Provisions_Clauses_BIGST BAA_HM047623BAA0001.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.2 252.204-7006 BILLING INSTRUCTIONS-COST VOUCHERS. (MAY 2023)

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:

Provisions & Clauses - BIG-ST BAA General Solicitation - HM047623BAA0001

ALTERNATE:

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 Procuring 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)

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

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.

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.

https://acq.westfields.net/ https://acq.westfields.net/

(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

• 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 52.203-3 GRATUITIES. (APR 1984)

I.4 52.203-5 COVENANT AGAINST CONTINGENT FEES. (MAY 2014)

I.5 52.203-7 ANTI-KICKBACK PROCEDURES. (JUN 2020)

I.6 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER

ACTIVITY. (MAY 2014)

I.7 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014)

I.8 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS. (JUN 2020)

I.9 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND

REINVESTMENT ACT OF 2009 (JUN 2010)

(a) The Contractor shall post notice of employees rights and remedies for whistleblower protections provided under section 1553 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act).

(b) The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts that are funded in whole or in part with Recovery Act funds.

(End of clause)

I.10 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS. (NOV 2023)

I.11 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS

OR STATEMENTS. (JAN 2017)

I.12 52.204-2 SECURITY REQUIREMENTS. (MAR 2021)

I.13 52.204-2 SECURITY REQUIREMENTS. (MAR 2021) - ALTERNATE I (APR 1984)

I.14 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER.

(MAY 2011)

I.15 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL. (JAN 2011)

I.16 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018)

I.17 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE. (AUG 2020)

I.18 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS. (DEC 2014)

I.19 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS. (NOV 2021)

I.20 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES

DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES. (NOV 2021)

I.21 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT. (NOV 2021)

I.22 52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION. (JUN 2023)

I.23 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT. (NOV 2021)

I.24 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY

MATTERS. (OCT 2018)

I.25 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS. (NOV 2015)

I.26 52.215-2 AUDIT AND RECORDS - NEGOTIATION. (JUN 2020)

I.27 52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT. (OCT 1997)

I.28 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA. (AUG 2011)

I.29 52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA -

MODIFICATIONS. (JUN 2020)

I.30 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA. (JUN 2020)

I.31 52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA - MODIFICATIONS. (JUN 2020)

I.32 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS. (OCT 2010)

I.33 52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY. (OCT 1997)

I.34 52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB)

OTHER THAN PENSIONS. (JUL 2005)

I.35 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES. (OCT 1997)

I.36 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN

CERTIFIED COST OR PRICING DATA - MODIFICATIONS. (NOV 2021)

I.37 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES. (JUN 2020)

I.38 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES. (JUN 2020) -- ALTERNATE I (OCT 2009)

I.39 52.216-7 ALLOWABLE COST AND PAYMENT. (AUG 2018)

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

I.40 52.216-7 ALLOWABLE COST AND PAYMENT. (AUG 2018) - ALTERNATE II (AUG 2012)

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

I.41 52.216-7 ALLOWABLE COST AND PAYMENT. (AUG 2018) - ALTERNATE IV (AUG 2012)

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

I.42 52.216-8 FIXED FEE. (JUN 2011)

I.43 52.216-11 COST CONTRACT - NO FEE. (APR 1984)

I.44 52.216-11 COST CONTRACT - NO FEE. (APR 1984) - ALTERNATE I (APR 1984)

I.45 52.216-12 COST-SHARING CONTRACT - NO FEE. (APR 1984)

I.46 52.216-12 COST-SHARING CONTRACT - NO FEE. (APR 1984) - ALTERNATE I (APR 1984)

I.47 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within any time before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 20days before the contract expires. The preliminary notice does not commit the Government to an extension.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed [(months)(years)].

I.48 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS. (SEP 2023)

I.49 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN. (SEP 2023) - ALTERNATE III (JUN 2020)

I.50 52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN. (SEP 2021)

I.51 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION. (SEP 2023)

(1) The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code [ ] assigned to contract number [ ].

(2) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13

CFR 124.1001.

(3) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) joint venture eligible under the WOSB Program. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: [ ] .]

(5) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: [ ] .]

(6) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a veteran-owned small business concern.

(7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

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

[Contractor to sign and date and insert authorized signer's name and title.]

I.52 52.222-2 PAYMENT FOR OVERTIME PREMIUMS. (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed zero or the overtime premium is paid for work-

I.53 52.222-3 CONVICT LABOR. (JUN 2003)

I.54 52.222-21 PROHIBITION OF SEGREGATED FACILITIES. (APR 2015)

I.55 52.222-26 EQUAL OPPORTUNITY. (SEP 2016)

I.56 52.222-35 EQUAL OPPORTUNITY FOR VETERANS. (JUN 2020)

(a) Definitions. As used in this clause-

"Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at Federal Acquisition Regulation (FAR) 22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

(End of clause)

I.57 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES. (JUN 2020)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance.

Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

(End of clause)

I.58 52.222-37 EMPLOYMENT REPORTS ON VETERANS. (JUN 2020)

I.59 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS

ACT. (DEC 2010)

I.60 52.222-50 COMBATING TRAFFICKING IN PERSONS. (NOV 2021)

I.61 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION. (MAY 2022)

I.62 52.223-6 DRUG-FREE WORKPLACE. (MAY 2001)

I.63 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING.

(JUN 2020)

I.64 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. (FEB 2021)

I.65 52.227-1 AUTHORIZATION AND CONSENT. (JUN 2020) -- ALTERNATE I (APR 1984)

I.66 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT.

(JUN 2020)

I.67 52.227-10 FILING OF PATENT APPLICATIONS - CLASSIFIED SUBJECT MATTER. (DEC 2007)

I.68 52.227-11 PATENT RIGHTS-OWNERSHIP BY THE CONTRACTOR. (MAY 2014)

(j) Communications.[Complete according to agency instructions.]

I.69 52.228-7 INSURANCE - LIABILITY TO THIRD PERSONS. (MAR 1996)

I.70 52.229-3 FEDERAL, STATE, AND LOCAL TAXES. (FEB 2013)

I.71 52.230-2 COST ACCOUNTING STANDARDS. (JUN 2020)

I.72 52.230-5 COST ACCOUNTING STANDARDS - EDUCATIONAL INSTITUTION. (JUN 2020)

I.73 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS. (JUN 2010)

I.74 52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT CONTRACTS. (APR 1984)

I.75 52.232-8 DISCOUNTS FOR PROMPT PAYMENT. (FEB 2002)

I.76 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS. (APR 1984)

I.77 52.232-17 INTEREST. (MAY 2014)

I.78 52.232-20 LIMITATION OF COST. (APR 1984)

I.79 52.232-22 LIMITATION OF FUNDS. (APR 1984)

I.80 52.232-23 ASSIGNMENT OF CLAIMS. (MAY 2014)

I.81 52.232-25 PROMPT PAYMENT. (JAN 2017)

I.82 52.232-25 PROMPT PAYMENT. (JAN 2017) - ALTERNATE I (FEB 2002)

I.83 52.232-32 PERFORMANCE-BASED PAYMENTS. (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests. (1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the 30th day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (a) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments. (1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor's (i) failure to make progress or (ii) unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title. (1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract,

(2) Property, as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor shall obtain the Contracting Officer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not-

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor's records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's records and to examine and verify the Contractor's performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights. (1) No payment or vesting of title under this clause shall (i) excuse the Contractor from performance of obligations under this contract or (ii) constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause (i) shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract and (ii) shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor's request for performance-based payment. The Contractor's request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract's description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that-

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

(End of clause)

I.84 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD MANAGEMENT.

(OCT 2018)

I.85 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (JUN 2013)

I.86 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS.

(MAR 2023)

I.87 52.233-1 DISPUTES. (MAY 2014)

I.88 52.233-3 PROTEST AFTER AWARD. (AUG 1996)

I.89 52.233-3 PROTEST AFTER AWARD. (AUG 1996) - ALTERNATE I (JUN 1985)

I.90 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM. (OCT 2004)

I.91 52.239-1 PRIVACY OR SECURITY SAFEGUARDS. (AUG 1996)

I.92 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS. (APR 1984)

I.93 52.242-3 PENALTIES FOR UNALLOWABLE COSTS. (DEC 2022)

I.94 52.242-13 BANKRUPTCY. (JUL 1995)

I.95 52.243-1 CHANGES - FIXED-PRICE. (AUG 1987)

I.96 52.243-2 CHANGES - COST-REIMBURSEMENT. (AUG 1987) - ALTERNATE V (APR 1984)

I.97 52.243-3 CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS. (SEP 2000)

I.98 52.243-7 NOTIFICATION OF CHANGES. (JAN 2017)

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing promptly, within 2 (to be negotiated) calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state-

(d) Government response. The Contracting Officer shall promptly, within 5 (to be negotiated) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either-

I.99 52.244-2 SUBCONTRACTS. (JUN 2020)

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts: [ ]

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: [ ]

I.100 52.244-5 COMPETITION IN SUBCONTRACTING. (DEC 1996)

I.101 52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES. (NOV 2023)

I.102 52.245-1 GOVERNMENT PROPERTY. (SEP 2021)

I.103 52.245-1 GOVERNMENT PROPERTY. (SEP 2021) - ALTERNATE I (APR 2012)

I.104 52.245-1 GOVERNMENT PROPERTY. (SEP 2021) - ALTERNATE II (APR 2012)

I.105 52.249-1 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (SHORT

FORM). (APR 1984)

I.106 52.249-5 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (EDUCATIONAL AND

OTHER NONPROFIT INSTITUTIONS). (AUG 2016)

I.107 52.249-6 TERMINATION (COST-REIMBURSEMENT). (MAY 2004)

I.108 52.249-9 DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT). (APR 1984)

I.109 52.249-14 EXCUSABLE DELAYS. (APR 1984)

I.110 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.acquisition.gov

(End of clause)

I.111 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES. (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the date of the clause.

(b) The use in this solicitation or contract of any [insert regulation name] (48 CFR [ ]) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.

(End of clause)

I.112 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

I.113 252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE. (DEC 1991)

I.114 252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS.

(SEP 2011)

I.115 252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-

CONTRACT-RELATED FELONIES. (JAN 2023)

I.116 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (DEC

2022)

I.117 252.204-7000 DISCLOSURE OF INFORMATION. (OCT 2016)

I.118 252.204-7002 PAYMENT FOR CONTRACT LINE OR SUBLINE ITEMS NOT SEPARATELY PRICED.

(APR 2020)

I.119 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT. (APR 1992)

I.120 252.204-7004 ANTITERRORISM AWARENESS TRAINING FOR CONTRACTORS. (JAN 2023)

I.121 252.204-7009 LIMITATIONS ON THE USE OR DISCLOSURE OF THIRD-PARTY CONTRACTOR

REPORTED CYBER INCIDENT INFORMATION. (JAN 2023)

(a) Definitions. As used in this clause-

Compromise means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

https://www.acquisition.gov/

Controlled technical information means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination.

Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions.

Covered defense information means unclassified controlled technical information or other information (as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html) that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is-

(1) Marked or otherwise identified in the contract, task order, or delivery order and provided to the contractor by or on behalf of DoD in support of the performance of the contract; or

(2) Collected, developed, received, transmitted, used, or stored by or on behalf of the contractor in support of the performance of the contract.

Cyber incident means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein.

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

Media means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks, magnetic disks, large-scale integration memory chips, and printouts onto which covered defense information is recorded, stored, or printed within a covered contractor information system.

Technical information means technical data or computer software, as those terms are defined in the clause at DFARS 252.227-7013, Rights in Technical Data-Other Than Commercial Products and Commercial Services, regardless of whether or not the clause is incorporated in this solicitation or contract. Examples of technical information include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, technical orders, catalog-item identifications, data sets, studies and analyses and related information, and computer software executable code and source code.

(b) Restrictions. The Contractor agrees that the following conditions apply to any information it receives or creates in the performance of this contract that is information obtained from a third-party's reporting of a cyber incident pursuant to DFARS clause 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting (or derived from such information obtained under that clause):

(1) The Contractor shall access and use the information only for the purpose of furnishing advice or technical assistance directly to the Government in support of the Government's activities related to clause 252.204-7012, and shall not be used for any other purpose.

(2) The Contractor shall protect the information against unauthorized release or disclosure.

(3) The Contractor shall ensure that its employees are subject to use and non-disclosure obligations consistent with this clause prior to the employees being provided access to or use of the information.

(4) The third-party contractor that reported the cyber incident is…