B08_Attachment 0008_Draft Task Order W15P7T-23-R-0004.docx

W15P7T-23-R-0004 SEPM DRAFT TASK ORDER

Section A- Solicitation/Contract Form

SUPPLEMENTAL INFORMATION

REQUEST FOR PROPOSAL (RFP)

SYSTEMS ENGINEERING AND PROGRAM MANAGEMENT SERVICES (SEPM), W15P7T-23-R-0004

27 February 2023

On behalf of Program Executive Office Command, Control, and Communications-Tactical (PEO C3T), the Army Contracting Command-Aberdeen Proving Ground (ACC-APG) requests a Cost Plus Fixed Fee (CPFF) and Cost (No Fee) proposal for Systems Engineering and Program Management Services (SEPM), Solicitation # W15P7T-23-R-0004. This effort will be awarded as a Task Order under the Section 8(a) Single Award Indefinite Delivery Indefinite Quantity (IDIQ) contract SEPM Support Services, Contract # TBD. The Period of Performance for this effort includes one 12-month base period and two 12-month option period. The award of this task order is subject to the receipt of adequate and proper funding. The Government reserves the right to cancel this requirement without incurring any proposal fees.

Section B- Supplies or services and prices/costs

ITEM

NO

PRICE

AMOUNT

A001

SEPM LABOR – BASE PERIOD

CLIN CONTRACT TYPE: Cost Plus Fixed Fee

This CLIN shall support all Base period labor as required IAW the PWS entitled, "Systems Engineering and Program Management Services", dated 18 January 2023.

IAW the PWS, the period of performance for the base period shall be a total of 12 months.

No travel or ODCs shall be charged under this CLIN.

SEPM ODC/MATERIAL – BASE PERIOD

CLIN CONTRACT TYPE: Cost No Fee

This CLIN shall support all Base period ODCs and material.

This CLIN shall be issued on a Cost (No Fee) basis. ODCs shall be approved by the COR IAW the PWS entitled "Systems Engineering and Program Management Services", dated 18 January 2023.

No labor, travel, or Fixed-Fee shall be charged under this CLIN.

SEPM TRAVEL – BASE PERIOD

This CLIN shall support all base period travel as required and IAW the PWS entitled “Systems Engineering and Program Management Services” dated 18 January 2023 (para 5.2).

Travel cannot be performed without written authorization from the COR.

No Labor, ODCs, or fee shall be charged under this CLIN.

SEPM LABOR – OPTION PERIOD 1

CLIN CONTRACT TYPE: Cost Plus Fixed Fee

This CLIN shall support all Option Period 1 labor as required IAW the PWS entitled, "Systems Engineering and Program Management Services", dated 18 January 2023.

IAW the PWS, the period of performance for Option Period 1 shall be a total of 12 months.

SEPM ODC/MATERIAL – OPTION PERIOD 1

This CLIN shall support all Option Period 1 ODCs and material.

This CLIN shall be issued on a Cost (No Fee) basis. ODCs shall be approved by the COR IAW the PWS entitled "Systems Engineering and

SEPM TRAVEL – OPTION PERIOD 1

This CLIN shall support all Option Period 1 travel as required and IAW the PWS entitled “Systems Engineering and Program Management Services” dated 18 January 2023 (para 5.2).

SEPM LABOR – OPTION PERIOD 2

CLIN CONTRACT TYPE: Cost Plus Fixed Fee

This CLIN shall support all Option Period 2 labor as required IAW the PWS entitled, "Systems Engineering and Program Management Services", dated 18 January 2023.

IAW the PWS, the period of performance for Option Period 2 shall be a total of 12 months.

SEPM ODC/MATERIAL – OPTION PERIOD 2

This CLIN shall support all Option Period 2 ODCs and material.

This CLIN shall be issued on a Cost (No Fee) basis. ODCs shall be approved by the COR IAW the PWS entitled "Systems Engineering and

SEPM TRAVEL – OPTION PERIOD 2

This CLIN shall support all Option Period 2 travel as required and IAW the PWS entitled “Systems Engineering and Program Management Services” dated 18 January 2023 (para 5.2).

BASIC CLIN FOR ELIN

The below ELINs are associated with the DATA ITEM NUMBERS on the CONTRACT DATA REQUIREMENTS LIST (CDRL) DD Form 1423, incorporated in Section J.

All CDRLs listed on the base contract (Contract # TBD) apply for this task order.

STATUS REPORT

Status Report shall be in accordance with the requirements, quantities, and schedules as set forth in the CDRL, DI-MGMT-80368A, CDRL D003 found in Section J.

This CDRL shall apply for the duration of contract performance.

CONTRACTOR MANPOWER REPORTING

Contractor Manpower Reporting in accordance with paragraph 4.1.5 of the PWS, Attachment 0001, Section J.

LO

Estimated Cost Fixed Fee Not to Exceed

CPFF

Not to Exceed

CPFF

Not to Exceed

CPFF

$ **NSP**

$ **NSP**

Section C- Descriptions/specifications/statements of work SEE Attachment 0001 – SEPM PWS (18 January 2023)

Section D – Packaging and Marking N/A

Section E- Inspection and Acceptance For all CLINS:

INSPECTION: Destination ACCEPTANCE: Destination The following clause(s) are incorporated by reference:

FAR 52.246-5 – Inspection of Services – Cost Reimbursement (Apr 1984) Section F- Deliveries or Performance

1. The Period of Performance (POP) for this Task Order is as follows:

Option Period 2: TBD

2. Places of Performance: work to be performed under this contract will take place (but not limited to) the following locations: Aberdeen Proving Ground, MD; Camp Dodge, IA; China Lake, CA; Fort Hood, TX ; Fort Belvoir, VA; Fort Benning, GA; Fort Bliss, TX; Fort Bragg, NC; Fort Campbell, KY; Fort Carson, CO; Fort Drum, NY; Fort Eustis, VA; Fort Gordon, GA; Fort Huachuca, AZ; Fort Indiantown Gap, PA; Fort Irwin, CA; Fort Leavenworth, KS; Fort Leonard Wood, MO; Fort Meade, MD; Fort Monroe, VA; Fort Polk, LA; Fort Riley, KS; Fort Sill, OK; Fort Stewart, GA; Fort Washington, PA; Fort Wainwright, AK; Joint Base Elmendorf-Richardson, AK; Joint Base Lewis-McChord, WA; Joint Base McGuire-Dix-Lakehurst, NJ; Pentagon, Washington DC; Quantico, VA; Redstone Arsenal, AL; Schofield Barracks, HI; Tobyhanna Army Depot, PA; White Sands, NM; Yuma Proving Ground, AZ; Afghanistan; Africa; Australia; Cuba; Egypt; France; Germany; Japan; Korea; Kuwait; Pakistan; Qatar; United Arab Emirates; United Kingdom; Bulgaria; Hungary

The following clause(s) are incorporated by reference:

FAR 52.242-15 – Stop-Work Order (Aug 1989) – Alternate I (Apr 1984) DFARS 252.211-7007 – Reporting of Government-Furnished Property (Aug 2012)

Section G- Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

To Be Determined

1. TASK ORDER SUMMARY

The ceiling summary for this Task Order is as follows:

Base Period Cost: $TBD Base Period Fixed Fee: $TBD Total Base CPFF: $TBD

Option Period 1 Cost: $TBD Option Period 1 Fixed Fee: $TBD Total Option Period 1 CPFF: $TBD

Option Period 2 Cost: $TBD Option Period 2 Fixed Fee: $TBD Total Option Period 2 CPFF: $TBD

Total Task Order Value: $TBD

The Contractor shall not exceed the total amount funded without written authorization from the Procurement Contracting Officer (PCO). In accordance with base contract clause, FAR 52.232-22, Limitation of Funds, the Government shall not be obligated to reimburse the contractor for any costs in excess of the amount obligated.

2. Level of EFFORT (LOE) - Fixed Fee

a. To receive payment of the total fixed fee, Contractor agrees to provide the total LOE specified below in performance of the services specified in this contract/order. The total LOE for the performance of this contract/order shall be:

Base Period: 186,240 Option Period 1: 197,760 Option Period 2: 205,440

b. The total LOE includes subcontractor direct labor for those subcontractors specifically identified below (from the contractor’s proposal):

c. Of the total LOE, it is estimated that 0 man-hours are uncompensated effort. Uncompensated effort is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work. All other effort is defined as compensated effort. If no effort is indicated in the first sentence of this paragraph, uncompensated effort performed by the Contractor shall not be counted in fulfillment of the level of effort obligations under this contract.

d. Effort performed in fulfilling the total LOE specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended performing such actions as local travel to and from an employee's usual work location, uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) at an employee's residence or other non-work locations, or other time and effort that does is not specifically and directly related to performing work within scope of this contract/order.

e. The LOE expended by the Contractor under this contract/order may reasonably fluctuate in order to meet the objectives of the contract/order and as outlined in technical guidance letters issued by the Contracting Officer’s Representatives (COR). If the Government determines that it needs to increase the total LOE under the contract/order it will do so by issuing a bi-lateral modification to the contract/order.

f. If the Contractor believes the total LOE will be expended prior to the end of the period of performance the Contractor shall notify the Contracting Officer in writing. The notification shall contain all the information necessary to support the need for the additional LOE as well as the cost of the LOE. If the Government concurs the Contracting Officer will negotiate a change to the total LOE and increase the estimated cost and fixed fee as appropriate.

g. If the total LOE specified in paragraph a. above is not provided by the Contractor during the specified period of performance, the Contracting Officer, at his/her’s sole discretion, shall either (i) reduce the fee of this contract as follows:

Fee Reduction Percentage = Total LOE – Expended LOE Total LOE or (ii) require the Contractor to continue to perform work until the total LOE shall have been expended, at no increase in the fee.

h. The Contractor shall indicate on each invoice for payment the total LOE expended during the period covered by the invoice, separately identifying compensated effort and uncompensated effort, if any.

i. Within 45 days after end of a period of performance specified in the contract/order, the Contractor shall request payment of the fixed fee submitting the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and to the DCAA office to which vouchers are submitted: (1) the total LOE expended during the period of performance; (2) a breakdown of the total LOE showing the number of man hours expended in each direct labor classification; (3) justification for the amount of fee requested. Fee payment requests shall include subcontractor LOE information as applicable.

j. Notwithstanding any of the provisions in the above paragraphs, the Government is authorized to require the Contractor to provide 10 percent additional total LOE at no increase in fixed fee.

3. 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS

(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 shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s).

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items—

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

N/A

(B) For services that do not require the shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer

N/A

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

(Note: The contractor may use a WAWF “combo” document type to create some Combinations of invoice and receiving report in one step.)

(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* Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC TBD Issue By DoDAAC W15P7T Admin DoDAAC W15P7T Inspect By DoDAAC W81LH7 Ship To Code N/A Ship From Code N/A Mark For Code N/A Service Approver (DoDAAC) W81LH7 Service Acceptor (DoDAAC) W81LH7 Accept at Other DoDAAC N/A LPO DoDAAC N/A DCAA Auditor DoDAAC TBD Other DoDAAC(s) N/A

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

benjamin.j.mcguire4.civ@army.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.

benjamin.j.mcguire4.civ@army.mil

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

4. SPECIAL INVOICING INSTRUCTIONS:

1. The contractor shall invoice in accordance with the Wide Area Workflow (WAWF) information and instruction for each contract line item (CLIN) type. Please see each WAWF Clause for specific instructions.

2. When submitting cost vouchers for Cost or CPFF type CLINs the contractor shall submit an electronic courtesy copy of the invoice via e-mail that is to be submitted through the WAWF to the contract designated COR.

5. PAYMENT INSTRUCTIONS- PGI 204.7108(12)- OTHER

In accordance with PGI 204.7108, clauses 252.204-0001 through 011 are not applicable to this contract; therefore, PGI 204.7108(d)(12) Other applies as follows: If there is more than one ACRN within a contract line item, the payment office will make payment using the ACRN(s) cited on the contractor's invoice. The non-standard clause (d)(12) Other provide a significantly better reflection of how funds will be expended in support of contract performance.”

In order to properly match disbursements, the paying office shall ensure that the invoice/voucher is disbursed from only those accounting classification reference numbers (ACRNs) and their corresponding sub line item numbers (SLINs) indicated on the invoice/voucher.

CLIN is funded by multiple customers, funds cannot be disbursed in any systemic sequence they must be disbursed as it is worked, paying systemically would cause funds to be used for wrong projects or task, therefore use PGI 012 and pay from ACRN cited on invoice. Government advised contractor on what ACRNs to invoice.

Section H- Special Contract Requirements

1. Enterprise-Wide Contractor Manpower Reporting Application (eCMRA)

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract via the SAM.gov secure data collection site. The contractor is required to completely fill in all required data fields within the SAM.gov site.

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year, beginning with 2021. Contractors may direct questions to the help desk at http://sam.gov.

2. CPARS REQUIREMENT:

In order to ensure the timely completion of contractor performance reports/ assessments within Contractor Performance Assessment Reporting System (CPARS), the following individuals are assigned these specific roles within the system:

Assessing Official: Appointed COR

Contractor Representative: Appointed Contractor Representative

Training for all persons responsible for the preparation and review of performance assessments is available online at http://www.cpars.csd.disa.mil/allapps/cpartrng/webtrain/webtrainall.htm

3. Contractors shall notify the Contracting Officer before incurring direct labor rates in excess of those proposed rates, provide a detailed rationale for the need to utilize personnel with direct labor rates exceeding those proposed, including a description of the benefit to the Government; and provide a detailed breakdown of how the costs associated by the increased direct labor rates will be absorbed within the direct labor cost ceiling on the task order.

Additionally, contractors are not authorized to incur/bill any uplifts to its costs in excess of what was proposed to include but not limited to individual bonuses without prior Contracting Officer consent.

*** END OF NARRATIVE H0001 ***

Section I Contract Clauses All clauses contained within the Base Contract apply in full force and effect to this Task Order, except as notified in this Task Order. Where the specific clauses, terms, or conditions of this Delivery/Task Order conflict with the clauses, terms, or conditions of the Base Contract or any of its subsequent modifications, the clause, term, or condition most recent in time shall control.

The following clauses are incorporated by reference:

52.202-1 DEFINITIONS (NOV/2013)

52.203-3 GRATUITIES (APR/1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY/2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP/2006)

52.203-7 ANTI-KICKBACK PROCEDURES (MAY/2014)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY/2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY/2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT/2010)

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (DEC/2011)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN/2017)

52.204-2 SECURITY REQUIREMENTS (AUG/1996)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY/2011)

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN/2011)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT/2016)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT/2016)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL/2016)

52.207-3 RIGHT OF FIRST REFUSAL OF EMPLOYMENT (MAY/2006)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT/2015) 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL/2013) 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV/2015)

52.210-1 MARKET RESEARCH (APR/2011)

52.215-2 AUDIT AND RECORDS--NEGOTIATIONS (OCT 2010) -- ALTERNATE II (AUG/2016)

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)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT/2010)

52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT/1997)

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS (JUL/2005) 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009) -- ALTERNATE I (OCT/2009)

52.216-8 FIXED FEE (JUN/2011)

52.216-11 COST CONTRACT--NO FEE (APR/1984)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV/2016)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB/1997)

52.222-3 CONVICT LABOR (JUN/2003)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR/2015)

52.222-26 EQUAL OPPORTUNITY (SEP/2016)

52.222-29 NOTIFICATION OF VISA DENIAL (APR/2015)

52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB/2016)

52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR/2015)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT/2015)

52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC/2015)

52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN/2017)

52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY/2011)

52.223-6 DRUG-FREE WORKPLACE (MAY/2001)

52.223-10 WASTE REDUCTION PROGRAM (MAY/2011)

52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY/2008) 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG/2011)

52.224-1 PRIVACY ACT NOTIFICATION (APR/1984)

52.224-2 PRIVACY ACT (APR/1984)

52.224-3 PRIVACY TRAINING (JAN/2017)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN/2008)

52.227-1 AUTHORIZATION AND CONSENT (DEC/2007)

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC/2007)

52.227-3 PATENT INDEMNITY (APR/1984)

52.227-10 FILING OF PATENT APPLICATIONS--CLASSIFIED SUBJECT MATTER (DEC/2007)

52.228-3 WORKERS' COMPENSATION INSURANCE (DEFENSE BASE ACT) (JUL/2014)

52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (MAR/1996)

52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUN/2010)

52.232-18 AVAILABILITY OF FUNDS (APR/1984)

52.232-20 LIMITATION OF COST (APR/1984)

52.232-22 LIMITATION OF FUNDS (APR/1984)

52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) -- ALTERNATE I (APR 1984)

52.232-25 PROMPT PAYMENT (JAN 2017) - ALTERNATE I (FEB 2002)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--SYSTEM FOR AWARD MANAGEMENT (JUL/2013)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN/2013)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC/2013)

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)

52.237-2 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)

52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAY/2014)

52.242-13 BANKRUPTCY (JUL/1995)

52.243-2 CHANGES - COST-REIMBURSEMENT (AUG 1987) -- ALTERNATE I (APR 1984)

52.244-5 COMPETITION IN SUBCONTRACTING (DEC/1996)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JAN/2017)

52.245-1 GOVERNMENT PROPERTY (JAN/2017)

52.245-9 USE AND CHARGES (APR/2012)

52.249-6 TERMINATION (COST REIMBURSEMENT) (MAY/2004)

52.249-14 EXCUSABLE DELAYS (APR/1984)

52.250-5 SAFETY ACT--EQUITABLE ADJUSTMENT (FEB/2009)

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) 252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT-RELATED FELONIES (DEC/2008)

252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP/2013)

252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL (DEC/2012)

252.203-7004 DISPLAY OF HOTLINE POSTERS (OCT/2016)

252.204-7000 DISCLOSURE OF INFORMATION (OCT/2016)

252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR/1992)

252.204-7006 BILLING INSTRUCTIONS (OCT/2005)

252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (OCT/2016) 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 TERRORIST COUNTRY (OCT/2015)

252.215-7002 COST ESTIMATING SYSTEM REQUIREMENTS (DEC/2012)

252.222-7002 COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS) (JUN/1997)

252.222-7006 RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (DEC/2010)

252.223-7004 DRUG-FREE WORK FORCE (SEP/1988)

252.223-7006 PROHIBITION ON STORAGE, TREATMENT, AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS—BASIC (SEP/2014) 252.225-7004 REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA--SUBMISSION AFTER AWARD (OCT/2015) 252.225-7040 CONTRACTOR PERSONNEL SUPPORTING U.S. ARMED FORCES DEPLOYED OUTSIDE THE UNITED STATES (OCT/2015)

252.225-7041 CORRESPONDENCE IN ENGLISH (JUN/1997)

252.225-7048 EXPORT-CONTROLLED ITEMS (JUN/2013)

252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC ENTERPRISES, AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS (SEP/2004) 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)

252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE (SEP/2016)

252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS (MAY/2013)

252.227-7027 DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE (APR/1988)

252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (SEP/2016)

252.227-7039 PATENTS--REPORTING OF SUBJECT INVENTIONS (APR/1990)

252.228-7003 CAPTURE AND DETENTION (DEC/1991)

252.231-7000 SUPPLEMENTAL COST PRINCIPLES (DEC/1991)

252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (JUN/2012)

252.232-7008 ASSIGNMENT OF CLAIMS (OVERSEAS) (JUN/1997)

252.232-7010 LEVIES ON CONTRACT PAYMENTS (DEC/2006)

252.233-7001 CHOICE OF LAW (OVERSEAS) (JUN/1997)

252.237-7010 PROHIBITION ON INTERROGATION OF DETAINEES BY CONTRACTOR PERSONNEL (JUN/2013)

252.239-7010 CLOUD COMPUTING SERVICES (OCT/2016)

252.242-7005 CONTRACTOR BUSINESS SYSTEMS (FEB/2012)

252.242-7006 ACCOUNTING SYSTEM ADMINISTRATION (FEB/2012)

252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT (DEC/2012)

252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS (JUN/2013)

252.244-7001 CONTRACTOR PURCHASING SYSTEM ADMINISTRATION (MAY2014) -- ALTERNATE I (MAY/2014) 252.245-7001 TAGGING, LABELING, AND MARKING OF GOVERNMENT-FURNISHED PROPERTY (APR/2012)

252.245-7002 REPORTING LOSS OF GOVERNMENT PROPERTY (APR/2012)

252.245-7003 CONTRACTOR PROPERTY MANAGEMENT SYSTEM ADMINISTRATION (APR/2012)

252.245-7004 REPORTING, REUTILIZATION, AND DISPOSAL (SEP/2016)

(End of Clauses Included by Reference)

Clauses incorporated by full text:

FAR 52.216-7 - 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;

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

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

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

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

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

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

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

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

(F) Facilities capital cost of money factors computation.

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

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

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

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

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

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

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

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

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

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

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

(B) General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p). Additional salary reference information is available at 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.

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

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

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

(K) Federal and State income tax returns.

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

(M) Minutes from board of directors meetings.

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

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

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

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

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

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

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

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

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

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

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

(1) Shall be the anticipated final rates; and

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

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

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

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

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment.

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

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

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

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

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

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

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

(End of clause) FAR 52.217-8 – Option to Extend Services (Nov 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of clause) FAR 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 10 days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 36 months.

(End of Clause)

FAR 52.244-2 Subcontracts (Jun 2020)

(a) Definitions. As used in this clause-

"Approved purchasing system" means a Contractor’s purchasing system that has been reviewed and approved in accordance with part 44 of the Federal Acquisition Regulation (FAR).

"Consent to subcontract" means the Contracting Officer’s written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that-

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds-

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts:

(e)

(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor’s current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting-

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall constitute a determination-

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR subpart 44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations:

Subcontractor CAGE Code

TBD TBD

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

(a) Definitions. As used in this clause—

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or…