W900KK-17-R-0044_Abrams_EDTT_FINAL_DRAFT.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B X C

D

EX

X G F 39 - 47

48 - 66 X H 67 - 74

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

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

1 74

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

W900KK 8. ADDRESS OFFER TO

See Item 7

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

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

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 12

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

13 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

14 - 15 16 - 18

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 19 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 20 - 24 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

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

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

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:

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

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

25 - 37

PART II - CONTRACT CLAUSES

ARMY CONTRACTING COMMAND - ORLANDO

ATTN: DELTA DIVISION

12211 SCIENCE DRIVE

ORLANDO FL 32826-3224

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

05 Jun 2017

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W900KK-17-R-0044

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 2 Each Abrams ED/TT(Ft Benning)

FFP

First Article and Initial Production Unit

FOB: Destination

NET AMT

0002 2 Lot

INSTALLATION AND ON-SITE TRAINING

FFP

0003 2 Lot

SPARES PARTS

0004 1 Lot CDRLS Technical Data

FFP

This is a Non Separate Price (NSP) CLIN

0005 1 Lot OPTION Rights in Data

FFP

Including Technical Data, Computer Software, and Computer Software Documentation

In the event this option is exercised, the contractor shall deliver rights in technical data, computer software, and computer software documentation in accordance with Attachment 5, Technical Data and Computer Software Rights.

OPTION Production Abrams ED/TT Lot of 1 to 5

FFP

Ft Benning, GA

1001AA 1 Each OPTION Production Abrams ED/TT

FFP

Include Installation

1001AB 1 Lot OPTION Spares for ED/TT under 1001AA

1001AC 1 Each OPTION Production Abrams ED/TT

FFP

1001AD 1 Lot OPTION Spares for ED/TT under 1001AC

1001AE 1 Each OPTION Production Abrams ED/TT

FFP

1001AF 1 Lot OPTION Spares for ED/TT under 1001AE

1001AG 1 Each OPTION Production Abrams ED/TT

FFP

1001AH 1 Lot OPTION Spares for ED/TT under 1001AG

1001AJ 1 Each OPTION Production Abrams ED/TT

FFP

1001AK 1 Lot OPTION Spares for ED/TT under 1001AJ

OPTION Production Abrams ED/TT Lot of 1 to 3

FFP

Ft Lee, VA

2001AA 1 Each OPTION Production Abrams ED/TT

2001AB 1 Each OPTION Installation and On-Site Training

FFP

For ED/TT under 2001AA

2001AC 1 Lot OPTION Spares for ED/TT under 2001AA

2001AD 1 Each Production Abrams ED/TT

FFP

2001AE 1 Lot OPTION Spares for ED/TT under 2001AD

2001AF 1 Each OPTION Production Abrams ED/TT

FFP

2001AG 1 Lot OPTION Spares for ED/TT under 2001AF

OPTION Production Abrams ED/TT

FFP

Gowen Field, ID

2002AA 1 Each OPTION Production Abrams ED/TT

2002AB 1 Lot

OPTION INSTALLATION AND ON-SITE TRAINING

2002AC 1 Lot

SPARES PARTS

Section C - Descriptions and Specifications

SECTIION C

C.1 STATEMENT OF WORK (SOW)

See Attachment 1

C.2 SYSTEM REQUIREMENTS DOCUMENT (SRD)

See Attachment 2

Section E - Inspection and Acceptance

SECTION E

E.1 INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION

Inspection and acceptance of technical data and information will be performed by an authorized requiring activity representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be performed by the requiring activity representative and evidenced via execution of an electronic Receiving Report submitted by the contractor in the Invoicing, Receipt, Acceptance, and Property Transfer (iRAPT) module within the Wide Area Work Flow e-Business suite.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government 1001 Destination Government Destination Government 1001AA Destination Government Destination Government 1001AB Destination Government Destination Government 1001AC Destination Government Destination Government 1001AD Destination Government Destination Government 1001AE Destination Government Destination Government 1001AF Destination Government Destination Government 1001AG Destination Government Destination Government 1001AH Destination Government Destination Government 1001AJ Destination Government Destination Government 1001AK Destination Government Destination Government 2001 Destination Government Destination Government 2001AA Destination Government Destination Government 2001AB Destination Government Destination Government 2001AC Destination Government Destination Government 2001AD Destination Government Destination Government 2001AE Destination Government Destination Government 2001AF Destination Government Destination Government 2001AG Destination Government Destination Government 2002 Destination Government Destination Government 2002AA Destination Government Destination Government 2002AB Destination Government Destination Government 2002AC Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-16 Responsibility For Supplies APR 1984

Section F - Deliveries or Performance

SECTION F

F.1 TECHNICAL DATA AND INFORMATION

Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423,, attached hereto, and the following:

(a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below.

Additionally, the technical data shall be delivered to the following cognizant codes, which are listed in Block 6 of the DD Form 1423.

(1) PCO, Code W900KK.

(2) ACO, Code [TBD].

(3) Requiring Activity W906ZL

(b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO.

(c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6.

(d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above.

(e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government.

(f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice of rejection.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC

0001 18 mths. ADC 2 ABRAMS TRAINING DIVISION

FRANK YERKINS

69TH ARMORED REGIMENT ROAD,

BUILDING 5215

FORT BENNING GA 31905

W91SP1

0002 18 mths. ADC 2 (SAME AS PREVIOUS LOCATION)

0003 18 mths. ADC 2 (SAME AS PREVIOUS LOCATION)

0004 18 mths. ADC 1 U.S. ARMY PEO STRI

KARTEN, DEREK

12211 SCIENCE DRIVE

ORLANDO FL 32826-3224

407-384-5334

W906ZL

0005 30 dys. ADC 1 (SAME AS PREVIOUS LOCATION)

1001 N/A N/A N/A N/A

1001AA 18 mths. ADC 1 ABRAMS TRAINING DIVISION

FRANK YERKINS

69TH ARMORED REGIMENT ROAD,

BUILDING 5215

FORT BENNING GA 31905

1001AB 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AC 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AD 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AE 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AF 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AG 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AH 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AJ 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

1001AK 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2001 N/A N/A N/A N/A

2001AA 18 mths. ADC 1 U.S. ARMY ORDNANCE CENTER AND

SCHOOL

DORA CONWELLLYNWOOD

420 ABERDEEN AVENUE BLDG 18031,

DICKSON HALL,

FORT LEE VA 23801

804-734-8136

W56B6Y

2001AB 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2001AC 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2001AD 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2001AE 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2001AF 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2001AG 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2002 N/A N/A N/A N/A

2002AA 18 mths. ADC 1 ORDNANCE TRAINING BATTALION

CW4 TERRY L. GULICK

4463 W. HARVARD STREET, BUILDING

BOISE ID 83705

208-272-8313

W81GX0

2002AB 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

2002AC 18 mths. ADC 1 (SAME AS PREVIOUS LOCATION)

52.242-17 Government Delay Of Work APR 1984 52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

252.204-0001 Line Item Specific: Single Funding SEP 2009 252.204-0004 Line Item Specific: by Fiscal Year SEP 2009 252.204-7006 Billing Instructions OCT 2005 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

Section H - Special Contract Requirements

SECTION H

H.1 INTELLECTUAL PROPERTY

The Government requires rights in technical data and computer software that will permit the Government to fully support, maintain, and modify the Abrams ED/TT and associated training devices in a competitive environment throughout the program life cycle. Specifically, the Government intends to have training programs and devices operated, maintained and supported throughout its life cycle by competitively-awarded contract, at least in part. The Government contemplates that the device’s life cycle will include life cycle extension. Efforts may include, for example: modifications by or for the Government in hardware and software (including firmware) to retain training integrity with the operational equipment as it is changed, altered or enhanced; additional modifications or changes to the hardware and software for training purposes related to the training device; rehosting the software on improved hardware for training devices; making additions to the hardware suite(s) and/or combining the software with other software; providing the supporting contractor(s) with access to the delivered software for any purpose whatsoever related to the program and training devices; and, use of the software and documentation by the supporting contractor(s) at its facility to perform its contractual requirements(s) for purposes of the training device.

Accordingly, the contractor is required to provide the means, by which the Government shall be permitted to use, modify, reproduce, release, perform, display and/or disclose in a competitive environment the data and computer software required by the Contract that would otherwise be furnished with restrictions. At a minimum, the contractor shall provide means that (1) at any practical sub-item or subcomponent level or for any segregate portion of a process (i.e.; software), DFARS 227.7103-4(b), and (2) include data bases, design information and software (including source code), or an alternative means that will permit the Government in a competitive environment to fully support and maintain the training device(s) to which the items pertain. Although the contractor is expected to use COTS technical data and computer software to the maximum extent practicable, the aforementioned Government requirements may necessitate the use of special licensing agreements and/or developmental software when the Government’s minimum, necessary rights cannot otherwise be obtained.

H.2 ELECTRONIC TRANSMISSION OF PROPRIETARY DATA

Contractor shall be fully capable and willing to electronically transmit proprietary data to the Government. This data may consist of contract deliverables or pricing data required for proposal evaluation. Any software required by the Government to receive the contractor-transmitted proprietary data that the Government does not already possess shall be provided by the contractor at no cost to the Government.

H.3 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Purpose. This clause seeks to ensure that the contractor (1) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract, and (2) is not biased because of its current or planned interests (financial, contractual, organizational or otherwise) that relate to the work under this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor (as defined in paragraph (d)(7)) in the activities covered by this clause.

(1) The restrictions set forth in paragraph (e) apply to supplies, services, and other performance rendered with respect to the suppliers and/or equipment listed in this contract will specify to which suppliers and/or equipment subparagraph (e) restrictions apply.

(2) The financial, contractual, organizational and other interests of contractor personnel performing work under this contract shall be deemed to be the interests of the contractor for the purposes of determining the existence of an Organizational Conflict of Interest. Any subcontractor that performs any work relative to this contract shall be subject to this clause. The contractor agrees to place in each subcontract affected by these provisions the necessary language contained in this clause.

(c) Waiver. Any request for waiver of the provisions of this clause shall be submitted in writing to the Procuring Contracting Officer. The request for waiver shall set forth all relevant factors including proposed contractual safeguards or job procedures to mitigate conflicting roles that might produce an Organizational Conflict of Interest.

No waiver shall be granted by the Government with respect to prohibitions pursuant to access to proprietary data.

(d) Definitions. For purposes of application of this clause only, the following definitions are applicable:

(1) “System” includes system, major component, subassembly or subsystem, project, or item.

(2) “Non-developmental items” as defined in FAR 2.101.

(3) “Systems Engineering” (SE) includes, but is not limited to, the activities in FAR 9.505-1(b).

(4) “Technical direction” (TD) includes, but is not limited to, the activities in FAR 9.505-1(b).

(5) “Advisory and Assistance Services” (AAS) are those services acquired from non-governmental sources to support or improve agency policy development or decision making; or, to support or improve the management of organizations or the operation of hardware systems. Such services may encompass consulting activities, engineering and technical services, management support services and studies, analyses and evaluations.

(6) “Consultant services” as defined in FAR 31.205-33(a).

(7) “Contractor”, for the purposes of this clause, means the firm signing this contract, its subsidiaries and affiliates, joint ventures involving the firm, any entity with which the firm may hereafter merge or affiliate, and any other successor or assignee of the firm.

(8) “Affiliates,” means officers or employees of the prime contractor and first tier subcontractors involved in the program and technical decision-making process concerning this contract.

(9) “Interest” means organizational or financial interest.

(10) “Weapons system supplier” means any prime contractor or first tier subcontractor engaged in, or having a known prospective interest in the development, production or analysis of any of the weapon systems, as well as any major component or subassembly of such system.

(e) Contracting restrictions.

(1) To the extent the contractor provides systems engineering and/or technical direction for a system or commodity but does not have overall contractual responsibility for the development, the integration, assembly and checkout (IAC) or the production of the system, the contractor shall not (i) be awarded a contract to supply the system or any of its major components or (ii) be a subcontractor or consultant to a supplier of the system or of its major components. The contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem, or major component utilized for or in connection with any item or other matter that is (directly or indirectly) the subject of the systems engineering and/or technical direction or other services performed under this contract for a period of six(6) months after the date of completion of the contract. (FAR 9.505-1(a))

(2) To the extent the contractor prepares and furnishes complete specifications covering nondevelopmental items to be used in a competitive acquisition, the contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor. This rule applies to the initial production contract, for such items plus a specified time period or event. The contractor agrees to prepare complete specifications covering non-developmental items to be used in competitive acquisitions, and the contractor agrees not to be a supplier to the Department of Defense, subcontract supplier, or a consultant to a supplier of any system or subsystem for which complete specifications were prepared hereunder. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems of their subsystems extends for a period of [insert the period of prohibition] after the terms of this contract. (FAR 9.505-2(a)(1))

(3) To the extent the contractor prepares or assists in preparing a statement of work to be used in competitively acquiring a system or services or provides material leading directly, predictably and without delay to such a work statement, the contractor may not supply the system, major components thereof or the services unless the contractor is the sole source, or a participant in the design or development work, or a contractor involved in preparation of the work statement. The contractor agrees to prepare, support the preparation of or provide material leading directly, predictably and without delay to a work statement to be used in competitive acquisitions, and the contractor agrees not to be a supplier or consultant to a supplier of any services, systems or subsystems for which the contractor participated in preparing the work statement. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of any services, systems or subsystems extends for a period of [insert the period of prohibition] after the terms of this contract. (FAR 9.505-2(b)(1))

(4) To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s interests.

Contractor agrees to the terms and conditions set forth in the Statement of Work that are established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3)

(5) To the extent work to be performed under this contract requires access to proprietary data of other companies, the contractor must enter into agreements with such other companies which set forth procedures deemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long as it remains proprietary and (ii) to refrain from using the information for any other purpose other than that for which it was furnished. Evidence of such agreement(s) must be made available to the Procuring Contracting Officer upon request. The contractor shall restrict access to proprietary information to the minimum number of employees necessary for performance of this contract. Further, the contractor agrees that it will not utilize proprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) to perform additional services or studies for the United States Government. The contractor agrees to execute agreements with companies furnishing proprietary data in connection with work performed under this contract, obligating the contractor to protect such data from unauthorized use or disclosure so long as such data remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractor further agrees that such proprietary data shall not be used in performing for the Department of Defense additional work in the same field as work performed under this contract if such additional work is procured competitively. (FAR 9.505-4(b))

(6) Preparation of Statements of Work or Specifications. If the contractor under this contract assists substantially in the preparation of a statement of work or specifications, the contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem or major component utilized for or in connection with any item or work statement prepared or other services performed or materials delivered under this contract, and is procured on a competitive basis, by the Department of Defense with [insert the period of prohibition] after completion of work under this contract. The provisions of this clause shall not apply to any system, subsystem, or major component for which the contractor is the sole source of supply or which it participated in designing or developing.

(7) Advisory and Assistance Services (AAS). If the contractor provides AAS services as defined in paragraph (d) of this clause, it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agrees not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the contractor performs similar work.

Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for AAS.

(f) Remedies. In the event the contractor fails to comply with the provisions of this clause, such noncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance is the result of conflicting financial interest involving contractor personnel performing work under this contract, the Government may require the contractor to remove such personnel from performance of work under this contract. Further, the Government may elect to exercise its right to terminate for default in the event of such noncompliance. Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, or statute or regulation.

(g) Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the contractor shall disclose to the Government information concerning the new conflict of interest. The contractor shall provide, as a minimum, the following information:

(1) a description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved;

(2) a description of the work to be performed;

(3) the dollar amount;

(4) the period of performance; and

(5) a description of the contractor’s internal controls and planned actions, to avoid any potential organizational conflict of interest.

H.4 NOTICE REGARDING THE DISSEMINATION OF EXPORT-CONTROLLED TECHNICAL DATA

(a) Export of information contained herein, which includes release to foreign nationals within the United States, without first obtaining approval or license from the Department of State for items controlled by the International Traffic in Arms Regulations (ITARS), or the Department of Commerce for items controlled by the Export Administration Regulations (EAR), may constitute a violation of law.

(b) For violation of export laws, the contractor, its employees, officials or agents are subject to:

(1) Imprisonment and/or imposition of criminal fines; and

(2) Suspension or debarment from future Government contracting actions.

(c) The Government shall not be liable for any unauthorized use or release of export-controlled information, technical data or specifications in this contract.

(d) The contractor shall include the provisions or paragraphs (a) through (c) above in any subcontracts awarded under this contract.

H.5 GOVERNMENT FURNISHED INFORMATION

(a) Definitions. As used in this clause— “Government-furnished information” means information (1) in the possession of, or directly acquired by, the Government whereby the Government has title to or license rights in the information, and (2) subsequently furnished to the Contractor for performance of a contract.

“Information” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data including computer databases, computer software, and computer software documentation, and information such as financial, administrative, cost or pricing, or management information.

(b) The Government shall deliver to the Contractor the Government-furnished information (GFI) described in Attachment 4 of this contract. The Government shall furnish related information needed for the intended use of the

GFI.

(c) Software and intellectual property are forms of GFI that are not considered Government Property or Government Furnished Equipment as described in FAR 52.245-1. To the extent GFI has been described as Government Furnished Equipment or Property in other communications related to this procurement, any such Government Furnished Equipment references were in error and do not govern the parties to this contract.

(d) All technical data and computer software (as defined in DFARS 252.227-7013 and DFARS 252.227-7014) furnished by the Government is in an "as is" condition without any warranty as to its accuracy, completeness, or adequacy. The contractor shall use this technical data and computer software at its own risk. The Government assumes no responsibility for such furnished data/documentation/computer software nor will the Government have any liability for equitable adjustments to the terms and conditions of this contract should such data, documentation, or computer software prove to be inaccurate, incomplete, or otherwise defective.

(e) The Government shall retain title to or license rights in all GFI. Title to or license rights in GFI shall not be affected by its incorporation into or attachment to any information not owned by or licensed to the Government.

(f) The Contractor agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Government-furnished information received from the Government by the Contractor or by any person to whom the Contractor has released or disclosed such Government Furnished Technical Data.

H.6 SMALL BUSINESS PARTICIPATION

(a) Small Business Participation data shall be submitted on a semi-annual basis in accordance with the Small Business Participation form as Attached in Section J. If, at any time during contract performance, the Contracting Officer determines that Small Business participation levels are not being maintained at or above the goal, the Contractor will be required to submit a plan for reallocating resources in a manner that will ensure the goal will be met. The reallocation plan should be submitted no later than 15 days after notice from the Contracting Officer and implementation should begin within 20 days thereafter.

(b) Awardees proposed Small Business Participation Plan and goals will be incorporated into the resulting contract as a Section J attachment. Small Business participation dollars and percentages shall be measured by comparing the total actual contract dollars performed by Small Business concerns to the total yearly obligated value of the contract.

Failure to meet the overall Small Business Participation in the 18 month base period and each of the two 12 month options will affect the assessment provided in the Contractor Performance Assessment Report under Utilization of Small Business.

Section I - Contract Clauses

52.202-1 Definitions NOV 2013 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures MAY 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015 52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

APR 2014

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

OCT 2016

52.204-13 System for Award Management Maintenance OCT 2016 52.204-21 Basic Safeguarding of Covered Contractor Information

Systems

JUN 2016

52.209-4 First Article Approval--Government Testing SEP 1989 52.209-4 Alt I First Article Approval-Government Testing (Sep 1989)

Alternate I

JAN 1997

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

OCT 2015

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

JUL 2013

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.210-1 Market Research APR 2011 52.211-5 Material Requirements AUG 2000 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-14 Integrity of Unit Prices OCT 2010 52.219-8 Utilization of Small Business Concerns NOV 2016 52.219-9 Small Business Subcontracting Plan NOV 2016 52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999 52.219-28 Post-Award Small Business Program Rerepresentation JUL 2013 52.222-3 Convict Labor JUN 2003 52.222-4 Contract Work Hours and Safety Standards- Overtime

Compensation

MAY 2014

52.222-19 Child Labor -- Cooperation with Authorities and Remedies OCT 2016 52.222-20 Contracts for Materials, Supplies, Articles, and Equipment

Exceeding $15,000

MAY 2014

52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation FEB 1999 52.222-26 Equal Opportunity SEP 2016 52.222-37 Employment Reports on Veterans FEB 2016

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015 52.222-54 Employment Eligibility Verification OCT 2015 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.225-1 Buy American--Supplies MAY 2014 52.225-3 Buy American --Free Trade Agreement--Israeli Trade Act MAY 2014 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-9 Refund Of Royalties APR 1984 52.229-3 Federal, State And Local Taxes FEB 2013 52.230-2 Cost Accounting Standards OCT 2015 52.230-3 Disclosure And Consistency Of Cost Accounting Practices OCT 2015 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-11 Extras APR 1984 52.232-16 Progress Payments APR 2012 52.232-16 Alt I Progress Payments (Apr 2012) - Alternate I MAR 2000 52.232-17 Interest MAY 2014 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JUL 2013 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.239-1 Privacy or Security Safeguards AUG 1996 52.242-2 Production Progress Reports APR 1991 52.242-13 Bankruptcy JUL 1995 52.243-1 Changes--Fixed Price AUG 1987 52.244-6 Subcontracts for Commercial Items NOV 2016 52.245-1 Government Property APR 2012 52.245-9 Use And Charges APR 2012 52.246-24 Limitation Of Liability--High-Value Items FEB 1997 52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

APR 2012

52.249-8 Default (Fixed-Price Supply & Service) APR 1984 252.203-7997 (Dev) Prohibition on Contracting with Entities that Require Certain

Internal Confidentiality Agreements (Deviation 2016-O0003)

OCT 2015

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

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

OCT 2016

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

MAY 2016

252.211-7003 Item Unique Identification and Valuation MAR 2016 252.211-7007 Reporting of Government-Furnished Property AUG 2012 252.211-7008 Use of Government-Assigned Serial Numbers SEP 2010 252.219-7003 Small Business Subcontracting Plan (DOD Contracts)--Basic MAR 2016 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or

Hazardous Materials

SEP 2014

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014 252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7015 Technical Data--Commercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016 252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988 252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7004 DOD Progress Payment Rates OCT 2014 252.239-7000 Protection Against Compromising Emanations JUN 2004 252.239-7001 Information Assurance Contractor Training and Certification JAN 2008 252.239-7018 Supply Chain Risk OCT 2015 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

252.245-7002 Reporting Loss of Government Property APR 2012 252.245-7003 Contractor Property Management System Administration APR 2012 252.245-7004 Reporting, Reutilization, and Disposal SEP 2016 252.246-7001 Warranty Of Data MAR 2014 252.246-7007 Contractor Counterfeit Electronic Part Detection and

Avoidance System

AUG 2016

252.246-7008 Sources of Electronic Parts OCT 2016

CLAUSES INCORPORATED BY FULL TEXT

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 30th day after the designated billing office receives a proper payment request.

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of the 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 Contractor's payment request to the Government;

(B) Materials issued from the Contractor's 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 forms of payment to subcontractors.

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

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

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

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

(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…