Solicitation - FA702222R0006.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 7900)

RATING PAGE OF PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

CODE7. ISSUED BY 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 furnishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in until local time

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

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. PAGE(S)DESCRIPTION

A B C D E F G H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECS./WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

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 set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS(%)

DATEAMENDMENT NO.AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

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 OPEN COMPETITION:

10 U.S.C. 2304 (c) ( )41 U.S.C. 3304(a)

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 6/2014)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

SEALED BID (IFB)

NEGOTIATED (RFP)

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

Created On: 13 Sep 2022, 02:12 PM Central Standard Time

Section A - Solicitation/Contract Form

Operational System Employment & Execution (OSEE) II

Proposal Identifier: FA702222R0006 Date: 13 Sep 2022

Section B - Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service Qty Unit Unit Price

Amount

Labor (O&M) Contractor shall provide all labor, management and support needed to meet the requirements as stated in the Performance Work Statement

(PWS).

The Contractor shall bill this CLIN and the funded subCLINs affiliated.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Firm Fixed Price

60 Months

Labor (R&D) Contractor shall provide all labor, management and support needed to meet the requirements as stated in the Performance Work Statement

(PWS).

The Contractor shall bill this CLIN and the funded subCLINs affiliated.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Cost Plus Fixed Fee

60 Lot

Travel and ODC Contractor shall provide all travel and travel related support needed to meet the requirements as stated in the Performance Work Statement

(PWS).

The Contractor shall bill this CLIN and the funded subCLINs affiliated for all Travel.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Cost No Fee

60 Lot

Data Deliverables Contractor shall provide all labor, management, and support needed to deliver the data requirements as stated in the PWS. This CLIN is Not Separately Priced (NSP) and the contractor shall bill the appropriate CLIN /subCLIN.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Firm Fixed Price

60 Lot

Option Line Item

Labor (O&M) Contractor shall provide all labor, management and support needed to meet the requirements as stated in the Performance Work Statement

(PWS).

The Contractor shall bill this CLIN and the funded subCLINs affiliated.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Firm Fixed Price

24 Months

Labor (R&D)

Option Line Item

Contractor shall provide all labor, management and support needed to meet the requirements as stated in the Performance Work Statement

(PWS).

The Contractor shall bill this CLIN and the funded subCLINs affiliated.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Cost Plus Fixed Fee

24 Lot

Option Line Item

Travel and ODC Contractor shall provide all travel and travel related support needed to meet the requirements as stated in the Performance Work Statement

(PWS).

The Contractor shall bill this CLIN and the funded subCLINs affiliated for all Travel.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Cost No Fee

24 Lot

Option Line Item

Data Deliverables Contractor shall provide all labor, management, and support needed to deliver the data requirements as stated in the PWS. This CLIN is Not Separately Priced (NSP) and the contractor shall bill the appropriate CLIN /subCLIN.

Product Service Code: R425 Claimant Program Code: S1 Pricing Arrangement: Firm Fixed Price

24 Lot

Section C - Description/Specifications/Statement of Work

Requirements Non-personal services to provide OSEE 2 Support. The following documents constitute the work description and specifications to define the requirements for performance under this contract: Performance Work Statement (PWS) and all other exhibits and attachments identified in Section J.

Section D - Packaging and Marking

Section E - Inspection and Acceptance

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.246-4 Inspection of Services-Fixed-Price. Aug 1996 52.246-5 Inspection of Services-Cost-Reimbursement. Apr 1984 52.246-8 Inspection of Research and Development-Cost-Reimbursement. May 2001 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: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Inspection and Acceptance Location

Both Destination Instructions: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Inspection and Acceptance Location

Both Destination Instructions: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Inspection and Acceptance Location

Both Destination Instructions: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry

Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: N/A

DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil

Section F - Deliveries or Performance

Overall Contract Delivery Period

Contractor Destination

Line Item Delivery Schedule QTY Address and POC

Delivery Period From 01 Nov 2023 to 31 Oct 2028

Period of Performance From 01 Nov 2023 To 31 Oct 2028

60 Months Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Delivery Period From 01 Nov 2023 to 31 Oct 2028

Period of Performance From 01 Nov 2023 To 31 Oct 2028

60 Lot Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Delivery Period From 01 Nov 2023 to 31 Oct 2028

60 Lot Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry

Period of Performance From 01 Nov 2023 To 31 Oct 2028

Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Delivery Period From 01 Nov 2023 to 31 Oct 2028

Period of Performance From 01 Nov 2023 To 31 Oct 2028

60 Lot Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Option Line Item

Delivery Period From 01 Nov 2028 to 31 Oct 2030

Period of Performance From 01 Nov 2028 To 31 Oct 2030

24 Months Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Option Line Item

Delivery Period From 01 Nov 2028 to 31 Oct 2030

Period of Performance From 01 Nov 2028

24 Lot Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil

To 31 Oct 2030

Option Line Item

Delivery Period From 01 Nov 2028 to 31 Oct 2030

Period of Performance From 01 Nov 2028 To 31 Oct 2030

24 Lot Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

Option Line Item

Delivery Period From 01 Nov 2028 to 01 Oct 2030

Period of Performance From 01 Nov 2028 To 31 Oct 2030

24 Lot Place of Performance DoDAAC: F3KTK8 CountryCode: USA

F3KTK8 USAF SDA

AF NO MILSBILLS PROC CP 321494102

1020 SOUTH PATRICK DRIVE

PATRICK AFB, FL 32925-3516

UNITED STATES

Laurie Henry Email: laurie.henry@us.af.mil Telephone: 321-494-9012

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.242-15 Alternate I Stop-Work Order. - (Alternate I) Aug 1989 52.242-15 Stop-Work Order. Aug 1989 52.247-34 F.o.b. Destination. Nov 1991

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.247-7023 Transportation of Supplies by Sea. Feb 2019

Section G - Contract Administration Data

NOTE: Funds are not presently available for this effort. No award will be made until funds are available. The Government reserves the right to cancel this effort, either before or after the closing date for receipt of proposals. In the event the Government cancels this effort, the Government has no obligation to reimburse an offeror for any costs.

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.201-7000 Contracting Officer's Representative. Dec 1991 252.204-7002 Payment for Contract Line or Subline Items Not Separately Priced. Apr 2020 252.204-7006 Billing Instructions. Oct 2005 252.231-7000 Supplemental Cost Principles Dec 1991 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. Dec 2018

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

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(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 WAWF payment instructions.

in 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.

2in1

(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 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.

(f) [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 Document routing.

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 F3KTK8

Issue By DoDAAC FA7022

Admin DoDAAC FA7022

Inspect By DoDAAC F3KTK8

Ship To Code ____

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) F3KTK8

Service Acceptor (DoDAAC) F3KTK8

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.

laurie.henry@us.af.mil, craig.cox@us.af.mil, ian.batchelor.1@us.af.mil

(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)

Section H - Special Contract Requirements

Section I - Contract Clauses

FAR Clauses Incorporated by Reference

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

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

Jun 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. Jan 2017 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. May 2011 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. Jun 2020 52.204-13 System for Award Management Maintenance. Oct 2018 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 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. Nov 2021

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

Nov 2021

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

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. Oct 2018 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations. Nov 2015 52.210-1 Market Research. Nov 2021 52.215-2 Audit and Records-Negotiation. Jun 2020 52.215-8 Order of Precedence-Uniform Contract Format. Oct 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data. Aug 2011 52.215-12 Subcontractor Certified Cost or Pricing Data. Jun 2020

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions.

Jul 2005

52.215-19 Notification of Ownership Changes. Oct 1997 52.215-23 Limitations on Pass-Through Charges. Jun 2020 52.216-8 Fixed Fee. Jun 2011 52.216-11 Cost Contract-No Fee. Apr 1984 52.217-2 Cancellation Under Multi-year Contracts. Oct 1997 52.219-8 Utilization of Small Business Concerns. Oct 2018 52.219-9 Alternate II Small Business Subcontracting Plan. - (Alternate II) Nov 2021 52.219-9 Small Business Subcontracting Plan. Nov 2021 52.222-3 Convict Labor. Jun 2003 52.222-19 Child Labor-Cooperation with Authorities and Remedies. Jan 2022 52.222-21 Prohibition of Segregated Facilities. Apr 2015 52.222-26 Equal Opportunity. Sep 2016 52.222-35 Equal Opportunity for Veterans. Jun 2020 52.222-36 Equal Opportunity for Workers with Disabilities. Jun 2020 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 52.223-5 Pollution Prevention and Right-to-Know Information. May 2011 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. Jun 2020 52.223-19 Compliance with Environmental Management Systems. May 2011 52.224-3 Privacy Training. Jan 2017 52.224-3 Alternate I Privacy Training. - (Alternate I) Jan 2017 52.225-13 Restrictions on Certain Foreign Purchases. Feb 2021 52.229-12 Tax on Certain Foreign Procurements. Feb 2021 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) Jan 2017 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. Nov 2021 52.233-1 Disputes. May 2014 52.233-3 Protest after Award. Aug 1996 52.233-3 Alternate I Protest after Award. - (Alternate I) Aug 1996 52.233-4 Applicable Law for Breach of Contract Claim. Oct 2004 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. Apr 1984 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. Sep 2021 52.242-4 Certification of Final Indirect Costs. Jan 1997 52.242-13 Bankruptcy. Jul 1995 52.243-1 Alternate III Changes-Fixed-Price. - (Alternate III) Aug 1987 52.243-1 Alternate V Changes-Fixed-Price. - (Alternate V) Aug 1987 52.243-1 Changes-Fixed-Price. Aug 1987 52.243-2 Changes-Cost-Reimbursement. Aug 1987 52.243-2 Alternate I Changes-Cost-Reimbursement. - (Alternate I) Aug 1987 52.243-2 Alternate V Changes-Cost-Reimbursement. - (Alternate V) Aug 1987 52.244-5 Competition in Subcontracting. Dec 1996 52.244-6 Subcontracts for Commercial Products and Commercial Services. Jan 2022 52.245-1 Government Property. Sep 2021 52.245-1 Alternate I Government Property. (Alternate I) Sep 2021 52.245-9 Use and Charges. Apr 2012 52.246-25 Limitation of Liability-Services. Feb 1997 52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form). Apr 1984 52.249-2 Termination for Convenience of the Government (Fixed-Price). Apr 2012 52.249-4 Termination for Convenience of the Government (Services) (Short Form). Apr 1984 52.249-6 Alternate IV Termination (Cost-Reimbursement). (Alternate IV) May 2004 52.249-6 Termination (Cost-Reimbursement). May 2004 52.249-8 Default (Fixed-Price Supply and Service). Apr 1984 52.249-9 Default (Fixed-Price Research and Development). Apr 1984 52.249-14 Excusable Delays. Apr 1984

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.

Dec 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Sep 2013 252.203-7003 Agency Office of the Inspector General. Aug 2019 252.203-7004 Display of Hotline Posters. Aug 2019 252.204-7000 Disclosure of Information. Oct 2016 252.204-7003 Control of Government Personnel Work Product. Apr 1992 252.204-7004 Antiterrorism Awareness Training for Contractors. Feb 2019

252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information.

Oct 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. Dec 2019 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. May 2016

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services.

Jan 2021

252.204-7020 NIST SP 800-171 DoD Assessment Requirements. Mar 2022 252.204-7022 Expediting Contract Closeout. May 2021 252.205-7000 Provision of Information to Cooperative Agreement Holders. Dec 1991

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism.

May 2019

252.211-7007 Reporting of Government-Furnished Property. Mar 2022 252.215-7002 Cost Estimating System Requirements. Dec 2012 252.223-7004 Drug-Free Work Force. Sep 1988 252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials. Sep 2014 252.225-7001 Buy American and Balance of Payments Program. Jun 2022 252.225-7002 Qualifying Country Sources as Subcontractors. Mar 2022 252.225-7048 Export-Controlled Items. Jun 2013

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns.

Apr 2019

252.232-7010 Levies on Contract Payments. Dec 2006

252.232-7017 Accelerating Payments to Small Business Subcontractors-Prohibition on Fees and Consideration.

Apr 2020

252.235-7011 Final Scientific or Technical Report. Dec 2019 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel. Jun 2013

252.239-7018 Supply Chain Risk. Feb 2019 252.242-7004 Material Management and Accounting System. May 2011 252.242-7006 Accounting System Administration. Feb 2012 252.243-7001 Pricing of Contract Modifications. Dec 1991 252.243-7002 Requests for Equitable Adjustment. Dec 2012 252.244-7000 Subcontracts for Commercial Items. Jan 2021 252.244-7001 Contractor Purchasing System Administration. May 2014 252.245-7002 Reporting Loss of Government Property Jan 2021 252.245-7003 Contractor Property Management System Administration Apr 2012

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 (c) Government 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 (d) any 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 (2) to the 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 (3) 30th prescribed by 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 (i) payment 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 (ii) not necessarily paid, for-

Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments (A) determined 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 (F) reimbursement 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 (ii) remaining 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 (1) the 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 (i) 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.

The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government (ii) representative and the 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 (iii) official:

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 (B) General and Administrative expenses (final indirect cost pool) accounting records (Chart of Accounts).

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

. Schedule of claimed expenses by element of cost as identified in (D) Occupancy expenses (intermediate indirect cost pool) accounting records (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 (H) schedule of 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 (J) Subcontract information 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).

Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and (K) amounts; direct 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 (O) performance, contract 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 (iv) process:

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(B) (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.

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 (D) description of 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 (E) procedures have 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 (H) subparagraph (G) of this 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 (J) made.

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 (O) amount, product or 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 (v) 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.

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

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 (5) rates for 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 (i)

Contracting 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 (e) Billing rates 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 (2) 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. 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 (i) amounts (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 (ii) under 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 (B) performance of this 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 (C) of this 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…