Attachment 7_Model Contract_(ADEPT).pdf

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

RATING PAGE 1 OF 51

2. CONTRACT NUMBER 3. SOLICITATION NUMBER

FA237726RB011

4. TYPE OF SOLICITATION

SEALED BID (IFB) INVITATION FOR BID

NEGOTIATED (RFP) REQUEST FOR PROPOSAL

5. DATE ISSUED 6. REQUISITION/PURCHASE

NUMBER

7. ISSUED BY CODE FA2377

FA2377 USAF AFMC AFRL PZL AFRL RYKS

BLDG 45 CP 937 713 9906, 2130 8TH ST

WRIGHT PATTERSON AFB, OH 45433-7541

UNITED STATES

Lesley Breitzman, Email: lesley.breitzman@us.af.mil Telephone: 3236333316 RICHARD BAILEY, Email: richard.bailey.26@us.af.mil Telephone: 255-4241

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 12:00 PM 09 Nov 2026 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

Lesley Breitzman

B. TELEPHONE (NO COLLECT CALLS)

(323) 633-3316

C. EMAIL ADDRESS

lesley.breitzman@us.af.mil

11. TABLE OF CONTENTS

SECTION DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

A SOLICITATION/CONTRACT FORM 1-2

B SUPPLIES OR SERVICES AND PRICES/COSTS 3-4

C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT 5

D PACKAGING AND MARKING 6

E INSPECTION AND ACCEPTANCE 6

F DELIVERIES OR PERFORMANCE 7-8

G CONTRACT ADMINISTRATION DATA 9-10

H SPECIAL CONTRACT REQUIREMENTS 11

SECTION DESCRIPTION PAGE(S)

PART II - CONTRACT CLAUSES

I CONTRACT CLAUSES 11-33

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

J LIST OF ATTACHMENTS 34

PART IV - REPRESENTATIONS AND INSTRUCTIONS

K REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

34-46

L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

M EVALUATION FACTORS FOR AWARD 51

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 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 period is inserted by the offeror) 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)

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

14. ACKNOWLEDGMENT OF AMENDMENTS

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

AMENDMENT NUMBER DATE AMENDMENT NUMBER DATE

15A. NAME

AND

ADDRESS

OF OFFEROR

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

OFFER

(Type or print)

15B. TELEPHONE NUMBER

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) ()

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified):

ITEM

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

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

COMPUTER GENERATED STANDARD FORM 33 (REV. 12/2022)

Previous edition is NOT usable Prescribed by GSA-FAR (48 CFR) 53.214(c)

Created On:

22 Sep 2026, 12:11 PM Central Daylight Time

Section A - Solicitation/Contract Form

ADEPT

Solutions in the electro-optical (EO) spectrum, i.e., the UV, visible, and infrared spectral bands. Multi-mode electro-optical/radio-frequency (EO/RF) threats may require collaboration with RF engineers in the later phases of the program.

NAICS: 541715

Size Standard: 1000 Employees

Product Service Code: AC32

FA237726RB011

Section B - Supplies or Services & Prices or Costs Additional Information/Notes

Item Supplies / Services Quantity Unit Unit Price Amount

DIME LAB CORE Experimentation, Evaluation, and Assessment

Product Service Code: AC33 Pricing Arrangement: Cost Plus Fixed Fee

1 Each Not Separately Priced

Additional Descriptive Data:

The Contractor shall conduct experimentation, evaluation, and assessment in accordance with Section J, Attachment 1, Statement of Objectives (SOO), entitled "Aircraft Defensive Electro-optical Protection Technologies", dated 14 September 2026.

The estimated cost and fixed fee amount for this contract for this CLIN are shown below. The applicable fixed fee set forth below may be increased or decreased only by negotiation and modification of the contract for added or deleted work, or through means of exercising pre-negotiated option(s) as defined in RFO 17.2. As determined by the contracting officer, the fixed fee shall be paid as it accrues, in regular installments based upon the expiration of the agreed-upon period(s).

Cost: To Be Determined

Fixed Fee: To Be Determined

Total CPFF: To Be Determined

The contractor shall deliver data in accordance with Attachment 4, Contract Data Requirements List (CDRL), DD Form 1423-1, dated 27 July 2026.

Pursuant to RFO 52.232-22, Limitation of Funds, the total amount available for payment and allotted to this contract for CLIN(s) is $ .To Be Determined To Be Determined

It is estimated that this amount is sufficient to cover performance through To Be Determined.

Inspection/Acceptance/F.O.B.: Destination

Contract Value: $To Be Determined

Software

Product Service Code: AC33 Pricing Arrangement: Cost Plus Fixed Fee

1 Each Not Separately Priced

Additional Descriptive Data:

The Contractor shall deliver computer software in accordance with Section J, Attachment 1, Statement of Objectives (SOO), entitled "Aircraft Defensive Electro-optical Protection Technologies", dated 14 September 2026. The contractor shall deliver any and all computer software developed and/or acquired via the course of this effort. Computer software deliverables include, but are not limited to the following:

To Be Determined

Any commercial off-the-shelf (COTS) software license to be delivered to the U.S. Government under this contract shall be consistent with federal law and submitted to the Contracting Officer for review and acceptability. Although some license terms do not necessarily violate federal law, they may raise security concerns or limit use to such an extent that the license does not meet the Government's needs.

lnspection/Acceptance/F.O.B: Destination

Hardware

Product Service Code: 6640 Pricing Arrangement: Cost Plus Fixed Fee

1 Each Not Separately Priced

Additional Descriptive Data:

The Contractor shall deliver hardware in accordance with Section J, Attachment 1, Statement of Objectives (SOO), entitled "Aircraft Defensive Electro-optical Protection Technologies", dated 14 September 2026. The contractor shall deliver any and all hardware developed and/or acquired via the course of this effort. Hardware deliverables include, but are not limited to the following:

To Be Determined

IAW R-DFARS 252.211-7003, "Item Unique Identification and Valuation ", the contractor shall identify the unit acquisition cost for all deliverable end items for which item unique identification applies.

Inspection/Acceptance/F.O.B.: Destination

Section C - Description/Specifications/Statement of Work

Requirements Solutions in the electro-optical (EO) spectrum, i.e., the UV, visible, and infrared spectral bands. Multi-mode electro-optical/radio-frequency (EO/RF) threats may require collaboration with RF engineers in the later phases of the program.

Section D - Packaging and Marking

Section E - Inspection and Acceptance

FAR Clauses Incorporated by Reference

Number Title Effective Date Alternate/ Deviation

Variation Effective Date

52.246-3 Inspection of Supplies-Cost-Reimbursement. May 2001 52.246-8 Inspection of Research and Development-Cost-Reimbursement. May 2001 Overall Contract Inspection/Acceptance Locations

Inspection and Acceptance Location

Both Destination Instructions: See Statement of Objectives (SOO) for Acceptance/Inspection criteria.

DoDAAC: F4FBBK CountryCode: USA

F4FBBK AFRL RYW

AF BPN NO MLSBLS PROC CP9372197012, 2241 AVIONICS CR BLDG 620 AREA B 1A

WRIGHT PATTERSON AFB, OH 45433-7320

UNITED STATES

Robert Desonia Email: robert.desonia.1@us.af.mil

Destination Instructions: See Statement of Objectives (SOO) for Acceptance/Inspection criteria.

DoDAAC: F4FBBK CountryCode: USA

F4FBBK AFRL RYW

AF BPN NO MLSBLS PROC CP9372197012, 2241 AVIONICS CR BLDG 620 AREA B 1A

WRIGHT PATTERSON AFB, OH 45433-7320

UNITED STATES

Robert Desonia Email: robert.desonia.1@us.af.mil

Destination Instructions: See Statement of Objectives (SOO) for Acceptance/Inspection criteria.

DoDAAC: F4FBBK CountryCode: USA

F4FBBK AFRL RYW

AF BPN NO MLSBLS PROC CP9372197012, 2241 AVIONICS CR BLDG 620 AREA B 1A

WRIGHT PATTERSON AFB, OH 45433-7320

UNITED STATES

Robert Desonia Email: robert.desonia.1@us.af.mil

Section F - Deliveries or Performance

Line Item Delivery Schedule Quantity Address and POC Special Handling/Notes

Delivery Schedule From date of lead time event to delivery 84 Month Date of Award

1 Each Place of Performance DoDAAC: F4FBBK CountryCode: USA

F4FBBK AFRL RYW

AF BPN NO MLSBLS PROC CP9372197012, 2241 AVIONICS CR

BLDG 620 AREA B 1A

WRIGHT PATTERSON AFB, OH 45433-7320

UNITED STATES

Robert Desonia Email: robert.desonia.1@us.af.mil

Additional Descriptive Data:

The delivery date for the approved final technical report is . The technical effort shall be To Be Determined completed no later than . The contractor shall deliver data in accordance with Attachment To Be Determined 4, Contract Data Requirements List (CDRL), DD Form1423-1, dated 27 July 2026. See Section J, Attachment 4, for CDRL delivery addresses.

If, pursuant to RFO 52.232-22, full funding isn't provided, the contractor is required to deliver the final report.

During the life of the contract, the contractor shall continuously reserve sufficient funds from the amount allotted to guarantee the preparation and delivery of the final report.

Delivery Schedule From date of lead time event to delivery 84 Month Date of Award

1 Each Place of Performance DoDAAC: F4FBBK CountryCode: USA

F4FBBK AFRL RYW

AF BPN NO MLSBLS PROC CP9372197012, 2241 AVIONICS CR

BLDG 620 AREA B 1A

WRIGHT PATTERSON AFB, OH 45433-7320

UNITED STATES

Robert Desonia Email: robert.desonia.1@us.af.mil

Delivery Schedule From date of lead time event to delivery 84 Month Date of Award

1 Each Place of Performance DoDAAC: F4FBBK CountryCode: USA

F4FBBK AFRL RYW

AF BPN NO MLSBLS PROC CP9372197012, 2241 AVIONICS CR

BLDG 620 AREA B 1A

WRIGHT PATTERSON AFB, OH 45433-7320

UNITED STATES

Robert Desonia Email: robert.desonia.1@us.af.mil

FoB Details Contractor Destination

Additional Descriptive Data:

The scheduled delivery date for hardware is as stated above. The shipping address is as follows:

AFRL/RFWW

Attn: Robert Desonia

2241 Avionics Circle, Area B, Bldg. 620, WPAFB, OH

45433

937-7656-8426 robert.desonia.1@us.af.mil

Mark For: F4FBBK

(Include contract number and the AF Project Manager's name, office symbol, and phone number on the shipping documents.)

FAR Clauses Incorporated by Reference

Number Title Effective Date Alternate/ Deviation

Variation Effective Date

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

Section G - Contract Administration Data

DFARS Clauses Incorporated by Reference

Number Title Effective Date Alternate/ Deviation

Variation Effective Date

252.204-7006 Billing Instructions-Cost Vouchers May 2023 252.231-7000 Supplemental Cost Principles Dec 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Jan 2023)

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(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

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(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.

Invoice 2in1

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(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.

[Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

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

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC TBD Issue By DoDAAC FA2377 Admin DoDAAC TBD Inspect By DoDAAC F4FBBK Ship To Code F4FBBK Ship From Code TBD Mark For Code F4FBBK Service Approver (DoDAAC) F4FBBK Service Acceptor (DoDAAC) F4FBBK Accept at Other DoDAAC N/A LPO DoDAAC N/A DCAA Auditor DoDAAC N/A Other DoDAAC(s) N/A (*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(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.

(Contracting Officer: Insert applicable information or "Not applicable.")

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

(End of clause)

Section H - Special Contract Requirements

Section I - Contract Clauses

FAR Clauses Incorporated by Reference

Number Title Effective Date Alternate/ Deviation

Variation Effective Date

52.202-1 Definitions. Jun 2020 52.203-3 Gratuities. Apr 1984 52.203-6 Restrictions on Subcontractor Sales to the Government. Jun 2020 52.203-6 Restrictions on Subcontractor Sales to the Government. (Alternate I) Jun 2020 Alternate I Nov 2021 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. Jun 2020 52.203-13 Contractor Code of Business Ethics and Conduct. Nov 2021 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. Jan 2017 52.204-13 System for Award Management-Maintenance. (Deviation 2026-O0038) Feb 2026 52.204-19 Incorporation by Reference of Representations and Certifications. Dec 2014 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (Deviation 2026-O0038) Feb 2026

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (Deviation 2026-O0038) Feb 2026 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (Deviation 2026-O0038) Feb 2026 52.211-15 Defense Priority and Allocation Requirements. Apr 2008 52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (Deviation 2026-O0038) Feb 2026 52.215-8 Order of Precedence-Uniform Contract Format. (Deviation 2026-O0038) Feb 2026 52.215-15 Pension Adjustments and Asset Reversions. (Deviation 2026-O0038) Feb 2026 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions. (Deviation 2026-

O0038) Feb 2026

52.215-23 Limitations on Pass-Through Charges. (Deviation 2026-O0038) Feb 2026 52.216-8 Fixed Fee. Jun 2011 52.219-8 Utilization of Small Business Concerns. (Deviation 2026-O0038) Feb 2026 52.222-3 Convict Labor. (Deviation 2026-O0038) Feb 2026 52.222-19 Child Labor-Cooperation with Authorities and Remedies. (Deviation 2026-O0038) Mar 2026 52.222-35 Equal Opportunity for Veterans. (Deviation 2026-O0038) Feb 2026 52.222-36 Equal Opportunity for Workers with Disabilities. (Deviation 2026-O0038) Feb 2026 52.222-37 Employment Reports on Veterans. (Deviation 2026-O0038) Feb 2026 52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (Deviation 2026-O0038) Feb 2026 52.222-50 Combating Trafficking in Persons. (Deviation 2026-O0038) Feb 2026 52.222-90 Addressing DEI Discrimination by Federal Contractors. (Deviation 2026-O0040, Revision 1) Apr 2026 52.223-23 Sustainable Products. (Deviation 2026-O0038) Feb 2026 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving. May 2024 52.228-7 Insurance-Liability to Third Persons. Mar 1996 52.229-12 Tax on Certain Foreign Procurements. (Deviation 2026-O0038) Feb 2026 52.230-2 Cost Accounting Standards. (Deviation 2026-O0038) Feb 2026 52.230-6 Administration of Cost Accounting Standards. (Deviation 2026-O0038) Feb 2026 52.232-9 Limitation on Withholding of Payments. Apr 1984 52.232-17 Interest. May 2014 52.232-22 Limitation of Funds. (Deviation 2026-O0038) Feb 2026 52.232-23 Assignment of Claims. May 2014 52.232-33 Payment by Electronic Funds Transfer-System for Award Management. Oct 2018 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. Mar 2023 52.233-3 Protest after Award. (Deviation 2026-O0038) Feb 2026 52.233-3 Protest after Award. (Deviation 2026-O0038) (Alternate I) Feb 2026 Alternate I Feb 2026 52.233-4 Applicable Law for Breach of Contract Claim. (Deviation 2026-O0038) Feb 2026 52.240-91 Security Prohibitions and Exclusions. (Deviation 2026-O0038) Feb 2026 52.242-1 Notice of Intent to Disallow Costs. Apr 1984 52.242-3 Penalties for Unallowable Costs. (Deviation 2026-O0038) Feb 2026 52.242-13 Bankruptcy. Jul 1995 52.243-2 Changes-Cost-Reimbursement. (Deviation 2026-O0038) Feb 2026 52.243-2 Changes-Cost-Reimbursement. (Deviation 2026-O0038) (Alternate V) Feb 2026 Alternate V Feb 2026 52.243-6 Change Order Accounting. (Deviation 2026-O0038) Feb 2026 52.244-5 Competition in Subcontracting. Aug 2024 52.244-6 Subcontracts for Commercial Products and Commercial Services. (Deviation 2026-O0038) Apr 2026 52.245-1 Government Property. Sep 2021 52.245-9 Use and Charges. Apr 2012 52.246-23 Limitation of Liability. Feb 1997 52.246-25 Limitation of Liability-Services. Feb 1997 52.249-6 Termination (Cost-Reimbursement). May 2004 52.249-14 Excusable Delays. Apr 1984 52.253-1 Computer Generated Forms. (Deviation 2026-O0038) Feb 2026

DFARS Clauses Incorporated by Reference

Number Title Effective Date Alternate/ Deviation

Variation Effective Date

252.203-7000 Requirements Relating to Compensation of Former DoD Officials. Sep 2011 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Dec 2022

252.204-7000 Disclosure of Information. Oct 2016 252.204-7003 Control of Government Personnel Work Product. Apr 1992 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services. Jan 2023 252.204-7022 Expediting Contract Closeout. May 2021 252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State

Sponsor of Terrorism.

May 2019

252.216-7010 Postaward Debriefings for Task Orders and Delivery Orders. Oct 2025 252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials. Sep 2014 252.223-7008 Prohibition of Hexavalent Chromium. Jan 2023 252.225-7001 Buy American and Balance of Payments Program. Feb 2024 252.225-7002 Qualifying Country Sources as Subcontractors. Mar 2022 252.225-7012 Preference for Certain Domestic Commodities. Apr 2022 252.225-7048 Export-Controlled Items. Jun 2013 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime. Jan 2023 252.225-7060 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region. Jun 2023 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small

Business Concerns.

Jan 2023

252.227-7013 Rights in Technical Data-Other Than Commercial Products and Commercial Services. Aug 2025 252.227-7015 Technical Data-Commercial Products and Commercial Services. Jan 2025 252.227-7016 Rights in Bid or Proposal Information. Jan 2025 252.228-7001 Ground and Flight Risk. Mar 2023 252.232-7010 Levies on Contract Payments. Dec 2006 252.235-7003 Frequency Authorization. (Alternate I) Mar 2014 Alternate I Mar 2014 252.235-7011 Final Scientific or Technical Report. Dec 2019 252.243-7002 Requests for Equitable Adjustment. Dec 2022 252.245-7003 Contractor Property Management System Administration Jan 2025 252.245-7005 Management and Reporting of Government Property. Jan 2024 252.247-7023 Transportation of Supplies by Sea. Oct 2024

FAR Clauses Incorporated by Full Text

52.216-7 Allowable Cost and Payment. (Deviation 2026-O0038) (Feb 2026)

Allowable Cost and Payment (Feb 2026) (Deviation 2026-O0038)

(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[Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30th"] day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs.

(1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of this clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only-

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made-

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

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

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates.

(1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)

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

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

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

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

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

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

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

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

(F) Facilities capital cost of money factors computation.

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

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

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

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

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

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

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

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

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

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

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

(B) General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p).

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).

(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).

(G) Management letter from outside CPAs concerning any internal control weaknesses.

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

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

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

(K) Federal and State income tax returns.

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

(M) Minutes from board of directors meetings.

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

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

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

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

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

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

(6)

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

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

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

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

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

(1) Shall be the anticipated final rates; and

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

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

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

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

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment.

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

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government.

Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer.

Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver-

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

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

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

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

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

(End of clause)

52.219-28 Postaward Small Business Program Rerepresentation. (Deviation 2026-O0038) (Alternate I) (Feb 2026) Alternate I (Feb 2026)

Alternate I (Feb 2026) (Deviation 2026-O0038). As prescribed in 19.101(a)(2)(iii)(B), substitute the following paragraph (g)(1) for paragraph (g)(1) of the basic clause:

(g)(1) The Contractor represents its small business size status for each one of the NAICS codes assigned to this contract.

NAICS Code Small business concern (yes/no) 541715 ____ [Contracting Officer to insert NAICS codes.]

52.219-28 Postaward Small Business Program Rerepresentation. (Deviation 2026-O0038) (Feb 2026)

Postaward Small Business Program Rerepresentation (Feb 2026) (Deviation 2026-O0038)

(a) Definitions. As used in this clause-

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

Small business concern-

(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) Affiliates, as used in this definition, means business concerns, one of whom directly or 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 assigned to ____contract number.

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

(3) Women-owned small business (WOSB) joint venture eligible under the WOSB Program. The 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) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The 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 SDVOSB Program. The Contractor represents that it [ ] is, [ ] is not an SDVOSB joint venture 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 a HUBZone small business concern. ] The offeror represents, as part of its offer, that It [ ] is, [ ] 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.]

(End of clause)

52.222-2 Payment for Overtime Premiums. (Deviation 2026-O0038) (Feb 2026)

Payment for Overtime Premiums (Feb 2026) (Deviation 2026-O0038)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed * 0.00 or the overtime premium is paid for work-

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

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

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

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

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

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

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

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

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

* Insert either "zero" or the dollar amount agreed to during negotiations.

(End of clause)

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

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…