Solicitation Amendment 3 - FA810523RB0040003.pdf

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11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

16C. DATE SIGNED

Previous edition unusable STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6) CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X) 9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBE

10B. DATED (SEE ITEM 13)

CODE FACILITY CODE

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

Section I - Contract Clauses

Miscellaneous text in this section has been modified to:

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

As prescribed in , insert the following clause: (e)(1)15.408

Subcontractor -Modifications (Jun 2020) Certified Cost or Pricing Data

(a) The requirements of paragraphs (b) and (c) of this clause -- shall

(1) Become operative only for any modification to this contract involving a adjustment expected to exceed the threshold for submission of pricing in Federal Regulation (FAR) (a)(1) on the date of execution of the modification; andcertified cost or pricing data Acquisition 15.403-4

(2) Be limited to such modifications.

(b) Before awarding any subcontract expected to exceed the threshold for submission of in FAR (a)(1), on the certified cost or pricing data 15.403-4 date of agreement on price or the date of award, whichever is later; or before any subcontract modification involving a adjustment pricing pricing expected to exceed the threshold for submission of in FAR (a)(1), the Contractor require the subcontractor certified cost or pricing data 15.403-4 shall to submit (actually or by specific identification ), in accordance with FAR 15.408, Table 15-2 (to include any certified cost or pricing data in writing information reasonably required to explain the subcontractor's estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price), unless an exception under FAR (b) applies. If the threshold for submission of specified in FAR 15.403-1 certified cost or pricing data 15.403-4 (a)(1) is adjusted for inflation as set forth in FAR (a), then pursuant to FAR (d) the changed threshold applies throughout the remaining 1.109 1.109 term of the contract, unless there is a subsequent threshold adjustment.

(c) The Contractor require the subcontractor to certify in substantially the form prescribed in FAR that, to the best of its knowledge and shall 15.406-2 belief, the data submitted under paragraph (b) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract modification.

(d) The Contractor insert the substance of this clause, including this paragraph (d), in each subcontract that exceeds the threshold for submission shall of in FAR (a)(1) on the date of agreement on price or the date of award, whichever is later. certified cost or pricing data 15.403-4

(End of clause)

52.219-16 Liquidated Damages-Subcontracting Plan.

As prescribed in , insert the following clause: (b)(2)19.708

Liquidated Damages-Subcontracting Plan (Sep 2021)

(a) "Failure to make a good faith effort to comply with the subcontracting plan," as used in this clause, means a willful or intentional failure to perform in accordance with the requirements of the subcontracting plan approved under the clause in this contract entitled "Small Business Subcontracting Plan," or willful or intentional action to frustrate the plan.

(b) Performance be measured by applying the percentage goals to the total actual subcontracting dollars or, if a commercial plan is involved, to shall the pro rata share of actual subcontracting dollars attributable to Government contracts covered by the commercial plan. If, at contract completion or, in the case of a commercial plan, at the close of the fiscal year for which the plan is applicable, the Contractor has failed to meet its subcontracting goals and the decides in accordance with paragraph (c) of this clause that the Contractor failed to make a good faith effort to Contracting Officer comply with its subcontracting plan (see 19.705-7), established in accordance with the clause in this contract entitled "Small Business Subcontracting Plan," the Contractor pay the Government liquidated damages in an amount stated. The amount of probable damages attributable to the shall Contractor's failure to comply be an amount equal to the actual dollar amount by which the Contractor failed to achieve each subcontract goal. shall

FA810523RB0040003

https://www.acquisition.gov/far/part-15#FAR_15_408 https://www.acquisition.gov/far/part-15#FAR_15_403_4 https://www.acquisition.gov/far/part-15#FAR_15_403_4 https://www.acquisition.gov/far/part-15#FAR_15_403_4 https://www.acquisition.gov/far/part-15#FAR_15_403_1 https://www.acquisition.gov/far/part-15#FAR_15_403_4 https://www.acquisition.gov/far/part-1#FAR_1_109 https://www.acquisition.gov/far/part-1#FAR_1_109 https://www.acquisition.gov/far/part-15#FAR_15_406_2 https://www.acquisition.gov/far/part-15#FAR_15_403_4 https://www.acquisition.gov/far/part-19#FAR_19_708

(c) Before the makes a final decision that the Contractor has failed to make such good faith effort, the Contracting Officer Contracting Officer shall give the Contractor written notice specifying the failure and permitting the Contractor to demonstrate what good faith efforts have been made and to discuss the matter. Failure to respond to the notice be taken as an admission that no valid explanation exists. If, after consideration of all the may pertinent data, the finds that the Contractor failed to make a good faith effort to comply with the subcontracting plan, the Contracting Officer issue a final decision to that effect and require that the Contractor pay the Government liquidated damages as provided in Contracting Officer shall paragraph (b) of this clause.

(d) With respect to commercial plans, the who approved the plan will perform the functions of the under this Contracting Officer Contracting Officer clause on behalf of all agencies with contracts covered by the commercial plan.

(e) The Contractor have the right of appeal, under the clause in this contract entitled, Disputes, from any final decision of the shall Contracting Officer

(f) Liquidated damages be in addition to any other remedies that the Government have. shall may

(End of clause)

Additional Information/Notes

The following clauses were modified:

52.225-8 - Duty-Free Entry. Oct 2010 hereby reads as follows:

As prescribed in , insert the following clause:25.1101(e)

Duty-Free Entry (Oct 2010)

. "Customs territory of the United States" means the States, the District of Columbia, and Puerto Rico.(a) Definition

Except as otherwise approved by the Contracting Officer, the Contractor shall not include in the contract price any amount for duties on supplies (b) specifically identified in the Schedule to be accorded duty-free entry.

Except as provided in paragraph (d) of this clause or elsewhere in this contract, the following procedures apply to supplies not identified in the (c) Schedule to be accorded duty-free entry:

The Contractor shall notify the Contracting Officer in writing of any purchase of foreign supplies (including, without limitation, raw materials, (1) components, and intermediate assemblies) in excess of $15,000 that are to be imported into the customs territory of the United States for delivery to the Government under this contract, either as end products or for incorporation into end products. The Contractor shall furnish the notice to the Contracting Officer at least 20 calendar days before the importation. The notice shall identify the-

Foreign supplies;(i)

Estimated amount of duty; and(ii)

Country of origin.(iii)

The Contracting Officer will determine whether any of these supplies should be accorded duty-free entry and will notify the Contractor within 10 (2) calendar days after receipt of the Contractor's notification.

Except as otherwise approved by the Contracting Officer, the contract price shall be reduced by (or the allowable cost shall not include) the (3) amount of duty that would be payable if the supplies were not entered duty-free.

The Contractor is not required to provide the notification under paragraph (c) of this clause for purchases of foreign supplies if-(d)

The supplies are identical in nature to items purchased by the Contractor or any subcontractor in connection with its commercial business; and(1)

Segregation of these supplies to ensure use only on Government contracts containing duty-free entry provisions is not economical or feasible.(2)

The Contractor shall claim duty-free entry only for supplies to be delivered to the Government under this contract, either as end products or (e) incorporated into end products, and shall pay duty on supplies, or any portion of them, other than scrap, salvage, or competitive sale authorized by the Contracting Officer, diverted to nongovernmental use.

The Government will execute any required duty-free entry certificates for supplies to be accorded duty-free entry and will assist the Contractor in (f) obtaining duty-free entry for these supplies.

FA810523RB0040003

Shipping documents for supplies to be accorded duty-free entry shall consign the shipments to the contracting agency in care of the Contractor and (g) shall include the-

Delivery address of the Contractor (or contracting agency, if appropriate);(1)

Government prime contract number;(2)

Identification of carrier;(3)

Notation "UNITED STATES GOVERNMENT, , Duty-free entry to be claimed pursuant to Item No(s) (4) United States Air Force _TBD if applicable , Harmonized Tariff Schedules of the United States. Upon arrival of shipment at port of entry, District Director of Customs, please at time of award release shipment under and notify for execution of Customs Forms7501 and 7501-A and 19 CFR Part 142 _TBD if applicable at time of award any required duty-free entry certificates.";

Gross weight in pounds (if freight is based on space tonnage, state cubic feet in addition to gross shipping weight); and(5)

Estimated value in United States dollars.(6)

The Contractor shall instruct the foreign supplier to-(h)

Consign the shipment as specified in paragraph (g) of this clause;(1)

Mark all packages with the words "UNITED STATES GOVERNMENT" and the title of the contracting agency; and(2)

Include with the shipment at least two copies of the bill of lading (or other shipping document) for use by the District Director of Customs at the (3) port of entry.

The Contractor shall provide written notice to the cognizant contract administration office immediately after notification by the Contracting Officer (i) that duty-free entry will be accorded foreign supplies or, for duty-free supplies identified in the Schedule, upon award by the Contractor to the overseas supplier. The notice shall identify the-

Foreign supplies;(1)

Country of origin;(2)

Contract number; and(3)

Scheduled delivery date(s).(4)

The Contractor shall include the substance of this clause in any subcontract if-(j)

Supplies identified in the Schedule to be accorded duty-free entry will be imported into the customs territory of the United States; or(1)

Other foreign supplies in excess of $15,000 may be imported into the customs territory of the United States.(2)

(End of clause)

52.227-11 - Patent Rights-Ownership by the Contractor. May 2014 hereby reads as follows:

As prescribed in , insert the following clause:27.303(b)(1)

Patent Rights-Ownership by the Contractor (May 2014)

As used in this clause-(a) 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 Invention plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, .)et seq means-Made

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

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

means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Nonprofit organization 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.

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

(b) Contractor's rights.

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

(2) License.

The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains (i) 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.

The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the (ii) 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.

The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing (1) 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. The disclosure shall also identify any publication, on sale ( , sale or offer for sale), or public use of the subject invention, or whether a manuscript describing the subject i.e.

invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use.

The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer within 2 (2) years of disclosure to the agency. However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period.

The Contractor shall file either a provisional or a nonprovisional patent application or a Plant Variety Protection Application on an elected subject (3) invention within 1 year after election. However, in any case where a publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the Contractor shall file the application prior to the end of that statutory period. If the Contractor files a provisional application, it shall file a nonprovisional application within 10 months of the filing of the provisional application.

The Contractor shall file patent applications in additional countries or international patent offices within either 10 months of the first filed patent application (whether provisional or nonprovisional) or 6 months from the date permission is granted by the Commissioner of Patents to file foreign patent applications where such filing has been prohibited by a Secrecy Order.

The Contractor may request extensions of time for disclosure, election, or filing under paragraphs (c)(1), (c)(2), and (c)(3) of this clause.(4)

-(d) Government's rights

The Contractor shall assign to the agency, on written request, title to any subject invention-(1) Ownership.

If the Contractor fails to disclose or elect ownership to the subject invention within the times specified in paragraph (c) of this clause, or elects not (i) to retain ownership; provided, that the agency may request title only within 60 days after learning of the Contractor's failure to disclose or elect within the specified times.

In those countries in which the Contractor fails to file patent applications within the times specified in paragraph (c) of this clause; provided, (ii) however, that if the Contractor has filed a patent application in a country after the times specified in paragraph (c) of this clause, but prior to its receipt of the written request of the agency, the Contractor shall continue to retain ownership in that country.

In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in (iii) reexamination or opposition proceeding on, a patent on a subject invention.

If the Contractor retains ownership of any subject invention, the Government shall have a nonexclusive, nontransferable, irrevocable, (2) License.

paid-up license to practice, or have practiced for or on its behalf, the subject invention throughout the world.

(e) Contractor action to protect the Government's interest.

The Contractor shall execute or have executed and promptly deliver to the agency all instruments necessary to-(1)

Establish or confirm the rights the Government has throughout the world in those subject inventions in which the Contractor elects to retain (i) ownership; and

Assign title to the agency when requested under paragraph (d) of this clause and to enable the Government to obtain patent protection and plant (ii) variety protection for that subject invention in any country.

The Contractor shall require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing (2) to personnel identified as responsible for the administration of patent matters and in the Contractor's format, each subject invention in order that the Contractor can comply with the disclosure provisions of paragraph (c) of this clause, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. The disclosure format should require, as a minimum, the information required by paragraph (c)(1) of this clause. The Contractor shall instruct such employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

The Contractor shall notify the Contracting Officer of any decisions not to file a nonprovisional patent application, continue the prosecution of a (3) patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response or filing period required by the relevant patent office.

The Contractor shall include, within the specification of any United States nonprovisional patent or plant variety protection application and any (4) patent or plant variety protection certificate issuing thereon covering a subject invention, the following statement, "This invention was made with Government support under (identify the contract) awarded by (identify the agency). The Government has certain rights in the invention."

. The Contractor shall submit, on request, periodic reports no more frequently than annually on the (f) Reporting on utilization of subject inventions utilization of a subject invention or on efforts at obtaining utilization of the subject invention that are being made by the Contractor or its licensees or assignees. The reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and other data and information as the agency may reasonably specify. The Contractor also shall provide additional reports as may be requested by the agency in connection with any march-in proceeding undertaken by the agency in accordance with paragraph (h) of this clause. The Contractor also shall mark any utilization report as confidential/proprietary to help prevent inadvertent release outside the Government. As required by 35 U.S.C. 202(c)(5), the agency will not disclose that information to persons outside the Government without the Contractor's permission.

Notwithstanding any other provision of this clause, neither the Contractor nor any assignee shall grant to (g) Preference for United States industry.

any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for an agreement may be waived by the agency upon a showing by the Contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States, or that under the circumstances domestic manufacture is not commercially feasible.

The Contractor acknowledges that, with respect to any subject invention in which it has retained ownership, the agency has the (h) March-in rights.

right to require licensing pursuant to 35 U.S.C. 203 and 210(c), and in accordance with the procedures in and any supplemental 37 CFR 401.6 regulations of the agency in effect on the date of contract award.

Special provisions for contracts with nonprofit organizations. If the Contractor is a nonprofit organization, it shall-(i)

Not assign rights to a subject invention in the United States without the written approval of the agency, except where an assignment is made to an (1) organization that has as one of its primary functions the management of inventions, , that the assignee shall be subject to the same provisions provided as the Contractor;

Share royalties collected on a subject invention with the inventor, including Federal employee co-inventors (but through their agency if the agency (2) deems it appropriate) when the subject invention is assigned in accordance with 35U.S.C.202(e) and ;37 CFR 401.10

Use the balance of any royalties or income earned by the Contractor with respect to subject inventions, after payment of expenses (including (3) payments to inventors) incidental to the administration of subject inventions for the support of scientific research or education; and

Make efforts that are reasonable under the circumstances to attract licensees of subject inventions that are small business concerns, and give a (4) preference to a small business concern when licensing a subject invention if the Contractor determines that the small business concern has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention to practical application as any plans or proposals from applicants that are not small business concerns; , that the Contractor is also satisfied that the small business concern has the capability provided and resources to carry out its plan or proposal. The decision whether to give a preference in any specific case will be at the discretion of the Contractor.

Allow the Secretary of Commerce to review the Contractor's licensing program and decisions regarding small business applicants, and negotiate (5) changes to its licensing policies, procedures, or practices with the Secretary of Commerce when the Secretary's review discloses that the Contractor could take reasonable steps to more effectively implement the requirements of paragraph (i)(4) of this clause.

(j) Communications. _Direct all communications to the Contracting Officer._____

(k) Subcontracts.

The Contractor shall include the substance of this clause, including this paragraph (k), in all subcontracts for experimental, developmental, or (1) research work to be performed by a small business concern or nonprofit organization.

The Contractor shall include in all other subcontracts for experimental, developmental, or research work the substance of the patent rights clause (2) required by FAR subpart 27.3.

At all tiers, the patent rights clause must be modified to identify the parties as follows: references to the Government are not changed, and the (3) subcontractor has all rights and obligations of the Contractor in the clause. The Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.

In subcontracts, at any tier, the agency, the subcontractor, and the Contractor agree that the mutual obligations of the parties created by this clause (4) constitute a contract between the subcontractor and the agency with respect to the matters covered by the clause; provided, however, that nothing in this paragraph is intended to confer any jurisdiction under the Contract Disputes statute in connection with proceedings under paragraph (h) of this clause.

(End of clause)

252.215-7004 - Requirement for Submission of Data Other Than Certified Cost or Pricing Data-Modifications- Canadian Commercial Corporation. Oct 2013 hereby reads as follows:

As prescribed at 215.408(2)(ii), use the following clause:

REQUIREMENT FOR SUBMISSION OF DATA OTHER THAN CERTIFIED COST OR PRICING DATA-MODIFICATIONS-CANADIAN

COMMERCIAL CORPORATION (OCT 2013)

This clause , in lieu of FAR 52.215-21, applies only if award is to the Canadian Commercial Corporation.

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

(b) Canadian Commercial Corporation shall obtain and provide the following for modifications that exceed the $150,000 [ or higher dollar value ].specified by the U.S. Contracting Officer in the solicitation

(i) Profit rate or fee (as applicable).

(ii) Analysis provided by Public Works and Government Services Canada to the Canadian Commercial Corporation to determine a fair and reasonable price (comparable to the analysis required at FAR 15.404-1).

(iii) Data other than certified cost or pricing data necessary to permit a determination by the U.S. Contracting Officer that the proposed price is fair and reasonable. Data submitted by the offeror shall include, at a minimum, appropriate data on the prices at which the same item or similar items have previously been sold, adequate for determining the reasonableness of the price.

(End of clause)

252.234-7002 - Earned Value Management System. May 2011 hereby reads as follows:

As prescribed in 234.203(2), use the following clause:

EARNED VALUE MANAGEMENT SYSTEM (MAY 2011)

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

"Acceptable earned value management system" means an earned value management system that generally complies with system criteria in paragraph

(b) of this clause.

"Earned value management system" means an earned value management system that complies with the earned value management system guidelines in the ANSI/EIA-748.

"Significant deficiency" means a shortcoming in the system that materially affects the ability of officials of the Department of Defense to rely upon information produced by the system that is needed for management purposes.

(b) . In the performance of this contract, the Contractor shall use- System criteria

(1) An Earned Value Management System (EVMS) that complies with the EVMS guidelines in the American National Standards Institute /Electronic Industries Alliance Standard 748, Earned Value Management Systems (ANSI/EIA-748); and

(2) Management procedures that provide for generation of timely, reliable, and verifiable information for the Contract Performance Report (CPR) and the Integrated Master Schedule (IMS) required by the CPR and IMS data items of this contract.

(c) If this contract has a value of $50 million or more, the Contractor shall use an EVMS that has been determined to be acceptable by the Cognizant Federal Agency (CFA). If, at the time of award, the Contractor's EVMS has not been determined by the CFA to be in compliance with the EVMS guidelines as stated in paragraph (b)(1) of this clause, the Contractor shall apply its current system to the contract and shall take necessary actions to meet the milestones in the Contractor's EVMS plan.

(d) If this contract has a value of less than $50 million, the Government will not make a formal determination that the Contractor's EVMS complies with the EVMS guidelines in ANSI/EIA-748 with respect to the contract. The use of the Contractor's EVMS for this contract does not imply a Government determination of the Contractor's compliance with the EVMS guidelines in ANSI/EIA-748 for application to future contracts.

The Government will allow the use of a Contractor's EVMS that has been formally reviewed and determined by the CFA to be in compliance with the EVMS guidelines in ANSI/EIA-748.

(e) The Contractor shall submit notification of any proposed substantive changes to the EVMS procedures and the impact of those changes to the CFA. If this contract has a value of $50 million or more, unless a waiver is granted by the CFA, any EVMS changes proposed by the Contractor require approval of the CFA prior to implementation. The CFA will advise the Contractor of the acceptability of such changes as soon as practicable (generally within 30 calendar days) after receipt of the Contractor's notice of proposed changes. If the CFA waives the advance approval requirements, the Contractor shall disclose EVMS changes to the CFA at least 14 calendar days prior to the effective date of implementation.

(f) The Government will schedule integrated baseline reviews as early as practicable, and the review process will be conducted not later than 180 calendar days after-

(1) Contract award;

(2) The exercise of significant contract options; and

(3) The incorporation of major modifications.

During such reviews, the Government and the Contractor will jointly assess the Contractor's baseline to be used for performance measurement to ensure complete coverage of the statement of work, logical scheduling of the work activities, adequate resourcing, and identification of inherent risks.

(g) The Contractor shall provide access to all pertinent records and data requested by the Contracting Officer or duly authorized representative as necessary to permit Government surveillance to ensure that the EVMS complies, and continues to comply, with the performance criteria referenced in paragraph (b) of this clause.

(h) When indicated by contract performance, the Contractor shall submit a request for approval to initiate an over-target baseline or over-target schedule to the Contracting Officer. The request shall include a top-level projection of cost and/or schedule growth, a determination of whether or not performance variances will be retained, and a schedule of implementation for the rebaselining. The Government will acknowledge receipt of the request in a timely manner (generally within 30 calendar days).

(i) . (1) The Contracting Officer will provide an initial determination to the Contractor, in writing, of any significant Significant deficiencies deficiencies. The initial determination will describe the deficiency in sufficient detail to allow the Contractor to understand the deficiency.

(2) The Contractor shall respond within 30 days to a written initial determination from the Contracting Officer that identifies significant deficiencies in the Contractor's EVMS. If the Contractor disagrees with the initial determination, the Contractor shall state, in writing, its rationale for disagreeing.

(3) The Contracting Officer will evaluate the Contractor's response and notify the Contractor, in writing, of the Contracting Officer's final determination concerning-

(i) Remaining significant deficiencies;

(ii) The adequacy of any proposed or completed corrective action;

(iii) System noncompliance, when the Contractor's existing EVMS fails to comply with the earned value management system guidelines in the ANSI/EIA-748; and

(iv) System disapproval, if initial EVMS validation is not successfully completed within the timeframe approved by the Contracting Officer, or if the Contracting Officer determines that the Contractor's earned value management system contains one or more significant deficiencies in high-risk guidelines in ANSI/EIA-748 standards (guidelines 1, 3, 6, 7, 8, 9, 10, 12, 16, 21, 23, 26, 27, 28, 30, or 32). When the Contracting Officer determines that the existing earned value management system contains one or more significant deficiencies in one or more of the remaining 16 guidelines in ANSI/EIA-748 standards, the Contracting Officer will use discretion to disapprove the system based on input received from functional specialists and the auditor.

(4) If the Contractor receives the Contracting Officer's final determination of significant deficiencies, the Contractor shall, within 45 days of receipt of the final determination, either correct the significant deficiencies or submit an acceptable corrective action plan showing milestones and actions to eliminate the significant deficiencies.

(j) . (1) If the Contracting Officer makes a final determination to disapprove the Contractor's EVMS, and the contract Withholding payments includes the clause at 252.242-7005, Contractor Business Systems, the Contracting Officer will withhold payments in accordance with that clause.

(k) With the exception of paragraphs (i) and (j) of this clause, the Contractor shall require its subcontractors to comply with EVMS requirements as follows:

(1) For subcontracts valued at $50 million or more, the following subcontractors shall comply with the requirements of this clause:

TBD at time of award

(2) For subcontracts valued at less than $50 million, the following subcontractors shall comply with the requirements of this clause, excluding the requirements of paragraph (c) of this clause:

TBD at time of award

(End of clause)

The following clauses were deleted:

FAR Clauses Incorporated by Full Text

52.219-28 Alternate Mar 2020 I - Post-Award Small Business Program Rerepresentation. (Alternate I) Mar

. As prescribed in 19.309(c)(2), substitute the following paragraph (h)(1) for paragraph (h)(1) of the basic clause:Alternate I (MAR 2020)

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

NAICS Code Small business concern (yes/no)

[ ]Contracting Officer to insert NAICS codes.

52.246-19 - Warranty of Systems and Equipment under Performance Specifications or Design Criteria. May

As prescribed in , the contracting officer may insert a clause substantially as follows:46.710(c)(1)

WARRANTY OF SYSTEMS AND EQUIPMENT UNDER PERFORMANCE SPECIFICATIONS OR DESIGN CRITERIA (MAY 2001)

As used in this clause-(a) Definitions.

means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, Acceptance ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract.

means any condition or characteristic in any supplies or services furnished by the Contractor under the contract that is not in compliance Defect with the requirements of the contract.

means the end items furnished by the Contractor and related services required under this contract. Except when this contract includes the Supplies clause entitled Warranty of Data, supplies also mean "data."

Contractor's obligations. (b) The Contractor's warranties under this clause shall apply only to those defects discovered by either the Government (1) or the Contractor [Contracting Officer shall state the warranty period; e.g.,"at the time of delivery;" "within 45 days after delivery," or the ____ specified event whose occurrence will terminate the warranty period; e.g.,the number of miles or hours of use, or combination of any applicable events or periods of time.].

If the Contractor becomes aware at any time before acceptance by the Government (whether before or after tender to the Government) that a (2) defect exists in any supplies or services, the Contractor shall-

Promptly correct the defect; or(i)

Promptly notify the Contracting Officer, in writing, of the defect, using the same procedures prescribed in paragraph (b)(3) of this clause.(ii)

If the Contracting Officer determines that a defect exists in any of the supplies or services accepted by the Government under this contract, the (3) Contracting Officer shall promptly notify the Contractor of the defect, in writing, within [Contracting Officer shall insert the specific period of ____ time in which notice shall be given to the Contractor; e.g.,"30days after delivery of the nonconforming supplies;" "90days of the last delivery under this contract;" or "90days after discovery of the defect."]. Upon timely notification of the existence of a defect, or if the Contractor independently discovers a defect in accepted supplies or services, the Contractor shall submit to the Contracting Officer, in writing, within [Contracting Officer ____ shall insert period of time] a recommendation for corrective actions, together with supporting information in sufficient detail for the Contracting Officer to determine what corrective action, if any, shall be undertaken.

The Contractor shall promptly comply with any timely written direction from the Contracting Officer to correct or partially correct a defect, at (4) no increase in the contract price.

The Contractor shall also prepare and furnish to the Contracting Officer data and reports applicable to any correction required under this clause (5) (including revision and updating of all other affected data called for under this contract) at no increase in the contract price.

In the event of timely notice of a decision not to correct or only to partially correct, the Contractor shall submit a technical and cost proposal (6) within . [Contracting Officer shall insert period of time] to amend the contract to permit acceptance of the affected supplies or services in ____ accordance with the revised requirement, and an equitable reduction in the contract price shall promptly be negotiated by the parties and be reflected in a supplemental agreement to this contract.

Any supplies or parts thereof corrected or furnished in replacement and any services reperformed shall also be subject to the conditions of this (7) clause to the same extent as supplies or services initially accepted. The warranty, with respect to these supplies, parts, or services, shall be equal in duration to that set forth in paragraph (b)(1) of this clause, and shall run from the date of delivery of the corrected or replaced supplies.

The Contractor shall not be responsible under this clause for the correction of defects in Government-furnished property, except for defects in (8) installation, unless the Contractor performs, or is obligated to perform, any modifications or other work on such property. In that event, the Contractor shall be responsible for correction of defects that result from the modifications or other work.

If the Government returns supplies to the Contractor for correction or replacement under this clause, the Contractor shall be liable for (9) transportation charges up to an amount equal to the cost of transportation by the usual commercial method of shipment from the place of delivery specified in this contract (irrespective of the f.o.b. point or the point of acceptance) to the Contractor's plant and return to the place of delivery specified in this contract. The Contractor shall also bear the responsibility for the supplies while in transit.

All implied warranties of merchantability and "fitness for a particular purpose" are excluded from any obligation under this contract.(10)

Remedies available to the Government. (c) The rights and remedies of the Government provided in this clause-(1)

Shall not be affected in any way by any terms or conditions of this contract concerning the conclusiveness of inspection and acceptance; and(i)

Are in addition to, and do not limit, any rights afforded to the Government by any other clause of this contract.(ii)

Within [Contracting Officer shall insert period of time] after receipt of the Contractor's recommendations for corrective action and (2) ____ adequate supporting information, the Contracting Officer, using sole discretion, shall give the Contractor written notice not to correct any defect, or to correct or partially correct any defect within a reasonable time at [Contracting Officer shall insert locations where corrections may be performed].____

In no event shall the Government be responsible for any extension or delays in the scheduled deliveries or periods of performance under this (3) contract as a result of the Contractor's obligations to correct defects, nor shall there be any adjustment of the delivery schedule or period of performance as a result of the correction of defects unless provided by a supplemental agreement with adequate consideration.

This clause shall not be construed as obligating the Government to increase the contract price.(4)

(5) The Contracting Officer shall give the Contractor a written notice specifying any failure or refusal of the Contractor to-(i)

Present a detailed recommendation for corrective action as required by paragraph (b)(3) of this clause;(A)

Correct defects as directed under paragraph (b)(4) of this clause; or(B)

Prepare and furnish data and reports as required by paragraph (b)(5) of this clause.(C)

The notice shall specify a period of time following receipt of the notice by the Contractor in which the Contractor must remedy the failure or (ii) refusal specified in the notice.

If the Contractor does not comply with the Contracting Officer's written notice in paragraph (c)(5)(i) of this clause, the Contracting Officer may (6) by contract or other-wise-

Obtain detailed recommendations for corrective action and either-(i)

Correct the supplies or services; or(A)

Replace the supplies or services, and if the Contractor fails to furnish timely disposition instructions, the Contracting Officer may dispose of (B) the nonconforming supplies for the Contractor's account in a reasonable manner, in which case the Government is entitled to reimbursement from the Contractor, or from the proceeds, for the reasonable expenses of care and disposition, as well as for excess costs incurred or to be incurred;

Obtain applicable data and reports; and(ii)

Charge the Contractor for the costs incurred by the Government.(iii)

(End of clause)

Section J - List of Attachments

The following attachments were added:

Attachment 05 - Amendment 2 KC-135 CCR Pricing Matrix

Section L - Instructions, Conditions, & Notices to Offerors or Quoters

The following clauses were modified:

52.233-2 - Service of Protest. Sep 2006 hereby reads as follows:

As prescribed in , insert the following provision:33.106

Service of Protest (Sept 2006)

Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that (a) are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from . USAF AFMC AFLCMC/WLTK, 3001 Staff Dr., Post 2AJ85A, Tinker AFB 73145

The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.(b)

(End of provision)

CP 405 736 4908, 3001 STAFF DR STE 2AI 85A

TINKER AFB, OK 73145-3303

UNITED STATES

SHANITA MANUEL, Email: shanita.manuel@us.af.mil Telephone: 405-739-3131