RFP_DRAFT_18MAY.doc

Section B - Supplies or Services and Prices

PERM PVT Rounds, Ordering Period 1

FPI

Qualification and Production Verification Test (PVT) in accordance with the Statement of Work (SOW) Attachment J-1, Performance Specification Attachment J-2 and associated CDRLs include: A01R and A01S. The configuration of the test articles is identified in Attachment J-10. Include Canisters for each round, 2 Extractor Tools and 2 Interface Cables. 70 rounds to be delivered to NSWCDD and 92 rounds to be delivered to YPG (See Note 1,A, B, and E)

FOB: Destination

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

Data Records

CDRL Data Items, Ordering Period 1

Contract Data Requirements List (CDRL) - Exhibit A (CDRLs A001 thru A020 with the exception of CDRLs specified and priced in separate CLINs) in accordance with the Statement of Work (SOW), Attachment J-1 (See Note C)

MAX

NET AMT

TFT Test, Ordering Period 1

Tabular Firing Table (TFT) test in accordance with the Statement of Work Section 3.8.5, Attachment J-1. Associated CDRLs include: A01X. Ordering Period 1 (See Note 1, A, and E)

UNDEFINED

PERM Production Rounds Ordering Period 2

PERM Production rounds in accordance with Attachments J-1 and J-2. Include canisters for each round. Maximum LOT size of 544 total rounds is inclusive of 11 Lot Acceptance Test articles. Ordering Period Two (2) - Year Two (2), Months 13 - 24 (See Note 1, A, B, D, and E)

Data Records

CDRL Data Items, Ordering Period 2

Contract Data Requirements List (CDRL) - Exhibit A (CDRLs A001 thru A020 with the exception of CDRLs specified and priced in separate CLINs) in accordance with the Statement of Work (SOW), Attachment J-1 (See Note C)

MAX

Engineering Support, Ordering Period 2

FFP

for CLIN 1000 and 1002 in accordance with Attachment J-1 SOW paragraph 3.8. Associated CDRLs include A01X. Effort begins after delivery of CLINs 1000 and 1002 (See Note 1)

MAX

Extractor Tool, Ordering Period 2

Provide the extractor tools in accordance with Attachment J-1, Section 3.4.2 and Attachment J-2. Associated CDRLs incllude: A00P (See Note 1)

NET AMT

Interface Cable, Ordering Period 2

Provide interface cables (if required) in accordance with Attachment J-1, Section 3.4.2 and Attachment J-2. (See Note 1)

NET AMT

Provisioning, Ordering Period 2

Provide Canister and dunnage; Extractor Tool and Interface Cable provisioning in accordance with Attachment J-1 Section 3.4.2.3. Associated CDRLs include: A00P (See Note 1)

NET AMT

Each

PERM Training, Ordering Period 2

Provide training in accordance with Attachment 1 section 3.10.3.2.1. Associated CDRLs include: A020 (See Note 1)

NET AMT

Each

Technical Pubs., Ordering Period 2

Provide technical publications in accordance with Attachment J-1 Section 3.10.1. Associated CDRLs include: A01Z (See Note 1)

NET AMT

PERM Production Rounds Ordering Period 3

PERM Production rounds in accordance with Attachments J-1 and J-2. Include canisters for each round. Maximum LOT size of 544 total rounds is inclusive of 11 Lot Acceptance Test articles. Ordering Period Three (3) - Year three (3), Months 25-36 (See Note 1, A, B, D, and E)

Data Records

CDRL Data Items, Ordering Period 3

Contract Data Requirements List (CDRL) - Exhibit A (CDRLs A001 thru A020 with the exception of CDRLs specified and priced in separate CLINs) in accordance with the Statement of Work (SOW), Attachment J-1 (See Note C)

MAX

PERM Production Rounds Ordering Period 4

PERM Production rounds in accordance with Attachments J-1 and J-2. Include canisters for each round. Maximum LOT size of 544 total rounds is inclusive of 11 Lot Acceptance Test articles. Ordering Period Four (4) - Year four (4), Months 37-48 (See Note 1, A, B, D, and E)

Data Records

CDRL Data Items, Ordering Period 4

Contract Data Requirements List (CDRL) - Exhibit A (CDRLs A001 thru A020 with the exception of CDRLs specified and priced in separate CLINs) in accordance with the Statement of Work (SOW), Attachment J-1 (See Note C)

MAX

PERM Production Rounds Ordering Period 5

PERM Production rounds in accordance with Attachments J-1 and J-2. Include canisters for each. Maximum LOT size of 544 total rounds is inclusive of 11 Lot Acceptance Test articles. Ordering Period Five (5) - Year Five (5), Months 49-60 (See Note 1, A, B, D, and E)

Data Records

CDRL Data Items, Ordering Period 5

Contract Data Requirements List (CDRL) - Exhibit A (CDRLs A001 thru A020 with the exception of CDRLs specified and priced in separate CLINs) in accordance with the Statement of Work (SOW), Attachment J-1 (See Note C)

MAX

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

NOTES SECTION B

Note 1: Subline Items identifying funding appropriations and FY designations will be assigned at the time of contract award and issuance of orders and/or allotment of funds.

Note 2 : Offeror pricing, for Section B, shall be completed per the guidance in Section L-6.4 and L-6.8

Note A: Fixed Price Incentive item to which the FAR clause 52.216-16, Alt. 1 entitled “INCENTIVE PRICE REVISION-FIRM TARGET” in Section I applies.

Note B: Performance Incentives are detailed in Attachment 7 – Section J, Incentive Fee Plan. Determinations of the Government with respect to the amount of the incentive fee to be paid to the Contractor are final, unilateral decisions made solely at the discretion of the Government.

Note C: Not Separately Priced (NSP) Data Items included in the price of Item 1000, (and if ordering periods two through five are placed) 2000, 3000, 4000 and 5000. Offeror shall complete the “Price Group” and “Estimated Total Price” blocks of each data item (DD 1423) on the Contract Data Requirements List(s), attached hereto. (Exhibit A-Section J)

Note D: Offeror shall propose for each step-ladder quantity identified in the Pricing Matrix Attachment 8 – Section J.

Note E: The Contractor shall propose a Fixed Price Incentive Firm Target (FPIF) structure for these item(s) which will be applied if order is issued.

Ceiling Price is 120% of Target Cost Inclusive of Facilities Capital Cost of Money (FCCOM)

Note F: CONTRACT SUMMARY FOR PAYMENT OFFICE

This contract includes the following mixture of cost reimbursement and fixed price line items:

ORDERING INFORMATION

CONTRACT TYPE

An Indefinite Delivery/Indefinite Quantity (IDIQ) contract vehicle will be utilized by the issuance of Firm Fixed Price (FFP) and/or Fixed Price Incentive (Firm) (FPI) Delivery Orders. The period of performance under this contract shall be five (5) years from the date of contract award. Performance shall be made only as authorized by delivery orders issued in accordance with the ordering clause of this contract.

IDIQ CONTRACT MINIMUM & MAXIMUM LIMITATIONS

Guaranteed minimum contract value – The Government is obligated to purchase, and the Offeror is obligated to provide, the items described in CLINs (1000, 1001, and 1002). The total maximum value of all orders placed against this contract is limited to $98,000,000.

B.1 Minimum Order Requirement

The contract minimum order requirement will be placed upon award of the initial contract by issuance of delivery order 0001.

B.2 ORDERING AGENCY

The agency authorized to place delivery orders against this contract is:

Commander

Marine Corps Systems Command

2200 Lester Street

Quantico, VA 22

B.3 ORDERING PERIODS

Ordering Period 1: ADC – 12 Months

Ordering Period 2: 13 Months – 24 Months

Ordering Period 3: 25 Months – 36 Months

Ordering Period 4: 37 Months – 48 Months

Ordering Period 5 49 Months – 60 Months

Failure to place a single order during any ordering period does not preclude the Government from placing future orders on this contract.

B-4 EFFECTIVE PERIOD

The effective period of this contract begins on the date of contract award and ends on the date following the date of final payment under this contract.

Section E - Inspection and Acceptance

CLIN ASSOCIATION

CLAUSES:

APPLICABLE CLINs:

52.246-2 Inspection Of Supplies—Fixed Price

2002, 2003, 2004, 2005, 2006 and 2007

52.246-2, Alt I Inspection Of Supplies—Fixed Price, 1000, 1001, 2000, 2001, 3000, 3001, 4000, 4001, 5000, and 5001

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

INSPECTION/ACCEPTANCE

1. Purpose. To define the procedures to be followed such that, upon successful completion of which, the Government will accept ammunition for the Precision Extended Range Munition (PERM).

2. Lot and Sample size

2.1. Definition of a Lot. Lot requirements are to be in accordance with MIL-STD-1168. In general, the lot size will be based on the number of rounds placed on order as specified by the Government upon contract award. Each lot of all up rounds (AUR) will consist of one lot of explosively loaded projectiles, one lot of rocket motors (as applicable), one lot of guidance navigation and control (GNC) sections (as applicable), one lot of fuzes, and one lot of propelling charges. Each ammunition lot submitted for acceptance will be assigned an identifying lot number. All rounds of ammunition for a given lot will contain parts and components which can be readily traced to their respective common sources, e.g. each lot will also be traceable to energetic fill batches. For non-specified components a lot will remain consistent, as far as practicable.

2.2. Sample Size. The sample size for each lot will be determined using MIL-STD-1916 Verification Level (VL) II as a guideline and as specified in the contract. The Government reserves the right to change verification level and to increase or decrease the sample size based on observed circumstances during the build process, requirements for overhead fire, or as a result of events involving fielded rounds. Any additional testing requested by the Government after contract award may decrease the number of deliverable rounds. Lot acceptance test (LAT) procedures are listed in paragraph 6. MIL-HDBK-1916 provides guidance on the use of MIL-STD-1916. This handbook is not contractually binding.

3. Ammunition Acceptance Process

3.1. Contractor Certification of Compliance. The Contractor shall submit to the Government Procuring Contracting Officer (PCO) or its designated representative, a written and signed Certificate of Compliance (CoC) certifying that all provisions of the most recent Government approved Quality Assurance Provisions (QAP) have been conducted and were successfully completed on each ammunition lot submitted for acceptance. The CoC will further certify that the ammunition is expected to meet the requirements of this contract. Procedures for lot submission are discussed in paragraph 4 below.

3.2. AUR First Article Inspection (FAI). A non-destructive FAI is to ensure compliance with the contract requirements per the Government approved QAP. First article inspection shall consist of 10 complete packaged rounds drawn at random from the first fifty rounds of each ammunition lot submitted for acceptance. The Government Program Management Office (PMO), or its designated representative, e.g. Defense Contracts Management Agency (DCMA), will conduct a FAI at the Contractor’s facility. The Government will use the same procedures outlined in paragraph 5 for a Quality Conformance Inspection (QCI). FAI’s will be conducted on every lot unless waived by the Government PCO.

3.3. Government QCI. The Government PMO, or its designated representative, e.g. DCMA, will conduct a QCI at the Contractor’s facility on a random sample size as described in paragraph 2.2 above drawn from each ammunition lot submitted for acceptance. A QCI may be conducted during any phase in the process of manufacturing. The QCI is independent of the FAI. QCI procedures are listed in paragraph 5.

3.4. Lot Acceptance Testing (LAT). The Contractor will conduct LAT at Government test facilities, using the Department of Defense Major Range and Test Facilities Base (DoD MRTFB) to the maximum extent possible. The LAT will be conducted on a random sample as described in paragraph 2.2 above drawn from each ammunition lot, independent of previous inspections, submitted for acceptance. A LAT includes ballistic testing. LAT samples shall be identified as such on the shipping documents. Unless otherwise specified, LAT sample units are considered to be destructively tested. Shipment for LAT is the responsibility of the Contractor.

3.5. Final Acceptance. Final acceptance for an ammunition lot will be pending the examination and concurrence with the submitted CoC and the successful completion of the QCI, FAI, and LAT for each lot of ammunition submitted for acceptance.

3.6. Acceptance Failure. The PCO shall be notified by the Contractor of any acceptance failures.

4. Procedures for Lot Submission. Prior to selection of the sample units, the Contractor will provide the CoC to the Government PCO, or its designated representative. Unless authorized by the Government PCO, an ammunition lot will not be submitted for acceptance if, during the execution of the applicable QAP, non-conformance to the detailed requirements of the QAP reference specification(s) and drawing(s) were observed.

5. Procedures for the QCI. A QCI is to provide confidence that the rounds contained in each ammunition lot submitted for acceptance have been properly assembled. Unless otherwise directed by the Government PCO, failure of any round, within the sample unit, to meet any of the QAP reference specification(s) and drawing(s) requirements will result in an overall QCI failure. The assembly of each round that is part of a QCI will be visually inspected to verify conformance to the detailed requirements of the QAP reference specification(s) and drawing(s).

6. Procedures for LAT. A LAT is to provide confidence that the rounds contained in each ammunition lot submitted for acceptance can be expected to meet performance requirements in accordance with the PERM performance specification WS-35766, Attachment 2 – Section J and the contract. Rounds should be fired at 24 ± 2.5°F and +124±2.5°F in accordance with the PERM performance specification WS-35766, Attachment 2 – Section J. Failures to meet the PERM Performance Specification shall be scored in accordance with the criteria in the PERM Incentive Plan, with three (3) of more failure resulting in a failed LAT. Each round fired as part of a LAT must also conform to the following critical standards. Unless otherwise directed by the Government PCO, failure of any round, within the sample unit to meet any of these critical standards will result in an overall LAT failure:

6.1. Casualty. The round shall perform in accordance with the casualty condition requirement in the PERM performance specification WS-35766, Attachment 2 – Section J.

6.2. Misfires. The ignition system shall not fail to fire when the weapon is discharged.

6.3. Duds. The warhead shall function when the round impacts within the maximum miss distance.

6.4. Premature Burst. There shall be no fuze functioning prior to the commanded set condition.

6.5. Fuzing. The fuze shall function in the commanded setting unless in casualty condition.

7. Procedures for Ammo Acceptance. The Government PMO or its designated representative will sign a receiving report for each lot of ammunition.

8. Reserved.

Section F - Deliveries or Performance

CLAUSES INCORPORATED BY REFERENCE

DELIVERY DESTINATIONS

F.1 DELIVERY DESTINATIONS

The Contractor shall deliver the PERM rounds to destinations specified in individual delivery orders. Destinations will be to one of the following:

YPG:

Transportation Officer

U.S. Army Yuma Proving Ground

Bldg 3740 KOFA Firing Range on Aberdeen Road

Yuma, AZ 85365-9498

NSWCDD:

CRANE:

Naval Surface Warfare Center Dahlgren

Crane Army Ammo Activity

Ammunition Preparation

Wholesale Supply Account

17349 Foster Road Suite 315

BLDG 13 300 HWY 361

Bldg 455

CRANE, IN 47522

Dahlgren, VA 22448-5158

F.2 DESTINATIONS AND TIME OF DELIVERY BY CLIN

The contractor shall provide the Government with a detailed delivery schedule covering all outstanding orders within 30 days issuance of order, or 30 days after approval of LAT, when applicable. The delivery schedule shall conform to the table below:

92 – to YPG, Yuma, AZ 17 months ACA.

Section G - Contract Administration Data

ADMINISTRATION

G.1 PAYMENT INSTRUCTIONS

252.204-7006 Billing Instructions.

BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall—

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

(End of clause)

PGI 204.7108 Payment instructions.

The applicable payment clause, in accordance with payment instructions at PGI 204.7108 (see link below) will be included in each delivery order issued under this contract.

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/dfars/PGI%20204_71.htm#TopOfPage

G.2 Government Points of Contact

Listed below are the Government points of contact for this contract:

Listed below are the Contractor point of contact for this contract:

G.3 Delegation of Authority for Contract Administration

The Administrative Contracting Officer (ACO) of the congnizant Defense Contract Management Command is designated as the authorized representative of the Procuring Contracting Officer for purposes of administering this contact in accordance with FAR 42.3. In accordance with FAR 42.3, the PCO may retain certain functions. In view of the technical nature of the supplies and services to be furnished the following contract administration functions are retained by the Marine Corps Systems Command PCO:

1) Conduct Post-Award Orientation Conferences;

2) TBD

G.4 Contract Administration

Contract administration functions (see FAR 42.302, DFARS 242.302 and the Navy Marine Corps Acquisition Regulation Supplement (NMCARS 52.42.190) will be assigned to:

DCMA OFFICE: TBD

DoDAAC: TBD

CLAUSES INCORPORATED BY FULL TEXT

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

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

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 (WAWF).

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

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

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

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

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through

WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

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

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

TBD

(Contracting Officer: Insert applicable document type(s). Note: If a “Combo” document type is identified but not supportable by the Contractor's business systems, an “Invoice” (stand-alone) and

“Receiving Report” (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

TBD

(Contracting Officer: Insert inspection and acceptance locations or “Not applicable”.)

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

Routing Data Table*

Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC

TBD

Issue By DoDAAC

M67854 Admin DoDAAC

Inspect By DoDAAC

Ship To Code

Ship From Code

Mark For Code

Service Approver (DoDAAC)

TBD

Service Acceptor (DoDAAC)

TBD

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC(s)

(*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple ship to/acceptance locations apply, or “Not applicable.”)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

TBD

(Contracting Officer: Insert applicable email addresses or “Not applicable.”)

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

TBD

(Contracting Officer: Insert applicable information or “Not applicable.”)

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data -- Modifications (OCT 2010)—ALTERNATE IV (OCT 2010)

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

(b) Provide data described below: [Insert description of the data and the format that are required, including the access to records necessary to permit an adequate evaluation of the proposed price in accordance with 15.403-3.] (End of clause

52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (OCT 1997) - ALTERNATE I (APR 1984).

(a) General. The supplies or services identified in the Schedule as Items .1000, 1002, 2000, 3000, 4000, and 5000 are subject to price revision in accordance with this clause; provided, that in no event shall the total final price of these items exceed the ceiling price of .TBD. dollars ($TBD.). Any supplies or services that are to be (1) ordered separately under, or otherwise added to, this contract and (2) subject to price revision in accordance with the terms of this clause shall be identified as such in a modification to this contract.

(b) Definition. "Costs," as used in this clause, means allowable costs in accordance with Part 31 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(c) Data submission. (1) Within 60 days after the end of the month in which the Contractor has delivered the last unit of supplies and completed the services specified by item number in paragraph (a) above, the Contractor shall submit on Standard Form 1411 or in any other form on which the parties agree--

(i) A detailed statement of all costs incurred up to the end of that month in performing all work under the items;

(ii) An estimate of costs of further performance, if any, that may be necessary to complete performance of all work under the items;

(iii) A list of all residual inventory and an estimate of its value; and

(iv) Any other relevant data that the Contracting Officer may reasonably require.

(2) If the Contractor fails to submit the data required by subparagraph (1) above within the time specified and it is later determined that the Government has overpaid the Contractor, the Contractor shall repay the excess to the Government immediately. Unless repaid within 30 days after the end of the data submittal period, the amount of the excess shall bear interest, computed from the date the data were due to the date of repayment, at the rate established in accordance with the Interest clause.

(d) Price revision. Upon the Contracting Officer's receipt of the data required by paragraph (c) above, the Contracting Officer and the Contractor shall promptly establish the total final price of the items specified in (a) above by applying to final negotiated cost an adjustment for profit or loss, as follows:

(1) On the basis of the information required by paragraph (c) above, together with any other pertinent information, the parties shall negotiate the total final cost incurred or to be incurred for supplies delivered (or services performed) and accepted by the Government and which are subject to price revision under this clause.

(2) The total final price shall be established by applying to the total final negotiated cost an adjustment for profit or loss, as follows:

(i) If the total final negotiated cost is equal to the total target cost, the adjustment is the total target profit.

(ii) If the total final negotiated cost is greater than the total target cost, the adjustment is the total target profit, less 50 percent of the amount by which the total final negotiated cost exceeds the total target cost.

(iii) If the final negotiated cost is less than the total target cost, the adjustment is the total target profit plus 50 percent of the amount by which the total final negotiated cost is less than the total target cost.

(e) Contract modification. The total final price of the items specified in paragraph (a) above shall be evidenced by a modification to this contract, signed by the Contractor and the Contracting Officer. This price shall not be subject to revision, notwithstanding any changes in the cost of performing the contract, except to the extent that--

(1) The parties may agree in writing, before the determination of total final price, to exclude specific elements of cost from this price and to a procedure for subsequent disposition of those elements; and

(2) Adjustments or credits are explicitly permitted or required by this or any other clause in this contract.

(f) Adjusting billing prices. (1) Pending execution of the contract modification (see paragraph (e) above), the Contractor shall submit invoices or vouchers in accordance with billing prices as provided in this paragraph. The billing prices shall be the target prices shown in this contract.

(2) If at any time it appears from information provided by the contractor under subparagraph (g)(2) below that the then-current billing prices will be substantially greater than the estimated final prices, the parties shall negotiate a reduction in the billing prices. Similarly, the parties may negotiate an increase in billing prices by any or all of the difference between the target prices and the ceiling price, upon the Contractor's submission of factual data showing that final cost under this contract will be substantially greater than the target cost.

(3) Any billing price adjustment shall be reflected in a contract modification and shall not affect the determination of the total final price under paragraph (d) above. After the contract modification establishing the total final price is executed, the total amount paid or to be paid on all invoices or vouchers shall be adjusted to reflect the total final price, and any resulting additional payments, refunds, or credits shall be made promptly.

(g) Quarterly limitation on payments statement. This paragraph (g) shall apply until final price revision under this contract has been completed.

(1) Within 45 days after the end of each quarter of the Contractor's fiscal year in which a delivery is first made (or services are first performed) and accepted by the Government under this contract, and for each quarter thereafter, the Contractor shall submit to the contract administration office (with a copy to the contracting office and the cognizant contract auditor) a statement, cumulative from the beginning of the contract, showing--

(i) The total contract price of all supplies delivered (or services performed) and accepted by the Government and for which final prices have been established;

(ii) The total costs (estimated to the extent necessary) reasonably incurred for, and properly allocable solely to, the supplies delivered (or services performed) and accepted by the Government and for which final prices have not been established;

(iii) The portion of the total target profit (used in establishing the initial contract price or agreed to for the purpose of this paragraph (g)) that is in direct proportion to the supplies delivered (or services performed) and accepted by the Government and for which final prices have not been established--increased or decreased in accordance with subparagraph (d)(2) above, when the amount stated under subdivision (ii), immediately above, differs from the aggregate target costs of the supplies or services; and

(iv) The total amount of all invoices or vouchers for supplies delivered (or services performed) and accepted by the Government (including amounts applied or to be applied to liquidate progress payments).

(2) Notwithstanding any provision of this contract authorizing greater payments, if on any quarterly statement the amount under subdivision (1)(iv) above exceeds the sum due the Contractor, as computed in accordance with subdivisions (1)(i), (ii), and (iii) above, the Contractor shall immediately refund or credit to the Government the amount of this excess. The Contractor may, when appropriate, reduce this refund or credit by the amount of any applicable tax credits due the Contractor under 26 U.S.C. 1481 and by the amount of previous refunds or credits effected under this clause. If any portion of the excess has been applied to the liquidation of progress payments, then that portion may, instead of being refunded, be added to the unliquidated progress payment account consistent with the Progress Payments clause. The Contractor shall provide complete details to support any claimed reductions in refunds.

(3) If the Contractor fails to submit the quarterly statement within 45 days after the end of each quarter and it is later determined that the Government has overpaid the Contractor, the Contractor shall repay the excess to the Government immediately. Unless repaid within 30 days after the end of the statement submittal period, the amount of the excess shall bear interest, computed from the date the quarterly statement was due to the date of repayment, at the rate established in accordance with the Interest clause.

(h) Subcontracts. No subcontract placed under this contract may provide for payment on a cost-plus-a-percentage-of-cost basis. The Contractor shall--

(1) Insert in each price redetermination or incentive price revision subcontract the substance of paragraph (g), above, and of this paragraph (h), modified to omit mention of the Government and to reflect the position of the Contractor as purchaser and of the subcontractor as vendor, and to omit that part of subparagraph (g)(2) above relating to tax credits; and

(2) Include in each cost-reimbursement subcontract a requirement that each lower-tier price redetermination or incentive price revision subcontract contain the substance of paragraph (g) above and of this paragraph (h), modified as required by subparagraph (1) above.

(i) Disagreements. If the Contractor and the Contracting Officer fail to agree upon the total final price within 60 days (or within such other period as the Contracting Officer may specify) after the date on which the data required by paragraph (c) above are to be submitted, the Contracting Officer shall promptly issue a decision in accordance with the Disputes clause.

(j) Termination. If this contract is terminated before the total final price is established, prices of supplies or services subject to price revision shall be established in accordance with this clause for (1) completed supplies and services accepted by the Government and (2) those supplies and services not terminated under a partial termination. All other elements of the termination shall be resolved in accordance with other applicable clauses of this contract.

(k) Equitable adjustment under other clauses. If an equitable adjustment in the contract price is made under any other clause of this contract before the total final price is established, the adjustment shall be made in the total target cost and may be made in the maximum dollar limit on the total final price, the total target profit, or both. If the adjustment is made after the total final price is established, only the total final price shall be adjusted.

(l) Exclusion from target price and total final price. If any clause of this contract provides that the contract price does not or will not include an amount for a specific purpose, then neither any target price nor the total final price includes or will include any amount for that purpose.

(m) Separate reimbursement. If any clause of this contract expressly provides that the cost of performance of an obligation shall be at Government expense, that expense shall not be included in any target price or in the total final price, but shall be reimbursed separately.

(n) Taxes. As used in the Federal, State, and Local Taxes clause or in any other clause that provides for certain taxes or duties to be included in, or excluded from, the contract price, the term "contract price'' includes the total target price or, if it has been established, the total final price. When any of these clauses requires that the contract price be increased or decreased as a result of changes in the obligation of the Contractor to pay or bear the burden of certain taxes or duties, the increase or decrease shall be made in the total target price or, if it has been established, in the total final price, so that it will not affect the Contractor's profit or loss on this contract.

(o) Provisioning and options. Parts, other supplies, or services that are to be furnished under this contract on the basis of a provisioning document or Government option shall be subject to price revision in accordance with this clause.