RFP W58RGZ21R0073 DRAFT_26 Jan 2022.pdf

SOLICITATION, OFFER AND AWARD 1. This Contract Is A Rated Order Under

DPAS (15 CFR 700)

Rating Page of Pages

2. Contract Number 3. Solicitation Number 4. Type of Solicitation 5. Date Issued 6. Requisition/Purchase Number Sealed Bid (IFB) Negotiated (RFP)

7. Issued By Code 8. Address Offer To (If Other Than Item 7)

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

SOLICITATION

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in item 8, or if handcarried, in the depository located in until

(hour) local time (Date).

Caution - Late Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. For Information A. Name B. Telephone (No Collect Calls) C. E-mail Address

Call: Area Code Number Ext.

11. Table Of Contents

(X) Sec. Description Page(s) (X) Sec. Description Page(s)

Part I - The Schedule Part II - Contract Clauses A Solicitation/Contract Form I Contract Clauses

B Supplies or Services and Prices/Costs Part III - List Of Documents, Exhibits, And Other Attach.

C Description/Specs./Work Statement J List of Attachments D Packaging and Marking Part IV - Representations And Instructions E Inspection and Acceptance K Representations, Certifications, and F Deliveries or Performance Other Statements of Offerors G Contract Administration Data L Instrs., Conds., and Notices to Offerors H Special Contract Requirements M Evaluation Factors for Award

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within _____ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. Discount For Prompt Payment 10 Calendar Days (%) 20 Calendar Days (%) 30 Calendar Days (%) Calendar Days (%) (See Section I, Clause No. 52.232-8)

14. Acknowledgment of Amendments (The offeror acknowledges Amendment No. Date Amendment No. Date receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

15A. Name and Code Facility 16. Name and Title of Person Authorized to Sign Offer Address of (Type or Print) Offeror

15B. Telephone Number 15C. Check if Remittance Address is 17. Signature 18. Offer Date Area Code Number Ext. Different From Above – Enter such

Address In Schedule

AWARD (To be completed by Government)

19. Accepted As To Items Numbered 20. Amount 21. Accounting And Appropriation

22. Authority For Using Other Than Full And Open Competition: 23. Submit Invoices To Address Shown In Item 10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

24. Administered By (If other than Item 7) Code 25. Payment Will Be Made By Code

26. Name of Contracting Officer (Type or Print) 27. United States Of America 28. Award Date

(Signature of Contracting Officer) IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION Standard Form 33 (Rev. 9-97) Previous edition is unusable Prescribed By GSA-FAR (48 CFR) 53.214(c)

W58RGZ-22-R-0073

X

2022FEB1106:00pm

DOA1

SEE SCHEDULE

W58RGZ

ARMY CONTRACTING COMMAND-REDSTONE

REDSTONE ARSENAL AL 35898-5280

ANGELA L. ANDREWS

(256)929-3073

CCAM-AU-B

ANGELA.L.ANDREWS5.CIV@MAIL.MIL

1 45

X 1

X 6

X 10 X 11

X 12

X 14

X 31

X 32

X 43

X 45

DRAFT

CONTINUATION SHEET

Reference No. of Document Being Continued Page of

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SECTION A - SUPPLEMENTAL INFORMATION

Buyer Name: ANGELA L. ANDREWS

Buyer Office Symbol/Telephone Number: CCAM-AU-B/(256)929-3073

Type of Contract 1: Cost Plus Fixed Fee

Kind of Contract: Service Contracts

*** End of Narrative A0000 ***

\*\'02\'00.;\'01;\'02\'01.;\'01;\'02\'02.;\'01;\'02\'00.;\'01;\'02\'01.;\'01;\'02\'02.;\'01;\*

A-1. The United States Government (USG) hereby issues this Draft Request for Proposal (RFP) in anticipation of a Cost

Plus Fixed Fee, total Small Business set-aside and cost reimbursement Indefinite Delivery Indefinite Quantity (IDIQ) for Soldier(S)

Unmanned Aircraft Systems (UAS) Design and Development Engineering and Services contract. This requirement will provide engineering support for Group I UAS, which consists primarily of the Short-range Reconnaissance (SRR), Medium Range Reconnaissance (MRR), and

Long-Range Reconnaissance (LRR) aircrafts as well as the Handheld Ground Control Station (H-GCS).

A-2. Offerors shall submit their questions directly to Angela L. Andrews at Angela.L.Andrews5.civ@army.mil or request a password in order to post the questions to the Department of Defense Secure Access File Exchange (DoD SAFE) website. All questions are due by 5:00pm, CST on Thursday, 10 February 2022. Questions will be addressed with the official RFP which will be released on 24 February 2022.

A-4. The Government intends to award a single IDIQ contract with the individual offeror whose proposal provides Best

Value to the USG based on Source Selection Procedures under Task orders, with a base plus four (4) Option Year ordering period

IAW the PWS, Attachment 0001 - Performance Work Statement (PWS) Design ES Base, dated 11 March 2021. The USG also intends to award

Task Order 0001 entitled, "PWS Design ES Task Order 0001 dated 20 January 2022" as a result of this solicitation.

A-5. The estimated value of this IDIQ contract is $88,000,000.00. While each Task Order issued under this IDIQ contract will obligated actual funds, the total estimated maximum ceiling for this IDIQ is $88,000,000.00 and the minimum award amount is estimated at $50,000.00.

A-6. All Travel Cost, Other Direct Cost (ODC), and Shipping Cost will be reimbursed as cost reimbursable SLINs. There will be no fee or profit applied to those SLINS.

A-7. The required period of performance (POP) is a based ordering period and four (4) Ordering periods and a 6-month

Extension of Services to be awarded/exercised at the discretion of the USG IAW Attachment 0001 PWS and Attachment 0002 PWS is as follows:

a. Base requirement Fiscal Year (FY) 21 - 12 months

b. Order Period 1 - requirement FY22 - 12 months from data of option exercise (if options are exercised).

c. Order Period 2 requirement FY23 - 12 months from data of option exercise (if options are exercised).

d. Order Period 3 requirement FY24 - 12 months from data of option exercise (if options are exercised).

e. Order Period 4 requirement FY25 - 12 months from data of option exercise (if options are exercised).

f. 6-month Extension of Services - Priced 6-Month extension under FAR 52.217-8.

A-1. The United States Government (USG) hereby issues this Draft Request for Proposal (RFP) in anticipation of a Cost

Plus Fixed Fee, total Small Business set-aside and cost reimbursement Indefinite Delivery Indefinite Quantity (IDIQ) for Soldier(S)

Unmanned Aircraft Systems (UAS) Design and Development Engineering and Services contract. This requirement will provide engineering support for Group I UAS, which consists primarily of the Short-range Reconnaissance (SRR), Medium Range Reconnaissance (MRR), and

Long-Range Reconnaissance (LRR) aircrafts as well as the Handheld Ground Control Station (H-GCS).

A-2. Offerors shall submit their questions directly to Angela L. Andrews at Angela.L.Andrews5.civ@army.mil or request a password in order to post the questions to the Department of Defense Secure Access File Exchange (DoD SAFE) website. All questions are due by 5:00pm, CST on Thursday, 10 February 2022. Questions will be addressed with the official RFP which will be released on 24 February 2022.

A-4. The Government intends to award a single IDIQ contract with the individual offeror whose proposal provides Best

Value to the USG based on Source Selection Procedures under Task orders, with a base plus four (4) Option Year ordering period

IAW the PWS, Attachment 0001 - Performance Work Statement (PWS) Design ES Base, dated 11 March 2021. The USG also intends to award

Task Order 0001 entitled, "PWS Design ES Task Order 0001 dated 20 January 2022" as a result of this solicitation.

A-5. The estimated value of this IDIQ contract is $88,000,000.00. While each Task Order issued under this IDIQ contract will obligated actual funds, the total estimated maximum ceiling for this IDIQ is $88,000,000.00 and the minimum award amount is estimated at $50,000.00.

2 45

W58RGZ-22-R-0073

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

A-6. All Travel Cost, Other Direct Cost (ODC), and Shipping Cost will be reimbursed as cost reimbursable SLINs. There will be no fee or profit applied to those SLINS.

A-7. The required period of performance (POP) is a based ordering period and four (4) Ordering periods and a 6-month

Extension of Services to be awarded/exercised at the discretion of the USG IAW Attachment 0001 PWS and Attachment 0002 PWS is as follows:

a. Base requirement Fiscal Year (FY) 21 - 12 months

b. Order Period 1 - requirement FY22 - 12 months from data of option exercise (if options are exercised).

c. Order Period 2 requirement FY23 - 12 months from data of option exercise (if options are exercised).

d. Order Period 3 requirement FY24 - 12 months from data of option exercise (if options are exercised).

e. Order Period 4 requirement FY25 - 12 months from data of option exercise (if options are exercised).

f. 6-month Extension of Services - Priced 6-Month extension under FAR 52.217-8.

Ordering Period 1

CLIN____ Line Item Description_____________________ Ordering Period_______________ CLIN Type_________

0001 Design/Develop Engineering Labor 11 July 2022 to 10 July 2023 Cost Plus Fixed Fee

0002 Technical Data 11 July 2022 to 10 July 2023 NSP

0003 Travel Cost 11 July 2022 to 10 July 2023 Cost No Fee

0004 Material 11 July 2022 to 10 July 2023 Cost No Fee

0005 Other Direct Cost (ODC) 11 July 2022 to 10 July 2023 Cost No Fee

0006 Service Contract Reporting 11 July 2022 to 10 July 2023 NSP 0007 Value Engineering Change Proposals 11 July 2022 to 10 July 2023 NSP

Ordering Period 2

CLIN____ Line Item Description_____________________ Ordering Period_______________ CLIN Type_________

1001 Design/Develop Engineering Labor 11 July 2023 to 10 July 2024 Cost Plus Fixed Fee

1002 Technical Data 11 July 2023 to 10 July 2024 NSP

1003 Travel Cost 11 July 2023 to 10 July 2024 Cost No Fee

1004 Material 11 July 2023 to 10 July 2024 Cost No Fee

1005 Other Direct Cost (ODC) 11 July 2023 to 10 July 2024 Cost No Fee 1006 Service Contract Reporting 11 July 2023 to 10 July 2024 NSP

1007 Value Engineering Change Proposals 11 July 2023 to 10 July 2024 NSP

Ordering Period 3

CLIN____ Line Item Description_____________________ Ordering Period_______________ CLIN Type_________

2001 Design/Develop Engineering Labor 11 July 2024 to 10 July 2025 Cost Plus Fixed Fee

2002 Technical Data 11 July 2024 to 10 July 2025 NSP

2003 Travel Cost 11 July 2024 to 10 July 2025 Cost No Fee

2004 Material 11 July 2024 to 10 July 2025 Cost No Fee

2005 Other Direct Cost (ODC) 11 July 2024 to 10 July 2025 Cost No Fee

2006 Service Contract Reporting 11 July 2024 to 10 July 2025 NSP

2007 Value Engineering Change Proposals 11 July 2024 to 10 July 2025 NSP

Ordering Period 4

CLIN____ Line Item Description_____________________ Ordering Period_______________ CLIN Type_________

3001 Design/Develop Engineering Labor 11 July 2025 to 10 July 2026 Cost Plus Fixed Fee

3002 Technical Data 11 July 2025 to 10 July 2026 NSP

3003 Travel Cost 11 July 2025 to 10 July 2026 Cost No Fee

3004 Material 11 July 2025 to 10 July 2026 Cost No Fee

3005 Other Direct Cost (ODC) 11 July 2025 to 10 July 2026 Cost No Fee

3006 Service Contract Reporting 11 July 2025 to 10 July 2026 NSP

3007 Value Engineering Change Proposals 11 July 2025 to 10 July 2026 NSP

Ordering Period 5

CLIN____ Line Item Description_____________________ Ordering Period_______________ CLIN Type_________

4001 Design/Develop Engineering Labor 11 July 2026 to 10 July 2027 Cost Plus Fixed Fee

4002 Technical Data 11 July 2026 to 10 July 2027 NSP

4003 Travel Cost 11 July 2026 to 10 July 2027 Cost No Fee

4004 Material 11 July 2026 to 10 July 2027 Cost No Fee

4005 Other Direct Cost (ODC) 11 July 2026 to 10 July 2027 Cost No Fee

4006 Service Contract Reporting 11 July 2026 to 10 July 2027 NSP

4007 Value Engineering Change Proposals 11 July 2026 to 10 July 2027 NSP

3 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

6-Month Extension of Services

CLIN____ Line Item Description_____________________ CLIN Type_________

4001 Design/Develop Engineering Labor

4002 Technical Data

Ordering Period_______________ 11 July 2027 to 10 January 2028 Cost Plus Fixed Fee

11 July 2027 to 10 January 2028 NSP

4003 Travel Cost

4004 Material

4005 Other Direct Cost (ODC)

11 July 2027 to 10 January 2028 Cost No Fee 11 July 2027 to 10 January 2028 Cost No Fee 11 July 2027 to 10 January 2028 Cost No Fee

4006 Service Contract Reporting

4007 Value Engineering Change Proposals

11 July 2027 to 10 January 2028 NSP 11 July 2027 to 10 January 2028 NSP

A-8. Any quantities listed in Section B for the aforementioned CLINs are estimates only. The USG reserves the right to unilaterally issue delivery/task orders against any indefinite quantity CLIN under this contract as many times as necessary provided the cumulative total of the orders does not exceed the maximum total quantities from the date of contract award until the expiration date of the contract unless otherwise specified.

A-9. Within each ordering period, any un-awarded hours remaining within that ordering period may be realigned into the next ordering period at the conclusion of the current ordering period and at the rates established for the ordering period to which the hours are realigned into.

A-10. The Task Order may be awarded as cost reimbursement or fixed price type order with fee or profit percentage to be negotiated per task; type will be determined on a case by case basis.

A-11. The following documents are attached with this RFP as listed in Section J - List of Documents, Exhibits and Other

Attachments.

Exhibit A - Contract Data Requirements List (CDRL), DD Form 1423 (A000-A079), dated 16 March 2021

Attachment 0001 - Performance Work Statement (PWS) Design ES Base, dated 11 March 2021

Attachment 0002 - Performance Work Statement (PWS) Design ES Task Order 0001, dated 20 January 2022

Attachment 0003 - DSL Design ES, dated 16 March 2021

Attachment 0004 - Contract Security DD 254 Design ES, dated 16 March 2021

Attachment 0005 - Quality Assurance Surveillance Plan (QASP) Design ES Base, dated 16 March 2021

Attachment 0006 - Quality Assurance Surveillance Plan (QASP) Design ES TO 0001, dated 16 March 2021.

Attachment 0007 - Section L Design ES, dated 22 January 2022.

Attachment 0008 - Section M Design ES IDIQ, dated 18 March 2021.

Attachment 0009 - Systems Engineering Plan (SEP) Design ES, dated 05 November 2021

A-12. The USG reserves the right to award without discussions.

A-13. Funds are not presently available for this acquisition. No contract award will be made until appropriate funds are made available from which payment for contract purposes can be made.

A-8. Any quantities listed in Section B for the aforementioned CLINs are estimates only. The USG reserves the right to unilaterally issue delivery/task orders against any indefinite quantity CLIN under this contract as many times as necessary provided the cumulative total of the orders does not exceed the maximum total quantities from the date of contract award until the expiration date of the contract unless otherwise specified.

A-9. Within each ordering period, any un-awarded hours remaining within that ordering period may be realigned into the next ordering period at the conclusion of the current ordering period and at the rates established for the ordering period to which the hours are realigned into.

A-10. The Task Order may be awarded as cost reimbursement or fixed price type order with fee or profit percentage to be negotiated per task; type will be determined on a case by case basis.

A-11. The following documents are attached with this RFP as listed in Section J - List of Documents, Exhibits and Other

4 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

Attachments.

Exhibit A - Contract Data Requirements List (CDRL), DD Form 1423 (A000-A079), dated 16 March 2021

Attachment 0001 - Performance Work Statement (PWS) Design ES Base, dated 11 March 2021

Attachment 0002 - Performance Work Statement (PWS) Design ES Task Order 0001, dated 20 January 2022

Attachment 0003 - DSL Design ES, dated 16 March 2021

Attachment 0004 - Contract Security DD 254 Design ES, dated 16 March 2021

Attachment 0005 - Quality Assurance Surveillance Plan (QASP) Design ES Base, dated 16 March 2021

Attachment 0006 - Quality Assurance Surveillance Plan (QASP) Design ES TO 0001, dated 16 March 2021.

Attachment 0007 - Section L Design ES, dated 22 January 2022.

Attachment 0008 - Section M Design ES IDIQ, dated 18 March 2021.

Attachment 0009 - Systems Engineering Plan (SEP) Design ES, dated 05 November 2021

A-12. The USG reserves the right to award without discussions.

A-13. Funds are not presently available for this acquisition. No contract award will be made until appropriate funds are made available from which payment for contract purposes can be made.

*** END OF NARRATIVE A0001 ***

5 45

PIIN/SIIN

Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

0001 DESIGN/DEVELOP ENG LABOR

0001AA DESIGN/DEVELOP ENGINEERING LABOR $ ________________________________ __________________

SERVICE REQUESTED: DESIGN/DEVELOP ENG LABOR

CLIN CONTRACT TYPE:

Cost Plus Fixed Fee

As defined in the PWS the Contractor shall provide all labor, including Technical Management, required to perform all aspects of Design/Develop Engineering

Services for the following systems: RQ11B, RQ20A, TOGA and other systems as they become available.

Specific requirements will be negotiated on individual task orders. Travel Costs excluded;

charged against separate Travel CLIN.

(End of narrative B001)

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

0002 BASIC CLIN FOR EXHIBIT LINE ITEMS (ELIN) ________________________________________

A001 CONTRACT DATA REQUIREMENT LIST (CDRL) 1 LO $ ** NSP ** _____________________________________ __________________

SERVICE REQUESTED: DD FORM 1423

CLIN CONTRACT TYPE:

Firm Fixed Price

The contractor shall deliver all Contract Data

Requirement List (CDRL) IAW the CDRL instructions and

PWS. Reference CDRL List.

(End of narrative B001)

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

6 45

Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

001 1 SEE DD FORM 1423

0003 TRAVEL COST

0003AA TRAVEL COST $ ____________ __________________

SERVICE REQUESTED: TRAVEL COST

CLIN CONTRACT TYPE:

Cost No Fee

Travel to be reimbursed at actual cost with indirect costs only.

(End of narrative B001)

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

0004 MATERIAL

0004AA MATERIAL $ $ _________ ______________ __________________

COMMODITY NAME: MATERIAL

CLIN CONTRACT TYPE:

Cost No Fee

Material to be reimbursed at actual cost with indirect costs only. Material includes prototyping, test equipment, tooling etc.

(End of narrative B001)

Packaging and Marking _____________________

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

FOB POINT: Destination

7 45

Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

SHIP TO:

(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE

(SHIP-TO) WILL BE FURNISHED PRIOR

TO THE SCHEDULED DELIVERY DATE FOR

ITEMS REQUIRED UNDER THIS

REQUISITION.

0005 OTHER DIRECT COST

0005AA OTHER DIRECT COST (ODC) $ _______________________ __________________

SERVICE REQUESTED: OTHER DIRECT COST

CLIN CONTRACT TYPE:

Cost No Fee

Other Direct Cost to be reimbursed at actual cost with indirect costs only. Includes shipping costs.

(End of narrative B001)

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

0006 SERVICE CONTRACT REPORTING

0006AA SERVICE CONTRACT REPORTING LO $ ** NSP ** ___________________________ __________________

SERVICE REQUESTED: SERVICE CONTRACT REPORTING

CLIN CONTRACT TYPE:

Firm Fixed Price

Provide annual or end of period of performance report

IAW PWS instructions. Report will account for all offeror contract labor (including subcontractor labor) required for performance of this contract.

(End of narrative B001)

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

8 45

Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

0007 VALUE ENGR CHANGE PROPOSALS

0007AA VALUE ENGINEERING CHANGE PROPOSALS $ __________________________________ __________________

SERVICE REQUESTED: VALUE ENGR CHANGE PROPOSALS

CLIN CONTRACT TYPE:

Firm Fixed Price

Not Separately Priced (NSP)

(End of narrative B001)

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

9 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SECTION E - INSPECTION AND ACCEPTANCE

This document 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 these addresses:

For FAR clauses: https://www.acquisition.gov/

For DFARS clauses: https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

If the clause requires additional or unique information, then that information is provided immediately after the clause title.

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

E-1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT APR/1984

10 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SECTION F - DELIVERIES OR PERFORMANCE

This document 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 these addresses:

For FAR clauses: https://www.acquisition.gov/

For DFARS clauses: https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

If the clause requires additional or unique information, then that information is provided immediately after the clause title.

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

F-1 252.211-7007 REPORTING OF GOVERNMENT-FURNISHED PROPERTY AUG/2012

11 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SECTION G - CONTRACT ADMINISTRATION DATA

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

G-1 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS DEC/2018

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

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

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

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

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and

Receiving Reports.

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

Receiving Reports.

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

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

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

Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice

Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the

WAWF home page at https://wawf.eb.mil/ .

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

Protocol.

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

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

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

(ii) For fixed price line items--

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

TBD

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

TBD

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

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

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

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

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

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in

12 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC TBD

Issue By DoDAAC W58RGZ

Admin DoDAAC TBD

Inspect By DoDAAC TBD

Ship To Code TBD

Ship From Code TBD

Mark For Code TBD

Service Approver (DoDAAC) W58RGZ

Service Acceptor (DoDAAC) W58RGZ

Accept at Other DoDAAC TBD

LPO DoDAAC TBD

DCAA Auditor DoDAAC TBD

Other DoDAAC(s) TBD

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

Payment, as applicable.

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

(g) WAWF point of contact.

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

TBD

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

(End of clause)

13 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SECTION I - CONTRACT CLAUSES

This document 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 these addresses:

For FAR clauses: https://www.acquisition.gov/

For DFARS clauses: https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

If the clause requires additional or unique information, then that information is provided immediately after the clause title.

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

I-1 52.202-1 DEFINITIONS JUN/2020

I-2 52.203-3 GRATUITIES APR/1984

I-3 52.203-5 COVENANT AGAINST CONTINGENT FEES MAY/2014

I-4 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT JUN/2020

I-5 52.203-7 ANTI-KICKBACK PROCEDURES JUN/2020

I-6 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR MAY/2014

IMPROPER ACTIVITY

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 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS JAN/2017

OR STATEMENTS

I-10 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER MAY/2011

I-11 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS JUN/2020

I-12 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT/2018

I-13 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE AUG/2020

I-14 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES NOV/2021

DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES

I-15 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH NOV/2021

CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

I-16 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY OCT/2018

MATTERS

I-17 52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS APR/2008

I-18 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS OCT/2010

I-19 52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) JUL/2005

OTHER THAN PENSIONS

I-20 52.216-8 FIXED FEE JUN/2011

I-21 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS OCT/2018

I-22 52.222-21 PROHIBITION OF SEGREGATED FACILITIES APR/2015

I-23 52.222-26 EQUAL OPPORTUNITY SEP/2016

I-24 52.222-37 EMPLOYMENT REPORTS ON VETERANS JUN/2020

I-25 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS DEC/2010

ACT

I-26 52.222-50 COMBATING TRAFFICKING IN PERSONS NOV/2021

I-27 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION NOV/2021

I-28 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING JUN/2020

I-29 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES FEB/2021

I-30 52.227-1 AUTHORIZATION AND CONSENT JUN/2020

I-31 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT JUN/2020

I-32 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS MAR/1996

I-33 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) -- ALTERNATE I (APR 1984) APR/1984

I-34 52.232-25 PROMPT PAYMENT (JAN 2017) - ALTERNATE I (FEB 2002) FEB/2002

I-35 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUN/2013

I-36 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS NOV/2021

I-37 52.233-1 DISPUTES MAY/2014

I-38 52.233-3 PROTEST AFTER AWARD (AUG 1996) -- ALTERNATE I (JUN 1985) JUN/1985

I-39 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT/2004

I-40 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS APR/1984

I-41 52.242-3 PENALTIES FOR UNALLOWABLE COSTS SEP/2021

I-42 52.242-13 BANKRUPTCY JUL/1995

I-43 52.243-2 CHANGES - COST-REIMBURSEMENT (AUG 1987) -- ALTERNATE I (APR 1984) APR/1984

14 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

Regulatory Cite Title Date Regulatory Cite Title Date _______________ ______________________________________________________________________ ____________ _______________ ______________________________________________________________________ ____________

I-44 52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES JAN/2022

I-45 52.245-1 GOVERNMENT PROPERTY SEP/2021

I-46 52.245-9 USE AND CHARGES APR/2012

I-47 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS JUN/2003

I-48 52.249-6 TERMINATION (COST REIMBURSEMENT) MAY/2004

I-49 52.249-14 EXCUSABLE DELAYS APR/1984

I-50 52.253-1 COMPUTER GENERATED FORMS JAN/1991

I-51 252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS SEP/2011

I-52 252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT- DEC/2008

RELATED FELONIES

I-53 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS SEP/2013

I-54 252.204-7000 DISCLOSURE OF INFORMATION OCT/2016

I-55 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT APR/1992

I-56 252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING DEC/2019

I-57 252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT MAY/2016

I-58 252.204-7018 PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE TELECOMMUNICATIONS JAN/2021

EQUIPMENT OR SERVICES

I-59 252.204-7020 NIST SP 800-171 DOD ASSESSMENT REQUIREMENTS NOV/2020

I-60 252.205-7000 PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS DEC/1991

I-61 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE MAY/2019

GOVERNMENT OF A TERRORIST COUNTRY

I-62 252.222-7006 RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS DEC/2010

I-63 252.225-7048 EXPORT-CONTROLLED ITEMS JUN/2013

I-64 252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC APR/2019

ENTERPRISES, AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS

I-65 252.227-7013 RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS FEB/2014

I-66 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER FEB/2014

SOFTWARE DOCUMENTATION

I-67 252.227-7015 TECHNICAL DATA--COMMERCIAL ITEMS FEB/2014

I-68 252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION JAN/2011

I-69 252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE SEP/2016

I-70 252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED MAY/2013

INFORMATION MARKED WITH RESTRICTIVE LEGENDS

I-71 252.227-7027 DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE APR/1988

I-72 252.227-7030 TECHNICAL DATA--WITHHOLDING OF PAYMENT MAR/2000

I-73 252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA SEP/2016

I-74 252.231-7000 SUPPLEMENTAL COST PRINCIPLES DEC/1991

I-75 252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS DEC/2018

I-76 252.232-7010 LEVIES ON CONTRACT PAYMENTS DEC/2006

I-77 252.232-7017 ACCELERATING PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS--PROHIBITION APR/2020

ON FEES AND CONSIDERATION

I-78 252.237-7010 PROHIBITION ON INTERROGATION OF DETAINEES BY CONTRACTOR PERSONNEL JUN/2013

I-79 252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT DEC/2012

I-80 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS JAN/2021

I-81 252.245-7001 TAGGING, LABELING, AND MARKING OF GOVERNMENT-FURNISHED PROPERTY APR/2012

I-82 252.245-7002 REPORTING LOSS OF GOVERNMENT PROPERTY JAN/2021

I-83 252.245-7003 CONTRACTOR PROPERTY MANAGEMENT SYSTEM ADMINISTRATION APR/2012

I-84 252.245-7004 REPORTING, REUTILIZATION, AND DISPOSAL DEC/2017

I-85 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA--BASIC FEB/2019

I-86 52.216-7 ALLOWABLE COST AND PAYMENT AUG/2018

(a) Invoicing.

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal

Acquisition Regulation (FAR) Subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains

15 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the -1- day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs.

(1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of this clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term costs includes only --

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for --

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractors payment request to the Government;

(B) Materials issued from the Contractors inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check or other form of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless--

(i) The Contractors practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractors indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractors expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates.

(1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal

Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The

Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractors actual cost experience for that period. The appropriate Government

16 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the

Contractors proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General Organizational information and limitation on allowability of compensation for certain contractor personnel. See

31.205-6(p). Additional salary reference information is available at:

https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedBeforeJune24.pdf and https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedafterJune24.pdf

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).

(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).

17 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

(G) Management letter from outside CPAs concerning any internal control weaknesses.

(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K) Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.

(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify

(i) the agreed-upon final annual indirect cost rates,

(ii) the bases to which the rates apply,

(iii) the periods for which the rates apply,

(iv) any specific indirect cost items treated as direct costs in the settlement, and

(v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates.

The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may--

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates --

(1) Shall be the anticipated final rates; and

18 45

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

(2) May be prospectively or retroactively revised by mutual agreement, at either partys request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractors invoices or vouchers and statements of cost audited. Any payment may be --

(1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs; or

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment.

(1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractors compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer.