Pricing The purpose of this volume is for the offeror to provide information that supports its fair, reasonable, realistic cost and prices for their proposed effort. It is also to evaluate offeror’s ability to propose costs for cost-driving changes that may occur during the term of this agreement. Insitu’s validation for the above will be done through cost analysis, technical review, audits, price analysis, and other methods otherwise required to support your proposed cost & price. The offeror is to propose a(n) (cite contract financial type here) financial type. Pricing shall be in U.S. dollars ($).

NOTE: The burden of proof for proposal costs and price credibility rest with the offeror! It is in the offeror best interest to support proposed cost and/or prices as provided below.

Offeror’s pricing volume should demonstrate the degree to which the offer reflects a clear understanding of cost-driving factors, and provide credibility for proposed prices. The Offeror’s approach to pricing each deliverable should correlate with its technical approaches in a way that cost or price matches the effort proposed. The offeror shall provide a statement that its proposal is consistent with established estimating and accounting principles and procedures, and FAR Part 31, “Cost Principles.” If it is not, provide valid explanation. (The following paragraph should be provided only for negotiated procurements (competitive or non-competitive) of non-commercial or non-utilities items or services over the Simplified Acquisition Threshold ($150K)

The offeror shall provide a statements consistent with the following:

1) “This proposal reflects our estimates and/or actual costs as of this date and conforms to the instructions provided under this section. By submitting this proposal, we grant Insitu or its authorized representative(s) the right to examine, at any time before award, those records, which includes books, documents, accounting procedures and practices, and other data. This is regardless of type and form, whether such supporting information is specifically referenced or included in the proposal as the basis for pricing. This proposal will permit an adequate evaluation of the proposed price.”

of 32 Number: XX-XXXXX (Rev 1) NOTE: If Insitu is not granted the right to examine such records, please so state and Insitu may engage an authorized representative, such as the Defense Audit Agency or an independent auditor, to conduct the examination. In any case, the offeror must provide adequate data for Insitu to determine that the proposed cost or prices are realistic and reasonable.

You shall provide certified cost or pricing data, “other than certified cost or pricing data” as required, with narrative rationale that consistent with the spirit and intent of FAR 15.408, Table 15.2. Your Pricing Volume shall be written to address the following:

1) Overall Summary by Line Item, as provided in PART 3, Attachment 2, “Work Breakdown Structure / Supplier Line Items” as follows: (For Cost Reimbursement agreements, or Fixed-pricing arrangements when changes affecting prices are likely during the course of the contract.)

33) Your proposed cost and price shall comply with the spirit and intent of FAR 15.404, “Proposal Analysis.” In your basis of estimates, the price for each line item shall incorporate the costs and profit/fee for all direct labor, material, other direct costs, and indirect costs associated with technical efforts for each Line Item. The offeror shall also show non-recurring efforts (NRE) as separately priced items wherever applicable. All prices for deliverables shall include FOB destination costs.

(If the expected dollar amount of the IDIQ is over the Truthful Cost or Pricing Data threshold - currently $700,000.00 - for a non-commercial procurement not accepted per FAR 15.403-1(b), add the following):

34) The offeror shall provide a Certificate of Current Cost or Pricing Data, in the format specified in FAR 15.406-2. This COPD shall certify that, to the best of its knowledge, this cost or pricing data is accurate, complete, and current as of the date of proposal submittal, and within 5 working days from the date of agreement on cost and/or price. If Certified Current Cost or Pricing Data is required, the offeror shall provide a cost / price proposal in the spirit and intent of FAR 15.408, Table 15-2, “Instruction for Submitting Cost/Price Proposal When Certified Cost or Pricing Data Are Required.”

(For Fixed - Price agreements based on competition and changes are not likely, one typically only need to provide the total FFP amount per line item. - If NOT, require the supplier to provide the following)

35) Provide a detail line Item Costs rationale that supports your proposed prices for each line item. The offeror shall also show non-recurring efforts (NRE) as separately priced items wherever applicable. All prices for deliverables shall include FOB destination costs. The offeror shall provide the following breakdown of the total proposed value of all effort to be accomplished by the anticipated purchase contract; such as:

of 32 Number: XX-XXXXX (Rev 1) (Delete all except for the summary for the purchase contract financial type)

FOR A FIRM, FIXED PRICE PROPOSAL =

Total Cost $000,000 Profit $ 00,000 Subtotal Price $000,000 Facilities Capital Cost of Money $ 0,000 TOTAL FFP $000,000

FOR A COST-REIMBURSEMENT PROPOSAL = Total Estimated Costs $000,000 Fee $ 00,000 Subtotal Estimated CPFF $000,000 Estimated Facilities Capital Cost of Money $ 0,000 TOTAL ESTIMATED CPFF $000,000

FOR TIME & MATERIALS = Total/Hrly Proj. Eng. $89.79 Mfg. Eng. $71.57 Prod. Lbr. $46.17

The offeror shall provide a detail Costs & Prices for each line item. Show labor, material, and other direct cost, for total cost and price and for each line Item and for each supplier data requirement list (SDRL). The offeror ‘s proposal should provide a breakdown of cost and prices in the spirit and intent of the following examples:

1) Total of all line items, and

36) For each subordinate Line item: (Delete all except for the summary for the purchase contract financial type)

DETAILS FOR TIME & MATERIALS:

Hourly $ Overhead (125%) G&A (12.5%) Total Costs Fee (10%) Total/Hrly Proj. Eng. $32.25 $40.31 $9.07 $81.63 $8.16 $89.79 Mfg. Eng. $25.75 $32.19 $7.12 $65.06 $6.51 $71.57 Prod. Lbr. $16.58 $20.73 $4.66 $41.97 $4.20 $46.17

of 32 Number: XX-XXXXX (Rev 1) DETAILS FOR COST REIMBURSEMENT OR FIXED PRICE PROPOSAL Cost Category Hours/Base Rate ($/%) Extended Dollars Labor Engineering 0.0 $ $ Production 0.0 $ $ Quality 0.0 $ $ (Etc.) 0.0 $ $ Total Labor 0.0 (Total) $ (Avg) Total $ Material Direct Mtl. $ Misc. Minor Mtls. 0.0% $ Raw Materials 0.0% $ Subcontract $ Total Material 0.0% (Avg) $ Other Direct Costs Outside Production $ Travel Expenses $ Total ODC $ Indirect Charges Engineering Lbr. $ 0.0% $ Prodctn & Quality $ 0.0% $ ODC $ 0.0% $ Material $ 0.0% $ Total Indirect Chrgs $ 0.0% $ Gen & Admin 0.0% Total Costs $ Fee/Profit 0.0% $ FCCOM 0.0% $ Total CPFF or FFP $

Provide a comprehensive narrative Basis of Estimate for your each proposed costs of labor, materials, other direct costs, such as:

1) Explanation of ground rules and assumptions

37) A narrative rationale for the tasks in each line item and how you determined the proposed labor, material, & other direct items types and quantities in sufficient detail to establish price reasonableness and realism. Such rationale shall include cost drivers tables and supporting calculations as necessary. (The buyer, at his or her discretion, may reference and attach the following instructions) An example of supporting rational can come from:

1) Incurred accounting data from the same tasks accomplished earlier

38) Incurred accounting data from similar effort accomplished earlier with explanation of adjustments for the differences.

39) Bottoms up estimating of labor, material, and other direct cost types and quantities, using best estimate or adjustments from description of tasks and resource type and time/quantity rationale is most important here. Any apparent imbalances from your proposed costs, such as experienced historical pricing data, standards, or resources greater or less than proposed, should also be fully explained.

Volume IV - Past Performance (Competitive Procurement Only) The purpose of this section is to validate that the offeror’s past performance supports its claims in the proposal. The offeror shall provide three examples of past performance activities similar in nature to the efforts identified in the Statement of Work. This would include:

1) A description of the supplies and/or services provided,

40) Name(s), e-mail addresses, and phone numbers of the customer(s) to whom the supplies and/or services were provided,

41) Dates and periods during which the indicated supplies and/or services were provided,

42) The extent and nature of services provided,

43) Experiences in utilizing small business, and

44) Any extenuating circumstances related to the procurements that may affect cost or price. Evaluation Factors for Award The award will be made to the responsible offeror, conforming to this solicitation, is determined to be reasonable, realistic, and the best value to Insitu. Insitu’s evaluation shall be based on a comparative assessment of your proposal that demonstrates compliance, understanding and overall quality of your responses to the requirements in this solicitation. (Pick one of the two options below) Weighting Factors The weighting factors shall be as follows:

1) Technical = 50% of total

45) Management = 15% of total

46) Cost = 25% of total

47) Past Performance = 10% of total Or, in an Invitation for Bid (IFB), use: The award will be to the offeror based on Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

1) Compliance with requirements, and

48) Lowest Price Post-Award Debrief (Provide if an award Debrief is expected in a competitive procurement, depending upon the breadth & depth, potential value, and industrial impact of the award.) Insitu endeavors to exercise fair and open competition in to provide maximum opportunity for offerors and to ensure procurement is in the best interest of Insitu and its customers. We believe this assures Insitu’s high-level of procurement integrity and fairness with its suppliers. Therefore a Post-award Debriefing will be conducted within five (5) working days of notice of award to compliant offerors - Please note that an offeror that was notified of exclusion from the competition is not entitled to a debriefing. Debriefings of unsuccessful offerors may be done orally, in writing, or by any other method acceptable to the Insitu Buyer. At a minimum, the debriefing information shall include:

1) A summary of the rationale for award;

49) The overall ranking of all offerors;

50) Insitu’s evaluation of the significant strengths, weaknesses, or deficiencies in the offerors’ proposals;

51) The overall evaluated cost or price (including unit prices) and technical rating, if applicable, of the successful offeror and the debriefed offeror, and past performance information on the debriefed offeror. The debriefing shall not include:

1) Point-by-point comparisons of the debriefed offeror’s proposal with those of other offerors;

52) Any competitor proposal information as prohibited from disclosure by FAR 24.202 exempt from release under the Freedom of Information Act (5 U.S.C. 552) including:

a) Trade secrets;

b) Privileged or confidential manufacturing processes and techniques;

c) Commercial and financial information that is privileged or confidential, including cost breakdowns, profit, indirect cost rates, and similar information; and

d) The names of individuals providing reference information about an offeror’s past performance. An official summary of the debriefing shall be included in the contract file. Protests Against Award Insitu Inc., Proprietary. Printed documents are uncontrolled. Current revisions are available through Insitu’s intranet. This document is intended only for Insitu employees and authorized non-Insitu persons on a need to know basis. Non-authorize reproduction and/or distribution of this document is prohibited.

of 32 Number: XX-XXXXX (Rev 1) Insitu shall exercise all possible effort to conduct competitive procurement in a manner that shall ensure a fair and reasonable competitive procurement. Therefore, Insitu will not entertain protest against procurement contract awards.

Signatures of authorized agents below hereby constitutes acceptance of the terms and conditions of this Insitu Purchase Contract / Agreement No. XXXXXXX, effective as of the effective date shown in paragraph 1.1.5 of this Purchase Contract/Agreement.

XXX Company Name Insitu, Inc.

Sign Here Sign Here

Printed Name Printed Name

Title Title

Date Date

------END OF RFP No. XX-XXXX ------