AB133F18RP0006.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

NFFT5000-17-02092

AB133F18RP0006 NOV 30, 2017

NOAH NIELSEN

NOAH.NIELSEN@NOAA.GOV 206-526-6034

2:00 PM PT

AJ630031

WESTERN ACQUISITION DIVISION

CONTRACTS BRANCH

7600 SAND POINT WAY NE, SOU6

SEATTLE WA 98115-6349

541690

15M

FT500001

PACIFIC ISLANDS REGIONL OFFICE

NOAA/IRC

1845 WASP BLVD. BLDG 176

HONOLULU HI 96818-5007

see continuation page for line item details.

See Schedule

JAN 03, 2018

Please

X

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

AB133F18RP0006

Attachment Page

PAGE 3 OF 116 AB133F18RP0006

PRICING SCHEDULE

*All listed quantities the price schedule are estimated and are for evaluation purposes only. The exact amounts will be determined at each individual task order.

DY=Day

LS=Lump Sum

BASE PERIOD

CLIN Description Quantity Unit Unit

Price

Total

0001 Hawaii Sea Day Observer

Support where the Sea Days are part of the Hawaii

Shallow or Deep Set

Coverage, per the

Statement of Work.

9,380 DA

0002 Vessel Reimbursement Hawaii 9,380 DA

0003 Hawaii Observer Support

Standby Allowance, per

Statement of Work.

636 DA

0004 Observer Training 540 DA

0005 Equipment, Supplies, Travel, Hawaii

1 LS Determined at Task

Order Level

0006 Debriefing Costs, Hawaii 366 DA

0007 American Samoa Sea Day

Observer Support where the

Sea Days are part of the

American Samoa Coverage, per the Statement of Work.

720 DA

0008 Vessel Reimbursement

American Samoa

720 DA

0009 Equipment, Supplies, Travel

American Samoa

1 LS Determined at Task

Order Level

0010 Debriefing Costs, American

Samoa

18 DA

0011 Government Facility Support in American Samoa

432 DA

PAGE 4 OF 116 AB133F18RP0006

PRICING SCHEDULE

Option Period I

Price

Total

1001 Hawaii Sea Day Observer

Support where the Sea Days are part of the Hawaii

Shallow or Deep Set

Coverage, per the

Statement of Work.

9,380 DA

1002 Vessel Reimbursement Hawaii 9,380 DA

1003 Hawaii Observer Support

Standby Allowance, per

Statement of Work.

636 DA

1004 Observer Training 540 DA

1005 Equipment, Supplies, Travel, Hawaii

1 LS Determined at Task

Order Level

1006 Debriefing Costs, Hawaii 366 DA

1007 American Samoa Sea Day

Observer Support where the

Sea Days are part of the

American Samoa Coverage, per the Statement of Work.

720 DA

1008 Vessel Reimbursement

American Samoa

720 DA

1009 Equipment, Supplies, Travel

American Samoa

1 LS Determined at Task

Order Level

1010 Debriefing Costs, American

Samoa

18 DA

1011 Government Facility Support

PAGE 5 OF 116 AB133F18RP0006

OPTION PERIOD II

Price

Total

2001 Hawaii Sea Day Observer

Support where the Sea Days are part of the Hawaii

Shallow or Deep Set

Coverage, per the

Statement of Work.

9,380 DA

2002 Vessel Reimbursement Hawaii 9,380 DA

2003 Hawaii Observer Support

Standby Allowance, per

Statement of Work.

636 DA

2004 Observer Training 540 DA

2005 Equipment, Supplies, Travel, Hawaii

1 LS Determined at Task

Order Level

2006 Debriefing Costs, Hawaii 366 DA

2007 American Samoa Sea Day

Observer Support where the

Sea Days are part of the

American Samoa Coverage, per the Statement of Work.

720 DA

2008 Vessel Reimbursement

American Samoa

720 DA

2009 Equipment, Supplies, Travel

American Samoa

1 LS Determined at Task

Order Level

2010 Debriefing Costs, American

Samoa

18 DA

2011 Government Facility Support

PAGE 6 OF 116 AB133F18RP0006

OPTION PERIOD III

Price

Total

3001 Hawaii Sea Day Observer

Support where the Sea Days are part of the Hawaii

Shallow or Deep Set

Coverage, per the

Statement of Work.

9,380 DA

3002 Vessel Reimbursement Hawaii 9,380 DA

3003 Hawaii Observer Support

Standby Allowance, per

Statement of Work.

636 DA

3004 Observer Training 540 DA

3005 Equipment, Supplies, Travel, Hawaii

1 LS Determined at Task

Order Level

3006 Debriefing Costs, Hawaii 366 DA

3007 American Samoa Sea Day

Observer Support where the

Sea Days are part of the

American Samoa Coverage, per the Statement of Work.

720 DA

3008 Vessel Reimbursement

American Samoa

720 DA

3009 Equipment, Supplies, Travel

American Samoa

1 LS Determined at Task

Order Level

3010 Debriefing Costs, American

Samoa

18 DA

3011 Government Facility Support

PAGE 7 OF 116 AB133F18RP0006

OPTION PERIOD IV

Price

Total

4001 Hawaii Sea Day Observer

Support where the Sea Days are part of the Hawaii

Shallow or Deep Set

Coverage, per the

Statement of Work.

9,380 DA

4002 Vessel Reimbursement Hawaii 9,380 DA

4003 Hawaii Observer Support

Standby Allowance, per

Statement of Work.

636 DA

4004 Observer Training 540 DA

4005 Equipment, Supplies, Travel, Hawaii

1 LS Determined at Task

Order Level

4006 Debriefing Costs, Hawaii 366 DA

4007 American Samoa Sea Day

Observer Support where the

Sea Days are part of the

American Samoa Coverage, per the Statement of Work.

720 DA

4008 Vessel Reimbursement

American Samoa

720 DA

4009 Equipment, Supplies, Travel

American Samoa

1 LS Determined at Task

Order Level

4010 Debriefing Costs, American

Samoa

18 DA

4011 Government Facility Support

PAGE 8 OF 116 AB133F18RP0006

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 these addresses:

FAR Clauses: http://www.acquisition.gov/far or http://farsite.hill.af.mil/vffara.htm

CAR Clauses: http://farsite.hill.af.mil/vfcara.htm

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

FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

FAR 52.242-13 BANKRUPTCY (JULY 1995)

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

FAR 52.245-1 GOVERNMENT PROPERTY (APR 2012)

FAR 52.245-9 USE AND CHARGES (APR 2012)

FAR 52.246-25 LIMITATION OF LIABILITY – SERVICES (FEB 1997)

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

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

CAR 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

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

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

CAR 1352.228-72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE — FIXED

PRICE (APR 2010)

CAR 1352.237-71 SECURITY PROCESSING REQUIREMENTS — LOW RISK CONTRACTS

(APR 2010)

CAR 1352.237-73 FOREIGN NATIONAL VISITOR AND GUEST ACCESS TO

DEPARTMENTAL RESOURCES (APR 2010)

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (

DEVIATION 2017-02)(AUG 2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The

Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming

PAGE 9 OF 116 AB133F18RP0006

supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any

Federal lending agency in accordance with the Assignment of Claims Act

(31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting

Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the

Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies

(or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

PAGE 10 OF 116 AB133F18RP0006

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or

52.232-34, Payment by Electronic Funds Transfer—Other Than System for

Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act

(31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this

PAGE 11 OF 116 AB133F18RP0006

contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the

Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the

Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the

Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to

PAGE 12 OF 116 AB133F18RP0006

the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the

Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition

Regulation in effect on the date of this contract.

PAGE 13 OF 116 AB133F18RP0006

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the

Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b.

origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the

Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the

Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the

Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

PAGE 14 OF 116 AB133F18RP0006

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable

Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18

U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 10 U.S.C. 2409 relating to whistleblower protections; 49

U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized

Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the

PAGE 15 OF 116 AB133F18RP0006

SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the

Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR

Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the

Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the

“Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

PAGE 16 OF 116 AB133F18RP0006

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End

Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement.

If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the

Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the

System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (DEVIATION 2017-

02)(AUG 2017)

(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) 52.203-19, Prohibition on Requiring Certain Internal

Confidentiality Agreements or Statements (Jan 2017) (section 743 of

Division E, Title VII, of the Consolidated and Further Continuing

Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions

PAGE 17 OF 116 AB133F18RP0006

in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic

Corporations (Nov 2015)

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

(4) 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:

_x__ (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).

_x__ (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).

_x__ (4) 52.203-17, Contractor Employee Whistleblower Rights and

Requirement to Inform Employees of Whistleblower Rights (April 2014)

(41 U.S.C. 4712) relating to whistleblower protections).

_x__ (5) 52.204-10, Reporting Executive compensation and First-Tier

Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (6) [Reserved]

___ (7) 52.204-14, Service Contract Reporting Requirements (Oct 2016)

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

_x__ (8) 52.204-15, Service Contract Reporting Requirements for

Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X__ (9) 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).

_x__ (10) 52.209-9, Updates of Publicly Available Information

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

PAGE 18 OF 116 AB133F18RP0006

___ (11) [Reserved]

___ (12) (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.

___ (13) (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.

___ (14) [Reserved]

_x__ (15) (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).

___ (16) (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.

_x__ (17) 52.219-8, Utilization of Small Business Concerns (Nov 2016)

(15 U.S.C. 637(d)(2) and (3)).

___ (18) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017)

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

___ (ii) Alternate I (Nov 2016) of 52.219-9.

___ (iii) Alternate II (Nov 2016) of 52.219-9.

___ (iv) Alternate III (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Nov 2016) of 52.219-9.

___ (19) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15

U.S.C. 644(r)).

_x__ (20) 52.219-14, Limitations on Subcontracting (Jan 2017) (15

U.S.C. 637(a)(14)).

PAGE 19 OF 116 AB133F18RP0006

___ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999)

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

___ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small

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

_x__ (23) 52.219-28, Post Award Small Business Program

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

___ (24) 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)).

___ (25) 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)).

_x__ (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

___ (27) 52.222-19, Child Labor—Cooperation with Authorities and

Remedies (Oct 2016) (E.O. 13126).

_x__ (28) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_x__ (29) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

_x__ (30) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38

U.S.C. 4212).

_x__ (31) 52.222-36, Equal Opportunity for Workers with Disabilities

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

_x__ (32) 52.222-37, Employment Reports on Veterans (Feb 2016) (38

U.S.C. 4212).

_x__ (33) 52.222-40, Notification of Employee Rights Under the

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

_x__ (34) (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).

_x__ (35) 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.)

PAGE 20 OF 116 AB133F18RP0006

___ (36) 52.222-59, Compliance with Labor Laws (Executive Order 13673)

(Oct 2016). (Applies at $50 million for solicitations and resultant contracts issued from October 25, 2016 through April 24, 2017; applies at $500,000 for solicitations and resultant contracts issued after

April 24, 2017).

Note to paragraph (b)(35): By a court order issued on October 24, 2016, 52.222-59 is enjoined indefinitely as of the date of the order.

The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, DoD, GSA, and NASA will publish a document in the Federal Register advising the public of the termination of the injunction.

___ (37) 52.222-60, Paycheck Transparency (Executive Order 13673) (Oct

2016).

___ (38) (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.)

___ (39) 52.223-11, Ozone-Depleting Substances and High Global Warming

Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (40) 52.223-12, Maintenance, Service, Repair, or Disposal of

Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

___ (41) (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.

___ (42) (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.

___ (43) 52.223-15, Energy Efficiency in Energy-Consuming Products

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

___ (45) (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.

PAGE 21 OF 116 AB133F18RP0006

_x__ (45) 52.223-18, Encouraging Contractor Policies to Ban Text

Messaging while Driving (Aug 2011) (E.O. 13513).

___ (46) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (47) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (48) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

___ (ii) Alternate I (Jan 2017) of 52.224-3.

___ (49) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C.

chapter 83).

___ (50) (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.

___ (51) 52.225-5, Trade Agreements (Oct 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_x__ (52) 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).

___ (53) 52.225-26, Contractors Performing Private Security Functions

Outside the United States (Oct 2016) (Section 862, as amended, of the

National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302 Note).

___ (54) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov

2007) (42 U.S.C. 5150).

___ (55) 52.226-5, Restrictions on Subcontracting Outside Disaster or

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

___ (56) 52.232-29, Terms for Financing of Purchases of Commercial

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

___ (57) 52.232-30, Installment Payments for Commercial Items (Jan

2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

PAGE 22 OF 116 AB133F18RP0006

_x__ (58) 52.232-33, Payment by Electronic Funds Transfer— System for

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

___ (59) 52.232-34, Payment by Electronic Funds Transfer—Other Than

System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (60) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C.

3332).

___ (61) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C.

552a).

___ (62) 52.242-5, Payments to Small Business Subcontractors (Jan

2017) (15 U.S.C. 637(d)(12)).

___ (63) (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:

_x__ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)

(E.O. 13495)

_x__ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41

U.S.C. chapter 67.).

_x__ (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).

_x__ (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).

___ (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).

PAGE 23 OF 116 AB133F18RP0006

___ (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).

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

2015) (E.O. 13658).

_x__ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN

2017) (E.O. 13706).

___ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit

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

___ (11) 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)

PAGE 24 OF 116 AB133F18RP0006

(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) 52.203-19, Prohibition on Requiring Certain Internal

Confidentiality Agreements or Statements (Jan 2017) (section 743 of

Division E, Title VII, of the Consolidated and Further Continuing

Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (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.

(iv) 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.

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

(vi) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

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

4212).

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

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

(ix) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C.

4212).

(x) 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.

(xi) 52.222-41, Service Contract Labor Standards (May 2014), (41

U.S.C. chapter 67).

(xii) (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22

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

PAGE 25 OF 116 AB133F18RP0006

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

13627).

(xiii) 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.)

(xiv) 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)

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

12989).

(xvi) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xvii) 52.222-59, Compliance with Labor Laws (Executive Order 13673)

(Oct 2016) (Applies at $50 million for solicitations and resultant contracts issued from October 25, 2016 through April 24, 2017; applies at $500,000 for solicitations and resultant contracts issued after

April 24, 2017).

Note to paragraph (e)(1)(xvii): By a court order issued on October 24, 2016, 52.222-59 is enjoined indefinitely as of the date of the order.

The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, DoD, GSA, and NASA will publish a document in the Federal Register advising the public of the termination of the injunction.

(xviii) 52.222-60, Paycheck Transparency (Executive Order 13673) (Oct

2016).

(xix) 52.222-62, Paid sick Leave Under Executive Order 13706 (JAN

2017) (E.O. 13706).

(xx) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

(B) Alternate I (Jan 2017) of 52.224-3.

(xxi) 52.225-26, Contractors Performing Private Security Functions

Outside the United States (Oct 2016) (Section 862, as amended, of the

National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302 Note).

(xxii) 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.

(xxiii) 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

PAGE 26 OF 116 AB133F18RP0006

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.

(End of Clause)

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 the effective date of the contract through the last day of the final option exercised period or following one year period, whichever is later.

(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 $2,500.00, 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 $32,000,000.00;

(2) Any order for a combination of items in excess of

$32,000,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (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.

PAGE 27 OF 116 AB133F18RP0006

(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 5 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.

(End of Clause)

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 one year following expiration of the effective period of this contract.

(End of Clause)

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 6 months. The Contracting

Officer may exercise the option by written notice to the Contractor within 7 calendar days prior to the performance completion period.

PAGE 28 OF 116 AB133F18RP0006

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this…