Solicitation Amendment W91QV126RA0560001 SF 30.pdf

DRAFT11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

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

(a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER.

If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

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

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

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

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

16C. DATE SIGNED

Previous edition unusable STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6) CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X) 9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

CODE FACILITY CODE

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

Section 00 21 16 - Instructions to Proposers

Miscellaneous text in this section has been modified to:

General Instructions

This is a competitive solicitation for Boundary Wall VI Repair at Arlington National Cemetery (ANC), 100% set aside for Small Business. The Government intends to award a single Firm-Fixed- Price contract to the offeror responsible whose proposal conforms to the solicitation requirements and is determined to be the Lowest Price Technically Acceptable (LPTA) in accordance with the evaluation procedures outlined below.

FACTOR 1. TECHNICAL PLAN: To be rated "Acceptable," the offeror must submit a Technical Plan with their proposal. The plan must describe the offeror's approach to ensuring full compliance with the personnel requirements of the Statement of Work (SOW) throughout the contract's period of performance

Evaluation Standard:

The submitted plan will be evaluated on a pass/fail basis. The plan is "Acceptable" if and only if it includes all of the following elements. The omission of any single element will result in the plan being rated "Unacceptable."

1) Acknowledgement of SOW Requirements: The plan must explicitly acknowledge the mandatory requirements for all Key Personnel, including:

Stone masons and laborers must have a minimum of five (5) years of experience on projects involving repairs and/or reconstruction to historical stonework structures.

The Project Manager and/or Superintendent must have at least five (5) years of construction experience.

The contractor must have completed at least three (3) projects of similar scope as outlined in the

SOW.

W91QV126RA0560001

2) Process for Pre-Performance Verification: The plan must describe the offeror's internal process for verifying that all Key Personnel and the company meet the SOW experience and qualification requirements before work begins on the contract.

3) Process for Maintaining Qualified Personnel: The plan must describe the offeror's method for tracking and ensuring that all Key Personnel assigned to the project continue to meet the minimum experience and qualification requirements throughout the period of performance.

4) Process for Personnel Replacement: The plan must describe the offeror's process for ensuring that any proposed replacement for a Key Personnel position will also meet all SOW requirements prior to that individual being assigned to the contract.

5) Process for Construction Sequencing and Quality Control: The plan must describe the offeror's step-by-step process for:

Deconstruction and reconstruction of the stone boundary wall using historical methods, Installation of erosion and sediment control measures and tree protection, Ensuring quality workmanship and compliance with engineered design and historical preservation standards, Providing required technical sheets, engineered designs, and progress documentation to the Government.

FACTOR 2. PRICE: Fair and Reasonable Price with Lowest Price Technically Acceptable. The Price Factor will not be scored or rated. Offered pricing response will be evaluated for completeness, price reasonableness, and price balance in accordance with FAR 15.404-1.

Award will be made using the Lowest Price Technically Acceptable (LPTA) source selection process. Award will be made to the responsible offeror on the basis of the lowest evaluated price of proposals meeting or exceeding the acceptability standards for non-cost factors.

Section 00 45 00 - Representations and Certifications

The following clauses were added:

FAR Clauses Incorporated by Full Text

52.219-1 Small Business Program Representations. (Deviation) (Feb 2026)

Small Business Program Representations (Feb 2026) (Deviation)

(a) . As used in this provision-Definitions

Economically disadvantaged women-owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business concern eligible under the WOSB Program.

HUBZone small business concern means a small business concern that meets the requirements described in 13 CFR 126.200, is certified by the Small Business Administration (SBA) and designated by SBA as a HUBZone small business concern in the Small Business Search (SBS) (

13 CFR 126.103).

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300.

Small business concern-

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (b) of this provision.

(2) , as used in this definition, means business concerns, one of whom directly or Affiliates indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

Small disadvantaged business concern means a small business concern that-

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by one or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States, and

(2) The management and daily business operations of which are controlled (as defined at 13 CFR 124.106) by individuals who meet the criteria in paragraph (1) of this definition.

Women-owned small business (WOSB) concern eligible under the WOSB Program (in accordance with 13 CFR part 127) means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300.

(b)

(1) The North American Industry Classification System (NAICS) code for this acquisition is 238290 [insert NAICS code].

(2) The small business size standard is [insert size standard].$22.0M

(3) The small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce ( , nonmanufacturer), is 500 employees, or 150 employees for i.e.

information technology value-added resellers under NAICS code 541519, if the acquisition-

(i) Is set aside for small business and has a value above the simplified acquisition threshold;

(ii) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation preference; or

(iii) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(c) Representations.

(1) The offeror represents as part of its offer that-

(i) it is, is not a small business concern; or

(ii) It is, is not a small business joint venture that complies with the requirements of 13 CFR 121.103(h) and 13 CFR 125.8(a) and (b). [ The offeror shall enter the name and ____________ unique entity identifier of each party to the joint venture: __.]

(2) [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) The offeror represents that it is, is not a women-owned small disadvantage of this provision.] business concern.

(3) The Women-owned small business (WOSB) joint venture eligible under the WOSB Program.

offeror represents as part of its offer that it is, is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [ The offeror shall enter the name and unique ____ entity identifier of each party to the joint venture: __.]

(4) The Economically disadvantaged women-owned small business (EDWOSB) joint venture.

offeror represents as part of its offer that it is, is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [ The offeror shall enter the name and unique ____ entity identifier of each party to the joint venture: __.]

(5) . [SDVOSB joint venture eligible under the SDVOSB Program Complete only if the offeror is ]. The offeror represents as part of its offer that it is, is not a certified as a SDVOSB concern

SDVOSB joint venture eligible under the SDVOSB Program that complies with the requirements of 13 CFR 128.402. [ The offeror shall enter the name and unique entity identifier of each party ____ to the joint venture:__.]

(6) [HUBZone joint venture eligible under the HUBZone Program. Complete only if the offeror is a ] The offeror represents, as part of its offer, that it is, is not HUBZone small business concern.

a HUBZone joint venture that complies with the requirements of 13 CFR 126.616(a) through (c). [ The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____

__.] Each HUBZone small business concern participating in the HUBZone joint venture must be certified as a HUBZone concern.

(d) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a business Notice.

concern that is small, HUBZone small, small disadvantaged, service-disabled veteran-owned small, economically disadvantaged women-owned small, or women-owned small eligible under the WOSB Program in order to obtain a contract to be awarded under the preference programs established pursuant to section 8, 9, 15, 31, and 36 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, will be-

(1) Punished by imposition of fine, imprisonment, or both;

(2) Subject to administrative remedies, including suspension and debarment; and

(3) Ineligible for participation in programs conducted under the authority of the Act.

(End of provision)

Section 00 70 00 - Conditions of the Contract

Additional Information/Notes

The following clauses were deleted:

FAR Clauses Incorporated by Full Text 52.219-28 Postaward Small Business Program

Rerepresentation. (Deviation 2026-O0038) (Alternate I)

(Feb 2026) Alternate I (Feb 2026)

Alternate I . As prescribed in , substitute the (Feb 2026) (Deviation 2026-O0038) 19.101(a)(2)(iii)(B) following paragraph (g)(1) for paragraph (g)(1) of the basic clause:

(g)(1) The Contractor represents its small business size status for each one of the NAICS codes assigned to this contract.

NAICS Code Small business concern (yes/no)

[ ]Contracting Officer to insert NAICS codes.

Section 00 72 00 - General Conditions

The following clauses were added:

FAR Clauses Incorporated by Full Text

52.219-6 Notice of Total Small Business Set-Aside. (Deviation 2026- O0038)

(Feb 2026)

Notice of Total Small Business Set-Aside (Feb 2026) (Deviation 2026-O0038)

(a) . , as used in this clause-Definition Small business concern

(1) 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 size standards in this solicitation.

(2) , as used in paragraph (a)(1) of this clause, means business concerns, one of whom Affiliates directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) . This clause applies only to-Applicability

(1) Contracts that have been set aside for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in

8.4 and 16.5.

(c) .General

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(End of clause)

The following clauses were deleted:

FAR Clauses Incorporated by Full Text 52.219-27 Notice of Set-Aside for, or Sole-Source Award to, Service-

Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program.

(Feb 2026)

(Deviation 2026-O0038)

Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program. (Feb 2026) (Deviation 2026- O0038)

(a) .Definition

Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern-

(1)

(i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see FAR 19.106).

(3) , as used in this definition, means a veteran as defined in 38 U.S.C. Service-disabled veteran 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16) and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs' Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

(b) . This clause applies only to-Applicability

(1) Contracts that have been set aside for, or awarded on a sole-source basis to, SDVOSB concerns eligible under the SDVOSB Program;

(2) Part or parts of a multiple-award contract that have been set aside for SDVOSB concerns eligible under the SDVOSB Program; and

(3) Orders set aside for SDVOSB concerns eligible under the SDVOSB Program, under multiple-award contracts as described in 8.4 and 16.5.

(c) .General

(1) Offers are solicited only from concerns designated in SAM as SDVOSB concerns certified by SBA. Offers received from concerns that are not SDVOSB concerns certified by SBA will not be considered.

(2) Any award resulting from this solicitation will be made only to a concern designated in SAM as an SDVOSB certified by SBA.

(d) A joint venture may be considered an SDVOSB concern if the managing partner of the joint venture complies with the criteria defined in paragraph (a) of this clause and 13 CFR 128.402.

(e) In a joint venture that complies with paragraph (d) of this clause, the SDVOSB party or parties to the joint venture shall perform at least 40 percent of the work performed by the joint venture.

Work performed by the SDVOSB party or parties to the joint venture must be more than administrative functions.

(End of clause)

52.233-1 Disputes. (Deviation 2026-O0038) (Feb 2026)

Disputes (Feb 2026) (Deviation 2026-O0038)

(a) Definitions. As used in this clause-

Claim means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C. chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C. chapter 71. The submission may be converted to a claim under 41 U.S.C. chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

Defective certification means a certification that alters or otherwise deviates from the language in paragraph (d)(2)(iii) of this clause or which is not executed by a person authorized to bind the contractor with respect to the claim. Failure to certify must not be deemed to be a defective certification.

(b) This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

(c) Except as provided in 41 U.S.C. chapter 71, all disputes arising under or relating to this contract must be resolved under this clause.

(d)

(1) A claim by the Contractor must be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision.

A claim by the Government against the Contractor must be subject to a written decision by the Contracting Officer.

(2)

(i) The Contractor must provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification must state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor."

(3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer's decision must be final unless the Contractor appeals or files a suit as provided in 41 U.S.C. chapter 71.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor must inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer.

(h)

(1) The Government must pay interest on the amount found due and unpaid from the date that-

(i) The Contracting Officer receives the claim (certified, if required); or

(ii) Payment otherwise would be due, if that date is later, until the date of payment.

(2) For claims having defective certifications, interest must be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims must be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which applies to the period during which the Contracting Officer receives the claim and then at the rate that applies for each 6-month period as fixed by the Treasury Secretary while the claim is pending.

(i) The Contractor must proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract. The Contractor must comply with any decision of the Contracting Officer.

(End of clause)

52.249-2 Termination for Convenience of the Government (Fixed- Price).

(Apr 2012)

Termination for Convenience of the Government (Fixed-Price) (Apr 2012)

The Government may terminate performance of work under this contract in whole or, from time (a) to time, in part if the Contracting Officer determines that a termination is in the Government's interest. The Contracting Officer shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date.

After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the (b) Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:

Stop work as specified in the notice.(1)

Place no further subcontracts or orders (referred to as subcontracts in this clause) for (2) materials, services, or facilities, except as necessary to complete the continued portion of the contract.

Terminate all subcontracts to the extent they relate to the work terminated.(3)

Assign to the Government, as directed by the Contracting Officer, all right, title, and interest of (4) the Contractor under the subcontracts terminated, in which case the Government shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.

With approval or ratification to the extent required by the Contracting Officer, settle all (5) outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this clause.

As directed by the Contracting Officer, transfer title and deliver to the Government-(6)

The fabricated or unfabricated parts, work in process, completed work, supplies, and other (i) material produced or acquired for the work terminated; and

The completed or partially completed plans, drawings, information, and other property that, if (ii) the contract had been completed, would be required to be furnished to the Government.

Complete performance of the work not terminated.(7)

Take any action that may be necessary, or that the Contracting Officer may direct, for the (8) protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the Government has or may acquire an interest.

Use its best efforts to sell, as directed or authorized by the Contracting Officer, any property of (9) the types referred to in paragraph (b)(6) of this clause; , however, that the Contractor (i)is provided not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by, and at prices approved by, the Contracting Officer. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Government under this contract, credited to the price or cost of the work, or paid in any other manner directed by the Contracting Officer.

The Contractor shall submit complete termination inventory schedules no later than 120 days (c) from the effective date of termination, unless extended in writing by the Contracting Officer upon written request of the Contractor within this 120-day period.

After expiration of the plant clearance period as defined in Subpart 49.001 of the Federal (d) Acquisition Regulation, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the Contracting Officer. The Contractor may request the Government to remove those items or enter into an agreement for their storage. Within 15 days, the Government will accept title to those items and remove them or enter into a storage agreement.

The Contracting Officer may verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and shall correct the list, as necessary, before final settlement.

After termination, the Contractor shall submit a final termination settlement proposal to the (e) Contracting Officer in the form and with the certification prescribed by the Contracting Officer. The Contractor shall submit the proposal promptly, but no later than 1 year from the effective date of termination, unless extended in writing by the Contracting Officer upon written request of the

Contractor within this 1-year period. However, if the Contracting Officer determines that the facts justify it, a termination settlement proposal may be received and acted on after 1 year or any extension. If the Contractor fails to submit the proposal within the time allowed, the Contracting Officer may determine, on the basis of information available, the amount, if any, due the Contractor because of the termination and shall pay the amount determined.

Subject to paragraph (e) of this clause, the Contractor and the Contracting Officer may agree (f) upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount, whether under this paragraph (f) or paragraph (g) of this clause, exclusive of costs shown in paragraph (g)(3) of this clause, may not exceed the total contract price as reduced by (1) the amount of payments previously made and (2) the contract price of work not terminated.

The contract shall be modified, and the Contractor paid the agreed amount. Paragraph (g) of this clause shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph.

If the Contractor and the Contracting Officer fail to agree on the whole amount to be paid (g) because of the termination of work, the Contracting Officer shall pay the Contractor the amounts determined by the Contracting Officer as follows, but without duplication of any amounts agreed on under paragraph (f) of this clause:

The contract price for completed supplies or services accepted by the Government (or sold or (1) acquired under paragraph (b)(9) of this clause) not previously paid for, adjusted for any saving of freight and other charges.

The total of-(2)

The costs incurred in the performance of the work terminated, including initial costs and (i) preparatory expense allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid under paragraph (g)(1) of this clause;

The cost of settling and paying termination settlement proposals under terminated subcontracts (ii) that are properly chargeable to the terminated portion of the contract if not included in subdivision (g)(2)(i) of this clause; and

A sum, as profit on subdivision (g)(2)(i) of this clause, determined by the Contracting Officer (iii) under 49.202 of the Federal Acquisition Regulation, in effect on the date of this contract, to be fair and reasonable; however, if it appears that the Contractor would have sustained a loss on the entire contract had it been completed, the Contracting Officer shall allow no profit under this subdivision (g)(2)(iii) and shall reduce the settlement to reflect the indicated rate of loss.

The reasonable costs of settlement of the work terminated, including-(3)

Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of (i) termination settlement proposals and supporting data;

The termination and settlement of subcontracts (excluding the amounts of such settlements); (ii) and

Storage, transportation, and other costs incurred, reasonably necessary for the preservation, (iii) protection, or disposition of the termination inventory.

Except for normal spoilage, and except to the extent that the Government expressly assumed (h) the risk of loss, the Contracting Officer shall exclude from the amounts payable to the Contractor under paragraph (g) of this clause, the fair value as determined by the Contracting Officer, for the loss of the Government property.

The cost principles and procedures of part 31 of the Federal Acquisition Regulation, in effect on (i) the date of this contract, shall govern all costs claimed, agreed to, or determined under this clause.

The Contractor shall have the right of appeal, under the Disputes clause, from any (j) determination made by the Contracting Officer under paragraph (e), (g), or (l) of this clause, except that if the Contractor failed to submit the termination settlement proposal or request for equitable adjustment within the time provided in paragraph (e) or (l), respectively, and failed to request a time extension, there is no right of appeal.

In arriving at the amount due the Contractor under this clause, there shall be deducted-(k)

All unliquidated advance or other payments to the Contractor under the terminated portion of (1) this contract;

Any claim which the Government has against the Contractor under this contract; and(2)

The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by (3) the Contractor or sold under the provisions of this clause and not recovered by or credited to the Government.

If the termination is partial, the Contractor may file a proposal with the Contracting Officer for an (l) equitable adjustment of the price(s) of the continued portion of the contract. The Contracting Officer shall make any equitable adjustment agreed upon. Any proposal by the Contractor for an equitable adjustment under this clause shall be requested within 90 days from the effective date of termination unless extended in writing by the Contracting Officer.

(m)

The Government may, under the terms and conditions it prescribes, make partial payments and (1) payments against costs incurred by the Contractor for the terminated portion of the contract, if the Contracting Officer believes the total of these payments will not exceed the amount to which the Contractor will be entitled.

If the total payments exceed the amount finally determined to be due, the Contractor shall (2) repay the excess to the Government upon demand, together with interest computed at the rate established by the Secretary of the Treasury under 50 U.S.C. App.1215(b)(2). Interest shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor's termination settlement proposal because of retention or other disposition of termination inventory until 10 days after the date of the retention or disposition, or a later date determined by the Contracting Officer because of the circumstances.

Unless otherwise provided in this contract or by statute, the Contractor shall maintain all (n) records and documents relating to the terminated portion of this contract for 3 years after final settlement. This includes all books and other evidence bearing on the Contractor's costs and expenses under this contract. The Contractor shall make these records and documents available to the Government, at the Contractor's office, at all reasonable times, without any direct charge. If approved by the Contracting Officer, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents.

(End of clause)

9410 JACKSON LOOP SUITE 101, FORT BELVOIR VA 22060-5116

FORT BELVOIR, VA 22060-5116

UNITED STATES

AMBER PEEPLES, EMAIL: AMBER.K.PEEPLES.CIV@ARMY.MIL TELEPHONE: (520) 671-5013

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