Attachment 4 - Contract Clauses.pdf

Solicitation Number: FSIS-12-B-12

Contract Clauses Attachment 4

1. CONTINUATION OF SF 1442

1.1 Continuation of Block 16 - Administered by

1.1.1 CONTRACTING OFFICER (JAN 2012)

The Contracting Officer (CO) has the overall responsibility for the administration of this contract. The CO alone, without delegation, is authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms, conditions, requirements, specifications, details and/or delivery schedules; issue task orders against the contract; make final decisions on disputed deductions from contract payments for nonperformance, or unsatisfactory performance; terminate the contract for convenience or default; and issue final decisions regarding contract questions or matters under dispute. However, the CO may delegate certain other responsibilities to the Contracting Officer's Representative (COR). All delegated duties will be specified in writing by a COR Appointment and Delegation Notice.

[End of Text]

1.1.2 DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE (COR)

(JAN 2012)

The Contracting Officer hereby designates as the Contracting Officer's Representative (COR):

[TO BE DESIGNATED UPON AWARD]

The COR shall be responsible for administering the performance of work under this contract. In no event, however, will any understanding, agreement, modification, change order, or other matter deviating from the terms of this contract be effective or binding upon the Government unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of the contract.

The Contracting Officer shall be informed as soon as possible of any actions or inactions by the Contractor or the Government which will change the required delivery or completion times stated in the contract, and the contract shall be modified accordingly.

On all matters that pertain to the contract terms, the contractor shall communicate with the Contracting Officer. Whenever, in the opinion of the Contractor, the COR requests effort outside the scope of the contract, the contractor shall so advise the COR. If the COR persists and there still exists a disagreement as to proper contractual coverage, the Contracting Officer shall be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage may result in nonpayment or necessitate submittal of a contract claim.

The COR shall be responsible for initiating the Contractor Performance Assessment Report (CPAR) for awards over the simplified acquisition threshold of $150K to document contractor's performance during the period of performance 14 days after completion of services or delivery of goods.

[End of Text]

1.2 CONTINUATION OF BLOCK 18B-INVOICES

a) Invoices shall be submitted to the following address:

USDA FSIS FPC

4520 114th STREET

URBANDALE, IA 50322

b) Invoices must reference the contract number and delivery order number.

(End of Text)

1.3 AGAR 452.216-73 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (FEB

1988)

During the period specified in FAR clause 52.216-18, ORDERING, the Government shall place orders totaling a minimum of $3,000, but not in excess of $220,000.

(End of Clause)

2. CONTRACT CLAUSES

2.1 FAR 52.212-4 Contract Terms and Conditions—Commercial Items (FEB 2012)

This clause is incorporated by reference. Full text may be accessed electronically at http://wmv.acquisitioii.gov/far/

2.2 ADDENDUM TO FAR 52.212-4 - OTHER CONTRACT CLAUSES

2.2.1 CLAUSES INCORPORATED BY REFERENCE

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. See FAR Clause 52.252-2 contained in this section as full text.

FAR CLAUSE TITLE

52.204-1 Central Contract Registration (FEB 2012)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED,

OR PROPOSED FOR DEBARMENT (DEC 2010)

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

52.242-13 BANKRUPTCY (JUL 1995)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

52.247-34 F.O.B. DESTINATION (NOV 1991)

(END OF BY REFERENCE SECTION)

2.2.2 FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items. (JULY 2012)

(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 items:

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(q)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Ocr 2004) (Pub. L. 108-77, 108-78).

(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 items:

[Contracting Officer check as appropriate.]

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

(2)52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

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

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Feb 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

X (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

_ (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) (41 U.S.C. 2313).

X (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111 -117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

_ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

(10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offerer elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

_ (11) [Reserved] JL(12)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

_ (ii) Alternate I (Nov 2011).

_ (iii) Alternate II (Nov 2011).

_ (13)(i) 52.219-7. Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

_ (ii) Alternate I (Oct 1995) of 52.219-7.

_ (iii) Alternate II (Mar 2004) of 52.219-7.

_ (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

_ (15)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637(d)(4)).

_ (ii) Alternate I (Oct 2001) of 52.219-9.

_ (iii) Alternate II (Oct 2001) of 52.219-9.

_ (iv) Alternate III (Jul 2010) of 52.219-9.

_ (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011K15 U.S.C. 644fr)).

_ (17) 52.219-14. Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

_ (18) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C.

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

_ (19)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business

Concerns (OCT 2008) (10 U.S.C. 2323) (if the offerer elects to waive the adjustment, it shall so indicate in its offer).

_ (ii) Alternate I (June 2003) of 52.219-23.

_ (20) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

_(21) 52.219-26, Small Disadvantaged Business Participation Program—

Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside

(Nov 2011) (15 U.S.C. 657 f).

_(23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012) (15 U.S.C.

632(a)(2)).

(24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small

Business (EDWOSB) Concerns (Apr 2012) (15 U.S.C. 637(m)).

_ (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns

Eligible Under the WOSB Program (Apr 2012) (15 U.S.C. 637(m)).

X (26) 52.222-3, Convict Labor (June 2003) (E.G. 11755).

X (27) 52.222-19. Child Labor—Cooperation with Authorities and Remedies (Mar 2012)

(E.G. 13126).

X (28) 52.222-21. Prohibition of Segregated Facilities (Feb 1999).

X (29) 52.222-26. Equal Opportunity (Mar 2007) (E.G. 11246).

X (30) 52.222-35. Equal Opportunity for Veterans (Sep 2010H38 U.S.C. 4212).

X (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

X (32) 52.222-37. Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

_ (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(Dec 2010) (E.G. 13496).

_ (34) 52.222-54, Employment Eligibility Verification (JUL 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(35)(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)(O). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(36) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

(37)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer

Products (DEC 2007) (E.G. 13423).

_ (ii) Alternate I (DEC 2007) of 52.223-16.

X (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(AUG2011)(E.O. 13513).

X (39) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d).

(40)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (May 2012) (41

U.S.C. chapter 83. 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, and 112-42).

_ (ii) Alternate I (Mar 2012) of 52.225-3.

_(iii) Alternate II (Mar 2012) of 52.225-3.

_ (iv) Alternate III (Mar 2012) of 52.225-3.

_ (41)52.225-5, Trade Agreements (MAY 2012) (19 U.S.C. 2501. etseq., 19 U.S.C. 3301 note).

X (42) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

_ (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

(44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

_ (45) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f). 10 U.S.C. 2307(f)).

_ (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

X (47) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

(48) 52.232-34. Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

_ (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

(50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

_ (51)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

_ (ii) Alternate I (Apr 2003) 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 items:

[Contracting Officer check as appropriate.] _ (1)52.222-41. Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351. et seq.).

_ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, etseq.).

(3) 52.222-43. Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351. etseq.).

(4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351. et sec/.).

(5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 351, ef sec/.).

(6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Feb 2009) (41 U.S.C. 351, etseq.).

(7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L.

110-247).

_ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(D).

(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, 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 items. 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 (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8. Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.G. 11246).

(v) 52.222-35. Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

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

(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351. etseq.).

(ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for

Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, ef seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009) (41 U.S.C. 351, etseq.).

(xii) 52.222-54, Employment Eligibility Verification (Jui.2012).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L.

110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)

(46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

(End of clause)

2.2.4 FAR 52.216-18 Ordering. (Oct 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of contract award through the effective period of the contract.

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

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

(End of clause)

2.2.5 FAR 52.216-19 Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 1 unit (2 vials sheep blood and 1 vial of horse blood), the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 10 units (20 sheep blood vials and 10 horse blood vials);

(2) Any order for a combination of items in excess of 10 units (20 sheep blood vials and 10 horse blood vials); or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(l) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216- 2J. of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 14 calendar days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

2.2.5 FAR 52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract after the period of performance specified in any delivery order issued during the effective ordering period.

(End of clause)

2.2.7 FAR 52.217-9 Option to Extend the Term of the Contract (March 2000)

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

(End of clause)

2.2.8 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

Federal Acquisition Regulation (FAR) Clauses: http://www.acquisition.gov/lar/

(End of clause)

2.2.9 FAR 52.253-1 Computer Generated Forms (Jan 1991)

(a) Any data required to be submitted on a Standard or Optional Form prescribed by the Federal Acquisition Regulation (FAR) may be submitted on a computer generated version of the form, provided there is no change to the name, content, or sequence of the data elements on the form, and provided the form carries the Standard or Optional Form number and edition date.

(b) Unless prohibited by agency regulations, any data required to be submitted on an agency unique form prescribed by an agency supplement to the FAR may be submitted on a computer generated version of the form provided there is no change to the name, content, or sequence of the data elements on the form and provided the form carries the agency form number and edition date.

(c) If the Contractor submits a computer generated version of a form that is different than the required form, then the rights and obligations of the parties will be determined based on the content of the required form.

(End of clause)

2.2.10 AGAR 452.247-70 Delivery Location (FEB 1988)

Shipment of deliverable items, other than reports, shall be specified in the applicable delivery order.

(End of Clause)

2.2.11 PERIOD OF PERFORMANCE (FEB 2007)

The total period of performance shall not exceed 60 months. The periods of performance are defined as follows:

Base Period: To Be Determine (TBD) through TBD 1st Option Period: TBD through TBD 2nd Option Period: TBD through TBD 3rd Option Period: TBD through TBD 4th Option Period: TBD through TBD

Delivery orders awarded prior to the expiration date of the contract shall be completed, regardless of whether or not the Government exercises any of its options under the contract.

[End of text]

2.2.12 LEGAL HOLIDAYS (DEC 2008)

(a)The Federal Government observes the following days as holidays.

New Year's Day Martin Luther King's Birthday Presidents' Day Memorial Day Independence Day Labor Day Columbus Day Veterans' Day Thanksgiving Day Christmas Day

January 1st* Third Monday in January Third Monday in February Last Monday in May July 4th' First Monday in September Second Monday in October November 11th

Fourth Thursday in November December 25th*

*If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

(b) In addition to the days designated above as holidays, the Government may observe additional days in accordance with 5 USC 6103.

[End of text]

2.2.13 DELIVERY ORDER PROCEDURES

a. Only the Contracting Officer can obligate funds or issue delivery orders against this contract.

b. All delivery orders are subject to the terms and conditions of the resultant IDIQ contract(s).

c. Delivery orders shall not change any terms or conditions of the contract. If any language in the work assignment may suggest a change to the terms or conditions, the Contractor shall immediately request clarification from the Contracting Officer.

d. No work shall be performed and no payment shall be made except as authorized by the delivery order.

e. The contractor shall acknowledge receipt of each delivery order by returning to the Contracting Officer or cardholder a signed copy of the delivery order within 1 day after its receipt.

f. The contractor shall provide supplies under this contract as specified in written delivery orders issued by the Contracting Officer.

g. Each order placed against the delivery order shall be acknowledged by the Contractor on the day the order is placed.

h. Each order placed against a delivery order shall be received by the Government by overnight delivery after Contractor acknowledgement of order unless back-order date is agreed to.

2.2.14 INSPECTION AND ACCEPTANCE (AGAR 452.246-70) (FEB 1988)

(a) The Contracting Officer or the Contracting Officer's duly authorized representative will inspect and accept the supplies and/or services to be provided under this contract.

(b) Inspection and acceptance will be performed at the lab in St. Louis, Missouri.

2.2.15 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF

OFFEROR (FEB 2007)

In accordance with FAR 15.204-l(b), the completed and submitted "Representations, Certifications, and Other Statements of Offerer", are incorporated by reference in this resulting contract.

[End of Text]

2.2.16 AGAR 452.209 - 71 ASSURANCE REGARDING FELONY CONVICTION OR

TAX DELINQUENT STATUS FOR CORPORATE APPLICANTS

(a) This award is subject to the provisions contained in the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2012, P.L. No. 112- 55, Division A, Sections 738 and 739 regarding corporate felony convictions and corporate federal tax delinquencies. Accordingly, by accepting this award the contractor acknowledges that it-

(1) does not have a tax delinquency, meaning that it is not subject to any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, and

(2) has not been convicted (or had an officer or agent acting on its behalf convicted) of a felony criminal violation under any Federal or State law within 24 months preceding the award, unless a suspending and debarring official of the United States Department of Agriculture has considered suspension or debarment of the awardee, or such officer or agent, based on these Attachment 1 AGAR Advisory 104 Attachment 1, AGAR Advisory 104 Page 4 of 4 convictions and/or tax delinquencies and determined that suspension or debarment is not necessary to protect the interests of the Government.

(b) If the awardee fails to comply with these provisions, USDA, Food Safety and Inspection Service may terminate this contract for default and may recover any funds the awardee has received in violation of sections 738 or 739.

(End of Clause)

3. ATTACHMENTS:

Statement of Work, dated August 9, 2012