ROUGH DRAFT HSFE70-12-R-0045.doc

SECTION B - CONTINUATION BLOCK

B.1 PRICE/COST SCHEDULE

SEE SECTION D.1 ATTACHMENT. COMPLETE ATTACHED PRICE/COST SCHEDULE WORKSHEET.

ITEM DESCRIPTION OF QTY UNIT UNIT

NO. SUPPLIES/SVCS PRICE

0001 0.00 ___________________

BASE YEAR

1-50 Consumable Medical Supplies (CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 0001 must display the total price (CM-000) for the cost of 1-50 CMS kits.

0001A 0.00 ___________________ kit items (a la carte) to be determined at the time of delivery order. See

Attachment 1, items CM-001 through

CM-093, for individual pricing.

0002 0.00 ___________________

51-100 Consumable Medical Supplies

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 0002 must display the total price (CM-000) for the cost of 51-100

CMS kits.

0002A 0.00 ___________________

51-100 a la carte Consumable Medical

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

0003 0.00 ___________________

101-300 Consumable Medical Supplies

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 0003 must display the total price (CM-000) for the cost of 101-300

0003A 0.00 ___________________

101-300 a la carte Consumable Medical

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

0004 0.00 ___________________

301-500 Consumable Medical Supplies

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 0004 must display the total price (CM-000) for the cost of 301-500

0004A 0.00 ___________________

301-500 a la carte Consumable Medical

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

0005 0.00 ___________________

501-702 Consumable Medical Supplies

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, Items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 0005 must display the total price (CM-000) for the cost of 501-702

0005A 0.00 ___________________

501-702 a la carte Consumable Medical

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

0006 0.00 ___________________

Delivery TBD 1001 0.00 ___________________

OPTION PERIOD 1

kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 1001 must display the total price (CM-000) for the cost of 1-50 CMS kits.

1001A 0.00 ___________________

OPTION PERIOD 1

1-50 Consumable Medical Supplies (CMS) kit items (a la carte) to be determined at the time of delivery order. See

Attachment 1, items CM-001 through

1002 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 1002 must display the total price (CM-000) for the cost of 51-100

1002A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

1003 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 1003 must display the total price (CM-000) for the cost of 101-300

1003A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

1004 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 1004 must display the total price (CM-000) for the cost of 301-500

1004A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

1005 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, Items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 1005 must display the total price (CM-000) for the cost of 501-702

1005A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

1006 0.00 ___________________

2001 0.00 ___________________

OPTION PERIOD 2

kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 2001 must display the total price (CM-000) for the cost of 1-50 CMS

2001A 0.00 ___________________ kit items (a la carte) to be determined at the time of delivery order. See

Attachment 1, items CM-001 through

2002 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 2002 must display the total price (CM-000) for the cost of 51-100

2002A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

2003 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 2003 must display the total price (CM-000) for the cost of 101-300

2003A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

2004 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 2004 must display the total price (CM-000) for the cost of 301-500

2004A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

2005 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, Items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 2005 must display the total price (CM-000) for the cost of 501-702

2005A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

2006 0.00 ___________________

3001 0.00 ___________________

OPTION PERIOD 3

kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 3001 must display the total price (CM-000) for the cost of 1-50 CMS kits.

3001A 0.00 ___________________

OPTION PERIOD 3

1-50 Consumable Medical Supplies (CMS) kit items (a la carte) to be determined at the time of delivery order. See

Attachment 1, items CM-001 through

3002 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 3002 must display the total price (CM-000) for the cost of 51-100

3002A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

3003 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 3003 must display the total price (CM-000) for the cost of 101-300

3003A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

3004 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 2, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 3004 must display the total price (CM-000) for the cost of 301-500

3004A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

3005 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, Items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 3005 must display the total price (CM-000) for the cost of 501-702

3005A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

3006 0.00 TBD

4001 0.00 ___________________

OPTION PERIOD 4

kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 4001 must display the total price (CM-000) for the cost of 1-50 CMS

4001A 0.00 ___________________ kit items (a la carte) to be determined at the time of delivery order. See

Attachment 1, items CM-001 through

4002 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 4002 must display the total price (CM-000) for the cost of 51-100

4002A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

4003 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 4003 must display the total price (CM-000) for the cost of 101-300

4003A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

4004 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 4004 must display the total price (CM-000) for the cost of 301-500

4004A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

4005 0.00 ___________________

(CMS) kits

Items must be individually priced to provide a unit price and total price.

See Attachment 1, Items CM-001 through

CM-093, for individual pricing. CLIN

Item Number 4005 must display the total price (CM-000) for the cost of 501-702

4005A 0.00 ___________________

Supplies (CMS) kit items. See

Attachment 1, items CM-001 through

4006 0.00 TBD

B.2 PERIOD OF PERFORMANCE

The Period of Performance for CLIN 0001-0006 shall be from date of contract award through 12 months.

1. If Option 1 is exercised, the Period of Performance for CLIN _______________ shall be from the effective date of the option through 12 months.

2. If Option 2 is exercised, the Period of Performance for CLIN ________________ shall be from the effective date of the option through 12 months.

3. If Option 3 is exercised, the Period of Performance for CLIN_________________ shall be from the effective date of the option through 12 months.

4. If Option 4 is exercised, the Period of Performance for CLIN _________________ shall be from the effective date of the option through 12 months.

B.3 IDENTIFICATION OF GOVERNMENT OFFICIALS

The Government Officials assigned to this contract are as follows:

Administrative Contracting Officer:

Name:

Carolyn M. Knight

Phone:

202-646-3977

Email:

Carolyn.Knight@fema.dhs.gov

The Government Officials assigned to this contract are as follows:

Administrative Contract Specialist:

Name:

Chase Smith

Phone:

202-646-3089

Email:

Chase.Smith@fema.dhs.gov

Contracting Officer's Technical Representative:

Name:

Charlene Browning

Phone:

202-212-2384

Email:

Carlene.Browning@fema.dhs.gov B.4

DESCRIPTION OF WORK

Consumable Medical Supplies

B.4.1 Background:

Historically, there has been an absence of adequate and appropriate support and care for disaster survivors who require Consumable Medical Supplies (CMS) within shelters. The CMS list herein has been developed by the FEMA Office of Disability Integration and Coordination with guidance from subject matter experts in emergency management and medical care. This document identifies, and requests basic consumable medical supplies necessary to sustain and support, a 100 person shelter for a 72 hour period, which FEMA may provide as supplemental assistance to shelter providers, when requested by a State, pursuant to Section 403 (b) of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (Public Law 93-288) as amended.

B.4.2 Scope:

FEMA is establishing a contracting vehicle for procuring a completely kitted and packaged CMS Kit, herein defined as “CM-000.” CM-000 consists of line items CM-001 through CM-093 (listed in B.4.10). Contractor(s) shall provide CM-000, and/or individual CMS listed in paragraph B.4 on an a la carte basis, as requested by FEMA in both steady state to maintain stock levels, and for rapid deployment under emergency conditions.

B.4.3 Steady State:

Contractor (s) shall be able to deliver two (2) CM-000 kits, to each FEMA Distribution Center located in the continental US (CONUS) and outside the continental US (OCONUS) within 7 days of request. No substitutions or partial deliveries will be permitted without the prior approval of the FEMA Contracting Officer, or Contracting Officer Representative.

Contractor (s) shall be able to provide a la carte the items described in the quantities requested by FEMA, for delivery to locations specified by FEMA, within 7 days of the request. The maximum quantity during Steady State would be two times that particular line item quantity per kit for CONUS DCs and one times that quantity for OCONUS DCs for the 25 life-cycle items. CONUS DCs stock 2 CMS kits & OCONUS DCs stock 1 CMS kit.

B.4.4 Emergency Response/Surge Delivery:

Contractor(s) shall be able to deliver up to seven hundred and two (702) CM-000 kits, and/or individual CMS on an ala carte basis as requested by FEMA for emergency response, for delivery within 48 hours of task order, and to any location within the CONUS or OCONUS (U.S. territories) specified by FEMA.

B.4.5 Delivery Locations:

Site 1 DC Frederick

4420 Buckeystown Pike

FEDAAC Code 703230

Frederick, MD 21704

Fema-lc-frederick-manager@dhs.gov Site 2

DC Atlanta

3780 South Side

Industrial Court

FEDAAC Code 704331

Atlanta, GA 30354

Fema-lc-atlanta-manager@dhs.gov Site 3

DC Fort Worth

501 West Felix St. Bldg 12

FEDAAC Code 7074FS

Fort Worth, TX 76115

Fema-lc-fortworth-manager@dhs.gov Site 4

DC Moffett Field

NASA Ames Research Center Bldg 144 door 7

FEDAAC Code 709AAA

Moffett Field, CA 94035

Fema-lc-moffett-manager@dhs.gov Site 5

DC Hawaii

99-1269 Iweana Street

FEDAAC Code 709242

Aiea, HI 96701

Fema-lc-hawaii-manager@dhs.gov Site 6

DC Guam

Bldg 100

FEDAAC Code 70X454

Barrigada, GU 96913

Fema-lc-guam-manager@dhs.gov Site 7

DC Puerto Rico

DC Caribbean: San Juan Industrial Park

Main Bldg FEMA/Facilities; State Road

PR 1, KM 25.1 Quebrada Arenas Ward

San Juan, PR 00926

Fema-lc-puertorico-manager@dhs.gov Site 8

CONUS

Any location within the continental United States to be determined at the time of order Site 9

OCONUS

Any location outside of the continental United States that is a United States Territory to be determined at the time of order B.4.6 Non-Emergency Requirements

In accordance with this contract, the Government shall make requests through delivery orders. FEMA shall submit all requests for non-emergency requirements in writing to the Point of Contact provided by the Contractor.

B.4.7 Emergency Requirements

FEMA may submit requests for emergency requirements either in writing or verbally. Delivery orders may be made and shall be accepted verbally for emergency requirements. Verbal orders must be confirmed by a written delivery order within five (5) days of the respective verbal order. Only the Contracting Officer has authorization to place verbal orders under this contract.

B.4.8 Delivery Order Instructions

SEE SECTION D.2 ATTACHMENT for delivery order instructions.

B.4.9 Minimum and Maximum Quantities For Multiple Award Contracts As referred to in paragraph (b) of FAR Clause 52.216-22, “Indefinite Quantity” of this contract, the guaranteed contract minimum is 2 kits to include the base and option periods. The contract ceiling amount shall not exceed 702 kits.

B.4.10 Deliverables Complete 93-line item CMS kit (CM-000) consists of line items CM-001 through CM-093. The complete CMS kit contains 25 perishable line items (HIGHLIGHTED) in yellow: CM-003, CM-014, CM-015, CM-017, CM-018, CM-023, CM-024,CM-025, CM-026, CM-032, CM-054, CM-055, CM- 058, CM-60, CM-61,CM-062, CM-067, CM-071, CM-075, CM-076,CM-078, CM080, CM-083, CM-090, and CM-091. All items should be brand name or equivalent.

for 2 infants 448 ounces per week

Range: 2 - 8 ounces

(Range in box size: 20-40 count) 100 each Quart

100 each Gallon

Water-resistant Drape Packet of 3% Hydrogen Peroxide Two Cotton-tipped Applicators Tracheotomy Brush Two Pipe Cleaners Four Gauze Pads, 4” x 4” Tracheotomy Dressing Twill Tape, 1/2” x 36” 2 each

CM-045

FEMA reserves the right to modify the contents of each CMS Kit order, based on this list. Dependent on the disaster-specific needs of the affected population, Items are not to be substituted unless approved by the Contracting Officer. Highlighted items must include expiration dates.

SECTION C - CLAUSES

C.1 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):

http://www.acquisition.gov/far/index.html

52.202-1

DEFINITIONS

JUL 2004

52.203-3

GRATUITIES

APR 1984

52.203-7

ANTI-KICKBACK PROCEDURES

OCT 2010

52.203-5

COVENANT AGAINST CONTINGENT FEES

APR 1984

52.203-8

CANCELLATION, RESCISSION, AND RECOVERY

JAN 1997

OF FUNDS FOR ILLEGAL OR IMPROPER

ACTIVITY

52.203-12

LIMITATION ON PAYMENTS TO INFLUENCE

OCT 2010

CERTAIN FEDERAL TRANSACTIONS

52.212-4

CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS

52.232-18

AVAILABILITY OF FUNDS

APR 1984

52.243-1

CHANGES—FIXED-PRICE

AUG 1987

52.462-2

INSPECTION OF SUPPLIES—FIXED-PRICE

AUG 1996

(END CLAUSE)

C.2 ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2-1 52.209-9 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.

C.2-2 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 XX/XX/XX12 through XX/XX/XX13.

(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.

C.2-3 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, 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 702;

(2) Any order for a combination of items in excess of 702; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in paragraph (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 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.

C.2-4 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 XX/XX/XX13.

C.2-5 52.217-7 OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days of the current year of the contract. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

C.2-6 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 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 five (5) years.

C.2-7 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC 2003)

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Representative (COR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COR under the contract.

(b) The Contracting Officer cannot authorize the COR or any other representative to sign documents, such as contracts, contract modifications, etc., that require the signature of the Contracting Officer.

C.2-8 HSAR 3052.209-70 PROHIBITION ON CONTRACTS WITH CORPORATE EXPATRIATES (JUN 2006)

(a) Prohibitions.

Section 835 of the Homeland Security Act, 6 U.S.C. 395, prohibits the Department of Homeland Security from entering into any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defined in this clause, or with any subsidiary of such an entity. The Secretary shall waive the prohibition with respect to any specific contract if the Secretary determines that the waiver is required in the interest of national security.

(b) Definitions. As used in this clause:

Expanded Affiliated Group means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting 'more than 50 percent' for 'at least 80 percent' each place it appears.

Foreign Incorporated Entity means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act, 6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)--

(1) The entity completes the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

(2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held--

(i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or

(ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership; and

(3) The expanded affiliated group which after the acquisition includes the entity does not have substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded affiliated group.

Person, domestic, and foreign have the meanings given such terms by paragraphs (1), (4), and (5) of section 7701(a) of the Internal Revenue Code of 1986, respectively.

(c) Special rules. The following definitions and special rules shall apply when determining whether a foreign incorporated entity should be treated as an inverted domestic corporation.

(1) Certain stock disregarded. For the purpose of treating a foreign incorporated entity as an inverted domestic corporation these shall not be taken into account in determining ownership:

(i) stock held by members of the expanded affiliated group which includes the foreign incorporated entity; or

(ii) Stock of such entity which is sold in a public offering related to an acquisition described in section 835(b)(1) of the Homeland Security Act, 6 U.S.C. 395(b)(1).

(2) Plan deemed in certain cases. If a foreign incorporated entity acquires directly or indirectly substantially all of the properties of a domestic corporation or partnership during the 4- year period beginning on the date which is 2 years before the ownership requirements of subsection (b)(2) are met, such actions shall be treated as pursuant to a plan.

(3) Certain transfers disregarded. The transfer of properties or liabilities (including by contribution or distribution) shall be disregarded if such transfers are part of a plan a principal purpose of which is to avoid the purposes of this section.

(d) Special rule for related partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 U.S.C. 395(b) to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common control (within the meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership.

(e) Treatment of Certain Rights.

(1) Certain rights shall be treated as stocks to the extent necessary to reflect the present value of all equitable interests incident to the transaction, as follows: (i) Warrants; (ii) Options; (iii) Contracts to acquire stock; (iv) Convertible debt instruments; (v) Others similar interests.

(2) Rights labeled as stocks shall not be treated as stocks whenever it is deemed appropriate to do so to reflect the present value of the transaction or to disregard transactions whose recognition would defeat the purpose of section 835.

(f) Disclosure. The offeror under this solicitation represents that [Check one]:

[ ]it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73; []it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it has submitted a request for waiver pursuant to 3009.104-74, which has not been denied; or []it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it plans to submit a request for waiver pursuant to 3009.104-74.

(g) A copy of the approved waiver, if a waiver has already been granted, or the waiver request, if a waiver has been applied for, shall be attached to the bid or proposal.

(End of Addendum to 52.212-4)

C.3 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (AUG 2011)

(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 (g)).

(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 (Oct 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:

[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).

[X] (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 (JUN 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 (JUL 2010) (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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Public Law 110-161)

[] (8) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (JAN 2011) (15 U.S.C. 657a).

[] (9) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (10) [Reserved]

[X] (11)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-6.

[] (iii) Alternate II (Mar 2004) of 52.219-6.

[] (12)(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.

[X] (13) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637(d)(2) and (3)).

[] (14)(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.

[X] (15) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

[] (16) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (17)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer.)

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

[] (18) 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).

[] (19) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (20) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

[X] (21) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C 632(a)(2)).

[] (22) 52.219-29 Notice of Total Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (APR 2011).

[] (23) 52.219-30 Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (APR 2011).

[X] (24) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[X] (25) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010) (E.O. 13126).

[X] (26) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[X] (27) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

[X] (28) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

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

[X] (30) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (31) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[] (32) 52.222-54, Employment Eligibility Verification (Jan 2009). (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.)

[] (33)(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.)

[] (34) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).

[] (35)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

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

[X] (36) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

[X] (37) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-10d).

[] (38)(i) 52.225-3, Buy American Act--Free Trade Agreements-- Israeli Trade Act (JUN 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53 and 109-169, 109-283, and 110-138).

[] (ii) Alternate I (Jan 2004) of 52.225-3.

[] (iii) Alternate II (Jan 2004) of 52.225-3.

[] (39) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (40) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (41) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

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

[] (43) 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)).

[] (44) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

[X] (45) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

[] (46) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

[] (47) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

[] (48) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

[] (49)(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:

[] (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, et seq.).

Employee Class Monetary Wage-Fringe Benefits

[] (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, et seq.).

[] (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 seq.).

[] (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 U.S.C. 351, et seq.).

[] (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, et seq.).

[] (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 (SEP 2008) (31 U.S.C. 5112(p)(1)).

(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.O. 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, et seq.).

(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, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (FEB…