N0003917R0019 A002 Conformed Copy.pdf

CODE

(Hour)

PAGE(S)

until 12:00 PM local time 28 Feb 2018

X

A

X B

X C

D

EX

X

G

F 42 - 56

57 - 88

X H 89 - 97

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 97

(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.

N00039 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 1 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)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 12

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

13 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

15 - 16 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 17 - 19 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 20 - 24 X 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

(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

25 - 40

PART II - CO NTRACT CLAUSES

COMMANDER, SPACE AND NAVAL WARFARE

SYSTEMS COMMAND

02 CONTRACTS

4301 PACIFIC HIGHWAY

SAN DIEGO CA 92110-3127

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

12 Jan 2018

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0003917R0019

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Lot KGV-11M Development Model

CPIF

KGV-11M as defined within the SOW

See Payment of Incentive Fee in Addendum to Section B

FOB: Destination

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

CPFF

Lot

OPTION Engineering Services

Services for Year 1 as defined within the SOW

Total Labor Hours 1040

See Note 2

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FIXED FEE

COST

Lot

Other Direct Costs (ODC)

ODCs/Travel in support of CLIN 0002

See Note 1

Lot NSP

CDRLs Exhibit A

PMW 130 CDRLs associated with CLIN 0001 and CLIN 0002

Lot NSP

CDRLs Exhibit B

NSA CDRLs associated with CLIN 0001

CPFF

Lot

OPTION Engineering Services

Services for Year 2 as defined within the SOW

COST

Lot

OPTION Other Direct Costs (ODC)

ODCs/Travel in support of Year 2 for CLIN 0102

See Note 1

FFP

672 Each

OPTION Production Lot Year 1

CPFF

Lot

OPTION Engineering Services Labor LOT Year 1

Services for Year 3 as defined within the SOW

NSP

OPTION CDRLs Exhibit C

PMW 130 CDRLs associated with CLIN 1001 and 1002

FFP

OPTION Provisioning Item Ordering (PIO)

Ordering of PIO for Production Year 1

Not To Exceed $1,067,773

See Note 3

FFP

763 Each

OPTION Production Lot Year 2

CPFF

Lot

OPTION Engineering Services Labor LOT Year 2

Services for Year 4 as defined within the SOW

Total Labor Hours 763

CPFF

NSP

PMW 130 CDRLs associated with CLIN 2001 and 2002

Ordering of PIO for Production Year 2

Not To Exceed $1,085,925

FFP

236 Each

OPTION Production Lot Year 3

CPFF

Lot

OPTION Engineering Services Labor LOT Year 3

Services for Year 5 as defined within the SOW

CPFF

NSP

PMW 130 CDRLs associated with CLIN 3001 and 3002

Ordering of PIO for Production Year 3

Not to Exceed $1,104,385

Each NSP

OPTION Simulator Tool

See Note 4

Notes:

1. CLINs 0003, 0103 Travel costs shall be reimbursed based on actual, reasonable costs in accordance with the

Joint Travel Regulations or with FAR 31.205-46. Travel and Other Direct Costs (ODCs) will be non-fee bearing cost elements subject to Material Handling and G&A rates only.

2. CLINs 0002, 0102, 1002, 2002, and 3002, if exercised, are cost plus fixed fee (CPFF) Level of Effort (LOE).

Contractor will be tasked to perform services as issued under technical direction letters (TDLs) and in accordance with the SOW, on a CPFF basis.

3. Option CLIN 1004, 2004, and 3004, if exercised, are for PIO items with Not-to-Exceed (NTE) ceilings. PIO will be ordered in accordance with Ordering Provisioning Item Clause in Section H.

4. Upon delivery and acceptance of all 1,671 KGV-11M Units, the Government reserves the right to request delivery of the Simulator Tool (CLIN 3005) used in the development and production stages at no additional cost.

(End of Notes)

ADDENDUM TO SECTION B

1. PAYMENT OF INCENTIVE FEE (Applicable to CLIN 0001)

TARGET COST (Exclusive of Fee): $ TBP.

MINIMUM FEE: $0 (0% of Target Cost).

TARGET FEE: $ TBP (8% of Target Cost)

MAXIMUM FEE: $ TBP (15% of Target Cost).

SHARE RATIO: 60/40 (Government/Contractor) below target cost.

60/40 (Government/Contractor) above target cost.

The allowable cost and incentive fee hereunder shall be paid in accordance with the clauses of the contract entitled

“Allowable Cost and Payment” and “Incentive Fee”.

The Government shall make payment on account of the target fee of (to be completed at contract award) percent

(%) of the amounts payable under each invoice for the work performed, subject however, to the withholding provisions of paragraph (c) of the “Incentive Fee” clause of this contract.

In the event of discontinuance of the work in accordance with the clause entitled “Limitation of Funds,” the fee shall be re-determined by mutual agreement equitably to reflect the diminution of the work performed; the amount by which such fee is less than or exceeds, payments previously made on account of fee, shall be paid to, or repaid by, the Contractor, as the case may be.

2. ALLOTMENT OF FUNDS (Applicable to Cost CLINs)

(a) This contract is incrementally funded with respect to both cost and fee.

(b) The amounts presently available and allotted to this contract for payment of target fee, subject to the Section B clause of this contract entitled “Payment of Incentive Fee”, subject to Section I “Limitation of Funds” clause (FAR

52.232-22), are as follows:

ITEM(S) ALLOTTED TO TARGET FEE

To be completed at contract award as applicable.

(c) The amounts presently available and allotted to this contract for payment of fee, as provided in the Section I clause of this contract entitled “Fixed Fee”, are as follows:

ITEM(S) ALLOTTED TO FIXED FEE

(d) The amounts presently available and allotted to this contract for payment of cost, subject to the Section I

“Limitation of Funds” clause, the items covered thereby and the period of performance which it is estimated the allotted amount will cover are as follows:

ITEM(S) ALLOTTED TO COST PERIOD OF PERFORMANCE

(e) The parties contemplate that the Government will allot additional amounts to this contract from time to time by unilateral contract modification, and any such modification shall state separately the amounts allotted for cost and for fee, the items covered thereby, and the period of performance the amounts are expected to cover.

3. PAYMENT OF FIXED FEE BASED ON STAFF-HOURS (Applicable to CLINs 0102, 1002, 2002, and

3002, if exercised)

The fixed fee for work performed under this contract is To Be Proposed (TBP$) , provided that not less than TBD

Staff staff-hours of direct labor are so employed on such work by the Contractor. If substantially less than TBD staff-hours of direct labor are so employed for such work, the fixed fee shall be equitably reduced to reflect the reduction of work. The Government shall make payments to the Contractor when requested as work progresses, but not more frequently than biweekly, on account of the fixed fee, equal to TBD percent of the amounts invoiced by the

Contractor under the “Allowable Cost and Payment” clause hereof for the related period, subject to the withholding provisions of paragraph (b) of the “Fixed Fee” clause provided that the total of all such payments shall not exceed eighty-five percent (85%) of the fixed fee. Any balance of fixed fee due the contractor shall be paid to the

Contractor, and any overpayment of fixed fee shall be repaid to the Government by the Contractor, or otherwise credited to the Government, at the time of final payment.

4. FEE DETERMINATION AND PAYMENT (Applicable to CLINs 0102, 1002, 2002, and 3002, if exercised)

(a) This contract required performance by the contractor in accordance with the period of performance set forth in

Section F. It is understood that the actual quantity of effort required hereunder may fluctuate from the amount estimated by the parties.

(b) The total number of hours of direct labor (including overtime and subcontract hours, but excluding holiday, sick leave, vacation and other excused absence hours) anticipated to be expended hereunder for the optional effort from

TBD through TBD is estimated to be TBD hours, which quantity, as set forth herein or as expressly changed by formal modification hereto, is hereinafter referred to as the “estimated total hours.” The terms of this provision shall also apply to the following option periods set forth in Section F.

(c) The contractor shall not be obligated to continue performance beyond the estimated total hours, nor shall the

Government be obligated to pay fee on any hours expended in excess of the estimated total hours. Any hours expended in excess of the estimated total hours (hereinafter “excess hours”) shall be excluded from all fee computations and adjustments.

(d) If, at any time during the performance of the contract, the number of direct hours (not including "excess hours") used under this contract exceeds 85% of the estimated total hours, the contractor shall immediately notify the

Contracting Officer of such circumstances.

(e) If the Contracting Officer determines, for any reason, to adjust the contract amount or the estimated total hours set forth herein above, such adjustments shall be made by contract modification. In any case in which the estimated total hours is adjusted, the fee set forth herein shall be adjusted to reflect the adjustment made upon the estimated total hours, subject to the final fee adjustment provisions set forth immediately below.

(f) If, at the end of the contract term set forth above, the total number of hours utilized (excepting “excess hours”) is not within 5% of the estimated total hours as then applicable, the total fee due the contractor shall be adjusted so as to be in direct proportion to the number of direct hours utilized in the same ratio of fee to the estimated total hours then set forth in the contract.

(g) Nothing herein shall be construed to alter or waive any of the rights or obligations of either party pursuant to the clause hereof entitled “Limitation of Funds”.

5. Data Rights Table

DATA RIGHTS The Government expects that other than the cryptographic core for the device, most of the KGV-

11M development will occur after award. Thus, the Government would expect that the technical data for CDRL’s

A009, A010 and A020 will be delivered with Unlimited Rights, or the commercial equivalent thereof.

The Government has no interest in obtaining any intellectual property rights/data rights in the KGV-11M cryptographic core. The Government is only interested is having sufficient intellectual property rights/data rights in the surrounding components, and the interfaces between the KGV-11M surrounding components and the cryptographic core, to sustain the KGV-11M throughout its lifecycle.

In view of the above, if the Contractor intends to deliver any of the technical data of computer software (TD/CS) with less than Unlimited Rights, the Contractor shall complete the table at DFARS 252.227-7017, Identification and

Assertion of Use, Release, or Disclosure Restrictions, if he Offeror intends to assert non-commercial TD/CS data rights assertions. If the Offeror intends to assert commercial TD/CS restriction, the Offeror shall fill out the K-99, IDENTIFICATION AND ASSERTION OF RESTRICTIONS ON COMMERCIAL TECHNICAL DATA AND

COMMERCIAL COMPUTER SOFTWARE (MARCH 2014). Additionally, if the Offeror intends to offer less than

Government Purpose Rights (GPR), or the commercial equivalent of GPR, the Contractor for the TD/CS delivered under CDRL’s AXXX, AXXX and AXXX, the Contractor should indicate the rights classification (in the Rights

Classification column) and whether it is will offer GPR or the commercial equivalent of GPR) at a price (in the

Price column). If not, the Offeror should state “No”.

Note that this table is not all-inclusive; the Offeror may add additional CDRL items during proposal submission.

(NOTE: Firmware shall be considered software and shall meet all of the software requirements listed within this RFP).

The proposed prices set forth in the table below apply throughout the Period of Performance (POP) of this contract.

DATA RIGHTS TABLE

CDRL Name Rights Classification Price

(non-fee bearing)

A009 Interface Design Description (IDD)

A010 System/Subsystem Specification (SSS)

A020 Software Version Description (SVD)

B005 Software Requirements Specification, System/Subsystem Specification

Subtitle: Software/Hardware Requirements

Specification (SHRS)

B006 System/Subsystem Design Description, Software

Design Description

Subtitle: Software/Hardware Design Description

B010 Physical Configuration Audit Plan

B016 Product Drawings/Models and Associated Lists

B018 Engineering Change Proposal

B019 Interface Control Document (ICD)

6. 5252.232-9400 LIMITATION OF LIABILITY--INCREMENTAL FUNDING (JAN 1992)

This [Contract officer insert either “contract” or “when specified in the task/delivery order”] is incrementally funded and the amount currently available for payment hereunder is limited to $ [Contracting officer insert the amount that is currently available for payment] inclusive of fee. It is estimated that these funds will cover the cost of performance through [Contracting officer insert the date through which funds are estimated to cover].

Subject to the provisions of the FAR 52.232-22 “Limitation of Funds” clause of this contract, no legal liability on the part of the Government for payment in excess of $ [Contracting officer insert the total amount of obligated funds] shall arise unless additional funds are made available and are incorporated as modifications to this contract.

(End of Addendum)

Section C - Descriptions and Specifications

ADDENDUM TO SECTION C

1. COMPLIANCE WITH SPECIFICATION AND STATEMENT OF WORK

The effort required hereunder shall be in accordance with the Statement of Work, which is included as Attachment

No. 1.

2. SECURITY REQUIREMENTS

The work to be performed under this contract as delineated in the DD Form 254, Attachment No. 2.

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

0102 Destination Government Destination Government

0103 Destination Government Destination Government

1001 Destination Government Destination Government

1002 Destination Government Destination Government

1003 Destination Government Destination Government

1004 Destination Government Destination Government

2001 Destination Government Destination Government

2002 Destination Government Destination Government

2003 Destination Government Destination Government

2004 Destination Government Destination Government

3001 Destination Government Destination Government

3002 Destination Government Destination Government

3003 Destination Government Destination Government

3004 Destination Government Destination Government

3005 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996

52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

52.246-16 Responsibility For Supplies APR 1984

Section F - Deliveries or Performance

52.211-17 Delivery of Excess Quantities SEP 1989

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

52.242-17 Government Delay Of Work APR 1984

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

ADDENDUM TO SECTION F

1. TIME AND PLACE OF DELIVERY--F.O.B. DESTINATION

Destination and delivery schedule are set forth below:

ITEM DESTINATION QUANTITY DELIVERY SCHEDULE

CLIN Supplies/Services Location Delivery

Schedule

0001 KGV-11M Development Model

*Address provided is for final delivery Non-

CCI PRAs delivery address provided by

Government direction.

Vault Officer CMIO Norfolk 8876 Second St.

Norfolk, VA 23511-3797

(757) 444-7053

(DSN) 564-7053

Antonino.drago@navy.mil Antonino.drago@navy.smil.mil

TBP as indicated within the IMS.

No Later than 30

MACA

0004 CDLRs Exhibit A IAW CDRL IAW CDRL

0005 CDLRs Exhibit B IAW CDRL IAW CDRL

1001 Production Lot Year 1 Vault Officer CMIO Norfolk 8876 Second St.

Norfolk, VA 23511-3797

(757) 444-7053

(DSN) 564-7053

TBP

No Later than 12

MAOE

1003 CDLRs Exhibit C IAW CDRL IAW CDRL

1004 PIO TBD TBD

2001 Production Lot Year 2 Vault Officer CMIO Norfolk 8876 Second St.

Norfolk, VA 23511-3797

(757) 444-7053

(DSN) 564-7053

Antonino.drago@navy.mil

2003 CDLRs Exhibit C IAW CDRL IAW CDRL

2004 PIO TBD TBD

3001 Production Lot Year 3 Vault Officer CMIO Norfolk 8876 Second St.

Norfolk, VA 23511-3797

(757) 444-7053

(DSN) 564-7053

3003 CDLRs Exhibit C IAW CDRL IAW CDRL

3004 PIO TBD TBD

MACA = Months After Contract Award

MAOE = Months After Option Exercise

2. PERIOD OF PERFORMANCE (POP) --F.O.B. DESTINATION

Destination and delivery schedule are set forth below:

CLIN Supplies/Services Location POP

0002 Engineering Services Year 1 (Option) TBD 12 Months

0102 Engineering Services Year 2 (Option) TBD 12 Months

1002 Engineering Services Year 3 (Option) TBD 12 Months

2002 Engineering Services Year 4 (Option) TBD 12 Months

3002 Engineering Services Year 5 (Option) TBD 12 Months

3. DELIVERY OF REPORTS

(i) All data shall be delivered in accordance with the delivery schedule shown on the Contract Data Requirements

List, attachments, or as incorporated by reference.

(ii) All reports and correspondence submitted under this contract shall include the contract number and project number and be forwarded prepaid.

Section G - Contract Administration Data

252.204-0002 Line Item Specific: Sequential ACRN Order SEP 2009

252.204-7006 Billing Instructions OCT 2005

252.242-7006 Accounting System Administration FEB 2012

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).

(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.

(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 ____

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) ____

(*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.

(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.

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

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

(End of clause)

ADDENDUM TO SECTION G

1. SEGREGATION OF COSTS

(a) The Contractor agrees to segregate costs incurred under this contract at the lowest level of performance, either task or subtask, rather than on a total contract basis, and to submit invoices reflecting costs incurred at that level.

Invoices shall contain summaries of work charged during the period covered, as well as overall cumulative summaries by labor category for all work invoiced to date, by line item, task or subtask.

(b) Where multiple lines of accounting are present, the ACRN preceding the accounting citation will be found in

Section B and/or Section G of the contract or in the task or delivery order that authorizes work. Payment of

Contractor invoices shall be accomplished only by charging the ACRN that corresponds to the work invoiced.

(c) Except when payment requests are submitted electronically as specified in the clause at DFARS 252.232-7003, Electronic Submission of Payment Requests, one copy of each invoice or voucher will be provided, at the time of submission to DCAA:

(1) to the Contracting Officer’s Representative or the Technical Representative of the Contracting Officer, and

(2) to the Procuring Contracting Officer.

Section H - Special Contract Requirements

252.211-7007 Reporting of Government-Furnished Property AUG 2012

252.215-7002 Cost Estimating System Requirements DEC 2012

252.219-7003 Small Business Subcontracting Plan (DOD Contracts)--Basic MAR 2016

252.234-7004 Alt I Cost and Software Data Reporting System-- Alternate I (Nov

2014)

NOV 2014

252.235-7011 Final Scientific or Technical Report JAN 2015

252.242-7004 Material Management And Accounting System MAY 2011

252.244-7001 Alt I Contractor Purchasing System Administration (May 2014) --

Alternate I

MAY 2014

252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

252.245-7002 Reporting Loss of Government Property APR 2012

252.245-7003 Contractor Property Management System Administration APR 2012

252.245-7004 Reporting, Reutilization, and Disposal SEP 2016

252.246-7000 Material Inspection And Receiving Report MAR 2008

ADDENDUM TO SECTION H

1. EXERCISE OF OPTION

The Government, at any time after effective date of contract, may require the Contractor to furnish Option Items for delivery at the time(s) and place(s) and at the price(s) set forth herein. If Options are exercised within the period below, it shall be done as unilateral modification. If Options are exercised outside of the period below, it will be done as bilateral modification. Contractor will be notified 10 days prior to the option exercise dates listed below:

Production Lots

ITEMS OPTION EXERCISE DATE

1001, 1003 After completion of CLIN 0001 – 3 Months after Completion of CLIN 0001

2001, 2003 12 Months After completion of CLIN 0001 – 15 Months after Completion of

CLIN 0001

3001, 3003 24 Months After completion of CLIN 0001 – 27 Months after Completion of

CLIN 0001

Each subsequent set of Production Lot option CLINs will not be exercised unless the previous option CLIN is exercised. For example, option CLINs 2001, 2003 will not be exercised unless until after option CLINs 1001, 1003 are exercised.

Engineering Services

0002 Contract award to 12 MACA

0102 12 MACA to 24 MACA

1002 24 MACA to 36 MACA

2002 36 MACA to 48 MACA

3002 48 MACA to 60 MACA

PIO

1004 Up to 6 Months after the exercising of Option CLIN 1001

2004 Up to 6 Months after the exercising of Option CLIN 2001

3004 Up to 6 Months after the exercising of Option CLIN 3001

Simulator Tool

3005 TBD

2. Provisioning Items Ordered (PIO)

APPLICABLE TO CLINS, if and to the extent exercised, option items 1004, 2004, and 3004

(a) Contracting Modification – Provisioning Items and Other Supplies or Services to be Furnished When Ordered by the Government. The Contractor shall furnish supplies or services under the Item set forth herein when a contract modification is issued by the Purchasing Contracting Officer (PCO) in accordance with the procedures specified in the Schedule. The Government shall not be liable for any expenses incurred by the Contractor under Item set forth herein until a contract modification is issued by the Government.

(b) Ordering. For the purpose of this contract, the PCO is the ordering activity. The PCO will issue contract modifications for supplies or services to be furnished by the Contractor in accordance with requirements specified by the cognizant provisioning or requiring activity designated in paragraph (1) below. Each contract modification issued in accordance with paragraph (d) or (e) below shall be prepared on Standard Form 30

(Amendment of Solicitation/Modification of Contract);

(i) be numbered as a modification to this contract in accordance with FAR Supplement 4.7004-3;

(ii) identify the Item number set forth in SECTION B of the Schedule under which the supplies or services are being procured;

(iii) set forth the supplies or services and the quantities being procured.

(iv) set forth packaging (preservation and packing) and marking requirements for supplies being procured (See FAR 10.004(e));

(v) set forth consignment instructions for supplies being procured to the extent they are known at the time the contract modification is issued (See FAR 47.305-10 and DOD FAR Supplement 247.305-

10);

(vi) set forth the negotiated delivery or performance dates (or the Government’s desired delivery or performance dates in the case of a NTE modification where the delivery schedule has not been negotiated);

(vii) identify those items, if any, subject to the “Limitation of Liability – Major Items” clause, if included in this contract;

(viii) obligate funds to cover supplemental agreement issued under paragraph (d) below or not to exceed

(NTE) modifications issued under paragraph (e) below;

(ix) set forth the applicable accounting and appropriation data;

(x) be given the same distribution as this contract, except that distribution of voluminous contract exhibits shall be limited to:

(1) the Contractor,

(2) the Contract Administration Office,

(3) the cognizant provisioning or requiring activity,

(4) the Paying Office, and

(5) the Accounting Office.

(c) Supplemental Agreements Covering Priced Provisioning Items or Other Supplies or Services. Except as otherwise provided in paragraph (e) below, the PCO will issue a supplemental agreement to this contract when supplies or services are to be furnished by the Contractor. The Contractor shall submit to the PCO, prior to the issuance of each modification, a price quotation for the supplies or services ordered by the Government which shall include: (1) an estimate of the costs with sufficient data to support the accuracy and reliability of such estimate, and

(2) supporting cost and pricing data. Such supplemental agreement shall be fully priced and otherwise fully definitive at the time of issuance and shall be signed by the Contractor and the PCO.

(d) Provisioning Items Orders and Other NTE Modifications. In those cases where it is not possible to fully price the supplies or services required by the Government in accordance with paragraph (c) above, the PCO will issue unilateral contract modification in the form of a NTE modification. Each NTE modification shall provide for total performance of the modification for the specified NTE and such NTE shall bear reasonable relationship to the work to be performed. A milestone schedule which culminates in a mutually agreed date upon which complete definitization will occur shall be included in each NTE modification. The milestone schedule established in the

NTE modification concerned shall be within the period set forth in paragraph (g) below. Each NTE modification shall set forth the not-to-exceed NTE for the supplies or services being procured and shall be signed by the PCO.

The NTE specified in any NTE modification shall not be used as a billing price for delivered items. Modifications for provisioned items shall be issued in accordance with DOD FAR Supplemental 217-7402(b).

(e) Limitation of Government Liability and Contractor Obligations Under NTE Modifications. The not-to-exceed price specified in each NTE modification shall be the limitation on the Government’s obligation to pay for the supplies of the services being ordered until the NTE modification has been superseded by a supplemental agreement to this contract unless such not-to-exceed price has been increased, in writing, by the PCO. The Contractor shall not be obligated to proceed with performance under any NTE modified, if the Contractor has reason to believe that the supplies or services called for will so exceed the estimated price specified therein, but shall promptly so notify the

PCO, in writing, with a copy to the cognizant provisioning or requiring activity, and propose an increase in the estimated price. Within fifteen (15) days after receipt of such notification, the PCO will either increase the estimated price of the NTE modification concerned or notify the Contractor, in writing, how and to what extent the work is to be continued. If the Contractor has reason to believe that the total price to the Government for the supplies or services called for in any NTE modification will be substantially less than the estimated price specified therein, the Contractor shall promptly so notify the PCO in writing, with a copy to the cognizant provisioning or requiring activity. The PCO may, based upon such notification decrease the estimated price of the NTE modification concerned.

(f) Cost Quotations and Establishment of Definitized Estimated Firm Fixed Price Under NTE Modifications. The

Contractor shall submit to the PCO, not later than sixty (60) days after issuance of each NTE modification a price quotation for the supplies or services ordered by the Government which shall include: (1) a statement of costs incurred and an estimate of the costs expected to be incurred in the performance of the NTE modification, together with sufficient data to support the accuracy and reliability of such estimate, and (2) supporting cost and pricing data.

Upon submission of the Contractor’s price quotation, the Contractor and the PCO shall promptly negotiate and establish a firm price for the supplies or services called for in the NTE modification concerned. The firm price established for the supplies set forth in a supplemental agreement to the contract shall supersede the applicable NTE modification. Multiple NTE modifications or portions of unpriced modifications may be incorporated in a supplemental agreement which supersedes a NTE modification, provided that the identification shown in the applicable NTE modifications is set forth in such supplemental agreements. Any supplemental agreement, which supersedes a NTE modification, shall be executed within one hundred eighty (180) days after the issuance of the

NTE modification, but in no event after forty percent (40%) of the work has been completed. If agreement on a definitive bilateral modification to any NTE modification is not reached by the period specified above, the PCO may determine a reasonable price for the NTE modification concerned with FAR 15.8 and FAR Part 31 and DOD FAR

Supplemental 215.8 and FAR Part 31 subject to appeal by the Contractor as provided in the “Disputes” clause of this contract.

(g) Segregation of Costs of NTE Modifications. The Contractor shall segregate by modification all incurred costs

(less allocable credits) for work allocable to each NTE modification issued pursuant to paragraph (e) above. The requirement for the Contractor to segregate the costs of each NTE modification shall continue until a firm price is established by a supplemental agreement to this contract.

(h) Modification to Supplemental Agreements. Additions to supplemental agreements or NTE modifications shall be effected in accordance with the procedures for issuing contract modifications specified herein. Any claim for charges resulting from a decrease in the supplies or services ordered by the Government shall be processed in accordance with the termination procedures of this contract. Items of supplies or service set forth in modifications to supplemental agreements or NTE modifications (or contract exhibits) issued hereunder shall be numbered in accordance with the applicable procedures in DOD FAR Supplemental 204.7107, except that new contract line numbers shall not be assigned in contract modifications issued by the PCO.

(i) Provisioning Document, Specification, or Description of Work. The applicable provisioning document or specification or the description of the work is set forth below. To the extent of any inconsistency between any provisioning document or specification referred to below and the Schedule, the Schedule shall control.

3. Government Furnished Property

(a) The Government will provide only that property set forth below, notwithstanding any provisions of the specifications to the contrary:

Description QTY Date Provided Provided “As Is”

(Y/N)

TD-1271 UHF DAMA Multiplexer 1 NLT 30 DACA Y

KGV-11A 4 NLT 30 DACA Y

AN/PYQ-10 Simple Key Loader (SKL) key fill devices 2 NLT 30 DACA Y

Standard key fill cables 2 NLT 30 DACA Y

Note: No additional Government Furnished Material will be added to this clause after contract award. If vendors want to suggest added GFP/GFM, it must be done prior to RFP proposal due date.

(b) Disposition Instructions: Upon completion of the Contract or until GFP is no longer necessary, the contractor shall notify the PCO to provide inventory disposition schedule 30 days after property items are no longer needed or

60 days after contract completion.

(c) Restriction of Use: The contractor is not authorized to use the GFP listed herein for any other purpose than the contracting effort, unless otherwise authorized in writing by the contracting officer.

4. TECHNICAL DIRECTION (Applicable to Engineering Service CLINs)

(a) Technical Direction may be provided to the Contractor from time to time by the Contracting Officer or

Contracting Officer’s Representative, if authorized, during the term (term is defined as the period of performance for the basic contract and any options that may be exercised) of this contract. Technical Direction will provide specific information relating to the tasks contained in the Statement of Work and will be provided to the contractor in writing. Any Technical Direction issued hereunder will be subject to the terms and conditions of the contract. The contract shall take precedence if there is any conflict with any Technical Direction issued hereunder, and cannot be modified by any Technical Direction.

(b) As stated, Technical Direction shall be issued in writing and shall include, but not be limited to, the following information:

(1) date of issuance of Technical Direction;

(2) applicable contract number;

(3) technical direction identification number;

(4) description of Technical Direction;

(5) estimated cost;

(6) estimated level of effort by labor category; and

(7) signature of the PCO/COR.

(c) If the contractor does not agree with the estimated cost specified on the technical direction, or considers the technical direction to be outside the scope of the contract, he shall notify the PCO or COR immediately and, in the case of the estimated cost, arrive at a general agreement to the cost of the task. In the case of the direction requiring work that is out of the scope of the contract, the contractor shall not proceed with the effort unless and until the PCO executes a contract modification to include the change in scope.

Section I - Contract Clauses

52.202-1 Definitions NOV 2013

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees MAY 2014

52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006

52.203-7 Anti-Kickback Procedures MAY 2014

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

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014

52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015

52.203-18 Prohibition on Contracting With Entities That Require Certain

Internal Confidentiality Agreements or Statements--

Representation

JAN 2017

52.203-19 Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements

JAN 2017

52.204-2 Security Requirements AUG 1996

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

OCT 2016

52.204-13 System for Award Management Maintenance OCT 2016

52.204-21 Basic Safeguarding of Covered Contractor Information

Systems

JUN 2016

52.204-22 Alternative Line Item Proposal JAN 2017

52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for

Debarment

OCT 2015

52.209-9 Updates of Publicly Available Information Regarding

Responsibility Matters

JUL 2013

52.209-10 Prohibition on Contracting With Inverted Domestic

Corporations

NOV 2015

52.210-1 Market Research APR 2011

52.211-5 Material Requirements AUG 2000

52.215-14 Integrity of Unit Prices 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

52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

OCT 2010

52.215-23 Limitations on Pass-Through Charges OCT 2009

52.219-8 Utilization of Small Business Concerns NOV 2016

52.219-9 Alt II Small Business Subcontracting Plan (JAN 2017) Alternate II NOV 2016

52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999

52.222-2 Payment For Overtime Premiums JUL 1990

52.222-3 Convict Labor JUN 2003

52.222-19 Child Labor -- Cooperation with Authorities and Remedies OCT 2016

52.222-21 Prohibition Of Segregated Facilities APR 2015

52.222-26 Equal Opportunity SEP 2016

52.222-35 Equal Opportunity for Veterans OCT 2015

52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014

52.222-37 Employment Reports on Veterans FEB 2016

52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015

52.222-54 Employment Eligibility Verification OCT 2015

52.223-6 Drug-Free Workplace MAY 2001

52.223-11 Ozone-Depleting Substances and High Global Warming

Potential Hydrofluorocarbons.

JUN 2016

52.223-15 Energy Efficiency in Energy-Consuming Products DEC 2007

52.223-16 Acquisition of EPEAT (R) - Registered Personal Computer

Products

OCT 2015

52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.223-20 Aerosols JUN 2016

52.223-21 Foams JUN 2016

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

52.227-1 Authorization and Consent DEC 2007

52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-3 Patent Indemnity APR 1984

52.227-3 Patent Indemnity APR 1984

52.227-10 Filing Of Patent Applications--Classified Subject Matter DEC 2007

52.227-10 Filing Of Patent Applications--Classified Subject Matter DEC 2007

52.227-11 Patent Rights--Ownership By The Contractor MAY 2014

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

52.229-3 Federal, State And Local Taxes FEB 2013

52.230-2 Cost Accounting Standards OCT 2015

52.230-3 Disclosure And Consistency Of Cost Accounting Practices OCT 2015

52.230-6 Administration of Cost Accounting Standards JUN 2010

52.232-1 Payments APR 1984

52.232-8 Discounts For Prompt Payment FEB 2002

52.232-9 Limitation On Withholding Of Payments APR 1984

52.232-11 Extras APR 1984

52.232-17 Interest MAY 2014

52.232-18 Availability Of Funds APR 1984

52.232-20 Limitation Of Cost APR 1984

52.232-22 Limitation Of Funds APR 1984

52.232-23 Alt I Assignment of Claims (May 2014) - Alternate I APR 1984

52.232-25 Alt I Prompt Payment (Jan 2017) Alternate I FEB 2002

52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014

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

52.239-1 Privacy or Security Safeguards AUG 1996

52.242-1 Notice of Intent to Disallow Costs APR 1984

52.242-2 Production Progress Reports APR 1991

52.242-3 Penalties for Unallowable Costs MAY 2014

52.242-4 Certification of Final Indirect Costs JAN 1997

52.242-13 Bankruptcy JUL 1995

52.243-1 Changes--Fixed Price AUG 1987

52.244-5 Competition In Subcontracting DEC 1996

52.244-6 Subcontracts for Commercial Items NOV 2017

52.245-1 Government Property JAN 2017

52.245-9 Use And Charges APR 2012

52.246-24 Limitation Of Liability--High-Value Items FEB 1997

52.246-25 Limitation Of Liability--Services FEB 1997

52.247-68 Report of Shipment (REPSHIP) FEB 2006

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

Price)

APR 2012

52.249-6 Termination (Cost Reimbursement) MAY 2004

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

52.249-14 Excusable Delays APR 1984

52.251-1 Government Supply Sources APR 2012

52.253-1 Computer Generated Forms JAN 1991

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

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013

252.203-7004 Display of Hotline Posters OCT 2016

252.203-7005 Representation Relating to Compensation of Former DoD

Officials

NOV 2011

252.204-7000 Disclosure Of Information OCT 2016

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7005 Oral Attestation of Security Responsibilities NOV 2001

252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

252.204-7009 Limitations on the Use or Disclosure of Third-Party

Contractor Reported Cyber Incident Information

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

OCT 2016

252.204-7015 Notice of Authorized Disclosure of Information for Litigation

Support

MAY 2016

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991

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

The Government of a Country that is a State Sponsor of

Terrorism

OCT 2015

252.209-7008 Notice of Prohibition Relating to Organizational Conflict of

Interest--Major Defense Acquisition Program

DEC 2010

252.209-7009 Organizational Conflict of Interest--Major Defense

Acquisition Program

OCT 2015

252.215-7000 Pricing Adjustments DEC 2012

252.216-7004 Award Fee Reduction or Denial for Jeopardizing the Health or Safety of Government Personnel.

SEP 2011

252.223-7004 Drug Free Work Force SEP 1988

252.225-7012 Preference For Certain Domestic Commodities DEC 2016

252.225-7025 Restriction on Acquisition of Forgings DEC 2009

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014

252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7015 Technical Data--Commercial Items FEB 2014

252.227-7016 Rights in Bid or Proposal Information JAN 2011

252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016

252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016

252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988

252.227-7028 Technical Data or Computer Software Previously Delivered to the Government

JUN 1995

252.227-7030 Technical Data--Withholding Of Payment MAR 2000

252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016

252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016

252.227-7038 Patent Rights--Ownership by the Contractor (Large Business) JUN 2012

252.227-7038 Patent Rights--Ownership by the Contractor (Large Business) JUN 2012

252.227-7039 Patents--Reporting Of Subject Inventions APR 1990

252.227-7039 Patents--Reporting Of Subject Inventions APR 1990

252.239-7000 Protection Against Compromising Emanations JUN 2004

252.239-7017 Notice of Supply Chain Risk NOV 2013

252.239-7018 Supply Chain Risk OCT 2015

252.243-7002 Requests for Equitable Adjustment DEC 2012

252.246-7001 Warranty Of Data MAR 2014

252.246-7007 Contractor Counterfeit Electronic Part Detection and

Avoidance System

AUG 2016

252.246-7008 Sources of Electronic Parts OCT 2016

252.247-7022 Representation Of Extent Of Transportation Of Supplies By

Sea

AUG 1992

252.247-7023 Transportation of Supplies by Sea APR 2014

CLAUSES INCORPORATED BY FULL TEXT

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2013)

(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…