W900KK-18-R-0006.pdf

CODE

(Hour)

PAGE(S)

until 03:00 PM local time 06 Nov 2017

X

A

X B

X C

D

EX

X

G

F 42 - 49 50 - 69

X H 70 - 78 jennifer.s.kimzey .civ@mail.mil

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 78

(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 1 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

12211 Science Dr, Orlando, FL conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

JENNIFER S. KIMZEY (407) 208-3297

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1 - 2

3 - 7

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

8 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

9 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 10 - 12 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 13 - 16 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 - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

17 - 40

PART II - CO NTRACT 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

06 Oct 2017

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W900KK-18-R-0006

Section A - Solicitation/Contract Form

A.1 The Unmanned Aircraft Systems (UAS) Instruction and Mission Support (IMS) will result in a Single Award (SA) Indefinite-Delivery/Indefinite-Quantity (IDIQ) contract with an ordering period of seven years. Initially, the Government will award the basic IDIQ contract as well as

Task Order (TO) 0001.

A.2 The IDIQ Not-to-Exceed Ceiling Amount is $553,200,000. The cumulative total of all TOs awarded as a result of this Contract shall not exceed $553,200,000 over the life of the contract without prior written approval from the Procurement Contracting Officer (PCO).

MINIMUM QUANTITY

MINIMUM AMOUNT

MAXIMUM QUANTITY

MAXIMUM AMOUNT

N/A $100,000 or the value of

Task Order 0001 (issued concurrent to award of this contract), whichever is less.

N/A $553,200,000

Section B - Supplies or Services and Prices

CLIN TYPE

Some base Contract Line Item Numbers (CLINs) are marked as Firm Fixed Price (FFP) but may be utilized for other contract types such as Cost Plus Fixed Fee (CPFF), Cost, etc. for TOs issued under the resulting contract. Each future TO will be reviewed by the PCO to determine the applicable contract type to meet the requirements. The CLINs marked as FFP in Section B of this IDIQ are established for the sole purpose of facilitating administration of the contract in the

Government’s Procurement Desktop Defense (PD2) system. Labor, travel, and other direct costs

(ODCs) will have separate CLINs, as applicable, at the TO level. The Government anticipates that most labor under UAS IMS will be on CPFF CLINs and the remaining labor will be on FFP

CLINs with travel and ODCs on a Cost (no fee)-type CLIN.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Lot Unmanned Aircraft System Support

COST

In accordance with (IAW) the Section J Performance Work Statement (PWS) and as further specified within each Task Order (TO) issued under this contract.

FOB: Destination

ESTIMATED COST

0002 Lot Contractor Manpower Reporting

COST

IAW Section C PWS Section 2.4.4 Contractor Manpower Reporting (CMR)

CMR for UAS IMS captured under TO 0001.

ESTIMATED COST

0003 Lot Option to Extend Services

FFP

IAW FAR Clause 52.217-8

NET AMT

RESERVED

FFP

RESERVED

RESERVED

RESERVED

RESERVED

RESERVED

RESERVED

B.1 The direct labor rates, escalation rates, indirect rates, and fully burdened labor rates

(exclusive of profit/fee), as proposed (or negotiated, if applicable) in the Cost/Price Workbook, for both the prime and the subcontractor(s), will be binding (and will be incorporated into

Section J of the resultant contract) and shall be the rates (subject to “Language for Subsequent

Contract” below) used at the Task Order (TO) level for the purposes of TO proposal, evaluation, and determination of fair and reasonable price. Subcontractors can independently/separately submit their portion of the proposal per delivery instructions IAW L.3.3-L.3.6; subcontractor proposals delivered separately shall clearly reference the prime Offeror with the submission. The

Government is not held liable in the event a subcontractor’s proposal is late IAW L.3.3.

LANGUAGE FOR SUBSEQUENT CONTRACT:

The direct labor rates, escalation factors, indirect rates, and fully burdened labor rates (exclusive of profit/fee) will be used, if required, to extend services if the Option to Extend Services (FAR

52.217-8) is exercised IAW FAR 37.111 Extension of Services: “the contracting officer may include an option clause (see FAR 17.208(f) [FAR 52.217-8]) in solicitations and contracts which will enable the Government to require continued performance of any services within the limits and at the rates specified in the contract.”

For the purposes of Task Order (TO) proposal, evaluation, and determination of fair and reasonable price the direct labor rates are binding and incorporated within Section J of this contract. Also, for the purpose of TO proposal, evaluation, and determination of fair and reasonable prices, escalation factors, indirect rates, and fully burdened labor rates (exclusive of profit/fee) are binding and incorporated within Section J of this contract, however, on an annual basis, during the month of May, the following rates may be adjusted which would affect the fully burdened labor rates:

- escalation rates: the escalation rates can be adjusted, if required, based on changes to the escalation rates listed within IHS Global Insight projection of Average Hourly Earnings for

Professional, Scientific, and Technical Service wages published by HIS Markit; and

- indirect rates: the contractor shall notify the Contracting Officer, in writing, no later than 30

April of each year, if indirect rates have changed and, if the revised indirect rates were incorporated into UAS IMS, would change the fully burdened rates by 5% or more. The

Government will work with DCMA to adjust the indirect rates, if required (if incorporation of revised indirect rates into UAS IMS would change the fully burdened rates by 5% or more), within UAS IMS based on information from the contractor and any information available to include Forward Pricing Rate Agreements (FPRAs) or Forward Pricing Rate Recommendations

(FPRRs).

In the event a new subcontractor (or subcontractors) is (are) required (other than those included in clause 52.244-2(j)) OR if an existing subcontractor needs to utilize an additional (but existing) labor category, the direct labor rates, indirect rates, and fully burdened labor rates associated with that subcontractor shall be proposed, negotiated (if applicable), and incorporated within

Section J of this contract prior to any TO award which includes the new subcontractor(s).

Section C - Descriptions and Specifications

The contractor shall furnish the necessary resources required to perform the work described in the Performance Work Statement (PWS), TO PWSs, and all associated attachments/exhibits referenced in Section J.

Section E - Inspection and Acceptance

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

0006 Destination Government Destination Government

0007 Destination Government Destination Government

0008 Destination Government Destination Government

0009 Destination Government Destination Government

0010 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection Of Services--Fixed Price AUG 1996

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-6 Inspection--Time-And-Material And Labor-Hour MAY 2001

252.246-7000 Material Inspection And Receiving Report MAR 2008

Section F - Deliveries or Performance

F.1 DELIVERY INFORMATION

The below delivery information may be adjusted depending on actual date of contract award;

contract award is expected for fourth quarter, Government Fiscal Year 2018.

F.2 ORDERING PERIOD

The contract is expected to have a seven year ordering period which will be specified in the

Ordering Clause 252.216-7006 at time of contract award.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC

0001 7 yrs. ADC N/A

0002 7 yrs. ADC N/A

0003 N/A N/A N/A N/A

0004 7 yrs. ADC N/A

0005 7 yrs. ADC N/A

0006 7 yrs. ADC N/A

0007 7 yrs. ADC N/A

0008 7 yrs. ADC N/A

0009 7 yrs. ADC N/A

0010 7 yrs. ADC N/A

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

Section G - Contract Administration Data

52.232-7 Payments Under Time-And-Materials And Labor Hour

Contracts

AUG 2012

252.204-0002 Line Item Specific: Sequential ACRN Order SEP 2009

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

CLAUSES INCORPORATED BY FULL TEXT

252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)

(a) "Definition. Contracting officer's representative" means an individual designated in accordance with subsection

201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

(End of clause)

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

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

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

Document type means the type of payment request or receiving report available for creation in Wide Area

WorkFlow (WAWF).

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

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

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

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

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

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

Course and use the Practice Training Site before submitting payment requests through

WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

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

Interchange, or File Transfer Protocol.

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

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

(Contracting Officer: Insert applicable document type(s). Note: If a “Combo” document type is identified but not supportable by the Contractor's business systems, an “Invoice” (stand-alone) and

“Receiving Report” (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in

WAWF, as specified by the contracting officer.

(Contracting Officer: Insert inspection and acceptance locations or “Not applicable”.)

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC TBD at the TO level

Issue By DoDAAC W900KK

Admin DoDAAC TBD at the TO level

Inspect By DoDAAC TBD at the TO level

Ship To Code TBD at the TO level

Ship From Code TBD at the TO level

Mark For Code TBD at the TO level

Service Approver (DoDAAC) TBD at the TO level

Service Acceptor (DoDAAC) TBD at the TO level

Accept at Other DoDAAC TBD at the TO level

LPO DoDAAC TBD at the TO level

DCAA Auditor DoDAAC TBD at the TO level

Other DoDAAC(s) TBD at the TO level

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

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

Additional Email Notifications” field of WAWF once a document is submitted in the system.

NAME EMAIL ADDRESS TELEPHONE # TITLE / WAWF ROLE

(S)

TBD TBD TBD COR/Inspector &

Acceptor (I/A)

TBD TBD TBD PD or Eng/Alternate

Acceptor

Jennifer S. Kimzey jennifer.s.kimzey.civ@mail.mil 407-208-3297 Contracting Officer

(PCO)/Issue By View

Only (IBVO)

Jamie Davies jamie.n.davies.civ@mail.mil 407-208-3261 Contract Specialist/Issue

By View Only (IBVO)

Isabel Rodriguez isabel.m.rodriguez12.civ@mail.mil 407-384-3709 Contract Specialist/Issue

By View Only (IBVO)

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

NAME EMAIL ADDRESS TELEPHONE # WAWF ROLE

Ron Crowder ronald.j.crowder.civ@mail.mil 407-208-3032 Group Administrator

(GAM) Primary

Thomas Bunch thomas.j.bunch.civ@mail.mil 407-384-3792 GAM Alternate

(h) Invoice Instruction: The last Receiving Report and last BVN Cost Voucher issued for each Task Order shall be properly annotated with a “Z” at the end of the shipment number (respectively for example AAA0005Z or

BVN0004Z ), and a “Y” for "yes" shall be entered in the field where it asks if this is the final.

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

mailto:jennifer.s.kimzey.civ@mail.mil mailto:jamie.n.davies.civ@mail.mil mailto:isabel.m.rodriguez12.civ@mail.mil mailto:ronald.j.crowder.civ@mail.mil mailto:thomas.j.bunch.civ@mail.mil

Section H - Special Contract Requirements

H.1 AVAILABILITY OF DATA ITEM DESCRIPTIONS (DIDs)

All Data Item Descriptions (DIDs) are available online via the Acquisition Streamlining and

Standardization Information System located at http://quicksearch.dla.mil.

H.2 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

H.2.1 Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visit the contractor’s facilities or in any other manner communicates with contractor personnel during the performance of this contract shall constitute a change under the

“Changes” Clause of this contract.

H.2.2 The contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this contract.

H.2.3 The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer’s. In the event the contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof. The address and telephone number of the Contracting Officer is: Jennifer S. Kimzey, Procuring Contracting

Officer, 407-208-3297, Jennifer.S.Kimzey.civ@mail.mil

H.3 LEVEL OF EFFORT (LOE) FOR COST PLUS FIXED FEE (CPFF) LINE ITEMS

The LOE to be provided by the contractor will be estimated by the Government for each individual task order. Each task order with CPFF line items will include the language below.

The fee percentage proposed will be binding for the life of the contract.

All CPFF line items under this contract are term form in accordance with (IAW) FAR

16.306(d)(2).

(a) The contractor is obligated to provide the below, specified LOE within the time period defined (IAW FAR 16.306(d)(4)) for each Contract Line Item Number (CLIN). If the specified

LOE changes this paragraph will be revised (via modification to the task order) to reflect the change.

CLIN Labor Category Hours

XXXX XXXXXXX XXXX (Government to complete)

(b) IAW FAR 16.306(a), the fixed fee associated with each CLIN will not vary with actual cost, but may be adjusted as a result of changes in the work to be performed (LOE) under this Task http://quicksearch.dla.mil/

Order (TO). The fixed fee of __[CONTRACTOR TO PROPOSE]__% is associated with each

CLIN. The fixed fee associated with each CLIN in the task order will be paid for hours performed from X%-100% (percentage to be determined by the Government for each TO; no less than 90% for any TO) of the specified LOE described in paragraph (a). In the event less than X% (percentage to be determined by the Government for each TO; no less than 90% for any

TO) of the LOE described in paragraph (a) is actually required (as a result of changes in the work to be performed), the fixed fee will be reduced (via modification to the task order) for the LOE not performed on a prorated basis using an “average fee dollar per hour” method calculated IAW the following formulas:

Original Fixed Fee $ = Average Fee $ per Hour

Original Specified LOE hours

(Average Fee $ per Hour) x ([Specified LOE hours IAW paragraph (a)] – [Actual LOE hours]) =

Fixed Fee Reduction $

(c) No later than one day after the CLIN period of performance end date, if the actual hours performed per CLIN are less than X% (percentage to be determined for each TO; no less than

90% for any TO) of the LOE described in paragraph (a), the contractor shall submit in writing to the Procuring Contracting Officer, the actual LOE performed, the amount by which the estimated cost of the CLIN(s) may be reduced, and a calculation of the appropriate fee reduction in accordance with (b).

(d) These terms and conditions do not supersede the requirements of either FAR clause 52.232-

20 “Limitation of Cost” or FAR clause 52.232-22 “Limitation of Funds”.

H.4 REIMBURSEMENT OF TRAVEL, PER DIEM, AND SPECIAL MATERIAL COSTS

(a) Area of Travel. Performance under this contract may require travel by contractor personnel.

If travel, domestic or overseas, is required, the contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances.

(b) Travel Policy. The Government will reimburse the contractor for allowable travel costs incurred by the contractor in performance of the contract in accordance with FAR Subpart

31.205-26. Travel required by tasks assigned under this contract shall be governed in accordance with: Federal Travel Regulations (FTR), prescribed by the General Services Administration, for travel in the contiguous United States; Joint Travel Regulation (JTR), Volume 2, DoD Civilian

Personnel, Appendix A, prescribed by the Department of Defense, for travel in Alaska, Hawaii, and other outlying areas of the United States; and Standardized Regulations (Government

Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign

Areas," prescribed by the Department of State, for travel in areas not covered by FTR and JTR.

(c) Travel. Travel and subsistence are authorized for travel beyond a fifty-mile radius of the contractor’s office whenever a task assignment requires work to be accomplished at a temporary alternate worksite. No travel or subsistence shall be charged for work performed within a fifty-mile radius of the contractor’s office. The contractor shall not be paid for travel or subsistence for contractor personnel who reside in the metropolitan area in which the tasks are being performed. Travel performed for personal convenience, in conjunction with personal recreation, or daily travel to and from work at the contractor’s facility will not be reimbursed.

(1) For travel costs other than described in paragraph (c) above, the contractor shall be paid on the basis of actual amount paid to the extent that such travel is necessary for the performance of services under the contract and is authorized by the COR in writing.

(2) When transportation by privately owned conveyance is authorized, the contractor shall be paid on a mileage basis not to exceed the applicable Government transportation rate as contained in the JTR or SR. Authorization for the use of privately owned conveyance shall be indicated in the basic contract. Distances traveled between points shall be shown on invoices as listed in standard highway mileage guides. Reimbursement will not exceed the mileage shown in the standard highway mileage guides.

(3) The contractor agrees, in the performance of necessary travel, to use the lowest cost mode commensurate with the requirements of the mission as set forth in the basic. When it is necessary to use air or rail travel, the contractor agrees to use coach, tourist class, or similar accommodations to the extent consistent with the successful and economical accomplishment of the mission for which the travel is being performed.

(4) The contractor’s invoices shall include receipts or other evidence substantiating actual costs incurred for authorized travel. In no event will such payments exceed the rates of common carriers.

(d) Vehicle and/or Truck Rentals. The contractor shall be reimbursed for actual rental/lease of special vehicles and/or trucks (i.e., of a type not normally used by the contractor in the conduct of its business) only if authorized in the basic contract or upon approval by the COR.

Reimbursement of such rental shall be made based on actual amounts paid by the contractor.

Use of rental/lease costs of vehicles and/or trucks that are of a type normally used by the contractor in the conduct of its business are not subject to reimbursement.

(e) Car Rental. The contractor shall be reimbursed for car rental, exclusive of mileage charges, as authorized in the basic contract or upon approval by the COR, when the services are required to be performed beyond the normal commuting distance from the contractor’s facilities. Car rental for a team on TDY at one site will be allowed for a minimum of four (4) persons per car, provided that such number or greater comprise the TDY team.

(f) Per Diem. The contractor shall not be paid for per diem for contractor personnel who reside in the metropolitan areas in which the tasks are being performed. Per Diem shall not be paid on services performed within a fifty-mile radius of the contractor’s home office or the contractor’s local office. Per Diem is authorized for contractor personnel beyond a fifty-mile radius of the contractor’s home or local offices whenever a task assigned requires work to be done at a temporary alternate worksite. Per Diem shall be paid to the contractor only to the extent that overnight stay is necessary and authorized under this contract. The authorized per diem rate shall be the same as the prevailing per diem in the worksite locality. These rates will be based on rates contained in the JTR or SR. The applicable rate is authorized at a flat seventy-five (75%) percent on the day of departure from contractor’s home or local office, and on the day of return.

Reimbursement to the contractor for per diem shall be limited to actual payments to per diem defined herein. The contractor shall provide actual payments of per diem defined herein. The contractor shall provide supporting documentation for per diem expenses as evidence of actual payment. For long-term travel required (travel for a period of 31 days or more) at one location, the applicable Meals and Incidental Expenses rate is authorized at a flat rate of 75% of the TDY location for all CONUS and OCONUS travel.

(g) Shipboard Stays. Whenever work assignments require temporary duty aboard a Government ship, the contractor will be reimbursed in accordance with the Joint Travel Regulations, Paragraph C4558, Per Diem For Travel By Ship.

(h) Special Material. “Special material” includes only the costs of material, supplies, or services which is peculiar to the ordered data and which is not suitable for use in the course of the contractor’s normal business. It shall be furnished pursuant to specific authorization approved by the COR. The contractor will be required to support all material costs claimed by its costs less any applicable discounts. “Special materials” include, but are not limited to, graphic reproduction expenses, or technical illustrative or design requirements needing special processing.

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

52.203-16 Preventing Personal Conflicts of Interest DEC 2011

52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

APR 2014

52.204-2 Security Requirements AUG 1996

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

52.204-22 Alternative Line Item Proposal JAN 2017

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

52.215-2 Audit and Records--Negotiation OCT 2010

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

AUG 2011

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

OCT 2010

52.215-23 Limitations on Pass-Through Charges OCT 2009

52.216-8 Fixed Fee JUN 2011

52.216-11 Cost Contract--No Fee APR 1984

52.217-5 Evaluation Of Options JUL 1990

52.219-6 Notice Of Total Small Business Set-Aside NOV 2011

52.219-14 Limitations On Subcontracting JAN 2017

52.222-3 Convict Labor JUN 2003

52.222-17 Nondisplacement of Qualified Workers MAY 2014

52.222-19 Child Labor -- Cooperation with Authorities and Remedies OCT 2016

52.222-21 Prohibition Of Segregated Facilities APR 2015

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

52.222-41 Service Contract Labor Standards MAY 2014

52.222-50 Combating Trafficking in Persons MAR 2015

52.222-54 Employment Eligibility Verification OCT 2015

52.222-55 Minimum Wages Under Executive Order 13658 DEC 2015

52.222-62 Paid Sick Leave Under Executive Order 13706 JAN 2017

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011

52.223-6 Drug-Free Workplace MAY 2001

52.223-10 Waste Reduction Program MAY 2011

52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

52.227-1 Authorization and Consent DEC 2007

52.228-5 Insurance - Work On A Government Installation JAN 1997

52.228-7 Insurance--Liability To Third Persons MAR 1996

52.229-3 Federal, State And Local Taxes FEB 2013

52.232-1 Payments APR 1984

52.232-17 Interest MAY 2014

52.232-18 Availability Of Funds APR 1984

52.232-20 Limitation Of Cost APR 1984

52.232-22 Limitation Of Funds APR 1984

52.232-23 Assignment Of Claims MAY 2014

52.232-25 Alt I Prompt Payment (Jan 2017) Alternate I FEB 2002

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 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.237-3 Continuity Of Services JAN 1991

52.242-1 Notice of Intent to Disallow Costs APR 1984

52.242-3 Penalties for Unallowable Costs MAY 2014

52.242-4 Certification of Final Indirect Costs JAN 1997

52.242-5 Payments to Small Business Subcontractors JAN 2017

52.242-13 Bankruptcy JUL 1995

52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984

52.243-3 Changes--Time-And-Material Or Labor-Hours SEP 2000

52.244-5 Competition In Subcontracting DEC 1996

52.244-6 Subcontracts for Commercial Items JAN 2017

52.245-1 Government Property JAN 2017

52.245-9 Use And Charges APR 2012

52.246-25 Limitation Of Liability--Services FEB 1997

52.249-6 Termination (Cost Reimbursement) MAY 2004

52.249-14 Excusable Delays APR 1984

52.253-1 Computer Generated Forms JAN 1991

252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013

252.203-7003 Agency Office of the Inspector General DEC 2012

252.203-7004 Display of Hotline Posters OCT 2016

252.204-7000 Disclosure Of Information OCT 2016

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7005 Oral Attestation of Security Responsibilities NOV 2001

252.204-7006 Billing Instructions OCT 2005

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

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of

Terrorism

OCT 2015

252.211-7007 Reporting of Government-Furnished Property AUG 2012

252.215-7000 Pricing Adjustments DEC 2012

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010

252.223-7004 Drug Free Work Force SEP 1988

252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or

Hazardous Materials

SEP 2014

252.225-7004 Report of Intended Performance Outside the United States and Canada--Submission after Award

OCT 2015

252.225-7012 Preference For Certain Domestic Commodities DEC 2016

252.225-7048 Export-Controlled Items JUN 2013

252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business

Concerns

SEP 2004

252.227-7039 Patents--Reporting Of Subject Inventions APR 1990

252.232-7010 Levies on Contract Payments DEC 2006

252.237-7010 Prohibition on Interrogation of Detainees by Contractor

Personnel

JUN 2013

252.239-7001 Information Assurance Contractor Training and Certification JAN 2008

252.242-7005 Contractor Business Systems FEB 2012

252.242-7006 Accounting System Administration FEB 2012

252.243-7002 Requests for Equitable Adjustment DEC 2012

252.244-7000 Subcontracts for Commercial Items JUN 2013

252.244-7001 Contractor Purchasing System Administration MAY 2014

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

252.247-7023 Transportation of Supplies by Sea APR 2014

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.

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

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

(M) Minutes from board of directors meetings.

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

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

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

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates,

(ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

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

Disputes clause.

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

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

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

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

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

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

(1) Shall be the anticipated final rates; and

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

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

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) Reduced by amounts found by the Contracting

Officer not to constitute allowable costs or (2) Adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the

Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver--

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

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