DRAFT RFP 80AFRC21R0009.pdf

25. PAYMENT WILL BE MADE BY

C. E-MAIL ADDRESS

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 6. REQUISITION/PURCHASE NUMBER5. DATE ISSUED

SOLICITATION, OFFER, AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

PAGE OF PAGESRATING

B. TELEPHONE (NO COLLECT CALLS)10. FOR

INFORMATION

CALL:

A. NAME:

8. ADDRESS OFFER TO (if other than item 7)7. ISSUED BY CODE

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

CAUTION - LATE Submission, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

9. Sealed offers in original and hand carried, in the depository located in until local time (Hour) (Date)(City) copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev.6/2014) Prescribed by GSA FAR (48 CFR) 53.214 (c)

CALENDAR DAYS (%)13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%)

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16 , Minimum Bid Acce ptance Period.

AWARD (To be completed by Government)

11. TABLE OF CONTENTS

16. NAME AND TITLE OF PERSON AUTHORIZED

TO SIGN OFFER (Type or print)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amend-ments to the SOLICITATION for offerors and related documents numbered and dated):

12. In compliance with the above, the undersigned agrees, if this offer is accepted within inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the desi gnated point(s ), whithin the time specified in the schedule.

CONTRACT ADMINISTRATION DATA L INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFERORS

SPECIAL CONTRACT REQUIREMENTS M EVALUATION FACTORS FOR AWARD

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

(X) DESCRIPTION PAGE (S ) SEC. DESCRIPTION PAGE (S )

SUPPLIES OR SERVICES AND PRICES/COSTS PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

PART I - THE SCHEDULE PART II- CONTRACT CLAUSES

I CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

DESCRIPTION/SPECS./WORK STATEMENT J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING PART IV - REPRESENTATIONS AND INSTRUCTIONS

DELIVERIES OR PERFORMANCE

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

AMENDMENT NO. DATEAMENDMENT NO. DATE

G

H

SEC.

B

A

C

E

D

F

(X)

FACILITY CODECODE

18. OFFER DATE15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE

15B. TELEPHONE NUMBER

17. SIGNATURE

20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED 21. ACCOUNTING AND APPROPRIATION INFORMATION

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

24. ADMINISTERED BY (If other than item 7) CODE

28. AWARD DATE27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

26. NAME OF CONTRACTING OFFICER (Type or print) calendar days (60 calendar days unless a different period is

15A. NAME

AND

ADDRESS

OF

OFFEROR

10 U.S.C. 2304 (c) ( 41 U.S.C. 3304 (a) () )

1 6

80AFRC21R0009 X 11/19/2020

NASA

Armstrong Flight Research Center P.O. Box 273, M/S 4811-140 Edwards CA 93523-0273

James G. Williams

No hard copies accepted 14:00:00 03/02/2021

JAMES G. WILLIAMS 276 - 2501 james.g.williams-1@nasa.gov

X 1 X 2 - 3 X 3 X X 4 X 4 X 4 - 6 X 6 - 9

X 9 - 35

X 3

X 36 - 5

X 5 X - 6

$0.00

NASA

Armstrong Flight Research Center P.O. Box 273, M/S 4811-140 Edwards CA 93523-0273

AREA CODE NUMBER EXTENSION

(661)

AREA CODE NUMBER EXTENSION

https://www.nssc.nasa.gov/vendorpayment

NSSC-AccountsPayable@nasa.gov

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RRIII - LISTLIST OFOF DOCUMENTS,DOCUMENTS, EXEXRFRFPARTRT II- CONTRACT CLAUCLAURFRCONTRACTCONTRACT CLAUSESAUSERROF ATTACHMENTSATTACHRRIV - REPRESENTATREPRESENTARRTIONS, CC

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RFPjames.g.williams-1@nasa.j

NSIONNSION F

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT PRICE AMOUNT

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED

NAME OF OFFEROR OR CONTRACTOR

(A) (B) (C) (D) (E) (F)

UNIT

OPTIONAL FORM 336 (4-86)

Sponsored by GSA FAR (48 CFR) 53.110

Page of

80AFRC21R0009

2 6

0001 Contract award through CDR

0002 From CDR through close-out

DRAFT

D

FTT RFP

RRFPFP

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 3 of 66

80AFRC21R0009

CONTRACTOR

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

1852.216-73 Estimated Cost and Cost Sharing (Dec 1991)

(a) It is estimated that the total cost of performing the work under this contract will be $ TBD

(b) For performance of the work under this contract, the Contractor shall be reimbursed for not more than percent of the costs of performance determined to be allowable under the Allowable Cost and Payment clause. The remaining percent or more of the costs of performance so determined shall constitute the Contractor’s share, for which it will not be reimbursed by the Government.

(c) For purposes of the [insert “Limitation of Cost” or “Limitation of Funds”] clause, the total estimated cost to the Government is hereby established as $ (insert estimated Government share); this amount is the maximum Government liability.

(d) The Contractor shall maintain records of all contract costs claimed by the Contractor as constituting part of its share. Those records shall be subject to audit by the Government. Costs contributed by the Contractor shall not be charged to the Government under any other grant, contract, or agreement (including allocation to other grants, contracts, or agreements as part of an independent research and development program).

(End of clause)

1852.216-78 Firm Fixed Price (Dec 1988)

The total firm fixed price of this contract is $ TBD.

1852.232-81 Contract Funding (Jun 1990)

(a) For purpose of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government to this contract is $ TBD. This allotment is for [Insert applicable item number(s), task(s), or work description] and covers the following estimated period of performance: .

(b) An additional amount of $ TBD is obligated under this contract for payment of fee.

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

See attached Statement of Objectives

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 4 of 66

SECTION D – PACKAGING AND MARKING

SECTION E – INSPECTION AND ACCEPTANCE

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

52.246-5 Inspection of Services-Cost-Reimbursement (Apr 1984)

SECTION F – DELIVERIES OR PERFORMANCE

52.242-15 Stop-Work order (Aug 1989) Alternate I (Apr 1984)

SECTION G - CONTRACT ADMINISTRATION DATA

1852.223-71 Authorization for Radio Frequency Use (Apr 2015)

1852.227-70 New Technology—Other Than A Small Business Firm or Nonprofit Organization (Apr 2015)

1852.227-72 Designation of New Technology Representative and Patent Representative (Apr 2015)

1852.242-73 NASA Contractor Financial Management Reporting (Nov 2004)

1852.232-80 Submission of Vouchers/Invoices for Payment (Apr 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD

Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC’s Vendor Payment information web site at:

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 5 of 66

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract’s terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 6 of 66

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

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

1852.223-75 Major Breach of Safety or Security (Feb 2002)

1852.235-73 Final Scientific and Technical Reports (Dec 2006) Alternate I (Feb 2003)

1852.244-70 Geographic Participation in The Aerospace Program (Apr 1985)

H.1 Determination to Continue Performance of the Electrified Powertrain Flight Demonstrator (EPFD)

Throughout the performance of this contract NASA will review each awardee’s progress toward technology maturation and successful completion of the ground and flight test requirements to determine if continued performance is in the best interest of the Government. At any point within contract performance, NASA will consider the following when make such determination:

(a.) The EPFD program receiving authorization to proceed at each Key Decision Point;

(b.)Its need for the continued performance of the EPFD requirement;

(c.) The maturity progress of the awardee’s program from contract award to the current review;

(d.)The benefits of the awardee’s technology in meeting the EPFD objectives when compared to the other awardees; and

(e.) NASA’s availability of funds.

NASA shall conduct the review as it determines necessary to may a decision regarding continued performance of the contract. Upon the determination that the NASA will or will not support continued performance of an awardee’s contract, NASA will provide written notification to the contractor identifying its determination to continue or not continue performance. NASA will provide a completion date for contract it determines will not continue performance no less than 45 day prior to the identified completion date.

1852.225-70 Export Licenses (Feb 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 7 of 66

Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at [insert name of NASA installation], where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

1852.232-77 Limitation 0f Funds (Fixed-Price Contract) (Mar 1989)

(a) Of the total price of items through , the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

Date Amounts

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract.

The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c)(1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until .

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(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs

(f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(3)(i) The notice shall state the estimate when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor’s written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause.

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e) If, solely by reason of the Government’s failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 9 of 66 forth in paragraph (a) of this clause. This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

(End of clause)

1852.235-74 Additional Reports of Work—Research and Development (FEB 2003)

In addition to the final report required under this contract, the Contractor shall submit the following report(s) to the Contracting Officer:

(a) Monthly progress reports. The Contractor shall submit separate monthly reports of all work accomplished during each month of contract performance. Reports shall be in narrative form, brief, and informal. They shall include a quantitative description of progress, an indication of any current problems that may impede performance, proposed corrective action, and a discussion of the work to be performed during the next monthly reporting period.

(b) Quarterly progress reports. The Contractor shall submit separate quarterly reports of all work accomplished during each three-month period of contract performance. In addition to factual data, these reports should include a separate analysis section interpreting the results obtained, recommending further action, and relating occurrences to the ultimate objectives of the contract. Sufficient diagrams, sketches, curves, photographs, and drawings should be included to convey the intended meaning.

(c) Submission dates. Monthly and quarterly reports shall be submitted by the 15th day of the month following the month or quarter being reported. If the contract is awarded beyond the middle of a month, the first monthly report shall cover the period from award until the end of the following month. No monthly report need be submitted for the third month of contract effort for which a quarterly report is required. No quarterly report need be submitted for the final three months of contract effort since that period will be covered in the final report. The final report shall be submitted within days after the completion of the effort under the contract.

SECTION I - CONTRACT CLAUSES

52.202-1 Definitions (Jun 2020)

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 (Jun 2020)

52.203-7 Anti-Kickback Procedures (Jun 2020)

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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 (Jun 2020)

52.203-13 Contractor Code of Business Ethics and Conduct (Jun 2020)

52.203-14 Display of Hotline Poster(S) (Jun 2020)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Jun 2020)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

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

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020)

52.204-13 System for Award Management Maintenance (Oct 2018)

52.204-14 Service Contract Reporting Requirements (Oct 2016)

52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020)

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

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.(Jul 2018)

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020)

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Jun 2020)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

52.210-1 Market Research (Jun 2020)

52.215-2 Audit and Records—Negotiation (Jun 2020)

52.215-8 Order of Precedence—Uniform Contract format (Oct 1997)

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data (Aug 2011)

52.215-12 Subcontractor Certified Cost or Pricing Data (Jun 2020)

52.215-17 Waiver of Facilities Capital Cost of Money (Oct 1997)

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52.215-19 Notification of Ownership Changes (Oct 1997)

52.215-23 Limitations on Pass-Through Charges (Jun 2020)

52.219-8 Utilization of Small Business Concerns (Oct 2018)

52.219-9 Small Business Subcontracting Plan (Jun 2020)

52.222-3 Convict Labor (Jun 2003)

52.222-21 Prohibition of Segregated Facilities (Apr 2015)

52.222-26 Equal Opportunity (Sep 2016)

52.222-37 Employment Reports on Veterans (Jun 2020)

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

52.222-50 Combating Trafficking in Persons (Jan 2019)

52.222-54 Employment Eligibility Verification (Oct 2015)

52.222-62 Paid Sick Leave Under Executive Order 13706 (Jan 2017)

52.223-6 Drug-Free Workplace (May 2001)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020)

52.225-13 Restrictions on Certain foreign Purchases (Jun 2008)

52.227-11 Patent Rights - Ownership by The Contractor (May 2014) [(Modified by NFS 1852.227-11 (Apr 2015)]

52.227-16 Additional Data Requirements (Jun 1987)

52.228-7 Insurance-Liability to Third Persons (Mar 1996)

52.229-3 Federal, State, and Local Taxes (Feb 2013)

52.230-2 Cost Accounting Standards (Jun 2020)

52.230-6 Administration of Cost Accounting Standards (Jun 2010)

52.232-2 Payments Under Fixed-Price Research and Development Contracts (Apr 1984)

52.232-17 Interest (May 2014)

52.232-22 Limitation of Funds (Apr 1984)

52.232-23 Assignment of Claims (May 2014)

52.232-25 Prompt Payment (Jan 2017) Alternate I (Feb 2002)

52.232-33 Payment by Electronic Funds Transfer - System for Award Management (Oct 2018)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

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52.232-40 Providing Accelerated Payments to Small Business Contractors

(DEC 2013) [(DEVIATION 20-03)]

52.233-1 Disputes (May 2014)

52.233-3 Protest After Award (Aug 1996) Alternate I (Jun 1985)

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)

52.242-1 Notice of Intent to Disallow Costs (Apr 1984)

52.242-4 Certification of Final Indirect Costs (Jan 1997)

52.242-5 Payments to Small Business Subcontractors (Jan 2017)

52.242-13 Bankruptcy (Jul 1995)

52.243-1 Changes-Fixed Price (Aug 1987) Alternate V (Apr 1984)

52.243-2 Changes - Cost-Reimbursement (Aug 1987) Alternate V (Apr 1984)

52.244-6 Subcontracts for Commercial Items (Aug 2019)[(DEVIATION 20-03)]

52.246-25 Limitation of Liability--Services (Feb 1997)

52.249-2 Termination for Convenience of The Government (Fixed-Price) (Apr 2012)

52.249-6 Termination (Cost-Reimbursement) (May 2004)

52.249-9 Default (Fixed-Price Research and Development) (Apr 1984)

52.253-1 Computer Generated forms (Jan 1991)

1852.203-70 Display of Inspector General Hotline Posters (Jun 2001)

1852.203-71 Requirement to Inform Employees of Whistleblower Rights (Aug 2014)

1852.215-84 Ombudsman (Nov 2011)

1852.216-89 Assignment and Release forms (Aug 2016)

1852.219-75 Individual Subcontracting Reports (Apr 2015)

1852.223-74 Drug- and Alcohol-Free Workforce (Nov 2015)

1852.228-75 Minimum Insurance Coverage (Oct 1988)

1852.235-70 Center for Aerospace Information (Dec 2006)

1852.237-72 Access to Sensitive Information (Jun 2005)

1852.237-73 Release of Sensitive Information (Jun 2005)

52.216-7 Allowable Cost and Payment (Aug 2018)

(a) Invoicing.

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(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;

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(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

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 15 of 66 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).

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 16 of 66

(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 https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedBeforeJun e24.pdf and https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedafterJune2 4.pdf.

(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.

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 17 of 66

(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.

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 18 of 66

(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

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 19 of 66 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.

52.219-28 Post-Award Small Business Program Rerepresentation (May 2020)

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

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 20 of 66 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 (d) 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 any of the small business concerns identified in

19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon 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) If the Contractor represented that it was any of the small business concerns identified in

19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract.

(d) 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(s) assigned to this contract. The small business size

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 21 of 66 standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards.

(e) 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.

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) 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, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.

(g) 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 (f) or (h) of this clause.

(h) 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:

(1) The Contractor represents that it [_] is, [_] is not a small business concern under NAICS

Code _____ assigned to contract number _____.

(2) [Complete only if the Contractor represented itself as a small business concern in paragraph

(h)(1) of this clause.] The Contractor represents that it [_] is, [_] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) [Complete only if the Contractor represented itself as a small business concern in paragraph

(h)(1) of this clause.] The Contractor represents that it [_] is, [_] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) concern eligible under the WOSB Program.

[Complete only if the Contractor represented itself as a women-owned small business concern in paragraph (h)(3) of this clause.] The Contractor represents that—

(i) It [_] is, [_] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 22 of 66

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(4)(i) of this clause is accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture. [The Contractor shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture: _____.] Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(5) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete only if the Contractor represented itself as a women-owned small business concern eligible under the WOSB Program in (h)(4) of this clause.] The Contractor represents that—

(i) It [_] is, [_] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(5)(i) of this clause is accurate for each EDWOSB concern participating in the joint venture. [The Contractor shall enter the name or names of the EDWOSB concern and other small businesses that are participating in the joint venture:

_____.] Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

(6) [Complete only if the Contractor…