FA251721P0073.pdf

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

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

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

Digitally signed by: Keith Hennig DN: CN = Keith Hennig email = info@arborprousa.com C = US O = ArborPro OU = ArborPro Date: 2021.09.15 12:26:25 -07'00'

Keith Hennig

MILLER.JENNIFER.RENEE.127740

Digitally signed by

MILLER.JENNIFER.RENEE.1277401165

Date: 2021.09.15 13:37:15 -06'00'

FA251721P0073 13 SEP 2021 FA251721Q0066 9/13/2021

Jennifer Miller, Contracting Officer 834-7996

9/6/2021

1:00 PM MST

FA2517

FA2517 21 CONS LGC

135 DOVER ST BLDG 350 STE 1055

CP 719 556 4924

PETERSON AFB, CO 80914-1192

United States Jennifer Miller, Contracting Officer Jennifer Miller, Contract Specialist

115310

$8,000,000.00

Net Days 30

FA2517

3ZLQ2 F87700

See Section G $34,800.00

8/26/2021

FA251721Q0066

Keith Hennig President 9/15/2021 Jennifer Miller 9/15/2021

See Schedule

FA2517 21 CONS LGC

135 DOVER ST BLDG 350 STE 1055

CP 719 556 4924

PETERSON AFB, CO 80914-1192

United States

SEE SCHEDULE

ARBORPRO INC

Keri Isbister

22605 LA PALMA AVE STE 509

YORBA LINDA, CA 92887-4764

United States Keri Isbister, Telephone: 7146941924 Email: kisbister@arborprousa.com

ACCTG DISB STA NR 387700

ACCTG DISB STA NR 387700

DFAS DEAMS

27 ARKANSAS RD

LIMESTONE, ME 04751-6216

United States

F3L3DA1228AW02

FA251721P0073

Solicitation/Contract Form

Supplies or Services and Prices/Cost

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

Urban Tree Inventory and Evaluation IAW

SOW

Purchase Requisition Number:

F3L3DA1228AW02

Product Service Code: F003 Firm Fixed Price

CIN: 00000000000006899959

ACRN: AA

1 Lot USD 34,800.00 Lump Sum

Firm Price

USD 34,800.00

Funded Amount

USD 34,800.00

Description/Specifications/Statement of Work

Requirements Peterson SFB Urban Tree Inventory and Evaluation

Packaging and Marking

Inspection and Acceptance

0001 Inspection and Acceptance Location Both Destination Instructions: Full report to be provided to the Contracting Officer and reviewed by 21st Civil Engineering Squadron.

DoDAAC: F3L3DA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

21 CES CEX

AF BPN NO MILSBILLS PROCESSES

580 GOODFELLOW ST BLDG 1324

PETERSON AFB, CO 80914 2370

UNITED STATES

OfficeCode:

Paul Poppert Email: paul.poppert@spaceforce.mil Telephone: 719-554-7685

Deliveries or Performance

Contractor Destination

Delivery Schedule Ship To Address

Delivery Requested By

10 FEB 2022

1 Lot

Ship To DoDAAC: F3L3DA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

21 CES CEX

AF BPN NO MILSBILLS PROCESSES

580 GOODFELLOW ST BLDG 1324

PETERSON AFB, CO 80914 2370

UNITED STATES

OfficeCode:

PAUL POPPERT

Telephone: 719-554-7685

Period of Performance From

13 SEP 2021

To

10 FEB 2022

Contract Administration Data

ACRN Line of Accounting

AA 5713400 301 18WH 374421 01 53390 22178F 387700 F87700 ESP:VX

Amount USD 34,800.00

ACRN CLIN/SLIN CIN Amount

AA 0001 00000000000006899959 USD 34,800.00

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. 2018-12

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. 2018-12

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) As used in this clause- Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as Electronic invoicing.

authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall- WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice WAWF training.

Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via web entry, Electronic Data Interchange, or File Transfer WAWF methods of document submission.

Protocol.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports WAWF payment instructions.

in WAWF for this contract or task or delivery order:

(1) The Contractor shall submit payment requests using the following document type(s): Document type.

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

Invoice 2in1

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

(f) [Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in Document routing.

WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC F87700

Issue By DoDAAC FA2517

Admin DoDAAC FA2517

Inspect By DoDAAC F3L3DA

Ship To Code F3L3DA

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) F3L3DA

Service Acceptor (DoDAAC) F3L3DA

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in Payment request.

accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F. Receiving report.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

(Contracting Officer: Insert applicable information or "Not applicable.")

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

Special Contract Requirements

Contract Clauses

The following clauses are hereby incorporated:

DFARS 252.204-7020 NIST SP 800-171 DoD Assessment Requirements (Nov 2020)

(a) Definitions.

Basic Assessment" means a contractor's self-assessment of the contractor's implementation of NIST SP 800-171 that--

(1) Is based on the Contractor's review of their system security plan(s) associated with covered contractor information system(s);

(2) Is conducted in accordance with the NIST SP 800-171 DoD Assessment Methodology; and

(3) Results in a confidence level of "Low" in the resulting score, because it is a self-generated score.

"Covered contractor information system" has the meaning given in the clause 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract.

"High Assessment" means an assessment that is conducted by Government personnel using NIST SP 800-171A, Assessing Security Requirements for Controlled Unclassified Information that--

(1) Consists of--

(i) A review of a contractor's Basic Assessment;

(ii) A thorough document review;

(iii) Verification, examination, and demonstration of a Contractor's system security plan to validate that NIST SP 800-171 security requirements have been implemented as described in the contractor's system security plan;

and

(iv) Discussions with the contractor to obtain additional information or clarification, as needed; and

(2) Results in a confidence level of "High" in the resulting score.

"Medium Assessment" means an assessment conducted by the Government that--

(1) Consists of--

(i) A review of a contractor's Basic Assessment;

(ii) A thorough document review; and

(iii) Discussions with the contractor to obtain additional information or clarification, as needed; and

(2) Results in a confidence level of "Medium" in the resulting score.

(b) Applicability. This clause applies to covered contractor information systems that are required to comply with the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, in accordance with Defense Federal Acquisition Regulation System (DFARS) clause at 252.204-7012, Safeguarding Covered

Defense Information and Cyber Incident Reporting, of this contract.

(c) Requirements. The Contractor shall provide access to its facilities, systems, and personnel necessary for the Government to conduct a Medium or High NIST SP 800-171 DoD Assessment, as described in NIST SP 800- 171 DoD Assessment Methodology at https://www.acq.osd.mil/dpap/pdi/cyber /strategically_assessing_contractor_implementation_of_NIST_SP_800-171.html, if necessary.

(d) Procedures. Summary level scores for all assessments will be posted in the Supplier Performance Risk System (SPRS) (https://www.sprs.csd.disa.mil/) to provide DoD Components visibility into the summary level scores of strategic assessments.

(1) Basic Assessments. A contractor may submit, via encrypted email, summary level scores of Basic Assessments conducted in accordance with the NIST SP 800-171 DoD Assessment Methodology to mailto:

webptsmh@navy.mil for posting to SPRS.

(i) The email shall include the following information:

(A) Version of NIST SP 800-171 against which the assessment was conducted.

(B) Organization conducting the assessment (e.g., Contractor self-assessment).

(C) For each system security plan (security requirement 3.12.4) supporting the performance of a DoD contract--

(1) All industry Commercial and Government Entity (CAGE) code(s) associated with the information system(s) addressed by the system security plan; and

(2) A brief description of the system security plan architecture, if more than one plan exists.

(D) Date the assessment was completed.

(E) Summary level score (e.g., 95 out of 110, NOT the individual value for each requirement).

(F) Date that all requirements are expected to be implemented (i.e., a score of 110 is expected to be achieved) based on information gathered from associated plan(s) of action developed in accordance with NIST SP 800-171.

(ii) If multiple system security plans are addressed in the email described at paragraph (b)(1)(i) of this section, the Contractor shall use the following format for the report:

System Security Plan CAGE Codes supported by this plan Brief description of the plan architecture Date of assessment Total Score Date score of 110 will achieved

(2) Medium and High Assessments. DoD will post the following Medium and/or High Assessment summary level scores to SPRS for each system security plan assessed:

(i) The standard assessed (e.g., NIST SP 800-171 Rev 1).

(ii) Organization conducting the assessment, e.g., DCMA, or a specific organization (identified by Department of Defense Activity Address Code (DoDAAC)).

(iii) All industry CAGE code(s) associated with the information system(s) addressed by the system security plan.

(iv) A brief description of the system security plan architecture, if more than one system security plan exists.

(v) Date and level of the assessment, i.e., medium or high.

(vi) Summary level score (e.g., 105 out of 110, not the individual value assigned for each requirement).

(vii) Date that all requirements are expected to be implemented (i.e., a score of 110 is expected to be achieved) based on information gathered from associated plan(s) of action developed in accordance with NIST SP 800-171.

(e) Rebuttals.

(1) DoD will provide Medium and High Assessment summary level scores to the Contractor and offer the opportunity for rebuttal and adjudication of assessment summary level scores prior to posting the summary level scores to SPRS (see SPRS User's Guide https://www.sprs.csd.disa.mil/pdf/SPRS_Awardee.pdf).

(2) Upon completion of each assessment, the contractor has 14 business days to provide additional information to demonstrate that they meet any security requirements not observed by the assessment team or to rebut the findings that may be of question.

(f) Accessibility.

(1) Assessment summary level scores posted in SPRS are available to DoD personnel, and are protected, in accordance with the standards set forth in DoD Instruction 5000.79, Defense-wide Sharing and Use of Supplier and Product Performance Information (PI).

(2) Authorized representatives of the Contractor for which the assessment was conducted may access SPRS to view their own summary level scores, in accordance with the SPRS Software User's Guide for Awardees /Contractors available at https://www.sprs.csd.disa.mil/pdf/SPRS_Awardee.pdf.

(3) A High NIST SP 800-171 DoD Assessment may result in documentation in addition to that listed in this clause. DoD will retain and protect any such documentation as "Controlled Unclassified Information (CUI)" and intended for internal DoD use only. The information will be protected against unauthorized use and release, including through the exercise of applicable exemptions under the Freedom of Information Act (e.g., Exemption 4 covers trade secrets and commercial or financial information obtained from a contractor that is privileged or confidential).

(g) Subcontracts.

(1) The Contractor shall insert the substance of this clause, including this paragraph (g), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items (excluding COTS items).

(2) The Contractor shall not award a subcontract or other contractual instrument, that is subject to the implementation of NIST SP 800-171 security requirements, in accordance with DFARS clause 252.204-7012 of this contract, unless the subcontractor has completed, within the last 3 years, at least a Basic NIST SP 800-171 DoD Assessment, as described in https://www.acq.osd.mil/dpap/pdi/cyber /strategically_assessing_contractor_implementation_of_NIST_SP_800-171.html, for all covered contractor information systems relevant to its offer that are not part of an information technology service or system operated on behalf of the Government.

(3) If a subcontractor does not have summary level scores of a current NIST SP 800-171 DoD Assessment (i.e., not more than 3 years old unless a lesser time is specified in the solicitation) posted in SPRS, the subcontractor may conduct and submit a Basic Assessment, in accordance with the NIST SP 800-171 DoD Assessment Methodology, to mailto:webptsmh@navy.mil for posting to SPRS along with the information required by paragraph (d) of this clause.

(End of clause)

DFARS 252.204-7021 CYBERSECURITY MATURITY MODEL CERTIFICATION REQUIREMENTS

(NOV 2020)

(a) Scope. The Cybersecurity Maturity Model Certification (CMMC) CMMC is a framework that measures a contractor's cybersecurity maturity to include the implementation of cybersecurity practices and institutionalization of processes (see https://www.acq.osd.mil/cmmc/index.html).

(b) Requirements. The Contractor shall have a current (i.e. not older than 3 years) CMMC certificate at the CMMC level required by this contract and maintain the CMMC certificate at the required level for the duration of the contract.

(c) Subcontracts. The Contractor shall--

(1) Insert the substance of this clause, including this paragraph (c), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items, excluding commercially available off-the-shelf items; and

(2) Prior to awarding to a subcontractor, ensure that the subcontractor has a current (i.e., not older than 3 years) CMMC certificate at the CMMC level that is appropriate for the information that is being flowed down to the subcontractor.

(End of clause)

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.204-13 System for Award Management Maintenance. 2018-10 52.204-18 Commercial and Government Entity Code Maintenance. 2020-08 52.204-19 Incorporation by Reference of Representations and Certifications. 2014-12 52.223-5 Pollution Prevention and Right-to-Know Information. 2011-05 52.232-39 Unenforceability of Unauthorized Obligations. 2013-06 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. 2013-12 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. 1984-04 52.243-1 Changes-Fixed-Price. 1987-08

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.203-7000 Requirements Relating to Compensation of Former DoD Officials. 2011-09 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2013-09 252.204-7003 Control of Government Personnel Work Product. 1992-04 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. 2019-12 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. 2016-05

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services. 2021-01

252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials. 2014-09 252.225-7001 Buy American and Balance of Payments Program. 2017-12 252.225-7002 Qualifying Country Sources as Subcontractors. 2017-12 252.225-7048 Export-Controlled Items. 2013-06 252.232-7010 Levies on Contract Payments. 2006-12 252.232-7011 Payments in Support of Emergencies and Contingency Operations. 2013-05

252.232-7017 Accelerating Payments to Small Business Subcontractors-Prohibition on Fees and Consideration. 2020-04

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel. 2013-06 252.243-7001 Pricing of Contract Modifications. 1991-12 252.244-7000 Subcontracts for Commercial Items. 2020-10

FAR Clauses Incorporated by Full Text

52.204-1 Approval of Contract. 1989-12

As prescribed in , insert the following clause:4.103

APPROVAL OF CONTRACT (DEC 1989)

This contract is subject to the written approval of [identify title of designated agency official here] and shall not be binding the Contracting Officer until so approved.

(End of clause)

52.212-4 Contract Terms and Conditions-Commercial Items. 2018-10

As prescribed in , insert the following clause:12.301(b)(3)

CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT 2018)

. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The (a) Inspection/Acceptance 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-

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

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

. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a (b) Assignment 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 ( use of the Governmentwide commercial purchase card), the Contractor may not assign e.g., its rights to receive payment under this contract.

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

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

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

. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable (f) Excusable delays 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.

Invoice. (g) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in (1) the contract to receive invoices. An invoice must include-

Name and address of the Contractor;(i)

Invoice date and number;(ii)

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

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

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

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

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

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

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

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

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

If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor (B) shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause ( 52.232-33, e.g., 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.

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

Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.3903) and Office of Management and Budget (OMB) (2) prompt payment regulations at .5 CFR Part 1315

. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, (h) Patent indemnity 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.

Payment.- (i) . Payment shall be made for items accepted by the Government that have been delivered to the delivery (1) Items accepted destinations set forth in this contract.

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

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

. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the (4) Discount 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.

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

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

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

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

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

Contractor point of contact.(D)

Provide a copy of the remittance and supporting documentation to the Contracting Officer.(ii) . (6) Interest All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the (i) 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.

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

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

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

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

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

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

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

The date fixed under this contract.(A)

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

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

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

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

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

The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition (vii) Regulation in effect on the date of this contract.

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

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

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

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

. The Government reserves the right to terminate this contract, or any part hereof, for its sole (l) Termination for the Government's convenience 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.

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

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

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

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

. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations (q) Other compliances applicable to its performance under this contract.

The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the (r) Compliance with laws unique to Government contracts.

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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.

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

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

The schedule of supplies/services.(1)

The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and (2) Unauthorized Obligations paragraphs of this clause;

The clause at 52.212-5.(3)

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

Solicitation provisions if this is a solicitation.(5)

Other paragraphs of this clause.(6)

The Standard Form 1449.(7)

Other documents, exhibits, and attachments.(8)

The specification.(9)

[Reserved](t) Unauthorized Obligations. (u) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is (1) 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:

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

Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it (ii) 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.

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

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

Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for (v) Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Items. 2021-

As prescribed in , insert the following clause:12.301(b)(4)

CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS

(JAN 2021)

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

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (section 743 of Division E, (1) (JAN 2017) 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)).

52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other (2) Covered Entities (Section 1634 of Pub. L. 115-91).(JUL 2018)

52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (3) (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

52.233-3, Protest After Award (31 U.S.C. 3553).(5) (AUG 1996)

52.233-4, Applicable Law for Breach of Contract Claim (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).(6) (OCT 2004)

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

[ .]Contracting Officer check as appropriate

52.203-6, Restrictions on Subcontractor Sales to the Government , with (41 U.S.C. 4704 and 10 U.S.(1) (JUNE 2020) Alternate I (OCT 1995) C. 2402).

52.203-13, Contractor Code of Business Ethics and Conduct (41 U.S.C. 3509)).(2) (JUN 2020)

52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Section 1553 of Pub. L. 111-5). (3) (JUN 2010) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Pub. L. 109-282) ( 31 U.S.C. 6101 note).(4) (JUN 2020)

[Reserved].(5)

52.204-14, Service Contract Reporting Requirements (Pub. L. 111-117, section 743 of Div. C).(6) (OCT 2016)

52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Pub. L. 111-117, section 743 of Div. C).(7) (OCT 2016)

52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (8) (JUN (31 U.S.C. 6101 note).2020)

52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (41 U.S.C. 2313).(9) (OCT 2018)

[Reserved].(10)

(11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (15 U.S.C. 657a).(i) (MAR 2020)

Alternate I of 52.219-3.(ii) (MAR 2020)

(12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (if the offeror elects to waive the (i) (MAR 2020) preference, it shall so indicate in its offer) (15 U.S.C. 657a).

Alternate I of 52.219-4.(ii) (MAR 2020)

[Reserved](13)

(14) 52.219-6, Notice of Total Small Business Set-Aside (15 U.S.C. 644).(i) (NOV 2020)

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

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

Alternate I of 52.219-7.(ii) (MAR 2020)

52.219-8, Utilization of Small Business Concerns (15 U.S.C. 637(d)(2) and (3)).(16) (OCT 2018)

(17) 52.219-9, Small Business Subcontracting Plan (15 U.S.C. 637(d)(4)).(i) (JUN 2020)

Alternate I of 52.219-9.(ii) (NOV 2016)

Alternate II of 52.219-9.(iii) (NOV 2016)

Alternate III of 52.219-9.(iv) (JUN 2020)

Alternate IV of 52.219-9(v) (JUN 2020)

(18) 52.219-13, Notice of Set-Aside of Orders (15 U.S.C. 644(r)).(i) (MAR 2020)

Alternate I of 52.219-13.(ii) (MAR 2020)

52.219-14, Limitations on Subcontracting (15 U.S.C. 637(a)(14)).(19) (MAR 2020)

52.219-16, Liquidated Damages-Subcontracting Plan (15 U.S.C. 637(d)(4)(F)(i)).(20) (JAN 1999)

52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (15 U.S.C. 657f).(21) (MAR 2020)

(22) 52.219-28, Post Award Small Business Program Rerepresentation (15 U.S.C. 632(a)(2)).(i) (NOV 2020)

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

52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (23) (MAR (15 U.S.C. 637(m)).2020)

52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned (24) Small Business Program (Mar2020) (15 U.S.C. 637(m)).

52.219-32, Orders Issued Directly Under Small Business Reserves (15 U.S.C. 644(r)).(25) (MAR 2020)

52.219-33, Nonmanufacturer Rule (15U.S.C. 637(a)(17)).(26) (MAR 2020)

52.222-3, Convict Labor (E.O.11755).(27) (JUN 2003)

52.222-19, Child Labor-Cooperation with Authorities and Remedies (E.O.13126).(28) (JAN2020)

52.222-21, Prohibition of Segregated Facilities .(29) (APR 2015)

(30) 52.222-26, Equal Opportunity (E.O.11246).(i) (SEP 2016)

Alternate I of 52.222-26.(ii) (FEB 1999)

(31) 52.222-35, Equal Opportunity for Veterans (38 U.S.C. 4212).(i) (JUN 2020)

Alternate I of 52.222-35.(ii) (JUL 2014)

(32) 52.222-36, Equal Opportunity for Workers with Disabilities (29 U.S.C. 793).(i) (JUN 2020)

Alternate I of 52.222-36.(ii) (JUL 2014)

52.222-37, Employment Reports on Veterans ( ) (38 U.S.C. 4212).(33) JUN 2020

52.222-40, Notification of Employee Rights Under the National Labor Relations Act (E.O. 13496).(34) (DEC 2010)

(35) 52.222-50, Combating Trafficking in Persons (22 U.S.C. chapter 78 and E.O. 13627).(i) (OCT 2020)

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

52.222-54, Employment Eligibility Verification ( ). (Executive Order 12989). (Not applicable to the acquisition of commercially (36) OCT 2015 available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(37) 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 (i) applicable to the acquisition of commercially available off-the-shelf items.)

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

52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).(38)

52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (E.O. 13693).(39) (JUN 2016)

(40) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (E.O.s 13423 and 13514).(i) (JUN 2014)

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

(41) 52.223-14, Acquisition of EPEAT®-Registered Televisions (E.O.s 13423 and 13514).(i) (JUN 2014)

Alternate I (Jun2014) of 52.223-14.(ii)

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

(43) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (E.O.s 13423 and 13514).(i) (OCT 2015)

Alternate I of 52.223-16.(ii) (JUN 2014)

52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (E.O. 13513).(44) (JUN 2020)

52.223-20, Aerosols (E.O. 13693).(45) (JUN 2016)

52.223-21, Foams (Jun2016) (E.O. 13693).(46)

(47) 52.224-3 Privacy Training (5 U.S.C. 552 a).(i) (JAN 2017)

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

52.225-1, Buy American-Supplies (41 U.S.C. chapter 83).(48) ( 2021)JAN

(49) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (41 U.S.C.chapter83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 (i) ( 2021)JAN 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.

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

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

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

52.225-5, Trade Agreements (19 U.S.C. 2501, ., 19 U.S.C. 3301 note).(50) (OCT 2019) et seq

52.225-13, Restrictions on Certain Foreign Purchases (E.O.'s, proclamations, and statutes administered by the Office of Foreign (51) (JUN 2008) Assets Control of the Department of the Treasury).

52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National (52) Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302Note).

52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) (42 U.S.C. 5150).(53)

52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) (42 U.S.C. 5150).(54)

52.229-12, Tax on Certain Foreign Procurements .(55) (JUN 2020)

52.232-29, Terms for Financing of Purchases of Commercial Items (41 U.S.C. 4505, 10 U.S.C. 2307(f)).(56) (FEB 2002)

52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).(57)

52.232-33, Payment by Electronic Funds Transfer-System for Award Management (31 U.S.C. 3332).(58) (OCT2018)

52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).(59)

52.232-36, Payment by Third Party (31 U.S.C. 3332).(60) (MAY 2014)

52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).(61) (AUG 1996)

52.242-5, Payments to Small Business Subcontractors (15 U.S.C. 637(d)(13)).(62) (JAN 2017)

(63) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).(i) (FEB 2006)

Alternate I of 52.247-64.(ii) (APR 2003)

Alternate II of 52.247-64.(iii) (FEB 2006)

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

[ ]Contracting Officer check as appropriate.

52.222-41, Service Contract Labor Standards (41 U.S.C. chapter67).(1) (AUG 2018)

52.222-42, Statement of Equivalent Rates for Federal Hires (29 U.S.C. 206 and 41 U.S.C. chapter 67).(2) (MAY 2014)

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

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

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

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

52.222-55, Minimum Wages Under Executive Order 13658 .(7) (NOV 2020) 52.222-62, Paid Sick Leave Under Executive Order 13706 (E.O. 13706).(8) (JAN 2017) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792).(9)

. The Contractor shall comply with the provisions of this paragraph (d) if this contract was (d) Comptroller General Examination of Record 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.

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

The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, (2) 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.

As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and (3) regardless of form.