DRAFT RFP W58RGZ26R0026 FRAM II.pdf

DRAFTSECTION

15A. NAME AND

ADDRESS

OF OFFEROR

SOLICITATION, OFFER, AND AWARD 1. This Contract is a Rated Order under the Defense Priorities and Allocations System (DPAS) - Code of Federal Regulations - at 15 CFR 700.

CODE7. ISSUED BY 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 furnishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in until local time

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision Number 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. EMAIL ADDRESS

11. TABLE OF CONTENTS

(X) DESCRIPTION PAGE(S) (X) SECTION PAGE(S)DESCRIPTION

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

CONTRACT CLAUSES

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

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 set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause Number 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

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

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

DATEAMENDMENT NUMBERAMENDMENT NUMBER DATE

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

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 OPEN COMPETITION UNDER THE

UNITED STATES CODE AT:

10 U.S.C. 3204(a) ( )41 U.S.C. 3304(a)

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 12/2022)

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

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

Created On:

08 Apr 2026, 07:22 AM Central Daylight Time

1 218

W58RGZ26R0026

W6QK ACC-RSA

AMCOM CONTRACTING CENTER AIR, SPARKMAN CIR BLDG 5303

REDSTONE ARSENAL, AL 35898-0000

UNITED STATES

DEE ISOM, EMAIL: DEE.P.ISOM.CIV@ARMY.MIL TELEPHONE: 520-674-8338

W58RGZ

12:00 PM 30 APR 2026

DEE ISOM

520 674-8338 DEE.P.ISOM.CIV@ARMY.MIL

1-2 3-26

28-70 71-123 124-128 129-130

131-164

165-167

168-193

194-213 214-217

A-1. The Fort Rucker Aviation Maintenance (FRAM) II contract is anticipated to provide all aircraft maintenance and logistics support associated with training at Fort Rucker, Alabama. It is anticipated that a Formal RFP will be released in 2026; however, this date is subject to change without notice.

A-2. The Offeror shall utilize Section J Attachment 0012, , to submit questions in response to this pre-solicitation notice. Questions shall be submitted to usarmy.

redstone.acc.mbx.acc-rsa-fram-ii@army.mil, no later than 11:00 A.M. (CST), Tuesday, 28 April 2026.

*** END OF NARRATIVE ***

W58RGZ26R00

B-1. CLIN to PWS Crosswalk

For all CLIN Series XXX1 (AH-64E Aircraft Maintenance) and associated SLINs the following narrative shall apply:

The Contractor shall provide all maintenance and logistics support for all AH-64E Mission Design Series (MDS) Aircraft IAW Attachment 0001, PWS, excluding paragraphs covered under CLIN Series XXX6, Other Support; XXX7, Material; XXX8, Services and Travel; and XXX9, Local Purchase.

For all CLIN Series XXX2 (CH-47F Aircraft Maintenance) and associated SLINs the following narrative shall apply:

The Contractor shall provide all maintenance and logistics support for all CH-47F Mission Design Series (MDS) Aircraft IAW Attachment 0001, PWS, excluding paragraphs covered under CLIN Series XXX6, Other Support; XXX7, Material; XXX8, Services and Travel; and XXX9, Local Purchase.

For all CLIN Series XXX3 (UH-60M & UH-60A/L MEDEVAC Aircraft Maintenance) and associated SLINs the following narrative shall apply:

The Contractor shall provide all maintenance and logistics support for all UH-60M & UH-60A/L MEDEVAC Mission Design Series (MDS) Aircraft IAW Attachment 0001, PWS, excluding paragraphs covered under CLIN Series XXX6, Other Support; XXX7, Material; XXX8, Services and Travel; and XXX9, Local Purchase.

For all CLIN Series XXX4 (UH-72A Aircraft Maintenance) and associated SLINs the following narrative shall apply:

The Contractor shall provide all maintenance and logistics support for all UH-72A Mission Design Series (MDS) Aircraft IAW Attachment 0001, PWS, excluding paragraphs covered under CLIN Series XXX6, Other Support; XXX7, Material; XXX8, Services and Travel; and XXX9, Local Purchase.

For all CLIN Series XXX5 (MV-75 Aircraft Maintenance) and associated SLINs the following narrative shall apply:

The Contractor shall provide all maintenance and logistics support for all MV-75 Mission Design Series (MDS) Aircraft IAW Attachment 0001, PWS, excluding paragraphs covered under CLIN Series XXX6, Other Support; XXX7, Material; XXX8, Services and Travel; and XXX9, Local Purchase.

For all CLIN Series XXX6 (Other Support) and associated SLINs the following narrative shall apply:

The Contractor shall provide all maintenance and logistics support IAW Attachment 0001, PWS paragraphs 2.8.1., ALSE and NVDs; 2.8.2., Transient Aircraft; 2.8.3., External Satellite Repair;

2.8.4., Other Support Requirements. All other material shall be allocated towards the MDS CLIN.

For all CLIN Series XXX7 (Material) and associated SLINs the following narrative shall apply:

The Contractor shall provide all material IAW Attachment 0001, PWS paragraph 2.7.1., Manage Material and Supply Operations. All other material shall be allocated towards the appropriate MDS

CLIN.

For all CLIN Series XXX8 (Services and Travel) and associated SLINs the following narrative shall apply:

The Contractor shall provide all services and travel IAW Attachment 0001, PWS paragraphs:

2.3.5., Aircraft Recovery and Aircraft Monitor Personnel; 2.8.7., Support for Contingency Operations; 2.8.8., Other Weekend / Holiday Flights; 7.2, Management and Personnel. All other material shall be allocated towards the appropriate MDS CLIN.

For all CLIN Series XXX9 (Local Purchase) and associated SLINs the following narrative shall apply:

The Contractor shall provide all material IAW Attachment 0001, PWS paragraph 15.2, Local Purchase. All other material shall be allocated towards the appropriate MDS CLIN.

*** END OF NARRATIVE ***

Placeholder for future MV-75 Aircraft Maintenance expected to begin in OY4.

Option to Extend Services (IAW FAR 52.217-8)

Higher-Level Contract Quality Requirement (Dec 2014)

The Contractor shall comply with the higher-level quality standard(s) listed below.(a)

International Organizational for Standardization (ISO) 9001:2015 Certification

The Contractor shall include applicable requirements of the higher-level quality standard(s)(b) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in-

Any subcontract for critical and complex items (see 46.203(b) and (c)); or(1)

When the technical requirements of a subcontract require-(2)

Control of such things as design, work operations, in-process control, testing, and inspection;(i) or

Attention to such factors as organization, planning, work instructions, documentation control,(ii) and advanced metrology.

(End of clause)

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) As used in this clause-Definitions.

"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) The WAWF system provides the method to electronically processElectronic invoicing.

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

(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) The Contractor should follow the training instructions of the WAWFWAWF training.

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) Document submissions may be via webWAWF methods of document submission.

entry, Electronic Data Interchange, or File Transfer Protocol.

(f) The Contractor shall use the following information whenWAWF payment instructions.

submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) The Contractor shall submit payment requests using the followingDocument type.

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.

Not Applicable

(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.

Invoices as 2-in-1

(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 financing, submit a commercial financing request.

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

Not Applicable

(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

Issue By DoDAAC

Admin DoDAAC W58RGZ

Inspect By DoDAAC W58RGZ

Ship To Code W58RGZ

Ship From Code

Mark For Code Not Applicable

Service Approver (DoDAAC)

Service Acceptor (DoDAAC) TBD

Accept at Other DoDAAC Not Applicable

LPO DoDAAC Not Applicable

DCAA Auditor DoDAAC TBD

Other DoDAAC(s) Not Applicable

(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) The Contractor shall ensure a receiving report meets theReceiving report.

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.

Not Applicable

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

H-1. Incorporation of Wage Increases to the Collective Bargaining Agreement

Notwithstanding the pricing stated in Schedule B, in accordance with the Fair Labor Standards Act, should Department of Labor (DOL) adjustments to labor rates exceed the awarded amount in the SLIN pricing the Contractor may be entitled to an equitable adjustment. In that event, the Contractor shall submit substantiation that the DOL standards require increases in excess of the rates established under the contract.

The Government intends to negotiate the rate adjustments to the applicable year and all remaining option years.

H-2. Organizational Conflict of Interest

Offerors are hereby notified that performance under the contract resulting from this solicitation may give rise to a potential Organizational Conflict of Interest (OCI), as described in Federal Acquisition Regulation (FAR) Subpart 9.5. It is the intention of the parties that the successful awardee will not engage in any contractual activities which could cause a conflict of interest with its position under the resultant contract which may impair its ability to render unbiased advice and recommendations or in which it may have an unfair competitive advantage as a result of the knowledge, information, and experience gained during the performance of the resultant contract.

The successful Offeror shall enter into a written agreement with any firm whose proprietary data is used in connection with performance of the resultant contract to protect all proprietary information from unauthorized disclosure or use as long as it remains proprietary, to furnish the Contracting Officer with executed copies of all such agreements, and to refrain from using any proprietary information in supplying to the Government goods or services or for any purpose other than that for which it was furnished. The successful Offeror shall agree that any data furnished by the Government to the Contractor not generally available to other contractors shall be used only for performance under its contract, and all copies of such data shall be returned to the Government upon completion of the effort. Any data furnished by the Government containing trade secrets or commercial or financial data of other contractors shall be treated as proprietary data. Further, the successful Offeror shall agree not to reveal to third parties any data generated and/or reported to the Government in the performance of this effort. These restrictions are not intended to protect information furnished voluntarily without limitations on its use or availability to the U.S. Government or Contractor from other sources without restriction.

For the purpose of this clause, the terms "successful Offeror" and "Contractor" means the Contractor, its subsidiaries and affiliates, any joint venture involving the Contractor, any entity which the successor or assignee of the Contractor acting as a prime Contractor, subcontractor, or consultant to either the prime Contractor or subcontractor.

Furthermore, the parties agree that the successful Offeror shall ensure that this clause, "Organizational Conflict of Interest", is included in all subcontracts (changing identities of the parties as appropriate), at any level necessary to meet the requirements of this clause.

The exclusionary provisions of this clause will be effective for the duration of any contract resulting from this RFP. The Contractor shall include the same exclusion in its subcontract agreements.

*** END OF NARRATIVE ***

Display of Hotline Poster(s) (Nov 2021)

(a) Definition.

, as used in this clause, means the 50 States, the District of Columbia, and United States outlying areas.

Except as provided in paragraph (c)-(b) Display of fraud hotline poster(s).

During contract performance in the United States, the Contractor shall prominently display in(1) common work areas within business segments performing work under this contract and at contract work sites-

Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline(i) poster identified in paragraph (b)(3) of this clause; and

Any DHS fraud hotline poster subsequently identified by the Contracting Officer.(ii)

Additionally, if the Contractor maintains a company website as a method of providing(2) information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

Any required posters may be obtained as follows:(3)

N/A N/A

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

The Contractor shall include the substance of this clause, including this(d) Subcontracts.

paragraph (d), in all subcontracts that exceed the threshold specified in Federal Acquisition Regulation 3.1004(b)(1) on the date of subcontract award, except when the subcontract-

Is for the acquisition of a commercial product or commercial service; or(1)

Is performed entirely outside the United States.(2)

(End of clause)

Alternate III (Oct 1997). As prescribed in , add the following paragraph (c) to the 15.110(u)(3) basic clause:

(d) Submit the cost portion of the proposal via the following electronic media: See Section L.

Alternate IV-(Feb 2026) (Deviation). As prescribed in , replace the text of the basic 15.110(u)(4) clause with the following:

(a) Submission of certified cost or pricing data is not required.

(b) Provide data described below: See Section L.

Allowable Cost and Payment (Feb 2026) (Deviation)

(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) . A small business concern may receive more frequent paymentsSmall business concerns 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) . Schedule of claimedGeneral and Administrative expenses (final indirect cost pool) expenses by element of cost as identified in accounting records (Chart of Accounts).

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

(D) . Schedule of claimed expenses byOccupancy expenses (intermediate indirect cost pool) 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 ( , General Ledger) and claimed direct costs by majori.e.

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) . Listing of subcontracts awarded to companies for which theSubcontract information 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).

(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 ( , trial balance, compilation,e.g.

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) . Until final annual indirect cost rates are established for any period, theBilling rates 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 are applicable when the conditions inQuick-closeout procedures FAR 42.708(a) are satisfied.

(g) . At any time or times before final payment, the Contracting Officer may have theAudit 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)

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)

Option to Extend the Term of the Contract (Mar 2000)

The Government may extend the term of this contract by written notice to the Contractor(a) within prior to the contract expiration date; 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.

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

The total duration of this contract, including the exercise of any options under this clause,(c) shall not exceed 10 years and 8 months.

Postaward Small Business Program Rerepresentation (Feb 2026) (Deviation)

(a) . As used in this clause-Definitions

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

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

Small business concern-

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause.

(2) , as used in this definition, means business concerns, one of whom directly orAffiliates indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) If the Contractor represented that it was a small business concern, a small disadvantaged business concern, or a joint venture that was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon occurrence of any of the following:

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

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

(3) For long-term contracts-

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

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

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

(d) The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition-

(1) Was set aside for small business and has a value above the simplified acquisition threshold;

(2) Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or

(3) Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

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

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

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

(1) The Contractor represents that it is, is not a small business concern under NAICS [ ] [ ] Code 488190 assigned to contract number TBD.

(2) [Complete only if the Contractor represented itself as a small business concern in paragraph .] The Contractor represents that it is, is not, a small disadvantaged(g)(1) of this clause [ ] [ ] business concern as defined in .13 CFR 124.1001

(3) . TheWomen-owned small business (WOSB) joint venture eligible under the WOSB Program Contractor represents that it is, is not a joint venture that complies with the requirements[ ] [ ] of 13 CFR 127.506(a) through (c). [ The Contractor shall enter the name and unique entity____ identifier of each party to the joint venture: __.]

(4) . TheEconomically disadvantaged women-owned small business (EDWOSB) joint venture Contractor represents that it is, is not a joint venture that complies with the requirements[ ] [ ] of 13 CFR 127.506(a) through (c). [ The Contractor shall enter the name and unique entity____ identifier of each party to the joint venture: __ .]

(5) Service-disabled veteran-owned small business (SDVOSB) joint venture eligible under the . The Contractor represents that it is, is not an SDVOSB joint ventureSDVOSB Program [ ] [ ] eligible under the SDVOSB Program that complies with the requirements of 13 CFR 128.402. [ The Contractor shall enter the name and unique entity identifier of each party to the joint____ venture: __.]

(6) [HUBZone joint venture eligible under the HUBZone Program. Complete only if the offeror is ] The offeror represents, as part of its offer, that it is, a HUBZone small business concern. [ ] [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR 126.616(a) through (c). [ The Contractor shall enter the name and unique entity identifier of each party____ to the joint venture: .] Each HUBZone small business concern participating in the HUBZone joint venture must be certified as a HUBZone concern. [ Contractor to sign and date and insert____ authorized signer's name and title.]

Certification of Final Indirect Costs (Jan 1997)

(a) The Contractor shall-

(1) Certify any proposal to establish or modify final indirect cost rates;

(2) Use the format in paragraph (c) of this clause to certify; and

(3) Have the certificate signed by an individual of the Contractor's organization at a level no lower than a vice president or chief financial officer of the business segment of the Contractor that submits the proposal.

(b) Failure by the Contractor to submit a signed certificate, as described in this clause, may result in final indirect costs at rates unilaterally established by the Contracting Officer.

(c) The certificate of final indirect costs shall read as follows:

Certificate of Final Indirect Costs

This is to certify that I have reviewed this proposal to establish final indirect cost rates and to the best of my knowledge and belief:

1. All costs included in this proposal (identify proposal and date) to establish final indirect cost rates for (identify period covered by rate) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) and its supplements applicable to the contracts to which the final indirect cost rates will apply; and

2. This proposal does not include any costs which are expressly unallowable under applicable cost principles of the FAR or its supplements.

Firm: ___________________________________________________

Signature: ______________________________________________

Name of Certifying Official: _____________________________

Title: ____________________________________________________

Date of Execution: ______________________________________

(End of clause)

Subcontracts (Jun 2020)

(a) . As used in this clause-Definitions

"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:

Not Applicable

(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:

To be determined after negotiations.

Clauses Incorporated By Reference (Feb 1998)

This contract 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 this/these address(es):

https://www.acquisition.gov/

(End of clause)

Authorized Deviations in Clauses (Nov 2020)

The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR(a) Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

The use in this solicitation or contract of any DOD FAR Supplement (48 CFR Chapter 2)(b) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

*** END OF NARRATIVE ***

Annual Representations and Certifications (MAR 2025)(DEVIATION 2025-O0003 and 2025- O0004)

(a)

(1) The North American Industry Classification System (NAICS) code for this acquisition is 488190.

(2) The small business size standard is $40M average annual receipts.

(3) The small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519 if the acquisition-

(i) Is set aside for small business and has a value above the simplified acquisition threshold;

(ii) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation…