SPRRA223D0011SPRRA223F0075.pdf

PAGE 1 OF

ORDER FOR SUPPLIES OR SERVICES

1. CONTRACT PURCH ORDER/AGREEMENT NO. 2. DELIVERY ORDER/CALL NO. 3. DATE OF ORDER/CALL

(YYYYMMMDD)

4. REQUISITION/PURCH REQUEST NO. 5. PRIORITY

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than 6) CODE 8. DELIVERY FOB

DESTINATION

OTHER

(See Schedule if other)

9. CONTRACTOR CODE FACILITY 10. DELIVER TO FOB POINT BY (Date) 11. X IF BUSINESS IS

SMALL

SMALL

NAME 12. DISCOUNT TERMS DISADVANTAGED

AND

ADDRESS

WOMAN-OWNED

13. MAIL INVOICES TO THE ADDRESS IN BLOCK

14. SHIP TO CODE 15. PAYMENT WILL BE MADE BY CODE MARK ALL

PACKAGES AND

PAPERS WITH

IDENTIFICATION

NUMBERS IN

BLOCKS 1 AND 2

16. DELIVERY/

CALL THIS DELIVERY ORDER IS ISSUED ON ANOTHER GOVERNMENT AGENCY OR IN ACCORDANCE WITH AND SUBJECT TO TERMS AND CONDITIONS OF ABOVE NUMBERED CONTRACT.

TYPE

OF

ORDER

PURCHASE

Reference your Oral Written Quotation ________________________ , Dated ________________.

____________________________ furnish the following on terms specified herein.

ACCEPTANCE. THE CONTRACTOR HEREBY ACCEPTS THE OFFER REPRESENTED BY THE NUMBERED PURCHASE ORDER AS IT MAY PREVIOUSLY HAVE BEEN OR IS NOW MODIFIED, SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH, AND AGREES TO PERFORM THE SAME.

NAME OF CONTRACTOR SIGNATURE TYPED NAME AND TITLE DATE SIGNED

If this box is marked, supplier must sign Acceptance and return the following number of copies:

17. ACCOUNTING AND APPROPRIATION DATA/LOCAL USE

18. ITEM NO. 19. SCHEDULE OF SUPPLIES/SERVICE 20. QUANTITY

ORDERED/

ACCEPTED*

21.

UNIT

22. UNIT PRICE 23. AMOUNT

* If quantity accepted by the Government is 24. UNITED STATES OF AMERICA 25. TOTAL same as quantity ordered, indicate by X. 26.

If different, enter actual quantity accepted below DIFFERENCES quantity ordered and encircle. BY: CONTRACTING/ORDERING OFFICER 27a. QUANTITY IN COLUMN 20 HAS BEEN

INSPECTED RECEIVED ACCEPTED, AND CONFORMS TO CONTRACT EXCEPT AS NOTED ____________________________________________________

b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE c. DATE d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

(YYYYMMMDD) REPRESENTATIVE

e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 28. SHIP. NO. 29. D.O. VOUCHER NO. 30. INITIALS

PARTIAL

32. PAID BY 33. AMOUNT VERIFIED CORRECT FOR

f. TELEPHONE NUMBER g. E-MAIL ADDRESS

FINAL

31. PAYMENT 34. CHECK NUMBER

36. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT.

COMPLETE

a. DATE b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

PARTIAL

35. BILL OF LADING NO.

FINAL

37. RECEIVED AT 38. RECEIVED BY (Print) 39. DATE RECEIVED

40. TOTAL CON-

TAINERS

41. S/R ACCOUNT NUMBER 42. S/R VOUCHER NO.

DD FORM 1155, DEC 2001 PREVIOUS EDITION IS OBSOLETE.

SPRRA2-23-D-0011 SPRRA223F0075 2023JUN15 SEE SCHEDULE DOA2

SPRRA2

DEFENSE LOGISTICS AGENCY

5201 MARTIN ROAD/DLA-AVN-AH

REDSTONE ARSENAL AL 35898-7340

GREGORY MCCRELESS

EMAIL: GREGORY.MCCRELESS@DLA.MIL

S1002A

DCMA SOUTHEAST

3555 MAGUIRE BLVD

ORLANDO, FL 32803-3726

X

4R854

GENERAL DYNAMICS O T S (NICEVILLE), INC

GENERAL DYNAMICS ORDNANCE AND TACTICAL SYSTEMS

115 HART ST

NICEVILLE, FL 32578-8818

SEE SCHEDULE

Net 30 Days

See Block 15

SEE SCHEDULE

HQ0338

DFAS-COLUMBUS CENTER

SOUTH ENTITLEMENT OPERATIONS

P O BOX 182317

COLUMBUS OH 43218-2317

X

X 2

SEE CONTRACT ADMINISTRATION DATA

SEE SCHEDULE

JUSTINE KIRK

JUSTINE.KIRK@DLA.MIL (256)690-5424

2023JUN15 /SIGNED/ 2023JUN15

$561,050.00

CONTINUATION SHEET

Reference No. of Document Being Continued Page of

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SUPPLEMENTAL INFORMATION

Buyer Name: GREGORY MCCRELESS

Buyer Office Symbol/Telephone Number: DLA-AHCA/(256)690-5138

Type of Contract 1: Firm Fixed Price

Kind of Contract: Supply Contracts and Priced Orders

Type of Business: Large Business Performing in U.S.

Surveillance Criticality Designator: B

Weapon System: Hellfire

*** End of Narrative A0000 ***

A-1. Delivery Order (DO) SPRRA2-23-F-0075 is issued with Firm Fixed Prices and Firm Delivery Schedules pursuant to the basic Contract

SPRRA2-23-D-0011 and is subject to and incorporates by reference all terms and conditions of the basic contract.

A-2. DO SPRRA2-23-F-0075 is for the following:

CLIN: 1004AA

NOUN: PAYLOAD ASSEMBLY, C

NSN: N/A

P/N: N01308001

MFG CAGE: 4R854

QTY: 50

PRICE: $11,221.00

TOTAL PRICE: $561,050.00

A-3. This requirement is in support of Hellfire Missile System.

A-4. The following summarizes the contract maximum/ceiling and funds obligated to this delivery order:

Contract Maximum/ Ceiling: $22,136,947.90

Funds obligated to this DO: $561,050.00

A-5. Accelerated deliveries are acceptable at no additional cost to the Government.

A-6. First Article Testing (FAT) is not required.

A-7. IUID markings are required. "The DFARS Clause 252.211-7003 Item Identification and Valuation is included in section F."

A-8. Progress Payments are authorized in accordance with Clause FAR 52.232-16, Progress Payments (Deviation 2020-O0010) and as stated within the Basic contract, SPRRA2-23-D-0011.

A-9. Serial numbering may be required.

A-10. Tantalum for this Delivery Order will be Government Furnished Material.

A-11. Except as provided herein, all terms and conditions of the SPRRA2-23-D-0011 and remain unchanged and are in full force and effect.

A-12. The contractor's point of contact for this requirement is as follows:

Name: Jessica Devereaux

Phone: 850-897-8343

Email: Jessica.devereaux@gd-ots.com

A-13. The DCMA ACO points of contact for this requirement are as follows:

ACO for CAGE 4R854

Name: Joy Curry

Phone: 850-609-3680

Email: joy.p.curry.civ@mail.mil

A-14. The Contract Specialist point of contact for this requirement is as follows

Name: Greg McCreless

Phone: (256) 309-9765

Office Symbol: DLA-MSL-AHCA

Address: 5202 Martin Rd, Redstone Arsenal, AL 35898

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SPRRA2-23-D-0011/SPRRA223F0075

GENERAL DYNAMICS O T S (NICEVILLE), INC

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

Email: Gregory.mccreless@dla.mil

*** END OF NARRATIVE A0001 ***

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PIIN/SIIN

Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

SUPPLIES OR SERVICES AND PRICES/COSTS

1004 PAYLOAD ASSEMBLY, C

NSN: 9999-99-999-9999

Mfr CAGE: 4R854

Mfr Part Number: N01308001

1004AA Production Quantity 50 EA $ 11,221.00000 $ 561,050.00 ____________________ ______________ __________________

COMMODITY NAME: PAYLOAD ASSEMBLY, C

CLIN CONTRACT TYPE:

Firm Fixed Price

PRON: Y0321001Y0 PRON AMD: 01 ACRN: AA

AMS CD: 411359.00

PSC: 1115

CUSTOMER ORDER NO: MIPR3CRED21002

Issue by DoDAAC: SPRRA2

Admin DoDAAC: S1002A

Inspect by DoDAAC: SPRRA2

Mark for Code: W81MTJ

Ship to Code: W81MTJ

Accept by DoDAAC: SPRRA2

(End of narrative B001)

Packaging and Marking _____________________

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

Deliveries or Performance _________________________

DOC SUPPL

REL CD MILSTRIP ADDR SIG CD MARK FOR TP CD ______ ________ ______ ______ ________ _____

001 W80E6J315601AT W81MTJ L 1

DEL REL CD QUANTITY DEL DATE __________ ______________ ___________

001 50 30-JUN-2025

FOB POINT: Destination

SHIP TO:

(W81MTJ) PR US ARMY REDSTONE TEST CENTER

BLDG 4500

MARTIN ROAD

REDSTONE ARSENAL,AL,35898-0000

CONTRACT/DELIVERY ORDER NUMBER ______________________________

SPRRA2-23-D-0011/SPRRA223F0075

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CONTRACT ADMINISTRATION DATA

PRON/ PRON/

AMS CD/ AMS CD/

LINE MIPR/ OBLG JO NO/ OBLIGATEDLINE MIPR/ OBLG JO NO/ OBLIGATED

ITEM GFEBS ATA STAT ACCT ASSIGN ACRN AMOUNTITEM GFEBS ATA STAT ACCT ASSIGN ACRN AMOUNT_____ _________ _____ ___________ ____ _______________ _________ _____ ___________ ____ __________

1004AA Y0321001Y0 2 AA $ 561,050.00

411359.00

MIPR3CRED21002

TOTAL $ 561,050.00

OBLIGATED OBLIGATED

ACRN ACCOUNTING CLASSIFICATION AMOUNTACRN ACCOUNTING CLASSIFICATION AMOUNT____ _________________________ ______________ _________________________ __________

AA 21 3202000003222010411359.252G S23185 $ 561,050.00 __________________

TOTAL $ 561,050.00

LINELINE

ITEM ACRN EDI/SFIS ACCOUNTING CLASSIFICATIONITEM ACRN EDI/SFIS ACCOUNTING CLASSIFICATION_____ ____ _______________________________________ ____ __________________________________

1004AA AA 21 232320200000 S23185 3222010411359.00 252GMIPR3CRED21002ZD13RAS23185

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

1 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023) JAN/2023

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

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

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

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

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

Receiving Reports.

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

Receiving Reports.

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

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

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

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

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

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

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

Protocol.

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

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

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

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(ii) For fixed price line items--

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

THE CONTRACTOR IS ENCOURAGED TO USE THE COMBINATION INVOICE AND RECEIVING REPORT (COMBO) FOR SUBMITTING INVOICES FOR SUPPLIES. THIS

ELIMINATES THE NEED TO SEPARATELY PROCESS A RECEIVING REPORT AND INVOICE.

(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.

INSPECTION: DESTINATION

ACCEPTANCE: DESTINATION

(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 item financing request.

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

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

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

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 HQ0338

Issue By DoDAAC SPRRA2

Admin DoDAAC S1002A

Inspect By DoDAAC SPRRA2

Ship To Code W81MTJ

Ship From Code 4R854

Mark For Code N/A

Service Approver (DoDAAC) N/A

Service Acceptor (DoDAAC) N/A

Accept at Other DoDAAC SPRRA2

LPO DoDAAC N/A

DCAA Auditor DoDAAC N/A

Other DoDAAC(s) N/A

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

Payment, as applicable.

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

(g) WAWF point of contact.

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

JUSTINE R. KIRK OR MICHAEL ELLISON

(256)309-4556 / (256)280-6424

JUSTINE.KIRK@DLA.MIL/MICHAEL.ELLISON@DLA.MIL

DCMA ACO POINT OF CONTACT:

NAME: JOY CURRY

TELEPHONE NUMBER: (850) 609-3680

E-MAIL ADDRESS: JOY.P.CURRY.CIV@DCMA.MIL

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

(End of clause)

The TAC code is AXGE.

*** END OF NARRATIVE G0001 ***

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CONTRACT CLAUSES

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

1 52.232-16 PROGRESS PAYMENTS (MAR 2020) (DEVIATION 2020-O0010) NOV/2021

The Government will make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly, in amounts of $2,500 or more approved by the Contracting Officer, under the following conditions:

(a) Computation of amounts.

(1) Unless the Contractor requests a smaller amount, the Government will compute each progress payment as 90 percent of the Contractor's total costs incurred under this contract whether or not actually paid, plus financing payments to subcontractors (see paragraph (j) of this clause), less the sum of all previous progress payments made by the Government under this contract. The Contracting Officer will consider cost of money that would be allowable under FAR 31.205-10 as an incurred cost for progress payment purposes.

(2) The amount of financing and other payments for supplies and services purchased directly for the contract are limited to the amounts that have been paid by cash, check, or other forms of payment, or that are determined due and will be paid to subcontractors

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

(ii) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government.

(3) The Government will exclude accrued costs of Contractor contributions under employee pension plans until actually paid unless-

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

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

(4) The Contractor shall not include the following in total costs for progress payment purposes in paragraph (a)(1) of this clause:

(i) Costs that are not reasonable, allocable to this contract, and consistent with sound and generally accepted accounting principles and practices.

(ii) Costs incurred by subcontractors or suppliers.

(iii) Costs ordinarily capitalized and subject to depreciation or amortization except for the properly depreciated or amortized portion of such costs.

(iv) Payments made or amounts payable to subcontractors or suppliers, except for-

(A) Completed work, including partial deliveries, to which the Contractor has acquired title; and

(B) Work under cost-reimbursement or time-and-material subcontracts to which the Contractor has acquired title.

(5) The amount of unliquidated progress payments may exceed neither (i) the progress payments made against incomplete work (including allowable unliquidated progress payments to subcontractors) nor (ii) the value, for progress payment purposes, of the incomplete work.

Incomplete work shall be considered to be the supplies and services required by this contract, for which delivery and invoicing by the

Contractor and acceptance by the Government are incomplete.

(6) The total amount of progress payments shall not exceed 90 percent of the total contract price.

(7) If a progress payment or the unliquidated progress payments exceed the amounts permitted by subparagraphs (a)(4) or (a)(5) above, the Contractor shall repay the amount of such excess to the Government on demand.

(8) Notwithstanding any other terms of the contract, the Contractor agrees not to request progress payments in dollar amounts of less than $2,500. The Contracting Officer may make exceptions.

(9) The costs applicable to items delivered, invoiced, and accepted shall not include costs in excess of the contract price of the

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items.

(b) Liquidation. Except as provided in the Termination for Convenience of the Government clause, all progress payments shall be liquidated by deducting from any payment under this contract, other than advance or progress payments, the unliquidated progress payments, or 90 percent of the amount invoiced, whichever is less. The Contractor shall repay to the Government any amounts required by a retroactive price reduction, after computing liquidations and payments on past invoices at the reduced prices and adjusting the unliquidated progress payments accordingly. The Government reserves the right to unilaterally change from the ordinary liquidation rate to an alternate rate when deemed appropriate for proper contract financing.

(c) Reduction or suspension. The Contracting Officer may reduce or suspend progress payments, increase the rate of liquidation, or take a combination of these actions, after finding on substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (f) and (g) below).

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

(3) Inventory allocated to this contract substantially exceeds reasonable requirements.

(4) The Contractor is delinquent in payment of the costs of performing this contract in the ordinary course of business.

(5) The fair value of the undelivered work is less than the amount of unliquidated progress payments for that work.

(6) The Contractor is realizing less profit than that reflected in the establishment of any alternate liquidation rate in paragraph (b) above, and that rate is less than the progress payment rate stated in subparagraph (a)(1) above.

(d) Title.

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

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

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

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

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

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

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

(4) The Contractor may sell any scrap resulting from production under this contract without requesting the Contracting Officer's approval, but the proceeds shall be credited against the costs of performance.

(5) To acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor must obtain the Contracting Officer's advance approval of the action and the terms. The Contractor shall (i) exclude the allocable costs of the property from the costs of contract performance, and (ii) repay to the Government any amount of unliquidated progress payments allocable to the property. Repayment may be by cash or credit memorandum.

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

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

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

Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the

Government acquired title solely under this clause.

(e) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. The Contractor shall repay the Government an amount equal to the unliquidated progress payments that are based on costs allocable to property that is lost (see 45.101).

(f) Control of costs and property. The Contractor shall maintain an accounting system and controls adequate for the proper administration of this clause.

(g) Reports, forms, and access to records.

(1) The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information (including estimates to complete) reasonably requested by the Contracting Officer for the administration of this clause. Also, the Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's books, records, and accounts.

(2) The Contractor shall furnish estimates to complete that have been developed or updated within six months of the date of the progress payment request. The estimates to complete shall represent the Contractor's best estimate of total costs to complete all remaining contract work required under the contract. The estimates shall include sufficient detail to permit Government verification.

(3) Each Contractor request for progress payment shall:

(i) Be submitted on Standard Form 1443, Contractor's Request for Progress Payment, or the electronic equivalent as required by agency regulations, in accordance with the form instructions and the contract terms; and

(ii) Include any additional supporting documentation requested by the Contracting Officer.

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

(i) Reservations of rights.

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

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

(j) Financing payments to subcontractors. The financing payments to subcontractors mentioned in paragraphs (a)(1) and (a)(2) of this clause shall be all financing payments to subcontractors or divisions, if the following conditions are met:

(1) The amounts included are limited to

(i) The unliquidated remainder of financing payments made; plus

(ii) Any unpaid subcontractor requests for financing payments.

(2) The subcontract or interdivisional order is expected to involve a minimum of approximately 6 months between the beginning of work and the first delivery; or, if the subcontractor is a small business concern, 4 months.

(3) If the financing payments are in the form of progress payments, the terms of the subcontract or interdivisional order concerning progress payments

(i) Are substantially similar to the terms of this clause for any subcontractor that is a large business concern, or this clause with its Alternate I for any subcontractor that is a small business concern;

(ii) Are at least as favorable to the Government as the terms of this clause;

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(iii) Are not more favorable to the subcontractor or division than the terms of this clause are to the Contractor;

(iv) Are in conformance with the requirements of FAR 32.504(e); and

(v) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government's right to require delivery of the property to the Government if

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(4) If the financing payments are in the form of performance-based payments, the terms of the subcontract or interdivisional order concerning payments

(i) Are substantially similar to the Performance-Based Payments clause at FAR 52.232-32 and meet the criteria for, and definition of, performance-based payments in FAR Part 32;

(ii) Are in conformance with the requirements of FAR 32.504(f); and

(iii) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the

Government's right to require delivery of the property to the Government if

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(5) If the financing payments are in the form of commercial item financing payments, the terms of the subcontract or interdivisional order concerning payments

(i) Are constructed in accordance with FAR 32.206(c) and included in a subcontract for a commercial item purchase that meets the definition and standards for acquisition of commercial items in FAR Parts 2 and 12;

(ii) Are in conformance with the requirements of FAR 32.504(g); and

(iii) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the

Government's right to require delivery of the property to the Government if

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(6) If financing is in the form of progress payments, the progress payment rate in the subcontract is the customary rate used by the contracting agency, depending on whether the subcontractor is or is not a small business concern.

(7) Concerning any proceeds received by the Government for property to which title has vested in the Government under the subcontract terms, the parties agree that the proceeds shall be applied to reducing any unliquidated financing payments by the Government to the

Contractor under this contract.

(8) If no unliquidated financing payments to the Contractor remain, but there are unliquidated financing payments that the Contractor has made to any subcontractor, the Contractor shall be subrogated to all the rights the Government obtained through the terms required by this clause to be in any subcontract, as if all such rights had been assigned and transferred to the Contractor.

(9) To facilitate small business participation in subcontracting under this contract, the Contractor shall provide financing payments to small business concerns, in conformity with the standards for customary contract financing payments stated in FAR 32.113. The Contractor shall not consider the need for such financing payments as a handicap or adverse factor in the award of subcontracts.

(k) Limitations on undefinitized contract actions. Notwithstanding any other progress payment provisions in this contract, progress payments may not exceed 80 percent of costs incurred on work accomplished under undefinitized contract actions. A contract action is any action resulting in a contract, as defined in subpart 2.1, including contract modifications for additional supplies or services, but not including contract modifications that are within the scope and under the terms of the contract, such as contract modifications issued pursuant to the Changes clause, or funding and other administrative changes. This limitation shall apply to the costs incurred, as computed in accordance with paragraph (a) of this clause, and shall remain in effect until the contract action is definitized. Costs incurred which are subject to this limitation shall be segregated on Contractor progress payment requests and invoices from those costs eligible for higher progress payment rates. For purposes of progress payment liquidation, as described in paragraph (b) of this clause, 11 12

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

progress payments for undefinitized contract actions shall be liquidated at 80 percent of the amount invoiced for work performed under the undefinitized contract action as long as the contract action remains undefinitized. The amount of unliquidated progress payments for undefinitized contract actions shall not exceed 80 percent of the maximum liability of the Government under the undefinitized contract action or such lower limit specified elsewhere in the contract. Separate limits may be specified for separate actions.

(l) Due date. The designated payment office will make progress payments on the 30th day after the designated billing office receives a proper progress payment request. In the event that the Government requires an audit or other review of a specific progress 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. Progress payments are considered contract financing and are not subject to the interest penalty provisions of the Prompt Payment Act.

(m) Progress payments under indefinite-delivery contracts. The Contractor shall account for and submit progress payment requests under individual orders as if the order constituted a separate contract, unless otherwise specified in this contract.

(End of clause)

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