FA527025QA083 0001_Combo.pdf

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Gull Wing Cargo Truck Federal contract opportunity
Solicitation number
FA527025QA083
Issued by
Department of the Air Force Pacific Air Forces

About this file

This is a Request for Quotation (RFQ) for a Gull Wing Cargo Truck issued by the 18th Contracting Squadron at Kadena Air Base, Okinawa, Japan. The solicitation seeks a single Firm Fixed Price contract for one automatic transmission cargo truck, with a delivery timeline of 365 calendar days after receipt of order. The truck must be the newest 2025 model year, never previously titled or registered, with zero miles (excluding transportation mileage not exceeding 310 miles), and must meet the specifications outlined in the attached Statement of Work.

The competitive solicitation is unrestricted and not set aside for small businesses, with a product service code of 2320 for wheeled trucks and tractors. Offers must be submitted electronically by July 16, 2025, to the contract officer Keigo Miyagi, with quotes valid until September 30, 2025. Vendors must be registered in the System for Award Management (SAM), submit required representations and certifications, and provide references verifying the truck meets technical specifications. The evaluation will be a lowest price technically acceptable source selection process, with the government awarding to the technically acceptable offer with the lowest evaluated price.

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Attachment 1_Statement of Work (SOW) Gull Wing Cargo Truck 24 APRIL 2025_r.pdf PDF
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Attachment 1_Statement of Work (SOW) Gull Wing Cargo Truck 24 APRIL 2025.pdf PDF

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Solicitation No. FA527025QA083 0001 Page 1 of 50

Gull Wing Cargo Truck

Combined Synopsis: FA527025QA083 0001 Issued on: July 9, 2025

(The quote must be valid until 30 September 2025)

- The delivery period changed from within 240 calendar days to within 365 calendar days.

1. GENERAL INFORMATION REQUEST FOR QUOTATION (RFQ)

Document Type Combined Synopsis/Solicitation (IAW FAR 12.603) RFQ Solicitation Number FA527025QA083 0001 Acquisition approach Full and Open Competition North American Industrial Classification System Code 333924 - Industrial Truck, Tractor, Trailer, and Stacker

Machinery Manufacturing Contracting Office 18th Contracting Squadron, Mission Support Flight

Bldg. 99, Beerbower Road, Kadena Air Base, Okinawa City, 904-0200, Japan

2. CONTRACTING OFFICE POC INFORMATION

Contract Officer: Keigo Miyagi at keigo.miyagi.jp@us.af.mil or call at +81-98-938-1111 (Ext: 634-4693)

This is a Combined Synopsis/Solicitation for commercial products prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and this document is the written solicitation. The solicitation FA527025QA083 is being issued as a request for quotation (RFQ). This notice and the incorporated provisions and clauses are those in effect through the Federal Acquisition Regulations (FAR). All responsible sources may submit a quotation.

• A statement that the solicitation document and incorporated provisions and clauses are those in effect through Federal

Acquisition Circular (FAC) 2025-03 and those supplements below.

Provisions and clauses Effective date Federal Acquisition Regulation (FAR) 01/17/2025 Defense Federal Acquisition Regulation Supplement (DFARS) 01/17/2025 Department of the Air Force Federal Acquisition Regulation Supplement (DAFFARS) 10/16/2024

• The North American Industry Classification System (NAICS) code 333924 - Industrial Truck, Tractor, Trailer, and Stacker

Machinery Manufacturing. The Product Service Code (PSC) is 2320 - Trucks and Truck Tractors, Wheeled. This acquisition is unrestricted. Small business set aside does NOT apply to this acquisition.

• Offerors are required to be registered in the System for Award Management (SAM) at https://sam.gov/content/home at the time an offer is submitted in order to be considered for award. A current copy of a prospective awardee’s Representation and Certification will be validated using the SAM website prior to the issuance of an award.

• For information regarding the service acceptor or point of acceptance, please refer to 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023) (incorporated by full text) below.

• The following commercial provisions and clauses are applicable to this acquisition: 52.212-1 Instructions to Offerors— Commercial Products and Commercial Services (Sep 2023) and any addenda to the provision, 52.212-2 Evaluation— Commercial Products and Commercial Services (Nov 2021) and any addenda to the provision, 52.212-3 Offeror Representations and Certifications - Commercial Products and Commercial Services (Deviation 2025-O0004 Mar 2025), 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Nov 2023), and 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Products and Commercial Services (Deviation 2025-O0003 and O0004 Mar 2025).

mailto:keigo.miyagi.jp@us.af.mil http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/12.htm#P296_49373 https://sam.gov/content/home

Solicitation No. FA527025QA083 0001 Page 2 of 50

• The Government intends to issue a single Firm Fixed Priced contract to the responsible offeror that present the best value to the government.

• Except for what’s listed within this Combined Synopsis/Solicitation, there are no other additional services and conditions that the Contracting Officer has considered to be necessary for this acquisition and consistent with commercial practices.

• This solicitation is subject to the Trade Agreements Act (TAA). Offerors must indicate the country of origin for all products offered. All offers must be submitted in English language, and in US dollar or Japanese yen.

• All yellow highlighted fields at page 3 and all fields at page 28 through 47 must be filled out and return copies.

• If you have any questions or inquiries, please email Mr. Keigo Miyagi at keigo.miyagi.jp@us.af.mil no later than (NLT) 18 June 2025, 11:00 AM Japan Standard Time (JST). All questions received after this time may not be answered or entertained.

• Please submit your quote through email to Mr. Keigo Miyagi at keigo.miyagi.jp@us.af.mil NLT 16 July 2025, 11:00 AM JST. It is the vendor’s responsibility to monitor the SAM (https://sam.gov) system for amendments issued in reference to this requirement. Any potential amendments will be posted in the same fashion as the solicitation. All Contractors who provide goods/services to the DoD must be registered in the System for Award Management (SAM) Found at https://sam.gov. Failure to comply with SAM registration will deem the Offeror non-responsive and may be ineligible for award.

• LATE OFFERS. All offers received later than the quotation due date and time may result in disqualification. Please ensure that 18CONS/PKA received your proposal timely.

• Please provide the following documents to 18 CONS/PKA:

o Required/ Mandatory Information (page 3) o Annual Representations and Certifications (page 28 through 47) o References verifying the offered item meets the specifications of the Statement of Work o A copy of the Statement of Work filled in the section 22

• Incomplete information may result in the disqualification of your quote or offer to competition. Additionally, other documents listed above submitted to 18CONS/PKA may not be reviewed or accepted.

• List of Attachments ATTACHMENT 1: STATEMENT OF WORK (SOW) GULL WING CARGO TRUCK 24 APRIL 2025_r https://sam.gov/ https://sam.gov/

Solicitation No. FA527025QA083 0001 Page 3 of 50

3. REQUIRED/ MANDATORY INFORMATION

FOB WARRANTY ESTIMATED DELIVERY

DATE

PAYMENT

TERMS

Destination

COMPANY

NAME

ADDRESS UEID NUMBER CAGE CODE

POINT OF CONTACT E-MAIL ADDRESS PHONE NUMBER TAX ID NUMBER

4. SUPPLIES OR SERVICES AND PRICES/COST

ITEM

NO SUPPLY DESCRIPTION QUANTITY UNIT UNIT PRICE AMOUNT

COUNTRY

OF

ORIGIN

Gull Wing Cargo Truck **Please see the SOW for more details.

**Unit price must include shipping costs.

The shipping method must be Door-to- Door Shipping.

1 EA

Solicitation No. FA527025QA083 0001 Page 4 of 50

5. INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government

6. DELIVERY OR PERFORMANCE:

DELIVERY TO:

Door to door:

Okinawa-ken, Nakagami-gun, Chatan-cho, Kadena AB DLA Aviation Support Center Pacific Fairchild Avenue Building 926, 1st floor KADENA AFB, Nakagami-Gun, Chatan-Cho, 904-0200, Japan

Mark For:

DLA Aviation Support Center Pacific, 926 Fairchild Ave, KAB, Delivery POC:

Mr. Paul Sonnier COMM: 81-80-2779-8579 or 81-428-22-0981 EMAIL: paul.sonnier@dla.mil

Mr. Jason Powell

COMM: 81-80-2779-8579

EMAIL: jason.powell@dla.mil

DELIVERY TIMELINE: 365 CALENDAR DAYS AFTER RECEIPT OF ORDER(ARO)

mailto:paul.sonnier@dla.mil mailto:jason.powell@dla.mil

Solicitation No. FA527025QA083 0001 Page 5 of 50

7. Description/Specifications/Statement of Work

Gull Wing Cargo Truck - Automatic Transmission

See Attachment 1, Statement of Work dated 28 April 2025

The item offered must meet the specifications in the Statement of Work.

"New: The truck must be the newest model year (e.g., 2025 for solicitations issued in 2025) and never have been previously titled, registered, or used for any purpose other than manufacturer testing or transport to the dealership. It must have zero (0) mile/ kilometer on the odometer at the time of delivery, excluding mileage accumulated during transportation from the manufacturer to the dealership. Mileage accumulated during transport from the manufacturer to the delivery location must not exceed 310 miles or 500 kilometers."

Solicitation No. FA527025QA083 0001 Page 6 of 50

8. Special contract requirements

FA5270.225.408-00-9Z01S U.S Dollar and Japanese Yen Equivalent (OCT 2024)

When a trade agreement does not apply to this solicitation or resulting contract, offers may be priced in US Dollars or Japanese Yen.

For the duration of this solicitation, US $1.00 equals Japanese ¥145.7323. Solicitation provisions contract clauses which mention US Dollars are hereby modified to include “or Yen equivalent”. The exchange rate between US Dollars and Japanese Yen will be established per contract, delivery order, task order. DFAS will pay Japanese contractors in Japanese Yen and other contractors in US Dollars.

(End of provision)

FA5270.52.233-99-9Z01S Conciliation (Oct 2024)

Except as otherwise provided in this contract, any disagreement arising under this contract which is not resolved by the parties to this contract may be submitted to the United States – Japan Joint Committee for Conciliation in accordance with Paragraph 10, Article XVIII, of the Status of Forces Agreement under Article VI of this Treaty of Mutual Cooperation and Security between Japan and the United States of America. Requests by the contractor for conciliation shall be made in accordance with the following procedures:

a. In the event the contractor desires conciliation after the decision of the contracting officer has been served upon him, it will first file his appeal from such findings of facts with the appropriate authority in accordance with the clause of this contract entitled “DISPUTES”, and within the time limits described therein before filing request for conciliation with the Joint Committee and then request the appellate authority under the clause of this contract entitled “DISPUTES”, to suspend its action on his appeal until such time as the Joint Committee has had an opportunity for effecting conciliation.

b. The request for conciliation will be submitted by the contractor through the nearest Defense Bureau or Office, to the Contract Conciliation Panel of the Joint Committee. Upon the filing of the request with the Joint Committee, the contractor will immediately notify the contracting officer in writing that the request for conciliation has been filed.

c. In the event the disagreement submitted to the Joint Committee under subparagraph b above has been resolved through conciliation, it will be the responsibility of the contractor to notify the appellate authority designated in the clause of this contract entitled “DISPUTES”, of the settlement of the dispute and to withdraw his appeal.

d. In the event the contractor, which has submitted a request for conciliation to the Joint Committee under subparagraph b above, notwithstanding tendency of his request for conciliation, desires that action by the appropriate authority under the clause of this contract entitled “DISPUTES” be resumed on his appeal, it will request the said authority in writing. The Joint Committee will be immediately informed by the contractor of its action taken hereunder.

e. No request for conciliation can be submitted to the Joint Committee in the case of a dispute upon which the final decision of the appropriate authority under the clause of this contract entitled “DISPUTES” has been rendered. Pending the hearing of Conciliation Panel the contractor shall proceed diligently with the performance of the contract in accordance with the contracting officer’s decision. The provisions of this clause shall not prejudice any right which the parties to the contract may have to file in a civil suit.

FA5270.52.236-00-9Z01S Japanese Road Laws (OCT 2024)

The Contractor will comply with Japanese Road Laws while on U.S. military installations. Compliance includes not to specifically include: (Japan) states that no person will commit the following acts: Damaging the road, causing roads to be littered with debris, polluting the roads with debris or fall out from motor vehicles or otherwise defacing roads unreasonably or without due cause. Road Act, Article 43. The Road Act Article 43-2 requires the operator of a vehicle will take measures to prevent cargo or things loaded on motor vehicles from falling out. The installation commander, unit, or office, managing a road may, when there is reasonable cause for belief that items or cargo being carried in or on a motor vehicle may fall out and damage, pollute, or otherwise deface the road in such manner as to hinder or obstruct the traffic, may order the operator of the vehicle in question to take steps or measures necessary to

Solicitation No. FA527025QA083 0001 Page 7 of 50 prevent occurrence of such hindrance by stopping operation of the vehicle, correcting the method of loading or traveling, or operation of the vehicle.

FA5270.252.229-7001-9Z01S Exemption from Japanese Customs Duties and Taxes Pursuant to Status of Forces Agreement

(OCT 2024)

(a) Paragraph 2, Article XI of the Status of Forces Agreement between Japan and the United States, authorizes materials, supplies and equipment imported by the United States armed forces, the authorized procurement agencies of the United States armed forces, or by the organizations provided for in Article XV, to enter into Japan free from Japanese customs duties and all other charges when imported for the official use of the United States armed forces or for the exclusive use of such forces or ultimately to be incorporated into articles or facilities used by such forces.

(b) Paragraph 3, Article XII of said Status of Forces Agreement, authorizes the United States exemption from certain Japanese taxes for materials, supplies, equipment and services procured for official purpose in Japan by the United States armed forces, or by authorized procurement agencies of the United States armed forces. Currently, these taxes are: (1) Consumption Tax; (2) Gasoline Tax and Local Gasoline Tax; (3) Petroleum Gas Tax; (4) Petroleum Coal Tax; (5) Diesel Oil Delivery Tax;

(6) Automobile Acquisition Tax; (7) Stamp Tax; and (8) International Tourist Tax.

(c) If you are the successful offeror, the contracting officer or his authorized representative will issue customs or tax exemption certificate in accordance with procedures agreed upon between the Governments of Japan and the United States of America.

(d) The USFJ Form 221EJ, certificate for gasoline, liquefied petroleum gas, and local gasoline tax exemption, will be issued after the consumption of the gasoline or liquified petroleum gas, either at the end of the month or upon termination of the contract and is applied against future purchases of gasoline and liquified petroleum gas. motor fuel. This form is issued only to a prime contractor. In the event a subcontractor or supplier is involved, it will be necessary for the prime contractor to effect the purchase to secure this exemption.

(e) List below the customs duties or taxes which have been excluded from your proposal as required by the taxes clause.

Contractor must claim all customs and tax exemptions to which the US Government is entitled.

(1) Customs Duties Type of Commodity & Percentage of Tax Amount of Duty or Tax Excluded in Yen

(2) Taxes

(a) Consumption Tax

(b) Gasoline Tax and Local Gasoline Tax

(c) Petroleum Gas Tax

(d) Petroleum Coal Tax

(e) Diesel Oil Delivery Tax

(f) Automobile Acquisition Tax

(g) Stamp Tax

(h) International Tourist Tax

Solicitation No. FA527025QA083 0001 Page 8 of 50

9. PROVISIONS/CLAUSES INCORPORATED BY REFERENCE (IBR):

The following FAR/DFARS/DAFFARS provisions and clauses are applicable to this solicitation: It is the contractor’s responsibility to be familiar with applicable clauses and provisions. Clauses and provisions can be found at: https://www.acquisition.gov/content/regulations (For full text references, go to the link above.)

52.201-1 Acquisition 360: Voluntary Survey (Sep 2023) 52.203-3 Gratuities (Apr 1984) 52.204-7 System for Award Management (Nov 2024) 52.204-13 System for Award Management Maintenance. (Oct 2018) 52.204-16 Commercial and Government Entity Code Reporting (Aug 2020) 52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020) 52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021) 52.204-29 Federal Acquisition Supply Chain Security Act Orders—Representation and Disclosures (Dec 2023) 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (Sep 2023) 52.214-34 Submission of Offers in the English Language (Apr 1991) 52.225-14 Inconsistency Between English Version and Translation of Contract (Feb 2000) 52.225-17 Evaluation of Foreign Currency Offers (Feb 2000) 52.225-18 Place of Manufacture (Aug 2018) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.247-34 F.o.b. Destination (Jan 1991) 252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS (SEP 2011)

252.203.7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (DEC 2022)

252.203-7005 REPRESENTATION RELATING TO COMPENSATION OF FORMER DOD OFFICIALS (SEP 2022)

252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)

252.204-7016 COVERED DEFENSE TELECOMMUNICATIONS EQUIPMENT OR SERVICES—

REPRESENTATION (DEC 2019)

252.204-7017 PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE TELECOMMUNICATIONS

EQUIPMENT OR SERVICES—REPRESENTATION (MAY 2021)

252.204-7018 PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE TELECOMMUNICATIONS

EQUIPMENT OR SERVICES (JAN 2023)

252.204-7022 EXPEDITING CONTRACT CLOSEOUT (MAY 2021)

252.204-7024 NOTICE ON THE USE OF THE SUPPLIER PERFORMANCE RISK SYSTEM (MAR 2023) 252.209-7002 DISCLOSURE OF OWNERSHIP OR CONTROL BY A FOREIGN GOVERNMENT (DEC 2022)

252.211-7003 ITEM UNIQUE IDENTIFICATION AND VALUATION (JAN 2023)

252.215-7013 SUPPLES AND SERVICES PROVIDED BY NONTRADITIONAL DEFENSE CONTRACTORS (JAN

2023) 252.223-7006 PROHIBITION ON STORAGE, TREATMENT, AND DISPOSAL OF TOXIC OR HAZARDOUS

MATERIALS—BASIC (SEP 2014)

252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM (JAN 2023)

252.225-7002 QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (MAR 2022)

252.225-7005 IDENTIFICATION OF EXPENDITURES IN THE UNITED STATES (JUN 2005)

252.225-7036 BUY AMERICAN—FREE TRADE AGREEMENTS—BALANCE OF PAYMENTS PROGRAM—

BASIC (FEB 2024)

252.225-7041 CORRESPONDENCE IN ENGLISH (JUN 1997)

252.225-7048 EXPORT CONTROLLED ITEMS (JUNE 2013)

252.225-7055 REPRESENTATION REGARDING BUSINESS OPERATIONS WITH THE MADURO REGIME (MAY

2022) 252.225-7056 PROHIBITION REGARDING BUSINESS OPERATIONS WITH THE MADURO REGIME (JAN 2023) 252.225-7059 PROHIBITION ON CERTAIN PROCUREMENTS FROM THE XINJIANG UYGHUR AUTONOMOUS

REGION–REPRESENTATION (JUN 2023)

252.225-7060 PROHIBITION ON CERTAIN PROCUREMENTS FROM THE XINJIANG UYGHUR AUTONOMOUS

REGION (JUN 2023)

252.229-7014 FULL EXEMPTION FROM TWO-PERCENT EXCISE TAX ON CERTAIN FOREIGN

PROCUREMENTS (OCT 2022)

252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (DEC 2018)

252.232-7008 ASSIGNMENT OF CLAIMS (OVERSEAS) (JUN 1997)

Solicitation No. FA527025QA083 0001 Page 9 of 50

252.232-7010 LEVIES ON CONTRACT PAYMENTS (DEC 2006)

252.233-7001 CHOICE OF LAW (OVERSEAS) (JUN 1997)

252.243-7001 PRICING OF CONTRACT MODIFICATIONS (DEC 1991)

252.244-7000 SUBCONTRACTS FOR COMMERCIAL PRODUCTS OR COMMERCIAL SERVICES (NOV 2023)

252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA—BASIC (OCT 2024)

10. PROVISIONS/ CLAUSES INCORPORATED BY FULL TEXT (FT)

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

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act ( 31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

Solicitation No. FA527025QA083 0001 Page 10 of 50

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

Solicitation No. FA527025QA083 0001 Page 11 of 50

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

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

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

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

Solicitation No. FA527025QA083 0001 Page 12 of 50

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

Solicitation No. FA527025QA083 0001 Page 13 of 50

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

Solicitation No. FA527025QA083 0001 Page 14 of 50

(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.

Solicitation No. FA527025QA083 0001 Page 15 of 50

(End of clause)

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Products and Commercial Services (MAR 2025) (DEVIATION 2025-O0004)

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

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

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

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

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

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

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

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

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

[Contracting Officer check as appropriate.]

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

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

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

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

Solicitation No. FA527025QA083 0001 Page 16 of 50

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

__ (6) [Reserved].

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

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

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

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

__ (11) (i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023) ( Pub. L. 115–390, title II).

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

X (12) 52.209-6, Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (Jan 2025) ( 31 U.S.C. 6101 note).

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

__ (14) [Reserved].

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

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

__ (17) [Reserved]

__ (18) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

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

__ (19) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

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

__ (20) 52.219-8, Utilization of Small Business Concerns (Jan 2025)( 15 U.S.C. 637(d)(2) and (3)).

__ (21) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2025) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Jan 2025) of 52.219-9.

__ (22) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

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

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

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

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

__ (26) (i) 52.219-28, Postaward Small Business Program Rerepresentation (Jan 2025) (15 U.S.C. 632(a)(2)).

Solicitation No. FA527025QA083 0001 Page 17 of 50

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

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

__ (28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Oct 2022) (15 U.S.C. 637(m)).

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

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

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

X (32) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2025)( E.O. 13126).

__ (33) [Reserved].

__ (34) [Reserved].

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

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

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

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

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

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

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

X (39) (i) 52.222-50, Combating Trafficking in Persons (Nov 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

__ (40) 52.222-54, Employment Eligibility Verification (Jan 2025) ( Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (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.)

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

__ (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (May 2024) ( 42 U.S.C.

7671, et seq.).

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

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

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

__ (46) 52.223-23, Sustainable Products and Services (MAR 2025) (DEVIATION 2025-O0004)) (7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).

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

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

Solicitation No. FA527025QA083 0001 Page 18 of 50

__ (48) (i) 52.225-1, Buy American-Supplies (Oct 2022) (41 U.S.C. chapter 83).

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

__ (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (NOV 2023) ( 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 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.

__ (ii) Alternate I [Reserved].

__ (iii) Alternate II (Jan 2025) of 52.225-3.

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

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

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

X (51) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

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

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

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

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

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

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

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

3805).

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

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

3332).

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

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

X (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. 118-31, 41 U.S.C. 3901 note prec.).

__ (64) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).

__ (65) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) ( 46 U.S.C. 55305 and 10 U.S.C.

2631).

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

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

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

Solicitation No. FA527025QA083 0001 Page 19 of 50

[Contracting Officer check as appropriate.]

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

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

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

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

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

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

__ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).

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

__ (10) 52.247-69, Reporting Requirement for U.S.-Flag Air Carriers Regarding Training to Prevent Human Trafficking (Jan 2025) ( 49 U.S.C. 40118(g)).

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

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

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

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

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

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

(ii) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C. 4712).

Solicitation No. FA527025QA083 0001 Page 20 of 50

(iii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)…

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