Solicitation - FA701423R0068 DRAFT.pdf

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NUMBER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

Created On: 25 Sep 2023, 04:00 PM Central Standard Time

Solicitation/Contract Form

Force Structure Support (FSS)

Proposal Identifier: FA701423R0068 Date: 25 Sep 2023

FA701423R0068

Supplies or Services & Prices or Costs

Additional Information/Notes

IDIQ Ceiling: $43,910.777 Dollars U.S.

Minimum Allowed: $10,000.00

Maximum Allowed: $9,000,000.00

Item Supplies/Service Estimated Quantity

Unit Unit Price Amount

Labor - Core Configuration Management (CM). Contractor shall provide all personnel and support to meet required activities covered in Section 3.5 of the Performance Work Statement, see section J.

Pricing for this CLIN shall come from the contractor's proposed Cost and Fee and shall be invoiced per following Ordering Periods:

Ordering Period 1:

From 1 February 2024 thru 30 November 2024 Ordering Period 2:

From 1 December 2024 thru 30 November 2025 Ordering Period 3:

From 1 December 2025 thru 30 November 2026 Ordering Period 4:

From 1 December 2026 thru 30 November 2027 Ordering Period 5:

From 1 December 2027 thru 30 November 2028

Product Service Code: AC13

Pricing Arrangement: Cost Plus Fixed Fee

60 Months

Labor - Software Modification & Development. Contractor shall provide all personnel and support to meet required activities covered in Section 3.4 of the Performance Work Statement, see section J.

Pricing for this CLIN shall come from the contractor's proposed Cost and Fee and shall be invoiced per following Ordering Periods:

Ordering Period 1:

From 1 February 2024 thru 30 November 2024 Ordering Period 2:

From 1 December 2024 thru 30 November 2025 Ordering Period 3:

From 1 December 2025 thru 30 November 2026 Ordering Period 4:

From 1 December 2026 thru 30 November 2027 Ordering Period 5:

From 1 December 2027 thru 30 November 2028

Product Service Code: AC13

Pricing Arrangement: Cost Plus Fixed Fee

60 Months

Labor - Research & Analytic Support (O&M). Contractor shall provide all personnel and support to meet required activities covered in Section 3.6 of the Performance Work Statement, see section J.

Pricing for this CLIN shall come from the contractor's proposed Cost and Fee and shall be invoiced per following Ordering Periods:

Ordering Period 1:

From 1 February 2024 thru 30 November 2024 Ordering Period 2:

From 1 December 2024 thru 30 November 2025 Ordering Period 3:

From 1 December 2025 thru 30 November 2026 Ordering Period 4:

From 1 December 2026 thru 30 November 2027 Ordering Period 5:

From 1 December 2027 thru 30 November 2028

Product Service Code: AC13

Pricing Arrangement: Cost Plus Fixed Fee

60 Months

Labor - Research & Analytic Support (R&D). Contractor shall provide all personnel and support to meet required activities covered in Section 3.6 of the Performance Work Statement, see section J.

Pricing for this CLIN shall come from the contractor's proposed Cost and Fee and shall be invoiced per following Ordering Periods:

Ordering Period 1:

From 1 February 2024 thru 30 November 2024 Ordering Period 2:

From 1 December 2024 thru 30 November 2025 Ordering Period 3:

From 1 December 2025 thru 30 November 2026 Ordering Period 4:

From 1 December 2026 thru 30 November 2027 Ordering Period 5:

From 1 December 2027 thru 30 November 2028

Product Service Code: AC13

Pricing Arrangement: Cost Plus Fixed Fee

60 Months

Travel - Associated with Personnel on Labor CLINs 0001 and 0003. Travel in support of PWS and IAW FTR, JTR and Standard Regulation Section 925, as applicable, with a not to exceed price of $100,000 per Ordering Period. Period of Performance shall be determined at the Task Order Level

Ordering Period 1:

From 1 December 2023 thru 30 November 2024 Ordering Period 2:

From 1 December 2024 thru 30 November 2025 Ordering Period 3:

From 1 December 2025 thru 30 November 2026 Ordering Period 4:

From 1 December 2026 thru 30 November 2027 Ordering Period 5:

From 1 December 2027 thru 30 November 2028

Product Service Code: AC13 Pricing Arrangement: Cost Reimbursement

Pricing Arrangement: Firm Fixed Price

60 Months

Travel - Associated with Personnel on Labor CLINs 0002 and 0004.

Travel Travel in support of PWS and IAW FTR, JTR and Standard Regulation Section 925, as applicable, with a not to exceed price of $100,000 per Ordering Period. Period of Performance shall be determined at the Task Order Level Ordering Period 1:

From 1 December 2023 thru 30 November 2024

Ordering Period 2:

From 1 December 2024 thru 30 November 2025 Ordering Period 3:

From 1 December 2025 thru 30 November 2026 Ordering Period 4:

From 1 December 2026 thru 30 November 2027 Ordering Period 5:

From 1 December 2027 thru 30 November 2028

Product Service Code: AC13 Pricing Arrangement: Cost Reimbursement

Pricing Arrangement: Firm Fixed Price

60 Months

TRANSITION-IN PLAN. Contractor shall provide all personnel and support to meet required activities covered in Section 3.3 of the Performance Work Statement, see section J.

Pricing Arrangement: Firm Fixed Price

1 Lot

CDRL - Data Not Separately Priced (NSP)

IAW DD1423-1

The contractor shall provide administrative data reporting in accordance with DD Form9s) 1423 as attached to the solicitation.

Pricing Arrangement: Cost No Fee

1 Each

Description/Specifications/Statement of Work

Requirements Software Development Services (SDS), in the form of development, modification, maintenance, and operation of specified Modeling and Simulation tools in support of the Requiring Activity mission requirements.

Packaging and Marking

Inspection and Acceptance

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.246-5 Inspection of Services-Cost-Reimbursement. Apr 1984 52.246-9 Inspection of Research and Development (Short Form). Apr 1984

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property. Apr 2012

Overall Contract Inspection/Acceptance Locations

Inspection and Acceptance Location

Both Destination Instructions: UEI to be determined

DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Inspection and Acceptance Location

Both Destination Instructions: UEI to be determined

DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Inspection and Acceptance Location

Both Destination Instructions: UEI to be determined

DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Inspection and Acceptance Location

Both Destination Instructions: UEI to be determined

DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Inspection and Acceptance Location

Both Destination Instructions: UEI to be determined

DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Inspection and Acceptance Location

Both Destination Instructions: UEI to be determined

DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Inspection and Acceptance Location

Both Destination Instructions: UEI to be determined

DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Deliveries or Performance

From 01 Feb 2023 to 30 Nov 2028

Contractor Destination

Line Item Delivery Schedule Estimated Quantity

Address and POC

Delivery Period From 01 Dec 2023 to 30 Nov

Period of Performance From 01 Feb 2023 To 30 Nov 2028

60 Months Place of Performance DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD

STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Delivery Period From 01 Dec 2023 to 30 Nov

Period of Performance From 01 Feb 2024 To 30 Nov 2028

60 Months Place of Performance DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD

STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Delivery Period From 01 Feb 2023 to 30 Nov

Period of Performance From

60 Months Place of Performance DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD

STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

01 Feb 2023 To 30 Nov 2028

Delivery Period From 01 Feb 2024 to 30 Nov

Period of Performance From 01 Feb 2024 To 30 Nov 2028

60 Months Place of Performance DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD

STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Delivery Period From 01 Feb 2024 to 30 Nov

Period of Performance From 01 Feb 2024 To 30 Nov 2028

60 Months Place of Performance DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD

STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@.us.af.mil Telephone: 571-256-2120

Delivery Period From 01 Feb 2024 to 30 Nov

Period of Performance From 01 Feb 2024 To 30 Nov 2028

60 Months Place of Performance DoDAAC: FA7014 CountryCode: USA

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD

STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Delivery Period From 01 Dec 2023 to 30 Nov

1 Lot Place of Performance DoDAAC: FA7014 CountryCode: USA

Period of Performance From 01 Dec 2023 To 31 Jan 2024

FA7014 AFDW PK

ADMIN ONLY NO REQTN CP 240 612 2997, 1500 W PERIMETER RD

STE 5750

ANDREWS AFB, MD 20762-6604

UNITED STATES

Dale Johnson Email: dale.johnson.12@us.af.mil Telephone: 571-256-2120

Period of Performance From 01 Dec 2023 To 30 Nov 2028

1 Each

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.242-15 Stop-Work Order. Aug 1989 52.242-17 Government Delay of Work. Apr 1984

Contract Administration Data

Number Title Effective Date 52.213-2 Invoices. Apr 1984

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.201-7000 Contracting Officer's Representative. Dec 1991 252.204-7006 Billing Instructions-Cost Vouchers May 2023 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Tailored) Sep 2023

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) As used in this clause- Definitions.

"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) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as Electronic invoicing.

authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

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

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

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

Protocol.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF payment instructions.

WAWF for this contract or task or delivery order:

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

(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.

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(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.

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(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 financing, submit a commercial 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) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF Document routing.

when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC ____

Issue By DoDAAC _FA7014___

Admin DoDAAC FA7014____

Inspect By DoDAAC _F1AF18___

Ship To Code __F1AF18__

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) ____

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in Payment request.

accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

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

(g) WAWF point of contact.

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

(Contracting Officer: Insert applicable information or "Not applicable.")

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

(End of clause)

252.232-7007 Limitation of Government's Obligation. Apr 2014

As prescribed in 232.706-70, use the following clause:

LIMITATION OF GOVERNMENT'S OBLIGATION (APR 2014)

(a) Contract line item(s) is/are incrementally funded. For this/these item(s), the sum of $ [Contracting Officer insert after negotiations] of the total price is presently available for payment and allotted to this contract. An allotment schedule [Contracting Officer insert after negotiations] is set forth in paragraph (j) of this clause.

(b) For item(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of those item(s) for the Government's convenience, approximates the total amount currently allotted to the contract. The Contractor is not authorized to continue work on those item(s) beyond that point. The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of anything to the contrary in the clause entitled "Termination for Convenience of the Government." As used in this clause, the total amount payable by the Government in the event of termination of applicable contract line item(s) for convenience includes costs, profit, and estimated termination settlement costs for those item(s).

(c) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this clause, the Contractor will notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor's best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state (1) the estimated date when that point will be reached and (2) an estimate of additional funding, if any, needed to continue performance of applicable line items up to the next scheduled date for allotment of funds identified in paragraph (j) of this clause, or to a mutually agreed upon substitute date. The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for a subsequent period as may be specified in the allotment schedule in paragraph (j) of this clause or otherwise agreed to by the parties. If after such notification additional funds are not allotted by the date identified in the Contractor's notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not been allotted, pursuant to the clause of this contract entitled "Termination for Convenience of the Government."

(d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds. The provisions of paragraphs (b) through (d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, the Contractor incurs additional costs or is delayed in the performance of the work under this contract and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause entitled "Disputes."

(f) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a) of this clause.

(g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled "Default." The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a) of this clause. This clause no longer applies once the contract is fully funded except with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) and (e) of this clause.

(h) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled "Termination for Convenience of the Government."

(i) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C.

1342.

(j) The parties contemplate that the Government will allot funds to this contract in accordance with the following schedule:

On execution of contract $ ____

(month) (day), (year) $ ____

(month) (day), (year) $ ____

(month) (day), (year) $ ____

(End of clause)

Special Contract Requirements

Contract Clauses

Number Title Effective Date 52.202-1 Definitions. Jun 2020 52.203-3 Gratuities. Apr 1984 52.203-5 Covenant Against Contingent Fees. May 2014 52.203-6 Restrictions on Subcontractor Sales to the Government. Jun 2020 52.203-7 Anti-Kickback Procedures. Jun 2020 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. May 2014 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. May 2014 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. Jun 2020 52.203-13 Contractor Code of Business Ethics and Conduct. Nov 2021

52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009.

Jun 2010

52.203-16 Preventing Personal Conflicts of Interest. Jun 2020

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights.

Jun 2020

52.204-2 Alternate I Security Requirements. (Alternate I) Apr 1984 52.204-2 Alternate II Security Requirements. (Alternate II) Apr 1984 52.204-9 Personal Identity Verification of Contractor Personnel. Jan 2011 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. Jun 2020 52.204-13 System for Award Management Maintenance. Oct 2018 52.204-14 Service Contract Reporting Requirements. Oct 2016 52.204-15 Service Contract Reporting Requirements for Indefinite-Delivery Contracts. Oct 2016 52.204-18 Commercial and Government Entity Code Maintenance. Aug 2020 52.204-19 Incorporation by Reference of Representations and Certifications. Dec 2014

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Nov 2021

52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment.

Nov 2021

52.215-8 Order of Precedence-Uniform Contract Format. Oct 1997 52.215-23 Limitations on Pass-Through Charges. Jun 2020 52.215-23 Alternate I Limitations on Pass-Through Charges. (Alternate I) Oct 2009 52.216-8 Fixed Fee. Jun 2011 52.222-1 Notice to the Government of Labor Disputes. Feb 1997 52.222-12 Contract Termination-Debarment. May 2014 52.222-21 Prohibition of Segregated Facilities. Apr 2015 52.222-26 Equal Opportunity. Sep 2016 52.222-37 Employment Reports on Veterans. Jun 2020 52.222-50 Combating Trafficking in Persons. Nov 2021 52.222-54 Employment Eligibility Verification. May 2022 52.223-6 Drug-Free Workplace. May 2001 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. Jun 2020 52.224-3 Privacy Training. Jan 2017 52.224-3 Alternate I Privacy Training. (Alternate I) Jan 2017 52.232-17 Interest. May 2014 52.232-18 Availability of Funds. Apr 1984 52.232-20 Limitation of Cost. Apr 1984 52.232-22 Limitation of Funds. Apr 1984 52.232-23 Assignment of Claims. May 2014 52.232-25 Alternate I Prompt Payment. (Alternate I) Feb 2002 52.232-33 Payment by Electronic Funds Transfer-System for Award Management. Oct 2018 52.232-39 Unenforceability of Unauthorized Obligations. Jun 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. Mar 2023 52.233-1 Disputes. May 2014 52.233-1 Alternate I Disputes. (Alternate I) Dec 1991 52.233-3 Protest after Award. Aug 1996 52.233-3 Alternate I Protest after Award. (Alternate I) Jun 1985 52.233-4 Applicable Law for Breach of Contract Claim. Oct 2004 52.237-3 Continuity of Services. Jan 1991 52.242-1 Notice of Intent to Disallow Costs. Apr 1984 52.242-3 Penalties for Unallowable Costs. Dec 2022 52.242-13 Bankruptcy. Jul 1995 52.242-14 Suspension of Work. Apr 1984 52.243-2 Alternate I Changes-Cost-Reimbursement. (Alternate I) Apr 1984 52.243-2 Alternate V Changes-Cost-Reimbursement. (Alternate V) Apr 1984 52.243-4 Changes. Jun 2007 52.244-6 Subcontracts for Commercial Products and Commercial Services. Jun 2023

52.245-1 Government Property. Sep 2021 52.245-1 Alternate I Government Property. (Alternate I) Apr 2012 52.245-1 Alternate II Government Property. (Alternate II) Apr 2012 52.246-25 Limitation of Liability-Services. Feb 1997 52.247-21 Contractor Liability for Personal Injury and/or Property Damage. Apr 1984 52.247-28 Contractor’s Invoices. Apr 1984 52.249-4 Termination for Convenience of the Government (Services) (Short Form). Apr 1984 52.249-6 Termination (Cost-Reimbursement). May 2004 52.249-6 Alternate I Termination (Cost-Reimbursement). (Alternate I) Sep 1996

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.203-7000 Requirements Relating to Compensation of Former DoD Officials. Sep 2011

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies.

Jan 2023

252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Dec 2022 252.203-7003 Agency Office of the Inspector General. Aug 2019 252.203-7004 Display of Hotline Posters. Jan 2023 252.204-7000 Disclosure of Information. Oct 2016 252.204-7003 Control of Government Personnel Work Product. Apr 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. Jan 2023 252.204-7020 NIST SP 800-171 DoD Assessment Requirements. Jan 2023 252.211-7007 Reporting of Government-Furnished Property. Mar 2022 252.223-7004 Drug-Free Work Force. Sep 1988 252.235-7011 Final Scientific or Technical Report. Dec 2019 252.242-7005 Contractor Business Systems. Feb 2012 252.242-7006 Accounting System Administration. Feb 2012 252.243-7002 Requests for Equitable Adjustment. Dec 2022 252.245-7002 Reporting Loss of Government Property Jan 2021

FAR Clauses Incorporated by Full Text

52.204-2 Security Requirements. Mar 2021

As prescribed in , insert the following clause:4.404(a)

SECURITY REQUIREMENTS (MAR 2021)

This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."(a)

The Contractor shall comply with-(b)

The Security Agreement DD Form441), including the (32 CFR part 117); and(1) National Industrial Security Program Operating Manual

Any revisions to that manual, notice of which has been furnished to the Contractor.(2)

If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government (c) and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any (d) reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

(End of clause)

52.216-7 Allowable Cost and Payment. Aug 2018

As prescribed in , insert the following clause:16.307(a)

ALLOWABLE COST AND PAYMENT (AUG 2018)

Invoicing. (a) The Government will make payments to the Contractor when requested as work progresses, but (except for small business (1) 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.

Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the (2) final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232- 25.

The designated payment office will make interim payments for contract financing on the [Contracting Officer insert day as prescribed by (3) ____ agency head; if not prescribed, insert "30th"] 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.

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

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 (i) for items or services purchased directly for the contract;

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

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

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

Ordinarily within 30 days of the submission of the Contractor##s payment request to the Government;(2)

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

Direct labor;(C)

Direct travel;(D)

Other direct in-house costs; and(E)

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

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

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

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

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

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

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

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

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

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

(2) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and (i) 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.

The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the (ii) Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

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

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

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

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

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

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

Facilities capital cost of money factors computation.(F)

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

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

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

. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include (J) Subcontract information 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).

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

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

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

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

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

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

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

General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p). (B) 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.

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

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

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

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

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

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

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

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

Federal and State income tax returns.(K)

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

Minutes from board of directors meetings.(M)

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

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

The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and (v) 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.

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

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

Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for (5) all years of a physically complete contract, the 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) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting (i)

Officer may-

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

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

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

. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates (e) 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-

Shall be the anticipated final rates; and(1)

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

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

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

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

Adjusted for prior overpayments or underpayments.(2)

Final payment. (h) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this (1) clause, and upon the Contractor's 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.

The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received (2) 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. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver-

An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (i) (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under (ii) this contract, except-

Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;(A)

Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this (B) contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this (C) contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

(End of clause)

52.216-18 Ordering. Aug 2020

As prescribed in , insert the following clause:16.506(a)

Ordering (Aug 2020)

Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or (a) activities designated in the Schedule. Such orders may be issued from 1 December through 30 November 2028.

All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task (b) order and this contract, the contract shall control.

A delivery order or task order is considered "issued" when-(c)

If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;(1)

If sent by fax, the Government transmits the order to the Contractor's fax number; or(2)

If sent electronically, the Government either-(3)

Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or(i)

Distributes the delivery order or task order via email to the Contractor's email address.(ii)

Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.(d)

(End of clause)

52.216-19 Order Limitations. Oct 1995

As prescribed in , insert a clause substantially the same as follows:16.506(b)

Order Limitations (Oct 1995)

. When the Government requires supplies or services covered by this contract in an amount of less than $10,000.00, the (a) Minimum order Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

. The Contractor is not obligated to honor-(b) Maximum order

Any order for a single item in excess of ;(1) ____$9,000,000

Any order for a combination of items in excess of ; or(2) ___$9,000,000

A series of orders from the same ordering office within days that together call for quantities exceeding the limitation in paragraph (b)(1) or (3) _7__

(2) of this section.

If this is a requirements contract ( includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the (c) i.e., Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in (d) paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the __7__ Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity. Oct 1995

As prescribed in , insert the following clause:16.506(e)

Indefinite Quantity (Oct 1995)

This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of (a) supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to (b) the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

Except for any limitations on…