Solicitation Amendment FA485525R00010002 SF 30.pdf

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11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

16C. DATE SIGNED

Previous edition unusable STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6) CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X) 9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBE

10B. DATED (SEE ITEM 13)

CODE FACILITY CODE

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

1) FAR Provision 52.212-1 / Attachment 20: Section Deadline for technical questions in Section 2.1.2.7 Block 14 (Description of Amendment/Modification):

changed to 21 March 2025, in order to match the Site Visit questions deadline in FAR Provision 52.237-1.

2) Performance Work Statement / Attachment 01: Added Sections 3.6.4 through 3.6.6 as Reserved, where there was previously a gap in numbering. Various minor formatting changes not material to the technical aspect of the PWS.

3) See Summary of Changes for additional updates incorporated in this Amendment. **NOTE:** Due to high wind conditions forecasted for Friday, 15 March, the Site Visit has been rescheduled to Monday, 17 March. All other Site Visit details remain unchanged.

Supplies or Services & Prices or Costs

The following CLIN(s) / SLIN(s) / ELIN(s) were modified:

INFORMATION FROM TO

Pricing Arrangement Labor Hour Time and Materials

Contract Clauses

Additional Information/Notes

The following clauses were added:

FAR Clauses Incorporated by Reference

Number Title Effective Date Alternate/ Deviation

Variation Effective Date

52.217-2 Cancellation Under Multi-year Contracts. Oct 1997

FAR Clauses Incorporated by Full Text

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services. (Nov 2023)

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

Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023)

(a) . The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves Inspection/Acceptance the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

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

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

(3) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(4) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(5) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(6) At any time during contract performance, but not later than 6 months (or such other time as be specified in the contract) after acceptance of the services or may materials last delivered under this contract, the Government require the Contractor to replace or correct services or materials that at time of delivery failed to may meet contract requirements. Except as otherwise specified in paragraph (a)(8) of this clause, the cost of replacement or correction be determined under shall paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction be reduced to exclude that portion of the rate shall attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit be 10 percent. The Contractor not tender for shall shall

FA485525R00010002

acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, disclose the corrective action taken. [ ] shall Insert portion of labor rate attributable to profit.

(7)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government - may

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor be a dispute under the Disputes clause of the contract. shall

(8) Notwithstanding paragraphs (a)(6) and (7) above, the Government at any time require the Contractor to remedy by correction or replacement, without cost may to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(9) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(10) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as be otherwise specified in the contract. may

(11) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property be governed by the clause shall pertaining to Government property.

(b) . The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or Assignment 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 its rights to receive payment under this contract.e.g.,

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

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

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) "Materials" means-

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

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

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

(D) The following subcontracts for services which are specifically excluded from the hourly rate: (None); and

(E) specifically provided for in this clause. Indirect costs

(iv) "Subcontract" means any contract, as defined in FAR , entered into with a subcontractor to furnish or services for performance of the prime subpart 2.1 supplies contract or a subcontract including transfers between divisions, subsidiaries, or of a contractor or subcontractor. It includes, but is not limited to, affiliates purchase

, and changes and modifications to .orders purchase orders

(f) . The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor Excusable delays and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

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(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause ( 52.232-33, Payment by Electronic Funds Transfer-System for e.g., Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

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

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

(h) . The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged Patent indemnity direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.-

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

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

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

(4) . In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the Discount discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

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

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

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

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

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

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) .Interest

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

(7) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) . Hourly rate

(A) The amounts be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional shall parts of an hour be payable on a prorated basis. shall

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

(C) be submitted once each month (or at more frequent intervals, if approved by the ) to the or the authorized Invoices may Contracting Officer Contracting Officer representative.

(D) When requested by the or the authorized representative, the Contractor substantiate (including any subcontractor hours Contracting Officer shall invoices reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule not be varied by virtue of the Contractor having performed work on an shall overtime basis.

( If no rates are provided in the Schedule and the approves work in advance, rates be negotiated.1) overtime Contracting Officer overtime overtime shall

( ) Failure to agree upon these rates be treated as a dispute under the Disputes clause of this contract.2 overtime shall

( ) If the Schedule provides rates for , the premium portion of those rates will be reimbursable only to the extent the is approved by the3 overtime overtime .Contracting Officer

(ii) . Materials

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

( ) Quantities being acquired; and1

( ) Any modifications necessary because of contract requirements.2

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

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

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

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

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

(2) Give credit to the Government for cash and trade discounts, rebates, , commissions, and other amounts that are identifiable to the contract. scrap

(D) . Unless listed below, other direct and will not be reimbursed. Other Costs indirect costs

(1) . The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the Other Direct Costs requirements in paragraph (i)(1)(ii)(B) of this clause: Each order list separately the elements of other direct charge(s) for that order. must

(2) . The Government will reimburse the Contractor for on a pro-rata basis over the (Material Handling, Subcontract Administration, etc.)Indirect Costs indirect costs period of contract performance at the following fixed price: Each order list separately the fixed amount for the and payment schedule. must indirect costs

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

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

(10) . At any time before final payment under this contract, the (or authorized representative) will have access to the following Access to records Contracting Officer (access be limited to the listing below unless otherwise agreed to by the Contractor and the ): shall Contracting Officer

(i) Records that verify that the employees whose time has been included in any meet the qualifications for the labor categories specified in the contract; invoice

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment-

(A) The original timecards (paper-based or electronic);

(B) The Contractor's timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any for the purpose of verifying that these employees have worked the hours shown on the . invoice invoices

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost-

(A) Any or subcontract agreements substantiating material costs; and invoices

(B) Any documents supporting payment of those . invoices

(11) Each payment previously made be subject to reduction to the extent of amounts, on preceding , that are found Overpayments/Underpayments. shall invoices by the not to have been properly payable and also be subject to reduction for overpayments or to increase for underpayments. The Contracting Officer shall Contractor promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, shall unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate payment or that the invoice Government has otherwise overpaid on an payment, the Contractor - invoice shall

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

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

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

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

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the . Contracting Officer

(6)(i) All amounts that become payable by the Contractor to the Government under this contract bear simple interest from the date due until paid unless paid shall within 30 days of becoming due. The interest rate be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is shall applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

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

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

(A) The and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner; Contracting Officer

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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(viii) Upon receipt and approval of the designated by the Contractor as the "completion " and supporting documentation, and upon compliance by the invoice invoice Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion , and invoice supporting documentation, be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later shall than 1 year (or such longer period as the approve ) from the date of completion. Contracting Officer may in writing

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

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

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

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

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

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

(15) . In connection with any discount offered for early payment, time be computed from the date of the . For the purpose of computing the Discount shall invoice discount earned, payment be considered to have been made on the date that appears on the payment check or the specified payment date if an shall electronic payment is made.funds transfer

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

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

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

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

(l) . The Government reserves the right to terminate this contract, or Termination for the Government's convenience any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that 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 that reasonably could have been avoided.

(m) . The Government Termination for cause may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

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

funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

FA485525R00010002

https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

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

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

(End of clause)

DFARS Clauses Incorporated by Reference

Number Title Effective Date Alternate/ Deviation

Variation Effective Date

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. May 2024

The following clauses were modified:

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services. Nov 2024 hereby reads as follows:

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

Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services (Nov 2024)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (section 743 of Division E, Title VII, of the (Jan 2017) Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Section (Dec 2023) 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Section 889(a)(1)(A) of Pub. (Nov 2021) L. 115-232).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (31 U.S.C. 3903 and 10 U.S.C. 3801).(Mar 2023)

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).(Oct 2004)

(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:

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).Alternate I

52.203-13, Contractor Code of Business Ethics and Conduct (41 U.S.C. 3509)).(2) (Nov 2021)

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

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

52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Pub. L. 109-282) ( 31 U.S.C. 6101 note).(5) (Jun 2020)

[Reserved].(6)

52.204-14, Service Contract Reporting Requirements (Pub. L. 111-117, section 743 of Div. C).(7) (Oct 2016)

52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Pub. L. 111-117, section 743 of Div. C).(8) (Oct 2016)

52.204-27, Prohibition on a ByteDance Covered Application (Section 102 of Division R of Pub. L. 117-328).(9) (Jun 2023)

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

(11)

(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition. (Pub. L. 115-390, title II).(Dec 2023)

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

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

52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (41 U.S.C. 2313).(13) (Oct 2018)

[Reserved].(14)

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

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

[Reserved](17)

(18)

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

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

(19)

(i) 52.219-7, Notice of Partial Small Business Set-Aside (15 U.S.C. 644).(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)).(20) Feb 2024

(21)

(i) 52.219-9, Small Business Subcontracting Plan ( ) (15 U.S.C. 637(d)(4)).Sep 2023

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) Sep 2023

(22)

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

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

52.219-14, Limitations on Subcontracting ( ) (15 U.S.C. 657s).(23) Oct 2022

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

52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the (25) SDVOSB Program ( ) (15 U.S.C. 657f).Feb 2024

(26)

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

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

52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns ( ) (15 U.S.(27) Oct 2022 C. 637(m)).

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 (28) Program ( ) (15 U.S.C. 637(m)).Oct 2022

52.219-32, Orders Issued Directly Under Small Business Reserves (15 U.S.C. 644(r)).(29) (Mar 2020)

52.219-33, Nonmanufacturer Rule (15 U.S.C. 637(a)(17)).(30) (Sep 2021)

52.222-3, Convict Labor (E.O.11755).(31) (Jun 2003)

52.222-19, Child Labor-Cooperation with Authorities and Remedies .(32) (Feb 2024)

[Reserved](33)

(34) [Reserved]

(35)

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

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

(36)

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

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

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

52.222-40, Notification of Employee Rights Under the National Labor Relations Act (E.O. 13496).(38) (Dec 2010)

(39)

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

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 available off-the-shelf (40) (May 2022) items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

(41)

(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.)

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 (42 U.S.C. 7671, ).(42) (May 2024) et seq.

52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (42 U.S.C. 7671, ).(43) (May 2024) et seq.

52.223-20, Aerosols (42 U.S.C. 7671, ).(44) (May 2024) et seq.

52.223-21, Foams (42 U.S.C. 7671, ).(45) (May 2024) et seq.

52.223-23, Sustainable Products and Services (E.O. 14057, 7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).(46) (May 2024)

(47)

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

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

(48)

(i) 52.225-1, Buy American-Supplies (41 U.S.C. chapter 83).(Oct 2022)

Alternate I of 52.225-1.(ii) (Oct 2022)

(49)

(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. (NOV 2023) 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 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 [Reserved].(ii)

Alternate II of 52.225-3.(iii) ( 2022)Dec

Alternate III of 52.225-3.(iv) (Feb 2024)

Alternate IV (Oct 2022) of 52.225-3.(v)

52.225-5, Trade Agreements (19 U.S.C. 2501, ., 19 U.S.C. 3301 note).(50) (NOV 2023) et seq

52.225-13, Restrictions on Certain Foreign Purchases (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of (51) (Feb 2021) 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 Defense (52) Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).(53)

52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (42 U.S.C. 5150).(54) (Nov 2007)

52.226-8, Encouraging Contractor Policies to Ban Text Messaging While Driving (E.O. 13513).(55) (May 2024)

52.229-12, Tax on Certain Foreign Procurements .(56) (Feb 2021)

52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (41 U.S.C. 4505, 10 U.S.C. 3805).(57) (Nov 2021)

52.232-30, Installment Payments for Commercial Products and Commercial Services (41 U.S.C. 4505, 10 U.S.C. 3805).(58) (Nov 2021)

52.232-33, Payment by Electronic Funds Transfer-System for Award Management (31 U.S.C. 3332).(59) (Oct2018)

52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).(60)

52.232-36, Payment by Third Party (31 U.S.C. 3332).(61) (May 2014)

52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).(62) (Aug 1996)

(63) 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities (Nov 2024) (Sections 1821-1826, Pub. L.