EDAPT--FA7022-11-R-0029 12 Aug 2011.doc

PART I –THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES

OPERATIONS AND MAINTENANCE (O&M)

FFP

Non-Personal Services O&M: the contractor shall provide all personnel, supervision, and other services, including subcontract labor to perform in accordance with the Performance Work Statement (PWS) dated 30 Nov 2010 and individual Task Order PWS. Funding will be provided by issuance of Task/Delivery Orders.

PERIOD OF PERFORMANCE: 1 Dec 2011 - 29 Sep 2016

FOB: Destination

PROJECT: T/1411

SIGNAL CODE: A

MAX

NET AMT

RESEARCH AND DEVELOPMENT (R&D)

CPFF

Non-Personal Services R&D: the contractor shall provide all personnel, supervision, and other services, including subcontract labor to perform in accordance with the Performance Work Statement (PWS) dated 30 Nov 2010 and individual Task Order PWS. Funding will be provided by issuance of Task/Delivery Orders.

PERIOD OF PERFORMANCE: 1 Dec 2011 - 29 Sep 2016

FOB: Destination

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

Lump Sum

OTHER DIERECT COSTS

COST

The contractor shall perform travel as required to support performance of CLIN 0001 and 0002 on a cost reimbursable no-fee basis, in accordance with the requirements set forth in the Performance Work Statement and the Joint Travel Regulation guideline.

FOB: Destination

Lump Sum

DATA DELIVERABLES

FFP

The contractor shall furnish necessary supplies and services required to deliver technical data and information in accordance with DD Form 1423, Contract Data Requirements List (CDRL). The cost for this CLIN is to be included in the cost for CLIN 0001. This CLIN is not separately priced.

FOB: Destination

MAX

NET AMT

Not Separately Priced

PART I –THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES

The minimum quantity and order value for each Delivery/Task Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each

Delivery/Task Order issued shall not exceed the maximum quantity and order value stated in the following table.

MINIMUM

MAXIMUM

AMOUNT

AMOUNT

$51,000.00

$500,000.00

B-1.

CLAUSES AND PROVISIONS

(a) Clauses and provisions from the Federal Acquisition Regulation (FAR) and supplements thereto are incorporated in this document by reference and in full text. Those incorporated by reference have the same force and effect as if they were given in full text.

(b) Clauses and provisions in this document will be numbered in sequence, but will not necessarily appear in consecutive order.

B-2.

TRAVEL AND PER DIEM

(a) Travel and per diem negotiated under CLIN 0003 shall be reimbursed in accordance with FAR 31.205-46 and the Joint Travel Regulations (JTR) Guidelines. The contractor shall use per diem allowance in lieu of actual subsistence expenses for all persons in travel status both within and outside the continental United States. Per diem shall be limited to the government JTR per diem schedule. Charges for transportation and car rental shall not exceed those stated in the JTR per diem schedule.

(b) Transportation by private vehicle for off-base travel shall be reimbursed on a mileage basis only, in lieu of the actual expenses of such transportation in accordance with the JTR Guidelines.

(c) All travel requirements in support of CLIN 0001 and 0002 must be approved in advance by the Project Officer.

B-3.

CONTRACT MINIMUM/MAXIMUM AND CEILING

The guaranteed minimum is $51,000.00. The maximum amount and the ceiling for this contract awarded is $2,300,000.00. TASK ORDERS WILL BE ISSUED AS STATED IN SECTION H OF THE CONTRACT.

NOTE 1: Upon contract award, contracting officers shall not physically include Part IV in the resulting contract, but shall retain in the contract file. Section K, shall be incorporated by reference in the contract.

B-4.

OPTION TO EXTEND SERVICES

The government may require continued performance of services at the rates specified in the contract, not to exceed six (6) months, in accordance with FAR 52.217-8, Option to Extend Services. For purposes of this clause, the rates will be those in affect on the last day of contract performance, which have been determined to be fair and reasonable with the price for each month of any CLIN extended being 1/12th of the prior 12-month contract period.

B-5.

IMPLEMENTATION OF LIMITATION OF FUNDS

(a) The sum allotted to this contract and available for payment of costs under CLIN 0002 and 0003 through (TBD) in accordance with the clause in Section I entitled “Limitation of Funds” is TBD.

(b) In addition to the amount allotted under the “Limitation of Funds” clause, the total amount of (dollar amount TBD) is obligated for payment of fee for work completed under CLIN 0002 and 0003.

PART I - THE SCHEDULE

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C-1.

The following documents, which constitute the work description, specifications and PWS to define the requirements for performance under this contract, are hereby incorporated into this contract by reference or full text:

(a) Performance Work Statement as referenced in Section J.

(b) All other attachments and exhibits are identified in Section J of this solicitation and resultant contract.

PART I - THE SCHEDULE

SECTION D

PACKAGING AND MARKING

D-1.

PACKAGING AND MARKING

(a) Packaging and marking of technical data to be delivered pursuant to the provisions of this contract shall be in accordance with Contractor’s standard commercial practices and the Contract Data Requirements Lists (CDRLs) (Exhibit A) and DD Form 254 (Attachment 2) as applicable.

(b) Items designated by the AFTAC Project Officer will be packed and shipped according to the Contractor’s standard commercial practice. Registered mail will be used when shipping data. When required by the urgencies arising out of the performance of the work, and when approved in advance by the AFTAC Project Officer, the Contractor may use air express or air freight services to expedite the shipment of the item.

PART I - THE SCHEDULE

SECTION E

INSPECTION AND ACCEPTANCE TERMS

E-1.

POINT OF INSPECTION

(a) The Government reserves the right to perform quality assurance inspections at the contractor’s place of performance identified in this contract. The Government will inspect the contractor’s submissions (deliverables), and products as specified in this contract. To accomplish these inspections, the Contracting Officer will appoint Contracting Officer Representative (COR).

(b) Inspection of the services performed under this contract shall be accomplished by COR, AFTAC/TMNX, Patrick AFB, FL 32925-3002. The Project Officer, AFTAC/TMAE, Patrick AFB FL 32925-3002 shall accomplish acceptance of the services performed under this contract.

E-2.

DATA APPROVAL

Unless specific time limits are identified in the relevant CDRL item, data item description or Performance Work Statement of this contract, the following general rule(s) shall apply to Government handling of data submissions.

(a) The Government shall furnish required approvals or, in lieu thereof, comments to the contractor in accordance with the applicable CDRL.

(b) Where specified in the CDRL item “approval” by Government silence, after a stated period of time from receipt of the data item, is authorized. Automatic approval may be withheld; however, by notice to the contractor that, for reasonable cause, additional time for review is required. Action thereafter shall proceed in due course.

E-3.

CONTRACTING OFFICER REPRESENTATIVE (COR)

Appointed CORs from the functional area receiving the contract services, will participate in the administration of this contract specifically to evaluate contractor performance, inspect the services for the Government, and provide a report of inspection to the Contracting Officer. This designation does not include authority to direct and/or authorize the contractor to make changes in the scope or terms of the contract without the written authority of the Contracting Officer. The Contracting Officer will notify the contractor, in writing, of the names, duties, and limitations of the CORs.

E-4.

FEDERAL ACQUISITION REGULATION CLAUSES (48 CFR, CHAPTER 1) INCORPORATED BY REFERENCE:

E-5.

DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR, CHAPTER 2) CLAUSES INCORPORATED BY REFERENCE:

PART I - THE SCHEDULE

SECTION F

DELIVERIES OR PERFORMANCE

F-1.

PERIOD OF CONTRACT

This contract shall be in effect for the period 1 Dec 11 through 29 Sep 16.

F-2.

PLACE OF PERFORMANCE

The place of performance shall be considered to be “origin” for the purposes of this contract. Services under this contract are to be performed at AFTAC, Bldg 989, Patrick AFB 32925 and the contractor facility at:

F-3.

FEDERAL ACQUISITION REGULATION CLAUSES (48 CFR, CHAPTER 1) INCORPORATED BY REFERENCE

SECTION F

DELIVERIES OR PERFORMANCE

DELIVERY INFORMATION

29-SEP-2016

CAPT HERSHEL LACKEY

1030 S. HWY A1A (BLDG 989 B/C)

PATRICK AFB FL 32925-6001

321-494-2823

FOB: Destination

F3KTK7

29-SEP-2016

F3KTK7

29-SEP-2016

F3KTK7

29-SEP-2016

F3KTK7

SECTION G

SUPPLIES OR SERVICES AND PRICES

G-1.

ACCOUNTING AND APPROPRIATION DATA

SUMMARY FOR THE PAYMENT OFFICE – PAYMENT OF THIS CONTRACT IS CLIN/ACRN SPECIFIC. ACRNS MAY BE CROSS-REFERENCED WITH CLINS IN SCHEDULE B:

ACCT

APPROPRIATION/LMT SUBHEAD/CPN RECIP DODAAD

OBLIGATED

ACRN

SUPPLEMENTAL ACCOUNTING CLASSIFICATION

AMOUNT

AA

Identified on each task order. The guaranteed minimum identified $ in Section B will be added at award and subsequently transferred to the first task order.

G-2.

ADMINISTRATIVE MATTERS

(a) The address, telephone number, fax, and e-mail address of the Contracting Officer (CO) is:

Michelle Raines

AF ISR Agency/AK7RB

1030 South Highway A1A, MS 1000

Patrick AFB FL 32925-3002

Telephone: 321-494-7320

Fax: 321-494-5403

E-mail: michelle.raines@patrick.af.mil (b) The contact information for the Contract Specialist is:

Karen Hayes

AF ISR Agency/A7KRB

1030 S. Hwy AlA, MS 1000

Patrick AFB, FL 32925-3002

Telephone: 321-494-6298

Fax: 321-494-5403

Email: karen.hayes@patrick.af.mil

(c) The address and telephone number of the paying office: See page 1 of the contract.

(d) The name, address, and telephone number of the QAP will be provided after contract award.

(e) The name, address, and telephone number of the Administrative Contracting Officer (ACO) will be provided. after contract award.

G-3.

SUBMISSION OF INVOICES

ALL PAYMENT REQUESTS/COST VOUCHERS SHALL BE PROCESSED ELECTRONICALLY IN WAWF-RA.

(b) WAWF PROCEDURES

In accordance with contract clause, 252.232-7003, all requests for payment shall be submitted through the wide area workflow system located at https://wawf.eb.mil//. Web Based Training for WAWF can be found at http://wawftraining.com. To register your company for WAWF-RA, simply log into https://wawf.eb.mil.

(1) FIRM-FIXED-PRICE CLINS: Payment requests submitted for acceptance of firm-fixed-price CLINs (see Section E, 252.246-7000) shall be processed on a 2-in-1 invoice in WAWF-RA in accordance with contract clause Section I, DFARS 252.232-7003. The Service Acceptor code consists of the first six digits of the PR funding the work being invoiced. The contractor shall invoice monthly for services performed and received under the firm-fixed-price CLINs.

(2) COST-REIMBURSEMENT CLINS

(A) Upon submission of proper cost vouchers in WAWF-RA for cost-reimbursement CLINs, the Government will pay the contractor on a monthly basis for services rendered and accepted, to include fixed-fee (see Section I, 52.216-8), less any deductions provided for in this contract. Payments will be made in accordance with DFARS 252.232-7003 and this clause.

(B) If direct submission to DFAS is authorized, cost vouchers for cost reimbursement CLINs shall be submitted directly to the Payment Office in WAWF-RA. If direct submission is not authorized, payment requests submitted for payment of cost reimbursement CLINs, in accordance with Section I, FAR 52.216-7 and 52.216-8, shall be submitted to the cognizant Defense Contract Audit Agency (DCAA) (designated as the “Inspector” in WAWF) for audit and transmission to the paying office via WAWF-RA.

(1) Upon submission of cost vouchers in WAWF-RA, a copy shall be submitted to the Contracting Office, at the address in G-2 (a) and the Project Officer at the following address:

HQ AFTAC/TM

ATTN: Capt Hershel Lackey

1030 S. Hwy A1A

Patrick AFB, FL 32925-3002

Telephone: 321-494-2823

Fax: 321-494-5403

Email: hershel.lackey@patrick.af.mil G-4.

NOTIFICATION REGARDING ADMINISTRATIVE PROBLEMS

If at any time during the performance of this contract, administrative problems should arise which will have an adverse impact on timely performance by the contractor or affect the contract costs or funding, the contractor is required to immediately notify the Contracting Officer (CO) identified in paragraph G-2 above and the cognizant Administrative Contracting Officer (ACO).

G-5.

CONTRACTOR’S CONTRACT ADMINISTRATION

The Contractor’s contract administration functions will be performed at the following address:

Name and Title ___________________________________________________

Responsible Office ___________________________________________________

Address ___________________________________________

Telephone Number ___________________________________________________

Email Address_______________________________________________________

CEC/DUNS # ____________________ CAGE # ________________________

G-6.

DATA RELEASE

Notwithstanding any other terms or conditions of this contract, no information or data, technical or otherwise, concerning this project will be released through publication, posted on the internet, or released in any other manner unless authorized in writing by the Contracting Officer, AF ISR Agency/A7KRB, 1030 South Highway A1A, MS 1000, Patrick AFB, FL 32925-3002. Three to four weeks must be allowed for the processing of such requests.

G-7.

REMITTANCE ADDRESS

If the remittance address is different from the mailing address, enter the remittance address below. Failure to provide this information may impact payment.

G-8.

DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION (48 CFR, CHAPTER 2) CLAUSES INCORPORATED BY REFERENCE:

PART I – THE SCHEDULE

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H-1.

PROFESSIONAL SERVICES

It is the responsibility of the Contractor to insure that the professional employees required to perform the services called for in this contract meet all of the requirements of Regulation 29 CFR Part 541.

H-2.

TASK ORDERS

a. Requirements in the Performance Work Statement (PWS) shall be implemented and directed by task orders, issued by the Contracting Officer (CO) except under extenuating circumstances. The Contractor shall not proceed with the work until the estimated cost is negotiated. It is not anticipated that any work will begin on any task order until the task order is priced. However, in the event it does becomes necessary to start the work prior to completion of negotiations, the task order maybe issued as a change order subject to the provisions of FAR 52.243-2. The Contracting Officer, in accordance with FAR 52.216-18, 52.216-19 and 52.216-22, will unilaterally issue the task order. Task orders shall describe the work to be performed set forth the estimated cost and performance schedule. Funds will be obligated by each task order, but may be incrementally funded. The terms and conditions of this contract shall be applicable to task orders issued under this contract.

b. Prior to issuance of a task order, the Government will issue a request for proposal that includes: a detailed description of the work to be accomplished; the period of performance, a list of deliverables, a contractor’s response date, and additional data as appropriate to assist the contractor in understanding the task.

c. The contractor shall submit a detailed technical and cost proposal. Proposals shall be submitted to the contracting office no later than the stated contractor’s response date. Proposals shall be priced on a Firm Fixed Price (FFP) basis, as specified by the Government. Additionally, the prime and each subcontract cost proposal over $650,000 shall contain the name, address and telephone number of the Defense Contract Audit Agency (DCAA) office that is cognizant for audit review of the respective proposal. All proposals exceeding $650,000 shall be submitted concurrently to the cognizant DCAA Office.

d. Upon completed negotiations, the task order will be issued by the Contracting Officer. Changes to task content, estimated cost, schedules, and deliverables shall be accomplished by a negotiated task order. However, the contractor may redistribute the labor hours among the categories of the task order as long as they do not exceed the dollar amount allocated for CLIN 0001 or 0002 of the task order.

e. Negotiated rate schedules will be incorporated in Attachment 4 to the contract at the time of award. Proposals for task orders will be at the rates incorporated into the contract. Upon receipt of audited billing rates from the cognizant DCAA or negotiation of a new Forward Pricing Rate Agreement, the contractor will request the replacement of the rate schedule. Billing rates shall be in accordance with guidance provided at FAR 42.704. Such rates shall be exclusive of profit or fee. Final indirect cost rates will be negotiated in accordance with FAR 52.216-7(d), and the contract modified accordingly.

H-3. TASK ORDER PRICING

The cost estimated for each task order will be established using the rates proposed by the contractor and accepted by the government in Section J, Attachment 4. A fixed fee rate (%) will also be established. This fixed fee rate will be applied to the estimated cost accepted by the Government to determine the fixed fee for each task order issued under this contract. Issuance of task orders is subject to availability of funds FAR clause 52.232-18. Further all task orders issued under this contract are subject to funding limitations set forth in FAR clause 52.232-19 Delivery Order Limitations, Section I hereof.

H-4. BILLING RATES

The billing rates approved by the cognizant DCAA shall be used by the contractor to invoice for the interim reimbursement of incurred costs (FAR 42.7). Such rates shall be exclusive of profit or fee. Final indirect cost rates will be negotiated in accordance with FAR 52.216-7(d), and the contract modified accordingly.

H-5. ORGANIZATION CONFLICT OF INTEREST, ALTERNATE III

(a) The contractor may gain access to proprietary information of other companies during contract performance. The contractor agrees to enter into company-to-company agreements to (1) protect another company’s information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and (2) to refrain from using the information for any purpose other than that for which it was furnished. For information purposes, the contractor shall furnish copies of these agreements to the Contracting Officer. These agreements are not intended to protect information, which is available to the Government or to the contractor from other sources and furnished voluntarily without restriction.

PART II

SECTION I

CONTRACT CLAUSES

I-1.

FEDERAL ACQUISITION REGULATION CLAUSES (48 CFR, CHAPTER 1) INCORPORATED BY REFERENCE

I-2.

DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR, CHAPTER 2) CLAUSES INCORPORATED BY REFERENCE.

I-3.

FEDERAL ACQUISITION REGULATION CLAUSES (48 CFR, CHAPTER 1) INCORPORATED BY FULL TEXT

52.209-8 UPDATES OF INFORMATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by entering the required information in the Central Contractor Registration database at http://www.ccr.gov (see 52.204-7).

(b)(1) The Contractor will receive notification when the Government posts new information to the Contractor's record.

(2) The Contractor will have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) With the exception of the Contractor, only Government personnel and authorized users performing business on behalf of the Government will be able to view the Contractor's record in the system. Public requests for system information will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(End of clause)

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 1 Nov 2011 through 29 Sep 2016.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $51,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $1 M;

(2) Any order for a combination of items in excess of $1M; or

(3) A series of orders from the same ordering office within 90 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 7 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 29 Sep 2016. (End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of clause)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2009)

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

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

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the 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 assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/services/contractingopportunities/sizestandardstopics/.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause 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 ORCA, or does not have a representation in ORCA 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:

The Contractor represents that it ( ) is, ( ) is not a small business concern under NAICS Code - assigned to contract number .

(Contractor to sign and date and insert authorized signer's name and title).

(End of clause)

52.232-32 PERFORMANCE-BASED PAYMENTS (JAN 2008)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests. (1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the 30th day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments. (1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor's (i) failure to make progress, or (ii) unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title. (1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract

(2) "Property," as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title under any other clause of this contract;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination or special tooling clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor must obtain the Contracting Officer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not--

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is damaged, lost, stolen, or destroyed, the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor's records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's records and to examine and verify the Contractor's performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights. (1) No payment or vesting of title under this clause shall (i) excuse the Contractor from performance of obligations under this contract, or (ii) constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause (i) shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract, and (ii) shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor's request for performance-based payment. The Contractor's request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract's description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that--

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially…