W58RGZ16R0070-0001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. Contract ID Code Page Of

2. Amendment/Modification No.

3. Effective Date

4. Requisition/Purchase Req No.

5. Project No. (If applicable)

6. Issued By Code 7. Administered By (If other than Item 6) Code

8. Name And Address Of Contractor (No., Street, City, County, State and Zip Code)

9A. Amendment Of Solicitation No.

9B. Dated (See Item 11)

10A. Modification Of Contract/Order No.

10B. Dated (See Item 13) Code Facility Code

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing items 8 and 15, and returning ____________ copies of the amendments: (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. Accounting And Appropriation Data (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATIONS OF CONTRACTS/ORDERS

It Modifies The Contract/Order No. As Described In Item 14.

A. This Change Order is Issued Pursuant To: The Changes Set Forth In Item 14 Are Made In

The Contract/Order No. In Item 10A.

B. The Above Numbered Contract/Order Is Modified To Reflect The Administrative Changes (such as changes in paying office, appropriation data, etc.) Set

Forth In Item 14, Pursuant To The Authority of FAR 43.103(b).

C. This Supplemental Agreement Is Entered Into Pursuant To Authority Of:

D. Other (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return _______________ copies to the Issuing Office.

14. Description Of Amendment/Modification (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. Name And Title Of Signer (Type or print)

16A. Name And Title Of Contracting Officer (Type or print)

15B. Contractor/Offeror 15C. Date Signed 16B. United States Of America 16C. Date Signed

By (Signature of person authorized to sign) (Signature of Contracting Officer)

NSN 7540-01-152-8070

PREVIOUS EDITIONS UNUSABLE

30-105-02 STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

SEE SCHEDULE

X

Firm Fixed Price

0001 2018APR12

W58RGZ

ARMY CONTRACTING COMMAND-REDSTONE

REDSTONE ARSENAL AL 35898-5280

MATTHEW HORST

EMAIL: MATTHEW.S.HORST.CIV@MAIL.MIL

W58RGZ-16-R-0070

2018MAR23

X

X 2018MAY14 02:00pm

/SIGNED/

2 signed

SEE SECOND PAGE FOR DESCRIPTION

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CONTINUATION SHEET

Reference No. of Document Being Continued Page of

Name of Offeror or Contractor:

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SECTION A - SUPPLEMENTAL INFORMATION

Buyer Name: MATTHEW HORST

Buyer Office Symbol/Telephone Number: CCAM-AM-B/(256)842-3950

Type of Contract 1: Firm Fixed Price

Type of Contract 2: Cost Plus Fixed Fee

Kind of Contract: Other

*** End of Narrative A0000 ***

A-3. Amendment 0001 is issued to incorporate the following changes:

a) Refer to Attachment 0019 Formal RFP Question and Answers Government Response.xlsx for changes made to this RFP as a result of the Industry Questions submitted by 30 March, 2018.

b) The Contracting Officer is hereby changed from Ms. Kay Hyska to Mrs. Sarah A. Shaffer.

c) In reference to question 151 from Attch 0019, POC information added to paragraph A-2.(b)(1) for

Mr. James M. Richey.

POC Information is as follows:

Roscell P. Cummings, Telephone (256) 799-0656

d) Clause Changes:

1. Refer to Attachment 0019 Formal RFP Question and Answers Government Response

(questions 1-2 and 119-144), for all changes to existing and newly incorporated clauses.

e) Section J - List of Attachments Changes:

Updated Attachments:

1. Revised Exhibit A - CDRL (Question 104)

2. Revised Attachment 0002 Proposal Pricing Template (multiple questions)

3. Revised Attachment 0004 Statement of Work, Rev 2 (multiple questions)

4. Revised Attachment 0005 LSF 5 Labor Category Requirements (multiple questions)

5. Revised Attachment 0006 Section L Instructions, Conditions and Notices to Offerors (multiple questions)

6. Revised Attachment 0007 Section M Evaluation Factors for Award (multiple questions)

7. Revised Attachment 0009 Past Performance Questionnaire (multiple questions)

8. Revised Attachment 0014 Section H Special Contract Requirements (multiple questions)

9. Revised Attachment 0015 Sample Order 1, Rev 1 (multiple questions)

10. Revised Attachment 0016 Sample Order 2, Rev 1 (multiple questions)

11. Revised Attachment 0017 Sample Order 3, Rev 1 (multiple questions)

New Attachments:

12. Incorporate Attachment 0018 Pre-Award Survey of Prospective Contractor Accounting System Checklist

13. Incorporate Attachment 0019 Formal RFP Question and Answers Government Response

A-4. Should Industry have questions relating to the Government Responses provided in Attachment 0019, you shall submit them electronically to usarmy.redstone.acc.mbx.acc-rsa-lsf5@mail.mil utilizing Attach. 0019, Column O, no later than 17 April, 2018 / 0800

CDT. Furthermore, questions shall be placed in the row immediately to the right of the question/response found on Attach 0019. For

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example, should the offeror have a question about the Government response to Question 7, the corresponding follow-on question shall be placed in Column O, Row 17. Submitted questions must directly correlate to the Government Responses located in Column N, Attach 0019.

New questions that do not correspond to an existing question/response found in Attach. 0019 will only be answered if the Government deems the response to be in its best interest. Any additional Government responses will again be provided as an amendment to this RFP and will be posted to FedBizOps. **Note: The instructions located in paragraph A-1. n) remain in this RFP for historical documentation purposes, however, they refer to the previous round of questions (due 30 March, 2018) and are heretofore not usable.

A-5. As a result of the above changes, the closing date is extended from 04 May 2018 to 14 May 2018.

*** END OF NARRATIVE A0002 ***

A DRAFT REQUEST FOR PROPOSAL (RFP) WAS ISSUED ON 24 JULY, 2017. THIS RFP IS HEREBY CHANGED FROM DRAFT TO FORMAL. THERE HAVE BEEN

CHANGES TO THE RFP AND TO THE ATTACHMENTS FROM THE DRAFT TO THE FORMAL, AS WELL AS A RESULT OF THE QUESTIONS THAT WERE SUBMITTED. IT IS

INCUMBENT UPON THE OFFERORS TO REVIEW THIS AMENDED FORMAL RFP IN ITS ENTIRETY PRIOR TO SUBMITTING A PROPOSAL. A COMPLETE LIST OF THE

CHANGES THAT ARE A RESULT OF THE QUESTIONS CAN BE FOUND AT ATTACHMENT 0019.

A-1. SOLICITATION

a) This is the Formal Request for Proposal. Any contracts resulting from this solicitation are estimated to be awarded in March 2019.

Offerors shall specify a proposal validity date of no earlier than 30 July, 2019.

b) This solicitation is for the follow-on effort to contracts, W58RGZ-13-D-0047, issued to Support Systems Associates, Inc. (SSAI) and

W58RGZ-13-D-0048, issued to Science And Engineering Services, LLC (SES) in their support of the Logisitics Support Facility (LSF).

c) As a result of this solicitation, the Government anticipates awarding a Multiple-Award Indefinite Delivery, Indefinite Quantity

(MAIDIQ) type contract. The Government intends to award two contracts based on the best overall (i.e., best value) proposals; however, the Government reserves the right to award more than two or none if it is deemed in the Government's best interest to do so. The orders under any resulting contract will be issued via fair opportunity, as defined in FAR 16.505(b), and may be of a type Firm-Fixed-Price

(FFP), Cost-Plus-Fixed-Fee (CPFF), or Cost-Plus-Incentive-Fee (CPIF). In accordance with Section I, clause 52.216-22 entitled, "Indefinite Quantity", the MAXIMUM (Total Estimated Program Value) combined value of both MAIDIQ contracts is $2,440,000,000.00. The total dollar value of the orders issued under the resulting MAIDIQ's, when combined, shall not exceed $2,440,000,000,000.00 inclusive of costs, price, fees, and any adjustments made thereto. In accordance with Section I, clause 52.216-22 entitled, "Indefinite Quantity", the MINIMUM guaranteed value under this Contract is $2,500.00 per awardee.

d) The Period of Performance for these MAIDIQ's will be a single five (5) year ordering period associated with the base award and an option for an additional single two (2) year ordering period (seven (7) total years) with any new effort being competitively awarded as a Delivery Order (DO). Performance under DOs may extend beyond hte ordering period above. However, orders may not have a period of performance that extends beyond 24 months from the basic contract completion.

e) Over and Above (O&A) efforts are anticipated to be awarded on an as needed basis (both as FFP and CPFF type tasks).

f) The Statement of Work (SOW) is reflected in Section J, Attachment 0004.

The SOW for Sample Order 1, is incorporated at Attachment 0015. See Section J

The SOW for Sample Order 2, is incorporated at Attachment 0016. See Section J.

The SOW for Sample Order 3, is incorporated at Attachment 0017. See Section J.

g) Contract Data Requirements List (CDRL), DD1423 CDRLs, will be incorporated in each individual order determined to be applicable in addition to the four mentioned at Section J, Exhibit A.

h) The applicable primary North American Industry Classification System (NAICS) code for this anticipated aquisition is as follows:

NAICS Code 336411 - Aircraft Manufacturing

Size Standard - 1,500 (Size Standards in Number of Employees).

NAICS code 336411 best describes the principal purpose of approximately 95% of the effort to be acquired through the anticipated contracts.

i) This is a 100% Small Business Set-Aside (Restricted to within the Huntsville-Decatur-Albertville Combined Statistical Area) as

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defined in the Office of Management and Budget (OMB) Bulletin No. 13-01, dated 28 February 2013. Since this procurement is a total small business set-aside, joint ventures contemplating submission of a proposal in response to this RFP should be mindful of 13 CFR

121.103(h)(3).

j) The DD254 at Attachment 0003 reflects the security clearance requirement. The successful offerors will be required to maintain a secret facility. The need for additional DD Form 254s will be included in the orders to which they apply.

k) Attachment 0002 Proposal Pricing Template, shall be utilized by all offerors in their proposal submission.

l) Subcontractor information need only be submitted in the Contract Rate Pricing if it is expected that the subcontractor will perform

10% or more of the effort. Subcontractor rates will be included in the prime rate tables when a subcontractor will perform 10% or more of the effort.

m) The contracts anticipated to be awarded will be executed and administered in accordance with the requirements set forth in Federal

Acquisition Regulations (FAR 16.5). Section H-14, Orders Under Multiple Award Contracts, establishes the process through which DO's will be awarded.

n) Should there be questions, please use Attachment 0012, Formal Question and Answer Form for submittal. Questions are to be submitted to usarmy.redstone.acc.mbx.acc-rsa-lsf5@mail.mil,16:00 (CST), 30 March 2018. No questions will be accepted after this date.

A-2. GENERAL

a) The Government contractual representative for this Formal RFP is Ms. Sarah Shaffer, Contracting Officer.

b) Authority to Use Non-Government Advisor Support:

(1) Offerors are advised that an employee of the firm identified below may serve as non-government advisors in the source selection process. This individual will be authorized access only to those portions of the proposal data and discussions that are necessary to enable them to perform their respective duties. This firm is expressly prohibited from competing on the subject acquisition.

Name of Contractor Organization: QuantiTech, Inc.

360A Quality Circle Suite 100

Huntsville, AL 35806

Name of Individual: James M. Richey

POC Information: Roscell P. Cummings, Telephone (256) 799-0656

(2) In accomplishing their duties related to the source selection process, the aforementioned firm may require access to proprietary information contained in the offerors' proposals. Therefore, pursuant to FAR 9.505-4, this firm must execute an agreement with each offeror that states that they will (1) protect the offerors 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 that for which it was furnished. To expedite the evaluation process, each offeror must contact the above companies to effect execution of such an agreement prior to the submission of proposals. Each offeror shall submit copies of the agreement with their proposal.

Note: This requirement shall flow down to all Subcontractors.

c) This Formal RFP should not be discussed with any Government employee except the Contracting Officer, Ms. Sarah Shaffer, or her representatives, Mr. Matthew Horst and Mr. De'Sean Anderson. Failure to adhere to this restriction may be grounds to declare your firm ineligible for consideration of any award resulting from this competitive solicitation.

d) Please indicate the RFP number, W58RGZ-16-R-0070, on all correspondence pertaining to this solicitation. Specifically, please include the RFP number in the subject line of all emails submitted.

*** END OF NARRATIVE A0001 ***

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SECTION I - CONTRACT CLAUSES

Status Regulatory Cite Title Date Status Regulatory Cite Title Date _______ _______________ ______________________________________________________________________ ____________ _______ _______________ ______________________________________________________________________ ____________

I-1 52.203-3 GRATUITIES APR/1984

I-2 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL JAN/2011

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

I-4 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS NOV/2017

I-5 252.225-7001 BUY AMERICAN AND BALANCE OF PAYMENTS PROGRAM--BASIC DEC/2017

I-6 252.227-7000 NON-ESTOPPEL OCT/1966

I-7 252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION JAN/2011

I-8 252.245-7004 REPORTING, REUTILIZATION, AND DISPOSAL DEC/2017

I-9 52.222-2 PAYMENT FOR OVERTIME PREMIUMS JUL/1990

(a) The use of overtime is authorized under this contract if the overtime premium does not exceed (to be negotiated) or the overtime __________________ premium is paid for work --

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall --

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

(End of Clause)

I-10 52.232-16 PROGRESS PAYMENTS APR/2012

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 80 percent of the

Contractors 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 will be paid to subcontractors--

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

(ii) Ordinarily within 30 days of the submission of the Contractors payment request to the Government.

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

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(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 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 the 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 80 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 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 80 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 Contractors --

(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.

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(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 Officers 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 Officers 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

(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

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(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 Governments 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 or progress payments, the terms of the subcontract or interdivisional order concerning progress payments --

(i) Are substantially similar to the terms of the clause for any subcontractor that is a large business concern, or that 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;

(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

Governments 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

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Governments 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 Part 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

Governments 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 Subpart 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, 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 a 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 indefinitedelivery 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)

I-11 52.243-7 NOTIFICATION OF CHANGES JAN/2017

(a) Definitions. "Contracting Officer," as used in this clause, does not include any representative of the Contracting Officer.

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"Specifically Authorized Representative (SAR)," as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the

Contractor shall notify the Administrative Contracting Officer in writing promptly, within (to be negotiated) calendar days from the _________________ date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the

Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the

Contractor, the notice shall state --

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including --

(i) What line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Contractor's estimate of the time by which the Government must respond to the Contractor's notice to minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by paragraph (b) of this clause, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the

Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in paragraph (b) of this clause, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing promptly and copies furnished to the

Contractor and to the Contracting Officer. The Contracting Officer shall promptly countermand any action which exceeds the authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within (to be negotiated) calendar days after receipt of notice, _________________ respond to the notice in writing. In responding, the Contracting Officer shall either --

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or

(4) In the event the Contractor's notice information is inadequate to make a decision under subparagraphs (d)(1), (2), or (3) of this clause, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond.

(e) Equitable adjustments.

(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made --

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(i) In the contract price or delivery schedule or both; and

(ii) In such other provisions of the contract as may be affected.

(2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor's failure to provide notice or to continue performance as provided, respectively, in paragraphs (b) and (c) of this clause.

NOTE: The phrases "contract price" and "cost" wherever they appear in the clause, may be appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations thereof.

(End of Clause)

I-12 52.244-2 SUBCONTRACTS OCT/2010

(a) Definitions. As used in this clause

Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR)

Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions

(including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) or this clause.

(c) If the contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that--

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the national Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For contracts awarded by a civilian agency other that the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts: N/A

(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

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(v) The subcontractor's current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing

Data, if required by other contract provisions.

(vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting --

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor's certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor's price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (c), (d), or (e) or this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute a determination --

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.i

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: -2-

(End of clause)

I-13 52.246-17 WARRANTY OF SUPPLIES OF A NON-COMPLEX NATURE JUN/2003

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

Acceptance means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing supplies, or approves specific services as partial or complete performance of the contract.

Supplies means the end items furnished by the Contractor and related services required under the contract. The word does not include data.

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(b) Contractors obligations.

(1) Notwithstanding inspection and acceptance by the Government of supplies furnished under this contract, or any condition of this contract concerning the conclusiveness thereof, the Contractor warrants that for 365 days from time of acceptance--

(i) All supplies furnished under this contract will be free from defects in material or workmanship and will conform with all requirements of this contract; and

(ii) The preservation, packaging, packing, and marking, and the preparation for, and method of, shipment of such supplies will conform with the requirements of this contract.

(2) When return, correction, or replacement is required, transportation charges and responsibility for the supplies while in transit shall be borne by the Contractor. However, the Contractors liability for the transportation charges shall not exceed an amount equal to the cost of transportation by the usual commercial method of shipment between the place of delivery specified in this contract and the

Contractors plant, and return.

(3) Any supplies or parts thereof, corrected or furnished in replacement under this clause, shall also be subject to the terms of this clause to the same extent as supplies initially delivered. The warranty, with respect to supplies or parts thereof, shall be equal in duration to that in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies.

(4) All implied warranties of merchantability and fitness for a particular purpose are excluded from any obligation contained in this contract.

(c) Remedies available to the Government.

(1) The Contracting Officer shall give written notice to the Contractor of any breach of warranties in paragraph (b)(1) of this clause within 45 days from the date the Government identified a discrepency.

(2) Within a reasonable time after the notice, the Contracting Officer may either --

(i) Require, by written notice, the prompt correction or replacement of any supplies or parts thereof (including preservation, packaging, packing, and marking) that do not conform with the requirements of this contract within the meaning of paragraph (b)(1) of this clause; or

(ii) Retain such supplies and reduce the contract price by an amount equitable under the circumstances.

(3)(i) If the contract provides for inspection of supplies by sampling procedures, conformance of supplies or components subject to warranty action shall be determined by the applicable sampling procedures in the contract. The Contracting Officer --

(A) May, for sampling purposes, group any supplies delivered under this contract;

(B) Shall require the size of the sample to be that required by sampling procedures specified in the contract for the quantity of supplies on which warranty action is proposed;

(C) May project warranty sampling results over supplies in the same shipment or other supplies contained in other shipments even though all of such supplies are not present at the point of reinspection; provided, that the supplies remaining are reasonably representative of the quantity on which warranty action is proposed; and

(D) Need not use the same lot size as on original inspection or reconstitute the original inspection lots.

(ii) Within a reasonable time after notice of any breach of the…