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SOLICITATION/CONTRACT 1. THIS CONTRACT IS A RATED

5. SOLICITATION TYPE2. CONTRACT NO.

PAGE OF PAGES

7. ISSUED BY CODE 8. THIS ACQUISITION IS

BIDDER/OFFEROR TO COMPLETE BLOCKS 11, 13, 15, 21, 22, & 27

RATING

ORDER UNDER DPAS (15 CRF 350)

3. AWARD/

EFFECTIVE DATE ISSUE DATE

6. SOLICITATION

UNRESTRICTED

SET ASIDE

SMALL BUSINESS

OTHER

COMBINED SMALL BUSINESS AND

LABOR SURPLUS AREA CONCERNS

LABOR SURPLUS AREA CONCERNS

SIC:

SIZE STANDARD:

9. (AGENCY USE)

NO COLLECT CALLS

10. ITEMS TO BE PURCHASED (BRIEF DESCRIPTION)

SUPPLIES SERVICES

11. IF OFFER IS ACCEPTED BY THE GOVERNMENT WITHIN

DAYS (60 CALENDAR DAYS UNLESS OFFEROR INSERTS A DIFFERENT

PERIOD) FROM THE DATE SET FORTH IN BLK 9 ABOVE, THE CONTRACTOR

AGREES TO HOLD ITS OFFERED PRICES FIRM FOR THE ITEMS SOLICITED

HEREIN AND TO ACCEPT ANY RESULTING CONTRACT SUBJECT TO THE

TERMS AND CONDITIONS STATED HEREIN.

CODE 12. ADMINISTERED BY

13. CONTRACTOR/ FACILITY 14. PAYMENT WILL BE MADE BY CODE CODE

OFFEROR CODE

TELEPHONE NO.

DUNS NO.

CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK:

15. PROMPT PAY DISCOUNT 16. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION

10 U.S.C. 2304 (C) ( 41 U.S.C. 253 (C) (

NEGOTIATED BID (RFP)

SEALED BID (IFB)

1 57

USDA FOREST SERVICE

GEOSPATIAL TECHNOLOGY AND

APPLICATIONS CENTER

2222 WEST 2300 SOUTH

SALT LAKE CITY UT 84119

APPLICATIONS CENTER

84JC

541990

% FOR

CALENDAR

x x

$15.00

4. SOLICITATION NUMBER

AG-84JC-S-17-0002

17.

ITEM NO.

18.

SCHEDULE OF SUPPLIES/SERVICES

19.

QUANTITY

20.

UNIT

21.

UNIT PRICE

22.

AMOUNT

The offeror's technical proposal, in whole or in part, may be incorporated into the resulting contract or the offeror may be required to submit changes to the Performance Work Statement.

The programmatic ceiling of $25M applies to all orders placed against awarded contracts issued in response to this RFP. The minimum guarantee of each contract is $2,500.

Continued ...

27. SIGNATURE OF OFFEROR/CONTACTOR 28. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

NAME AND TITLE OF SIGNER (TYPE OR PRINT) DATE SIGNED NAME OF CONTRACTING OFFICER (TYPE OR PRINT) DATE SIGNED

25. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

26. AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION

NUMBER SHOWN IN BLOCK 4, INCLUDING ANY ADDITIONS OR

CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS

TO ITEMS:

23. ACCOUNTING AND APPROPRIATION DATA 24. TOTAL AWARD AMOUNT (FOR GOVT USE ONLY)

MARY A. SHINNEY

NSN 7540-01-218-4386 1447-101 STANDARD FORM 1447 (Rev. 5-88)

Prescribed by GSA

FAR (48 CFR) 53.215-1(g)

TYPE OR PRINT NAME AND TITLE OF SIGNER

SIGNATURENAME AND ADDRESS OF FIRM (Include ZIP Code)

WE DO NOT, DESIRE TO BE RETAINED ON THE MAILING LIST FOR FUTURE PROCUREMENTS OF THE TYPE OF ITEM(S) INVOLVED.WE DO

DO NOT REGULARLY MANUFACTURE OR SELL THE TYPE OF ITEMS INVOLVED

CANNOT MEET DELIVERY REQUIREMENT

OTHER (Specify)

UNABLE TO IDENTIFY THE ITEM(S)

CANNOT COMPLY WITH SPECIFICATIONS

PAGE

NO RESPONSE FOR REASONS CHECKED

57 2 OF

DATE AND LOCAL TIME

AFFIX

STAMP

HERE

TO:

FROM:

SOLICITATION NO.

APPLICATIONS CENTER

SF 1447 (5-88) BACK

(A)

(B)

SUPPLIES/SERVICES

(C)

(D)

(E)

(F)

NAME OF OFFEROR OR CONTRACTOR

3 57

CONTINUATION SHEET

PAGE OFREFERENCE NO. OF DOCUMENT BEING CONTINUED

001 1 LO

002 1 LO

003 1 LO

101 1 LO

102 1 LO

103 1 LO

201 1 LO

202 1 LO

203 1 LO

Base Period (12 Months After Receipt of Contract)

National Geospatial Services

Firm-Fixed Price

Labor Hour

Travel or Other Direct Costs in Support of Item

Cost Reimbursable - No Fee

Option Period 1 (From 12 Months to 24 Months After Receipt of Contract)

(Option Line Item)

Option Period 2 (From 24 Months to 36 Months

Continued ...

NSN 7540-01-218-4386 Standard Form 1447 (5-88)

Sponsored by GSA

FAR (48 CFR) 53.2151 (g)

(A)

(B)

SUPPLIES/SERVICES

(C)

(D)

(E)

(F)

NAME OF OFFEROR OR CONTRACTOR

4 57

CONTINUATION SHEET

PAGE OFREFERENCE NO. OF DOCUMENT BEING CONTINUED

301 1 LO

302 1 LO

303 1 LO

401 1 LO

402 1 LO

403 1 LO

Option Period 3 (From 36 Months to 48 Months

Option Period 4 (From 48 Months to 60 Months

NSN 7540-01-218-4386 Standard Form 1447 (5-88)

Sponsored by GSA

FAR (48 CFR) 53.2151 (g)

A - Solicitation/Contract Form Clauses

B - Supplies or Services/Prices Section B - Supplies or Services and Prices

C - Description/Specifications See Attachment J-1 - Performance Work Statement

D - Packaging and Marking To be identified on each individual Task Order

E - Inspection and Acceptance Clauses

F - Deliveries or Performance Clauses

G - Contract Administration Data Invoicing Instructions

H - Special Contract Requirements Contracting Officer Representative

I - Contract Clauses Clauses

J - Attachments List of Documents, Exhibits, and Other Attachments

K - Representations, Certifications, and Other Statements of Bidders Clauses

L - Instructions,Conditions, and Notices to Bidders Section L Clauses and Provisions

M - Evaluation Factors for Award Section M Clauses and Provisions

A - Solicitation/Contract Form

Clauses

52.204-15 Service Contract Reporting Requirements for Indefinite-Delivery Contracts. (OCT 2016)

52.204-17 Ownership or Control of Offeror. (JUL 2016)

(a) Definitions. As used in this provision-

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror.

Indicators of control include, but are not limited to, one or more of the following: Ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

(b) The Offeror represents that it [ ] has or [ ] does not have an immediate owner. If the Offeror has more than one immediate owner (such as a joint venture), then the Offeror shall respond to paragraph (c) and if applicable, paragraph (d) of this provision for each participant in the joint venture.

(c) If the Offeror indicates "has" in paragraph (b) of this provision, enter the following information:

Immediate owner CAGE code: [ ]

Immediate owner legal name: [ (Do not use a "doing business as" name)]

Is the immediate owner owned or controlled by another entity?: [ ] Yes or [ ] No.

(d) If the Offeror indicates "yes" in paragraph (c) of this provision, indicating that the immediate owner is owned or controlled by another entity, then enter the following information:

Highest-level owner CAGE code: [ ]

Highest-level owner legal name: [(Do not use a "doing business as" name)]

(End of provision)

52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014)

52.204-20 Predecessor of Offeror. (JUL 2016)

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

(b) The Offeror represents that it [ ] is or [ ] is not a successor to a predecessor that held a Federal contract or grant within the last three years.

(c) If the Offeror has indicated "is" in paragraph (b) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if more than one predecessor, list in reverse chronological order):

Predecessor CAGE code: [(or mark "Unknown")].

Predecessor legal name: [(Do not use a "doing business as" name)].

52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (JUN 2016)

52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. (FEB 2016)

52.215-23 Limitations on Pass-Through Charges. (OCT 2009)

52.222-60 Paycheck Transparency (Executive Order 13673). (OCT 2016)

52.245-1 Government Property. (APR 2012) - Alternate I (APR 2012)

452.237-74 Key Personnel. (FEB 1988)

452.204-70 Inquiries. (FEB 1988)

452.211-72 Statement of Work/Specifications. (FEB 1988)

452.224-70 Confidentiality of Information. (FEB 1988)

452.228-71 Insurance Coverage. (NOV 1996)

452.237-75 Restrictions Against Disclosure. (FEB 1988)

452.237-76 Progress Reporting. (FEB 1988)

B - Supplies or Services/Prices

Section B - Supplies or Services and Prices

Instructions: Provide your wrap-rate (e.g. labor, fringe, overhead, G&A, etc.) for each labor category stated below. The total extended amount will be utilized in determining the Total Evaluated Price (See Section M, Para. 2.4.5.1). This fixed hourly rate will be binding and will be used for task orders issued under this contract.

Labor Category Quantity Unit Amount Total Amount

Base Period

Geospatial Analyst (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00 Geospatial Analyst (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00 Geospatial Technician (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00 Geospatial Technician (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Remote Sensing Analyst (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00

Remote Sensing Analyst (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00 Senior Geospatial Web and Mobile Application Developer (At Destination, e.g. on Federal Facility) 1750 HR $0.00 $0.00

Origin, e.g. at Contractor Facility) 1750 HR $0.00 $0.00

Geospatial Web and Mobile Application Developer (At Destination, e.g. on Federal Facility) 1000 HR $0.00 $0.00

Geospatial Web and Mobile Application Developer (At Origin, e.g. at Contractor Facility) 1000 HR $0.00 $0.00

Senior Geospatial Training Developer/Instructor (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00

Senior Geospatial Training Developer/Instructor (At Origin, e.g.

at Contractor Facility) 150 HR $0.00 $0.00

Geospatial Training Developer/Instructor (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00

Geospatial Training Developer/Instructor (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Geospatial Data Manager (At Destination, e.g. on Federal Facility) 1500 HR $0.00 $0.00

Geospatial Data Manager (At Origin, e.g. at Contractor Facility) 1500 HR $0.00 $0.00 Cartographer (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00 Cartographer (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00 Web Hosting Administrator (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00

Web Hosting Administrator (At Origin, e.g. at Contractor

Spatial Database Administrator (At Destination, e.g. on Federal

Spatial Database Administrator (At Origin, e.g. at Contractor

Graphic Designer/Graphic User Interface Designer (At Destination, e.g. on Federal Facility) 150 HR $0.00 $0.00

Graphic Designer/Graphic User Interface Designer (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Project Manager (At Destination, e.g. on Federal Facility) 250 HR $0.00 $0.00 Project Manager (At Origin, e.g. at Contractor Facility) 250 HR $0.00 $0.00

Total Base Period $0.00

Option Period 1

Cartographer (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Total Option Period 1 $0.00

Option Period 2

Cartographer (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Total Option Period 2 $0.00

Option Period 3

Cartographer (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Total Option Period 3 $0.00

Option Period 4

Cartographer (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Total Option Period 4 $0.00

Option Period - Extension of Services (See Clause 52.217-8)

Cartographer (At Origin, e.g. at Contractor Facility) 150 HR $0.00 $0.00

Total Option Period 5 $0.00

Total All Years $0.00

C - Description/Specifications

See Attachment J-1 - Performance Work Statement

D - Packaging and Marking

To be identified on each individual Task Order

E - Inspection and Acceptance

52.246-4 Inspection of Services - Fixed-Price. (AUG 1996)

52.246-5 Inspection of Services - Cost-Reimbursement. (APR 1984)

F - Deliveries or Performance

52.242-15 Stop-Work Order. (AUG 1989)

G - Contract Administration Data

Invoicing Instructions

The contractor shall submit all invoices for payment through the Invoice Processing Platform (IPP). Do not submit invoices into Wide Area Workflow (WAWF).

H - Special Contract Requirements

Contracting Officer Representative

(a) Definition. "Contracting officers representative" means an individual designated and authorized in writing by the Administrative Contracting Officer (ACO) to perform specific technical or administrative functions.

(b) If the ACO designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the ACO.

The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

I - Contract Clauses

52.202-1 Definitions. (NOV 2013)

52.203-3 Gratuities. (APR 1984)

52.203-5 Covenant Against Contingent Fees. (MAY 2014)

52.203-6 Restrictions on Subcontractor Sales to the Government. (SEP 2006)

52.203-7 Anti-Kickback Procedures. (MAY 2014)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. (MAY 2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. (MAY 2014)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (OCT 2010)

52.203-16 Preventing Personal Conflicts of Interest. (DEC 2011)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (APR 2014)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)

52.204-9 Personal Identity Verification of Contractor Personnel. (JAN 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. (OCT 2016)

52.204-13 System for Award Management Maintenance. (OCT 2016)

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (JUL 2013)

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications. (OCT 2010)

52.216-11 Cost Contract - No Fee. (APR 1984)

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 date of award through five (5) years plus six (6) months.

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

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

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500, 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 $5,000,000;

(2) Any order for a combination of items in excess of $5,000,000; or

(3) A series of orders from the same ordering office within 30 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 3 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.

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 31 December 2024.

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 30 calendar days of contract expiration.

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 1 calendar day of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendardays (60 days unless a different number of days is inserted) before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed [ ](months)(years).

52.219-8 Utilization of Small Business Concerns. (NOV 2016)

52.219-9 Small Business Subcontracting Plan. (JAN 2017)

52.219-16 Liquidated Damages - Subcontracting Plan. (JAN 1999)

52.219-28 Post-Award Small Business Program Rerepresentation. (JUL 2013)

(a) Definitions. As used in this clause-

Long-term contract means a contract of more than five years in duration, including options.

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

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

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

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

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

(3) For long-term contracts-

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

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

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

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

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code [insert NAICS Code] assigned to contract number [insert contract number]. (Contractor to sign and date and insert authorized signer's name and title).

52.222-4 Contract Work Hours and Safety Standards - Overtime Compensation. (MAY 2014)

52.222-17 Nondisplacement of Qualified Workers. (MAY 2014)

52.222-21 Prohibition of segregated facilities. (APR 2015)

52.222-26 Equal Opportunity. (SEP 2016)

52.222-37 Employment Reports on Veterans. (FEB 2016)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC 2010)

52.222-50 Combating Trafficking in Persons. (MAR 2015)

52.222-52 Exemption From Application of the Service Contract Labor Standards to Contracts for Certain Services-Certification. (MAY 2014)

52.223-5 Pollution Prevention and Right-to-Know Information. (MAY 2011)

52.223-5 Pollution Prevention and Right-to-Know Information. (MAY 2011)

52.223-6 Drug-Free Workplace. (MAY 2001)

52.223-10 Waste Reduction Program. (MAY 2011)

52.223-10 Waste Reduction Program. (MAY 2011)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. (AUG 2011)

52.223-19 Compliance with Environmental Management Systems. (MAY 2011)

52.223-19 Compliance with Environmental Management Systems. (MAY 2011)

52.224-1 Privacy Act Notification. (APR 1984)

52.224-2 Privacy Act. (APR 1984)

52.225-13 Restrictions on Certain Foreign Purchases. (JUN 2008)

52.227-14 Rights in Data-General. (MAY 2014)

52.227-23 Rights to Proposal Data (Technical). (JUN 1987)

Except for data contained on pages TBD, it is agreed that as a condition of award of this contract, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights (as defined in the "Rights in Data - General" clause contained in this contract) in and to the technical data contained in the proposal dated TBD, upon which this contract is based.

52.228-5 Insurance - Work on a Government Installation. (JAN 1997)

52.228-7 Insurance - Liability to Third Persons. (MAR 1996)

52.229-4 Federal, State, and Local Taxes (State and Local Adjustments). (FEB 2013)

52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts. (AUG 2012)

The Government will pay the Contractor as follows upon the submission of vouchers approved by the Contracting Officer or the authorized representative:

(a) Hourly rate. (1) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(i) Performed by the Contractor;

(ii) Performed by the subcontractors; or

(iii) Transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control.

(2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Schedule by the number of direct labor hours performed.

(3) The hourly rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by employees that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis.

(5) Vouchers may be submitted not more than once every two weeks, to the Contracting Officer or authorized representative. A small business concern may receive more frequent payments than every two weeks. The Contractor shall substantiate vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by-

(i) Individual daily job timekeeping records;

(ii) Records that verify the employees meet the qualifications for the labor categories specified in the contract; or

(iii) Other substantiation approved by the Contracting Officer.

(6) Promptly after receipt of each substantiated voucher, the Government shall, except as otherwise provided in this contract, and subject to the terms of paragraph (e) of this clause, pay the voucher as approved by the Contracting Officer or authorized representative.

(7) Unless otherwise prescribed in the Schedule, the Contracting Officer may unilaterally issue a contract modification requiring the Contractor to withhold amounts from its billings until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interests. The Contracting Officer may require a withhold of 5 percent of the amounts due under paragraph (a) of this clause, but the total amount withheld for the contract shall not exceed $50,000. The amounts withheld shall be retained until the Contractor executes and delivers the release required by paragraph

(g) of this clause.

(8) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. If no overtime rates are provided in the Schedule and overtime work is approved in advance by the Contracting Officer, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(b) Materials. (1) For the purposes of this clause-

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Materials means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); and

(D) Applicable indirect costs.

(2) If the Contractor furnishes its own materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(i) Quantities being acquired; and

(ii) Actual cost of any modifications necessary because of contract requirements.

(3) Except as provided for in paragraph (b)(2) of this clause, the Government will reimburse the Contractor for allowable cost of materials provided the Contractor-

(i) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(ii) Ordinarily makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(4) Payment for materials is subject to the Allowable Cost and Payment clause of this contract. The Contracting Officer will determine allowable costs of materials in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(5) The Contractor may include allocable indirect costs and other direct costs to the extent they are-

(i) Comprised only of costs that are clearly excluded from the hourly rate;

(ii) Allocated in accordance with the Contractor's written or established accounting practices; and

(iii) Indirect costs are not applied to subcontracts that are paid at the hourly rates.

(6) To the extent able, the Contractor shall-

(i) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(ii) Take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of the benefits, the Contractor shall promptly notify the Contracting Officer and give the reasons. The Contractor shall give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of the Contractor, or would have accrued except for the fault or neglect of the Contractor. The Contractor shall not deduct from gross costs the benefits lost without fault or neglect on the part of the Contractor, or lost through fault of the Government.

(7) Except as provided for in 31.205-26(e) and (f), the Government will not pay profit or fee to the prime Contractor on materials.

(c) If the Contractor enters into any subcontract that requires consent under the clause at 52.244-2, Subcontracts, without obtaining such consent, the Government is not required to reimburse the Contractor for any costs incurred under the subcontract prior to the date the Contractor obtains the required consent. Any reimbursement of subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of the Government.

(d) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during performing this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performing this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(e) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(f) Audit. At any time before final payment under this contract, the Contracting Officer may request audit of the vouchers and supporting documentation. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding vouchers, that are found by the Contracting Officer or authorized representative not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the voucher designated by the Contractor as the "completion voucher" and supporting documentation, and upon compliance by the Contractor with all terms of this contract (including, without limitation, terms relating to patents and the terms of paragraph (g) of this clause), the Government shall promptly pay any balance due the Contractor. The completion voucher, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 120 days (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(g) Assignment and Release of Claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(1) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor.

(2) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(h) Interim payments on contracts for other than services. (1) Interim payments made prior to the final payment under the contract are contract financing payments. Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act.

(2) The designated payment office will make interim payments for contract financing on the [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30th"] day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(i) Interim payments on contracts for services. For interim payments made prior to the final payment under this contract, 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.

(End of Clause)

52.232-17 Interest. (MAY 2014)

52.232-20 Limitation of Cost. (APR 1984)

52.232-23 Assignment of Claims. (MAY 2014)

52.232-25 Prompt payment. (JUL 2013)

52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (DEC 2013)

52.233-1 Disputes. (MAY 2014)

52.233-3 Protest after Award. (AUG 1996)

52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004)

52.237-2 Protection of Government Buildings, Equipment, and Vegetation. (APR 1984)

52.242-1 Notice of Intent to Disallow Costs. (APR 1984)

52.242-3 Penalties for Unallowable Costs. (MAY 2014)

52.242-4 Certification of Final Indirect Costs. (JAN 1997)

52.242-13 Bankruptcy. (JUL 1995)

52.243-1 Changes - Fixed-Price. (AUG 1987)

52.243-2 Changes - Cost-Reimbursement. (AUG 1987)

52.243-2 Changes - Cost-Reimbursement. (AUG 1987) - Alternate I (APR 1984)

52.244-6 Subcontracts for Commercial Items. (JAN 2017)

52.245-1 Government Property. (APR 2012)

52.245-2 Government Property Installation Operation Services. (APR 2012)

(a) This Government Property listed in paragraph (e) of this clause is furnished to the Contractor in an "as-is, where is" condition. The Government makes no warranty regarding the suitability for use of the Government property specified in this contract. The Contractor shall be afforded the opportunity to inspect the Government property as specified in the solicitation.

(b) The Government bears no responsibility for repair or replacement of any lost Government property. If any or all of the Government property is lost or becomes no longer usable, the Contractor shall be responsible for replacement of the property at Contractor expense. The Contractor shall have title to all replacement property and shall continue to be responsible for contract performance.

(c) Unless the Contracting Officer determines otherwise, the Government abandons all rights and title to unserviceable and scrap property resulting from contract performance. Upon notification to the Contracting Officer, the Contractor shall remove such property from the Government premises and dispose of it at Contractor expense.

(d) Except as provided in this clause, Government property furnished under this contract shall be governed by the Government Property clause of this contract.

(e) Government property provided under this clause: To Be Identified On Each Task Order

52.245-9 Use and Charges (APR 2012)

52.246-20 Warranty of Services. (MAY 2001)

(a) Definition.

"Acceptance," as used in this clause, means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the contract.

(b) Notwithstanding inspection and acceptance by the Government or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. The Contracting Officer shall give written notice of any defect or nonconformance to the Contractor within 30 calendar days from the date of acceptance by the Government. This notice shall state either-

(1) That the Contractor shall correct or reperform any defective or nonconforming services; or

(2) That the Government does not require correction or reperformance.

(c) If the Contractor is required to correct or reperform, it shall be at no cost to the Government, and any services corrected or reperformed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the Contractor fails or refuses to correct or reperform, the Contracting Officer may, by contract or otherwise, correct or replace with similar services and charge to the Contractor the cost occasioned to the Government thereby, or make an equitable adjustment in the contract price.

(d) If the Government does not require correction or reperformance, the Contracting Officer shall make an equitable adjustment in the contract price.

52.251-1 Government Supply Sources. (APR 2012)

52.253-1 Computer Generated Forms. (JAN 1991)

52.222-35 Equal Opportunity for Veterans. (OCT 2015)

(a) Definitions. As used in this clause-

"Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at FAR 22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.222-36 Equal Opportunity for Workers with Disabilities. (JUL 2014)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.252-2 Clauses Incorporated by Reference. (FEB 1998)

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

J - Attachments

List of Documents, Exhibits, and Other Attachments

Attachment Number Title Date

J-1 Performance Work Statement 05/25/2017 J-2 Ordering Instructions

K - Representations, Certifications, and Other Statements of Bidders

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. (SEP 2007)

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications. (OCT 2015)

52.204-8 Annual Representations and Certifications. (DEC 2016)

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

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

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b)(1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the provision at 52.204-7 is not included in this solicitation, and the offeror is currently registered in the System for Award Management (SAM), and has completed the Representations and Certifications section of SAM electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:

___ (i) Paragraph (d) applies.

___ (ii) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c)(1) The following representations or certifications in SAM are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless-

(A) The acquisition is to be made under the simplified acquisition procedures in Part 13;

(B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or

(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions.