D01.02_W913E5-17-C-0005.pdf

6/26/2017

JENKINS.ASHLEY.M.128

3675552

Digitally signed by JENKINS.ASHLEY.M.1283675552 DN: c=US, o=U.S. Government, ou=DoD, ou=PKI, ou=USA, cn=JENKINS.ASHLEY.M.1283675552 Date: 2017.06.27 13:22:54 -05'00'

W913E5-17-C-0005

Section B - Supplies or Services and Prices

ESTIMATED COST PER TASK

This is an incrementally funded cost contract. The total contract cost of $1,280,922 consists of four (4) research areas, under which are separately priced tasks, as follows:

- Research Focus Area 1: $525,581

Task 1.1 = $80,000

Task 1.2 = $60,000

Task 1.3 = $50,000

Task 1.4 = $60,950

Task 1.5 = $73,300

Task 1.6 = $30,000

Task 1.7 = $30,000

Task 1.8 = $81,331

Task 1.9 = $60,000

- Research Focus Area 2: $179,719

Task 2.1 = $49,719

Task 2.2 = $80,000

Task 2.3 = $50,000

- Research Focus Area 3: $316,582

Task 3.1 = $150,582

Task 3.2 = $50,000

Task 3.3 = $30,000

Task 3.4 = $26,000

Task 3.5 = $60,000

- Research Focus Area 4: $259,040

Task 4.1 = $49,040

Task 4.2 = $85,000

Task 4.3 = $75,000

Task 4.4 = $50,000

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Job $1,280,922.00 EST BAA - Vanderbilt

COST

Geospatial Investigation of Future Climate Conditions: The Impact on Supply

Chain and USACE Water Resource Infrastructure Using Enhanced Simulation and Spatial Visualization Capability

FOB: Destination

PURCHASE REQUEST NUMBER: W81EWF61387946

ESTIMATED COST $1,280,922.00 (EST.)

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

000101 $0.00 EST

Funding for CLIN 0001

COST

Funding for Tasks 2.1, 2.2, and 2.3 under Research Focus Area 2.

MILSTRIP: W81EWF61387946

PURCHASE REQUEST NUMBER: W81EWF61387946

ESTIMATED COST $ (EST.)

ACRN AA

CIN: W81EWF613879460001

$179,719.00

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

Title: Geospatial Investigation of Future Climate Conditions: The Impact on Supply Chain and USACE Water

Resource Infrastructure Using Enhanced Simulation and Spatial Visualization Capability

C.1. INTRODUCTION: This contract is the result of a successful proposal received under ERDC Broad Agency

Announcement (BAA) Number W912HZ-16-BAA-01.

C.2 OBJECTIVE: The primary objectives of this effort are to:

Study in greater detail potential supply chain impacts (direct and indirect) of current practices and policies related to navigation system management at high-risk (flooding and/or drought) climate locations for which the

Waterway Action Plan (WAPs) are intended to address.

Investigate and demonstrate the use of innovative decision-support methods for improving navigation system planning and management among waterway supply chain stakeholders.

Evaluate how shipper responses to extreme disruptive events may alter waterway freight demand and its corresponding impact on navigation system requirements.

Analyze the “multiplier effect” as climate-related stresses interact with aging infrastructure.

Identify meta-trends in supply chain behavior by carriers/shippers (e.g., shifts in modes, volumes and types of commodities transported) that may need to be considered in future analyses.

C.3. CONTRACTOR’S TECHNICAL PROPOSAL: In accordance with FAR 24.202(a) the Contractor’s

Proposal, excluding any cost information, and including all revisions up to the date of award, are incorporated herein by reference and made a part of this contract. This information may be releasable under the Freedom of Information

Act. The Contractor’s technical proposal entitled “Geospatial Investigation of Future Climate Conditions: The

Impact on Supply Chain and USACE Water Resource Infrastructure Using Enhanced Simulation and Spatial

Visualization Capability” is incorporated herein by reference and made a part thereof. In the event of any discrepancies between the Contractor’s proposal and this Performance Work Statement, this Performance Work

Statement shall govern.

C.4. PROPOSAL REVISIONS: See Paragraph C.9. “Reports and Deliverables” below.

C.5. NON-PERSONAL SERVICES: The Government and the Contractor hereby understand and agree that the services to be delivered under this contract by the Contractor to the Government are non-personal services, and the parties recognize and agree that no employer-employee or master-servant relationships exist or will exist under this contract between the Government and the Contractor's employees.

C.6. GOVERNMENT-FURNISHED EQUIPMENT: N/A

C.7. CONTRACTING OFFICER'S REPRESENTATIVE (COR): The identification of, duties, and limitations of the COR are specified in the COR appointment letter, which will be provided to the contractor at or shortly after the time of award. No Government personnel, other than the Contracting Officer, shall have the authority to do other than clarify technical points or supply relevant information to the Contractor regarding this contract. Specifically, no requirement in these specifications may be altered through verbal clarification. Only a warranted Contracting

Officer, acting within their delegated limits, has the authority to issue modifications or otherwise change the terms and conditions of this contract. If an individual other than the Contracting Officer attempts to make changes to the terms and conditions of this contract you shall not proceed with the change and shall immediately notify the

Contracting Officer.

C.8. MEETINGS AND REVIEWS: As outlined in the Contractor’s technical proposal.

C.9. REPORTS AND DELIVERABLES: In addition to the reports and deliverables listed in the Contractor’s proposal, the Contractor shall submit the following to the COR:

a. Interim Briefs / Monthly Reports: Reports describing progress on the project shall be submitted to the COR via email no later than the 10th calendar day following the reporting period in the format and content specified by

CRREL. Invoices for partial payment shall be accompanied by a current progress report. No partial payment will be approved unless a current progress report is received.

b. Complete Report / Technical Report: A report summarizing the results of the research performed under this contract shall be submitted in the format and content specified by CRREL that reports on findings and success toward meeting goals, moving to concept, and discussions recommending next stage of development and implementation of technologies. This report will be accompanied by any necessary augmenting datasets, algorithms, etc. developed during the period of performance. A draft version shall be submitted no later than one (1) month prior to the end of the period of performance of this contract. The Government will review and provide comments within fifteen (15) days of receipt. A final version, incorporating Government review comments if any, shall be submitted no later than the end of the period of performance of this contract.

c. Journal Quality Article: Pending the outcome of the R&D executed under this effort, the Government encourages the Contractor to publish articles for peer-reviewed scientific journals summarizing the results of the research performed under this contract. This is not required by the Government, but highly encouraged. The

Government will offer assistance in drafting and reviewing any journal publications.

d. DD Form 882 : The Contractor shall submit DD Form 882(s) in accordance with Section I, Clause No. 252.227-

7039, “Patents – Reporting of Subject Inventions”. If the period of service of this contract is not in excess of eighteen (18) months, an interim DD Form 882 is not required.

e. SF 298: The Contractor shall include a completed Standard Form 298, Report Documentation Page, with each copy of its final report as required by DFARS 252.235-7011.

C.10. VETERANS EMPLOYMENT EMPHASIS FOR U.S. ARMY CORPS OF ENGINEERS

CONTRACTS: In addition to complying with the requirements outlined in FAR Part 22.13, FAR Provision 52.222-

38, FAR Clause 52.222-35, FAR Clause 52.222-37, DFARS 222.13 and Department of Labor regulations, U.S.

Army Corps of Engineers (USACE) contractors and subcontractors at all tiers are encouraged to promote the training and employment of U.S. veterans while performing under a USACE contract. While no set-aside, evaluation preference, or incentive applies to the solicitation or performance under the resultant contract, USACE contractors are encouraged to seek out highly qualified veterans to perform services under this contract. The following resources are available to assist USACE contractors in their outreach efforts:

Federal Veteran employment information at http://www.fedshirevets.gov/index.aspx

Department of Labor Veterans Employment Assistance http://www.dol.gov/vets/

Department of Veterans Affairs–VOW to Hire Heroes Act http://benefits.va.gov/vow/

Army Wounded Warrior Program – http://wtc.army.mil/modules/employers/index.html

U.S. Chamber of Commerce Foundation–Hiring Our Heroes http://www.hiringourheroes.org/

Guide to Hiring Veterans – Reference Material http://www.whitehouse.gov/sites/default/files/docs/white_house_business_council_-

_guide_to_hiring_veterans_0.pdf

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

000101 N/A N/A N/A N/A

CLAUSES INCORPORATED BY REFERENCE

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-9 Inspection Of Research And Development (Short Form) APR 1984

252.246-7000 Material Inspection And Receiving Report MAR 2008

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 27-JUN-2017 TO

26-JUN-2020

N/A PR W2R2 COLD RGNS RSCH ENG LAB

REMOTE SENSING/GIS & WRB

72 LYME ROAD

HANOVER NH 03755-1290

603.646-4372

FOB: Destination

W14GQK

000101 N/A N/A N/A N/A

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

52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

INVOICING INSTRUCTIONS

G.1. DISSEMINATION OF CONTRACT INFORMATION: The Contractor shall be free to publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results of conclusions made pursuant to performance of this contract; provided, however, that it shall provide copies of any such publication or release of information to the Government's Contracting Officer for review and comment at least fourteen (14) days prior to any such release.

G.2. METHOD OF PAYMENT: With reference to Section G Clause No. 252.232-7003 ELECTRONIC

SUBMISSION OF PAYMENT REQUESTS, at the Contractor's Option he may, (a) upon completion of the work, submit one invoice for payment of the entire amount due under the contract in one lump sum, or (b) submit estimates of the amount and value of the work and services performed under the contract at any time during the period of performance, but not more frequently than once a month or for amounts less than $1000 (unless a final invoice). Procedures for submitting partial invoices under (b) above are as follows:

G.2.a. Upon approval of such estimate by the Contracting Officer's Representative (COR) or Contracting

Officer's Technical Representative (COTR), partial payment upon properly certified vouchers will be made to the Contractor as soon as practicable of the amount determined to be due, less all previous payments.

G.2.b. Upon completion by the Contractor of the work to be performed under the contract, acceptance of such work by the Government, and receipt of DD Form 882 (reference Section I, Clause 252.227-7039), the Contractor will be paid the balance of any money due for work performed.

WAWF Instructions

Contractor shall submit payment requests using Wide Area Workflow (WAWF) (see DFARS Clause 252.232-

7006 Wide Area WorkFlow Payment Instructions).

The Contractor shall:

• Register to use WAWF at https://wawf.eb.mil

• Ensure an electronic business point of contact (POC) is designated in the System for Award Management

(SAM) site at https://www.sam.gov within ten (10) calendar days after award of this contract.

• Submit invoices in WAWF using the valid codes and email addresses provided in DFARS 252.232-7006.

• Attach progress reports as required in Section C, Performance Work Statement (PWS).

The Government Acceptor will:

• Request payment recommendations from the COR/COTR via email.

• Upon receipt of a response to pay from the COR/COTR, process a receiving report in CEFMS.

The COR/COTR will:

• Respond to the Acceptor’s request for payment recommendation within two (2) work days, via email, based on the Contractor’s progress-to-date.

• Document the COR/COTR file with the payment recommendation

The Contractor will be notified if the above information changes.

ACCOUNTING AND APPROPRIATION DATA

AA: 96X31230000 082460 25203C7854099993 NA 96223

AMOUNT: $179,719.00

ACRN CLIN/SLIN CIN AMOUNT

AA 000101 W81EWF613879460001 $179,719.00

252.204-7006 Billing Instructions OCT 2005

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

CLAUSES INCORPORATED BY FULL TEXT

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).

Invoice only (stand-alone)

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

WAWF, as specified by the contracting officer.

Government

(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 964145

Issue By DoDAAC W913E5

Admin DoDAAC W913E5

Inspect By DoDAAC W913E5

Ship To Code W14GQK

Ship From Code N/A

Mark For Code N/A

Service Approver (DoDAAC) W913E5

Service Acceptor (DoDAAC) W913E5

Accept at Other DoDAAC N/A

LPO DoDAAC N/A

DCAA Auditor DoDAAC HAA645

Other DoDAAC(s) N/A

(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.

WAWF Acceptor: Lynn Long, Lynn.C.Long@usace.army.mil

Contracting Officer’s Representative: Dave Finnegan: David.Finnegan@usace.army.mil

Admin: Elizabeth Jette: Elizabeth.T.Jette@usace.army.mil

(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.

Contract Specialist: Will McFarland: William.A.McFarland@usace.army.mil

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

(End of clause) mailto:Lynn.C.Long@usace.army.mil mailto:David.Finnegan@usace.army.mil mailto:Elizabeth.T.Jette@usace.army.mil mailto:William.A.McFarland@usace.army.mil

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

52.203-17 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

52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

OCT 2016

52.204-13 System for Award Management Maintenance OCT 2016

52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

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

52.215-2 Alt II Audit and Records--Negotiation (Oct 2010) - Alternate II AUG 2016

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

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011

52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010

52.215-14 Integrity of Unit Prices OCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997

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

52.215-23 Limitations on Pass-Through Charges OCT 2009

52.216-11 Alt I Cost Contract--No Fee (Apr 1984) Alternate I APR 1984

52.219-4 Notice of Price Evaluation Preference for HUBZone Small

Business Concerns

OCT 2014

52.219-8 Utilization of Small Business Concerns NOV 2016

52.222-3 Convict Labor JUN 2003

52.222-21 Prohibition Of Segregated Facilities APR 2015

52.222-26 Equal Opportunity SEP 2016

52.222-35 Equal Opportunity for Veterans OCT 2015

52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014

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

52.223-6 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 Alt I Authorization And Consent (Dec 2007) - Alternate I APR 1984

52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-11 Patent Rights--Ownership By The Contractor MAY 2014

52.232-8 Discounts For Prompt Payment FEB 2002

52.232-22 Limitation Of Funds APR 1984

52.232-23 Assignment Of Claims MAY 2014

52.232-25 Prompt Payment JAN 2017

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

52.242-1 Notice of Intent to Disallow Costs APR 1984

52.242-3 Penalties for Unallowable Costs MAY 2014

52.242-13 Bankruptcy JUL 1995

52.243-2 Alt V Changes--Cost-Reimbursement (Aug 1987) - Alternate V APR 1984

52.243-6 Change Order Accounting APR 1984

52.244-2 Subcontracts OCT 2010

52.244-5 Competition In Subcontracting DEC 1996

52.244-6 Subcontracts for Commercial Items JAN 2017

52.246-25 Limitation Of Liability--Services FEB 1997

52.249-5 Termination For Convenience Of The Government

(Educational And Other Nonprofit Institutions)

AUG 2016

52.253-1 Computer Generated Forms JAN 1991

252.201-7000 Contracting Officer's Representative DEC 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

252.204-7000 Disclosure Of Information OCT 2016

252.204-7003 Control Of Government Personnel Work Product APR 1992

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

252.209-7005 Reserve Officer Training Corps and Military Recruiting on

Campus

MAR 2012

252.215-7000 Pricing Adjustments DEC 2012

252.215-7002 Cost Estimating System Requirements DEC 2012

252.225-7001 Buy American And Balance Of Payments Program-- Basic

(Dec 2016)

DEC 2016

252.225-7002 Qualifying Country Sources As Subcontractors DEC 2016

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

252.227-7013 Alt I Rights in Technical Data--Noncommercial Items (FEB 2014)

- Alternate I

JUN 1995

252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7016 Rights in Bid or Proposal Information JAN 2011

252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016

252.227-7028 Technical Data or Computer Software Previously Delivered to the Government

JUN 1995

252.227-7030 Technical Data--Withholding Of Payment MAR 2000

252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016

252.232-7010 Levies on Contract Payments DEC 2006

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

252.247-7023 Transportation of Supplies by Sea APR 2014

CLAUSES INCORPORATED BY FULL TEXT

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2013) -- ALTERNATE II (AUG 2012)

(a) Invoicing.

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

FAR subpart 31.3 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/.

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 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 indemnification of the Government against patent liability.

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JULY 2013)

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The

Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the

Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in

SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ( ) is, (X) is not a small business concern under NAICS Code 541712- assigned to contract number W913E5-17-C-0005.

(Contractor to sign and date and insert authorized signer's name and title).

52.223-9 ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR EPA-

DESIGNATED ITEMS (MAY 2008)

Postconsumer material means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.”

Recovered material means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

(b) The Contractor, on completion of this contract, shall--

(1) Estimate the percentage of the total recovered material content for EPA-designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of post-consumer material content; and

(2) Submit this estimate to the Contracting Officer.

52.243-7 NOTIFICATION OF CHANGES (JAN 2017)

(a) Definitions.

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

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

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the

Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing, within 3 calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state--

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

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

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

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

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

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

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

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

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

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

(c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in (b) above, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing and copies furnished to the

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

(d) Government response. The Contracting Officer shall promptly, within 3 calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either--

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

(2) Countermand any communication regarded as a change;

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

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

(e) Equitable adjustments.

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

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

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

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

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

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://farsite.hill.af.mil/VFDFARA.htm http://farsite.hill.af.mil/VFFARA.htm

252.227-7039 PATENTS--REPORTING OF SUBJECT INVENTIONS (APR. 1990)

The Contractor shall furnish the Contracting Officer the following:

(a) Interim reports every twelve (12) months (or such longer period as may be specified by the Contracting Officer) from the date of the contract, listing subject inventions during that period and stating that all…