B08 Solicitation W52P1J-19-R-0134 01APR20.pdf

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Life Cycle Logistics Support and Chemical Demilitarization Training Facility Operation and Maintenance
Solicitation number
W52P1J19R0134-RFP
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This solicitation requests proposals for life cycle logistics support and operation and maintenance services at the Chemical Demilitarization Training Facility. The Army Contracting Command will award an indefinite-delivery, indefinite-quantity cost-plus-fixed-fee contract for support services including logistics, facility operations, and technical training. The contract consists of a base IDIQ award and five potential task orders covering 2020 through 2025. Services will support recovered chemical warfare material assessment, transport, and destruction efforts. The incumbent contractor is [Redacted]. Offerors must submit proposals by the closing date of [Redacted] following the instructions provided.

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Other files

File Type Posted
W52P1J19R0134-0004.pdf PDF
W52P1J19R0134-0003.pdf PDF
Attachment 0009 SERVICE CONTRACT ACT MARYLAND WAGE DETERMINATION 2015-4265.pdf PDF
W52P1J19R0134-0002.pdf PDF
W52P1J19R0134 Questions and Answers.pdf PDF
Corrected Attachment 0007 Past Performance Assessment Questionnaire.docx DOCX document
B08 Solicitation Amendment 0001 W52P1J19R0134 08APR2020.pdf PDF
Exhibit S - TOOL INVENTORY 24OCT19.xlsx XLSX spreadsheet
Attachment 0009 Maryland Wage Determination 2005-2247.pdf PDF
Attachment 0007 Past Performance Assessment Questionnaire.doc DOC document
Attachment 0010 Small Business Participation Plan Matrix.docx DOCX document
Exhibit U - SETH PHYSICAL INVENTORY 01AUG19.xlsx XLSX spreadsheet
Attachment 0001 Task Order 0001 First Year Performance Work Statement.pdf PDF
Attachment 0003 Task Order 0003 Third Year Performance Work Statement.pdf PDF
Attachment 0004 Task Order 0004 Fourth Year Performance Work Statement.pdf PDF
Exhibit A - CDRL PORTFOLIO.pdf PDF
Attachment 0006 Umbrella Performance Work Statement.pdf PDF
Exhibit T - GOVERNMENT FURNISHED EQUIPMENT LIST 01OCT19.xls XLS spreadsheet
Exhibit W - ARMY MATERIEL COMMAND FACILITIES AND EQUIPMENT MAINTENANCE E2184 INVENTORY LIST 20NOV19.xlsx XLSX spreadsheet
Attachment 0008 Cost-Price Matrix Rev 3.xlsx XLSX spreadsheet
Exhibit Q - GOVERNMENT FURNISHED PROPERTY LIST 03OCT19.xlsx XLSX spreadsheet
Attachment 0002 Task Order 0002 Second Year Performance Work Statement.pdf PDF
Exhibit V - FACILITIES AND EQUIPMENT MAINTENANCE ASSETS 20NOV19.xlsx XLSX spreadsheet
Attachment 0005 Task Order 0005 Fifth Year Performance Work Statement.pdf PDF
Exhibit R - DPAS PROPERTY REPORT 31OCT19.xlsx XLSX spreadsheet
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SOLICITATION, OFFER AND AWARD 1. This Contract Is A Rated Order Under

DPAS (15 CFR 700)

Rating Page of Pages

2. Contract Number 3. Solicitation Number 4. Type of Solicitation 5. Date Issued 6. Requisition/Purchase Number Sealed Bid (IFB)

Negotiated (RFP)

7. Issued By Code 8. Address Offer To (If Other Than Item 7)

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

SOLICITATION

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

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

10. For Information A. Name B. Telephone (No Collect Calls) C. E-mail Address

Call: Area Code Number Ext.

11. Table Of Contents

(X) Sec. Description Page(s) (X) Sec. Description Page(s)

Part I - The Schedule Part II - Contract Clauses A Solicitation/Contract Form I Contract Clauses

B Supplies or Services and Prices/Costs Part III - List Of Documents, Exhibits, And Other Attach.

C Description/Specs./Work Statement J List of Attachments D Packaging and Marking Part IV - Representations And Instructions E Inspection and Acceptance K Representations, Certifications, and F Deliveries or Performance Other Statements of Offerors G Contract Administration Data L Instrs., Conds., and Notices to Offerors H Special Contract Requirements M Evaluation Factors for Award

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

12. In compliance with the above, the undersigned agrees, if this offer is accepted within _____ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. Discount For Prompt Payment 10 Calendar Days (%) 20 Calendar Days (%) 30 Calendar Days (%) Calendar Days (%) (See Section I, Clause No. 52.232-8)

14. Acknowledgment of Amendments (The offeror acknowledges Amendment No. Date Amendment No. Date receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

15A. Name and Code Facility 16. Name and Title of Person Authorized to Sign Offer Address of (Type or Print) Offeror

15B. Telephone Number 15C. Check if Remittance Address is 17. Signature 18. Offer Date Area Code Number Ext. Different From Above – Enter such

Address In Schedule

AWARD (To be completed by Government)

19. Accepted As To Items Numbered 20. Amount 21. Accounting And Appropriation

22. Authority For Using Other Than Full And Open Competition: 23. Submit Invoices To Address Shown In Item

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

24. Administered By (If other than Item 7) Code 25. Payment Will Be Made By Code

26. Name of Contracting Officer (Type or Print) 27. United States Of America 28. Award Date

(Signature of Contracting Officer)

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

AUTHORIZED FOR LOCAL REPRODUCTION Standard Form 33 (Rev. 9-97) Previous edition is unusable Prescribed By GSA-FAR (48 CFR) 53.214(c)

W52P1J-19-R-0134 X

2020MAY0104:00pm

DOA6

SEE SCHEDULE

W52P1J

ARMY CONTRACTING COMMAND - RI

ROCK ISLAND, IL 61299-8000

BLDGS 60 & 62

SARAH E. LUTYENS

(309)782-1615

CCRI-AD

SARAH.E.LUTYENS.CIV@MAIL.MIL

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X 1

X 4 X 7

X 8 X 9 X 10

X 11

X 13

X 38

X 39

X 56

X 67

CONTINUATION SHEET

Reference No. of Document Being Continued Page of

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SECTION A - SUPPLEMENTAL INFORMATION

Buyer Name: SARAH E. LUTYENS

Buyer Office Symbol/Telephone Number: CCRI-AD/(309)782-1615

Type of Contract 1: Cost Plus Fixed Fee

Kind of Contract: Other

*** End of Narrative A0000 ***

A.1 The Army Contracting Command - Rock Island (ACC-RI) received a requirement on behalf of Recovered Chemical Materiel Directorate

(RCMD) of the Chemical Materials Activity (CMA) for the acquisition of Chemical Demilitarization Training Facility (CDTF) support services, as mandated by Public Law 102-484, for the disposal of all applicable chemical warfare materiel in a safe and environmentally acceptable manner. CDTF support services include providing logistics support, facility operations services, and technical training, as required by its performance work statement (PWS). The objective of this mission is to provide the following support services divided broadly into four areas:

a. First, provide the life cycle logistics support necessary to maintain equipment readiness and support field operations related to

Recovered Chemical Warfare Materiel (RCWM) assessment and destruction.

b. Second, provide training services related to the CMA equipment used for RCWM assessment, transport, and destruction.

c. Third, provide operational and maintenance support for the CDTF campus and CMA warehouses at Aberdeen Proving Ground, MD.

d. Fourth, provide support for other government agencies.

A.2 Request for Proposal (RFP) W52P1J-19-R-0134, issued as an unrestricted, full and open competitive solicitation, will result in a single source indefinite-delivery, indefinite-quantity (IDIQ) cost-plus-fixed-fee contract type award, in accordance with Federal

Acquisition Regulation (FAR) 16.5/Defense FAR Supplement (DFARS) 216.5, with a five-year ordering period (Task Orders 0001-0005) covering 2020-2025. All five Task Orders will be evaluated. Each task order period will primarily be one year (twelve months), however may be extended based on the Government's need. Once evaluated and a successful awardee is selected, the basic IDIQ contract will be issued concurrently with Task Order 0001 (first year), which will satisfy the Government's minimum ordering liability, as contained in the basic contract. Awarding of subsequent task orders will be at the Government's sole discretion; based on need, availability of funding, and performance of the contractor. The transition-in period for Task Order 0001 will be 90 days.

A.3 The Offerors proposal shall be valid for 180 days from the closing date of the formal RFP.

A.4 The incumbent contract number is W52P1J-15-D-0087.

A.5 This RFP should not be discussed with Government employees except the Procuring Contracting Officer (PCO) Rock Woodstock, rock.d.woodstock.civ@mail.mil and Contract Specialist Jocelyn Rain, jocelyn.w.rain.civ@mail.mil.

A.6 This RFP and any amendments to this RFP shall be issued electronically. Because of this, the Government is under no obligation to maintain an Offerors mailing list. Any Offerors interested in this requirement shall access https://beta.sam.gov to obtain the formal RFP and any amendments that may be issued.

A.7 Offerors to electronically submit proposals to RFPs posted on https://beta.sam.gov in accordance with proposal submission instructions located at Paragraph L.2.1.

A.8 Each Performance Work Statement (PWS) for Task Orders 0001 through 0005, as reflected in Section J, contain unique Options which shall be clearly priced in the Offerors' proposal. The unique sections are as follows:

Task Order 0001: PWS Sections 3.4.17.1, 3.4.17.2, and 3.5.1

Task Order 0002: PWS Sections 3.4.17.1, 3.4.17.2, and 3.5.1

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Task Order 0003: PWS Sections 3.4.17.1 and 3.4.17.2

Task Order 0004: PWS Sections 3.2.7.11, 3.2.7.12, and 3.3.2.1

Task Order 0005: PWS Section 3.2.2.5

A.9 The Government will compare the Offerors' proposal to Section L in order to perform a compliance review. Failure to provide proposals in accordance with the instructions/format specified in this RFP shall render the Offerors' proposal non-compliant. The proposal will not be further evaluated and will not be further considered for award.

A.10 The closing date and time for this RFP is identified on page one of this RFP, the Local Time is Central Time. All proposal documents are due at the time set forth in this RFP.

A.11 An Organization conflict of interest (OCI) means a situation in which-

(1) A Government contract requires a contractor to exercise judgment to assist the Government in a matter (such as in drafting specifications or assessing another contractor's proposal or performance) and the contractor or its affiliates have financial or other interests at stake in the matter, so that a reasonable person might have concern that when performing work under the contract, the contractor may be improperly influenced by its own interests rather than the best interests of the Government; or

(2) A contractor could have an unfair competitive advantage in an acquisition as a result of having performed work on a Government contract, under circumstances such as those described in paragraph (1) of this definition that put the contractor in a position to influence the acquisition.

(3) If the Contractor identifies an OCI, the Contractor shall make a prompt and full disclosure in writing to the PCO. OCI that arise during performance of the contract, as well as newly discovered conflicts that existed before contract award, shall be disclosed.

A.12 Some Exhibits found in Section J are listed as controlled in https://beta.sam.gov . In order to gain access to these controlled documents the person listed as the companys Data Custodian will have to specifically request access to each document and also supply the offerors CAGE code in the Reason for Request field. Due to file size and being controlled documents, Exhibit X Training Materials will be provided upon request via DoD Secure Access File Exchange (SAFE) https://safe.apps.mil/ .

A.13 The Government has provided other direct cost surrogate (plug) numbers which are identified in L.3.7.1(g).

A.14 The Government will consider timely questions from Offerors to the solicitation; to be timely, questions shall be submitted by the

Offerors no later than ten working days after the issuance date of the solicitation. Questions shall be submitted electronically to the

PCO and Contract Specialist, as identified in A.5. All timely questions and the Government's responses to these questions will be electronically issued in amendments to the solicitation. Late questions will not form a basis for extending the solicitation's proposal submission date.

A.15 The Government is not obligated to provide responses to any questions submitted by Offerors, but will consider them and incorporate changes into the RFP as deemed necessary.

*** END OF NARRATIVE A0001 ***

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PIIN/SIIN MOD/AMD

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B1. Ordering

Only contracting officers of ACC-RI are authorized to issue task orders under this basic contract. The contractor shall not accept any contractual instruction issued by any person other than the cognizant contracting officer or his/her authorized representative acting within the limits of their authority. The contracting officer representative (COR) will be so designated in writing by the contracting officer; the appointment letter will set forth the COR scope of authority and will be furnished to the contractor. The contractor is not authorized to commence work or to procure or manufacture material until a task order is issued by the contracting officer. Orders may be placed by the contracting officer by issuance of a written order or by electronic commerce methods.

The contracting officer will issue a Notice to Proceed letter to the contractor for each anticipated task order within a minimum of 30 days prior to performance end of the current task order, unless specified differently in the letter. The applicable certifications and representations by the contractor will be obtained by the contracting officer at the time of the letter.

Should there be any changes a RFP for the changes will be submitted to the contractor within 60 days prior to the start of the applicable task order. Information other than cost or pricing data or certified cost or pricing data (as applicable) shall be submitted by the contractor. The contractor and the contracting officer will enter into negotiations as soon as practical and reach agreement on the price, technical, and/or delivery requirements. The contracting officer will use price and/or cost analysis techniques in determining the agreed to price as fair and reasonable. Once agreement has been reached by the parties, a bilateral modification will be issued. If mission requirements will not allow for the timely issuance of a definitized change, the contracting officer will issue an un-priced change order modification, which will authorize the contractor to proceed with performance. The undefinitized order will be considered issued when signed by the contracting officer and released to the contractor. As issued, the applicable clauses, including those for an undefinitized action, will be incorporated into the respective task order; the applicable clauses for undefinitized actions are contained in Section I of this basic contract and will be referenced in the task order.

B2. Funding:

Applicable funding will be obligated with the issuance of the individual task order. The contractor shall be required to segregate costs by individual task orders issued under this basic contract.

B3. Unique Options:

Options will be exercised subject to Government need and availability of funding.

B4. Bid and proposal costs:

Bid and proposal costs for modifications to existing task orders shall be considered and accounted for as an indirect cost in accordance with FAR 31.205-18.

*** END OF NARRATIVE B0001 ***

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PIIN/SIIN

Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

0001 TASK ORDER 0001 $ _______________ __________________

SERVICE REQUESTED: CDTF SUPPORT

CLIN CONTRACT TYPE:

Cost Plus Fixed Fee

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

0002 TASK ORDER 0002 $ _______________ __________________

SERVICE REQUESTED: CDTF SUPPORT

CLIN CONTRACT TYPE:

Cost Plus Fixed Fee

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

0003 TASK ORDER 0003 $ _______________ __________________

SERVICE REQUESTED: CDTF SUPPORT

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

0004 TASK ORDER 0004 $ _______________ __________________

SERVICE REQUESTED: CDTF SUPPORT

5 73

PIIN/SIIN

Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

0005 TASK ORDER 0005 $ _______________ __________________

SERVICE REQUESTED: CDTF SUPPORT

CLIN CONTRACT TYPE:

Cost Plus Fixed Fee

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

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SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1. The performance work statement for Task Orders 0001 through 0005 is incorporated in section J, as Attachments 0001 through 0005 of this solicitation.

C.2 The umbrella performance work statement is incorporated in section J, as Attachment 0006, of this solicitation.

*** END OF NARRATIVE C0001 ***

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SECTION D - PACKAGING AND MARKING

D1. The individual task order technical requirements and respective performance work statements shall include any applicable packing, packaging, and/or marking requirements.

*** END OF NARRATIVE D0001 ***

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SECTION E - INSPECTION AND ACCEPTANCE

This document incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

https://www.acquisition.gov/

If the clause requires additional or unique information, then that information is provided immediately after the clause title.

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

E-1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT APR/1984

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SECTION F - DELIVERIES OR PERFORMANCE

This document incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

For FAR clauses: https://www.acquisition.gov/

For DFARS clauses: https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

If the clause requires additional or unique information, then that information is provided immediately after the clause title.

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

F-1 52.242-15 STOP-WORK ORDER AUG/1989

F-2 52.242-15 STOP-WORK ORDER (AUG 1989) -- ALTERNATE I (APR 1984) APR/1984

F-3 252.211-7007 REPORTING OF GOVERNMENT-FURNISHED PROPERTY AUG/2012

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SECTION G - CONTRACT ADMINISTRATION DATA

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

G-1 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS DEC/2018

(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.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and

Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (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.sam.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 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

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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 W52P1J

Admin DoDAAC W52P1J

Inspect By DoDAAC TBD

Ship To Code TBD

Ship From Code TBD

Mark For Code TBD

Service Approver (DoDAAC) TBD

Service Acceptor (DoDAAC) TBD

Accept at Other DoDAAC TBD

LPO DoDAAC TBD

DCAA Auditor DoDAAC TBD

Other DoDAAC(s) TBD

(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.

(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.

jocelyn.w.rain.civ@mail.mil

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

(End of clause)

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SECTION I - CONTRACT CLAUSES

This document incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

For FAR clauses: https://www.acquisition.gov/

For DFARS clauses: https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

If the clause requires additional or unique information, then that information is provided immediately after the clause title.

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

I-1 52.202-1 DEFINITIONS NOV/2013

I-2 52.203-3 GRATUITIES APR/1984

I-3 52.203-5 COVENANT AGAINST CONTINGENT FEES MAY/2014

I-4 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT SEP/2006

I-5 52.203-7 ANTI-KICKBACK PROCEDURES MAY/2014

I-6 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR MAY/2014

IMPROPER ACTIVITY

I-7 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY MAY/2014

I-8 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS OCT/2010

I-9 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS JAN/2017

OR STATEMENTS

I-10 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER MAY/2011

I-11 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL JAN/2011

I-12 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS OCT/2018

I-13 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT/2018

I-14 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE JUL/2016

I-15 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES JUL/2018

DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES

I-16 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO AUG/2019

SURVEILLANCE SERVICES OR EQUIPMENT

I-17 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH OCT/2015

CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

I-18 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY OCT/2018

MATTERS

I-19 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS NOV/2015

I-20 52.210-1 MARKET RESEARCH APR/2011

I-21 52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS APR/2008

I-22 52.215-2 AUDIT AND RECORDS--NEGOTIATIONS OCT/2010

I-23 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT OCT/1997

I-24 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA AUG/2011

I-25 52.215-14 INTEGRITY OF UNIT PRICES OCT/2010

I-26 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS OCT/2010

I-27 52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) JUL/2005

OTHER THAN PENSIONS

I-28 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN OCT/2010

CERTIFIED COST OR PRICING DATA --MODIFICATIONS

I-29 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES OCT/2009

I-30 52.216-8 FIXED FEE JUN/2011

I-31 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS OCT/2018

I-32 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN JAN/1999

I-33 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES FEB/1997

I-34 52.222-3 CONVICT LABOR JUN/2003

I-35 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS--OVERTIME COMPENSATION MAY/2018

I-36 52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS MAY/2014

I-37 52.222-20 CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND EQUIPMENT EXCEEDING MAY/2014

$15,000

I-38 52.222-21 PROHIBITION OF SEGREGATED FACILITIES APR/2015

I-39 52.222-26 EQUAL OPPORTUNITY SEP/2016

I-40 52.222-37 EMPLOYMENT REPORTS ON VETERANS FEB/2016

I-41 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS DEC/2010

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Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

ACT

I-42 52.222-41 SERVICE CONTRACT LABOR STANDARDS AUG/2018

I-43 52.222-50 COMBATING TRAFFICKING IN PERSONS JAN/2019

I-44 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION OCT/2015

I-45 52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 DEC/2015

I-46 52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 JAN/2017

I-47 52.223-6 DRUG-FREE WORKPLACE MAY/2001

I-48 52.223-10 WASTE REDUCTION PROGRAM MAY/2011

I-49 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING AUG/2011

I-50 52.224-1 PRIVACY ACT NOTIFICATION APR/1984

I-51 52.224-2 PRIVACY ACT APR/1984

I-52 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES JUN/2008

I-53 52.227-1 AUTHORIZATION AND CONSENT DEC/2007

I-54 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT DEC/2007

I-55 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS MAR/1996

I-56 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS JUN/2010

I-57 52.232-17 INTEREST MAY/2014

I-58 52.232-18 AVAILABILITY OF FUNDS APR/1984

I-59 52.232-20 LIMITATION OF COST APR/1984

I-60 52.232-22 LIMITATION OF FUNDS APR/1984

I-61 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) -- ALTERNATE I (APR 1984) APR/1984

I-62 52.232-25 PROMPT PAYMENT JAN/2017

I-63 52.232-25 PROMPT PAYMENT (JAN 2017) - ALTERNATE I (FEB 2002) FEB/2002

I-64 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--SYSTEM FOR AWARD MANAGEMENT OCT/2018

I-65 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUN/2013

I-66 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS DEC/2013

I-67 52.233-1 DISPUTES MAY/2014

I-68 52.233-3 PROTEST AFTER AWARD AUG/1996

I-69 52.233-3 PROTEST AFTER AWARD (AUG 1996) -- ALTERNATE I (JUN 1985) JUN/1985

I-70 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT/2004

I-71 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION APR/1984

I-72 52.237-3 CONTINUITY OF SERVICES JAN/1991

I-73 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS APR/1984

I-74 52.242-3 PENALTIES FOR UNALLOWABLE COSTS MAY/2014

I-75 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS JAN/1997

I-76 52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS JAN/2017

I-77 52.242-13 BANKRUPTCY JUL/1995

I-78 52.243-2 CHANGES--COST REIMBURSEMENT AUG/1987

I-79 52.243-2 CHANGES - COST REIMBURSEMENT (AUG 1987) -- ALTERNATE II (APR 1984) APR/1984

I-80 52.244-5 COMPETITION IN SUBCONTRACTING DEC/1996

I-81 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS AUG/2019

I-82 52.245-1 GOVERNMENT PROPERTY JAN/2017

I-83 52.245-9 USE AND CHARGES APR/2012

I-84 52.246-25 LIMITATION OF LIABILITY--SERVICES FEB/1997

I-85 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS JUN/2003

I-86 52.249-6 TERMINATION (COST REIMBURSEMENT) MAY/2004

I-87 52.249-14 EXCUSABLE DELAYS APR/1984

I-88 52.251-1 GOVERNMENT SUPPLY SOURCES APR/2012

I-89 52.253-1 COMPUTER GENERATED FORMS JAN/1991

I-90 252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE DEC/1991

I-91 252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS SEP/2011

I-92 252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT- DEC/2008

RELATED FELONIES

I-93 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS SEP/2013

I-94 252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL AUG/2019

I-95 252.203-7004 DISPLAY OF HOTLINE POSTERS AUG/2019

I-96 252.204-7000 DISCLOSURE OF INFORMATION OCT/2016

I-97 252.204-7002 PAYMENT FOR SUBLINE ITEMS NOT SEPARATELY PRICED DEC/1991

I-98 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT APR/1992

I-99 252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING OCT/2016

I-100 252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT MAY/2016

I-101 252.205-7000 PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS DEC/1991

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Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

I-102 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE MAY/2019

GOVERNMENT OF A TERRORIST COUNTRY

I-103 252.222-7006 RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS DEC/2010

I-104 252.223-7004 DRUG-FREE WORK FORCE SEP/1988

I-105 252.223-7006 PROHIBITION ON STORAGE, TREATMENT, AND DISPOSAL OF TOXIC AND SEP/2014

HAZARDOUS MATERIALS--BASIC

I-106 252.225-7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES DEC/2017

I-107 252.225-7048 EXPORT-CONTROLLED ITEMS JUN/2013

I-108 252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC APR/2019

ENTERPRISES, AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS

I-109 252.227-7013 RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS FEB/2014

I-110 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER FEB/2014

SOFTWARE DOCUMENTATION

I-111 252.227-7015 TECHNICAL DATA--COMMERCIAL ITEMS FEB/2014

I-112 252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION JAN/2011

I-113 252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE SEP/2016

I-114 252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED MAY/2013

INFORMATION MARKED WITH RESTRICTIVE LEGENDS

I-115 252.227-7027 DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE APR/1988

I-116 252.227-7030 TECHNICAL DATA--WITHHOLDING OF PAYMENT MAR/2000

I-117 252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA SEP/2016

I-118 252.231-7000 SUPPLEMENTAL COST PRINCIPLES DEC/1991

I-119 252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS DEC/2018

I-120 252.232-7010 LEVIES ON CONTRACT PAYMENTS DEC/2006

I-121 252.237-7010 PROHIBITION ON INTERROGATION OF DETAINEES BY CONTRACTOR PERSONNEL JUN/2013

I-122 252.242-7004 MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM MAY/2011

I-123 252.242-7006 ACCOUNTING SYSTEM ADMINISTRATION FEB/2012

I-124 252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT DEC/2012

I-125 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS JUN/2013

I-126 252.244-7001 CONTRACTOR PURCHASING SYSTEM ADMINISTRATION--BASIC MAY/2014

I-127 252.245-7001 TAGGING, LABELING, AND MARKING OF GOVERNMENT-FURNISHED PROPERTY APR/2012

I-128 252.245-7003 CONTRACTOR PROPERTY MANAGEMENT SYSTEM ADMINISTRATION APR/2012

I-129 252.245-7004 REPORTING, REUTILIZATION, AND DISPOSAL DEC/2017

I-130 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA--BASIC FEB/2019

I-131 52.216-19 ORDER LIMITATIONS OCT/1995

The basic contract that will result from this solicitation will be an indefinite delivery task order contract in accordance with FAR

16.504. It establishes a minimum amount the government will be required to order and a maximum amount the contractor is obligated to perform. FAR clauses 52.216-19, and -22 and DFARS clause 252.216-7006, located in section I of this solicitation, should be reviewed as they provide the contractual language and requirements regarding placement of orders. A minimum of $150,000 and a maximum of

$49,999,999.00 will be ordered under the contract awarded from this solicitation.

I-132 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 60 months; 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 ORDERING PERIOD OF

FIVE YEARS.

I-133 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

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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 subparagraph (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 Contractors payment request to the Government;

(B) Materials issued from the Contractors 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 form of payment to subcontractors.

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

(i) The Contractors 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 Contractors 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 Contractors 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.

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(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 Contractors 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

Contractors 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).

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(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, 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.

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(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 partys 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 Contractors 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 Contractors 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 Contractors indemnification of the Government against patent liability.

(End…

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