Attachment 3 - Model Contract (AMENDED).pdf

AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

RATING PAGE OF PAGES

2. CONTRACT (Proc. Inst. Ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

6. ADMINISTERED BY (If other than Item 5) CODE5. ISSUED BY CODE

FACILITY CODE

7. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

CODE

8. DELIVERY

FOB ORIGIN OTHER (See below)

9. DISCOUNT FOR PROMPT PAYMENT

10. SUBMIT INVOICES

(4 copies unless otherwise specified) TO THE

ADDRESS SHOWN IN

ITEM

14. ACCOUNTING AND APPROPRIATION DATA

11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE

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

10 U.S.C. 2304(c)( ) 41 U.S.C. 3304(a)( )

15A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D.UNIT 15E. UNIT PRICE 15F. AMOUNT

15G. TOTAL AMOUNT OF CONTRACT $

16. TABLE OF CONTENTS

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

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

SOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECS./WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

J LIST OF ATTACHMENTS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

K REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

A

B

C

D

E

F

G

H

L

M

INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

I

CONTRACTING OFFICER WILL COMPLETE ITEM 17 (SEALED-BID OR NEGOTIATED PROCUREMENT) OR 18 (SEALED-BID PROCUREMENT) AS APPLICABLE

17. CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this document and return copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.)

18. SEALED-BID AWARD (Contractor is not required to sign this document.)

Your bid on Solicitation Number , including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the terms listed above and on any continuation sheets.

This award consummates the contract which consists of the following documents: (a) the Government's solicitation and your bid, and (b) this award/contract. No further contractual document is necessary. (Block 18 should be checked only when awarding a sealed-bid contract.)

19A. NAME AND TITLE OF SIGNER (Type or Print)

19B. NAME OF CONTRACTOR 19C. DATE SIGNED

(Signature of person authorized to sign)

BY

20A. NAME OF CONTRACTING OFFICER

20B. UNITED STATES OF AMERICA 20C. DATE SIGNED

(Signature of Contracting Officer)

BY

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is NOT usable

STANDARD FORM 26 (REV. 3/2013)

Prescribed by GSA - FAR (48 CFR) 53.214(a)

FA238423CXXXX

FA8650-20-S-6008 BAA

Attachment 3

Section A - Solicitation/Contract Form

Model Contract for Airman Readiness Medical Research "ARMR" Broad Agency Announcement (BAA)

North American Industry Classification System (NAICS): 541715

F A238423CXXXX

Page 2 of43

Section B - Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service

RESEARCH & DEVELOPMENT

The Contractor shall conduct research in accordance with Section J Attachment 1, Statement of Work (SOW), entitled, "INSERT SOW TITLE."

0001 All data requirements shall be delivered in accordance with Exhibit A, Contract Data Requirements List, DD Form 1423-1.

See Section F for shipment address(es).

Product Service Code: ACl 1 Defense Priorities Allocation System (DPAS) Priority Rating:

DO-C9

Pricing Arrangement: Cost Sharing

HARDWARE

Deliver hardware in accordance with Section J Attachment 1, SOW, entitled, "INSERT SOW TITLE." Hardware deliverables include, but are not limited to the following:

a. INSERT hardware item # 1:

b. INSERT hardware item #2:

NOTE: The requirements at DF ARS 252.211-7003, Item 0002 Identification and Valuation, are applicable to this effort. The contractor shall provide DoD unique identification or a DoD recognized unique i.d. equivalent for all delivered hardware items for which the government's unit acquisition cost is $5,000 or more.

For Unique Identification (IUD) purposes, the hardware to be delivered has an estimated fully burdened cost of "INSERT

DOLLAR AMOUNT."

Product Service Code: ACl 1 Defense Priorities Allocation System (DPAS) Priority Rating:

DO-C9

Pricing Arrangement: Cost Sharing

SOFTWARE

The contractor shall deliver software in accordance with Section J Attachment 1, SOW, entitled, "INSERT SOW

TITLE."

The contractor shall deliver any and all software developed and /or acquired via the course of effort, in accordance with Exhibit A, Contract Data Requirements List, DD Form 1423-2.

a. Insert software item #1:

0003 b. Insert software item #2:

Any commercial off the shelf (COTS) software licenses, to be delivered to the U.S. Government under the contract shall be consistent with federal law and submitted to the Contracting Officer for review for acceptability. Although some license

Quantity Unit Unit Price

1 Lot

1 Lot

1 Lot

Amount

Page 3 of43 terms do not necessarily violate federal law, they may raise security concerns or limit use to such an extent that the license does not meet the Government's needs.

Product Service Code: ACl l Defense Priorities Allocation System (DPAS) Priority Rating:

DO-C9

Pricing Arrangement: Cost Sharing

Page4 of43

Section C - Description/Specifications/Statement of Work

NO CLAUSES OR PROVISIONS IN THIS SECTION.

Requirements See Section J Attachment 1 Statement of Work and applicable supplement(s).

Page 5 of43

Section D - Packaging and Marking

Page 6 of43

Section E - Inspection and Acceptance

FAR Clauses Incorporated by Reference

Number

52.246-7 52.246-8

Title

Inspection of Research and Development-Fixed-Price.

Inspection of Research and Development-Cost-Reimbursement.

DFARS Clauses Incorporated by Reference

Number

252.245-7001 Title

Tagging, Labeling, and Marking of Government-Furnished Property.

Overall Contract Inspection/ Acceptance Locations

Inspection and Acceptance Location

Both Destination Instructions:

DoDAAC:

CountryCode:

ADDRESS

Inspection and Acceptance Location

Both Destination Instructions:

DoDAAC:

CountryCode:

ADDRESS

Inspection and Acceptance Location

Both Destination Instructions:

DoDAAC:

CountryCode:

ADDRESS

F A238423CXXXX

Page 7 of43

Effective Date

Aug 1996 May 200I

Effective Date

Apr 20l2

Page 8 of43

Section F - Deliveries or Performance

The scheduled delivery date for the approved final technical report is reflected herein. The technical effort shall be completed no later than TBD. The contractor shall deliver data in accordance with Exhibit A, Contract Data Requirements List (CDRL), DD Form 1423-1. Email addresses for data deliverables are delineated below:

TBD

GUARANTEED FINAL REPORT

If, pursuant to FAR 52.232-22 in Section I (Limitation of Funds), full funding isn't provided, the Contractor is required to deliver the final report.

During the life of the contract, the Contractor shall continuously reserve sufficient funds from the amount allotted to guarantee the preparation and delivery of the final report.

Delivery On Or Before Delivery Date: TBD

Contractor Destination

Line Item Delivery Schedule

Delivery On Or Before Delivery Date:

Delivery On Or Before Delivery Date:

Delivery On Or Before Delivery Date:

Quantity

1 Lot

1 Lot

1 Lot

Address and POC

Ship To DoDAAC:

CountryCode:

ADDRESS

Number 52.242-15 52.242-15 Alternate I 52.242-17

Title Stop-Work Order.

Stop-Work Order. (Alternate I) Government Delay of Work.

Mark for Party

Mark for Party DoDAAC:

CountryCode:

ADDRESS

Effective Date Aug 1989 Apr 1984 Apr 1984

Ship To

DoDAAC:

CountryCode:

ADDRESS

Ship To

DoDAAC:

CountryCode:

ADDRESS

Mark for Party

DoDAAC:

CountryCode:

ADDRESS

Mark for Party

DoDAAC:

CountryCode:

ADDRESS

52.247-34 F.o.b. Destination.

DFARS Clauses Incorporated by Reference

Number

252.247-7023 Title

Transportation of Supplies by Sea.

Nov 1991

F A238423CXXXX

Page 9 of43

Effective Date

Jan 2023

Section G - Contract Administration Data

Payment Instructions for Multiple Accounting Classification Citations:

DF ARS PGI 204. 7108 (B) (2) PAYMENT INSTRUCTIONS

F A238423CXXXX

The payment office shall allocate and record the amounts paid to the accounting classification citations in the contract using the table shown in at PGI 204.71 --Uniform Contract Line Item Numbering System (osd.mil) based on the type of payment request submitted (see DF ARS 252.232-7006)and the type of effort.

DFARS Clauses Incorporated by Reference

Number

252.204-7006 252 .231-7000 252.232-7003

Title

Billing Instructions-Cost Vouchers Supplemental Cost Principles Electronic Submission of Payment Requests and Receiving Reports.

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. Jan 2023

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) Definitions. As used in this clause-

Effective Date

May 2023 Dec 1991 Dec 2018

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WA WF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252 .23 2-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WA WF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DF ARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWFaccess. To access WAWF, the Contractor shall-

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WA WF at https:/ /wawf.eb.miV following the step-by-step procedures for self-registration available at this web site.

( d) WA WF training. The Contractor should follow the training instructions of the WA WF W eh-Based Training Course and use the Practice Training Site before submitting payment requests through WA WF. Both can be accessed by selecting the "Web Based Training" link on the WA WF home page at https://wawf.eb.miV

( e) WA WF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(t) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WA WF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

Page 11 of43

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fvced price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2inl, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

(Contracting Officer: Insert either ''Invoice 2inl" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial financing, submit a commercial financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

[Note: The Contractor may use a WA WF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WA WF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WA WF Data to be entered in WAWF

Pay Official DoDAAC

Issue By DoDAAC

Admin DoDAAC

Inspect By DoDAAC

Ship To Code

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC)

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC(s)

Page 12 of43

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable. '')

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the.functions under FAR 42.302(a)(l3).)

( 4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements ofDFARS Appendix F.

(g) WA WF point of contact.

(l) The Contractor may obtain clarification regarding invoicing in WA WF from the following contracting activity's WA WF point of contact.

(Contracting Officer: Insert applicable information or ''Not applicable.'')

(2) Contact the WA WF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

Section H - Special Contract Requirements

Page 13 of43

Section I - Contract Clauses

Number

52.202-1 52.203-3 52.203-5 52.203-6 52.203-7 52.203-8 52.203-10 52.203-12 52.203-13 52.203-16

52.203-17

52.203-19 52.204-4 52.204-9 52.204-10 52.204-13 52.204-18 52.204-19 52.204-21

52.204-23

52.204-25

52.204-27

52.209-6

52.209-9 52.209-10 52.210-1 52.211-5 52.215-2 52.215-8 52.215-10

52.215-11 Deviation 2022-00001

52.215-12 Deviation 2022-00001

52.215-13 Deviation 2022-00001

52.215-14 Alternate I 52.215-15

52.215-18

52.215-19

52.215-21

52.215-23 52.216-8 52.216-11 52.216-12 52.216-15 52.219-8 Deviation 2023-00002 52.219-9 52.219-16 52.222-3 52.222-19 52.222-21 52.222-26 52.222-35 52.222-36 52.222-37 52.222-50

52.222-51

Title

Definitions.

Gratuities.

Covenant Against Contingent Fees.

Restrictions on Subcontractor Sales to the Government.

Anti-Kickback Procedures.

Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity.

Price or Fee Adjustment for Illegal or Improper Activity.

Limitation on Payments to Influence Certain Federal Transactions.

Contractor Code of Business Ethics and Conduct.

Preventing Personal Conflicts of Interest.

Contractor Employee Whistleblower Rights and Requirement To Inform Employees ofWhistleblower Rights.

Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

Printed or Copied Double-Sided on Postconsumer Fiber Content Paper.

Personal Identity Verification of Contractor Personnel.

Reporting Executive Compensation and First-Tier Subcontract Awards.

System for Award Management Maintenance.

Commercial and Government Entity Code Maintenance.

Incorporation by Reference of Representations and Certifications.

Basic Safeguarding of Covered Contractor Information Systems.

Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Prohibition on a ByteDance Covered Application.

Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment.

Updates of Publicly Available Information Regarding Responsibility Matters.

Prohibition on Contracting with Inverted Domestic Corporations.

Market Research.

Material Requirements.

Audit and Records-Negotiation.

Order of Precedence-Uniform Contract Format.

Price Reduction for Defective Certified Cost or Pricing Data.

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

(DEVIATION 2022-00001)

Subcontractor Certified Cost or Pricing Data (DEVIATION 2022-00001) Subcontractor Certified Cost or Pricing Data -- Modifications (Deviation 2022- 00001) Integrity of Unit Prices. (Alternate I) Pension Adjustments and Asset Reversions.

Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions.

Notification of Ownership Changes.

Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data-Modifications.

Limitations on Pass-Through Charges.

Fixed Fee.

Cost Contract-No Fee.

Cost-Sharing Contract-No Fee.

Predetermined Indirect Cost Rates.

Utilization of Small Business Concerns (DEVIATION 2023-00002) Small Business Subcontracting Plan.

Liquidated Damages-Subcontracting Plan.

Convict Labor.

Child Labor-Cooperation with Authorities and Remedies.

Prohibition of Segregated Facilities.

Equal Opportunity.

Equal Opportunity for Veterans.

Equal Opportunity for Workers with Disabilities.

Employment Reports on Veterans.

Combating Trafficking in Persons.

Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements.

Exemption from Application of the Service Contract Labor Standards to Contracts

F A238423CXXXX

Page 14 of43

Effective Date

Jun 2020 Apr 1984 May 2014 Jun 2020 Jun 2020 May 2014 May 2014 Jun 2020 Nov 2021 Jun 2020

Jun 2020

Jan 2017 May 2011 Jan 2011 Jun 2020 Oct 2018 Aug 2020 Dec 2014 Nov 2021

Nov 2021

Nov 2021

Jun 2023

Nov 2021

Oct 2018 Nov 2015 Nov 2021 Aug 2000 Jun 2020 Oct 1997 Aug 2011

Oct 2021

Oct 2021

Oct 2021

Oct 1997 Oct 2010

Jul 2005

Oct 1997

Nov 2021

Jun 2020 Jun 2011 Apr 1984 Apr 1984 Apr 1998 Dec 2022 Oct 2022 Sep 2021 Jun 2003 Dec 2022 Apr 2015 Sep 2016 Jun 2020 Jun 2020 Jun 2020 Nov 2021

May 2014

52.222-53 52.222-54 52.223-5 52.223-6 52.223-10 52.223-18 52.223-19 52.225-13 52.227-1 Alternate I 52.227-2 52.227-10 52.228-7 52.230-2 52.230-3 52.230-6 52.232-17 52.232-18 52.232-20 52.232-22 52.232-23 52.232-33 52.232-39 52.232-40 52.233-1 52.233-3 52.233-3 Alternate I 52.242-1 52.242-3 52.242-4 52.242-5 52.242-13 52.243-1 52.243-2 52.244-5 52.244-6 52.245-1 52.245-9 52.246-23 52.246-25 52.249-2

52.249-5

52.249-6 52.249-14 52.253-1 for Certain Services-Requirements.

Employment Eligibility Verification.

Pollution Prevention and Right-to-Know Information.

Drug-Free Workplace.

Waste Reduction Program.

Encouraging Contractor Policies to Ban Text Messaging While Driving.

Compliance with Environmental Management Systems.

Restrictions on Certain Foreign Purchases.

Authorization and Consent. (Alternate I) Notice and Assistance Regarding Patent and Copyright Infringement.

Filing of Patent Applications-Classified Subject Matter.

Insurance-Liability to Third Persons.

Cost Accounting Standards.

Disclosure and Consistency of Cost Accounting Practices.

Administration of Cost Accounting Standards.

Interest.

Availability ofFunds.

Limitation of Cost.

Limitation of Funds.

Assignment of Claims.

Payment by Electronic Funds Transfer-System for Award Management.

Unenforceability of Unauthorized Obligations.

Providing Accelerated Payments to Small Business Subcontractors.

Disputes.

Protest after Award.

Protest after Award. (Alternate I) Notice of Intent to Disallow Costs.

Penalties for Unallowable Costs.

Certification of Final Indirect Costs.

Payments to Small Business Subcontractors.

Bankruptcy.

Changes-Fixed-Price.

Changes-Cost-Reimbursement.

Competition in Subcontracting.

Subcontracts for Commercial Products and Commercial Services.

Government Property.

Use and Charges.

Limitation of Liability.

Limitation of Liability-Services.

Termination for Convenience of the Government (Fixed-Price).

Termination for Convenience of the Government (Educational and Other Nonprofit Institutions).

Termination (Cost-Reimbursement).

Excusable Delays.

Computer Generated Forms.

DFARS Clauses Incorporated by Reference

Number

252.203-7000

252.203-7001

252.203-7002 252.203-7003 252.203-7004 252.204-7000 252.204-7003 252.204-7004 252.204-7012 252.204-7015

252.204-7018

252.204-7020 252.205-7000

252.209-7004

252.211-7007

252.211-7008 252.215-7002

252.219-7003

Title

Requirements Relating to Compensation of Former DoD Officials.

Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies.

Requirement to Inform Employees of Whistleblower Rights.

Agency Office of the Inspector General.

Display of Hotline Posters.

Disclosure of Information.

Control of Government Personnel Work Product.

Antiterrorism Awareness Training for Contractors.

Safeguarding Covered Defense Information and Cyber Incident Reporting.

Notice of Authorized Disclosure of Information for Litigation Support.

Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services.

NIST SP 800-171 DoD Assessment Requirements.

Provision of Information to Cooperative Agreement Holders.

Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism.

Item Unique Identification and Valuation Reporting of Government-Furnished Property.

Use of Government-Assigned Serial Numbers.

Cost Estimating System Requirements.

Small Business Subcontracting Plan (DoD Contracts).

May 2014 May 2022 May 2011 May 2001 May 2011 Jun 2020 May 2011 Feb 2021 Apr 1984 Jun 2020 Dec 2007 Mar 1996 Jun 2020 Jun 2020 Jun 2010 May 2014 Apr 1984 Apr 1984 Apr 1984 May 2014 Oct 2018 Jun 2013 Mar 2023 May 2014 Aug 1996 Jun 1985 Apr 1984 Dec 2022 Jan 1997 Jan 2017 Jul 1995 Aug 1987 Aug 1987 Dec 1996 Jun 2023 Sep 2021 Apr 2012 Feb 1997 Feb 1997 Apr 2012

Aug 2016

May 2004 Apr 1984 Jan 1991

F A238423CXXXX

Page 15 of43

Effective Date

Sep 2011

Jan 2023

Dec 2022 Aug 2019 Jan 2023 Oct 2016 Apr 1992 Jan 2023 Jan 2023 Jan 2023

Jan 2023

Jan 2023 Jun 2023

Jan 2023

Mar 2022

Sep 2010 Dec 2012 Dec 2019

252.211-7003

May 2019

252.222-7006 252.223-7004 252.223-7006

252.225-7004

252.225-7008 252.225-7009 252.225-7012 252.225-7016 252.225-7017 252.225-7030 252.225-7048 252.225-7056

252.225-7058

252.225-7060

252.226-7001

252.227-7013

252.227-7014 252.227-7016 252.227-7019

252.227-7025

252.227-7030 252.227-7037 252.227-7038 252.227-7039 252.232-7010 252.235-7004 252.235-7011 252.239-7018 252.242-7004 252.242-7005 252.242-7006 252.243-7001 252.243-7002 252.244-7000 252.244-7001 252.245-7002 252.245-7003 252.246-7003

Restrictions on the Use of Mandatory Arbitration Agreements. Jan 2023 Drug-Free Work Force. Sep 1988 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials. Sep 2014 Report of Intended Performance Outside the United States and Canada -Submission

Oct 2020 after Award.

Restriction on Acquisition of Specialty Metals. Mar 2013 Restriction on Acquisition of Certain Articles Containing Specialty Metals. Jan 2023 Preference for Certain Domestic Commodities. Apr 2022 Restriction on Acquisition of Ball and Roller Bearings. Jan 2023 Photovoltaic Devices. Dec 2022 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate. Dec 2006 Export-Controlled Items. Jun 2013 Prohibition Regarding Business Operations with the Maduro Regime. Jan 2023 Postaward Disclosure of Employment of Individuals Who Work in the People's

Jan 2023 Republic of China.

Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region. Jun 2023 Utilization oflndian Organizations, Indian-Owned Economic Enterprises, and Native

J 2023 Hawaiian Small Business Concerns.

an

Rights in Technical Data-Other Than Commercial Products and Commercial Mar 2023

Services.

Rights in Other Than Commercial Computer Software and Other Than Commercial Mar 2023 Rights in Bid or Proposal Information. Jan 2023 Validation of Asserted Restrictions--Computer Software. Jan 2023 Limitations on the Use or Disclosure of Government-Furnished Information Marked

Jan 2023 With Restrictive Legends Technical Data--Withholding of Payment. Mar 2000 Validation of Restrictive Markings on Technical Data. Jan 2023 Patent Rights-Ownership by the Contractor (Large Business) Jun 2012 Patents--Reporting of Subject Inventions. Apr 1990 Levies on Contract Payments. Dec 2006 Protection of Human Subjects. Jul 2009 Final Scientific or Technical Report. Dec 2019 Supply Chain Risk. Dec 2022 Material Management and Accounting System. May 2011 Contractor Business Systems. Feb 2012 Accounting System Administration. Feb 2012 Pricing of Contract Modifications. Dec 1991 Requests for Equitable Adjustment. Dec 2022 Subcontracts for Commercial Products or Commercial Services. Jan 2023 Contractor Purchasing System Administration. May 2014 Reporting Loss of Government Property Jan 2021 Contractor Property Management System Administration Apr 2012 Notification of Potential Safety Issues. Jan 2023

FAR Clauses Incorporated by Full Text

52.204-2 Security Requirements. Mar 2021

As prescribed in 4.404(a), insert the following clause:

SECURITY REQUIREMENTS (MAR 2021)

F A238423CXXXX

Page 16 of43

(a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with-

(1) The Security Agreement DD Form441), including the National Industrial Security Program Operating Manual (32 CFR part 117); and

(2) Any revisions to that manual, notice of which has been furnished to the Contractor.

( c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

(End of clause)

52.216-7 Allowable Cost and Payment. Aug 2018

As prescribed in 16.307(a), insert the following clause:

ALLOWABLE COST AND PAYMENT (AUG 2018)

F A238423CXXXX

Page17of43

(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 [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30th"] day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose ofreimbursing allowable costs (except as provided in paragraph (b)(2) of this 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.

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(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 fmal 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 categories, 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).

(0) 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 limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p ).

Additional salary reference information is available at https://www.whitehouse.gov/wp-content/uploads/2017 /11 /ContractorCompensationCapContractsAwardedBeforeJune24.pdf and https://www.whitehouse.gov/wp-content/uploads/2017 /11 /ContractorCompensationCapContractsAwardedafterJune24.pdf.

(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.

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(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.

(0) 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)(5) 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

Page20 of43 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)

52.219-14 Deviation 2021-00008 Limitations on Subcontracting (DEVIATION 2021-00008) Feb 2023

52.219-14 Limitations on Subcontracting (DEVIATION 2021-00008)

Use the following clause in lieu of the Federal Acquisition Regulation (FAR) clause 52.219-14, as prescribed at FAR 19.507(e):

LIMITATIONS ON SUBCONTRACTING (FEB 2023) (DEVIATION 2021-00008)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that--

(1) Has the same small business program status as that which qualified the prime contractor for the award ( e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

( c) Applicability. This clause applies only to--

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are--

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and 16.505(b )(2)(i)(F); or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(l)(ii);

(5) Orders, regardless of dollar value, that are--

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b) (2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(l)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

( d) Independent contractors. An independent contractor shall be considered a subcontractor.

( e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for--

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(1) Services ( except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding certain other direct costs and certain work performed outside the United States (see paragraph (e)(l)(i)), to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract. The following services may be excluded from the 50 percent limitation:

(i) Other direct costs, to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service. Examples include airline travel, work performed by a transportation or disposal entity under a contract assigned the environmental remediation NAICS code 562910), cloud computing services, or mass media purchases.

(ii) Work performed outside the United States on awards made pursuant to the Foreign Assistance Act of 1961, or work performed outside the United States required to be performed by a local contractor.

(2) Supplies ( other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(l), (2), (3) and (6) of this clause-

[Contracting Officer check as appropriate.]

[] By the end of the base term of the contract and then by the end of each subsequent option period; or

[ ] By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph ( e) of this clause will be performed by the aggregate of the joint venture participants.

(1) In a joint venture comprised of a small business protege and its mentor approved by the Small Business Administration, the small business protege shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protege in the joint venture must be more than administrative functions.

(2) In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work performed by the joint venture. Work performed by the 8(a) participants in the joint venture must be more than administrative functions.

(End of clause)

52.219-28 Post-Award Small Business Program Rerepresentation. Mar 2023

As prescribed in 19.309(c)(l), insert the following clause:

POST-AW ARD SMALL BUSINESS PROGRAM REREPRESENTATION (MAR 2023)

(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-

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract,…