Attachment 2- Clauses.pdf

Attachment Two (2) – Applicable Clauses (HS002116C0008)

*Please note: Clauses that have been updated from the original contract have been changed to red font

Section E: Inspection and acceptance clauses

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Stop-Work Order AUG 1989

52.242-17 Government Delay Of Work APR 1984

52.246-4 Inspection Of Services--Fixed Price AUG 1996

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.247-34 F.O.B. Destination NOV 1991

Section G: Contract administration data clauses

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause--

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in

Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic

Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-

Based Training Course and use the Practice Training Site before submitting payment requests through

WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Cost Voucher – for CLINS 0001 and 0002 (including all subCLINS)

2-in-1 – for CLINS 0003, 0006, 1003, 1006, 2003, 2006, and 3003, 4001, 4003, 4004, 4005, and

4006 (including all subCLINs)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

HAA721 for CLINs 0001 and 0002 (including all subCLINS)

HS0001 for CLINs 0003, 0006, 1003, 1006, 2003, 2006, and 3003 (including all subCLINs)

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table (for CLIN 0001 and 0002 and all subCLINs)

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC HQ0690

Issue By DoDAAC HS0021

Admin DoDAAC HS0021

Inspect By DoDAAC HAA721

Ship To Code HS0001

DCAA Auditor DoDAAC HAA721

Routing Data Table (for CLIN 0003, 0006, 1003, 1006, 2003, 2006, and 3003 and all subCLINs)

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC HQ0690

Issue By DoDAAC HS0021

Admin DoDAAC HS0021

Inspect By DoDAAC HS0001

Ship To Code HS0001

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

For CLIN 4001, 4002, 4003, 4004, 4005, and 4006 jeannie.c.alnidawi.civ@mail.mil

For All Cost Type CLINS to include CLIN 0001 and 0002 and all subCLINs .

dcaa-fao6321@dcaa.mil teresa.l.williams80.civ@mail.mil

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in

WAWF from the following contracting activity's WAWF point of contact.

Zachery Bernard at: zachery.a.bernard.civ@mail.mil

Or

Clint Hartle at: ronald.c.hartle.civ@mail.mil

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

Section H - Special Contract Requirements Clauses

REOPENER CLAUSE

REOPENER CLAUSE - PENDING INDIRECT RATES PROPOSAL

(a) At the time the price for this contract was established, agreement could not be reached on indirect expense rates due to the contractor not having an approved DCMA Forward Pricing Rate

Agreement or approved indirect rates from DCAA. However, agreement was reached that

(Redacted) of the contract price is subject to a downward adjustment in accordance with the provisions of this clause.

(b) No later than June 30, 2020, the Contractor shall submit an indirect cost rate proposal to the

Contracting officer for purposes of adjusting the contract price. The supplemental proposal shall

(1) use the methodology, direct costs, and profit indicated in paragraph (a), (2) be supported by cost or pricing data (FAR 15.401), and a Certificate of Current Cost or Pricing Data (FAR 15.406-

2), and (3) include the effect of accounting system changes and contract modifications which may mailto:jeannie.c.alnidawi.civ@mail.mil mailto:dcaa-fao6321@dcaa.mil mailto:teresa.l.williams80.civ@mail.mil mailto:zachery.a.bernard.civ@mail.mil mailto:ronald.c.hartle.civ@mail.mil impact the amount of the adjustment. In no event will an upward adjustment be made to the finalized contract price.

(c) If determined necessary by the Contracting Officer, the Contractor agrees to commence negotiations concerning the amount of the adjustment within 30 days after receipt of the supplemental proposal by the Government.

(d) Should the Contractor fail to submit the information in paragraph (b), or should there be no agreement as to the amount of the price adjustment contemplated by this clause, then the

Contracting Officer may make a unilateral determination and modify the contract accordingly.

Failure to agree with such change in the contract price shall be resolved in accordance with the

Disputes clause of this contract.

(e) The Contractor warrants that the contract price does not include any other allowance for the indirect rate contingency except as shown above.

(f) Should information after award indicate the amount developed in paragraph (a) may vary significantly from the finalized price; the contract price shall be adjusted downward, through negotiation.

(End of Clause)

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

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

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

52.203-16 Preventing Personal Conflicts of Interest JUN 2020

52.203-17 Contractor Employee Whistleblower Rights and

Requirement To Inform Employees of

Whistleblower Rights

JUN 2020

52.204-2 Security Requirements AUG 1996

52.204-9 Personal Identity Verification of Contractor

Personnel

JAN 2011

52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

JUN 2020

52.204-13 System for Award Management Maintenance OCT 2018

52.204-18 Commercial and Government Entity Code

Maintenance

AUG 2020

52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor

Information Systems

JUN 2016

52.204-24 Representation Regarding Certain

Telecommunications and Video Surveillance

Services or Equipment

AUG 2020

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

52.209-10 Prohibition on Contracting With Inverted Domestic

Corporations

NOV 2015

52.211-5 Material Requirements AUG 2000

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

52.215-14 Integrity of Unit Prices JUN 2020

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data

-- Modifications

JUN 2020

52.215-22 Limitations on Pass-Through Charges--

Identification of Subcontract Effort

OCT 2009

52.215-23 Limitations on Pass-Through Charges JUN 2020

52.216-8 Fixed Fee JUN 2011

52.219-9 Small Business Subcontracting Plan JUN 2020

52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999

52.222-3 Convict Labor JUN 2003

52.222-19 Child Labor -- Cooperation with Authorities and

Remedies

JAN 2020

52.222-21 Prohibition Of Segregated Facilities APR 2015

52.222-22 Previous Contracts And Compliance Reports FEB 1999

52.222-25 Affirmative Action Compliance APR 1984

52.222-26 Equal Opportunity SEPT 2016

52.222-35 Equal Opportunity for Veterans JUN 2020

52.222-36 Equal Opportunity for Workers with Disabilities JUN 2020

52.222-50 Combating Trafficking in Persons JAN 2019

52.222-54 Employment Eligibility Verification OCT 2015

52.223-6 Drug-Free Workplace MAY 2001

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

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to

Iran-- Representation and Certifications.

JUN 2020

52.227-1 Authorization and Consent JUN 2020

52.227-2 Notice And Assistance Regarding Patent And

Copyright Infringement

JUN 2020

52.227-14 Rights in Data--General MAY 2014

52.227-17 Rights In Data-Special Works DEC 2007

52.227-18 Rights in Data--Existing Works DEC 2007

52.228-5 Insurance - Work On A Government Installation JAN 1997

52.229-3 Federal, State And Local Taxes FEB 2013

52.230-2 Cost Accounting Standards JUN 2020

52.230-3 Disclosure And Consistency Of Cost Accounting

Practices

JUN 2020

52.230-6 Administration of Cost Accounting Standards JUN 2020

52.232-1 Payments APR 1984

52.232-8 Discounts For Prompt Payment FEB 2002

52.232-11 Extras APR 1984

52.232-17 Interest MAY 2014

52.232-23 Assignment Of Claims MAY 2014

52.232-25 Prompt Payment JUL 2013

52.232-33 Payment by Electronic Funds Transfer--System for

Award Management

OCT 2018

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.233-1 Disputes MAY 2014

52.233-3 Protest After Award AUG 1996

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

52.237-2 Protection Of Government Buildings, Equipment, And Vegetation

APR 1984

52.237-3 Continuity Of Services JAN 1991

52.242-1 Notice of Intent to Disallow Costs APR 1984

52.242-13 Bankruptcy JUL 1995

52.242-15 Stop-Work Order AUG 1989

52.242-17 Government Delay Of Work APR 1984

52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984

52.243-4 Changes JUN 2007

52.245-1 Government Property JAN 2017

52.245-1 Alt I Government Property (Apr 2012) Alternate I APR 2012

52.245-9 Use And Charges APR 2012

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

52.249-8 Default (Fixed-Price Supply & Service) APR 1984

52.251-1 Government Supply Sources APR 2012

52.253-1 Computer Generated Forms JAN 1991

252.201-7000 Contracting Officer's Representative DEC 1991

252.203-7000 Requirements Relating to Compensation of Former

DoD Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of

Whistleblower Rights

SEP 2013

252.203-7005 Representation Relating to Compensation of

Former DoD Officials

NOV 2011

252.204-0009 Contract-wide: by Fiscal Year SEP 2009

252.204-7000 Disclosure Of Information OCT 2016

252.204-7002 Payment For Subline Items Not Separately Priced APR 2020

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7004 Antiterrorism Awareness Training for Contractors FEB 2019

252.204-7005 Oral Attestation of Security Responsibilities NOV 2001

252.204-7009 Limitations on the Use or Disclosure of Third-Party

Contractor Reported Cyber Incident Information

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and

Cyber Incident Reporting.

DEC 2019

252.204-7015 Notice of Authorized Disclosure of Information for

Litigation Support

MAY 2016

252.205-7000 Provision Of Information To Cooperative

Agreement Holders

DEC 1991

252.209-7004 Subcontracting With Firms That Are Owned or

Controlled By The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.211-7007 Reporting of Government-Furnished Property AUG 2012

252.215-7000 Pricing Adjustments DEC 2012

252.215-7002 Cost Estimating System Requirements DEC 2012

252.219-7003 Small Business Subcontracting Plan (DOD

Contracts)--Basic

DEC 2019

252.223-7004 Drug Free Work Force SEP 1988

252.227-7000 Non-estoppel OCT 1966

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014

252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software

Documentation

FEB 2014

252.227-7016 Rights in Bid or Proposal Information JAN 2011

252.227-7017 Identification and Assertion of Use, Release, or

Disclosure Restrictions

JAN 2011

252.227-7019 Validation of Asserted Restrictions--Computer

Software

SEP 2016

252.227-7020 Rights In Special Works JUN 1995

252.227-7021 Rights In Data--Existing Works MAR 1979

252.227-7025 Limitations on the Use or Disclosure of

Government-Furnished Information Marked with

Restrictive Legends

MAY 2013

252.227-7028 Technical Data or Computer Software Previously

Delivered to the Government

JUN 1995

252.227-7030 Technical Data--Withholding Of Payment MAR 2000

252.227-7037 Validation of Restrictive Markings on Technical

Data

SEP 2016

252.231-7000 Supplemental Cost Principles DEC 1991

252.232-7007 Limitation Of Government's Obligation APR 2014

252.232-7010 Levies on Contract Payments DEC 2006

252.239-7001 Information Assurance Contractor Training and

Certification

JAN 2008

252.239-7018 Supply Chain Risk FEB 2019

252.243-7001 Pricing Of Contract Modifications DEC 1991

252.243-7002 Requests for Equitable Adjustment DEC 2012

252.245-7001 Tagging, Labeling, and Marking of Government-

Furnished Property

APR 2012

252.245-7002 Reporting Loss of Government Property DEC 2017

CLAUSES INCORPORATED BY FULL TEXT

52.211-11 LIQUIDATED DAMAGES--SUPPLIES, SERVICES, OR RESEARCH AND

DEVELOPMENT (SEP 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $788.88 per calendar day of delay [Contracting Officer insert amount].

(b) If the Government terminates this contract in whole or in part under the Default--Fixed-Price

Supply and Service clause, the Contractor is liable for liquidated damages accruing until the

Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default--Fixed-Price Supply and Service clause in this contract.

52.216-7 ALLOWABLE COST AND PAYMENT

Allowable Cost and Payment (Aug 2018)

(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 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 this 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;

https://www.acquisition.gov/far/part-31#FAR_Subpart_31_2 https://www.acquisition.gov/far/part-52#FAR_52_232_25

(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) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(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) https://www.acquisition.gov/far/part-42#FAR_Subpart_42_7

(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 allow ability 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/ContractorCompensationCapContractsAwardedBeforeJune24.pdf and https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedafterJune24.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.

https://www.acquisition.gov/far/part-52#FAR_52_242_4 https://www.acquisition.gov/far/part-31#FAR_31_205_6 https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedBeforeJune24.pdf https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedBeforeJune24.pdf https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedafterJune24.pdf https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedafterJune24.pdf

(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 allow ability 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 https://www.acquisition.gov/far/part-42#FAR_42_708

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.

52.217-8 OPTION TO EXTEND SERVICES.

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 days.

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 30 Days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days 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 66 months.

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JULY

2013)

Post-Award Small Business Program Representation (May 2020)

(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 (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.

https://www.acquisition.gov/far/part-52#FAR_52_217_8 https://www.acquisition.gov/far/part-19#FAR_19_000

(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 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 541512 assigned to contract number HS002116C0008.

https://www.acquisition.gov/far/part-19#FAR_19_000 https://www.sba.gov/document/support--table-size-standards

(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

(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 represented itself as a small business concern in paragraph (h) (1) of this clause.] The Contractor represents that it □ is, □ is not a veteran-owned small business concern.

(7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h) (6) of this clause.] The Contractor represents that it □ is, □ is not a service-disabled veteran-owned small business concern.

(8) [Complete only if the Contractor represented itself as a small business concern in paragraph (h) (1) of this clause.] The Contractor represents that—

(i) It □ is, □ is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the

Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with

13 CFR part 126; and

(ii) It □ is, □ is not a HUBZone joint venture that complies with the requirements of 13

CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each

HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the

HUBZone joint venture: _____.] Each HUBZone small business concern participating in the

HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

[Contractor to sign and date and insert authorized signer's name and title.]

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed ZERO or the overtime premium is paid for work --

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall--

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

* Insert either "zero" or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a) (1) through (a) (4) of the clause.

52.232-22 LIMITATION OF FUNDS (APR 1984)

(a) The parties estimate that performance of this contract will not cost the Government more than

(1) the estimated cost specified in the Schedule or, (2) if this is a cost-sharing contract, the

Government's share of the estimated cost specified in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within the estimated cost, which, if this is a cost-sharing contract, includes both the

Government's and the Contractor's share of the cost.

(b) The Schedule specifies the amount presently available for payment by the Government and allotted to this contract, the items covered, the Government's share of the cost if this is a cost-sharing contract, and the period of performance it is estimated the allotted amount will cover.

The parties contemplate that the Government will allot additional funds incrementally to the contract up to the full estimated cost to the Government specified in the Schedule, exclusive of any fee. The Contractor agrees to perform, or have performed, work on the contract up to the point at which the total amount paid and payable by the Government under the contract approximates but does not exceed the total amount actually allotted by the Government to the contract.

(c) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that the costs it expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of (1) the total amount so far allotted to the contract by the Government or, (2) if this is a cost-sharing contract, the amount then allotted to the contract by the Government plus the Contractor's corresponding share. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the Schedule.

(d) Sixty days before the end of the period specified in the Schedule, the Contractor shall notify the Contracting Officer in writing of the estimated amount of additional funds, if any, required to continue timely performance under the contract or for any further period specified in the

Schedule or otherwise agreed upon, and when the funds will be required.

(e) If, after notification, additional funds are not allotted by the end of the period specified in the

Schedule or another agreed-upon date, upon the Contractor's written request the Contracting

Officer will terminate this contract on that date in accordance with the provisions of the

Termination clause of this contract. If the Contractor estimates that the funds available will allow it to continue to discharge its obligations beyond that date, it may specify a later date in its request, and the Contracting Officer may terminate this contract on that later date.

(f) Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause--

(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract; and

(2) The Contractor is not obligated to continue performance under this contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of (i) the amount then allotted to the contract by the Government or, (ii) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor's corresponding share, until the Contracting Officer notifies the Contractor in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this contract.

(g) The estimated cost shall be increased to the extent that (1) the amount allotted by the

Government or, (2) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor's corresponding share, exceeds the estimated cost specified in the Schedule. If this is a cost-sharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule.

(h) No notice, communication, or representation in any form other than that specified in subparagraph (f)(2) above, or from any person other than the Contracting Officer, shall affect the amount allotted by the Government to this contract. In the absence of the specified notice, the

Government is not obligated to reimburse the Contractor for any costs in excess of the total amount allotted by the Government to this contract, whether incurred during the course of the contract or as a result of termination.

(i) When and to the extent that the amount allotted by the Government to the contract is increased, any costs the Contractor incurs before the increase that are in excess of (1) the amount previously allotted by the Government or, (2) if this is a cost-sharing contract, the amount previously allotted by the Government to the contract plus the Contractor's corresponding share, shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

(j) Change orders shall not be considered an authorization to exceed the amount allotted by the

Government specified in the Schedule, unless they contain a statement increasing the amount allotted.

(k) Nothing in this clause shall affect the right of the Government to terminate this contract.