AWARD_80TECH22PA001-_DELL_R650_HW-signed 2022.02.16.pdf

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Dell PowerEdge R640 Server Specifications Supporting documents include the Common Server Procurement spec and specified HW as indicated below.

The contract terms should stipulate that NASA POC approval is required prior to shipping HW to NASA site.

Dell has agreed to warehouse HW ordered up to a total of 6 months post HW build completion to avoid premature use of the OEM warranty which begins at time of delivery of HW to NASA. Warehousing of HW by Dell may be required in the event of a delay in Artemis 1 launch schedule. Specification(s)

Item 1 Short Description: PowerEdge R640 Server Part #: 210-AKWU Quantity: 147

Item 2 Short Description: 960GB SSD SATA Read Intensive 6Gbps 512e 2.5in w/ 3.5in HYB CARR Drive, CUS Kit (345-BBDJ) non-TAA Part #: 345-BBDJ Quantity: 18

Item 3 Short Description: 1.92TB SSD SATA Read Intensive 6Gbps 512e 2.5in Hot-Plug, CUS Kit (345-BBDN) non-TAA Part #: 345-BBDN Quantity: 30

Item 4 Short Description: Dell Memory Upgrade - 32GB - 2RX4 DDR4 RDIMM 3200MHz 8Gb BASE (AB614353) Part #: AA783422 Quantity: 24

Delivery Location:

TOSC/Jacobs Warehouse K6-1547 Kennedy Space Center, FL 32899 Attn: Tanya McCrory, Lead, 321-861-0346

The goods are part of the build of the SpacePort Command and Control System and requires other items not included on this PR.

The lead time for delivery of these item(s) requires that we order now to receive by 3/31/22 to meet project timeline.

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

FACILITY

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

4200789616

80TECH22Q0007

Andrea Ross Andrea.mt.Ross@nasa.gov

LP013

LP013

Information Technology Procurement Office IT Procurements-On Demand (ITPOD) https://www.nssc.nasa.gov/vendorpayment NSSC-AccountsPayable@nasa.gov

02/09/2022

02/11/2022

12PM EST

NASA/ Information Technology Procurement Office IT Procurements-On Demand (ITPOD) Headquarters Washington, DC 20546-0001

Joseph P Elebash, CFO February 10, 2022

043Z0

Mainline Information Systems, Inc.

1700 Summit Lake Drive Tallahassee, FL 32317

850-219-5000

N/A

DocuSign Envelope ID: C831A5D3-F8CB-4D85-8D63-A16E84BEDB3F amross5

Typewritten Text

80TECH22PA001

SEE BLK 31C.

Andrea MT. Ross

2.16.2022

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

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

36. PAYMENT

COMPLETE PARTIAL FINAL

DocuSign Envelope ID: C831A5D3-F8CB-4D85-8D63-A16E84BEDB3F

2022-02-16T14:53:41-0500

ANDREA Ross

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION (NASA)

INFORMATION TECHNOLOGY PROCUREMENT OFFICE (ITPO)

INFORMATION TECHNOLOGY PROCUREMENTS ON-DEMAND TEAM

(ITPOD)

DELL POWEREDGE R640 SERVER

DELIVERY ORDER

Pursuant to the terms identified in this purchase order, the Contractor agrees to the following terms of an order exclusively with NASA ITPO:

1. Type of Order.

This order is being issued on a firm fixed price (FFP) basis.

(End of text)

2. Order of Precedence.

This order is subject to the terms and conditions of the NASA SEWP Contract and the NASA Federal Acquisition Regulation (FAR) Supplement (NFS) and HQclauses included herein. In the event of any inconsistency between the terms and conditions of this order and the NASA SEWP Contract, the terms and conditions of the NASA SEWP Contract shall take precedence. The NASA ITPO-ITPOD Contracting Officer (CO) shall be contacted in the event there are any issues/disagreements regarding the terms and conditions of this order.

3. Substitution of Terms.

This order contains clauses taken from, among other sources, the FAR, NFS, NASA HQ, and NASA. Whenever the word "contract" appears in FAR, NFS, or HQ. clauses presented herein, substitute the word "order" respectively. In addition, throughout this entire document, the term "Contracting Officer" refers to the NASA ITPO-ITPOD Contracting Officer, except where specifically defined otherwise.

4. 1852.216-78 Firm Fixed Price. (DEC 1988)

The total firm fixed price of this order is $2,301,010.05.

(End of clause)

5. Period of Performance.

The period of performance of this order shall be for a period of 1 year from the order effective date of 2/16/2022.

(End of Text)

6. Shipping Instructions--Central Receiving.

Shipments of the items required under this contract shall be to:

Receiving Officer TOSC/Jacobs Warehouse K6-1547 Kennedy Space Center, FL 32899 Attn: Tanya McCrory, Lead, 321-861-0346

Marked for:

Technical Officer: Allan Villorin (Phone#: 321-720-5673) Building: NE-XC Contract No.: 80TECH22Q0007

Compliance with this clause is necessary to assure verification of delivery and acceptance and prompt payment.

If this is a fixed price type contract, delivery--for purposes of the Prompt Payment Act--must be through the above shipping address unless another location has been authorized by the Contracting Officer. If delivery is made to other than the Receiving Officer listed above and shipment to that other location has not been authorized by the Contracting Officer, a delivery for the purposes of the Prompt Payment Act has not occurred and no interest penalty under the Act shall result. Shipment to other than Receiving Officer listed above will be construed as contract noncompliance.

7. 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): FAR and NFS Search (nasa.gov)

FAR CLAUSES:

52.212-4 Contract Terms and Conditions - Commercial Products and Commercial

Services. (NOV 2021) 52.202-1 Definitions. (JUN 2020) 52.203-3 Gratuities. (APR 1984) 52.232-33 Payment by Electronic Funds Transfer - System for Award Management.

(OCT 2018)

52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013) https://prod.nais.nasa.gov/far/

52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (NOV 2021)

52.243-1 Changes - Fixed-Price. (AUG 1987) 52.242-13 Bankruptcy. (JUL 1995) 52.242-15 Stop-Work Order. (AUG 1989) 52.244-6 Subcontracts for Commercial Products and Commercial Services. (JAN 2022) 52.246-2 Inspection of Supplies - Fixed-Price. (AUG 1996) 52.246-16 Responsibility for Supplies. (APR 1984) 52.246-17 Warranty of Supplies of a Noncomplex Nature. (JUN 2003) 52.247-34 F.o.b. Destination. (NOV 1991) 52.249-2 Termination for Convenience of the Government (Fixed-Price). (APR 2012) 52.249-8 Default (Fixed-Price Supply and Service). (APR 1984)

NASA FAR SUPPLEMENT CLAUSES:

1852.203-71 Requirement to inform employees of whistleblower rights. (AUG 2014) 1852.215-84 Ombudsman. (NOV 2011) 1852.223-75 Major breach of safety or security. (FEB 2002) Alternate I (FEB 2006) 1852.227-19 Commercial computer software - Restricted rights (JUL 1997). (JUL 1997) 1852.237-73 Release of Sensitive Information. (JUN 2005) 1852.246-73 Human space flight item. (MAR 1997) 1852.246-74 Contractor Counterfeit Electronic Part Detection and Avoidance.

(End of by reference section)

8. 52.211-8 Time of Delivery. (JUN 1997) Alternate III (APR 1984)

(a) The Government requires delivery to be made according to the following schedule:

REQUIRED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS AFTER THE DATE OF RECEIPT

OF A WRITTEN NOTICE OF AWARD

210-AKWU 147 60 DAYS FROM AWARD EFFECTIVE DATE

345-BBDJ 18 60 DAYS FROM AWARD EFFECTIVE DATE

345-BBDN 30 60 DAYS FROM AWARD EFFECTIVE DATE

AA783422 24 60 DAYS FROM AWARD EFFECTIVE DATE

9. 1852.225-70 Export Licenses. (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at any NASA facility, where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

10. 1852.225-71 (Deviation) Restriction on Funding Activity with China (FEB 2012)

(a) Definition - "China" or "Chinese-owned company" means the People's Republic of China, any company owned by the People's Republic of China or any company incorporated under the laws of the People's Republic of China.

(b) Public Laws 112-10, Section 1340(a) and 112-55, Section 539, restrict NASA from contracting to participate, collaborate, coordinate bilaterally in any way with China or a Chinese-owned company using funds appropriated on or after April 25, 2011. Contracts for commercial and non- developmental items are exempted from the prohibition because they constitute purchase of goods or services that would not involve participation, collaboration, or coordination between the parties.

(c) This contract may use restricted funding that was appropriated on or after April 25, 2011.

The contractor shall not contract with China or Chinese-owned companies for any effort related to this contract except for acquisition of commercial and non-developmental items. If the contractor anticipates making an award to China or Chinese-owned companies, the contractor must contact the contracting officer to determine if funding on this contract can be used for that purpose.

(d) Subcontracts - The contractor shall include the substance of this clause in all subcontracts made hereunder.

11. 1852.232-80 Submission of vouchers for payment. (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC's Vendor Payment information Web site at:

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract's terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

(f) Other payment clauses. In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

12. 1852.239-74 (Deviation) Information Technology System Supply Chain Risk Assessment. (SEP 2018)

(a) Definitions, as used in this clause.

"Acquire" means to procure with appropriated funds by and for the use of NASA through purchase or lease.

"Information Technology (IT) System" is defined as any equipment or system that is used in the acquisition, storage, retrieval, manipulation and/or transmission of data or information.

This includes computers, ancillary and peripheral equipment, software and firmware.

(b) NASA HQ OCIO IT Security Division will review the contractor’s supply chain for the risk of cyber-espionage or sabotage before acquiring any high-impact or moderate- impact IT systems. The OCIO will use the security categorization in the National Institute of Standards and Technology’s (NIST) Federal Information Processing Standard Publication 199, ‘‘Standards for Security Categorization of Federal Information and Information Systems’’ to determine whether an IT system is high-impact or moderate-impact.

(c) The Contractor shall provide the following information for any IT system, or component thereof, to be provided in performance of the contract:

(1) A brief description of the item(s).

(2) The vendor/manufacturer’s company name and address.

(3) If known, the manufacturer’s web site, and the Commercial and Government Entity (CAGE) code.

The Contracting Officer (CO) will provide the information referenced in paragraph (c) of this section to the NASA HQ OCIO IT Security Division, who will assess the risk of cyber-espionage or sabotage and make a determination if the acquisition of the proposed system is in the national interest. NASA shall reject any IT system the NASA HQ OCIO IT Security Division deems to be high impact or moderate impact unless the HQ OCIO determines the acquisition is in the national interest of the United States. NASA reserves the right to make this decision, without providing any detailed explanation to the Contractor. The CO will advise the Contractor when any IT system, or components thereof, to be provided in performance of the contract represents an unacceptable risk to national security and may provide the Contractor with an opportunity to submit an alternative IT system.

(e) The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts involving the development or delivery of any IT system, or components thereof.

13. 1852.245-74 Identification and marking of Government equipment. (JAN 2011)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA Technical Handbook (NASA-HDBK) 6003, Application of Data Matrix Identification Symbols to Aerospace Parts Using Direct Part Marking Methods/Techniques, and NASA Standard (NASA-STD) 6002, Applying Data Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property: and, (2) contain the data and data format required by the standards. This requirement includes deliverable equipment listed in the schedule and other equipment when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer.

(b) Equipment shall be marked in a location that will be human readable, without disassembly or movement of the equipment, when the items are placed in service unless such placement would have a deleterious effect on safety or on the item's operation.

(c) Concurrent with equipment delivery or transfer, the Contractor shall provide the following data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

(4) An explanation of the data used to make the unique identification number.

(d) For equipment no longer needed for contract performance and physically transferred under paragraph (a) of this clause, the following additional data is required:

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the NASA center receiving activity listed below:

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts that require delivery of equipment.

14. 1852.247-72 Advance notice of shipment. (OCT 1988)

Five (5) work days prior to shipping item(s) 1-4 as identified in Attachment B- Pricing Exhibit, the Contractor shall furnish the anticipated shipment date, bill of lading number (if applicable), and carrier identity to _Allan Villorin, NE-XC, Phone: (321-720-5673) and to the Contracting Officer.

15. 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders - Commercial Products and Commercial Services. (JAN 2022)

(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 and Other Covered Entities (NOV 2021) (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) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 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:

_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. 2402).

_X_ (2) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions.

(JUN2020)

_X_ (3) 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (JUN 2020)

X (4) 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. (JAN 2017)

X (5) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper.

(MAY 2011)

_X (6) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (7) [Reserved] __ (8) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (9) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

X (10) 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014) X (11) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities. (NOV 2021)

X (12) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) _X_ (13) 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_ (14) 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015) __ (15) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

__ (16) [Reserved] __ (17) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (SEP 2021) (15 U.S.C. 657a).

__ (18) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (SEP 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (19) [Reserved] __ (20)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

__ (ii) Alternate I (MAR 2020) of 52.219-6.

__ (21)(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.

__ (22) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (23)(i) 52.219-9, Small Business Subcontracting Plan (NOV 2021) (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 2021) of 52.219-9.

__ (24)(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.

__ (25) 52.219-14, Limitations on Subcontracting (SEP 2021) (15 U.S.C. 657s).

__ (26) 52.219-16, Liquidated Damages - Subcontracting Plan (SEP 2021) (15 U.S.C.

637(d)(4)(F)(i)).

__ (27) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (SEP 2021) (15 U.S.C. 657f).

__ (28)(i) 52.219-28, Post-Award Small Business Program Re-representation (SEP 2021) (15 U.S.C. 632(a)(2)).

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

__ (29) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (SEP 2021) (15 U.S.C. 637(m)).

__ (30) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (SEP 2021) (15 U.S.C. 637(m)).

__ (31) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

__ (32) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

__ (33) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

__ (34) 52.222-19, Child Labor - Cooperation with Authorities and Remedies (JAN 2022) (E.O. 13126).

_X_ (35) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

__ (36)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

__ (37)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (July 2014) of 52.222-35.

__ (38)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

__ (ii) Alternate I (July 2014) of 52.222-36.

__ (39) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

__ (40) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010) (E.O. 13496).

X_ (41)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

__ (42) 52.222-54, Employment Eligibility Verification (NOV 2021). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (43) 52.223-6 Drug-Free Workplace. (MAY 2001)

__ (44)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (45) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

__ (46) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (47)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (OCT 2015) of 52.223-13.

__ (48)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

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

__ (49) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

__ (50)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

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

_X_ (51) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(JUN 2020) (E.O. 13513).

__ (52) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (53) 52.223-21, Foams (JUN 2016) (E.O. 13693).

__ (54)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

__ (ii) Alternate I (JAN 2017) of 52.224-3.

__ (55) 52.225-1, Buy American - Supplies (NOV 2021)) (41 U.S.C. chapter 83).

__ (56)(i) 52.225-3, Buy American - Free Trade Agreements - Israeli Trade Act (NOV 2021) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (JAN 2021) of 52.225-3.

__ (iii) Alternate II (JAN 2021) of 52.225-3.

__ (iv) Alternate III (JAN 2021) of 52.225-3.

__ (57) 52.225-5, Trade Agreements (OCT 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (58) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (59) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (60) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C.

5150).

__ (61) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

__ (62) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

_X_ (63) 52.232-1 Payments. (APR 1984) _X_ (64) 52.232-8 Discounts for Prompt Payment. (FEB 2002) X_ (65) 52.232-11 Extras. (APR 1984) X_ (66) 52.232-25 Prompt payment. (JAN 2017) __ (67) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C.4505, 10 U.S.C. 2307(f)).

__ (68) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (69) 52.232-33, Payment by Electronic Funds Transfer - System for Award Management

(OCT 2018) (31 U.S.C. 3332).

__ (70) 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award Management (JUL 2013) (31 U.S.C. 3332).

__ (71) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

X_ (72) 52.233-1 Disputes. (MAY 2014) X_ (73) 52.233-3 Protest After Award. (AUG 1996)

X_ (74) 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004) __ (75) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

__ (76) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C.

637(d)(13)).

__ (77)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

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

__ (iii) Alternate II (NOV 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.] __ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C.

206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards - Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements (MAY 2014) (41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services - Requirements (MAY 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

__ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records - Negotiation.

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

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

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

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) of this paragraph in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause -

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C.

3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(iv) 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).

(v) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(vii) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

(viii) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C.

793).

(x) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

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

(xii) 52.222-41, Service Contract Labor Standards (AUG 2018)(41 U.S.C. chapter 67).

(xiii) __ (A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

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

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

(xvi) 52.222-54, Employment Eligibility Verification (NOV 2021) (E. O. 12989).

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022).

(xviii) 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

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

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

(xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

16. List of Attachments. (FEB 2016)

The following documents are attached hereto and made a part of this order:

Attachment Description Date No. of Pages (including the cover page)

A Specifications 1.25.2022 1 B Pricing Exhibit 2.11.2022 1

(End of text)

7. 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

9. 1852.225-70 Export Licenses. (FEB 2000)

Part No. Description Qty Unit List Price Unit Disc. Price Extended Price 147 Each Dell R640s per NASA KSC LCS CSP Specification

210-AKWU (ITEM 1) PowerEdge R640 Server (210-AKWU), Including the following: 147 $24,507.99 $15,139.39 $2,225,490.33 Dell Hardware Limited Warranty Plus On-Site Service (813-9255) 147

ProSupport: Next Business Day On-Site Service After Problem Diagnosis, 3 Years (813-9262) 147

ProSupport: 7x24 HW/SW Technical Support and Assistance, 3 Years (813-9274) 147

Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1- 800- 945-3355 (989-3439) 147

US Order (332-1286) 147

Keep Your Hard Drive, 3 Year (983-6402) 147

PowerEdge R640 Shipping (340-BKNE) 147

PowerEdge R640 CCC and BIS Marking, No CE Marking (389-DSVJ) 147

Riser Config 3,1x16 LP,1x16 FH (330-BBGO) 147

Intel X520 Dual Port 10GbE SFP+ Adapter, PCIe Low Profile (540-BBDG) 147

Broadcom 57416 Dual Port 10GbE BASE-T & 5720 Dual Port 1GbE BASE-T, rNDC (540-BBUK) 147 iDRAC9,Enterprise (385-BBKT) 147

2.5 Chassis with up to 8 Hard Drives and 2PCIe slots, 2CPU Only (321-BCQI) 147

8 Standard Fans for R640 (384-BBQJ) 147

LCD Bezel (325-BCHG) 147

Dell EMC Luggage Tag (350-BBJS) 147

Performance BIOS Settings (384-BBBL) 147

UEFI BIOS Boot Mode with GPT Partition (800-BBDM) 147

Energy Star (387-BBMK) 147

PowerEdge R640 MLK Motherboard (329-BEIJ) 147

RAID 1 (780-BCDN) 147

PERC H740P RAID Controller, 8GB NV Cache, Mini card (405-AAMS) 147 Intel Xeon Gold 6226R 2.9G, 16C/32T, 10.4GT/s, 22 M Cache, Turbo, HT (150W) DDR4-2933

(338-BVJV) 147

Intel Xeon Gold 6226R 2.9G, 16C/32T, 10.4GT/s, 22 M Cache, Turbo, HT (150W) DDR4-2933

(338-BVJV) 147

Additional Processor Selected (379-BDCO) 147

32GB RDIMM, 3200MT/s, Dual Rank 8Gb BASE x4 (370-AEVN) 588

3200MT/s RDIMMs (370-AEVR) 147

Performance Optimized (370-AAIP) 147

960GB SSD SAS Mixed Use 12Gbps FIPS-140 512e 2.5in, PM5-V,3 DWPD, (400-BEPD) 294

Trusted Platform Module 2.0 V3 (461-AAIM) 147

No Systems Documentation, No OpenManage DVD Kit (631-AACK) 147

On-Site Installation Declined (900-9997) 147

DVD ROM, SATA, Internal (429-ABBE) 147

ReadyRails Sliding Rails Without Cable Management Arm (770-BBBC) 147

Dual, Hot-plug, Redundant Power Supply (1+1), 750W (450-AJSC) 147

C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North America (492-BBDI) 294

SFP+, SR, Optical Transceiver, Intel, 10Gb-1Gb (407-BBVK) 294

USB 3.0 for R640 x8 Chassis (385-BBLV) 147

No Operating System (619-ABVR) 147

No Media Required (421-5736) 147

PowerEdge R640 x8 Drive Shipping Material (340-COPS) 147 iDRAC Group Manager, Enabled (379-BCQV) 147 iDRAC,Legacy Password (379-BCSG) 147

No Quick Sync (350-BBKB) 147

DIMM Blanks for System with 2 Processors (370-ABWE) 147

Standard 1U Heatsink (412-AAIQ) 147

Standard 1U Heatsink (412-AAIQ) 147

CFI,INV STAGING, Up to 180 Days, per Dell Enterprise System, DoD,Factory Install (365-0904) 147

ProSupport - Federal On-Site IT Support (937-5129) 147

Enterprise FED Specialized Support, NBD, Year 3 Labor On-site Warranty (968-9402) 147

345-BBDJ (ITEM 2)

960GB SSD SATA Read Intensive 6Gbps 512e 2.5in w/ 3.5in HYB CARR Drive, CUS Kit (345- BBDJ) non-TAA 18 $1,449.00 $917.61 $16,516.98

345-BBDN (ITEM 3) 1.92TB SSD SATA Read Intensive 6Gbps 512e 2.5in Hot-Plug, CUS Kit (345-BBDN) non-TAA 30 $2,189.00 $1,386.47 $41,594.10 AA783422 (ITEM 4) Dell Memory Upgrade - 32GB - 2RX4 DDR4 RDIMM 3200MHz 8Gb BASE (AB614353) 24 $1,759.00 $725.36 $17,408.64

TOTAL $2,301,010.05

Notes Quote valid (days): 60 Delivery ARO (days): 40 CONUS Delivery included Please ensure an accurate shipping address, billing address and technical point of contact are included with your order.

TAX ID 59-2960721

DUNS # 62-691-6779

CAGE: 043Z0

Vendor:

Mainline Information Systems 1700 Summit Lake Dr Tallahassee, FL 32317 Delivery notes:

Due to global supply chain and carrier impacts, delivery times cannot be guaranteed. Mainline will notify NASA of any known delays as soon as information becomes available.

With regards to #14 of the RFQ and Advanced Notice of Shipment requirements, all orders are drop shipped direct from the OEM to the end user and as such, requested information may not be available in the time frame required. Mainline will provide such information to NASA as it becomes available.

2:38 PM 1 djc

80TECH22PA001- ATTACHMENT B PRICING EXHIBIT