Provisions and Clauses_HM047623BAA0001_20260622.pdf

UNCLASSIFIED

SECTION B - Supplies or Services/Prices

B.1 Supplies or Services/Prices

Item Number Description Quantity Unit Unit Price Amount

This section is intentionally left blank and will be filled in at Topic Call level contract award.

SECTION C - Description/Specifications

C.1 Description/Specifications

Please refer to individual Topic Calls under the BIG-ST BAA - HM047623BAA0001.

SECTION D - Packaging and Marking

D.1 Packaging and Marking

This section is intentionally left blank.

SECTION E - Inspection and Acceptance

E.1 Inspection and Acceptance

E.2 52.246-9 INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM). (APR 1984)

SECTION F - Deliveries or Performance

F.1 Deliveries or Performance

Item/Sub Number

Item Description Quantity Unit Of

Issue Delivery Address Delivery Timeframe

F.2 52.242-15 STOP-WORK ORDER. (AUG 1989)

Please refer to individual Topic Calls under the BIG-ST BAA - HM047623BAA0001.

SECTION G - Contract Administration Data

G.1 Contract Administration Data

G.2 5X52.232-9003 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS AND INSTRUCTIONS

TO IMPLEMENT USAGE OF THE INVOICE PROCESSING PLATFORM (IPP) (MAR 2026)

(a) Definitions. As used in these instructions, "Payment request" means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), "Payment documentation and process" and the applicable Payment clause included in this contract.

(b) Effective 23 Mar 26, the Contractor shall submit payment requests electronically using the Invoice Processing Platform (IPP) at www.ipp.gov. Information regarding IPP is available on the Internet at www.ipp.gov. Assistance with the IPP application can be obtained by contacting the IPP Production Helpdesk via email IPPCustomerSupport@fiscal.treasury.gov or phone (866)973-3131. The Contractor shall ensure that its supporting documentation includes a copy of the contractor’s internal invoice and conforms to IPP requirements. IPP accommodates up to 25 supporting attachments per invoice. Individual attachment file size may not exceed ten megabytes (10mb). If the Contractor assesses that their supporting documentation will not reasonably conform to IPP requirements, the Contractor shall contact the Contracting Officer to explore possible alternatives. In addition, the IPP only allows certain characters to be used as the invoice number. The invoice number shall conform to the IPP convention, and the attachments (if used) shall match exactly the invoice number allowed. The allowed characters in the IPP are "abcdefghijklmnopqrstuvwxyzABCDEFGHIJKLMNOPQRSTUVWXYZ0123456789-_"

(c) Properly certified invoices shall be entered into the Internet Payment Platform (www.ipp.gov). To assist (Agency) in making timely payments, the Contractor is required to provide/verify all required fields in the IPP including: (1) Contract number; (2) Name, address and Taxpayer I.D. number of Contractor; (3) Invoice Date; (4) Unique invoice number for that particular invoice; (5) Period the payment covers; and (6) Cost amount by each line item including quantity and unit price

(d) Contractors wishing to check the payment status of their vouchers are able to do so within the IPP application. In addition, questions may be directed to the Contracting Officer’s Representative (COR). In the absence of a COR, contact the Contracting Officer whose name and contact information appears on the face page of this contract/order.

(End of clause)

G.3 5X252.201.602-2-91 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (JAN 2004)

The following contracting officer's representative(s) (COR) are appointed to this contract: (use for Awards)

PRIMARY:

[(Enter Name and Title)]

[(Enter Organization, Mail Stop, E-mail, Phone and Fax Numbers)]

ALTERNATE:

[(Enter Name and Title)]

[(Enter Organization, Mail Stop, E-mail, Phone and Fax Numbers)]

For ordering contracts, the COR(s) will be identified on each delivery/task order.

The COR(s) has a written designation memorandum on file with the procurement office. This memorandum, as directed by DFARs 252.201-7000(b), specifies the extent of the COR's authority to act on behalf of the contracting officer. This authority cannot be re-delegated to any other person. The alternate COR acts in behalf of the primary COR in absence of the primary COR and is appointed through a separate memorandum.

The primary responsibilities of CORs are:

1) Technical Liaison. Oversees the contractor's technical effort to ensure that performance is in strict accordance with the terms and conditions of the contract. Is the primary interface between the contractor and the contracting officer on matters pertaining to the contractor's technical performance. Answers technical questions, furnishes technical instruction and guidance to the contractor relating to contract specifications, and any other instructions of a technical nature necessary to perform the work as specified in the contract. CORs are not to tell the Contractor how to perform, but only what is required of a technical nature. If doubt exists as to whether information to be furnished falls within the scope of the contract, the COR is to coordinate action with the contracting officer prior to transmitting the information to the Contractor. Promptly responds to contracting officer queries for technical information and directs the contractor to submit requests for change, deviation or waiver in writing to the contracting officer. Keeps the contracting officer informed regarding communications with the contractor in order to prevent possible misunderstandings or situations that could affect contract terms and conditions and become the basis for future claims against the Government.

2) Monitoring contractor performance. Ensures delivery schedules are adhered to and provides quality assurance.

Provides status to the contracting officer and other program personnel to ensure compliance with the technical requirements of the contract. If performance is not proceeding satisfactorily, or if problems are anticipated, promptly notifies the contracting officer and may provide a recommended technical course of correction action. Reviews and approves progress reports, technical reports, financial/management reports and other items requiring approval.

Notifies the contracting officer if such reports or items should be rejected, stating the basis for rejection.

3) Technical Evaluation of Contractor Proposal. Evaluates contractor proposals for modifications and provides a written technical evaluation, to include price or cost elements, to the contracting officer.

4) Reviewing and Approving Payments and Acceptance. Reviews invoices and progress payments for accuracy and appropriateness and reports any discrepancies and provides concurrence (or non-concurrence) to the Contracting Officer. Approves payments and accepts work on the appropriate forms for services performed or supplies delivered.

5) Administration of Government Property. Submits to the contracting officer and property specialist a written evaluation of the disposition of any material/property furnished by the Government that is accountable to the contract.

6) Security. Coordinates all security requirements of the contract with the contractor and the agency security office, to include DD254s and contractor access to NGA networks. Ensures AIS accounts of departing NGA contractor on-site personnel are cancelled expeditiously. Keeps track of any classified documents or data provided and ensures return or destruction upon completion of the contract.

7) Maintenance of Files. Keeps a file of all records related to the contract to include, but not limited to, the contract, e-mail correspondence, formal written correspondence, reports, receiving and acceptance reports/forms, technical evaluations, trip reports, meeting notes, status reports, past performance reports, government property reports and closeout records.

8) Administration of On-Site contractor personnel information. Maintains information on contractors, prime and subs, performing on-site at NGA facilities. Coordinates with the contractors and the Human Resource Office (HR) all contractor data changes, to include arrival and departure, names, physical location(s), NGA organization code of office responsible for contractor-occupied-space, and employer name, address and phone. Approves badging of contractors upon contractor completion and submittal of Contractor Data Input Record Form to HR and a standardized NGA non-disclosure statement.

CORs shall not direct the contractor in any manner that would be of the type of supervision or control that converts an individual who is an independent Contractor (such as a contractor employee) into a Government employee.

Notwithstanding the delegated duties listed herein, the COR does not possess the authority of a contracting officer and, therefore, shall not alter the terms and conditions of the contract in any way, to include any commitments or changes that will affect cost, price, quality, quantity, delivery, or any other term or condition of the contract. The contracting officer is the only official with the authority to enter into or modify contractual agreements or commitments. Unauthorized acts could result in personal liability.

The duties and responsibilities set forth herein are not intended to be all-inclusive. The contracting officer may delegate additional functions as deemed necessary.

COR appointment and termination on a specific contract shall be effective upon contract/order award or execution of a modification to the contract by the contracting officer.

(End of Clause)

G.4 5X52.232-9000 SUBMISSION OF INVOICE - DOD FMFO J-8 NATIONAL GEOSPATIAL-

INTELLIGENCE AGENCY (NGA) (OCT 2023) -FOR USE IN CONTRACTS PAID BY THE NGA VENDOR

PAY OFFICE

(a) The contractor shall prepare each invoice in accordance with the Prompt Payment Act and email one copy of the invoice to FMFOINSP@nga.mil.

(b) At the same time of submission of the invoice to the DOD FMFO J-8 NGA Vendor Pay Office, the contractor shall email a copy to the Contract Specialist and Contracting Officer (CO), and a copy to the Contracting Officer’s Representative (COR) at the address set forth in the clause at 5X252.201.602-2-91, Contracting Officer’s Representative (COR), if applicable. The contractor shall ensure that the invoice submitted to the payment office is the same invoice that is submitted to the CO, the COR, and the designated DCAA office when clause 5X252.242- 9000 is used, without alteration.

(c) Upon receipt of the invoice, the COR will complete the receiving report and submit via the RRPT database tool.

A copy of the completed receiving report shall also be provided to the Contracting Officer shown on the face of this contract/order.

(d) Payments will be made by DOD FMFO J-8 NGA Vendor Pay Office, 3838 Vogel Rd, Arnold, MO 63010.

(e) Contractors wishing to check the payment status of their vouchers may do so by calling NGA / DOD FMFO J-8 NGA Vendor Support at (636) 321-5251. In addition, questions may be directed to the COR. In the absence of a COR, contact the Procurement Contracting Officer (PCO), whose name and contact information appear on the face page of this contract/order.

(End of Clause)

G.5 5X252.242-9000 APPROVING PAYMENTS (COST REIMBURSEMENT, TIME AND MATERIALS, AND

LABOR HOUR CONTRACTS) (MAR 2023)

(a) Interim Voucher Receipt and Approval in accordance with DFARS 242.803(b)(i)(A) and (B), the contractor shall prepare an original and three (3) copies of each voucher in accordance with the applicable Prompt Payment Clause (see 5X52.232-9000). The remaining copies of the vouchers shall be submitted to the Contracting Officer shown on page 1 of the contract/modification and the Contracting Officer’s Representative shown in Section G.

(b) In the event discrepancies are discovered by the Contracting Officer/Contracting Officer’s Representative before payment of the voucher, the Contracting Officer/Contracting Officer’s Representative will notify the DCAA auditor, who will coordinate resolution of the discrepancies and secure a corrected voucher as deemed necessary. Copies of the corrected voucher will be submitted to the Contracting Officer/Contracting Officer’s Representative. If an offset is required due to a discrepancy on a paid voucher, then the contractor will show the offset on a subsequent voucher.

(c) Completion/Final Voucher: The contractor shall submit final vouchers and closing documents to DCAA and the Contracting Officer. After DCAA review, the Contracting Officer approves all completion/final vouchers(s) and sends to the paying office.

(End of Clause)

G.6 252.204-7006 BILLING INSTRUCTIONS-COST VOUCHERS. (MAY 2023)

BILLING INSTRUCTIONS

a. The Contractor shall submit separate payment invoices covering the amount claimed to be due for services rendered under a contract or each task order issued under an existing IDIQ contract.

b. Invoices will be submitted electronically and shall contain the information required by FAR 52.232-25, Prompt Payment, including the following:

(1) Contract number or Base IDIQ contract number and task order number;

(2) CLIN Description

(3) CLIN/SLIN charged amount;

(4) Dates services were rendered;

(5) Direct labor hour charges by labor category and rate for services rendered (not applicable to FFP);

(6) Other direct costs, if any;

(7) Cumulative value of billings by CLIN/SLIN to date against the applicable contract or task order.

c. Payment invoices for all contracts or task orders shall be submitted in accordance with the payment schedule, but shall not be submitted more frequently than once a month or by Contracting Officer discretion.

d. Additional billing instructions may be provided under each contract or task order.

e. IDIQ Task Orders. In addition to the above:

(1) By execution of the task order, the Contractor acknowledges that invoice substantiation instruction requirements may differ under each task order, and the Contractor agrees to provide all data required by the Ordering Contracting Officer to substantiate invoices.

(2) Funding and billing instructions will be provided at the task order level.

(End of Billing instructions)

G.7.1 DFARS PGI 204.7108 Payment Instructions

See: https://www.acq.osd.mil/dpap/dars/pgi/pgi_htm/current/PGI204_71.htm#payment_instructions

SECTION H - Special Contract Requirements

H.1 DORMANT ACCOUNT REVIEW-QUARTERLY PARTICIPATION

The Dormant Account Review, Quarterly (DAR-Q) process, is the Department of Defense (DoD) requirement to increase the Department’s and NGA’s ability to use available appropriations before they expire and ensure remaining open obligations are valid and liquidated before the cancellation of the appropriation. NGA disseminates and receives DAR-Q information to and from NGA’s Industry Partners using the National Reconnaissance Office (NRO) unclassified Acquisition Research Center (ARC) website. NGA provides consolidated lists of lines of accounting for validation, of which contractor participation is mandatory.

Contractors holding NGA contracts and/or orders are required to support the NGA DAR-Q process. Each contractor must select two points of contact (POCs) to establish and maintain active accounts on the unclassified NRO ARC at https://acq.westfields.net.

https://www.acq.osd.mil/dpap/dars/pgi/pgi_htm/current/PGI204_71.htm#payment_instructions https://acq.westfields.net/

Contractor POCs use the following information to register:

1.) Full name;

2.) SSN (Optional);

3.) Unclassified email address;

4.) DUNS number; and 5.) Unclassified telephone number.

From the https://acq.westfields.net homepage, click on “Register” in the upper-right-hand corner of the page; follow the instructions, and enter the requested data. Although not required for DAR-Q compliance, POCs possessing a classified email account may enter that information during registration to also create a classified ARC account.

POCs should be aware that account activation requires the registered user to validate the account by email within 24 hours of registration. Questions or problems related to the website or the registration process should be directed to the unclassified Acquisition Center of Excellence (ACE) Help IT Desk at 703-230-6300 or acehelpdesk@westfields.net.

NGA will conduct quarterly DAR-Q reviews in accordance with the DoD Financial Management Regulations (FMR). Contractors with dormant Unliquidated Obligations appearing on any specific quarterly DAR-Q review will be notified via the NRO ARC. Once notified, contractor POCs are required to validate and upload the contractors’ responses, including supporting documentation, to the NRO ARC by the due date set forth in the relevant timelines outlined by NGA and the FMR.

H.2 Special Contract Requirements

KEY PERSONNEL CLAUSE

(a) The Contractor shall assign to perform this contract those persons whose resumes were submitted with its proposal and who are identified below or in the Contractor's proposal as Key Personnel. No substitutions of these Key Personnel shall be made except in accordance with this clause.

(b) The Contractor agrees that during the first twelve months of contract performance, no key personnel substitutions will be made unless necessitated by an individual's sudden illness, death, or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting Officer and provide the information required by paragraph (d) below on the proposed replacement for Government approval.

(c) After the initial twelve-month period, the Contractor must obtain Government approval of the substitution prior to removing the approved Key Personnel from performance. All proposed substitutions/additions must be submitted, in writing, to the Contracting Officer at least 30 days (60 days if security clearances are involved) in advance of the proposed substitution and provide the information required by paragraph (d) below.

(d) All requests for substitutions/additions must include a detailed explanation of the circumstances necessitating the proposed substitution or addition, a complete resume for the proposed substitute or addition including skills, experience, education, training, and security level. As determined by the Contracting Officer, all proposed substitutes/additions must have qualifications that meet or exceed the qualifications of the person to be replaced.

(e) The Contracting Officer or his authorized representatives will evaluate the request(s) and the Contracting Officer will notify the Contractor, in writing, of approval or disapproval. Disapproval of the proposed individual(s) shall not provide grounds for nonperformance by the Contractor or form the basis of any claim for monies, delivery schedule extension, or any other equitable adjustment.

(f) The personnel set forth as proposed by the Contractor as identified in the Contractor's proposals as Key Personnel, comprise the list of Key Personnel required to perform under these contracts. The list may be modified in accordance with the above, to substitute or add personnel:

• Insert Name - Principal Investigator https://acq.westfields.net/

• Insert Name - Program Manager

Failure to comply with the above throughout the life of this contract may result in a poor past performance survey in this area.

(End of Clause)

SECTION I - Contract Clauses

I.1 Contract Clauses

I.2 52.202-1 DEFINITIONS. (JUN 2020)

I.3 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

I.4 252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE. (DEC 1991)

I.5 252.215-7002 COST ESTIMATING SYSTEM REQUIREMENTS. (JAN 2025)

I.6 252.227-7013 RIGHTS IN TECHNICAL DATA-OTHER THAN COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (AUG 2025)

Technical data to be furnished with restrictions1

Basis for assertion2 Asserted rights category3 Name of person asserting restrictions4

[(LIST)] [(LIST)] [(LIST)] [(LIST)]

The Government's rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Contract Number [[Insert contract number]], License Number [[Insert license identifier]]. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings.

I.7 252.227-7015 TECHNICAL DATA-COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES. (JAN 2025)

I.8 252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION. (JAN 2025)

I.9 252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED

INFORMATION MARKED WITH RESTRICTIVE LEGENDS. (JAN 2025)

I.10 252.227-7027 DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE. (APR

1988)

I.11 252.227-7030 TECHNICAL DATA - WITHHOLDING OF PAYMENT. (MAR 2000)

I.12 252.227-7037 VALIDATION OF ASSERTED RESTRICTIONS ON TECHNICAL DATA. (JAN 2025)

I.13 252.242-7004 MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM. (JAN 2025)

I.14 252.242-7005 CONTRACTOR BUSINESS SYSTEMS. (JAN 2025)

I.15 252.242-7006 ACCOUNTING SYSTEM ADMINISTRATION. (JAN 2025)

I.16 252.244-7000 SUBCONTRACTS FOR COMMERCIAL PRODUCTS OR COMMERCIAL SERVICES.

(NOV 2023)

I.17 252.244-7001 CONTRACTOR PURCHASING SYSTEM ADMINISTRATION. (JAN 2025)

I.18 252.245-7000 GOVERNMENT-FURNISHED MAPPING, CHARTING, AND GEODESY PROPERTY. (APR 2012)

I.19 252.245-7003 CONTRACTOR PROPERTY MANAGEMENT SYSTEM ADMINISTRATION. (JAN 2025)

I.20 52.215-12 (DEVIATION 2022-O0001) SUBCONTRACTOR CERTIFIED COST OR PRICING DATA

(DEVIATION 2022-O0001) (OCT 2021)

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

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

(c) In each subcontract that, when entered into, exceeds $2 million, the Contractor shall insert either—

(1) The substance of this clause, including this paragraph (c), if paragraph (a) of this clause requires submission of certified cost or pricing data for the subcontract; or

(2) The substance of the clause at 52.215-13, Subcontractor Certified Cost or Pricing Data—Modifications

(DEVIATION 2022-O0001).

(End of clause)

I.21 52.215-11 (DEVIATION 2022-O0001) PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR

PRICING DATA--MODIFICATIONS (DEVIATION 2022-O0001) (OCT 2021)

(a) This clause shall become operative only for any modification to this contract involving a pricing adjustment expected to exceed $2 million on the date of execution of the modification, except that this clause does not apply to any modification if an exception under Federal Acquisition Regulation (FAR) 15.403-1(b) applies.

(b) If any price, including profit or fee, negotiated in connection with any modification under this clause, or any cost reimbursable under this contract, was increased by any significant amount because—

(1) The Contractor or a subcontractor furnished certified cost or pricing data that were not complete, accurate, and current as certified in its Certificate of Current Cost or Pricing Data;

(2) A subcontractor or prospective subcontractor furnished the Contractor certified cost or pricing data that were not complete, accurate, and current as certified in the Contractor’s Certificate of Current Cost or Pricing Data; or

(3) Any of these parties furnished data of any description that were not accurate, the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction. This right to a price reduction is limited to that resulting from defects in data relating to modifications for which this clause becomes operative under paragraph

(a) of this clause.

(c) Any reduction in the contract price under paragraph (b) of this clause due to defective data from a prospective subcontractor that was not subsequently awarded the subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which—

(1) The actual subcontract price; or

(2) The actual cost to the Contractor, if there was no subcontract awarded, was less than the prospective subcontract cost estimate submitted by the Contractor; provided, that the actual subcontract price was not itself affected by defective certified cost or pricing data.

(d)(1) If the Contracting Officer determines under paragraph (b) of this clause that a price or cost reduction should be made, the Contractor agrees not to raise the following matters as a defense:

(i) The Contractor or subcontractor was a sole source supplier or otherwise was in a superior bargaining position and thus the price of the contract would not have been modified even if accurate, complete, and current certified cost or pricing data had been submitted.

(ii) The Contracting Officer should have known that the certified cost or pricing data in issue were defective even though the Contractor or subcontractor took no affirmative action to bring the character of the data to the attention of the Contracting Officer.

(iii) The contract was based on an agreement about the total cost of the contract and there was no agreement about the cost of each item procured under the contract.

(iv) The Contractor or subcontractor did not submit a Certificate of Current Cost or Pricing Data.

(2)(i) Except as prohibited by subdivision (d)(2)(ii) of this clause, an offset in an amount determined appropriate by the Contracting Officer based upon the facts shall be allowed against the amount of a contract price reduction if—

(A) The Contractor certifies to the Contracting Officer that, to the best of the Contractor’s knowledge and belief, the Contractor is entitled to the offset in the amount requested; and

(B) The Contractor proves that the certified cost or pricing data were available before the “as of” date specified on its Certificate of Current Cost or Pricing Data, and that the data were not submitted before such date.

(ii) An offset shall not be allowed if—

(A) The understated data were known by the Contractor to be understated before the “as of” date specified on its Certificate of Current Cost or Pricing Data; or

(B) The Government proves that the facts demonstrate that the contract price would not have increased in the amount to be offset even if the available data had been submitted before the “as of” date specified on its Certificate of Current Cost or Pricing Data.

(e) If any reduction in the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, the Contractor shall be liable to and shall pay the United States at the time such overpayment is repaid—

(1) Interest compounded daily, as required by 26 U.S.C. 6622, on the amount of such overpayment to be computed from the date(s) of overpayment to the Contractor to the date the Government is repaid by the Contractor at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C.

6621(a)(2); and

(2) A penalty equal to the amount of the overpayment, if the Contractor or subcontractor knowingly submitted certified cost or pricing data that were incomplete, inaccurate, or noncurrent.

(End of clause)

I.22 5X252.204-7000-90 PUBLIC RELEASE OF INFORMATION (MAR 2023)

(a) Except as provided in paragraph (b) of this clause, information pertaining to this contract shall not be released to the public unless authorized by the Contracting Officer in accordance with DFARS 252.204-7000, Disclosure of Information. Requests for approval to release information pertaining to this contract (other than past performance) shall be submitted to the Contracting Officer by means of NGA Form 5230-1, National Geospatial-Intelligence Agency Request for Clearance for Public Release.

(b) The contractor may provide past performance information regarding this contract, without completing an NGA Form 5230-1 and without Contracting Officer approval when submission of such information is to the Office of the Director of National Intelligence (ODNI), the Central Intelligence Agency (CIA), the National Reconnaissance Office (NRO), the National Security Agency (NSA), the Defense Intelligence Agency (DIA), and NGA to support source selections at those agencies. The contractor is responsible for the proper classification and handling of such information and shall provide a copy of the information submitted to other agencies to the Contracting Officer.

(End of clause)

I.23 5X52.219-9002 SMALL BUSINESS GOAL (NOV 2013)

(a) The magnitude of this contract may require businesses to team, partner, and/or subcontract with other business concerns large and small. The Government has set a small business subcontracting goal of [ ] % of total contract dollars. All large business contractors will be expected to meet and maintain their approved subcontracting goals through the life of the contract in accordance with applicable statutory and regulatory requirements.

(b) Data regarding each large business contractor's small business subcontractor performance shall be provided as follows:

(1) After contract award, large business contractors shall submit data (See paragraph (2)) that identifies the small business subcontractors and work that has been awarded to them in accordance with FAR Part 52.219-9(d)(10)(ii).

(2) The NGA Program Small Business Performance slide (see template in NARI Part 5X53 - Forms) in Section J or commercial contract equivalent shall be submitted during the Program Management Review and based on the approved small business subcontracting plan that is a material requirement of this contract.

(End of Clause)

I.24 5X52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL AND INITIALS (JUN 2006)

(a) As provide in 10 U.S.C. Section 425, no person may, except with the written permission of both the Secretary of Defense and the Director of National Intelligence, knowingly use the words "National Geospatial-Intelligence Agency", "National Imagery and Mapping Agency", or "Defense Mapping Agency," the initials "NGA", "NIMA", or "DMA," the seal of National Geospatial-Intelligence Agency, National Imagery and Mapping Agency, or the Defense Mapping Agency, or any colorable imitation of such words, initials, or seal in connection with any merchandise, retail product, impersonation, solicitation, or commercial activity in a manner reasonably calculated to convey the impression that such use is approved, endorsed, or authorized by the Secretary of Defense and the DNI.

(b) Whenever it appears to the U.S. Attorney General that any person is engaged or about to engage in an act or practice which constitutes or will constitute conduct prohibited by paragraph (a), the Attorney General may initiate a civil proceeding in a district court of the United States to enjoin such act or practice. Such court shall proceed as soon as practicable to hearing and determination of such action and may, at any time before final determination, enter restraining orders or prohibitions, or take such other action as is warranted, to prevent injury to the United States, or to any person or class of persons for whose protection the action is brought.

(End of Clause)

I.25 5X52.227-9001 ACTIVITIES THAT AFFECT U.S. PERSONS (NOV 2016)

This contract is sponsored by the National Geospatial-Intelligence Agency. All work and services to be performed hereunder shall be in strict compliance with procedures set forth in DoDM 5240.01.

(End of Clause)

I.26 5X52.235-9001 COMPTROLLER GENERAL ACCESS TO RECORDS (JUL 2001)

The Comptroller General, at its discretion, shall have access to and the right to examine records of any party to this agreement or any entity that participates in the performance of this agreement that directly pertains to, and involved transactions relating to, the agreement.

Excepted from this requirement is any party to this agreement or any entity that participates in the performance of the agreement, or any subordinate element of such party or entity, that has not entered into any other agreement (contract, grant, cooperative agreement, or "other transaction") that provides for audit access by a government entity in the year prior to the date of the agreement.

This clause shall not be construed to require any party or entity, or any subordinate element of such party or entity that participates in the performance of the agreement, to create or maintain any record that is not otherwise maintained in the ordinary course of business or pursuant to a provision of law.

The Comptroller General shall have access to these records until three years after the date the final payment is made by the United States.

The recipient of the agreement shall flow down this provision to any entity that participates in the performance of the agreement.

Local Prescription:

1. All Agreement Officers shall include the enclosed clause that provides access by the Comptroller General to records that directly pertain to other transactions for prototype solicitations and agreements awarded under the authority of 10 U.S.C. 2371. This clause is required only for those agreements in which the total government payments are in excess of $5,000,000.

2. However, if a contractor or member of a consortium being awarded the other transaction for prototype agreement has not entered into a contract, grant, cooperative agreement or other transaction agreement that contains such an audit clause within the year prior to the date of the prototype agreement, there is no requirement for the audit clause.

3. This requirement may be waived by the head of the contracting activity if it is determined that it would not be in the public interest to apply the requirement to the agreement. If the requirement is waived, a notification must be transmitted to the Committees on Armed Services of the Senate and the House Representatives, the Comptroller General, and the Director, Defense Procurement prior to execution of the agreement.

4. The Agreement Officer must notify the head of the contracting activity of any situations in which (a) companies refuse to enter into agreements as a result of the inclusion of the subject clause) or (b) the clause restricted NIMA's access to companies that typically do not do business with the Department of Defense.

(End of Clause)

I.27 5X52.37-9000 CONTRACTOR EMPLOYEE DATA FOR ACCESS TO NGA FACILITIES OR SENSITIVE

SYSTEMS (OCT 2005)

1. This clause defines the contractor's responsibilities for providing accurate contractor data, and providing updates to that data, for NGA's Human Capital Management System (HCMS). NGA requires that all contractors provide initial and timely updates to HCMS data for all personnel performing under this contract who have access to NGA facilities or sensitive systems, as determined by the contracting officer.

2. The Contractor shall:

a. Provide the Contracting Officers Representative (COR) a Point of Contact (POC) for providing and maintaining contractor personnel data for the HCMS database. The POC shall be provided to the COR, in writing, within 10 days of contract award (or modification inserting this clause). For contracts with an on-site Project Lead or Program Manager, this person shall serve as the POC.

b. Provide the COR initial HCMS data for their personnel within 10 days of contract award or modification. The information that is to be provided for HCMS shall include: persons full legal name, social security number, citizenship status, NGA contract number, prime contractor name, NGA location and organization where the person will be working, and a 24/7 emergency contact point for the contractor.

c. Notify the COR of all contractor data changes within 10 days of the change. Changes include new or departing contractor personnel and any change to information provided in paragraph b above. If the contract number under which a contractor or its personnel work changes, the POC for the contract receiving the personnel shall notify the COR within 10 days of the change.

d. Provide response to all inquiries made by NGA as to the validity and completeness of contractor data records in the HCMS database within two weeks of date of request.

e. Ensure all employees attend in-processing and out-processing briefings.

(End of Clause)

I.28 5X52.237-9001 CONTRACTOR IDENTIFICATION (JAN 2012)

The contractor shall ensure that contractor personnel, including their sub-contractor personnel, identify themselves as contractor personnel, by introducing themselves or being introduced as contractor personnel when:

(1) attending meetings with Government personnel or contractors performing under a contract awarded to support NGA requirements,

(2) answering government telephones,

(3) providing any type of written or electronic mail correspondence, and

(4) working in any other situation where their actions could be construed as an official Government act or representation of the Government.

The contractor shall ensure that contractor personnel possess and properly display Government-issued identification badges when on NGA property or when attending NGA meetings not located on NGA property.

The contractor will ensure that contractor personnel, when performing in a contractor capacity, refrain from using their retired or reserve component military rank or title in all written and verbal communications.

The Government may include the results of the contractor's ability to adhere to this clause in quality assurance surveillance plans and award fee plans as part of the overall administration of this contract.

(End of Clause)

I.29 5X52.239-9001 GEOINT STANDARDS AND PROFILE IMPLEMENTATION/COMPLIANCE FOR A NEW

PROGRAM (HEREAFTER REFERRED TO AS NPX) (DEC 2011)

(a) The Contractor shall engage in a collaborative/iterative process with NGA [specifically the National Center for Geospatial Intelligence Standards (NCGIS) and the NGA Architecture and Standards Board's (NASB) Integrated Architecture Working Group (IAWG)], to identify and assess standards selected from NSG Enterprise Architecture Standards Views (StdV-1 and StdV-2) in order to implement mandated standards through the use of Capability Standards Profiles (CSP) for the specific GEOINT capability being delivered.

(b) The Contractor shall review NSG StdV-1 and StdV-2 updates for new and emerging standards annually, in accordance with DOD IT Standards Registry (DISR)/IC Standards Registry (ICSR) mandated baselines, which may impact the NPX CSP. This assessment shall include cost data, interoperability factors and developer recommendations which will be provided during scheduled program reviews established by Program Management.

(c) The Contractor shall use, reuse and/or extend existing mandated or emerging GEOINT standards and profiles where such use/reuse benefits interoperability and supports cost, schedule, and performance measures. Only where existing standards fail to meet a specific functionality supporting the program's desired capability may the Contractor recommend alternative standards to be followed in the NPX CSP design. These recommendations will include supporting rationale, drawing on the contractor's knowledge of applicable industry standards, other standards cited in the DISR, ICSR/IC Enterprise Registry and Repository (ER2), or evolving/emerging community standards.

(d) The Contractor shall submit waivers through the Program Manager to the NASB when selecting/implementing standards inconsistent with NGA's StdV-1 and/or those prescribed in DISR/ICSR/ER2, and may be required to brief the government regarding the use of non-StdV-1 standards if they are necessary to satisfy NPX capability and functionality.

(e) The Contractor shall provide the Government access to the CSPs and required architecture views, and present status of CSP and standards conformance at Government readiness reviews if requested.

(f) The Contractor shall obtain Government approval for changes to the NPX CSP. At a minimum, approval shall come from the Program Office/NCCB and the NASB for impacts to the Architecture and NSG interoperability.

(g) The Contractor shall obtain final approval from the cognizant NGA contracting officer prior to implementing NPX CSP changes that affect the requirements of the contract.

(End of Clause)

I.30 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS, DELAYED ARRIVAL OR EARLY RELEASE OF

FEDERAL EMPLOYEES (SEP 2021)

(a) The National Geospatial-Intelligence Agency observes the following days as Federal holidays:

New Year's Day - January 1st

Martin Luther King's Birthday - 3rd Monday in January

Washington's Birthday - 3rd Monday in February

Memorial Day - Last Monday in May

Juneteenth Independence Day - June 19th

Independence Day - July 4th

Labor Day - 1st Monday in September

Columbus Day - 2nd Monday in October

Veterans Day - November 11th

Thanksgiving Day - 4th Thursday in November

Christmas Day - December 25th

Inauguration Day - January 20th of each fourth year after 1965

Washington DC - Metropolitan Area only

Any other day designated by Federal law, Executive Order, or Presidential Proclamation.

(b) Federal law (5 U.S.C. 6103) establishes the public holidays listed. Please note that most contractors work a Monday through Friday schedule. For these contractor employees, when a holiday falls on a non-workday -- Saturday or Sunday -- the holiday usually is observed on Monday (if the holiday falls on Sunday) or Friday (if the holiday falls on Saturday).

(c) Contractor personnel are not prohibited from performing work on a holiday, unless the labor category is not authorized to work as negotiated in the contract. The following list identifies the labor categories that are not authorized to perform work on a holiday based on negotiated terms. Labor categories included on this list are expected to complete their workday as scheduled when NGA government employees are authorized early release prior to a holiday (e.g. two hour early release) or other such benefit that applies to NGA government employees only.

LABOR CATEGORY

[Contractor to list all Labor Categories that are considered non-essential employees]

(d)If the Contractor's personnel work on a holiday, no form of holiday, premium or differential compensation is an allowable cost under the Contract unless another clause in the Contract explicitly authorizes work on holidays and for the time period covered by the special compensation.

(e) When Federal employees working in an NGA facility are authorized a delayed arrival, released early or excused in bulk from work, the Contractor may authorize its personnel whose normal workplace is in that facility: (1) to continue working in the facility (unless prohibited by the NGA Facility Site Manager); (2) to work at alternate work locations; or (3) to refrain from performing services during that period of time; as long as any work performed does not result in the incurrence of any form of holiday, premium or differential compensation, or additional costs for alternate work locations to be reimbursed by the Government as a direct or non-nominal indirect cost. Such costs are not allowable under the Contract. Further, when services are not performed (e.g., a contractor employee takes leave) the non-working hours are not allowable as a direct charge under the Contract.

(End of clause)

I.31 5X52.242-9002 GOVERNMENT SHUTDOWN, FURLOUGH OF GOVERNMENT PERSONNEL AND

CLOSURE OF NGA FACILITIES (NOV 2018)

(a) An NGA facility may be closed down for all or a portion of a business day(s) as a result of:

1) Failure of Congress to appropriate funds, resulting in a government shutdown and furlough of government personnel;

2) Actual Continuity of Operations (COOP) or COOP training exercises;

3) Severe weather;

4) Unplanned events; or

5) Any other reason deemed appropriate by the D/NGA.

(b) In specific reference to (a) 1, and notwithstanding any other provision of the contract, contractors should continue to perform work in accordance with the terms of the contract, provided funding is available on the contract.

Unless otherwise directed by the Contracting Officer, no work shall continue in the absence of available funding on the contract. A Contracting Officer will issue specific stop-work notices to those contractors who must stop work due to the government shutdown. Once a stop-work notice is received, contractors should implement an orderly shutdown (e.g., secure files, make preparations to preserve work, etc…). Unless otherwise directed by the Contracting Officer, the stop-work order will automatically lift when Congress appropriates funds and work performance should resume provided there is funding on the contract.

(c) In specific reference to (a)2 through (a)5, the Contractor's personnel may be authorized by the cognizant Contracting Officer or Contracting Officer's Representative (COR) to work during a Government shutdown or closure as described in this clause, as long as any work performed does not result in the incurrence of any form of holiday, premium or differential compensation or additional costs for alternate work locations to be reimbursed by the Government as a direct or non-nominal indirect cost. Unless otherwise explicitly authorized by another clause, such costs are not allowable under the Contract. Further, when services are not performed (e.g., a contractor employee takes leave) the non-working hours are not allowable as a direct charge under the Contract.

(End of clause)

I.32 5X52.45.102-9000 MANAGEMENT OF NGA GOVERNMENT PROPERTY (MAR 2023)

Management of NGA Government Property

(a) Definitions

(1) NGA Accountable Property System of Record (APSR) is the enterprise system for property accountability, stewardship, and financial reporting. Contains the official records that form the basis for accountability, audit, and fiduciary reporting of accountable property. Functions as a sub-ledger to the NGA accounting system for financial reporting purposes.

(b) Contractor Responsibilities.

(1) The Contractor shall account for all accountable Government Furnished Property (GFP) in NGA APSR in accordance with DoDI 5000.64.

(2) The Contractor shall designate an Asset Custodian (AC) to manage and account for no greater than 3,000 GFP assets per AC in the NGA APSR.

(3) The Contractor shall physically inventory 100% of all accountable GFP in its possession on an annual basis based on NGA-SIOP Inventory Schedule and ensure reconciliation within the APSR.

(4) Contractors should submit their annual inventory report to SIOP, in turn for OCS to incorporate as the official GFP support record.

(5) Contractors with no access to COE/APSR shall report inventory results, asset deliveries/receipt, and asset disposal within 10 days of completion to the NGA Security and Installation Operations Office, Policy and Programs Division (SIOP) at NGA/SIOP, Mail Stop N82-SIOP, 7500 GEOINT Drive, Springfield, VA 22150 to update the

NGA APSR.

(c) Government Responsibilities.

(1) The NGA Security and Installation Operations Directorate, Installation Operations Office, Policy and Programs Division (SIOP) shall perform the property administration function identified in FAR 42.302(a)(27).

(2) The Government shall provide instruction on the use of the NGA APSR.

(3) The Government shall designate a Program Asset Manager to perform receipt and acceptance on behalf of the Government for property managed in the NGA APSR.

(End of Clause)

I.33 5X52.45.592-9000 GOVERNMENT-FURNISHED LIMITED DISTRIBUTION MATERIALS (JUN 2004)

(a) Definition - LIMITED DISTRIBUTION (LIMDIS) materials mean any unclassified geospatial information and data or imagery distributed by or created by the National Geospatial-Intelligence Agency, as well as materials derived from National Geospatial-Intelligence Agency information and data, that is marked or labeled as "LIMITED DISTRIBUTION" or "LIMDIS".

(b) Geospatial information and data or imagery identified as being "LIMITED DISTRIBUTION" are protected from public disclosure pursuant to Title 10, United States Code, Section 455. The Government may provide LIMITED DISTRIBUTION materials to the Contractor (or Subcontractor) for use in the performance of this contract.

(c) In addition to the restrictions and obligations contained in the clause at DFARS 252.245-7000, "Government- Furnished Mapping, Charting, and Geodesy Property (April 2012)," the Contractor (or Subcontractor) shall:

(1) Grant access to LIMDIS materials to only those individuals having a need for access in the performance of this contract. In furtherance of this requirement, the contractor shall:

a. Prohibit storage of LIMDIS materials on systems accessible by other individuals who do not require such access.

b. Ensure that LIMDIS materials are not used to either demonstrate products or capabilities outside the scope of the contract or as a marketing tool.

c. Ensure that LIMDIS materials are not used to create other products or derivative products.

d. Prohibit the processing or transmission of LIMDIS materials on unencrypted or unsecured systems accessible by the public such as the World Wide Web.

e. Ensure that LIMDIS materials are not displayed or made otherwise accessible to the public.

f. Ensure that LIMDIS materials are not…