Conformed Solicitation.docx

FA7037-11-R-0002

Section B - Supplies or Services and Prices

LABOR - Basic

CPFF

The contractor shall perform all tasks necessary to provide support in accordance with the attached Statement of Work entitled, "92nd IOS Cyber Assessment Engineering and Technical Support”, dated 07 October 2010. The Government's estimate for the manhours for this period of performance is 101,760. The amount due the contractor for earned fee as specified in individual task orders issued IAW the terms of this contract. Applicable contractor fixed fee is _______% Fee applies to cost only, excluding Facilities Capital Cost of Money (FCCM). IAW Statutory limits of 10 USC 2306 (d), 4 USC 2549 (b) and FAR 15.4054(c), fee cannot exceed 10%.

FOB: Destination

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

DATA - Basic

FFP

The contractor shall provide data in accordance with the attached DD Forms 1423 as required by individual task orders. The data is not separately priced.

MAX

NET AMT

TRAVEL - Basic

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 31.205-46 (a). A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government travel estimate for this period of performance is $450,000.

MAX COST

Deleted

FFP

Deleted

MAX

MATERIAL - Basic

COST

Material authorized under this CLIN shall be reimbursed at cost. A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government material estimate for this period of performance is $75,000.

MAX COST

CPFF

The contractor shall perform all tasks necessary to provide support in accordance with the attached Statement of Work entitled, "92nd IOS Cyber Assessment Engineering and Technical Support”, dated 07 October 2010. The Government's estimate for the manhours for this period of performance is 101,760. The amount due the contractor for earned fee as specified in individual task orders issued IAW the terms of this contract. Applicable contractor fixed fee is _______% Fee applies to cost only, excluding Facilities Capital Cost of Money (FCCM). IAW Statutory limits of 10 USC 2306 (d), 4 USC 2549 (b) and FAR 15.4054(c), fee cannot exceed 10%.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

FFP

The contractor shall provide data in accordance with the attached DD Forms 1423 as required by individual task orders. The data is not separately priced.

MAX

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 31.205-46 (a). A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government travel estimate for this period of performance is $450,000.

MAX COST

FFP

MAX

COST

Material authorized under this CLIN shall be reimbursed at cost. A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government material estimate for this period of performance is $75,000.

MAX COST

CPFF

The contractor shall perform all tasks necessary to provide support in accordance with the attached Statement of Work entitled, "92nd IOS Cyber Assessment Engineering and Technical Support”, dated 07 October 2010.The Government's estimate for the manhours for this period of performance is 101,760. The amount due the contractor for earned fee as specified in individual task orders issued IAW the terms of this contract. Applicable contractor fixed fee is _______% Fee applies to cost only, excluding Facilities Capital Cost of Money (FCCM). IAW Statutory limits of 10 USC 2306 (d), 4 USC 2549 (b) and FAR 15.4054(c), fee cannot exceed 10%.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

FFP

The contractor shall provide data in accordance with the attached DD Forms 1423 as required by individual task orders. The data is not separately priced.

MAX

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 31.205-46 (a). A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government travel estimate for this period of performance is $450,000.

MAX COST

FFP

MAX

COST

Material authorized under this CLIN shall be reimbursed at cost. A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government material estimate for this period of performance is $75,000.

MAX COST

CPFF

The contractor shall perform all tasks necessary to provide support in accordance with the attached Statement of Work entitled, "92nd IOS Cyber Assessment Engineering and Technical Support”, dated 07 October 2010. The Government's estimate for the manhours for this period of performance is 101,760. The amount due the contractor for earned fee as specified in individual task orders issued IAW the terms of this contract. Applicable contractor fixed fee is _______% Fee applies to cost only, excluding Facilities Capital Cost of Money (FCCM). IAW Statutory limits of 10 USC 2306 (d), 4 USC 2549 (b) and FAR 15.4054(c), fee cannot exceed 10%.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

FFP

The contractor shall provide data in accordance with the attached DD Forms 1423 as required by individual task orders. The data is not separately priced.

MAX

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 31.205-46 (a). A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government travel estimate for this period of performance is $450,000.

MAX COST

FFP

MAX

COST

Material authorized under this CLIN shall be reimbursed at cost. A billing rate of _____% applies to all orders. Only one rate is to be used. The order rate will be based either upon audited rates in effect at the time of order placement or the ceiling rate identified above, whichever is lower. This rate is inclusive of any or all overheads. The Government material estimate for this period of performance is $75,000.

MAX COST

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

Section F - Deliveries or Performance

DELIVERY INFORMATION

03-APR-2012

YVETTE LOPEZ

402 GREIG ST., BLDG. 179

SAN ANTONIO TX 78226

925-3432

F2MU92

03-APR-2012

F2MU92

03-APR-2012

F2MU92

03-APR-2012

03-APR-2012

YVETTE LOPEZ

402 GREIG ST., BLDG. 179

SAN ANTONIO TX 78226

925-3432

F2MU92

03-APR-2013

F2MU92

03-APR-2013

F2MU92

03-APR-2013

F2MU92

03-APR-2013

03-APR-2013

YVETTE LOPEZ

402 GREIG ST., BLDG. 179

SAN ANTONIO TX 78226

925-3432

F2MU92

03-APR-2014

F2MU92

03-APR-2014

F2MU92

03-APR-2014

F2MU92

03-APR-2014

03-APR-2014

YVETTE LOPEZ

402 GREIG ST., BLDG. 179

SAN ANTONIO TX 78226

925-3432

F2MU92

03-APR-2015

F2MU92

03-APR-2015

F2MU92

03-APR-2015

F2MU92

03-APR-2015

03-APR-2015

YVETTE LOPEZ

402 GREIG ST., BLDG. 179

SAN ANTONIO TX 78226

925-3432

F2MU92

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.242-15 STOP-WORK ORDER (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either--

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if--

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

(End of clause)

Section G - Contract Administration Data

AFISRA 900.1500 PAYMENT INFORMATION

In accordance with DFARS 252.232-7003 Electronic Submission of Payment Requests, invoice must be submitted using electronic means. Submit payment request using one of the following electronic forms:

(1) Wide Area Workflow-Receipt and Acceptance (WAWR-RA), The Combo format is the preferred method of input. Information regarding WAWF-RA is available on the Internet at https://wawf.eb.mil/ WAWF-RA training is available at http://www.wawftraining.com/.

(2) Web Invoicing System (WinS). Information regarding WinS is available on the Internet at https://ecweb.dfas.mil/.

(3) American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats (i) Information regarding EDI formats is available on the Internet at http://www.X12.org (ii) EDI implementation guides are available on the Internet at http://www.defenselink.mil/dfas/contractorpay/electroniccommerce/electronicdatainterchangeedi.html.

(4) The contractor shall include the contracting and technical POC's email address on all requests submitted using WAWR-RA.

If unable to submit a payment request in electronic form or DoD is unable to receive a payment request in electronic form submit invoice to the DFAS office shown on the face of this document . Reference the Government’s Terms and Conditions of this award. An invoice copy shall also be forwarded to the Government user (recipient of commodities/services) who will complete a Receiving Report to forward to the payment office.

The requesting activity will be responsible for acceptance of all supplies/services under this award. A timely submission of a receiving report through WAWF-RA is the responsibility of the requesting activity. A copy of the receiving report shall be forwarded to the Contracting Office POC identified in this document.

Payment questions can be forwarded to the Payment Office’s Customer Telephone Inquiry Number for at (614)693-8507 or toll free at 1-800-756-8507 option 2, option 3 or on line using My Invoice at: http://www.defenselink.mil/dfas/contractorpay/myinvoice.html

POC INFORMATION

Technical POC:

Contracting POC

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

(a) Invoicing.

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30TH DAY (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 subparagraph (b)(2) of the 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.

(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.

(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)(4) 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)

52.216-18 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 the effective date of the contract through 3 Apr 15.

(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.

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 $1,000.00 (insert dollar figure or quantity), 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 $8,000,000.00 (insert dollar figure or quantity);

(2) Any order for a combination of items in excess of $8,000,000.00 (insert dollar figure or quantity); or

(3) A series of orders from the same ordering office within 3days 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 15 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.

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 3 Apr 15 [insert date].

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 (insert the period of time within which the Contracting Officer may exercise the option).

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 DAYS (insert the period of time within which the Contracting Officer may exercise the option); provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 days (60 days unless a different number of days is inserted) before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 48 MONTHS.

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 541330- assigned to contract number FA7037-11-D-XXXX.

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

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed $500 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 shall include all estimated overtime for contract completion and shall--

(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. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

52.225-25 PROHIBITION ON ENGAGING IN SANCTIONED ACTIVITIES RELATING TO IRAN--

CERTIFICATION (SEP 2010)

(a) Definition.

Person--

(1) Means--

(i) A natural person;

(ii) A corporation, business association, partnership, society, trust, financial institution, insurer, underwriter, guarantor, and any other business organization, any other nongovernmental entity, organization, or group, and any governmental entity operating as a business enterprise; and

(iii) Any successor to any entity described in paragraph (1)(ii) of this definition; and

(2) Does not include a government or governmental entity that is not operating as a business enterprise.

(b) Certification. Except as provided in paragraph (c) of this provision or if a waiver has been granted in accordance with FAR 25.703-2(d), by submission of its offer, the offeror certifies that the offeror, or any person owned or controlled by the offeror, does not engage in any activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act of 1996. These sanctioned activities are in the areas of development of the petroleum resources of Iran, production of refined petroleum products in Iran, sale and provision of refined petroleum products to Iran, and contributing to Iran's ability to acquire or develop certain weapons.

(c) Exception for trade agreements. The certification requirement of paragraph (b) of this provision does not apply if--

(1) This solicitation includes a trade agreements certification (e.g., 52.225-4, 52.225-11 or comparable agency provision); and

(2) The offeror has certified that all the offered products to be supplied are designated country end products or designated country construction material.

(End of provision)

52.227-11 PATENT RIGHTS--OWNERSHIP BY THE CONTRACTOR (DEC 2007)

(a) As used in this clause--

Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.)

Made means--

(1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or

(2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics.

Nonprofit organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

Practical application means to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Subject invention means any invention of the Contractor made in the performance of work under this contract.

(b) Contractor's rights. (1) Ownership. The Contractor may retain ownership of each subject invention throughout the world in accordance with the provisions of this clause.

(2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(ii) The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f).

(c) Contractor's obligations. (1) The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure shall identify the inventor(s) and this contract under which the subject invention was made. It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention.