FA7037-11-R-0002

file_0.wmf file_1.wmf

FA7037-11-R-0002

Section B - Supplies or Services and Prices

ITEM NO

SUPPLIES/SERVICES

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

Lot

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 perfornance is 101,760.

FOB: Destination

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

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

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

TRAVEL - Basic

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 32.205-46 (a). A billing rate of _________% applies to all orders. Only one rate is to be used and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government travel estimate for this period of perforance is $450,000.

MAX COST

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

FEE - Basic

FFP

(Applicable to cost-plus-fixed-fee items only). 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 QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

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 and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government material estimate for this period of perforance is $75,000.

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

OPTION

LABOR - OPTION YEAR 1

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 perfornance is 101,760.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

DATA - OPTION YEAR 1

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 QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

TRAVEL - OPTION YEAR 1

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 32.205-46 (a). A billing rate of _________% applies to all orders. Only one rate is to be used and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government travel estimate for this period of perforance is $450,000.

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

FEE - OPTION YEAR 1

FFP

(Applicable to cost-plus-fixed-fee items only). 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 QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

MATERIAL - OPTION YEAR 1

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 and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government material estimate for this period of perforance is $75,000.

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

LABOR - OPTION YEAR 2

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 perfornance is 101,760.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

DATA - OPTION YEAR 2

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 QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

TRAVEL - OPTION YEAR 2

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 32.205-46 (a). A billing rate of _________% applies to all orders. Only one rate is to be used and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government travel estimate for this period of perforance is $450,000.

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

FEE - OPTION YEAR 2

FFP

(Applicable to cost-plus-fixed-fee items only). 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 QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

MATERIAL - OPTION YEAR 2

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 and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government material estimate for this period of perforance is $75,000.

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

LABOR - OPTION YEAR 3

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 perfornance is 101,760.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

DATA - OPTION YEAR 3

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 QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

TRAVEL - OPTION YEAR 3

COST

Travel authorized under this CLIN shall be reimbursed at cost, as limited by FAR 32.205-46 (a). A billing rate of _________% applies to all orders. Only one rate is to be used and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government travel estimate for this period of perforance is $450,000.

MAX QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

FEE - OPTION YEAR 3

FFP

(Applicable to cost-plus-fixed-fee items only). 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 QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

MATERIAL - OPTION YEAR 3

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 and this will apply for the prime and/or team members. This rate is inclusive of any or all overheads. The Government material estimate for this period of perforance is $75,000.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN

INSPECT AT

INSPECT BY

ACCEPT AT

ACCEPT BY

Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government Destination Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN

DELIVERY DATE

QUANTITY

SHIP TO ADDRESS

UIC

POP 04-APR-2011 TO

03-APR-2012

N/A

AFIWC/92 IWAS (F2MU92)

YVETTE LOPEZ

402 GREIG ST., BLDG. 179

SAN ANTONIO TX 78226

925-3432

F2MU92

03-APR-2012

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2012

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2012

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2012

N/A

(SAME AS PREVIOUS LOCATION)

POP 04-APR-2012 TO

03-APR-2013

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2013

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2013

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2013

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2013

N/A

(SAME AS PREVIOUS LOCATION)

POP 04-APR-2013 TO

03-APR-2014

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2014

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2014

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2014

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2014

N/A

(SAME AS PREVIOUS LOCATION)

POP 04-APR-2014 TO

03-APR-2015

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2015

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2015

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2015

N/A

(SAME AS PREVIOUS LOCATION)

03-APR-2015

N/A

(SAME AS PREVIOUS LOCATION)

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I

APR 1984

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

52.202-1 Definitions

JUL 2004

52.203-3 Gratuities

APR 1984

52.203-5 Covenant Against Contingent Fees

APR 1984

52.203-6 Restrictions On Subcontractor Sales To The Government

SEP 2006

52.203-7 Anti-Kickback Procedures

OCT 2010

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity

JAN 1997

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

OCT 2010

52.204-2 Security Requirements

AUG 1996

52.204-4 Printed or Copied Double-Sided on Recycled Paper

AUG 2000

52.204-9 Personal Identity Verification of Contractor Personnel

SEP 2007

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

JUL 2010

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

SEP 2006

52.209-8 (DEV)

Updates of Information Regarding Responsibility Matters (Deviation)

OCT 2010

52.215-2 Audit and Records--Negotiation

OCT 2010

52.215-8 Order of Precedence--Uniform Contract Format

OCT 1997

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--Modifications

OCT 2010

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications

OCT 2010

52.215-15 Pension Adjustments and Asset Reversions

OCT 2010

52.215-17 Waiver of Facilities Capital Cost of Money

OCT 1997

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes

OCT 1997

52.215-21 Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data--Modifications

OCT 2010

52.215-23 Limitations on Pass-Through Charges

OCT 2009

52.216-8 Fixed Fee

MAR 1997

52.222-4 Contract Work Hours and Safety Standards Act - Overtime Compensation

JUL 2005

52.222-50 Combating Trafficking in Persons

FEB 2009

52.222-54 Employment Eligibility Verification

JAN 2009

52.222-99 (Dev) Notification of Employee Rights under the National Labor Relations Act (DEVIATION 2010-O0013)

JUN 2010

52.223-5 Pollution Prevention and Right-to-Know Information

AUG 2003

52.223-14 Toxic Chemical Release Reporting

AUG 2003

52.223-16 IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products

DEC 2007

52.223-16 Alt I IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 200&0 Alternate I

DEC 2007

52.223-18 Contractor Policy to Ban Text Messaging While Driving.

SEP 2010

52.225-13 Restrictions on Certain Foreign Purchases

JUN 2008

52.226-1 Utilization Of Indian Organizations And Indian-Owned Economic Enterprises

JUN 2000

52.227-9 Refund Of Royalties

APR 1984

52.228-4 Workers' Compensation and War-Hazard Insurance Overseas

APR 1984

52.228-7 Insurance--Liability To Third Persons

MAR 1996

52.229-6 Taxes--Foreign Fixed-Price Contracts

JUN 2003

52.232-1 Payments

APR 1984

52.232-8 Discounts For Prompt Payment

FEB 2002

52.232-9 Limitation On Withholding Of Payments

APR 1984

52.232-11 Extras

APR 1984

52.232-25 Prompt Payment

OCT 2008

52.232-33 Payment by Electronic Funds Transfer--Central Contractor Registration

OCT 2003

52.233-1 Disputes

JUL 2002

52.233-3 Protest After Award

AUG 1996

52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I

JUN 1985

52.233-4 Applicable Law for Breach of Contract Claim

OCT 2004

52.237-2 Protection Of Government Buildings, Equipment, And Vegetation

APR 1984

52.237-3 Continuity Of Services

JAN 1991

52.242-1 Notice of Intent to Disallow Costs

APR 1984

52.242-3 Penalties for Unallowable Costs

MAY 2001

52.242-4 Certification of Final Indirect Costs

JAN 1997

52.242-13 Bankruptcy

JUL 1995

52.244-5 Competition In Subcontracting

DEC 1996

52.245-1 (Dev) Government Property (Deviation)

JUN 2007

52.246-5 Inspection Of Services Cost-Reimbursement

APR 1984

52.246-8 Inspection Of Research And Development Cost Reimbursement

MAY 2001

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

JAN 1991

252.203-7000 Requirements Relating to Compensation of Former DoD Officials

JAN 2009

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights

JAN 2009

252.204-7003 Control Of Government Personnel Work Product

APR 1992

252.204-7004 Alt A Central Contractor Registration (52.204-7) Alternate A

SEP 2007

252.204-7005 Oral Attestation of Security Responsibilities

NOV 2001

252.204-7006 Billing Instructions

OCT 2005

252.205-7000 Provision Of Information To Cooperative Agreement Holders

DEC 1991

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country

DEC 2006

252.215-7000 Pricing Adjustments

DEC 1991

252.223-7006 Prohibition On Storage And Disposal Of Toxic And Hazardous Materials

APR 1993

252.225-7001 Buy American Act And Balance Of Payments Program

JAN 2009

252.225-7002 Qualifying Country Sources As Subcontractors

APR 2003

252.225-7004 Report of Intended Performance Outside the United States and Canada--Submission after Award

OCT 2010

252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the United States

OCT 2010

252.225-7012 Preference For Certain Domestic Commodities

JUN 2010

252.225-7041 Correspondence in English

JUN 1997

252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns

SEP 2004

252.227-7013 Rights in Technical Data--Noncommercial Items

NOV 1995

252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation

JUN 1995

252.227-7015 Technical Data--Commercial Items

NOV 1995

252.227-7016 Rights in Bid or Proposal Information

JUN 1995

252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions

JUN 1995

252.227-7019 Validation of Asserted Restrictions--Computer Software

JUN 1995

252.227-7021 Rights In Data--Existing Works

MAR 1979

252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends

JUN 1995

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software

APR 1988

252.227-7030 Technical Data--Withholding Of Payment

MAR 2000

252.227-7032 Rights In Technical Data And Computer Software (Foreign)

JUN 1975

252.227-7037 Validation of Restrictive Markings on Technical Data

SEP 1999

252.229-7000 Invoices Exclusive of Taxes or Duties

JUN 1997

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

MAR 2008

252.232-7008 Assignment of Claims (Overseas)

JUN 1997

252.232-7010 Levies on Contract Payments

DEC 2006

252.239-7001 Information Assurance Contractor Training and Certification

JAN 2008

252.239-7001 Information Assurance Contractor Training and Certification

JAN 2008

252.243-7001 Pricing Of Contract Modifications

DEC 1991

252.243-7002 Requests for Equitable Adjustment

MAR 1998

252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts)

NOV 2010

252.247-7023 Transportation of Supplies by Sea

MAY 2002

252.247-7024 Notification Of Transportation Of Supplies By Sea

MAR 2000

5352.223-9001

HEALTH AND SAFETY ON GOVERNMENT INSTALLATIONS

JUN 1997

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].