Section I.docx

PART II - CONTRACT CLAUSES 5/5/11

SECTION I

FAR AND GSAM CLAUSES/PROVISIONS PROVIDED BELOW APPLY TO THIS CONTRACT.

CLAUSES/PROVISIONS MARKED WITH AN [X] ARE SET FORTH IN FULL TEXT:

FAR CLAUSES/PROVISIONS

[ ] 52.202-1 DEFINITIONS (JUL 2004)

[ ] 52.203-3 GRATUITIES (APR 1984)

[ ] 52.203-5 COVENANT AGAINST

CONTINGENT FEES

(APR 1984)

[ ] 52.203-6 RESTRICTIONS ON

SUBCONTRACTOR SALES TO

THE GOVERNMENT

(SEPT 2006)

[ ] 52.203-7 ANTI-KICKBACK PROCEDURES

(OCT 2010)

[X] 52.203-8 CANCELLATION, RESCISSION,

AND RECOVER OF FUNDS FOR

ILLEGAL OR IMPROPER

ACTIVITY (JAN 1997)

[X] 52.203-10 PRICE OR FEE ADJUSTMENT

FOR ILLEGAL OR IMPROPER

ACTIVITY (JAN 1997)

[X] 52.203-12 LIMITATION ON PAYMENTS

TO INFLUENCE CERTAIN

FEDERAL TRANSACTIONS

(OCT 2010)

[ ]52.203-13 CONTRACTOR CODE OF

BUSINESS ETHICS AND

CONDUCT (APR 2010)

[ ] 52.204-2 SECURITY REQUIREMENTS

(AUG 1996)

[X] 52.204-7 CENTRAL CONTRACTOR

REGISTRATION (APR 2008)

[ ] 52.204-9 PERSONAL IDENTITY

VERIFICATION OF

CONTRACTOR PERSONNEL

(JAN 2011)

[ ] 52.209-6 PROTECTING THE

GOVERNMENT’S INTEREST

WHEN SUBCONTRACING

WITH CONTRACTORS

DEBARRED, SUSPENDED, OR

PROPOSED FOR DEBARMENT

(DEC 2010)

[X] 52.209-9 UPDATES OF PUBLICLY

AVAILABLE INFORMATION

REGARDING RESPONSIBILITY

MATTERS (JAN 2011)

[ ] 52.215-8 ORDER OF PRECEDENCE --

UNIFORM CONTRACT FORMAT

(OCT 1997)

[ ] 52.215-14 INTEGRITY OF UNIT PRICES

(OCT 2010)

[ ] 52.215-15 PENSION ADJUSTMENTS AND

ASSET REVISIONS

(OCT 2010)

[X] 52.215-20 REQUIREMENTS FOR

CERTIFIED COST OR PRICING

DATA AND DATA OTHER THAN

CERTIFIED COST OR PRICING

DATA (OCT 2010)

[X] 52.215-21 REQUIREMENTS FOR

CERTIFIED COST OR PRICING

DATA AND DATA OTHER THAN

CERTIFIED COST OR PRICING

DATA--MODIFICATIONS

(OCT 2010)

[X] 52.216-18 ORDERING (OCT 1995)

[X] 52.216-19 ORDER LIMITATIONS

(OCT 1995)

[X] 52.216-22 INDEFINITE QUANTITY

(OCT 1995)

[ ] 52.216-27 SINGLE OR MULTIPLE

AWARDS (OCT 1995)

[X] 52.217-9 OPTION TO EXTEND THE

TERM OF THE CONTRACT

(MAR 2000)

[X] 52.219-8 UTILIZATION OF SMALL

BUSINESS CONCERNS

(JAN 2011)

[X] 52.219-9 SMALL BUSINESS

SUBCONTRACTING PLAN

(JAN 2011)

[ ] 52.222-1 NOTICE TO THE GOVERNMENT

OF LABOR DISPUTES

(FEB 1997)

[ ] 52.222-3 CONVICT LABOR (JUN 2003)

[ ] 52.222-4 CONTRACT WORK HOURS AND

SAFETY STANDARDS ACT-

OVERTIME COMPENSATION

(JUL 2005)

[ ] 52.222-20 WALSH-HEALY PUBLIC

CONTRACTS ACT (OCT 2010)

[ ] 52.222-26 EQUAL OPORTUNITY

(MAR 2007)

[ ] 52.222-35 EQUAL OPPORTUNITY FOR

VETERANS (SEPT 2010)

[ ] 52.222-36 AFFIRMATIVE ACTION FOR

WORKERS WITH DISABILITIES

(OCT 2010)

[ ] 52-222-37 EMPLOYMENTS REPORTS

VETERANS (SEPT 2010)

[ ] 52-222-41 SERVICE CONTRACT ACT OF

1965, AS AMENDED

(NOV 2007)

[X] 52.222-42 STATEMENT OF EQUIVALENT

RATES FOR FEDERAL HIRES

(MAY 1989)

[ ] 52.222-43 FAIR LABOR STANDARDS ACT

AND SERVICE CONTRACT ACT

--PRICE ADJUSTMENT

(MULTIPLE YEAR AND

OPTION CONTRACTS)

(SEP 2009)

[ ] 52.223-3 HAZARDOUS MATERIAL

IDENTIFICATION AND

MATERIAL SAFETY DATA

(JAN 1997)

[X] 52.223-6 DRUG-FREE WORKPLACE

(MAY 2001)

[ ] 52.223-14 TOXIC CHEMICAL RELEASE

REPORTING (AUG 2003)

[ ] 52.224-1 PRIVACY ACT NOTIFICATION

(APR 1984)

[ ] 52.224-2 PRIVACY ACT(APR 1984)

[ ] 52.225-3 BUY AMERICAN ACT- NORTH

AMERICAN FREE TRADE

AGREEMENT-- ISRAELI

TRADE ACT (JUN 2009)

[ ] 52.225-5 TRADE AGREEMENTS

(AUG 2009)

[ ] 52.225-13 RESTRICTIONS ON CERTAIN

FOREIGN PURCHASES

(JUN 2008)

[ ] 52.227-1 AUTHORIZATION AND

CONSENT (DEC 2007)

[ ] 52.227-2 NOTICE AND ASSISTANCE

REGARDING PATENT AND

COPYRIGHT INFRINGEMENT

(DEC 2007)

[ ] 52.227-3 PATENT INDEMNITY

(ALTERNATE III)

(APR 1984)

[ ] 52.227-14 RIGHTS IN DATA--GENERAL

(DEC 2007)

[X] 52.228-5 INSURANCE - WORK ON A

GOVERNMENT INSTALLATION

(JAN 1997)

[ ] 52.229-3 FEDERAL, STATE, AND LOCAL

TAXES (APR 2003)

[ ] 52.232-1 PAYMENTS (APR 1984)

[X] 52.232-8 DISCOUNTS FOR PROMPT

PAYMENT (FEB 2002)

[ ] 52.232-9 LIMITATION ON WITHHOLDING

OF PAYMENTS (APR 1984)

[ ] 52.232-11 EXTRAS (APR 1984)

[ ] 52.232-17 INTEREST (OCT 2010)

[ ] 52.232-23 ASSIGNMENT OF CLAIMS

(JAN 1986)

[ ] 52.232-25 PROMPT PAYMENT (OCT 2008)

[X] 52.232-33 PAYMENT BY ELECTRONIC

FUNDS TRANSFER - CENTRAL

CONTRACTOR REGISTRATION

(OCT 2003)

[ ] 52.233-1 DISPUTES (JUL 2002)

[ ] 52.233-3 PROTEST AFTER AWARD

(AUG 1996)

[ ] 52.237-2 PROTECTION OF GOVERNMENT

BUILDINGS, EQUIPMENT, AND

VEGETATION (APR 1984)

[ ] 52.242-13 BANKRUPTCY (JUL 1995)

[ ] 52.243-1 CHANGES-FIXED PRICE

(ALT I)(APR 1984)

[ ] 52.243-7 NOTIFICATION OF CHANGES

(APR 1984)

[ ] 52.244-5 COMPETITION IN

SUBCONTRACTING (DEC 1996)

[ ] 52.245-1 GOVERNMENT PROPERTY

(AUG 2010)

[ ] 52.246-17 WARRANTY OF SUPPLIES OF

A NONCOMPLEX NATURE

(JUNE 2003)

[ ] 52.246-18 WARRANTY OF SUPPLIES OF

A COMPLEX NATURE

(MAY 2001)

[X] 52.246-20 WARRANTY OF SERVICES

(MAY 2001)

[ ] 52.246-25 LIMITATION OF LIABILITY-

SERVICES (FEB 1997)

[ ] 52.249-1 TERMINATION FOR

CONVENIENCE OF THE

GOVERNMENT (FIXED

PRICE) (SHORT FORM)

(APR 1984)

[ ] 52.249-4 TERMINATION FOR

CONVENIENCE OF THE

GOVERNMENT (SERVICES)

(SHORT FORM)(APR 1984)

[ ] 52.249-8 DEFAULT (FIXED-PRICE AND

SUPPLY SERVICE)

(APR 1984)

[ ] 52.251-1 GOVERNMENT SUPPLY

SOURCES (AUG 2010)

[X] 52.252-2 CLAUSES INCORPORATED BY

REFERENCE (FEB 1998)

[X] 52.252-4 ALTERATIONS IN CONTRACT

(APR 1984)

GSAM CLAUSES

[X] 552.203-71 RESTRICTIONS ON

ADVERTISING (SEPT 1999)

[X] 552.215-70 EXAMINATION OF RECORDS

(FEB 1996)

[X] 552.217-71 NOTICE REGARDING

OPTION(S) (NOV 1992)

[X] 552.219-71 NOTICE TO OFFERORS OF

SUBCONTRACTING PLAN

REQUIREMENTS (JUN 2005)

[X] 552.219-72 PREPARATION, SUBMISSION

AND NEGOTIATION OF

SUBCONTRACTING PLANS

(JUN 2005)

[X] 552.219-73 GOALS FOR SUBCONTRACTING

PLAN (JUN 2005)

[X] 552.232-23 ASSIGNMENT OF CLAIMS

(SEPT 1999)

[X} 552.236-75 USE OF PREMISES

(APR 1984)

[X] 552.252-6 AUTHORIZED DEVIATIONS IN

CLAUSES (DEVIATION FAR

52.252-6)(SEPT 1999)

FAR AND GSAM PROVISIONS/CLAUSES SET FORTH IN FULL TEXT THAT APPLY TO

THIS CONTRACT ARE DEPICTED BELOW:

52.203-8 CANCELLATION, RESCISSION,

AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER

ACTIVITY (JAN 1997)

(a) If the Government receives information that a contractor or a person has engaged in conduct constituting a violation of subsection (a),(b), (c), or (d) of section 27 of the Office of Federal Procurement Policy Act (41 U.S.C. 423)(the Act), as amended by section 4304 if the National Defense Authorization Act for Fiscal Year 1996 (Pub.L. 104-106), the Government may-- (1) Cancel the solicitation, if the contract has not yet been awarded or issued; or (2) Rescind the contract with respect to which— (I) The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct constitutes a violation of subsection 27(a) or (b) of the Act for the purpose of either— (A) Exchanging the information covered by such subsection for anything of value; or advantage in the award of a Federal agency procurement contract; or (ii) The head of the contracting activity has determined, based upon a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct constituting an offense punishable under subsection 27(e)(1) of the Act.

(b) If the Government rescinds the contract under paragraph (a) of this clause, the Government is entitled to recover, in addition to any penalty prescribed by law, the amount expended under the contract.

(c) The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law, regulation, or under this contract. (End of clause)

52.203-10 PRICE OR FEE ADJUSTMENT FOR

ILLEGAL OR IMPROPER

ACTIVITY (JAN 1997)

(a) The Government, at its election, may reduce the price of a fixed-price type contract and the total cost and fee under a cost-type contract by the amount of profit or fee determined as set forth in paragraph (b) of this clause if the head of the contracting activity or designee determines that there was a violation of subsection 27(a), (b), or (c) of the Office of Federal Procurement Policy Act, as amended (41 U.S.C.423), as implemented in section 3.104 of the Federal Acquisition Regulation.

(b) The price or fee reduction referred to in paragraph (a) of this clause shall be – (1) For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award; (2) For cost-plus-incentive-fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or "fee floor" specified in the contract; (3) For cost-plus-award-fee contracts – (i) The base fee established in the contract at the time of contract award; (ii) If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the Contractor for each award fee evaluation period or at each award fee determination point. (4) For fixed-price-incentive contracts, the Government may – (i)Reduce the contract target price and contract target profit both by an amount equal to the initial target profit specified in the contract at the time of contract award; or

(ii) If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price. (5) For firm-fixed-price contracts, by 10 percent of the initial contract price or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award.

(c) The Government may, at its election, reduce a prime contractor’s price or fee in accordance with the procedures of paragraph (b) of this clause for violations of the Act by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced.

(d) In addition to the remedies in paragraphs (a) and (c) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract.

(End of Clause)

52.203-12 LIMITATIONS ON PAYMENTS TO

INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (OCT 2010)

(a) Definitions. As used in this clause— “Agency” means “executive agency” as defined in Federal Acquisition Regulation (FAR) 2.101. “Covered Federal action” means any of the following actions:

(1) Awarding any Federal contract.

(2) Making any Federal grant.

(3) Making any Federal loan.

(4) Entering into any cooperative agreement. (5) Extending, continuing, renewing, amending, or modifying any Federal contract, grant, loan, or cooperative agreement. “Indian tribe” and “tribal organization” have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450b) and include Alaskan Natives. “Influencing or attempting to influence” means making, with the intent to influence, any Communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action. “Local government” means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local Government. “Officer or employee of an agency” includes the following individuals who are employed by an agency: (1) An individual who is appointed to a position in the Government under Title 5, United States Code, including a position under a temporary appointment. (2) A member of the uniformed services, as defined in subsection 101(3), Title 37, United States Code. (3) A special Government employee, as defined in section 202, Title 18, United States Code. (4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5, United States Code, appendix 2. “Person” means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law. “Reasonable compensation” means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government. “Reasonable payment” means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector. “Recipient” includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law. “Regularly employed” means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days. “State” means a State of the United States, the District of Columbia, or an outlying area of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibition. 31 U.S.C. 1352 prohibits a recipient of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal actions. In accordance with 31 U.S.C. 1352 the Contractor shall not use appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the award of this contractor the extension, continuation, renewal, amendment, or modification of this contract. (1) The term appropriated funds does not include profit or fee from a covered Federal action. (2) To the extent the Contractor can demonstrate that the Contractor has sufficient monies, other than Federal appropriated funds, the Government will assume that these other monies were spent for any influencing activities that would be unallowable if paid for with Federal appropriated funds.

(c) Exceptions. The prohibition in paragraph (b) of this clause does not apply under the following conditions: (1) Agency and legislative liaison by Contractor employees. (i) Payment of reasonable compensation made to an officer or employee of the Contractor if the payment is for agency and legislative liaison activities not directly related to this contract. For purposes of this paragraph, providing any information specifically requested by an agency or Congress is permitted at any time. (ii) Participating with an agency in discussions that are not related to a specific solicitation for any covered Federal action, but that concern— (A) The qualities and characteristics (including individual demonstrations) of the person’s products or services, conditions or terms of sale, and service capabilities; or (B) The application or adaptation of the person’s products or services for an agency’s use. (iii) Providing prior to formal solicitation of any covered Federal action any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action; (iv) Participating in technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and (v) Making capability presentations prior to formal solicitation of any covered Federal action by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Pub. L. 95-507, and subsequent amendments. (2) Professional and technical services. (i) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. (ii) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations. (iii) As used in paragraph (c)(2) of this clause, “professional and technical services” are limited to advice and analysis directly applying any professional or technical discipline (for examples, see FAR 3.803(a)(2)(iii)). (iv) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents. (3) Only those communications and services expressly authorized by paragraphs (c)(1) and (2) of this clause are permitted.

(d) Disclosure. (1) If the Contractor did not submit OMB Standard Form LLL, Disclosure of Lobbying Activities, with its offer, but registrants under the Lobbying Disclosure Act of 1995 have subsequently made a lobbying contact on behalf of the Contractor with respect to this contract, the Contractor shall complete and submit OMB Standard Form LLL to provide the name of the lobbying registrants, including the individuals performing the services. (2) If the Contractor did submit OMB Standard Form LLL disclosure pursuant to paragraph (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, and a change occurs that affects Block 10 of the OMB Standard Form LLL (name and address of lobbying registrant or individuals performing services), the Contractor shall, at the end of the calendar quarter in which the change occurs, submit to the Contracting Officer within 30 days an updated disclosure using OMB Standard Form LLL.

(e) Penalties. (1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or who fails to file or amend the disclosure to be filed or amended by paragraph (d) of this clause shall be subject to civil penalties as provided for by 31 U.S.C. 1352. An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable. (2) Contractors may rely without liability on the representation made by their subcontractors in the certification and disclosure form.

(f) Cost allowability. Nothing in this clause makes allowable or reasonable any costs which would otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any other provision.

(g) Subcontracts. (1) The Contractor shall obtain a declaration, including the certification and disclosure in paragraphs (c) and (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, from each person requesting or receiving a subcontract exceeding $150,000 under this contract. The Contractor or subcontractor that awards the subcontract shall retain the declaration. (2) A copy of each subcontractor disclosure form (but not certifications) shall be forwarded from tier to tier until received by the prime Contractor. The prime Contractor shall, at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor, submit to the Contracting Officer within 30 days a copy of all disclosures. Each subcontractor certification shall be retained in the subcontract file of the awarding Contractor. (3) The Contractor shall include the substance of this clause, including this paragraph (g), in any subcontract exceeding $150,000.

(End of clause)

52.204-7 Central Contractor Registration (OCT 2003)

(a) Definitions. As used in this clause— “Central Contractor Registration (CCR) database” means the primary Government repository for Contractor information required for the conduct of business with the Government. “Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities. “Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same parent concern. “Registered in the CCR database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and (2) The Government has validated all mandatory data fields and has marked the record “Active.”

(b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. (2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number— (i) If located within the United States, by calling Dun and Bradstreet at 1-866-705-5711 or via the Internet at http://www.dnb.com; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address, City, State, and ZIP Code. (iv) Company Mailing Address, City, State and ZIP Code (if separate from physical). (v) Company Telephone Number. (vi) Date the company was started.(vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g)(1)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

(End of clause)

52.209-7 UPDATES OF PUBLICLY

AVAILABLE INFORMATION

REGARDING RESPONSIBILITY

MATTERS (JAN 2011)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database at http://www.ccr.gov.

(b)(1) The Contractor will receive notification when the Government posts new information to the Contractor’s record. (2) The Contractor will have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them. (3)(i) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600. (ii) As required by section 3010 of Public Law 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(End of clause)

52.215-20 REQUIREMENTS FOR CERTIFIED

COST OR PRICING DATA AND

DATA OTHER THAN CERTIFIED

COST OR PRICING DATA

(OCT 2010)

(a) Exceptions from certified cost or pricing data. (1) In lieu of submitting certified cost or pricing data, offerors may submit a written request for exception by submitting the information described in the following paragraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable. (i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office. (ii) Commercial item exception. For a commercial item exception, the offeror shall submit, at a minimum, information on prices at which the same item or similar items have previously been sold in the commercial market that is adequate for evaluating the reasonableness of the price for this acquisition. Such information may include— (A) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities; (B) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market; (C) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item. (2) The offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the offeror’s determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for certified cost or pricing data. If the offeror is not granted an exception from the requirement to submit certified cost or pricing data, the following applies: (1) The offeror shall prepare and submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I. (2) As soon as practicable after agreement on price, but before contract award (except for unpriced actions such as letter contracts), the offeror shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(End of provision)

52.215-21 REQUIREMENTS FOR CERTIFIED

COST OR PRICING DATA AND

DATA OTHER THAN CERTIFIED

COST OR PRICING DATA--

MODIFICATIONS (OCT 2010)

(a) Exceptions from certified cost or pricing data. (1) In lieu of submitting certified cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth at FAR 15.403-4 on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in the following paragraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable— (i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office. (ii) Information on modifications of contracts or subcontracts for commercial items.

(A) If— (1) The original contract or subcontract was granted an exception from certified cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial item; and (2) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial item to a contract or subcontract for the acquisition of an item other than a commercial item. (B) For a commercial item exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include— (1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities. (2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market.

(3) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item. (4) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for certified cost or pricing data. If the Contractor is not granted an exception from the requirement to submit certified cost or pricing data, the following applies: (1) The Contractor shall submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I.(2) As soon as practicable after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2. (End of Clause)

52.216-18 ORDERING (OCT 1995)

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

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

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

(End of Clause)

52.216-19 ORDER LIMITATIONS

(OCT 1995)

(a) Minimum Order. When the Government requires supplies or services covered by this contract in an amount of less than (See Section H.2 of this solicitation), the Government is not obligated to furnish, 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 (See Section H.3 of this solicitation);

(2) Any order for a combination of items in excess of (See Section H.3 of this solicitation); or

(3) A series of orders from the same ordering office within five (5) days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) 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 five (5) days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 INDEFINITE QUANTITY

(OCT 1995)

(a) This is an indefinite-quantity contract for 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 of 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 extend 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 -/--/-- [Insert Date].

52.217-9 OPTION TO EXTEND THE TERM OF

THE CONTRACT (MAR 2000)

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

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

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

52.219-8 UTILIZATION OF SMALL

BUSINESS CONCERNS (JAN 2011)

(a) It is the policy of the United States that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns.

(b) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor’s compliance with this clause.

(c) Definitions. As used in this contract— “HUBZone small business concern” means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. “Service-disabled veteran-owned small business concern”— (1) Means a small business concern— (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16). “Small business concern” means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. “Small disadvantaged business concern” means a small business concern that represents, as part of its offer that— (1)(i) It has received certification as a small disadvantaged business concern consistent with 13 CFR part 124, Subpart B;(ii) No material change in disadvantaged ownership and control has occurred since its certification; (iii) Where the concern is owned by one or more individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (iv) It is identified, on the date of its representation, as a certified small disadvantaged business in the CCR Dynamic Small Business Search database maintained by the Small Business Administration, or (2)It represents in writing that it qualifies as a small disadvantaged business (SDB) for any Federal subcontracting program, and believes in good faith that it is owned and controlled by one or more socially and economically disadvantaged individuals and meets the SDB eligibility criteria of 13 CFR 124.1002. “Veteran-owned small business concern” means a small business concern— (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. “Women-owned small business concern” means a small business concern— (1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women.

(d)(1) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as a small business concern, a veteran-owned small business concern, a service-disabled veteran-owned small business concern, a small disadvantaged business concern, or a women-owned small business concern. (2) The Contractor shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing the Central Contractor Registration (CCR) database or by contacting the SBA. Options for contacting the SBA include— (i) HUBZone small business database search application web page at http://dsbs.sba.gov/dsbs/search/dsp_searchhubzone.cfm; or http://www.sba.gov/hubzone; (ii) In writing to the Director/HUB, U.S. Small Business Administration, 409 3rd Street, SW., Washington, DC 20416; or (iii) The SBA HUBZone Help Desk at hubzone@sba.gov.

(End of clause)

52.219-9 SMALL BUSINESS

SUBCONTRACTING PLAN

(JAN 2011)

a) This clause does not apply to small business concerns.

(b) Definitions. As used in this clause— “Alaska Native Corporation (ANC)” means any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C. 1601, et seq.) and which is considered a minority and economically disadvantaged concern under the criteria at 43 U.S.C. 1626(e)(1). This definition also includes ANC direct and indirect subsidiary corporations, joint ventures, and partnerships that meet the requirements of 43 U.S.C. 1626(e)(2). “Commercial item” means a product or service that satisfies the definition of commercial item in section 2.101 of the Federal Acquisition Regulation. “Commercial plan” means a subcontracting plan (including goals) that covers the offeror’s fiscal year and that applies to the entire production of commercial items sold by either the entire company or a portion thereof (e.g., division, plant, or product line). “Electronic Subcontracting Reporting System (eSRS)” means the Governmentwide, electronic, web-based system for small business subcontracting program reporting. The eSRS is located at http://www.esrs.gov. “Indian tribe” means any Indian tribe, band, group, pueblo, or community, including native villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C.A. 1601 et seq.), that is recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs in accordance with 25 U.S.C. 1452(c). This definition also includes Indian-owned economic enterprises that meet the Requirements of 25 U.S.C. 1452(e). “Individual contract plan” means a subcontracting plan that covers the entire contract period (including option periods), applies to a specific contract, and has goals that are based on the offeror’s planned subcontracting in support of the specific contract, except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract. “Master plan” means a subcontracting plan that contains all the required elements of an individual contract plan, except goals, and may be incorporated into individual contract plans, provided the master plan has been approved. “Subcontract” means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime Contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract.

(c) The offeror, upon request by the Contracting Officer, shall submit and negotiate a…