15-P-5462.docx

N65540-15-P-5462

Section B - Supplies or Services and Prices

spec op deploy 5 Specops software Specops Deploy 5.x part # DMDEP5PER01I FOB: Destination

NSN: 70301000000850

PURCHASE REQUEST NUMBER: 1300509279

FFP

ACRN AA

CIN: 130050927900001

$17,170.00

Spec ops self svr portal 2 Specops software Specops Self Service Portal 2.x part # DMSSP2PER01I FOB: Destination

NSN: 70301000000850

ACRN AA

CIN: 130050927900002

$3,430.00

spec ops deploy support specops software Specops Deploy - Support & Maintenance part # DMDEPXSAM01I Qty 1000 for 36 months FOB: Destination

ACRN AB

CIN: 130050927900003

$7,920.00

spec ops self svr portal supp Specops Self Service Portal - Support & Maintenance part # DMSSPXSAM01I Qty 1000 for 36 months FOB: Destination

ACRN AB

CIN: 130050927900004

$1,620.00

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0022 CONTRACT SUMMARY FOR PAYMENT OFFICE (FIXED PRICE) (FEB 1997)

Applicable when the entire procurement is fixed price.

Section C - Descriptions and Specifications

TERMS & CONDITIONS

Software License Agreement

The terms laid out in this software license agreement constitute a binding agreement (the “Agreement”) between Specops Software USA Inc. ( “Specops”) and a licensee (the “Licensee”) of computer software (the “Software”) produced by Specops. The Agreement governs the use of the Software as described below.

THE SOFTWARE IS LICENSED, NOT SOLD. ANY USE OF THE SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY INSTALLING, USING OR ACCESSING THE SOFTWARE THE LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. Definitions

For the purpose of this agreement, the following words shall have the following meaning:

a) Specops shall mean Specops Software USA Inc. and its affiliates.

b) Software shall mean one or more software programs and components created, distributed, published or otherwise made available by Specops to which Specops holds right and title. This includes any updates and upgrades to the Software, manuals or other documentation and any and all copies of the Software and its related materials.

c) Licensee shall mean the legal entity bound by this agreement through the use of the Software produced by Specops.

d) Agreement shall mean this Software License Agreement and the terms and conditions laid out within it.

e) License shall mean a license to utilize the Software granted to the Licensee by Specops under the terms and conditions laid out in this Agreement.

f) License Key shall mean a sequence of letters and numbers uniquely representing the License granted to the Licensee under this Agreement. The License Key also contains information about the limitations of the License and specifies in detail to which Software the License applies to.

2. Title and Ownership

The Software is protected by intellectual property and copyright law. Except for the rights expressly granted herein, the Licensee shall have no right, title or interest in the Software, including any intellectual property rights. Specops retains sole and exclusive title to all parts of the Software. The Licensee hereby assigns to Specops all right, title and interest in any improvements or modifications it makes to the Software, whether or not such modifications are permitted. Upon termination of this Agreement for any reason, the Licensee shall cease to have any rights of any kind to retain or use the Software in any way.

3. Grant of License

Subject to the terms and conditions in this Agreement and the limitations detailed in the License Key, Specops grants the Licensee a limited, non-exclusive, non-assignable and non-transferable License to utilize the Software for the duration of the term of this Agreement in exchange for the timely payment of the agreed license fees.

4. General License conditions

The Licensee shall not, or cause or permit any third party to:

a) Install or use more than the permitted number of licenses of the Software as specified in the License Key.

b) Modify, reverse engineer, decompile or disassemble the Software.

Without prior written permission from Specops the Licensee shall not, or cause or permit any third party to:

c) Create derivative works based on the Software.

d) Sell, assign, sublicense or transfer any rights in the Software. e) Offer, use or provide access to the Software to any third party. f) Distribute or transfer copies of the Software to any third party.

5. License limitation

The License is limited to a specified number of individuals or computers as detailed in the License Key used by the Licensee to unlock the functionality of the Software:

(i) Computer license. The Licensee may install, use, access, display and run one copy of the Software on as many computers as specified in the License Key.

(ii) User license. The Licensee may enable as many Active Directory user accounts as specified in the License Key to use, access and display the Software.

6. Term and Termination

Unless agreed otherwise, the term of this Agreement begins on the date when the Licensee accepts this Agreement and installs or otherwise uses the Software.

The end date of the term depends on the properties of the License Key used with the Software as specified below:

(i) Perpetual License. The term of the Agreement is perpetual and the Agreement does not expire unless terminated by either party.

(ii) Subscription License. The term of the Agreement ends on the expiration date specified in the License Key issued to the Licensee.

The Licensee may terminate the Agreement at any time by written notification to Specops, upon which Specops must acknowledge that the Agreement has been terminated.

Specops may terminate the Agreement at any time if:

a) The Licensee commits any act of insolvency, including, without limitation, being the subject of a petition for bankruptcy, filing for voluntary bankruptcy, filing for protection from its creditors, filing or making a plan of arrangement, or having a receiver appointed over its business or assets.

b) It determines that the Software infringes upon a third party’s intellectual property rights.

If the Agreement is terminated for any reason, the Licensee shall immediately cease all use of the Software and return to Specops or, at Specops’ request, destroy all copies of the Software and certify in writing that such has taken place.

7. Support and Maintenance Services

Support and Maintenance services covering the Software may be purchased separately by the Licensee.

The terms and conditions of such services are covered in the separate Support and Maintenance Agreement accompanying such a purchase.

8. Limited Software Warranty

Specops warrants that it is the owner of the Software. If any third party alleges that the Licensee’s use of the Software infringes its rights, Specops will be responsible for responding to that allegation provided that the Licensee:

a) Provides prompt written notice of the claim.

b) Allows Specops to have full carriage of the response to such claims, including the right to enter into any settlement agreement.

If Specops determines that the Software infringes on any third party’s rights, it may seek to procure any necessary licenses or modify the Software as to render it non-infringing.

9. Disclaimer of Warranty and Liability

Specops always uses its best effort to ensure that the Software works as documented. However, Specops does not warrant that the Software is: (a) fit for any particular purpose, (b) compatible with any particular software or hardware, (c) error free or (d) able to operate without interruption.

The Software is designed to assist the Licensee and its agents in the performance of professional activities and is not intended to replace their professional skill and judgment. Subject to the terms and conditions of this Agreement, the Licensee shall retain full responsibility for its use of the Software and assumes all risk and liability for any and all consequences following therefrom.

THE WARRANTY PROVIDED HEREIN IS THE SOLE AND EXCLUSIVE REMEDY FOR ANY SOFTWARE DEFECTS OR NON-CONFORMITY. ALL OTHER EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS AND/OR CONDITIONS HOWSOEVER ARISING ARE HEREBY EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL SPECOPS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR ECONOMIC LOSSES OF ANY KIND ARISING FROM OR RELATING IN ANY WAY TO THE POSSESSION, INSTALLATION OR USE OF THE SOFTWARE

IN NO EVENT SHALL SPECOPS’ LIABILITY TO THE LICENSEE, HOWSOEVER ARISING, EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY THE LICENSEE OR FIVE EUROS (EUR 5.00), WHICHEVER IS GREATER.

For greater certainty, the word “Specops” as used herein, shall mean Specops Software USA Inc. and its related companies and affiliates, its and their shareholders, officers, directors, employees and agents.

10. Fees & Notices

All required notices to Specops hereunder shall be delivered to one of the valid Specops points of contact as specified at www.specopssoft.com.

All amounts payable by the Licensee under this Agreement shall be paid upon receipt of an invoice unless otherwise agreed in writing.

11. Export Law and Other Legal Assurances

The Licensee may not export, re-export, download or otherwise use the Software except as permitted by applicable law.

12. Use of the Licensee’s Name and Logotype

Specops may request permission from the Licensee to use its company name and/or logotype on the Specops web site for the sole purpose of indicating the existence of a customer relationship between the Licensee and Specops. When such requests are received, the Licensee shall respond without unreasonable delay.

13. Software Audit

Specops may request an audit of the Licensee’s use of the Software for compliance with this Agreement at any time during the term of the Agreement. The Licensee agrees to promptly respond to such requests and assist Specops in any way necessary to complete the audit procedure.

14. Non-assignment

The Licensee may not assign any of its rights or obligations hereunder without Specops’ prior written consent and any such attempted assignment shall be null and void.

15. No Third Party Benefit

This Agreement is entered into for the sole benefit of the named parties and nothing herein shall be construed as to create any obligation or benefit to any other person or entity.

16. Force Majeure

If the performance of any part of this Agreement is prevented or delayed by acts of civil or military authority, flood, fire, epidemic, war or riot or other acts beyond the reasonable control of either party, the party affected shall be excused from such performance only during the continuance of any such event.

17. Severability

The invalidity in whole or in part of any provision in this Agreement shall not affect the validity of any other provision, which shall remain in effect and be revised and interpreted as may be required to make it lawful and enforceable.

18. Amendments and Waiver

No amendment, waiver, alteration or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by both parties.

19. Entire Agreement

Except as expressly herein provided, this document constitutes the entire agreement between Specops and the Licensee with respect to the Software and there are no other promises, collateral agreements, representations, conditions, warranties etc. relating the subject matter hereof.

20. Governing Law and Dispute Resolution

The laws of the State of Delaware and the laws of the United States of America applicable therein without reference to conflicts of law principles shall exclusively govern this Agreement and any related dispute between the parties. However, nothing herein shall prevent either party from seeking or obtaining interim relief from a court of competent jurisdiction.

BY ACCEPTING THIS AGREEMENT AND/OR USING THE SOFTWARE THE LICENSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS SET FORTH HEREIN.

The software offered to you is provided under the following terms:

The products are licensed according to the Software License Agreement. Please refer to document attached to this quote.

Quotation validity, duration and/or expiration is subject to a pre-determined period as reflected in the Purchase Order.

If issuing a Purchase Order, please make sure our current company address is on the PO. Payment can be made by Check, Electronic Wire Transfer or Credit Card (American Express, Visa, MasterCard).

Specops will make every effort to deliver products online within 2 working days of receiving your order.

Section D - Packaging and Marking

HQ D-1-0002 PACKAGING LANGUAGE (W/O MILITARY SPECIFICATIONS)

Item(s) The supplies furnished hereunder shall be packaged in accordance with best commercial practice.

(End of Text)

NOTES

· Language may be tailored and/or additional requirements added.

Section E - Inspection and Acceptance

HQ E-1-0003 INSPECTION AND ACCEPTANCE LANGUAGE FOR F.O.B. DESTINATION DELIVERIES

Item(s) __ - Inspection and acceptance shall be made at destination by a representative of the Government.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

Section F - Deliveries or Performance

All supplies hereunder shall be delivered with all transportation charges prepaid, in accordance with the clause hereof entitled "F.O.B. DESTINATION" (FAR 52.247-34) in accordance with the

X DELIVERY INFORMATION herein.

Shipping Instruction Data, NAVSEA 4336/1, attached hereto.

(Contracting Officer select one as applicable to the acquisition)

The Contractor shall not ship directly to a military air or water port terminal without authorization by the cognizant Contract Administration Office.

Except when the Material Inspection and Receiving Report (MIRR) (DD 250) is used as an invoice, the Contractor shall enter unit prices on all MIRR copies. Contract line items shall be priced using actual prices, or if not available, estimated prices. When the price is estimated, an "E" shall be entered after the price.

All data to be furnished under this contract shall be delivered prepaid to destination(s) at the time(s) specified on the Contract Data Requirements List(s), DD Form 1423.

DELIVERY INFORMATION

MICHAEL JACOBI

1601 LANGLEY AVENUE, BLDG 542E

PHILADELPHIA PA 19112-5051

215-897-8412 FOB: Destination N65540

N65540

N65540

N65540

Section G - Contract Administration Data

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause--

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

SAP

(Contracting Officer: Insert applicable document type(s). Note: If a “Combo” document type is identified but not supportable by the Contractor's business systems, an “Invoice” (stand-alone) and “Receiving Report” (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

(Contracting Officer: Insert inspection and acceptance locations or “Not applicable”.)

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table* Field Name in WAWF Data to be entered in WAWF

(*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple ship to/acceptance locations apply, or “Not applicable.”)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

APRIL.BARNA@NAVY.MIL

(Contracting Officer: Insert applicable email addresses or “Not applicable.”)

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

JAMEAL.HOLLIS@NAVY.MIL 215-897-7718

RICHARD.A.FORD@NAVY.MIL 301-227-1166

(Contracting Officer: Insert applicable information or “Not applicable.”)

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

HQ G-2-0004 PURCHASING OFFICE REPRESENTATIVE

PURCHASING OFFICE REPRESENTATIVE: Deno Montgomery

COMMANDER

ATTN: John Striano

NAVAL SEA SYSTEMS COMMAND

5001 S. Broad St.

Philadelphia, PA 19112 Telephone No. 215-897-1962 Fax No. 215-897-7902 Email Address: Deno.Montgomery@Navy.mil

ACCOUNTING AND APPROPRIATION DATA

AA: 97X4930 NH1C 260 77777 0 050120 2F 000000

COST CODE: A00002947676

AMOUNT: $20,600.00

CIN 130050927900001: $17,170.00

CIN 130050927900002: $3,430.00

AB: 97X4930 NH1C 233 77777 0 050120 2F 000000

COST CODE: A00002947676

AMOUNT: $9,540.00

CIN 130050927900003: $7,920.00

CIN 130050927900004: $1,620.00

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JULY 2013)

(a) Definitions. As used in this clause--

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ( X) is, ( ) is not a small business concern under NAICS Code 511210- assigned to contract number N65540-15-P-5462.

(Contractor to sign and date and insert authorized signer's name and title).

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (MAY 2015)

(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(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) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509).

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

___ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (July 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

___ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug, 2013) (31 U.S.C. 6101 note).

____ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (July 2013) (41 U.S.C. 2313).

____ (10) [Reserved]

____ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

____ (ii) Alternate I (NOV 2011) of 52.219-3.

____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

____ (ii) Alternate I (JAN 2011) of 52.219-4.

____ (13) [Reserved]

____ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

____ (ii) Alternate I (NOV 2011).

____ (iii) Alternate II (NOV 2011).

____ (15)(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.

____ (16) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (15 U.S.C. 637(d)(2) and (3)).

____ (17)(i) 52.219-9, Small Business Subcontracting Plan (OCT 2014) (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 (OCT 2014) of 52.219-9.

____ (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

____ (19) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

____ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

____ (22) 52.219-28, Post Award Small Business Program Rerepresentation (July 2013) (15 U.S.C. 632(a)(2)).

____ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (July 2013) (15 U.S.C. 637(m)).

X (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (July 2013) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (JAN 2014) (E.O. 3126).

X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

X (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

X (30) 52.222-36, Equal Opportunity for Workers with Disabilities (July 2014) (29 U.S.C. 793).

X (31) 52.222-37, Employment Reports on Veterans (July 2014) (38 U.S.C. 4212).

X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (33)(i) 52.222-50, Combating Trafficking in Persons (March 2, 2015) (22 U.S.C. chapter 78 and E.O. 13627).

____ (ii) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

____ (34) 52.222-54, Employment Eligibility Verification (Aug 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

____ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

____ (36) (i) 52.223-13, Acquisition of EPEAT® Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (Jun 2014) of 52.223-13.

____ (37)(i) 52.223-14, Acquisition of EPEAT® Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (Jun 2014) of 52.223-14.

____ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

____ (39)(i) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Jun 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (Jun 2014) of 52.223-16.

____ (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

X (41) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

____(42) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

____ (ii) Alternate I (May 2014) of 52.225-3.

____ (iii) Alternate II (May 2014) of 52.225-3.

____ (iv) Alternate III (May 2014) of 52.225-3.

____ (43) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

____ (44) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

____ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

____ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150

____ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

____ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

____ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

____ (50) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (July 2013) (31 U.S.C. 3332).

____ (51) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (July 2013) (31 U.S.C. 3332).

____ (52) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

____ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

____ (54)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

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

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

_____(1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495).

_____ (2) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

_____ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

_____ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (Multiple Year and Option Contracts) (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

_____ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

_____ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67).

_____ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).

_____ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O. 13658).

_____ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792).

_____ (10) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 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) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (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) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (APR 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (JUL 2014) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

(ix) 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.

(x) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter 67).

(xi) _____ (A) 52.222-50, Combating Trafficking in Persons (March 2, 2015) (22 U.S.C. chapter 78 and E.O. 13627).

_____ (B) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

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

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

(xiv) 52.222-54, Employment Eligibility Verification (Aug 2013).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O. 13658).

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

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://farsite.hill.af.mil/

Section J - List of Documents, Exhibits and Other Attachments

HQ J-2-0002 CONTRACT LANGUAGE FOR SECTION J

The following document(s), exhibit(s), and other attachment(s) form a part of this contract:

Contract Data Requirements List, DD Form 1423 – Exhibits , , page(s);

Shipping Instruction Data, NAVSEA Form 4336/1 – Attachment , , page(s);

Financial Accounting Data Sheet(s) – Attachment , , page(s);

Contract Security Classification Specification, DD Form 254 – Attachment , , page(s);

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