RFP_LTRaC-MAC2(Draft-29Jan2024).docx

W900KK24R0002

Section A - Solicitation/Contract Form

A.1. Effort: Live Training Ranges and Combat Training Centers (CTCs) (LTRaC) Multiple Award Contract (MAC) 2.

A.1.1. LTRaC MAC 2 - Non-Complex Efforts. Small Business Set Aside (SBSA) MAC, providing less complex / lower risk efforts, limited to minimal sub-systems with no complex interface(s) or dependencies to other subsystems. These efforts will include Continuous Technology Refreshments (CTR) / modification / modernization of existing instrumentation sub-systems and delivery of new sub-system capabilities. Tasks under this MAC may include studies, analysis, design, development, prototyping, procurement, production, integration, testing, fielding, documentation, training, sustainment, and disposal of live-fire training systems. Individual program efforts will define the detailed requirements on the Delivery/Task Order level. The programs included, but not limited to, under this MAC are:

· Future Army System of Integrated Targets (FASIT)

· Digital Range Training System (DRTS)

· Combat Training Center – Instrumentation System (CTC-IS)

· Homestation Instrumentation Training System (HITS)

· Joint Pacific Multinational Readiness Center (JPMRC)

· Synthetic Training Environment – Live Training Systems (STE-LTS)

· Marine Corps Live Training Efforts

A.2. Total Estimated Not-to-Exceed Ceiling Amount for all contracts awarded under the LTRaC MAC 2 is $344,119,306. Over the life of the contract, the cumulative total of all Orders awarded will not exceed the ceiling amount without prior written approval of the Contracting Officer.

A.3. The contracts awarded from this solicitation will be Indefinite Delivery Indefinite Quantity (IDIQ) type contracts with a total eight-years ordering period, consisting of a five-years base and a three-years option period. The Terms, Conditions, and Requirements herein apply to each contract separately, unless otherwise stated. All pricing will be negotiated and identified at the ordering level.

A.4. The guaranteed minimum amount for each IDIQ contract is $1,000 and is applicable at the time of initial award. To meet the guaranteed minimum at the time of each IDIQ contract award, the Government will issue an Order to each selected awardee. This initial Order will require the Offeror to support a post award conference. This level of effort Order shall not exceed $1,000. With the award of each of these level of effort Orders, the Government will satisfy its guaranteed minimum for each Contractor.

A.5. The Contract Line Item Number (CLIN) structure shall be established in Section B of each IDIQ contract and individual Orders issued. The LTRaC MAC 2 will allow for Firm Fixed Price (FFP) types of orders, Cost Reimbursement (CR) types of orders (Cost, Cost-Plus-Fixed-Fee, Time and Material, etc.), or a combination of FFP and CR CLINs. Each CLIN contract type will be approved in accordance with agency procedures.

A.5.1. The adequacy of a Contractor’s Accounting System must be determined by the Contracting Officer prior to the award of any Cost type Order in accordance with FAR 16.301-3 and DFARS 242.75.

A.5.2. The use of Time and Material contract types must be justified and approved by the Contracting Officer prior to the issuance of an individual Order Request for Proposal.

A.6. All CLIN unit quantities and pricing information provided in the resulting IDIQ contract are for administrative purposes only and may be adjusted throughout the life of the LTRaC MAC 2 unilaterally by the Contracting Officer. Actual Orders CLIN pricing will be established at the time of each Order award and will be reflected in each individual Order. Each Order requirements will be solicited based on the needs of the Government during the ordering period

Section B - Supplies or Services and Prices

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$1,000.00

$344,119,306.00

LTRaC MAC 2 – Base Ordering Period

FFP

Non-complex tech refreshes, modernizations, upgrades, and other non-complex live training efforts.

Based on the immediate needs of the Government during the LTRaC MAC 2 base ordering period, Orders will be issued for the contractor to provide less-complex / lower risk efforts (limited to minimal sub-systems with no complex interface(s) or dependencies to other subsystems) Continuous Technology Refreshments (CTR), modernizations, upgrades, and other non-complex live training efforts.

The LTRaC MAC 2 base ordering period shall be for 60 months after the contract issue date. Individual Orders will specify their respective periods of performance. The Orders may include CLINs for Travel, CDRLs, Government Furnished Equipment (GFE), and Contractor Acquired Property (CAP), as required.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

PSC CD: 6910

NET AMT

LTRaC MAC 2 – Base Ordering Period

CPFF

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

LTRaC MAC 2 – Base Ordering Period

COST

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

ESTIMATED COST

LTRaC MAC 2 – Base Ordering Period T&M NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

TOT ESTIMATED PRICE

CEILING PRICE

LTRaC MAC 2 – Option Period 1

FFP

Based on the immediate needs of the Government during the LTRaC MAC 2 - Option 1 ordering period, Orders will be issued for the contractor to provide less-complex / lower risk efforts (limited to minimal sub-systems with no complex interface(s) or dependencies to other subsystems) Continuous Technology Refreshments (CTR), modernizations, upgrades, and other non-complex live training efforts.

The LTRaC MAC 2 - Option 1 ordering period shall be for 36 months after the base ordering period. Individual Orders will specify their respective periods of performance. The Orders may include CLINs for Travel, CDRLs, Government Furnished Equipment (GFE), and Contractor Acquired Property (CAP), as required.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

NET AMT

LTRaC MAC 2 – Option Period 1

CPFF

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

LTRaC MAC 2 – Option Period 1

COST

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

ESTIMATED COST

LTRaC MAC 2 – Option Period 1 T&M NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

TOT ESTIMATED PRICE

CEILING PRICE

Section C - Descriptions and Specifications

C.1. STATEMENT OF WORK

The Statement of Work (SOW) for the Live Training Ranges and Combat Training Centers (CTCs) (LTRaC) Multiple Award Contract (MAC) 2 is incorporated by reference in Section J as Attachment 1 with the same force and effect as if set forth in full text.

C.1.1. 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 Wide Area Work Flow (WAWF) application within the Procurement Integrated Enterprise Environment (PIEE) e-Business suite.

C.1.2 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, Exhibit [Will be identified on each applicable Order] 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 [Will be identified on each applicable Order].

(2) ACO, Code [Will be identified on each applicable Order].

(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.

(g) DD Form 1423, Block 14 Mailing Addresses: [Will be identified on each applicable Order].

C.1.3. AVAILABILITY OF DATA ITEM DESCRIPTIONS (DIDs)C10_0U All unclassified Data Item Descriptions (DIDs) are available online via the Acquisition Streamlining and Standardization Information System located at https://assist.dla.mil.

C.2. AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

(a) 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.

(b) 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.

(c) 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: [Will be identified on each applicable Order].

C.3. ROLLING ADMISSIONS

C.3.1. The Government will conduct additional market research periodically after the award of the LTRaC MAC 2 to determine if the vendor pool is adequate to maximize practicable competition and provide adequate opportunities for business.

C.3.2. It is in the Government’s best interest that there remain an adequate number of Contractors eligible to compete for the LTRaC MAC 2 Orders to meet the Government’s requirements. Immediately following any loss of LTRaC MAC 2 members, the Contracting Officer, based on Market Research and consultation with the Program Management Team and the Office of Small Business Programs, will determine whether or not, and to what extent, to execute an open season rolling admission to ensure fair opportunity is maintained. Considerations will include maintaining competitions, time remaining in the ordering period, and work forecasted for the LTRaC MAC 2.

C.3.3. The Government will also determine whether it would be in the Government’s best interest to increase the number of Contractors eligible to compete for LTRaC MAC 2 Orders to meet the Government’s requirements.

C.3.4. The Government may initiate an open season to add additional Contractors to the LTRaC MAC 2 at any time, subject to the following conditions.

C.3.4.1. An open season notice is published at SAM.gov in accordance with FAR Part 5, Publicizing Contract Action;

C. 3.4.2. An open season solicitation is issued under current Federal procurement law;

C. 3.4.3. The solicitation identifies the total anticipated number of new contracts that ACC-ORL intends to award;

C. 3.4.4. Any Offeror that meets the eligibility requirements set forth in the open season solicitation may submit a proposal in response to the solicitation;

C.3.4.5. The award decision under the open season solicitation is based upon substantially the same evaluation Factors/Subfactors as the original LTRaC MAC 2 solicitation;

C.3.4.6. An Offeror’s proposal must meet all the evaluation criteria of the original LTRaC MAC 2 solicitation;

C.3.4.7. The terms and conditions of any resulting awards are materially identical to the existing version of the LTRAC MAC 2 Pool; and, C.3.4.8. The ordering period(s) described for any new awards shall coincide with the existing terms for all other Contractors, including option provisions, and shall end no later than eight-years from the LTRAC MAC 2 award date.

C.3.5. Immediately upon admission, a Contractor is eligible to submit a proposal in response to any Order solicitation and receive Orders with the same rights and obligations as any other Contractor.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

F.1. ORDERING PERIOD.

This Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Contract (MAC) contract includes a total potential ordering period of up to eight-years. The period of performance/ordering period for this contract shall be as follows:

F.1.1. LTRaC MAC 2 BASE ORDERING PERIOD.

The base ordering period shall be from the IDIQ contract award date through 60 months. Individual Orders will specify their respective periods of performance.

F.1.2. LTRaC MAC 2 OPTION 1 ORDERING PERIOD.

If exercised by the Government, the Option 1 ordering period shall be for 36 months after the base ordering period. Individual Orders will specify their respective periods of performance.

F.2. DELIVERY.

Unless specified otherwise by individual Orders, all items shall be delivered by the Contractor, F.O.B. Destination, all transportation charges prepaid, to the destinations specified and within the time periods specified in individual Orders. The term "delivery" means the successful completion of all requirements set forth in the contract, to include manufacturing/installation, inspection and acceptance, as specified. Delivery is considered complete upon execution of an unconditional DD Form 250, Material Inspection and Receiving Report, for items requiring submission of a DD Form 250 through the Wide Area Work Flow (WAWF) system, and/or upon receipt of a second endorsement acceptance by the Procuring Contracting Officer (PCO), or PCO designated representative [e.g., Contract Specialist (CS), Contracting Officer Representative (COR), Alternate Contracting Officer Representative (ACOR)]

Section G - Contract Administration Data

G.1. As indicated in DFARS PGI 204.7108, Payment Instructions, the Contracting Officer will insert a link to the table at https://www.acq.osd.mil/dpap/dars/pgi/pgi_htm/current/PGI204_71.htm#payment_instructions, in Section G of all the Orders that are funded by multiple accounting classification reference number citations.

CLAUSES INCORPORATED BY FULL TEXT

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

(a) Definitions. As used in this clause—

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

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

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

“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

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

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

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

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

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

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

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

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

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

(ii) For fixed price line items—

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

The applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable will be identified on each individual Order.

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

Each individual Order will identify either “Invoice 2in1” or the applicable invoice and receiving report document type(s) for fixed price line items for services.

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial financing, submit a commercial financing request.

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

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

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

Each individual Order will identify the applicable ‘Routing Data Table’ with DoDAAC information.

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

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

(g) WAWF point of contact.

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

Each individual Order will identify the applicable WAWF POCs information.

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

(End of clause)

Section I - Contract Clauses

CLAUSES INCORPORATED BY FULL TEXT

52.211-14 NOTICE OF PRIORITY RATING FOR NATIONAL DEFENSE, EMERGENCY PREPAREDNESS, AND ENERGY PROGRAM USE (APR 2008)

Any contract awarded as a result of this solicitation will be DO rated order certified for national defense, emergency preparedness, and energy program use under the Defense Priorities and Allocations System (DPAS) (15 CFR 700), and the Contractor will be required to follow all of the requirements of this regulation.

(End of provision)

52.216-7 ALLOWABLE COST AND PAYMENT (AUG 2018)

(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 https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedBeforeJune24.pdf and https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsAwardedafterJune24.pdf.

(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 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 contract, except--

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

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's…