Attachment 02 - Clauses-Provisions-Addenda.pdf

Attachment 2 – CLAUSES, PROVISIONS AND ADDENDA

RFQ 70Z08425RWOPL0001

FAR Clause 52.212-4: CONTRACT TERMS AND CONDITIONS-COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2023)

(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 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 Federal Acquisition Regulation (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-

(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 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 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 as 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

FAR 32.608-2 in effect on the date of this contract.

(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.

(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; 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) [Reserved]

(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 User 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)

ADDENDUM TO FAR CLAUSE 52.212-4;

(w) Contractor Performance Evaluations.

(1) In accordance with FAR Subpart 42.15, Contractor Performance Information, the Contractor's performance may be evaluated throughout the contract (and task/delivery order) period of performance. The results will be compiled and reported in a Contractor Performance Report for use by this agency and other government agencies for future source selection decisions. The report will be compiled jointly by the Contracting Officer's Representative (COR) and the Contracting Officer. The Contracting Officer will forward the report to the Contractor for comments. In the case of a contract with option years, interim reports will be completed.

(2) The areas to be evaluated include, but are not limited to: Quality of Product or Service, Schedule, Cost Control, Business Relations, Management of Key Personnel, and Utilization of Small Business.

(3) Each area may be evaluated using the following scale: Exceptional, Very Good, Satisfactory, Marginal and Unsatisfactory.

(4) The Contractor Performance Assessment Reporting System (CPARS) may be used for all performance evaluations. Copies of the reports will be maintained in the CPARS database and in hard copy in the official contract file.

(5) The results of the report will be provided to the Contractor who will be given a period of thirty (30) days to review and provide comments. All comments will be considered by the Contracting Officer and reviewed in accordance with FAR 42.1503. The report will be marked "Source Selection Information" and safeguarded ‘for official use only’ in accordance with Federal Acquisition Regulation Part 3.104. Since there is a limitation of 2000 characters for each area evaluated, there may be an occasion that all evaluations and comments be manually addressed and maintained in the official contract file. If this is the case, each area will be annotated to contact the cognizant Contracting Officer for all evaluation documentation.

(x) Economic Price Adjustment (EPA) – Raw Material (Steel)

(a) The Contractor warrants that the unit prices in this contract do not include any allowance for any contingency to cover increased costs for which adjustments are provided under this clause.

(b) A portion of the unit prices for the following Contract Line Item (CLINs) are subject to an EPA for steel.

Base Performance Period CLINs 0001AA – 0008AG (NOT SUBJECT TO AN EPA) Performance Period One CLINs 1001AA – 1008AG Performance Period Two CLINs 2001AA – 2008AG Performance Period Three CLINs 3001AA – 3008AG Performance Period Four CLINs 4001AA – 4008AG

(c) An adjustment will be based on the U.S. Department of Labor, Bureau of Labor Statistics (BLS), Producer Price Index for Iron and Steel, Series ID WPU101, which will be referenced to as "Index" in the remainder of this clause.

If for some reason the Index is no longer available or discontinued, the contracting parties shall agree on a new Producer Price Index; provided, that if the BLS designated a Producer Price Index with a new title and/or code number as being continuous with the original Index, the new Producer Price Index shall be used. Unless the parties agree otherwise, the substitute Producer Price Index shall be a steel related Producer Price Index which is calculated in such a manner and is based on such factors as would cause it to most closely track the original Index.

(d) Percent changes in Producer Price Indexes shall be calculated on data with the base 1982 = 100 unless the Bureau of the Labor Statistics publishes data on a new base from that time forward.

(e) Beginning at the end of the Base Performance Period and at the end of each subsequent Performance Period, the Index will be monitored to see if any adjustment is required. The Government reserves the right to calculate an adjustment if the Index decreases by 3% or more for the affected performance period, then the unit price for the affected performance period and all subsequent performance periods will be adjusted in accordance with this clause.

Any upward change in the Index for the affected performance period will not be made unless requested by the contractor in writing no later than 30 days prior to expiration of current contract performance period. No requests for adjustment will be accepted if received less than 30 days prior to expiration of current contract performance period.

The aggregate of the increases in any contract unit price made under this clause shall not exceed sixty percent (60%) of the original unit price. There is no percentage limitation on the amount of decrease that may be made under this clause.

(f) The CLINS identified in paragraph (b) will be adjusted to the nearest cent prior to the exercise of each Option Period of the contract, based on the percentage change (up or down) of the Index.

(1) Base Period CLIN unit prices are not subject to an EPA adjustment.

(2) If applicable, EPA 1 Adjustment will be made before Option Period One is exercised and will affect the CLIN unit prices of Option Periods 1 - 4. The EPA 1 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May, and June 2025

(ii) Average Index for April, May and June 2026

(3) If applicable, EPA 2 Adjustment will be made before Option Period Two is exercised and will affect the CLIN unit prices of Option Periods 2 - 4. The EPA 2 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May, and June 2026

(ii) Average Index for April, May, and June 2027

(4) If applicable, EPA 3 Adjustment will be made before Option Period Three is exercised and will affect the CLIN unit prices of Option Periods 3 - 4. The EPA 3 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May, and June 2027

(ii) Average Index for April, May and June 2028

(5) If applicable, EPA 4 Adjustment will be made before Option Period Four is exercised and will affect the CLIN unit prices of Option Period 4. The EPA 4 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May, and June 2028

(ii) Average Index for April, May, and June and June 2029

(g) If at the time required for submission of an EPA request, the Index reflects any of the months required to be used for the adjustment as Preliminary (P) data, the Preliminary (P) data will be used and will be deemed to be final data for the purpose of the EPA adjustment being requested and any future calculations required (using those months) under the contract. If Preliminary or Final June data is not available at the time required for submission of an EPA request, the three months with the most recently published (Preliminary or Final) data before June shall be used as the basis for adjustment. The three months that are used will be deemed to be final data for the purpose of the EPA adjustment being requested and any future calculations requited (using those months) under the contract.

(h) Annual Producer Price Index adjustment is not progressive or cumulative. While the adjustment will alter the adjusted unit price for subsequent year calculations, the Producer Price Index annual adjustment applies only to the single following year.

(i) The following calculation methodology will be used to determine if a price adjustment is required before Option Period One is exercised (EPA 1 Adjustment).

(1) Calculate average index for January, May and June 2025 rounded up to four decimal places.

(2) Calculate average index for January, May and June 2026 rounded up to four decimal places.

(3) Calculate index percent change rounded up to four decimal places.

(4) Calculate the price adjustment for each affected CLIN unit price by multiplying the portion of the unit price subject to the EPA by the percent increase or decrease in the index and rounding the result to the nearest cent.

(5) Calculate revised CLIN unit prices by adding the price adjustment from above to the original CUN unit prices for Option Periods 1 - 4.

(j) With these terms in effect, Tables 1 and 2 below show some hypothetical data and sample EPA calculations which might be made to determine the annual adjusted selling unit prices for steel related items. The following is included for illustration purposes only.

Table 1 - Sample Awarded Contract Information before any EPAs

Period of Performance CLIN Awarded Price Amount Subject to EPA*

Base Year 0001 $10,000.00 $4,000.00

Option Year 1 1001 $10,500.00 $4,000.00

Option Year 2 2001 $11,000.00 $4,000.00

Option Year 3 3001 $11,500.00 $4,000.00

Option Year 4 4001 $12,000.00 $4,000.00

* Portion of unit price subject to EPA is not subject to escalation by the contractor since escalation is included in the index.

(1) Base Period CLIN Unit Prices are not subject to an EPA Adjustment

(2) EPA 1 Adjustment - Sample Calculations (Completed before Option Period One is exercised):

(i) CLIN 1001 Awarded Unit Price: $10,500.00.

Portion of CLIN 0001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for January, May and June 2025: 202.1000.

(iii) Average Index for January, May and June 2026: 223.2333.

(iv) Index Percent Change: (223.2333 - 202.1000) / 202.1000) X 100 = 10.4569%.

(v) Amount of adjustment: $4,000 X .104569 = $418.28 (Rounded to the nearest cent).

(vi) Adjusted CLIN 1001 Unit Price: $10,500.00 + $418.28 = $10,918.28.

(vii) Adjusted CLIN 2001 Unit Price: $11,000.00 + $418.28 = $11,418.28.

(viii) Adjusted CLIN 3001 Unit Price: $11,500.00 + $418.28 = $11,918.28.

(ix) Adjusted CLIN 4001 Unit Price: $12,000.00 + $418.28 = $12,418.28.

Table 2 – Sample EPA Calculations (EPA 1)

CLIN Awarded Price

EPA 1

Adjustment Revised Option

Year Prices

1001 $10,500.00 $418.28 $10,918.28

2001 $11,000.00 $418.28 $11,418.28

3001 $11,500.00 $418.28 $11,918.28

4001 $12,000.00 $418.28 $12,418.28

(3) EPA 2 Adjustment - Sample Calculations (Completed before Option Period Two is exercised):

(i) CLIN 2001 Adjusted Unit Price after EPA 1: $11,418.28.

Portion of CLIN 2001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for January, May and June 2026: 223.2333.

(iii) Average Index for April, May and June 2027: 235.3950.

(iv) Index Percent Change: (235.3950 - 223.2333) / 223.2333) X 100 = 5.4480%.

(v) Amount of adjustment: $4,000 X .054480 = $217.92 (Rounded to the nearest cent).

(vi) Adjusted CLIN 2001 Unit Price: $11,418.28 + $217.92 = $11,636.20.

(vii) Adjusted CLIN 3001 Unit Price: $11,918.28 + $217.92 = $12,136.20.

(viii) Adjusted CLIN 4001 Unit Price: $12,418.28 + $217.92 = $12,636.20.

Table 3 – Sample EPA Calculations (EPA 2)

CLIN

Revised Prices after EPA 1

EPA 2

Adjustment Revised Option

Year Prices

2001 $11,418.28 $217.92 $11,636.20

3001 $11,918.28 $217.92 $12,136.20

4001 $12,418.28 $217.92 $12,636.20

(4) EPA 3 Adjustment - Sample Calculations (Completed before Option Period Three is exercised):

(i) CLIN 3001 Adjusted Unit Price after EPA 2: $12,136.20.

Portion of CLIN 3001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for April, May and June 2027: 235.3950.

(iii) Average Index for April, May and June 2028: 210.3671.

(iv) Index Percent Change: (210.3671- 235.3950) / 210.3671) X 100 = (-11.8973 %).

(v) Amount of adjustment: $4,000 X (-.118973) = (-$475.89) (Rounded to the nearest cent).

(vi) Adjusted CLIN 3001 Unit Price: $12,136.20 + (-$475.89) = $11,660.30.

(vii) Adjusted CLIN 4001 Unit Price: $12,636.20 + (-$475.89) = $12,160.30.

Table 3 – Sample EPA Calculations (EPA 3)

Revised Prices after EPA 2

EPA 3

Adjustment Revised Option

Year Prices

3001 $12,136.20 (-$475.89) $11,660.30

4001 $12,636.20 (-$475.89) $12,160.30

(5) EPA 4 Adjustment - Sample Calculations (Completed before Option Period Four is exercised):

(i) CLIN 4001 Adjusted Unit Price after EPA 3: $12,160.30.

Portion of CLIN 3001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for April, May and June 2028: 210.3671.

(iii) Average Index for April, May and June 2029: 199.4982.

(iv) Index Percent Change: (199.4982- 210.3671) / 199.4982) X 100 = (-5.4481%).

(v) Amount of adjustment: $4,000 X (-.054481) = (-$217.92) (Rounded to the nearest cent).

(vi) Adjusted CLIN 4001 Unit Price: $12,160.30 + (-$217.92) = $11,942.39.

Table 4 – Sample EPA Calculations (EPA 4)

Table 5 – Summary of EPA Adjustments

Awarded Unit

Price

Revised Unit Price After EPA

1 Adjustment

Revised Unit Price After EPA 2 Adjustment

Revised Unit Price After EPA 3 Adjustment

Revised Unit Price After EPA 4 Adjustment

0001 $10,000.00 N/A N/A N/A N/A

1001 $10,500.00 $10,918.28 N/A N/A N/A

2001 $11,000.00 $11,418.28 $11,636.20 N/A N/A

3001 $11,500.00 $11,918.28 $12,136.20 $11,660.30 N/A

4001 $12,000.00 $12,418.28 $12,636.20 $12,160.30 $11,942.38

(k) Any dispute arising under this clause shall be determined in accordance with and subject to the “Disputes” clause of the contract.

(l) The Contracting Officer may examine the Contractor's books, records, and other supporting data relevant to the cost of material during all reasonable times until the end of 3 years after the date of final payment under this contract or the time periods specified in FAR Subpart 4. 7, whichever is earlier.

(End of Clause)

(yx) Economic Price Adjustment (EPA) – #2 Diesel (Fuel)

(a) The Contractor warrants that the unit prices in this contract do not include any allowance for any contingency to cover increased costs for which adjustments are provided under this clause.

(b) A portion of the unit prices for the following Contract Line Item (CLINs) are subject to an EPA for steel.

Base Performance Period CLINs 0009AA – 0009BT (NOT SUBJECT TO AN EPA) Performance Period One CLINs 1009AA – 1009BT Performance Period Two CLINs 2009AA – 2009BT Performance Period Three CLINs 3009AA – 3009BT Performance Period Four CLINs 4009AA – 4009BT

(c) An adjustment will be based on the U.S. Department of Labor, Bureau of Labor Statistics (BLS), Producer Price Index for No. 2 Fiesel Fuel, Series ID WPU057303, which will be referenced to as "Index" in the remainder of this clause. If for some reason the Index is no longer available or discontinued, the contracting parties shall agree on a new Producer Price Index; provided, that if the BLS designated a Producer Price Index with a new title and/or code number as being continuous with the original Index, the new Producer Price Index shall be used. Unless the parties agree otherwise, the substitute Producer Price Index shall be a steel related Producer Price Index which is calculated in such a manner and is based on such factors as would cause it to most closely track the original Index.

(d) Percent changes in Producer Price Indexes shall be calculated on data with the base 1982 = 100 unless the Bureau of the Labor Statistics publishes data on a new base from that time forward.

(e) Beginning at the end of the Base Performance Period and at the end of each subsequent Performance Period, the Index will be monitored to see if any adjustment is required. The Government reserves the right to calculate an adjustment if the Index decreases by 3% or more for the affected performance period, then the unit price for the

CLIN

Revised Prices after EPA 3

EPA 4

Adjustment Revised Option

Year Prices

4001 $12,160.30 (-$217.92) $11,942.38 affected performance period and all subsequent performance periods will be adjusted in accordance with this clause.

Any upward change in the Index for the affected performance period will not be made unless requested by the contractor in writing no later than 30 days prior to expiration of current contract performance period. No requests for adjustment will be accepted if received less than 30 days prior to expiration of current contract performance period.

The aggregate of the increases in any contract unit price made under this clause shall not exceed sixty percent (60%) of the original unit price. There is no percentage limitation on the amount of decrease that may be made under this clause.

(f) The CLINS identified in paragraph (b) will be adjusted to the nearest cent prior to the exercise of each Option Period of the contract, based on the percentage change (up or down) of the Index.

(1) Base Period CLIN unit prices are not subject to an EPA adjustment.

(2) If applicable, EPA 1 Adjustment will be made before Option Period One is exercised and will affect the CLIN unit prices of Option Periods 1 - 4. The EPA 1 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May and June 2025

(ii) Average Index for April, May and June 2026

(3) If applicable, EPA 2 Adjustment will be made before Option Period Two is exercised and will affect the CLIN unit prices of Option Periods 2 - 4. The EPA 2 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May and June 2026

(ii) Average Index for April, May and June 2027

(4) If applicable, EPA 3 Adjustment will be made before Option Period Three is exercised and will affect the CLIN unit prices of Option Periods 3 - 4. The EPA 3 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May and June 2027

(ii) Average Index for April, May and June 2028

(5) If applicable, EPA 4 Adjustment will be made before Option Period Four is exercised and will affect the CLIN unit prices of Option Period 4. The EPA 4 Adjustment shall be based on the change in the Index between the following:

(i) Average Index for April, May and June 2028

(ii) Average Index for April, May and June 2029

(g) If at the time required for submission of an EPA request, the Index reflects any of the months required to be used for the adjustment as Preliminary (P) data, the Preliminary (P) data will be used and will be deemed to be final data for the purpose of the EPA adjustment being requested and any future calculations required (using those months) under the contract. If Preliminary or Final June data is not available at the time required for submission of an EPA request, the three months with the most recently published (Preliminary or Final) data before June shall be used as the basis for adjustment. The three months that are used will be deemed to be final data for the purpose of the EPA adjustment being requested and any future calculations requited (using those months) under the contract.

(h) Annual Producer Price Index adjustment is not progressive or cumulative. While the adjustment will alter the adjusted unit price for subsequent year calculations, the Producer Price Index annual adjustment applies only to the single following year.

(i) The following calculation methodology will be used to determine if a price adjustment is required before Option Period One is exercised (EPA 1 Adjustment).

(1) Calculate average index for April, May and June 2025 rounded up to four decimal places.

(2) Calculate average index for April, May and June 2026 rounded up to four decimal places.

(3) Calculate index percent change rounded up to four decimal places.

(4) Calculate the price adjustment for each affected CLIN unit price by multiplying the portion of the unit price subject to the EPA by the percent increase or decrease in the index and rounding the result to the nearest cent.

(5) Calculate revised CLIN unit prices by adding the price adjustment from above to the original CUN unit prices for Option Periods 1 - 4.

(j) With these terms in effect, Tables 1 and 2 below show some hypothetical data and sample EPA calculations which might be made to determine the annual adjusted selling unit prices for steel related items. The following is included for illustration purposes only.

Table 1 - Sample Awarded Contract Information before any EPAs

Period of Performance CLIN Awarded Price Amount Subject to EPA*

Base Year 0001 $10,000.00 $4,000.00

Option Year 1 1001 $10,500.00 $4,000.00

Option Year 2 2001 $11,000.00 $4,000.00

Option Year 3 3001 $11,500.00 $4,000.00

Option Year 4 4001 $12,000.00 $4,000.00

* Portion of unit price subject to EPA is not subject to escalation by the contractor since escalation is included in the index.

(1) Base Period CLIN Unit Prices are not subject to an EPA Adjustment

(2) EPA 1 Adjustment - Sample Calculations (Completed before Option Period One is exercised):

(i) CLIN 1001 Awarded Unit Price: $10,500.00.

Portion of CLIN 0001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for April, May and June 2025: 202.1000.

(iii) Average Index for April, May and June 2026: 223.2333.

(iv) Index Percent Change: (223.2333 - 202.1000) / 202.1000) X 100 = 10.4569%.

(v) Amount of adjustment: $4,000 X .104569 = $418.28 (Rounded to the nearest cent).

(vi) Adjusted CLIN 1001 Unit Price: $10,500.00 + $418.28 = $10,918.28.

(vii) Adjusted CLIN 2001 Unit Price: $11,000.00 + $418.28 = $11,418.28.

(viii) Adjusted CLIN 3001 Unit Price: $11,500.00 + $418.28 = $11,918.28.

(ix) Adjusted CLIN 4001 Unit Price: $12,000.00 + $418.28 = $12,418.28.

Table 2 – Sample EPA Calculations (EPA 1)

CLIN Awarded Price

EPA 1

Adjustment Revised Option

Year Prices

1001 $10,500.00 $418.28 $10,918.28

2001 $11,000.00 $418.28 $11,418.28

3001 $11,500.00 $418.28 $11,918.28

4001 $12,000.00 $418.28 $12,418.28

(3) EPA 2 Adjustment - Sample Calculations (Completed before Option Period Two is exercised):

(i) CLIN 2001 Adjusted Unit Price after EPA 1: $11,418.28.

Portion of CLIN 2001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for April, May and June 2026: 223.2333.

(iii) Average Index for April, May and June 2027: 235.3950.

(iv) Index Percent Change: (235.3950 - 223.2333) / 223.2333) X 100 = 5.4480%.

(v) Amount of adjustment: $4,000 X .054480 = $217.92 (Rounded to the nearest cent).

(vi) Adjusted CLIN 2001 Unit Price: $11,418.28 + $217.92 = $11,636.20.

(vii) Adjusted CLIN 3001 Unit Price: $11,918.28 + $217.92 = $12,136.20.

(viii) Adjusted CLIN 4001 Unit Price: $12,418.28 + $217.92 = $12,636.20.

Table 3 – Sample EPA Calculations (EPA 2)

Revised Prices after EPA 1

EPA 2

Adjustment Revised Option

Year Prices

2001 $11,418.28 $217.92 $11,636.20

3001 $11,918.28 $217.92 $12,136.20

4001 $12,418.28 $217.92 $12,636.20

(4) EPA 3 Adjustment - Sample Calculations (Completed before Option Period Three is exercised):

(i) CLIN 3001 Adjusted Unit Price after EPA 2: $12,136.20.

Portion of CLIN 3001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for April, May and June 2027: 235.3950.

(iii) Average Index for April, May and June 2028: 210.3671.

(iv) Index Percent Change: (210.3671- 235.3950) / 210.3671) X 100 = (-11.8973 %).

(v) Amount of adjustment: $4,000 X (-.118973) = (-$475.89) (Rounded to the nearest cent).

(vi) Adjusted CLIN 3001 Unit Price: $12,136.20 + (-$475.89) = $11,660.30.

(vii) Adjusted CLIN 4001 Unit Price: $12,636.20 + (-$475.89) = $12,160.30.

Table 3 – Sample EPA Calculations (EPA 3)

Revised Prices after EPA 2

EPA 3

Adjustment Revised Option

Year Prices

3001 $12,136.20 (-$475.89) $11,660.30

4001 $12,636.20 (-$475.89) $12,160.30

(5) EPA 4 Adjustment - Sample Calculations (Completed before Option Period Four is exercised):

(i) CLIN 4001 Adjusted Unit Price after EPA 3: $12,160.30.

Portion of CLIN 3001 Unit Price subject to EPA: $4,000.00.

(ii) Average Index for April, May and June 2028: 210.3671.

(iii) Average Index for April, May and June 2029: 199.4982.

(iv) Index Percent Change: (199.4982- 210.3671) / 199.4982) X 100 = (-5.4481%).

(v) Amount of adjustment: $4,000 X (-.054481) = (-$217.92) (Rounded to the nearest cent).

(vi) Adjusted CLIN 4001 Unit Price: $12,160.30 + (-$217.92) = $11,942.39.

Table 4 – Sample EPA Calculations (EPA 4)

Table 5 – Summary of EPA Adjustments

Awarded Unit

Price

Revised Unit Price After EPA

1 Adjustment

Revised Unit Price After EPA 2 Adjustment

Revised Unit Price After EPA 3 Adjustment

Revised Unit Price After EPA 4 Adjustment

0001 $10,000.00 N/A N/A N/A N/A

1001 $10,500.00 $10,918.28 N/A N/A N/A

2001 $11,000.00 $11,418.28 $11,636.20 N/A N/A

3001 $11,500.00 $11,918.28 $12,136.20 $11,660.30 N/A

4001 $12,000.00 $12,418.28 $12,636.20 $12,160.30 $11,942.38

Revised Prices after EPA 3

EPA 4

Adjustment Revised Option

Year Prices

4001 $12,160.30 (-$217.92) $11,942.38

(k) Any dispute arising under this clause shall be determined in accordance with and subject to the “Disputes” clause of the contract.

(l) The Contracting Officer may examine the Contractor's books, records, and other supporting data relevant to the cost of material during all reasonable times until the end of 3 years after the date of final payment under this contract or the time periods specified in FAR Subpart 4. 7, whichever is earlier.

FAR Clause 52.204-21: BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 days;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 5 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 36 months.

(End of Addendum to FAR Clause 52.212-4)

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

EXECUTIVE ORDERS-COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

(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 products and commercial services:

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by

Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or

Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C.

3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 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 products and commercial services:

[Contracting Officer check as appropriate.] _X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov

2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 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.)

__ (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (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).

__ (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) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of

Pub. L. 117-328).

__ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec 2023) ( Pub. L. 115–390, title II).

__ (11)

(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023) ( Pub. L. 115–

390, title II).

__ (ii) Alternate I (Dec 2023) of 52.204-30.

_X_ (12) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) ( 31 U.S.C. 6101 note).

_X_ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct

2018) ( 41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) ( 15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (17) [Reserved] __ (18)

(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

_X_ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (19)

(i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

_X_ (20) 52.219-8, Utilization of Small Business Concerns (Feb 2024) ( 15 U.S.C. 637(d)(2) and (3)).

__ (21)

(i) 52.219-9, Small Business Subcontracting Plan (Sep 2023) ( 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 (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2023) of 52.219-9.

__ (22)

(i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) ( 15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (23) 52.219-14, Limitations on Subcontracting (Oct 2022) ( 15 U.S.C. 637s).

__ (24) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small

Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (Feb 2024) ( 15 U.S.C. 657f).

__ (26)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (Feb 2024) ( 15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-

Owned Small Business Concerns (Oct 2022) ( 15 U.S.C. 637(m)).

__ (28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small…