15M20020QA32OS005 0001.pdf

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AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER

3. EFFECTIVE DATE

09/02/2020

4. REQUISITION/PURCHASE REQUISITION NUMBER

M-20-A32-R-001186

5. PROJECT NUMBER (If applicable)

15M200CODE

Office of Security Contracts JSD-OSC, CG-3, 14th FL Office of Security Contracts Landover Operations Center, 3601 Pennsy Drive Landover, MD 20785

6. ISSUED BY CODE7. ADMINISTERED BY (If other than Item 6)

9A. AMENDMENT OF SOLICITATION NUMBER

15M20020QA32OS005

CODE FACILITY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, country, state and ZIP Code) (X)

X 9B. DATED (SEE ITEM 11)

09/02/2020

10A. MODIFICATION OF CONTRACT/ORDER

NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X XThe 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 __1__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 date, 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.)

The purpose of this amendment is to incorporate answers to questions received in response to this solicitation.

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)

Tiffany M Wright

(Signature of person authorized to sign)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED

By (Signature of Contracting Officer)

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

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

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Table of Contents

Section Description Page Number

1 Solicitation/Contract Form 2 Commodity or Services Schedule 3 Contract Clauses

USMS-0012 Contracting Officer's Representative (COR) USMS-0001 Release of Residual Funds ($100 or Less) USMS-0002 Release of Residual Funds (Greater Than $100) USMS-0005 DOJ Procurement Guidance Document; Restrictions and Prohibition on Use of FY 2015 Funds (FAR 52.209-5 DEVIATION 15-02 (May 11, 2015)

USMS-0009 NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

USMS-0011 RELEASE OF CLAIMS

52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 52.211-11 Liquidated Damages-Supplies, Services, or Research and Development (Sept 2000) 52.252-4 Alterations in Contract (Apr 1984) 52.212-3 Offeror Representations and Certifications--Commercial Items (Aug 2020) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items (Aug 2020) 52.216-18 Ordering (Aug 2020) 52.216-19 Order Limitations (Oct 1995) 52.216-22 Indefinite Quantity (Oct 1995) USMS-0007 Federal Workplace Responses to Domestic Violence, Sexual Assault and Stalking (2014)

USMS-0010 CONTRACT/ORDER CLOSEOUT - FIXED-PRICE, TIME-AND-MATERIALS, OR

LABOR HOURS

52.245-1 Government Property (Jan 2017) 52.245-9 Use and Charges (Apr 2012)

4 List of Attachments 5 Solicitation Provisions

52.209-7 Information Regarding Responsibility Matters (Oct 2018) 52.204-26 Covered Telecommunications Equipment or Services-Representation (Dec 2019) 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020) 52.222-56 Certification Regarding Trafficking in Persons Compliance Plan (Mar 2015) 52.204-22 Alternative Line Item Proposal (Jan 2017) 52.252-3 Alterations in Solicitation (Apr 1984) 2852.233-70 Protests Filed Directly with the Department of Justice (Jan 1998) 52.217-5 Evaluation of Options (July 1990) 52.212-2 Evaluation-Commercial Items (Oct 2014)

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Section 2 - Commodity or Services Schedule

United States Marshals Service X-Ray Maintenance and Service

Due Date: September 8, 2020 12:00 PM EDT

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

SEE ATTACHMENT 3 - PRICING TEMPLATE

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Section 3 - Contract Clauses

Clauses By Full Text

USMS-0012 Contracting Officer's Representative (COR)

CONTRACTING OFFICER'S REPRESENTATIVE (COR) (AUG 2017)

(a) ___________________________ is hereby designated as the Contracting Officer's Representative (COR). The COR may be chan ged at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is lo cated at:

Phone Number:____________________ E-mail:____________________

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the contract and serves as technical liaison with the contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the contract.

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which aff ect the contract price, terms or conditions. Any contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contracting Officer. The Cont racting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and tran smitting a copy of such designation to the contractor.

(End of clause)

USMS-0001 Release of Residual Funds ($100 or Less)

The contractor is advised when submitting the final invoice under this contract to submit an information copy of the invoice to the Contracting Officer. The invoice must be marked “Information Copy – Final Invoice.” If residual funds on the contract total $100 o r less, the government will automatically deobligate the residual funds without further communication with the vendor. Upon receipt and payment of the final invoice, it is understood and agreed that all outstanding obligations incurred on the above referenced contrac t have been satisfied. Therefore, it is further understood and agreed that the government shall not be liable for the payment of any fu ture invoices that may be submitted under the above referenced contract. (Applies to all contracts)

(End of clause)

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USMS-0002 Release of Residual Funds (Greater Than $100)

If funds greater than $100 remain on this contract after the final invoice, the Government will issue a bilateral modification to author ize release of those funds. The contractor’s signature on the modification will constitute understanding and agreement that all outstan ding obligations incurred on this contract have been satisfied. The Government shall not be held liable for the payment of any further invoices submitted under this contract. The contractor will have up to 30 calendar days after issuance of the modification to sign and return it. Further, failure to sign and return the modification within the stated time period shall be considered acceptance of the gov ernment’s intent to deobligate the residual funds; and releases the Government from any future liability stemming from or related to this contract. (Applies to all contracts.)

(End of clause)

USMS-0005 DOJ Procurement Guidance Document; Restrictions and Prohibition on Use of FY 2015 Funds (FAR 52.209-5 DEVIATION 15-02 (May 11, 2015)

Fiscal Year (FY) 2015 Appropriation Act (Consolidated and Further Continuing Appropriations Act, 2015 (Title Il, Division B, Pub lic Law 113-23 5), hereafter, "the Act"). The Act provides certain restrictions on use of funds when contracting with any corporation

(l) convicted of a felony criminal violation under Federal law or (2) that has an unpaid tax liability; (3) prohibits awarding a contract to any contractor that requires an employee or contractors to sign a confidentiality agreement which restricts such employees or con tractors from reporting fraud, waste, and abuse; and (4) prohibits awarding a contract in an amount greater than $5 million to any contr actor that has failed to file Federal tax returns with the Internal Revenue Service (IRS), has been convicted of a criminal offense under the Internal Revenue Code (IRC), or has an unpaid Federal tax assessment.

Refer to this link for a summary of the provisions, and procedures for ensuring compliance: http://dojnet.doj.gov/jmd/cao/pdfs/pgd_1 5_02_restrictions_prohibitions_fy2015_funds.pdf

(End of Clause)

USMS-0009 NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

Non-Disclosure and Confidentiality Agreement

This Non-Disclosure/Confidentiality Agreement is a standard agreement designed for use by and its employees and subcontractors assigned to work as a/an for the Department of Justice, United States Marshals Service (USMS), under The use of this agreement is designed to protect non-public information from disclosure and to prevent violations of federal statutes and regulati ons.

The contract and the employees working on the contract will be subject to the whistleblower r ights and remedies in the pilot program on Contractor employee whistleblower protections esta blished at 41 U.S.C. 4705, 41 U.S.C. 4712, and FAR 3.908.

During your assignment, you agree to:

1. Use only for Government purposes any and all confidential business, procurement, and/or other sensitive informat ion to which you are given direct or indirect access.

1. Not to disclose non-public information by any means (in whole or in part, alone or in combination with other informa tion, directly or indirectly or derivatively) to any person except to a Contracting Officer’s Representative (COR), Cont racting Officer (CO), or other U.S. Government official with a need to know. All distribution of information will be co ntrolled by the CO.

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1. a. The signatory will not disclose any classified information received in the course of suc h intelligence or intelligence-related activity unless specifically authorized to do so by the United States Government; and

1. This NDA does not bar disclosures to Congress. Or to an authorized office of an executive agency or the Departme nt of Justice, which are essential to report a substantial violation of law.

1. Except as necessary in the performance of your work assignment, you will not, without the written approval of the COR, CO or USMS Manager:

1. a. Disseminate any oral, written or electronic information which constitutes non-public information covered under this Agreement, and that is obtained as a result of the accompl ishment of work performed under the aforementioned contract/task order; or,

1. b. Remove any documents or electronic media containing non-public information under this Agreement from the place of your work assignment.

1. c. Non-public information, as used herein, includes trade secrets, confidential or proprie tary business information as defined under the Freedom of Information Act, 5 U.S.C. 552, procurement and any other proprietary information in any form, whether drawings, designs, schedules, plans, studies, software, prototypes, samples, or formulas, whether by verbal, ele ctronic or written communication.

1. Not to use no-public information for any non-governmental purpose including but not limited to: the preparation of bids and proposals, or the development or execution of other business or commercial venture.

1. These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligation s, rights or liabilities created by existing statues or Executive order relating to (1) classified information, (2) comm unications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation or mism anagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or s afety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and li abilities created by controlling Executive orders and statutory provisions are incorporated into the agreement and a re controlling.

By signing this agreement, you agree that:

1. You have been advised that all data covered by this Agreement that is furnished by the Government, including any copies, notes or working papers derived or produced therefrom, are the property of the Government.

1. You understand that any unexcused failure to surrender such materials promptly, or improper conversion of such materials for use not called for by your work assignment (e.g., delivery of a document, or a copy thereof, or notes containing information ta ken from the document, to someone not authorized by the Government to receive such information), may be in violation of18 U.

S.C. 461(theft of Government property).

1. In accordance with the aforementioned contract/task order provisions, this Agreement may be formally modified or changed by the Government in those instances in which the courts (e.g., civil investigative demands), or specific circumstances dictate such a modification or change. You will be afforded an opportunity to review and concur with such changes.

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1. You further acknowledge that you understand the provisions of the sections above and will continue to comply with the provis ions herein even after your work assignment is completed. Additionally, you understand that you may be required to disclose the information subject to this agreement pursuant to the provisions of a valid court order.

It is understood that this Non-Disclosure/ Confidentiality Agreement is used to ensure that Contractors and contractor’s employees are aware of and commit to comply with the confide ntiality requirements described above.

AGREED:

Name (Print)

Name (Signature) Date

Title

Company

USMS-0011 RELEASE OF CLAIMS

At the conclusion of the contract (or task order), the Contractor shall submit with the Final Invoice a release of claims against the Un ited States arising out of the contract (or task order), other than claims specifically excepted from the operation of the release. Copies of the required form may be obtained from the Contracting Officer.

52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Off icer may exercise the option by written notice to the Contractor within 30 calendar days [insert the period of time within which the C ontracting Officer may exercise the option].

(End of clause)

52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 calendar [insert the period of time within which the Contracting Officer may exercise the option]; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar days [60 days unless a different number of days is inserted] before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months (months)(ye ars).

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52.211-11 Liquidated Damages-Supplies, Services, or Research and Development (Sept 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $280.14 [Contracting Officer insert amount] per calendar d ay of delay.

(b) If the Government terminates this contract in whole or in part under the Default-Fixed-Price Supply and Service clause, the Cont ractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and w ithout the fault or negligence of the Contractor as defined in the Default-Fixed-Price Supply and Service clause in this contract.

(End of clause)

52.252-4 Alterations in Contract (Apr 1984)

Portions of this contract are altered as follows:

(End of clause)

52.216-18 Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 09/12/2020 through 09/11/2025 [insert dates].

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

52.216-19 Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than __________ [insert dollar figure or quantity], the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor--

(1) Any order for a single item in excess of the annual estimated quantity [insert dollar figure or quantity];

(2) Any order for a combination of items in excess of 120% of the annual estimated quantity [insert dollar figure or quantity]; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in para graph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regula tion (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

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(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitat ions in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 days after issuance, with written notic e stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quanti ty designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orde rs that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locati ons.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Con tractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contr actor shall not be required to make any deliveries under this contract after 09/11/2025 [insert date].

(End of clause)

USMS-0007 Federal Workplace Responses to Domestic Violence, Sexual Assault and Stalking (2014)

(a) Department Policy on Domestic Violence, Sexual Assault, and Stalking. It is the Department 's policy to enhance workplace awareness of and safety for victims of domestic violence, sexual assault, and stalking. This policy is summarized in DOJ Policy Stat ement 1200.02 (Policy Statement), available in full for public viewing at http://www.justice.gov/sites/default/files/ovw/legacy/2013 /12/19/federal-workplacee-responses-to-domesticviolence-sexualassault-stalking.pdf. Vendor agrees, upon contract award, to prov ide notice of this Policy Statement, including at a minimum the above-listed URL, to all of Vendor 's employees and employees of sub contractors who will be assigned to work on Department premises.

(b) Point of Contact for Victims of Domestic Violence, Sexual Assault, and Stalking – United States Marshals Service - Assis tant Chief for Policy and Oversight.

Upon contract award, the Department will notify contractor of the name and contact information for the Point of Contact for Victims of domestic violence, sexual assault, and stalking for the component or components where Contractor will be performing. Contractor a grees to inform its employees and employees of subcontractors who will be assigned to work on Department premises of the name and contact information for the Victim Point of Contact.

USMS-0010 CONTRACT/ORDER CLOSEOUT - FIXED-PRICE, TIME-AND-MATERIALS, OR LABOR HOURS

Timely contract closeout is a priority under this contract/order. The Contractor shall submit a final invoice within thirty (30) calendar days after the expiration of this contract/order, unless the Contractor requests and is granted an extension by the Contracting Officer, in writing. In addition, and concurrent with the submission of the final invoice, the Contractor shall notify the Contracting Officer of the amount of excess funds that can be deobligated from this contract/order so the closeout process can begin as soon as possible upon expiration of this contract/order. A bilateral contract/order closeout modification will be forwarded to the Contractor by the Contrac ting Officer and must be signed by the Contractor and returned to the Contracting Officer within thirty (30) calendar days of issuance of the modification. A Contractor’s failure to respond and/or sign the bilateral closeout modification within thirty (30) calendar days of receipt will constitute approval of the terms of the modification and the modification will subsequently be processed unilaterally by the Contracting Officer to deobligate excess funds and close this contract/order.

If this contract/order contains option periods, the Contractor is required to submit an invoice within sixty (60) calendar days after ex piration of the base period of performance and the expiration of each exercised option period of performance to allow for deobligation of excess funds that were obligated in those respective periods of performance.

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52.245-1 Government Property (Jan 2017)

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

"Cannibalize" means to remove parts from Government property for use or for installation on other Government property.

"Contractor-acquired property" means property acquired, fabricated, or otherwise provided by the Contractor for performing a contrac t, and to which the Government has title.

"Contractor inventory" means--

(1) Any property acquired by and in the possession of a Contractor or subcontractor under a contract for which title is vested in the Go vernment and which exceeds the amounts needed to complete full performance under the entire contract;

(2) Any property that the Government is obligated or has the option to take over under any type of contract, e.g., as a result either of any changes in the specifications or plans thereunder or of the termination of the contract (or subcontract thereunder), before completi on of the work, for the convenience or at the option of the Government; and

(3) Government-furnished property that exceeds the amounts needed to complete full performance under the entire contract.

"Contractor's managerial personnel" means the Contractor's directors, officers, managers, superintendents, or equivalent representat ives who have supervision or direction of--

(1) All or substantially all of the Contractor's business;

(2) All or substantially all of the Contractor's operation at any one plant or separate location; or

(3) A separate and complete major industrial operation.

(a) "Demilitarization" means rendering a product unusable for, and not restorable to, the purpose for which it was designed or is cu stomarily used.

"Discrepancies incident to shipment" means any differences (e.g., count or condition) between the items documented to have been shipped and items actually received.

"Equipment" means a tangible item that is functionally complete for its intended purpose, durable, nonexpendable, and needed for the performance of a contract. Equipment is not intended for sale, and does not ordinarily lose its identity or become a component part of another article when put into use. Equipment does not include material, real property, special test equipment or special tooling.

"Government-furnished property" means property in the possession of, or directly acquired by, the Government and subsequently fu rnished to the Contractor for performance of a contract. Government-furnished property includes, but is not limited to, spares and p roperty furnished for repair, maintenance, overhaul, or modification. Government-furnished property also includes contractor-acquired property if the contractor-acquired property is a deliverable under a cost contract when accepted by the Government for continued use under the contract.

"Government property" means all property owned or leased by the Government. Government property includes both Government-fur nished and Contractor-acquired property. Government property includes material, equipment, special tooling, special test equipment, and real property. Government property does not include intellectual property and software.

"Loss of Government property" means unintended, unforeseen or accidental loss, damage or destruction to Government property that reduces the Government's expected economic benefits of the property. Loss of Government property does not include purposeful de structive testing, obsolescence, normal wear and tear or manufacturing defects. Loss of Government property includes, but is not lim ited to--

(1) Items that cannot be found after a reasonable search;

(2) Theft;

(3) Damage resulting in unexpected harm to property requiring repair to restore the item to usable condition; or

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(4) Destruction resulting from incidents that render the item useless for its intended purpose or beyond economical repair.

"Material" means property that may be consumed or expended during the performance of a contract, component parts of a higher ass embly, or items that lose their individual identity through incorporation into an end item. Material does not include equipment, special tooling, special test equipment or real property.

"Nonseverable" means property that cannot be removed after construction or installation without substantial loss of value or damage to the installed property or to the premises where installed.

"Precious metals" means silver, gold, platinum, palladium, iridium, osmium, rhodium, and ruthenium.

"Production scrap" means unusable material resulting from production, engineering, operations and maintenance, repair, and research and development contract activities. Production scrap may have value when re-melted or reprocessed, e.g., textile and metal clippings, borings, and faulty castings and forgings.

"Property" means all tangible property, both real and personal.

"Property Administrator" means an authorized representative of the Contracting Officer appointed in accordance with agency proce dures, responsible for administering the contract requirements and obligations relating to Government property in the possession of a Contractor.

"Property records" means the records created and maintained by the contractor in support of its stewardship responsibilities for the management of Government property.

"Provide" means to furnish, as in Government-furnished property, or to acquire, as in contractor-acquired property.

"Real property" See Federal Management Regulation 102-71.20 (41 CFR 102-71.20).

"Sensitive property" means property potentially dangerous to the public safety or security if stolen, lost, or misplaced, or that shall be subject to exceptional physical security, protection, control, and accountability. Examples include weapons, ammunition, explosives, controlled substances, radioactive materials, hazardous materials or wastes, or precious metals.

"Unit acquisition cost" means--

(1) For Government-furnished property, the dollar value assigned by the Government and identified in the contract; and

(2) For contractor-acquired property, the cost derived from the Contractor's records that reflect consistently applied generally accepted accounting principles.

(b) Property management.

(1) The Contractor shall have a system of internal controls to manage (control, use, preserve, protect, repair, and maintain) Govern ment property in its possession. The system shall be adequate to satisfy the requirements of this clause. In doing so, the Contractor sh all initiate and maintain the processes, systems, procedures, records, and methodologies necessary for effective and efficient control of Government property. The Contractor shall disclose any significant changes to its property management system to the Property Admin istrator prior to implementation of the changes. The Contractor may employ customary commercial practices, voluntary consensus s tandards, or industry-leading practices and standards that provide effective and efficient Government property management that are n ecessary and appropriate for the performance of this contract (except where inconsistent with law or regulation).

(2) The Contractor's responsibility extends from the initial acquisition and receipt of property, through stewardship, custody, and use until formally relieved of responsibility by authorized means, including delivery, consumption, expending, sale (as surplus property), or other disposition, or via a completed investigation, evaluation, and final determination for lost property. This requirement applies to all Government property under the Contractor's accountability, stewardship, possession or control, including its vendors or subcontrac tors (see paragraph (f)(1)(v) of this clause).

(3) The Contractor shall include the requirements of this clause in all subcontracts under which Government property is acquired or furnished for subcontract performance.

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(4) The Contractor shall establish and maintain procedures necessary to assess its property management system effectiveness and shall perform periodic internal reviews, surveillances, self assessments, or audits. Significant findings or results of such reviews and audits pertaining to Government property shall be made available to the Property Administrator.

(c) Use of Government property.

(1) The Contractor shall use Government property, either furnished or acquired under this contract, only for performing this contract, u nless otherwise provided for in this contract or approved by the Contracting Officer.

(2) Modifications or alterations of Government property are prohibited, unless they are--

(i) Reasonable and necessary due to the scope of work under this contract or its terms and conditions;

(ii) Required for normal maintenance; or

(iii) Otherwise authorized by the Contracting Officer.

(3) The Contractor shall not cannibalize Government property unless otherwise provided for in this contract or approved by the Contr acting Officer.

(d) Government-furnished property.

(1) The Government shall deliver to the Contractor the Government-furnished property described in this contract. The Government shall furnish related data and information needed for the intended use of the property. The warranties of suitability of use and timely delivery of Government-furnished property do not apply to property acquired or fabricated by the Contractor as contractor-acquired p roperty and subsequently transferred to another contract with this Contractor.

(2) The delivery and/or performance dates specified in this contract are based upon the expectation that the Government-furnished pr operty will be suitable for contract performance and will be delivered to the Contractor by the dates stated in the contract.

(i) If the property is not delivered to the Contractor by the dates stated in the contract, the Contracting Officer shall, upon the Contract or's timely written request, consider an equitable adjustment to the contract.

(ii) In the event property is received by the Contractor, or for Government-furnished property after receipt and installation, in a cond ition not suitable for its intended use, the Contracting Officer shall, upon the Contractor's timely written request, advise the Contractor on a course of action to remedy the problem. Such action may include repairing, replacing, modifying, returning, or otherwise dispos ing of the property at the Government's expense. Upon completion of the required action(s), the Contracting Officer shall consider an equitable adjustment to the contract (see also paragraph (f)(1)(ii)(A) of this clause).

(iii) The Government may, at its option, furnish property in an "as-is" condition. The Contractor will be given the opportunity to inspe ct such property prior to the property being provided. In such cases, the Government makes no warranty with respect to the serviceab ility and/or suitability of the property for contract performance. Any repairs, replacement, and/or refurbishment shall be at the Contra ctor's expense.

(3)(i) The Contracting Officer may by written notice, at any time--

(A) Increase or decrease the amount of Government-furnished property under this contract;

(B) Substitute other Government-furnished property for the property previously furnished, to be furnished, or to be acquired by the Contractor for the Government under this contract; or

(C) Withdraw authority to use property.

(ii) Upon completion of any action(s) under paragraph (d)(3)(i) of this clause, and the Contractor's timely written request, the Contrac ting Officer shall consider an equitable adjustment to the contract.

(e) Title to Government property.

(1) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (collectively referred to as "Government property"), is subject to the provisions of this clause. The Government shall retain

15M20020QA32OS005/0001 Page 13 of 43 title to all Government-furnished property. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal propert y by being attached to any real property.

(2) Title vests in the Government for all property acquired or fabricated by the Contractor in accordance with the financing provisions or other specific requirements for passage of title in the contract. Under fixed price type contracts, in the absence of financing provi sions or other specific requirements for passage of title in the contract, the Contractor retains title to all property acquired by the Cont ractor for use on the contract, except for property identified as a deliverable end item. If a deliverable item is to be retained by the Con tractor for use after inspection and acceptance by the Government, it shall be made accountable to the contract through a contract m odification listing the item as Government-furnished property.

(3) Title under Cost-Reimbursement or Time-and-Material Contracts or Cost-Reimbursable line items under Fixed-Price contracts.

(i) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government upon the vendor's delivery of such property.

(ii) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in the Government upon--

(A) Issuance of the property for use in contract performance;

(B) Commencement of processing of the property for use in contract performance; or

(C) Reimbursement of the cost of the property by the Government, whichever occurs first.

(f) Contractor plans and systems.

(1) Contractors shall establish and implement property management plans, systems, and procedures at the contract, program, site or e ntity level to enable the following outcomes:

(i) Acquisition of Property. The Contractor shall document that all property was acquired consistent with its engineering, production p lanning, and property control operations.

(ii) Receipt of Government Property. The Contractor shall receive Government property and document the receipt, record the infor mation necessary to meet the record requirements of paragraph (f)(1)(iii)(A)(1) through (5) of this clause, identify as Government o wned in a manner appropriate to the type of property (e.g., stamp, tag, mark, or other identification), and manage any discrepancies i ncident to shipment.

(A) Government-furnished property. The Contractor shall furnish a written statement to the Property Administrator containing all rele vant facts, such as cause or condition and a recommended course(s) of action, if overages, shortages, or damages and/or other discre pancies are discovered upon receipt of Government-furnished property.

(B) Contractor-acquired property. The Contractor shall take all actions necessary to adjust for overages, shortages, damage and/or o ther discrepancies discovered upon receipt, in shipment of Contractor-acquired property from a vendor or supplier, so as to ensure the proper allocability and allowability of associated costs.

(iii) Records of Government property. The Contractor shall create and maintain records of all Government property accountable to the contract, including Government-furnished and Contractor-acquired property.

(A) Property records shall enable a complete, current, auditable record of all transactions and shall, unless otherwise approved by the Property Administrator, contain the following:

(1) The name, part number and description, National Stock Number (if needed for additional item identification tracking and/or dispo sition), and other data elements as necessary and required in accordance with the terms and conditions of the contract.

(2) Quantity received (or fabricated), issued, and balance-on-hand.

(3) Unit acquisition cost.

(4) Unique-item identifier or equivalent (if available and necessary for individual item tracking).

15M20020QA32OS005/0001 Page 14 of 43

(5) Unit of measure.

(6) Accountable contract number or equivalent code designation.

(7) Location.

(8) Disposition.

(9) Posting reference and date of transaction.

(10) Date placed in service (if required in accordance with the terms and conditions of the contract).

(B) Use of a Receipt and Issue System for Government Material. When approved by the Property Administrator, the Contractor may maintain, in lieu of formal property records, a file of appropriately cross-referenced documents evidencing receipt, issue, and use of material that is issued for immediate consumption.

(iv) Physical inventory. The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical in ventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requir ement, depending on the circumstances (e.g., overall reliability of the Contractor's system or the property is to be transferred to a follo w-on contract).

(v) Subcontractor control.

(A) The Contractor shall award subcontracts that clearly identify items to be provided and the extent of any restrictions or limitations on their use. The Contractor shall ensure appropriate flow down of contract terms and conditions (e.g., extent of liability for loss of Go vernment property.

(B) The Contractor shall assure its subcontracts are properly administered and reviews are periodically performed to determine the a dequacy of the subcontractor's property management system.

(vi) Reports. The Contractor shall have a process to create and provide reports of discrepancies, loss of Government property, physical inventory results, audits and self-assessments, corrective actions, and other property-related reports as directed by the Contracting Off icer.

(vii) Relief of stewardship responsibility and liability. The Contractor shall have a process to enable the prompt recognition, investig ation, disclosure and reporting of loss of Government property, including losses that occur at subcontractor or alternate site locations.

(A) This process shall include the corrective actions necessary to prevent recurrence.

(B) Unless otherwise directed by the Property Administrator, the Contractor shall investigate and report to the Government all incid ents of property loss as soon as the facts become known. Such reports shall, at a minimum, contain the following information:

(1) Date of incident (if known).

(2) The data elements required under (f)(1)(iii)(A).

(3) Quantity.

(4) Accountable contract number.

(5) A statement indicating current or future need.

(6) Unit acquisition cost, or if applicable, estimated sales proceeds, estimated repair or replacement costs.

(7) All known interests in commingled material of which includes Government material.

(8) Cause and corrective action taken or to be taken to prevent recurrence.

(9) A statement that the Government will receive compensation covering the loss of Government property, in the event the Contractor was or will be reimbursed or compensated.

15M20020QA32OS005/0001 Page 15 of 43

(10) Copies of all supporting documentation.

(11) Last known location.

(12) A statement that the property did or did not contain sensitive, export controlled, hazardous, or toxic material, and that the appro priate agencies and authorities were notified.

(C) Unless the contract provides otherwise, the Contractor shall be relieved of stewardship responsibility and liability for property wh en--

(1) Such property is consumed or expended, reasonably and properly, or otherwise accounted for, in the performance of the contract, including reasonable inventory adjustments of material as determined by the Property Administrator;

(2) Property Administrator grants relief of responsibility and liability for loss of Government property;

(3) Property is delivered or shipped from the Contractor's plant, under Government instructions, except when shipment is to a subco ntractor or other location of the Contractor; or

(4) Property is disposed of in accordance with paragraphs (j) and (k) of this clause.

(viii) Utilizing Government property.

(A) The Contractor shall utilize, consume, move, and store Government Property only as authorized under this contract. The Contracto r shall promptly disclose and report Government property in its possession that is excess to contract performance.

(B) Unless otherwise authorized in this contract or by the Property Administrator the Contractor shall not commingle Government material with material not owned by the Government.

(ix) Maintenance. The Contractor shall properly maintain Government property. The Contractor's maintenance program shall enable the identification, disclosure, and performance of normal and routine preventative maintenance and repair. The Contractor shall discl ose and report to the Property Administrator the need for replacement and/or capital rehabilitation.

(x) Property closeout. The Contractor shall promptly perform and report to the Property Administrator contract property closeout, to include reporting, investigating and securing closure of all loss of Government property cases; physically inventorying all property upon termination or completion of this contract; and disposing of items at the time they are determined to be excess to contractual needs.

(2) The Contractor shall establish and maintain Government accounting source data, as may be required by this contract, particularly in the areas of recognition of acquisitions, loss of Government property, and disposition of material and equipment.

(g) Systems analysis.

(1) The Government shall have access to the Contractor's premises and all Government property, at reasonable times, for the purposes of reviewing, inspecting and evaluating the Contractor's property management plan(s), systems, procedures, records, and supporting documentation that pertains to Government property. This access includes all site locations and, with the Contractor's consent, all subc ontractor premises.

(2) Records of Government property shall be readily available to authorized Government personnel and shall be appropriately safe guarded.

(3) Should it be determined by the Government that the Contractor's (or subcontractor's) property management practices are inadequat e or not acceptable for the effective management and control of Government property under this contract, or present an undue risk to the Government, the Contractor shall prepare a corrective action plan when requested by the Property Administer and take all necess ary corrective actions as specified by the schedule within the corrective action plan.

(4) The Contractor shall ensure Government access to subcontractor premises, and all Government property located at subcontractor premises, for the purposes of reviewing, inspecting and evaluating the subcontractor's property management plan, systems, procedur es, records, and supporting documentation that pertains to Government property.

15M20020QA32OS005/0001 Page 16 of 43

(h) Contractor Liability for Government Property.

(1) Unless otherwise provided for in the contract, the Contractor shall not be liable for loss of Government property furnished or acqui red under this contract, except when any one of the following applies--

(i) The risk is covered by insurance or the Contractor is otherwise reimbursed (to the extent of such insurance or reimbursement). The allowability of insurance costs shall be determined in accordance with 31.205-19.

(ii) Loss of Government property that is the result of willful misconduct or lack of good faith on the part of the Contractor's manageri al personnel.

(iii) The Contracting Officer has, in writing, revoked the Government's assumption of risk for loss of Government property due to a determination under paragraph (g) of this clause that the Contractor's property management practices are inadequate, and/or present an undue risk to the Government, and the Contractor failed to take timely corrective action. If the Contractor can establish by clear and co nvincing evidence that the loss of Government property occurred while the Contractor had adequate property management practices or the loss did not result from the Contractor's failure to maintain adequate property management practices, the Contractor shall not be held liable.

(2) The Contractor shall take all reasonable actions necessary to protect the property from further loss. The Contractor shall separate the damaged and undamaged property, place all the affected property in the best possible order, and take…