W31P4Q17R0041_draft_RFP_WaterMarked-DRAFT.pdf

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

DPAS (15 CFR 700)

Rating Page of Pages

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

Negotiated (RFP)

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

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

SOLICITATION

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

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

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

Call: Area Code Number Ext.

11. Table Of Contents

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

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

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

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

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

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

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

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

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

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

Address In Schedule

AWARD (To be completed by Government)

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

22. Authority For Using Other Than Full And Open Competition: 23. Submit Invoices To Address Shown In Item

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

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

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

(Signature of Contracting Officer)

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

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

W31P4Q-17-R-0041 X

DOA2

SEE SCHEDULE

W31P4Q

ARMY CONTRACTING COMMAND-REDSTONE

REDSTONE ARSENAL AL 35898-5280

LILLIAN DAVIS

(256)842-7693

CCAM-SM-A

LILLIAN.M.DAVIS.CIV@MAIL.MIL

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X 10 X 11

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DRAFT

CONTINUATION SHEET

Reference No. of Document Being Continued Page of

Name of Offeror or Contractor:

PIIN/SIIN MOD/AMD

SECTION A - SUPPLEMENTAL INFORMATION

Buyer Name: LILLIAN DAVIS

Buyer Office Symbol/Telephone Number: CCAM-SM-A/(256)842-7693

Type of Contract 1: Cost Plus Incentive Fee (Cost Based)

Kind of Contract: Research and Development Contracts

*** End of Narrative A0000 ***

A-1. This DRAFT Request for Proposal is for Governments requirement to modify the Sentinel A3 radar (AN/MPQ-64A3).

A-2. The Government hereby request responses and feedback from this DRAFT RFP and its attachments no later than 60 days from date of issuance.

A-3. The estimated period of performance will be as follows:

CLIN NOUN PERIOD OF PERFORMANCE/DELIVERY DATE____ ____ ___________________________________

0001 A4 DEVELOPMENT MAY 2019-SEPTEMBER 2025

0002 LRIP OPTION 1 1 OCTOBER 2023

0003 TRAVEL OPTION 1 MAY 2019-DECEMBER 2019

0004 FUE FIELDING/TRAINING SUPPORT OPTION 1 JANUARY 2024-SEPTEMBER 2025

0005 LRIP OPTION 2 1 OCTOBER 2024

0006 TRAVEL OPTION 2 JANUARY 2020-DECEMBER 2020

0007 TRAVEL OPTION 3 JANUARY 2021-DECEMBER 2021

0008 TRAVEL OPTION 4 JANUARY 2022-DECEMBER 2022

0009 TRAVEL OPTION 5 JANUARY 2023-DECEMBER 2023

0010 TRAVEL OPTION 6 JANUARY 2024-DECEMBER 2024

0011 TRAVEL OPTION 7 JANUARY 2025-SEPTEMBER 2025

0012 CONTRACT DATA REQUIREMENTS LIST AS REQUIRED

*** 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

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

0001 A4 DEVELOPMENT 1 EA $ $ ______________ ______________ __________________

COMMODITY NAME: A4 DEVELOPMENT

CLIN CONTRACT TYPE:

Cost Plus Incentive Fee (Cost Based)

PROGRAM YEAR: 1

1 EA= 1 LO

(End of narrative B001)

Packaging and Marking _____________________

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DOC SUPPL

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

DEL REL CD QUANTITY DEL DATE __________ ______________ ___________

001 1 30-SEP-2025

FOB POINT: Origin

SHIP TO:

(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE

(SHIP-TO) WILL BE FURNISHED PRIOR

TO THE SCHEDULED DELIVERY DATE FOR

ITEMS REQUIRED UNDER THIS

REQUISITION.

0002 LRIP OPTION 1 5 EA $ $ _____________ ______________ __________________

COMMODITY NAME: LRIP OPTION 1

CLIN CONTRACT TYPE:

Fixed Price Incentive (Successive Targets)

PROGRAM YEAR: 1

Firm Price Incentive (Firm Target)

(End of narrative B001)

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Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

Packaging and Marking _____________________

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DOC SUPPL

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

DEL REL CD QUANTITY DEL DATE __________ ______________ ___________

001 5 30-SEP-2023

FOB POINT: Origin

SHIP TO:

(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE

(SHIP-TO) WILL BE FURNISHED PRIOR

TO THE SCHEDULED DELIVERY DATE FOR

ITEMS REQUIRED UNDER THIS

REQUISITION.

Option exercise period is from 1 Oct 23 to 30 Sep 24.

(End of narrative F001)

0003 TRAVEL OPTION 1 1 LO $ _______________ __________________

SERVICE REQUESTED: TRAVEL OPTION 1

CLIN CONTRACT TYPE:

Cost No Fee

PROGRAM YEAR: 1

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 31-DEC-2019

Option exercise period is from DACA to 30 Sep 19.

(End of narrative F001)

0004 FUE FIELDING/TRAINING SUPPORT OPTION 1 1 HR $ ______________________________________ __________________

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Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

SERVICE REQUESTED: FUE FIELDING/TRAINING SUPP OP

CLIN CONTRACT TYPE:

Firm Fixed Price

PROGRAM YEAR: 5

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 30-SEP-2025

Option exercise period is from 1 Oct 23 to 30 Sep 24.

(End of narrative F001)

0005 LRIP OPTION 2 8 EA $ $ _____________ ______________ __________________

COMMODITY NAME: LRIP OPTION 2

CLIN CONTRACT TYPE:

Fixed Price Incentive (Successive Targets)

PROGRAM YEAR: 4

Fixed Price Incentive (Firm Target)

(End of narrative B001)

Packaging and Marking _____________________

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DOC SUPPL

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

DEL REL CD QUANTITY DEL DATE __________ ______________ ___________

001 8 01-OCT-2024

FOB POINT: Origin

SHIP TO:

(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE

(SHIP-TO) WILL BE FURNISHED PRIOR

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Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

TO THE SCHEDULED DELIVERY DATE FOR

ITEMS REQUIRED UNDER THIS

REQUISITION.

0006 TRAVEL OPTION 2 1 LO $ _______________ __________________

SERVICE REQUESTED: TRAVEL OPTION 2

CLIN CONTRACT TYPE:

Cost No Fee

PROGRAM YEAR: 2

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 31-DEC-2020

Option exercise period is from 1 Oct 19 to 30 Sep 20.

(End of narrative F001)

0007 TRAVEL OPTION 3 1 LO $ _______________ __________________

SERVICE REQUESTED: TRAVEL OPTION 3

CLIN CONTRACT TYPE:

Cost No Fee

PROGRAM YEAR: 3

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 31-DEC-2021

Option exercise period is from 1 Oct 20 to 30 Sep 21.

(End of narrative F001)

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Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

0008 TRAVEL OPTION 4 1 LO $ _______________ __________________

SERVICE REQUESTED: TRAVEL OPTION 4

CLIN CONTRACT TYPE:

Cost No Fee

PROGRAM YEAR: 2

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 31-DEC-2022

Option exercise period is from 1 Oct 21 to 30 Sep 22.

(End of narrative F001)

0009 TRAVEL OPTION 5 1 LO $ _______________ __________________

SERVICE REQUESTED: TRAVEL OPTION 5

CLIN CONTRACT TYPE:

Cost No Fee

PROGRAM YEAR: 5

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 31-DEC-2023

Option exercise period is from 1 Oct 22 to 30 Sep 23.

(End of narrative F001)

0010 TRAVEL OPTION 6 1 LO $ _______________ __________________

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Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

SERVICE REQUESTED: TRAVEL OPTION 6

CLIN CONTRACT TYPE:

Cost No Fee

PROGRAM YEAR: 5

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 31-DEC-2024

Option exercise period is from 1 Oct 23 to 30 Sep 24.

(End of narrative F001)

0011 TRAVEL OPTION 7 1 LO $ _______________ __________________

SERVICE REQUESTED: TRAVEL OPTION 7

CLIN CONTRACT TYPE:

Cost No Fee

PROGRAM YEAR: 5

Inspection and Acceptance _________________________

INSPECTION: Origin ACCEPTANCE: Origin

Deliveries or Performance _________________________

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 30-SEP-2025

Option exercise period is from 1 Oct 24 to 30 Sep 25.

(End of narrative F001)

0012 CONTRACT DATA REQUIREMENTS LIST 1 LO $ ** NSP ** _______________________________ __________________

SERVICE REQUESTED: CDRL

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Page of

Name of Offeror or Contractor:

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Reference No. of Document Being Continued

MOD/AMD

Inspection and Acceptance _________________________

INSPECTION: Destination ACCEPTANCE: Destination

DLVR SCH PERF COMPL

REL CD QUANTITY DATE ________ ______________ __________

001 1 AS REQUIRED

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SECTION E - INSPECTION AND ACCEPTANCE

This document incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

http://farsite.hill.af.mil/VFFARA.HTM or http://farsite.hill.af.mil/VFDFARA.HTM or http://farsite.hill.af.mil/VFAFARa.HTM

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

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

E-1 52.246-2 INSPECTION OF SUPPLIES--FIXED-PRICE AUG/1996

E-2 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT DEC/2014

(a) The contractor shall comply with the higher-level quality standard(s) listed below.

ISO9001/AS9100

(b) The contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts in--

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require--

(i) Control of such things as design, work operations, in-process control, testing and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

(End of clause)

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SECTION F - DELIVERIES OR PERFORMANCE

This document incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

http://farsite.hill.af.mil/VFFARA.HTM or http://farsite.hill.af.mil/VFDFARA.HTM or http://farsite.hill.af.mil/VFAFARa.HTM

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

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

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

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SECTION G - CONTRACT ADMINISTRATION DATA

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

G-1 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS MAY/2013

(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.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by 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.acquisition.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 must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

TBD

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

TBD

(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 TBD

Issue By DoDAAC W31P4Q

Admin DoDAAC TBD

Inspect By DoDAAC TBD

Ship To Code TBD

Ship From Code -8-

Mark For Code -9-

Service Approver (DoDAAC) TBD

Service Acceptor (DoDAAC) TBD

Accept at Other DoDAAC -12-

LPO DoDAAC -13-

DCAA Auditor DoDAAC -14-

Other DoDAAC(s) -15-

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PIIN/SIIN MOD/AMD

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the "Send Additional Email

Notifications" field of WAWF once a document is submitted in the system.

TBD

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

TBD

(2) For technical WAWF help, contact the WAWF helpdesk at 866-

618-5988.

(End of clause)

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SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1. Use of Non-Government Support Contractors

** ATTENTION** The Government plans to use non-Government support contractors in assessing industry responses to the draft RFP package and for the follow-on one-on-one information exchange discussions. Pursuant to FAR Part 9.505-4, non-Government support contractors must execute an agreement with each industry respondent that states that they will (1) protect the respondent's information from unauthorized use or disclosure for as long as it remains proprietary and (2) refrain from using the information for any purpose other than which it was furnished. Each respondent must identify proprietary information and each respondent must be willing to sign non-disclosure agreements with the non-Government support contractors listed below so the Government can properly protect the proprietary information submitted. The following list of non-Government support contractors will support this assessment. The list includes support contractor prime contractors and their subcontractors.

1) Canvas, Inc., 4092 Memorial Parkway SW, Suite 100, Huntsville, AL 35802; POC: Jami Peyton, (256) 489-2988, jamipeyton@canvas-inc.com.

2) deciBel Research, Inc., P. O. Box 5368 Huntsville AL 35814; POC: Debbie Agarwal. 256-489-6193, dagarwal@dbresearch.net.

3) Intuitive Research and Technology Corporation, 5030 Bradford Drive NW, Bldg. 2, Suite 205, Huntsville, AL 35805; POC: Christine

Schaefer, 256-922-9300, EX-1136, Christine.schaefer@irtc-hq.com. _

4) FreEnt Technologies, Inc., PO Box 5365, Huntsville, AL 35814; POC: Elizabeth Bourland, 256-653-1052, febourland.freent@icloud.com.

5) University of Alabama in Huntsville, 301 Sparkman Drive, VBRH E26, Huntsville, AL 35899, POC: Gloria W. Greene, MA, CRA, Director, Sponsored Programs, 256-824-2657, Greeneg@uah.edu, www.uah.edu/osp/.

6) Dynetics, 4900 Bradford Drive, Huntsville, AL 35806; POC: Mike Frazier, 256-313-1160

7) Booz Allen Hamilton, 6767 Madison Pike #300, Huntsville, AL 35806; POC: Lisa Smith, 256-799-2846, Smith_Lisa2@bah.com.

8) Penta Research, 641 Wynn Drive, Suite 104, Huntsville, AL 35816; POC: Mike Anderson, 256-837-5553 x 42, Mike.Anderson@penta-inc.com

9) Georgia Tech Applied Research Corporation, 505 10TH ST, Atlanta, GA 30332-0001, POC: Darrell Wright, darrell.wright@gtri.gatech.edu

10) KBRWyle, 345 Bob Heath Drive, Huntsville, AL 35806; POC Jerry Craig, 256-895-8845

11) Aegis Technologies Group, 410 Jan Davis Drive, Huntsville, AL 35806, POC: Terry Carter, 256-922-0802, tcarter@aegistg.com

12) Five Stones Research Corporation, 5767 Cove Commons Dr, Suite 103, Brownsboro, AL 35741; POC: Steve Willhelm, 256-975-0848, To expedite the process, we request that each industry respondent contact the above companies at the earliest opportunity to effect execution of such an agreement prior to sending your response. Each industry respondent is required to execute these agreements and submit copies of the agreements to the contracting officer.

H-2. 52.227-16 -- Additional Data Requirements. (Jun 1987)

(a) In addition to the data (as defined in the clause at 52.227-14, Rights in Data -- General clause or other equivalent included in this contract) specified elsewhere in this contract to be delivered, the Contracting Officer may, at any time during contract performance or within a period of 3 years after acceptance of all items to be delivered under this contract, order any data first produced or specifically used in the performance of this contract.

(b) The Rights in Data -- General clause or other equivalent included in this contract is applicable to all data ordered under this

Additional Data Requirements clause.

Nothing contained in this clause shall require the Contractor to deliver any data the withholding of which is authorized by the Rights in Data -- General or other equivalent clause of this contract, or data which are specifically identified in this contract as not subject to this clause.

(c) When data are to be delivered under this clause, the Contractor will be compensated for converting the data into the prescribed form, for reproduction, and for delivery.

(d) The Contracting Officer may release the Contractor from the requirements of this clause for specifically identified data items at any time during the 3-year period set forth in paragraph (a) of this clause.

H-3. For classification and control purposes, Attachments 0007 - 0012 will only be provided upon request. If you desire to receive the classified and controlled portions of the draft RFP via U.S. mail, please contact Mr. Michael Redfield, at richard.m.redfield4.ctr@mail.mil and copy furnish Mr. Johnny L. Keith, at johnny.l.keith.civ@mail.mil with your request and company information at your earliest opportunity. The performance specification is at the SECRET/NOFORN classification level. Only U.S. based and owned companies are eligible to receive this information. The responder must

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PIIN/SIIN MOD/AMD

have the required security clearance and an approved facility for storing and processing classified information. After validation of each interested responder's security accreditation and eligibility, the Government will mail the classified portion of the draft RFP to each validated responder.

Please coordinate your security information with the following:

CMDS Project Office

ATTN: Security/Visitor Control

Bldg 5250, B178

Redstone Arsenal, AL 35898

Security POCs:

Carol J. Patterson/ carol.j.patterson12.civ@mail.mil

Samuel D. Hernandez/ samuel.d.hernandez.civ@mail.mi

Connie Dawson/ connie.h.dawson.civ@mail.mi

Government Technical POC: Mr. P. Steve Inglis/ p.s.inglis.civ@mail.mil

*** END OF NARRATIVE H0001 ***

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SECTION I - CONTRACT CLAUSES

This document incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

http://farsite.hill.af.mil/VFFARA.HTM or http://farsite.hill.af.mil/VFDFARA.HTM or http://farsite.hill.af.mil/VFAFARa.HTM

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

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

I-1 52.202-1 DEFINITIONS NOV/2013

I-2 52.203-3 GRATUITIES APR/1984

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

I-4 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT SEP/2006

I-5 52.203-7 ANTI-KICKBACK PROCEDURES MAY/2014

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

IMPROPER ACTIVITY

I-7 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY MAY/2014

I-8 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS OCT/2010

I-9 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER MAY/2011

I-10 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS OCT/2016

I-11 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT/2016

I-12 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE JUL/2016

I-13 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH OCT/2015

CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

I-14 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY JUL/2013

MATTERS

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

I-16 52.215-14 INTEGRITY OF UNIT PRICES OCT/2010

I-17 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS OCT/2010

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

OTHER THAN PENSIONS

I-19 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS NOV/2016

I-20 52.222-21 PROHIBITION OF SEGREGATED FACILITIES APR/2015

I-21 52.222-26 EQUAL OPPORTUNITY SEP/2016

I-22 52.222-37 EMPLOYMENT REPORTS ON VETERANS FEB/2016

I-23 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS DEC/2010

ACT

I-24 52.222-50 COMBATING TRAFFICKING IN PERSONS MAR/2015

I-25 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION OCT/2015

I-26 52.222-60 PAYCHECK TRANSPARENCY (EXECUTIVE ORDER 13673) OCT/2016

I-27 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING AUG/2011

I-28 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES JUN/2008

I-29 52.227-1 AUTHORIZATION AND CONSENT (DEC 2007) -- ALTERNATE I (APR 1984) APR/1984

I-30 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT DEC/2007

I-31 52.227-3 PATENT INDEMNITY APR/1984

I-32 52.227-10 FILING OF PATENT APPLICATIONS--CLASSIFIED SUBJECT MATTER DEC/2007

I-33 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS MAR/1996

I-34 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) -- ALTERNATE I (APR 1984) APR/1984

I-35 52.232-25 PROMPT PAYMENT JUL/2013

I-36 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUN/2013

I-37 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS DEC/2013

I-38 52.233-1 DISPUTES MAY/2014

I-39 52.233-3 PROTEST AFTER AWARD (AUG 1996) -- ALTERNATE I (JUN 1985) JUN/1985

I-40 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT/2004

I-41 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS APR/1984

I-42 52.242-3 PENALTIES FOR UNALLOWABLE COSTS MAY/2014

I-43 52.242-13 BANKRUPTCY JUL/1995

I-44 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS JAN/2017

I-45 52.245-1 GOVERNMENT PROPERTY APR/2012

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

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

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

I-48 52.253-1 COMPUTER GENERATED FORMS JAN/1991

I-49 252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS SEP/2011

I-50 252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT- DEC/2008

RELATED FELONIES

I-51 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS SEP/2013

I-52 252.204-7000 DISCLOSURE OF INFORMATION OCT/2016

I-53 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT APR/1992

I-54 252.204-7004 ALTERNATE A, SYSTEM FOR AWARD MANAGEMENT FEB/2014

I-55 252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING OCT/2016

I-56 252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT MAY/2016

I-57 252.205-7000 PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS DEC/1991

I-58 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE OCT/2015

GOVERNMENT OF A TERRORIST COUNTRY

I-59 252.222-7006 RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS DEC/2010

I-60 252.225-7048 EXPORT-CONTROLLED ITEMS JUN/2013

I-61 252.227-7013 RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS FEB/2014

I-62 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER FEB/2014

SOFTWARE DOCUMENTATION

I-63 252.227-7015 TECHNICAL DATA--COMMERCIAL ITEMS FEB/2014

I-64 252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION JAN/2011

I-65 252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE SEP/2016

I-66 252.227-7020 RIGHTS IN SPECIAL WORKS JUN/1995

I-67 252.227-7022 GOVERNMENT RIGHTS (UNLIMITED) MAR/1979

I-68 252.227-7023 DRAWINGS AND OTHER DATA TO BECOME PROPERTY OF GOVERNMENT MAR/1979

I-69 252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED MAY/2013

INFORMATION MARKED WITH RESTRICTIVE LEGENDS

I-70 252.227-7026 DEFERRED DELIVERY OF TECHNICAL DATA OR COMPUTER SOFTWARE APR/1988

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

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

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

I-74 252.227-7038 PATENT RIGHTS -- OWNERSHIP BY THE CONTRACTOR (LARGE BUSINESS) JUN/2012

I-75 252.227-7039 PATENTS--REPORTING OF SUBJECT INVENTIONS APR/1990

I-76 252.231-7000 SUPPLEMENTAL COST PRINCIPLES DEC/1991

I-77 252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS JUN/2012

I-78 252.232-7010 LEVIES ON CONTRACT PAYMENTS DEC/2006

I-79 252.235-7011 FINAL SCIENTIFIC OR TECHNICAL REPORT JAN/2015

I-80 252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT DEC/2012

I-81 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS JUN/2013

I-82 252.245-7001 TAGGING, LABELING, AND MARKING OF GOVERNMENT-FURNISHED PROPERTY APR/2012

I-83 252.245-7002 REPORTING LOSS OF GOVERNMENT PROPERTY APR/2012

I-84 252.245-7003 CONTRACTOR PROPERTY MANAGEMENT SYSTEM ADMINISTRATION APR/2012

I-85 252.245-7004 REPORTING, REUTILIZATION, AND DISPOSAL SEP/2016

I-86 252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT MAR/2008

I-87 252.246-7001 WARRANTY OF DATA--BASIC MAR/2014

I-88 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA--BASIC APR/2014

I-89 52.216-7 ALLOWABLE COST AND PAYMENT JUN/2013

(a) Invoicing.

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

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

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

Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the -1- day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment

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request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs.

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

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

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

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

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

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

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

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

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

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

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

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

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

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

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

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

(d) Final indirect cost rates.

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

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

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

Contractor shall support its proposal with adequate supporting data.

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

Contractors proposal.

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

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agency official:

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

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

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

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

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

(F) Facilities capital cost of money factors computation.

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

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

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

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

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

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

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

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

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

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

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

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

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

://www.whitehouse.gov/omb/procurement_index_exec_comp/.

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

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

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

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

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

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

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

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

(K) Federal and State income tax returns.

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

(M) Minutes from board of directors meetings.

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

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

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

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

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

(ii) the bases to which the rates apply,

(iii) the periods for which the rates apply,

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

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

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

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

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

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

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

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

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

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

(1) Shall be the anticipated final rates; and

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

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

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

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

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment.

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

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

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

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

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

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the 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

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

(End of Clause)

I-90 52.216-10 INCENTIVE FEE JUN/2011

(a) General. The Government shall pay the Contractor for performing this contract a fee determined as provided in this contract.

(b) Target cost and target fee. The target cost and target fee specified in the Schedule are subject to adjustment if the contract is modified in accordance with paragraph (d) of this clause.

(1) Target cost, as used in this contract, means the estimated cost of this contract as initially negotiated, adjusted in accordance with paragraph (d) below.

(2) Target fee, as used in this contract, means the fee initially negotiated on the assumption that this contract would be performed for a cost equal to the estimated cost initially negotiated, adjusted in accordance with paragraph (d) of this clause.

(c) Withholding of payment. (1) Normally, the Government shall pay the fee to the Contractor as specified in the Schedule. However, when the Contracting Officer considers that performance or cost indicates that the Contractor will not achieve target, the Government shall pay on the basis of an appropriate lesser fee. When the Contractor demonstrates that performance or cost clearly indicates that the

Contractor will earn a fee significantly above the target fee, the Government may, at the sole discretion of the Contracting Officer, pay on the basis of an appropriate higher fee.

(2) Payment of the incentive fee shall be made as specified in the Schedule; provided that the Contracting Officer withholds a reserve not to exceed 15 percent of the total incentive fee or$100,000, whichever is less, to protect the Government's interest. The Contracting

Officer shall release 75 percent of all fee withholds under this contract after receipt of an adequate certified final indirect cost rate proposal covering the year of physical completion of this contract, provided the Contractor has satisfied all other contract terms and conditions, including the submission of the final patent and royalty reports, and is not delinquent in submitting final vouchers on prior years' settlements. The Contracting Officer may release up to 90 percent of the fee withholds under this contract based on the

Contractor's past performance related to the submission and settlement of final indirect cost rate proposals.

(d) Equitable adjustments. When the work under this contract is increased or decreased by a modification to this contract or when any equitable adjustment in the target cost is authorized under any other clause, equitable adjustments in the target cost, target fee, 21 39

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minimum fee, and maximum fee, as appropriate, shall be stated in a…