Draft_RFP_1284JC18R0001.pdf

SOLICITATION/CONTRACT 1. THIS CONTRACT IS A RATED

5. SOLICITATION TYPE2. CONTRACT NO. 4. SOLICITATION NUMBER

PAGE OF PAGES

7. ISSUED BY CODE 8. THIS ACQUISITION IS

BIDDER/OFFEROR TO COMPLETE BLOCKS 11, 13, 15, 21, 22, & 27

RATING

ORDER UNDER DPAS (15 CFR 700)

3. AWARD/

EFFECTIVE DATE ISSUE DATE

6. SOLICITATION

UNRESTRICTED OR SET ASIDE:

SMALL BUSINESS

SIZE STANDARD:

9. (AGENCY USE)

NO COLLECT CALLS

10. ITEMS TO BE PURCHASED (BRIEF DESCRIPTION)

SUPPLIES SERVICES

11. IF OFFER IS ACCEPTED BY THE GOVERNMENT WITHIN

CALENDAR DAYS (60 CALENDAR DAYS UNLESS OFFEROR INSERTS A DIFFERENT

PERIOD) FROM THE DATE SET FORTH IN BLOCK 9 ABOVE, THE CONTRACTOR

AGREES TO HOLD ITS OFFERED PRICES FIRM FOR THE ITEMS SOLICITED

HEREIN AND TO ACCEPT ANY RESULTING CONTRACT SUBJECT TO THE TERMS

AND CONDITIONS STATED HEREIN.

CODE 12. ADMINISTERED BY

13. CONTRACTOR FACILITY 14. PAYMENT WILL BE MADE BY CODE CODE

OFFEROR CODE

TELEPHONE NO.

DUNS NO.

CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK:

15. PROMPT PAYMENT DISCOUNT 16. AUTHORITY FOR USING OTHER

THAN FULL AND OPEN COMPETITION

10 U.S.C. 2304 41 U.S.C. 253

NEGOTIATED

(RFP)

SEALED BIDS

(IFB)

1 45

10/27/2017

USDA FOREST SERVICE

GEOSPATIAL TECHNOLOGY AND

APPLICATIONS CENTER

2222 WEST 2300 SOUTH

SALT LAKE CITY UT 84119

USDA FOREST SERVICE

GEOSPATIAL TECHNOLOGY AND

APPLICATIONS CENTER

2222 WEST 2300 SOUTH

84JC

SALT LAKE CITY UT 84119

541715

% FOR:X

x

84JC

1,000

1284JC18R0001

NAICS:

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

8(A)

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOSB PROGRAM

EDWOSB

17.

ITEM NO.

18.

SCHEDULE OF SUPPLIES/SERVICES

19.

QUANTITY

20.

UNIT

21.

UNIT PRICE

22.

AMOUNT

FOB: Destination

Period of Performance: 11/22/2018 to 11/21/2026

The contract ceiling amount of $35,000,000 applies to all orders placed against the contract issued in response to this RFP. The minimum guarantee is $25,000.

Continued ...

27. SIGNATURE OF OFFEROR/CONTACTOR 28. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

NAME AND TITLE OF SIGNER (TYPE OR PRINT) DATE SIGNED NAME OF CONTRACTING OFFICER DATE SIGNED

25. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET

FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY CONTINUATION SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

26. AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION

NUMBER SHOWN IN BLOCK 4 INCLUDING ANY ADDITIONS

OR CHANGES WHICH ARE SET FORTH HEREIN, IS

ACCEPTED AS TO ITEMS:

23. ACCOUNTING AND APPROPRIATION DATA 24. TOTAL AWARD AMOUNT

(FOR GOVERNMENT USE ONLY)

MARY A. SHINNEY

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION NOT USABLE

STANDARD FORM 1447 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.214(d)

COPIES TO

TYPE OR PRINT NAME AND TITLE OF SIGNER

SIGNATURENAME AND ADDRESS OF FIRM (Include ZIP Code)

WE DO NOT, DESIRE TO BE RETAINED ON THE MAILING LIST FOR FUTURE PROCUREMENT OF THE TYPE OF ITEMS INVOLVEDWE DO

DO NOT REGULARLY MANUFACTURE OR SELL THE TYPE OF ITEMS INVOLVED

CANNOT MEET DELIVERY REQUIREMENT

OTHER (Specify)

UNABLE TO IDENTIFY THE ITEM(S)

CANNOT COMPLY WITH SPECIFICATIONS

PAGE

NO RESPONSE FOR REASONS CHECKED

45 2 OF

DATE AND LOCAL TIME

AFFIX

STAMP

HERE

TO:

FROM:

SOLICITATION NO.

SALT LAKE CITY UT 84119

USDA FOREST SERVICE

GEOSPATIAL TECHNOLOGY AND

APPLICATIONS CENTER

2222 WEST 2300 SOUTH

84JC

1284JC18R0001

STANDARD FORM 1447 (REV. 2/2012) BACK

(A)

ITEM NO.

(B)

SUPPLIES/SERVICES

(C)

QUANTITY

(D)

UNIT

(E)

UNIT PRICE

(F)

AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 45

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

1284JC18R0001

The offeror's technical proposal, in whole or in part, may be incorporated into the resulting contract or the Government may require that the offeror submit changes to the Government

Performance Work Statement.

Ordering Period 1 - Base Year (From 01 February

2019 to 31 January 2020)

001 Remote Sensing and Geospatial Technology Support 1 LO

Services

Firm-Fixed Price

002 Remote Sensing and Geospatial Technology Support 1 LO

Services

Time and Material

Ordering Period 2 - Option Year 1 (From 01

February 2020 to 31 January 2021)

101 Remote Sensing and Geospatial Technology Support 1 LO

Services

Firm-Fixed Price

(Option Line Item)

102 Remote Sensing and Geospatial Technology Support 1 LO

Services

Time and Material

(Option Line Item)

Ordering Period 3 - Option Year 2 (From 01

February 2021 to 31 January 2022)

201 Remote Sensing and Geospatial Technology Support 1 LO

Services

Firm-Fixed Price

(Option Line Item)

202 Remote Sensing and Geospatial Technology Support 1 LO

Services

Time and Material

(Option Line Item)

Ordering Period 4 - Option Year 3 (From 01

February 2022 to 31 January 2023)

Continued ...

NSN 7540-01-218-4386 STANDARD FORM 1447 (REV. 2/2012)

(A)

ITEM NO.

(B)

SUPPLIES/SERVICES

(C)

QUANTITY

(D)

UNIT

(E)

UNIT PRICE

(F)

AMOUNT

NAME OF OFFEROR OR CONTRACTOR

4 45

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

1284JC18R0001

301 Remote Sensing and Geospatial Technology Support 1 LO

Services

Firm-Fixed Price

(Option Line Item)

302 Remote Sensing and Geospatial Technology Support 1 LO

Services

Time and Material

(Option Line Item)

Ordering Period 5 - Option Year 4 (From 01

February 2023 to 31 January 2024)

401 Remote Sensing and Geospatial Technology Support 1 LO

Services

Firm-Fixed Price

(Option Line Item)

402 Remote Sensing and Geospatial Technology Support 1 LO

Services

Time and Material

(Option Line Item)

Ordering Period 6 - Option to Extend Services

(see clause 52.217-8) (From 01 February 2024 to

31 July 2024)

501 Remote Sensing and Geospatial Technology Support 1 LO

Services

Firm-Fixed Price

(Option Line Item)

502 Remote Sensing and Geospatial Technology Support 1 LO

Services

Time and Material

(Option Line Item)

NSN 7540-01-218-4386 STANDARD FORM 1447 (REV. 2/2012)

A - Solicitation/Contract Form Clauses

B - Supplies or Services/Prices C - Description/Specifications

See Attachment J-1 - Performance Work Statement D - Packaging and Marking

To be identified on each individual Task Order E - Inspection and Acceptance

Clauses F - Deliveries or Performance

Clauses G - Contract Administration Data

Invoicing Instructions H - Special Contract Requirements

Contracting Officer Representative I - Contract Clauses

Clauses J - Attachments

List of Documents, Exhibits, and Other Attachments K - Representations, Certifications, and Other Statements of Bidders

Clauses L - Instructions,Conditions, and Notices to Bidders

Clauses and Provisions M - Evaluation Factors for Award

Clauses and Provisions A - Solicitation/Contract Form

Clauses

52.204-15 Service Contract Reporting Requirements for Indefinite-Delivery Contracts. (OCT 2016)

52.204-17 Ownership or Control of Offeror. (JUL 2016)

(a) Definitions. As used in this provision-

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror.

Indicators of control include, but are not limited to, one or more of the following: Ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

(b) The Offeror represents that it [ ] has or [ ] does not have an immediate owner. If the Offeror has more than one immediate owner (such as a joint venture), then the Offeror shall respond to paragraph (c) and if applicable, paragraph (d) of this provision for each participant in the joint venture.

(c) If the Offeror indicates "has" in paragraph (b) of this provision, enter the following information:

Immediate owner CAGE code: [ ]

Immediate owner legal name: [ (Do not use a "doing business as" name)]

Is the immediate owner owned or controlled by another entity?: [ ] Yes or [ ] No.

(d) If the Offeror indicates "yes" in paragraph (c) of this provision, indicating that the immediate owner is owned or controlled by another entity, then enter the following information:

Highest-level owner CAGE code: [ ]

Highest-level owner legal name: [(Do not use a "doing business as" name)]

(End of provision)

52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014)

52.204-20 Predecessor of Offeror. (JUL 2016)

(a) Definitions. As used in this provision-

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

(b) The Offeror represents that it [ ] is or [ ] is not a successor to a predecessor that held a Federal contract or grant within the last three years.

(c) If the Offeror has indicated "is" in paragraph (b) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if more than one predecessor, list in reverse chronological order):

Predecessor CAGE code: [(or mark "Unknown")].

Predecessor legal name: [(Do not use a "doing business as" name)].

(End of provision)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (JUN 2016)

52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. (FEB 2016)

52.222-60 Paycheck Transparency (Executive Order 13673). (OCT 2016)

52.245-1 Government Property. (APR 2012) - Alternate I (APR 2012)

452.204-70 Inquiries. (FEB 1988)

452.211-72 Statement of Work/Specifications. (FEB 1988)

452.224-70 Confidentiality of Information. (FEB 1988)

452.228-71 Insurance Coverage. (NOV 1996)

452.237-75 Restrictions Against Disclosure. (FEB 1988)

452.237-76 Progress Reporting. (FEB 1988)

B - Supplies or Services/Prices

Instructions: Provide your wrap-rate (e.g. labor, fringe, overhead, G&A, etc.) for each labor category stated below.

The total extended amount will be utilized in determining the Total Evaluated Price (See Section M, Para. 2.4.5).

This hourly rate will be used as the ceiling labor rate for task orders issued under this contract.

Labor Category Estimated Qty Unit Ceiling Rate Estimated Amount

Ordering Period 1 - Base Year

Geospatial Principal Investigator

7,520 HR $0.00 $0.00

Geospatial Project Manager

11,280 HR $0.00 $0.00

Geospatial Programmer I

5,640 HR $0.00 $0.00

Geospatial Programmer II

3,760 HR $0.00 $0.00

Geospatial Analyst I

5,640 HR $0.00 $0.00

Geospatial Analyst II

7,520 HR $0.00 $0.00

Geospatial Analyst III

11,280 HR $0.00 $0.00

Geospatial Analyst IV

3,760 HR $0.00 $0.00

Geospatial IT Systems Technician

3,760 HR $0.00 $0.00

Geospatial IT Systems Specialist

7,520 HR $0.00 $0.00

Geospatial IT Systems Administrator

1,880 HR $0.00 $0.00

Geospatial Web/App Developer I

9,400 HR $0.00 $0.00

Geospatial Web/App Developer II

3,760 HR $0.00 $0.00

Geospatial Communications/Graphics Specialist

5,640 HR $0.00 $0.00

Total 88,360 $0.00

Ordering Period 2 - Option Year 1

Geospatial Principal Investigator

7,520 HR $0.00 $0.00

Geospatial Project Manager

11,280 HR $0.00 $0.00

Geospatial Programmer I

5,640 HR $0.00 $0.00

Geospatial Programmer II

3,760 HR $0.00 $0.00

Geospatial Analyst I

5,640 HR $0.00 $0.00

Geospatial Analyst II

7,520 HR $0.00 $0.00

Geospatial Analyst III

11,280 HR $0.00 $0.00

Geospatial Analyst IV

3,760 HR $0.00 $0.00

Geospatial IT Systems Technician

3,760 HR $0.00 $0.00

Geospatial IT Systems Specialist

7,520 HR $0.00 $0.00

Geospatial IT Systems Administrator

1,880 HR $0.00 $0.00

Geospatial Web/App Developer I

9,400 HR $0.00 $0.00

Geospatial Web/App Developer II

3,760 HR $0.00 $0.00

Geospatial Communications/Graphics Specialist

5,640 HR $0.00 $0.00

Total 88,360 $0.00

Ordering Period 3 - Option Year 2

Geospatial Principal Investigator

7,520 HR $0.00 $0.00

Geospatial Project Manager

11,280 HR $0.00 $0.00

Geospatial Programmer I

5,640 HR $0.00 $0.00

Geospatial Programmer II

3,760 HR $0.00 $0.00

Geospatial Analyst I

5,640 HR $0.00 $0.00

Geospatial Analyst II

Geospatial Analyst III

11,280 HR $0.00 $0.00

Geospatial Analyst IV

3,760 HR $0.00 $0.00

Geospatial IT Systems Technician

3,760 HR $0.00 $0.00

Geospatial IT Systems Specialist

7,520 HR $0.00 $0.00

Geospatial IT Systems Administrator

1,880 HR $0.00 $0.00

Geospatial Web/App Developer I

9,400 HR $0.00 $0.00

Geospatial Web/App Developer II

3,760 HR $0.00 $0.00

Geospatial Communications/Graphics Specialist

5,640 HR $0.00 $0.00

Total 88,360 $0.00

Ordering Period 4 - Option Year 3

Geospatial Principal Investigator

7,520 HR $0.00 $0.00

Geospatial Project Manager

11,280 HR $0.00 $0.00

Geospatial Programmer I

5,640 HR $0.00 $0.00

Geospatial Programmer II

3,760 HR $0.00 $0.00

Geospatial Analyst I

5,640 HR $0.00 $0.00

Geospatial Analyst II

7,520 HR $0.00 $0.00

Geospatial Analyst III

11,280 HR $0.00 $0.00

Geospatial Analyst IV

3,760 HR $0.00 $0.00

Geospatial IT Systems Technician

3,760 HR $0.00 $0.00

Geospatial IT Systems Specialist

7,520 HR $0.00 $0.00

Geospatial IT Systems Administrator

1,880 HR $0.00 $0.00

Geospatial Web/App Developer I

9,400 HR $0.00 $0.00

Geospatial Web/App Developer II

3,760 HR $0.00 $0.00

Geospatial Communications/Graphics Specialist

5,640 HR $0.00 $0.00

Total 88,360 $0.00

Ordering Period 5 - Option Year 4

Geospatial Principal Investigator

Geospatial Project Manager

11,280 HR $0.00 $0.00

Geospatial Programmer I

5,640 HR $0.00 $0.00

Geospatial Programmer II

3,760 HR $0.00 $0.00

Geospatial Analyst I

5,640 HR $0.00 $0.00

Geospatial Analyst II

7,520 HR $0.00 $0.00

Geospatial Analyst III

11,280 HR $0.00 $0.00

Geospatial Analyst IV

3,760 HR $0.00 $0.00

Geospatial IT Systems Technician

3,760 HR $0.00 $0.00

Geospatial IT Systems Specialist

7,520 HR $0.00 $0.00

Geospatial IT Systems Administrator

1,880 HR $0.00 $0.00

Geospatial Web/App Developer I

9,400 HR $0.00 $0.00

Geospatial Web/App Developer II

3,760 HR $0.00 $0.00

Geospatial Communications/Graphics Specialist

5,640 HR $0.00 $0.00

Total 88,360 $0.00

Ordering Period 6 - Option to Extend Services (See Clause 52.217-8)

Geospatial Principal Investigator

3,760 HR $0.00 $0.00

Geospatial Project Manager

5,640 HR $0.00 $0.00

Geospatial Programmer I

2,820 HR $0.00 $0.00

Geospatial Programmer II

1,880 HR $0.00 $0.00

Geospatial Analyst I

2,820 HR $0.00 $0.00

Geospatial Analyst II

3,760 HR $0.00 $0.00

Geospatial Analyst III

5,640 HR $0.00 $0.00

Geospatial Analyst IV

1,880 HR $0.00 $0.00

Geospatial IT Systems Technician

1,880 HR $0.00 $0.00

Geospatial IT Systems Specialist

3,760 HR $0.00 $0.00

Geospatial IT Systems Administrator HR $0.00 $0.00

Geospatial Web/App Developer I

4,700 HR $0.00 $0.00

Geospatial Web/App Developer II

1,880 HR $0.00 $0.00

Geospatial Communications/Graphics Specialist

2,820 HR $0.00 $0.00

Total 44,180 $0.00

C - Description/Specifications

See Attachment J-1 - Performance Work Statement

D - Packaging and Marking

To be identified on each individual Task Order

E - Inspection and Acceptance

Clauses

52.246-4 Inspection of Services - Fixed-Price. (AUG 1996)

52.246-6 Inspection - Time-and-Material and Labor-Hour. (MAY 2001)

52.246-9 Inspection of Research and Development (Short Form). (APR 1984)

F - Deliveries or Performance

Clauses

52.242-15 Stop-Work Order. (AUG 1989)

G - Contract Administration Data

Invoicing Instructions

The contractor shall submit all invoices for payment through the Invoice Processing Platform (IPP). Do not submit invoices into Wide Area Workflow (WAWF).

H - Special Contract Requirements

Contracting Officer Representative

(a) Definition. "Contracting officers representative" means an individual designated and authorized in writing by the Administrative Contracting Officer (ACO) to perform specific technical or administrative functions.

(b) If the ACO designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the ACO.

The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

I - Contract Clauses

Clauses

52.202-1 Definitions. (NOV 2013)

52.203-3 Gratuities. (APR 1984)

52.203-5 Covenant Against Contingent Fees. (MAY 2014)

52.203-6 Restrictions on Subcontractor Sales to the Government. (SEP 2006)

52.203-7 Anti-Kickback Procedures. (MAY 2014)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. (MAY 2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. (MAY 2014)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (OCT 2010)

52.203-16 Preventing Personal Conflicts of Interest. (DEC 2011)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (APR 2014)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)

52.204-9 Personal Identity Verification of Contractor Personnel. (JAN 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. (OCT 2016)

52.204-13 System for Award Management Maintenance. (OCT 2016)

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (JUL 2013)

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications. (OCT 2010)

52.215-22 Limitations on Pass-Through Charges--Identification of Subcontract Effort. (OCT 2009)

52.215-23 Limitations on Pass-Through Charges. (OCT 2009)

52.216-7 Allowable Cost and Payment. (JUN 2013)

(a) Invoicing. (1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30th"] day after the designated billing office receives a proper payment request.

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term costs includes only-

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made-

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless-

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) below.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the

Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool).

Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p).

Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/.

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).

(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).

(G) Management letter from outside CPAs concerning any internal control weaknesses.

(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K) Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.

(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify

(i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply,

(iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may-

(A) Determine the amounts due to the Contractor under the contract;

and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates-

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be-

(1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs or

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver-

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except-

(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

(End of clause)

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 02/01/2019 through 01/31/2024, or until 07/23/2024 if FAR 52.217-8 (Option to Extend Services) is exercised.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $25,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $150,000;

(2) Any order for a combination of items in excess of 150,000; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216- 21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 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, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the

Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 07/31/2027.

(End of clause)

52.217-8 Option to Extend Services. (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 calendar days of contract expiration.

(End of clause)

52.217-9 Option to Extend the Term of the Contract. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 1 calendar day of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar days (60 days unless a different number of days is inserted) before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 07/31/2024 (date) (months)(years).

(End of clause)

52.219-8 Utilization of Small Business Concerns. (NOV 2016)

52.219-9 Small Business Subcontracting Plan. (JAN 2017)

52.219-16 Liquidated Damages - Subcontracting Plan. (JAN 1999)

52.219-28 Post-Award Small Business Program Rerepresentation. (JUL 2013)

(a) Definitions. As used in this clause-

Long-term contract means a contract of more than five years in duration, including options.

However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts-

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code [insert NAICS Code] assigned to contract number [insert contract number]. (Contractor to sign and date and insert authorized signer's name and title).

(End of clause)

52.222-21 Prohibition of segregated facilities. (APR 2015)

52.222-26 Equal Opportunity. (SEP 2016)

52.222-37 Employment Reports on Veterans. (FEB 2016)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC 2010)

52.222-50 Combating Trafficking in Persons. (MAR 2015)

52.222-52 Exemption From Application of the Service Contract Labor Standards to Contracts for Certain Services-Certification. (MAY 2014)

52.223-5 Pollution Prevention and Right-to-Know Information. (MAY 2011)

52.223-5 Pollution Prevention and Right-to-Know Information. (MAY 2011)

52.223-6 Drug-Free Workplace. (MAY 2001)

52.223-10 Waste Reduction Program. (MAY 2011)

52.223-10 Waste Reduction Program. (MAY 2011)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. (AUG 2011)

52.223-19 Compliance with Environmental Management Systems. (MAY 2011)

52.223-19 Compliance with Environmental Management Systems. (MAY 2011)

52.224-1 Privacy Act Notification. (APR 1984)

52.224-2 Privacy Act. (APR 1984)

52.225-13 Restrictions on Certain Foreign Purchases. (JUN 2008)

52.227-11 Patent Rights-Ownership by the Contractor. (MAY 2014)

(a) As used in this clause-

Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.)

Made means-

(1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or

(2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics.

Nonprofit organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26

U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

Practical application means to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Subject invention means any invention of the Contractor made in the performance of work under this contract.

(b) Contractor's rights (1) Ownership. The Contractor may retain ownership of each subject invention throughout the world in accordance with the provisions of this clause.

(2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(ii) The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f).

(c) Contractor's obligations. (1) The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure shall identify the inventor(s) and this contract under which the subject invention was made. It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale (i.e., sale or offer for sale), or public use of the subject invention, or whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use.

(2) The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer within 2 years of disclosure to the agency.

However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period.

(3) The Contractor shall file either a provisional or a nonprovisional patent application or a Plant Variety Protection Application on an elected subject invention within 1 year after election. However, in any case where a publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the Contractor shall file the application prior to the end of that statutory period. If the Contractor files a provisional application, it shall file a nonprovisional application within 10 months of the filing of the provisional application.