FA8224-12-R-0037 Conformed Copy_Amendment 0001 and 0002.pdf

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until 03:30 PM local time 28 Mar 2012

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H terry .clark@hill.af.mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA

FAR (48 CFR) 53.214(c)

1 48

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

FA8224 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

TERRY CLARK 801-586-3335

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

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

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

PART II - CO NTRACT CLAUSES

OO-ALC/PKEA

TERRY CLARK 6038 ASPEN AVE B1289 UPSTAIR

HILL AFB UT 84056-5805

801-586-3335

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

28 Feb 2012

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

FA8224-12-R-0037

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 12 Months Financial/Partnering Advisement

FFP

Non-personal services. The contractor provide services to the 309th Commodities

Maintenance Group (CMXG) IAW the Performance Work Statement, dated 5

March 2012.

FOB: Destination

SIGNAL CODE: A

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

0002 12 Months Technical Project Management

FFP

Non-personal services. The contractor shall provide services to the 309th

Commodities Maintenance Group (CMXG) IAW the Performance Work

Statement, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0003 12 Months Specialized Project Management

FFP

Non-personal services. The contractor shall provide services to the 309th Missile

Maintenance Group (MMXG) IAW the Performance Work Statement, dated 5

March 2012.

UNIT UNIT PRICE MAX AMOUNT

0004 6 Months Specialized Project Management

FFP

Non-personal services. The contractor shall provide services to the 309th

Commodities Maintenance Group (CMXG) IAW the Performance Work

Statement, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0005 UNDEFINED Lot Travel

COST

The contractor shall be required to travel to various locations in accordance with the Performance Work Statement, paragraph 3.5, dated 5 March 2012.

MAX COST

UNIT UNIT PRICE MAX AMOUNT

0006 1 Lot Data (per CDRLs)

FFP

INot separately priced. DD 1423-1 are attached for this contract and IAW the

Performance Work Statement, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0007 6 Months OPTION Financial/Partnering Advisement

FFP

If required, this CLIN willl only be exercised under FAR 52.217-8. Non-personal services. The contractor provide services to the 309th Commodities Maintenance

Group (CMXG) IAW the Performance Work Statement, dated 5 March 2012.

The period of performance will be determined upon the Government's right to exercise IAW FAR 52.217-8.

UNIT UNIT PRICE MAX AMOUNT

0008 6 Months OPTION Specialized Project Management

FFP

If required, this CLIN willl only be exercised under FAR 52.217-8. Non-personal services. The contractor shall provide services to the 309th Missile Maintenance

Group (MMXG) IAW the Performance Work Statement, dated 5 March 2012.

The period of performance will be determined upon the Government's right to exercise IAW FAR 52.217-8.

UNIT UNIT PRICE MAX AMOUNT

0009 UNDEFINED Lot OPTION Travel

COST

If required, this CLIN willl only be exercised under FAR 52.217-8. Non-personal services. The contractor shall be required to travel to various locations in accordance with the Performance Work Statement, paragraph 3.5, dated 5

March 2012. The period of performance will be determined upon the

Government's right to exercise IAW FAR 52.217-8.

MAX COST

UNIT UNIT PRICE MAX AMOUNT

0010 1 OPTION Data (per CDRLs)

FFP

If required, this CLIN willl only be exercised under FAR 52.217-8. Not separately priced. DD 1423-1 are attached for this contract and IAW the

Performance Work Statement, dated 5 March 2012. The period of performance will be determined upon the Government's right to exercise IAW FAR 52.217-8.

UNIT UNIT PRICE MAX AMOUNT

0101 12 Months OPTION Financial/Partnering Advisement

FFP

Non-personal services. The contractor provide services to the 309th Commodities

Maintenance Group (CMXG) IAW the Performance Work Statement, dated 5

March 2012.

UNIT UNIT PRICE MAX AMOUNT

OPTION Technical Project Management

FFP

This line item will not be required and will be deleted upon award of contract.

UNIT UNIT PRICE MAX AMOUNT

0103 12 Months OPTION Specialized Project Management

FFP

Non-personal services. The contractor shall provide services to the 309th Missile

Maintenance Group (MMXG) IAW the Performance Work Statement, dated 5

March 2012.

UNIT UNIT PRICE MAX AMOUNT

0104 UNDEFINED Lot OPTION Travel

COST

The contractor shall be required to travel to various locations in accordance with the Performance Work Statement, paragraph 3.5, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0105 1 OPTION Data (per CDRLs)

FFP

Not separately priced. DD 1423-1 are attached for this contract and IAW the

Performance Work Statement, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0201 12 Months OPTION Financial/Partnering Advisement

FFP

Non-personal services. The contractor provide services to the 309th Commodities

Maintenance Group (CMXG) IAW the Performance Work Statement, dated 5

March 2012.

UNIT UNIT PRICE MAX AMOUNT

0202 Months OPTION Technical Project Management

FFP

This line item is no longer required and will be deleted upon contract award.

UNIT UNIT PRICE MAX AMOUNT

0203 12 Months OPTION Specialized Project Management

FFP

Non-personal services. The contractor shall provide services to the 309th Missile

Maintenance Group (MMXG) IAW the Performance Work Statement, dated 5

March 2012.

UNIT UNIT PRICE MAX AMOUNT

0204 UNDEFINED Lot OPTION Travel

COST

The contractor shall be required to travel to various locations in accordance with the Performance Work Statement, paragraph 3.5, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0205 1 OPTION Data (per CDRLs)

FFP

Not separately priced. DD 1423-1 are attached for this contract and IAW the

Performance Work Statement, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0301 12 Months OPTION Financial/Partnering Advisement

FFP

Non-personal services. The contractor provide services to the 309th Commodities

Maintenance Group (CMXG) IAW the Performance Work Statement, dated 5

March 2012.

UNIT UNIT PRICE MAX AMOUNT

OPTION Technical Project Management

FFP

This line item is no longer required and will be deleted upon contract award.

UNIT UNIT PRICE MAX AMOUNT

0303 12 Months OPTION Specialized Project Management

FFP

Non-personal services. The contractor shall provide services to the 309th Missile

Maintenance Group (MMXG) IAW the Performance Work Statement, dated 5

March 2012.

UNIT UNIT PRICE MAX AMOUNT

0304 UNDEFINED Lot OPTION Travel

COST

The contractor shall be required to travel to various locations in accordance with the Performance Work Statement, paragraph 3.5, dated 5 March 2012.

UNIT UNIT PRICE MAX AMOUNT

0305 1 OPTION Data (per CDRLs)

FFP

Not separately priced. DD 1423-1 are attached for this contract and IAW the

Performance Work Statement, dated 5 March 2012.

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

1.00 12.00

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

0001 Destination Government Destination Government

0002 Destination Government Destination Government

0003 Destination Government Destination Government

0004 Destination Government Destination Government

0005 Destination Government Destination Government

0006 Destination Government Destination Government

0007 Destination Government Destination Government

0008 Destination Government Destination Government

0009 Destination Government Destination Government

0010 Destination Government Destination Government

0101 Destination Government Destination Government

0102 Destination Government Destination Government

0103 Destination Government Destination Government

0104 Destination Government Destination Government

0105 Destination Government Destination Government

0201 Destination Government Destination Government

0202 Destination Government Destination Government

0203 Destination Government Destination Government

0204 Destination Government Destination Government

0205 Destination Government Destination Government

0301 Destination Government Destination Government

0302 Destination Government Destination Government

0303 Destination Government Destination Government

0304 Destination Government Destination Government

0305 Destination Government Destination Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 02-APR-2012 TO

01-APR-2013

N/A 309 CMXG

JEANNIE.CWALINSKI

309 CMXG

5760 SOUTHGATE AVE, BLDG 507

HILL AFB UT 84056-5228

801-777-5319

F2DCBX

0002 POP 02-APR-2012 TO

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 02-APR-2012 TO

N/A (SAME AS PREVIOUS LOCATION)

0004 POP 02-APR-2012 TO

01-OCT-2012

N/A (SAME AS PREVIOUS LOCATION)

0005 POP 02-APR-2012 TO

N/A (SAME AS PREVIOUS LOCATION)

0006 POP 02-APR-2012 TO

N/A (SAME AS PREVIOUS LOCATION)

0007 N/A N/A N/A N/A

0008 POP 02-APR-2016 TO

01-OCT-2016

N/A 309 CMXG

JEANNIE.CWALINSKI

309 CMXG

5760 SOUTHGATE AVE, BLDG 507

HILL AFB UT 84056-5228

801-777-5319

0009 POP 02-APR-2016 TO

N/A (SAME AS PREVIOUS LOCATION)

0010 POP 02-APR-2016 TO

N/A (SAME AS PREVIOUS LOCATION)

0101 POP 02-APR-2013 TO

01-APR-2014

N/A (SAME AS PREVIOUS LOCATION)

0102 N/A N/A N/A N/A

0103 POP 02-APR-2013 TO

N/A 309 CMXG

JEANNIE.CWALINSKI

309 CMXG

5760 SOUTHGATE AVE, BLDG 507

HILL AFB UT 84056-5228

801-777-5319

0104 POP 02-APR-2013 TO

N/A (SAME AS PREVIOUS LOCATION)

0105 POP 02-APR-2013 TO

N/A (SAME AS PREVIOUS LOCATION)

0201 POP 02-APR-2014 TO

01-APR-2015

N/A (SAME AS PREVIOUS LOCATION)

0202 N/A N/A N/A N/A

0203 POP 02-APR-2014 TO

N/A 309 CMXG

JEANNIE.CWALINSKI

309 CMXG

5760 SOUTHGATE AVE, BLDG 507

HILL AFB UT 84056-5228

801-777-5319

0204 POP 02-APR-2014 TO

N/A (SAME AS PREVIOUS LOCATION)

0205 POP 02-APR-2014 TO

N/A (SAME AS PREVIOUS LOCATION)

0301 POP 02-APR-2015 TO

01-APR-2016

N/A (SAME AS PREVIOUS LOCATION)

0302 N/A N/A N/A N/A

0303 POP 02-APR-2015 TO

N/A 309 CMXG

JEANNIE.CWALINSKI

309 CMXG

5760 SOUTHGATE AVE, BLDG 507

HILL AFB UT 84056-5228

801-777-5319

0304 POP 02-APR-2015 TO

02-MAR-2016

N/A (SAME AS PREVIOUS LOCATION)

0305 POP 02-APR-2015 TO

N/A (SAME AS PREVIOUS LOCATION)

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

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

52.203-11 Certification And Disclosure Regarding Payments To

Influence Certain Federal Transactions

SEP 2007

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 Postconsumer Fiber

Content Paper

MAY 2011

52.204-7 Central Contractor Registration APR 2008

52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for

Debarment

DEC 2010

52.215-1 Instructions to Offerors--Competitive Acquisition JAN 2004

52.215-2 Audit and Records--Negotiation OCT 2010

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997

52.215-22 Limitations on Pass-Through Charges--Identification of

Subcontract Effort

OCT 2009

52.216-11 Cost Contract--No Fee APR 1984

52.219-6 Notice Of Total Small Business Set-Aside NOV 2011

52.222-1 Notice To The Government Of Labor Disputes FEB 1997

52.222-3 Convict Labor JUN 2003

52.222-21 Prohibition Of Segregated Facilities FEB 1999

52.222-22 Previous Contracts And Compliance Reports FEB 1999

52.222-25 Affirmative Action Compliance APR 1984

52.222-26 Equal Opportunity MAR 2007

52.222-35 Equal Opportunity for Veterans SEP 2010

52.222-36 Affirmative Action For Workers With Disabilities OCT 2010

52.222-37 Employment Reports on Veterans SEP 2010

52.222-38 Compliance With Veterans' Employment Reporting

Requirements

SEP 2010

52.222-46 Evaluation Of Compensation For Professional Employees FEB 1993

52.222-50 Combating Trafficking in Persons FEB 2009

52.222-54 Employment Eligibility Verification JAN 2009

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011

52.223-6 Drug-Free Workplace MAY 2001

52.223-10 Waste Reduction Program MAY 2011

52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

52.227-1 Authorization and Consent DEC 2007

52.228-5 Insurance - Work On A Government Installation JAN 1997

52.228-7 Insurance--Liability To Third Persons MAR 1996

52.229-3 Federal, State And Local Taxes APR 2003

52.232-1 Payments APR 1984

52.232-8 Discounts For Prompt Payment FEB 2002

52.232-11 Extras APR 1984

52.232-17 Interest OCT 2010

52.232-18 Availability Of Funds APR 1984

52.232-22 Limitation Of Funds APR 1984

52.232-23 Assignment Of Claims JAN 1986

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

52.242-13 Bankruptcy JUL 1995

52.243-1 Changes--Fixed Price AUG 1987

52.243-2 Changes--Cost-Reimbursement AUG 1987

52.244-5 Competition In Subcontracting DEC 1996

52.245-1 Government Property AUG 2010

52.245-9 Use And Charges AUG 2010

52.246-4 Inspection Of Services--Fixed Price AUG 1996

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-25 Limitation Of Liability--Services FEB 1997

52.247-34 F.O.B. Destination NOV 1991

52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

MAY 2004

52.249-6 Termination (Cost Reimbursement) MAY 2004

52.249-8 Default (Fixed-Price Supply & Service) APR 1984

52.252-1 Solicitation Provisions Incorporated By Reference FEB 1998

52.252-2 Clauses Incorporated By Reference FEB 1998

52.252-5 Authorized Deviations In Provisions APR 1984

52.252-6 Authorized Deviations In Clauses APR 1984

52.253-1 Computer Generated Forms JAN 1991

252.201-7000 Contracting Officer's Representative DEC 1991

252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

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 Alternate A SEP 2007

252.204-7005 Oral Attestation of Security Responsibilities NOV 2001

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Terrorist Country

DEC 2006

252.227-7013 Rights in Technical Data--Noncommercial Items SEP 2011

252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

MAR 2011

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

MAR 2008

252.232-7010 Levies on Contract Payments DEC 2006

252.237-7007 Termination for Default DEC 1991

252.243-7001 Pricing Of Contract Modifications DEC 1991

252.243-7002 Requests for Equitable Adjustment MAR 1998

CLAUSES INCORPORATED BY FULL TEXT

52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm-Fixed Price contract resulting from this solicitation.

(End of provision)

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2011)

(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 N/A 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.

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

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

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

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

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

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

(F) Facilities capital cost of money factors computation.

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

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

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

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

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

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

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

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

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

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

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

(B) General Organizational information and Executive compensation for the five most highly compensated executives. See 31.205-6(p). Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/.

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

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

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

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

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

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

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

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

(K) Federal and State income tax returns.

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

(M) Minutes from board of directors meetings.

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

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

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

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

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

Disputes clause.

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

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

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

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

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

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

(1) Shall be the anticipated final rates; and

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

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

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) Reduced by amounts found by the Contracting

Officer not to constitute allowable costs or (2) Adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(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 2 April

2012through 1 April 2016.

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

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

Schedule.

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 month, 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 12 months;

(2) Any order for a combination of items in excess of 12 months; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal

Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the

Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3days 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 1 April 2016.

52.217-5 EVALUATION OF OPTIONS (JUL 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the

Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

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.

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;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days 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 54 months.

52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (APR 2011)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541611.

(2) The small business size standard is $7M.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b) Representations.

(1) The offeror represents as part of its offer that it ( ) is, ( ) is not a small business concern.

(2) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.)

The offeror represents, for general statistical purposes, that it ( ) is, ( ) is not a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.)

The offeror represents as part of its offer that it ( ) is, ( ) is not a women-owned small business concern.

(4) Women-owned small business (WOSB) concern eligible under the WOSB Program. [Complete only if the offeror represented itself as a women-owned small business concern in paragraph (b)(3) of this provision.] The offeror represents as part of its offer that--

(i) It * is, * is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It * is, * is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (b)(4)(i) of this provision is accurate in reference to the WOSB concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the WOSB concern or concerns that are participating in the joint venture: ----.] Each WOSB concern participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(5) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete only if the offeror represented itself as a women-owned small business concern eligible under the WOSB Program in (b)(4) of this provision.] The offeror represents as part of its offer that--

(i) It * is, * is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It * is, * is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (b)(5)(i) of this provision is accurate in reference to the EDWOSB concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the EDWOSB concern or concerns that are participating in the joint venture: ------------------.] Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

(6) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.)

The offeror represents as part of its offer that it ( ) is, ( ) is not a veteran-owned small business concern.

(7) (Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (b)(6) of this provision.) The offeror represents as part of its offer that it ( ) is, ( ) is not a service-disabled veteran-owned small business concern.

(8) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.)

The offeror represents, as part of its offer, that--

(i) It [squ] is, [squ] is not a HUBZone small business concern listed, on the date of this representation, on the List of

Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR Part 126; and

(ii) It [squ] is, [squ] is not a HUBZone joint venture that complies with the requirements of 13 CFR Part 126, and the representation in paragraph (b)(8)(i) of this provision is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The offeror shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: --------.] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

(c) Definitions. As used in this provision--

―Economically disadvantaged women-owned small business (EDWOSB) concern‖ means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business concern eligible under the WOSB Program.

Service-disabled veteran-owned small business concern--

(1) Means a small business concern--

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

"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 (a) of this provision.

Veteran-owned small business concern means a small business concern--

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

"Women-owned small business concern," means a small business concern --

(1) That is at least 51 percent owned by one or more women; in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

―Women-owned small business (WOSB) concern eligible under the WOSB Program (in accordance with 13 CFR part 127)‖, means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the

United States.

(d) Notice.

(1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished.

(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a business concern that is small, HUBZone small, small disadvantaged, service-disabled veteran-owned small, economically disadvantaged women-owned small, or women-owned small eligible under the WOSB Program in order to obtain a contract to be awarded under the preference programs established pursuant to section 8, 9, 15, 31, and 36 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall—

(i) Be punished by imposition of fine, imprisonment, or both;

(ii) Be subject to administrative remedies, including suspension and debarment; and

(iii) Be ineligible for participation in programs conducted under the authority of the Act.

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…