FINAL_SOLICITATION_DOCUMENT_01-07-2016_AB133F15RQ0033_CI_SOLICITATION_WCR_FISHERY_OBSERVER_SUPPORT.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

NFFP5000-15-03416

AB-133F-16-RQ-0033

CRYSTINA R. ELKINS

CRYSTINA.R.ELKINS@NOAA.GOV 206-526-6036

02:00 PM PT

AJ630031

WESTERN ACQUISITION DIVISION

CONTRACTS BRANCH

7600 SAND POINT WAY NE, SOU6

SEATTLE WA 98115-6349

541990

$15.0M

FR520031

SUSTAINABLE FISHERIES DIV

501 WEST OCEAN BLVD., STE 4200

/F/SWR2

LONG BEACH CA 90802-4213

see continuation page for line item details.

See Schedule

JAN 28, 2016

Please

X

JAN 07, 2016

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

AB-133F-16-RQ-0033

SECTION B - SCHEDULE Continued

Item No. Supplies/Services Quantity Unit Unit Price Amount

FISHERY OBSERVER SUPPORT FOR THE

NATIONAL MARINE FISHERIES

SERVICE’S SUSTAINABLE FISHERIES

DIVISION

Provide all necessary supervision, personnel, supplies, equipment, and services to perform an indefinite delivery/indefinite quantity (IDIQ) contract for fishery observer services for the National Marine Fisheries Service’s Sustainable Fisheries Division in accordance with the attached Performance Work Statement and terms and conditions herein.

The Contractor shall provide direct billable rates for the line item(s) of services noted below.

Requirements for work will be specified in individual task order(s) issued herein in strict accordance with the Performance Work Statement and all other terms and conditions of the contract.

The unit prices below do not include the cost of equipment, supplies or travel. Actual expenses for these items will be reimbursed as required and in accordance with the Federal Travel Regulation (FTR) and Section C, CONTRACT CLAUSES, clause titled “ASSOCIATED TRAVEL” and Section D, “CONTRACT DOCUMENTS, EXHIBITS AND ATTACHMENTS”, Item 15 – Reimbursable Items. No G&A, overhead or profit may be applied to the prices paid for equipment, supplies or travel.

BASE PERIOD:

JUNE 1, 2016 – MAY 31, 2017

0001 Observer coverage aboard Drift Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

ATTACHMENTS”.

400 DY $______________ $______________

0002 Observer coverage aboard Set Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

200 DY $______________ $______________

Observer coverage aboard Pelagic Longline fishing contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

300 DY $______________ $______________

Observer coverage aboard Buoy Gear fishing contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

100 DY $______________ $______________

Observer serving as Biological Technicians aboard NMFS research cruises, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

150 DY $______________ $______________

Not-to-exceed estimate for equipment, supplies, and observer travel support to be reimbursed in accordance with Section C - "CONTRACT CLAUSES" , clause titled "ASSOCIATED TRAVEL" and Section D - CONTRACT

DOCUMENTS, EXHIBITS AND

ATTACHMENTS", Item 15 - "Reimbursable Items".

1 NTE

LS $100,000.00

TOTAL BASE PERIOD (CLINs 0001 - 0006) $______________

OPTION PERIOD I:

JUNE 1, 2017 – MAY 31, 2018

OPT

Observer coverage aboard Drift Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Set Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Pelagic Longline fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Buoy Gear fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer serving as Biological Technicians aboard NMFS research cruises, per the Performance Work Statement contained in Section D.

Not-to-exceed estimate for equipment, supplies, and observer travel support to be reimbursed in accordance with Section C - "CONTRACT CLAUSES" , clause titled "ASSOCIATED TRAVEL" and Section D - CONTRACT

DOCUMENTS, EXHIBITS AND

ATTACHMENTS", Item 15 - "Reimbursable Items".

TOTAL OPTION PERIOD I

(CLINs 1001 – 1006)

OPTION PERIOD II:

JUNE 1, 2018 – MAY 31, 2019

OPT

Observer coverage aboard Drift Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Set Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Pelagic Longline fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Buoy Gear fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer serving as Biological Technicians aboard NMFS research cruises, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Not-to-exceed estimate for equipment, supplies, and observer travel support to be reimbursed in accordance with Section C - "CONTRACT CLAUSES" , clause titled "ASSOCIATED TRAVEL" and Section D - CONTRACT

DOCUMENTS, EXHIBITS AND

ATTACHMENTS", Item 15 - "Reimbursable Items".

TOTAL OPTION PERIOD II

(CLINs 2001 - 2006) $______________

OPTION PERIOD III:

JUNE 1, 2019 – MAY 31, 2020

Observer coverage aboard Drift Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Set Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Pelagic Longline fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Buoy Gear fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer serving as Biological Technicians aboard NMFS research cruises, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Not-to-exceed estimate for equipment, supplies, and observer travel support to be reimbursed in accordance with Section C - "CONTRACT CLAUSES" , clause titled "ASSOCIATED TRAVEL" and Section D - CONTRACT

DOCUMENTS, EXHIBITS AND

ATTACHMENTS", Item 15 - "Reimbursable Items".

TOTAL OPTION PERIOD III

(CLINs 3001 - 3006) $______________

OPTION PERIOD IV:

JUNE 1, 2020 – MAY 31, 2021

OPT

Observer coverage aboard Drift Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Set Gillnet fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer coverage aboard Pelagic Longline fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

OPT

Observer coverage aboard Buoy Gear fishing vessels, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Observer serving as Biological Technicians aboard NMFS research cruises, per the Performance Work Statement contained in Section D – “CONTRACT

DOCUMENTS, EXHIBITS AND

Not-to-exceed estimate for equipment, supplies, and observer travel support to be reimbursed in accordance with Section C - "CONTRACT CLAUSES" , clause titled "ASSOCIATED TRAVEL" and Section D - CONTRACT

DOCUMENTS, EXHIBITS AND

ATTACHMENTS", Item 15 - "Reimbursable Items".

TOTAL OPTION PERIOD IV

(CLINs 4001 - 4006) $______________

TOTAL BASE + ALL OPTIONS

(CLINs 0001 - 4006) $______________

PLEASE NOTE: Offeror(s) MUST submit pricing for each blank line item in the above schedule. Failure to offer in this manner may result in the proposal’s rejection. Unit prices entered on the schedule shall include all costs associated with the items, to include, but not limited to: overhead, G&A, profit, etc.

Contract Line Item Numbers (CLINs) 0001, 0002, 0003, 0004, 0005, 1001, 1002, 1003,1004, 1005, 2001, 2002, 2003, 2004, 2005, 3001, 3002, 3003, 3004, 3005, 4001, 4002, 4003, 4004, and 4005 are firm-fixed-price daily rates.

Proposed prices for these line items are to be fully loaded billable rates inclusive of all costs, e.g. labor, training, briefing, stand-by, sampling days, direct costs, indirect costs, overhead, G&A expenses, profit, etc. (no expenses for travel, equipment or supplies is to be included). The quantity designated for each CLIN is for evaluation purposes only and does not obligate the Government to purchase the full quantity of each of these line items.

KEY

DY = Each Observed Sea Day NTE = Not-to-Exceed LS = Lump Sum OPT = Option

*The Amount noted above for equipment, supplies, and travel is an estimate for evaluation purposes only. The Government is not obligated to expend or fund the estimated amount specified in the above schedule. Any equipment, supplies, and travel will be funded under individual task order(s) and reimbursed per Section D – “CONTRACT DOCUMENTS, EXHIBITS AND ATTACHMENTS”, Item 15– Reimbursable Items.

The amount of a firm fixed price set forth for each item in the Schedule of Items and cost will be earned for each successfully observed sea day provided by the Contractor. An “observed sea day” includes the following: (1) a day when the observer is on board the fishing vessel and the vessel is not in port; (2) a day when the observer is on board the vessel, going to, from or between fishing grounds; and (3) a day the vessel departs port and a day the vessel returns to port.

Failure to deliver data from an observed sea day includes: (1) no data delivery; (2) observer failure to participate in a timely debriefing; and (3) delivery of data where the data are determined to be fraudulent or of such poor quality as to be unusable.

If the Contractor fails to deliver data as described above, the observed day is not considered “successful” and the Contractor will therefore not receive payment.

The price for each successfully observed sea day may be billed in the regular billing period after the data from the trip is accepted by the Government.

The number of observed sea days listed in the Schedule is the Government’s best estimate. It does not guarantee the Contractor the total number of observer sea days to be performed. In no case shall the contractor exceed the number of funded sea days.

Travel is required and will be reimbursed based on actual expenses incurred and in accordance with the Federal Travel Regulation (FTR), and Section C – CONTRACT CLAUSES, Paragraph: ASSOCIATED TRAVEL, and no G&A, overhead, or profit may be applied. Cost reimbursement is authorized only for actual travel and Contractor-furnished equipment and supplies described in the Performance Work Statement (PWS).

SECTION C – CONTRACT CLAUSES

FAR 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):

https://www.acquisition.gov/far/ http://farsite.hill.af.mil/vfcara.htm

FAR 52.203-3 GRATUITIES (APR 1984)

(Reference 3.202)

FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010) (Reference 3.808)

FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM

EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

(Reference 3.908-9)

FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011) (Reference 4.303)

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

(Reference 4.1303)

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAY 2015)

(Reference 12.301)

FAR 52.227-1 AUTHORIZATION AND CONSENT (DEC 2007)

(Reference 27.201-2)

FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT

(DEC 2007)

(Reference 27.201-2)

FAR 52.227-14 RIGHTS IN DATA – GENERAL (MAY 2014)

(Reference 27.409)

FAR 52.232-20 LIMITATION OF COST (APR 1984)

(Reference 37.706-2) (Applicable to CLINs for equipment, supplies and travel only, reference CLINs 0006, 1006, 2006, 3006, and 4006))

FAR 52.232-22 LIMITATION OF FUNDS (APR 1984)

(Reference 32.706-2(b)) (Applicable to CLINs for equipment, supplies and travel only, reference CLINs 0006, 1006, 2006, 3006, and 4006))

FAR 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

(Reference 32.706-3)

FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) (Reference 32.009-2)

FAR 52.242-15 STOP-WORK ORDER (AUG 1989)

(Reference 42.1305)

FAR 52.245-1 -- GOVERNMENT PROPERTY (APR 2012)

(Reference 45.107) https://www.acquisition.gov/far/ http://farsite.hill.af.mil/vfcara.htm

FAR 52.246-4 INSPECTION OF SERVICES -- FIXED-PRICE (AUG. 1996)

(Reference 46.304)

FAR 52.247-34 F.O.B. DESTINATION (NOV 1991)

(Reference 47.303-6)

CAR 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (APR 2010)

(Reference 48 CFR 1301.602-170)

CAR 1352.208-70 RESTRICTIONS ON PRINTING AND DUPLICATING (APR 2010)

(Reference 48 CFR 1308.802-70)

CAR 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

(Reference 48 CFR 1309.507-2(b))

CAR 1352.209-73 COMPLIANCE WITH THE LAWS (APR 2010)

(Reference 48 CFR 1309.507-2(c))

CAR 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

(Reference 48 CFR 1309.507-2(d))

CAR 1352.227-70 RIGHTS IN DATA, ASSIGNMENT OF COPYRIGHT (APR 2010)

(Reference 48 CFR 1327.404-4(a))

CAR 1352.231-71 DUPLICATION OF EFFORT (APR 2010)

(Reference 48 CFR 1331.205-70)

CAR 1352.242-70 POSTAWARD CONFERENCE (APR 2010)

(Reference 48 CFR 1342.503-70)

(End of Clause)

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS -- COMMERCIAL ITEMS (JAN 2016)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

_XX_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_XX_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015)

(41 U.S.C. 3509).

____ (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

_XX_ (4) 52.204-10, Reporting Executive compensation and First-Tier

Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

____ (5) [Reserved]

_XX_ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub.

L. 111-117, section 743 of Div. C).

_XX_ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-

Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div.

C).

_XX_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

_XX_ (9) 52.209-9, Updates of Publicly Available Information Regarding

Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

____ (10) [Reserved]

____ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov

2011) (15 U.S.C. 657a).

____ (ii) Alternate I (Nov 2011) of 52.219-3.

____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

____ (ii) Alternate I (Jan 2011) of 52.219-4.

____ (13) [Reserved]

_XX_ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15

U.S.C. 644).

____ (ii) Alternate I (Nov 2011).

____ (iii) Alternate II (Nov 2011).

____ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

____ (ii) Alternate I (Oct 1995) of 52.219-7.

____ (iii) Alternate II (Mar 2004) of 52.219-7.

_XX_ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

____ (17) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15

U.S.C. 637 (d)(4)).

____ (ii) Alternate I (Oct 2001) of 52.219-9.

____ (iii) Alternate II (Oct 2001) of 52.219-9.

____ (iv) Alternate III (Oct 2015) of 52.219-9.

____ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C.

644(r)).

_XX_ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C.

637(a)(14)).

____ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15

U.S.C. 637(d)(4)(F)(i)).

____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business

Set-Aside (Nov 2011) (15 U.S.C. 657f).

_XX_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul

2013) (15 U.S.C. 632(a)(2)).

____ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

____ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-

Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_XX_ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_XX_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies

(Jan 2016) (E.O. 13126).

_XX_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_XX_ (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

_XX_ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C.

4212).

_XX_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul

2014) (29 U.S.C. 793).

_XX_ (31) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C.

4212).

_XX_ (32) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (Dec 2010) (E.O. 13496).

_XX_ (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22

U.S.C. chapter 78 and E.O. 13627).

____ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

_XX_ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O.

12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

_XX_ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)).

(Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C.

6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (36) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514

____ (ii) Alternate I (Oct 2015) of 52.223-13.

____ (37) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun

2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (Jun 2014) of 52.223-14.

____ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec

2007) (42 U.S.C. 8259b).

____ (39) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer

Products (Oct 2015) (E.O.s 13423 and 13514).

____ (ii) Alternate I (Jun 2014) of 52.223-16.

_XX_ (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

_XX_ (41) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

____ (42) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade

Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C.

2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

____ (ii) Alternate I (May 2014) of 52.225-3.

____ (iii) Alternate II (May 2014) of 52.225-3.

____ (iv) Alternate III (May 2014) of 52.225-3.

____ (43) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

____ (44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008)

(E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

____ (45) 52.225-26, Contractors Performing Private Security Functions

Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

____ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007)

(42 U.S.C. 5150).

____ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or

Emergency Area (Nov 2007) (42 U.S.C. 5150).

____ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items

(Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

____ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41

U.S.C. 4505, 10 U.S.C. 2307(f)).

_XX_ (50) 52.232-33, Payment by Electronic Funds Transfer— System for Award

Management (Jul 2013) (31 U.S.C. 3332).

____ (51) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

____ (52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

____ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C.

552a).

____ (54) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial

Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

____ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

_XX_ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.

13495)

_XX_ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C.

chapter 67.).

_XX_ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May

2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

_XX_ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor

Standards -- Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C.206 and 41 U.S.C. chapter 67).

_XX_ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor

Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

____ (6) 52.222-51, Exemption from Application of the Service Contract Labor

Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

____ (7) 52.222-53, Exemption from Application of the Service Contract Labor

Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

_XX_ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015)

(E.O. 13658).

____ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations.

(May 2014) (42 U.S.C. 1792).

____ (10) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31

U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b),

(c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.

13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C.

4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C.

4212).

(ix) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(x) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C.

chapter 67).

(xi) ____ (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

____ (B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)

(xiii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O.

12989).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

FAR 52.216-18 ORDERING (OCT 1995)

(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 June 1, 2016 through the expiration of the final option period of the contract.

(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)

FAR 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 $3,500.00, 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 $7,000,000.00;

(2) Any order for a combination of items in excess of $7,000,000.00; or

(3) A series of orders from the same ordering office within seven (7) calendar days that together call for quantities exceeding the limitation in subparagraph (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 Regulation (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.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within three (3) calendar days after issuance, with written notice 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.

FAR 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 quantity 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 orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor 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 Contractor shall not be required to make any deliveries under this contract after 365 days beyond the contract expiration date.

FAR 52.217-7 OPTION FOR INCREASED QUANTITY -- SEPARATELY PRICED LINE ITEM (MAR 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the options at the time of contract award, but may exercise additional options by written notice to the Contractor within the performance period of the contract. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

FAR 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 six (6) months. The Contracting Officer may exercise the option by written notice to the Contractor within ten (10) calendar days prior to expiration of the current period of performance of the contract.

(End of Clause)

FAR 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 ten (10) calendar days of contract expiration, provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least thirty (30) calendar days 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 five (5) years.

FAR 52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract’s description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor’s request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the 30th day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquiries into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor’s --

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date.

Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract

(2) “Property,” as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer’s approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor shall obtain the Contracting Officer’s advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not --

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor’s records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor’s records and to examine and verify the Contractor’s performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause,

(1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and

(2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall --

(i) Excuse the Contractor from performance of obligations under this contract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government’s rights and remedies under this clause --

(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor’s request for performance-based payment. The Contractor’s request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract’s description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor’s certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that --

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government’s title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

FAR 52.252-4 ALTERATIONS IN CONTRACT (APR 1984)

Portions of this contract are altered as follows: TBD

(End of clause)

CAR 1352.201-72 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (APR 2010)

(a) [TO BE ASSIGNED BY SEPARATE LETTER AT CONTRACT AWARD] is hereby designated as the Contracting Officer's Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by letter. The COR is located at:

[TO BE ASSIGNED BY SEPARATE LETTER AT CONTRACT AWARD]

(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.