FA300206R0025DRAFT.doc

Section B - Supplies or Services and Prices

Mobilization/Transition

FFP

Mobilization/Transition IAW Section B clause B-3.

FOB: Destination

SIGNAL CODE: A

ESTIMATED

NET AMT

0001AA

Mobilization/Transition Services

All work necessary for initial start up and transition.

ESTIMATED

0001AB

Lump Sum

Cost Reimbursable Travel

COST

Reimbursable Travel Costs for Mobilization IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED COST

Lump Sum

Advertising/Event Marketing - CPFF

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Lump Sum

Advertising/Event Marketing - FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

Lump Sum

CPFF

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-1. Reimbursed travel costs shall not include overhead or profit/fee.

Lump Sum

FFP

Provide advertising and event marketing services and supplies IAW PWS paragraphs 1.4 and paragraph 3 sub-paragraphs. Travel to be IAW Section H-11. Reimbursed travel costs shall not include overhead or profit/fee.

ESTIMATED

SCHEDULE B (CONT.)

LOCAL CLAUSES

B-2. CLAUSES AND PROVISIONS

a) Clauses and provisions from the Federal Acquisition Regulation (FAR) and supplements thereto are incorporated in this document by reference and in full text. Those incorporated by reference have the same force and effect as if they were given in full text.

b) Clauses and provisions in this document will be numbered in sequence, but will not necessarily appear in consecutive order.

c) Sections K, L and M will be physically removed from any resultant award, but will be deemed to be incorporated, by reference, in that award.

B-3. MOBILIZATION/TRANSITION

a) Cost for mobilization should be included in the appropriate Mobilization CLIN 0003AA as a firm, fixed price. Costs should include one time costs for the initial start up and transition.

b) All key account team personnel shall attend a one day orientation at Headquarters Air Force Recruiting Service (San Antonio, TX) within thirty (30) days of contract award. The orientation may include, but is not limited to, a briefing and presentation of the Air Force, its organization, communication objectives, recruiting objectives, marketing and special events objectives, and lead generating goals and objectives. At this orientation meeting, a schedule will be established for subsequent meetings.

c) Additional orientation trips will also be made to Air Force sites, including but not limited to, Washington D.C. and San Antonio, Texas. Other sites may be selected after award and, if possible, will be near the agency servicing the account. Not including travel time, visits will last two-three days. Key account managers and supervisors are expected to participate.

d) Subsequent meetings between individual staff members from the Air Force and contractor will be determined at the initial orientation meeting.

e) During mobilization, Air Force account materials must be obtained from the incumbent contractor.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

DELIVERY INFORMATION

30-JUN-2008

30-JUN-2008

YOLANDA CRUZ

550 D STREET WEST

RANDOLPH AFB TX 78150

210-652-4443

F3PT6G

30-JUN-2008

F3PT6G

30-SEP-2008

F3PT6G

30-SEP-2008

F3PT6G

30-SEP-2010

F3PT6G

30-SEP-2009

F3PT6G

30-SEP-2009

F3PT6G

30-SEP-2010

F3PT6G

30-SEP-2011

F3PT6G

30-SEP-2011

F3PT6G

30-SEP-2012

F3PT6G

30-SEP-2012

F3PT6G

30-SEP-2013

F3PT6G

30-SEP-2013

F3PT6G

30-SEP-2014

F3PT6G

30-SEP-2014

F3PT6G

30-SEP-2015

F3PT6G

30-SEP-2015

F3PT6G

30-SEP-2016

F3PT6G

30-SEP-2016

F3PT6G

30-SEP-2017

F3PT6G

30-SEP-2017

F3PT6G

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

Local Clause – WAWF (Service/Commodities Contracts)

IAW DFARS 252.232.7003 - Electronic Submission and Processing of Payment Requests

1. During the performance of the subject contract, invoices will be submitted and accepted using the WAWF web-based system. For information on WAWF, including web-based training, visit the web-site at: https://wawf.eb.mil/ and click on “About WAWF.” The web-site also contains detailed instructions for setting up your computer to achieve the best results with the system. If you are already familiar with WAWF, the information that follows will assist you in self registering to submit invoices for the subject contract.

2. The following are the codes needed to input a COMBO invoice in WAWF for the subject contract:

Issue DoDAAC:

FA3002

Admin DoDAAC: F8RSAM

Inspector: F8RSAM

Acceptor (Ship To): NA

Pay DoDAAC:

F67100

3. To facilitate prompt, accurate processing of your invoices through WAWF, please set up email notifications for the following:

tim.talbert@rs.af.mil yolanda.cruz@rs.af.mil gregory.vistuba@us.af.mil bryan.sparks@us.af.mil

4. For questions regarding WAWF, contact the Customer Support section at (801)605-7095. For questions regarding the contract, contact the Contracting Officer at (210) 652-4051 or (210) 652-2804.

5. Changes to the email addresses or Contracting Officer noted above will be made via email. All other changes will be made through modification.

Section H - Special Contract Requirements

1. CLAUSES AND PROVISIONS

Sections K, L and M will be physically removed from any resultant award, but will be deemed incorporated, by reference, in that award.

2. INCORPORATION OF CONTRACTOR’S PROPOSAL

The government reserves the right to incorporate all of or portions of the contractor’s proposal into the resultant contract by reference.

3. OPTION CLAUSE LIMITATION NOTICE

This contract contains two option provisions: (i) Option to Extend Services, and (ii) Option to Extend the Term of the Contract (See FAR 52.217-8 and FAR 52.217-9). Either or both may be exercised unilaterally by the Government. The clause entitled "Option to Extend the Term of the Contract" will not be exercised after any exercise of the "Option to Extend Services" clause.

4. CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer is the only person authorized to approve changes in any of the requirements under this contract and, not withstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor effects any such change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and at the Contractor’s own risk and cost.

5. TECHNICAL REPRESENTATION

The Contracting Officer (CO) will designate Contracting Officer Technical Representatives (COTRs) as his/her representatives for the purpose of quality inspection and assisting the CO in the administration of the contract. Notwithstanding the previous comments of this clause or any other provisions of this contract, the Contracting Officer is the only individual authorized to redirect the effort or in any way amend any of the terms of this contract.

6. CONTRACTOR'S ACCOUNTING SYSTEM

Contractor agrees to maintain essentially the same accounting system during the period of this contract and any subsequent contracts awarded pursuant to the extended contractual coverage resulting from this solicitation. This accounting system will also meet the requirements of Public Law 87-653 and Cost Accounting Standards under Public Law 100-679 in supporting contract pricing proposals.

7. ANNUAL DCAA AUDIT

In accordance with FAR 16.301, the resulting contract will provide for payment of allowable incurred costs. The Allowable Cost and Payment clause (FAR 52.216-7) requires that the contractor submit an adequate final indirect cost rate proposal, along with supporting data, within six months after the end of its fiscal year. The contracting officer will request the cognizant DCAA office to audit the annual submissions.

8. FORWARD PRICING RATE AGREEMENTS

In accordance with FAR Subpart 42.17, the contracting officer is requiring the negotiation and use of forward pricing rate agreements (FPRAs). The contracting officer will use FPRAs (FAR 15.407-3) as the basis for pricing all task orders, modifications, and other contractual actions to be performed during the period covered by the agreement. Any significant change in cost or pricing data that may affect the agreement’s validity shall be reported promptly to the contracting officer. If the changed condition invalidates the agreement, the contracting officer will identify the extent of its effect and the status of efforts to negotiate a revised FPRA. FAR 42.1701(c) requires an FPRA to include specific terms and conditions covering expiration, application, and data requirements for systematic monitoring to assure the validity of the rates.

9. EMPLOYMENT CONFLICT OF INTEREST

9.1 The service provider shall not employ any person who is an employee of the Department of the Air Force (either military or civilian) if such employment would be contrary to the Government’s policies including AFI 64-106, paragraph 3, and the Joint Ethics Regulation (JER), DODD 5500.7-R, paragraph 2, unless such person has received written waivers of any installation policies restricting employment and/or written approval of off-duty employment.

9.2 The service provider shall not employ any person who is a spouse or dependent child of a Department of the Air Force employee (military or civilian) when such Air Force employee would be placed in a conflict of interest or appearance of a conflict of interest by virtue of such employment or create any other ethical conflict proscribed by the JER.

10. ORGANIZATIONAL CONFLICT OF INTEREST

10.1. In accordance with FAR 9.505 to prevent conflicting roles that may bias the contractor’s judgment or objectivity, or to preclude the contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions, the contractor will be restricted as follows:

10.1.1. A contractor that prepares, or assists in preparing, a work statement to be used in competitively acquiring a system or services – or provides material leading directly, predictably, and without delay to such a work statement – that contractor may not supply the system, major components of the system, or the services unless (a) it is the sole source, (b) has participated in the development and design work or (c) more than one contractor has been involved in preparing the work statement. To overcome the possibility of bias, contractors are prohibited from supplying a system or services acquired on the basis of work statements growing out of their services, unless excepted as stated above.

10.1.2. The contractor may gain access to proprietary information of other companies during contract performance. The contractor agrees to enter into company-to-company agreements to (a) protect other company’s information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and (b) refrain from using the information for any purpose other than that for which is available to the Government or to the contractor from other sources and furnished voluntarily without restrictions.

10.2. The above restrictions shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work related to this contract, unless excused in writing by the Contracting Officer.

10.3. The above prohibitions do not apply to developmental work, even if the development was funded under a Government contract (see FAR 9.505-2(a)(3)).

11. TRAVEL

When travel is required in performance consistent with the scope of the PWS, COTRs will submit a request to the Contracting Officer and AFRS/RSM Division Chief or designee identifying the purpose, location, dates, and personnel (name and title) needed for the travel. Upon approval by the Contracting Officer, the request will be forwarded to the contractor’s Contract Manager requesting an estimate of travel costs. Costs in excess of maximum per diem rates or the lowest customary standard, coach or equivalent airfare must include written justification for use of the higher amounts approved by an officer of the contractor’s organization and are subject to advance approval by the Contracting Officer. After review of the estimated costs and verification of funds availability, the Contracting Officer will notify the COTR, AFRS/RSM Division Chief or designee, and the contractor’s Contract Manager that the travel has been approved. After completion of travel, the contractor shall submit an invoice via WAWF with a detailed breakdown of reimbursable travel costs incurred and receipts for all expenses of $75.00 or more. Invoices containing travel costs must be reviewed by the Contracting Officer prior to approval by the COTR. Approval of travel may be delegated by the Contracting Officer to the COTRs. Travel shall be conducted in accordance with FAR 31.205-46 and Joint Travel Regulations Vol. II, Appendix E, Part III. Travel conducted that does not follow the above procedures and regulations will not be reimbursable to the contractor.

12. CONTRACTOR’S PHASE IN & PHASE OUT

12.1 Phase In

12.1.1 Contractor shall make reasonable effort to work with incumbent contractor to obtain information on current campaign in an effort to assume full responsibility of all functional areas of the contract by performance start date.

12.1.2 Contractor’s transition/mobilization schedule shall be coordinated with all affected activities and managed to preclude any adverse impact on the recruiting mission.

12.2 Phase Out

12.2.1 In the event a follow-on contract is awarded, contractor shall cooperate with and provide all reasonable support to the Government and any successful offeror to ensure an orderly transition and minimize any impact during the changeover.

12.2.2 Upon request from either the successful offeror or Air Force Recruiting, all Air Force account materials, including subcontractor held materials, must be provided in a timely manor as to not impact the Air Force’s mission.

13. TASK ORDER PROPOSALS

13.1 In conjunction with PWS, paragraph 1.5, the contracting officer will issue a request for proposal (RFP) describing the requirement in sufficient detail to allow the contractor to submit a cost proposal estimate. The contractor will submit its proposal covering estimated costs to complete the requirement to the Government Contracting Officer within 30 calendar days after receipt of the RFP. In the case of media space, proposals shall be on the basis of actual costs excluding any commission. Proposals shall identify subcontractors and efforts of how subcontracts were competed for best value IAW FAR 52.244-5. Contractor shall submit proposals with:

13.1.1. Proposal estimated under $550,000.00—cost data in sufficient detail to enable the Government Contracting Officer, to evaluate the total proposed cost.

13.1.2 Proposal estimated over $550,000.00—cost data pursuant to FAR 15.403-4 and 15.403-5.

13.2 Contractor agrees to negotiate the terms of the proposal and estimated cost if determined necessary by the Government Contracting Officer. The proposed or negotiated cost will be set forth in any resulting task order for the purpose of establishing the Government’s limitation of cost by total task order amount.

14. MEDIA EFFECTIVENESS RESEARCH

Third party, independent media effectiveness is considered outside the scope of this contract, however, media effectiveness research may be used to validate the Government’s evaluation of the contractor’s performance. The intent is to mitigate any conflict of interest since the Government may draw on third party information. For this reason the contractor must notify the Government Contracting Officer of any involvement the contractor may have in the development or review of data to or from third party media evaluation programs.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA--MODIFICATIONS (OCT 1997)—ALTERNATE IV (OCT 1997)

(a) Submission of cost or pricing data is not required.

(b) Provide information described below:

TO BE DETERMINED ON EACH TASK ORDER

(End of clause

52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

(a) Invoicing.

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only--

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for--

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made--

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless--

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may--

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates--

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) Adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(4) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver--

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except--

(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

(End of clause)

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued during the basic ordering period or during an subsquent exercised option periods.

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

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

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of 100,000,000.00;

(2) Any order for a combination of items in excess of 100,000,000.00; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated'' or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract 6 months after expiration of the ordering period.

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days prior to expiration of the contract.

(End of clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days prior to the expiration of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 120 months.

(End of clause)

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed $0.00 (zero) or the overtime premium is paid for work --

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall--

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

* Insert either "zero" or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

(End of clause)

52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

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

(End of clause)

52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 30 Sep 2008 .