TW Metals_ATTACHMENT A_CONTINUATION TEXT_Redacted.pdf

SPE8E4-26-D-0002-Attachment A TW Metals LLC, Cage 8V607

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d. Product Support. The scope of work under the Metals IDIQ contract includes the total logistics support of the Metals requirements of the military installations, federal activities, and other authorized customers in the CONUS, Alaska, Hawaii, and worldwide via CONUS CCPs. The requirements covered include, but are not limited to: aluminum, stainless steel, carbon steel, copper, brass, titanium, nickel and nickel alloys; and other industrial metals in various forms, such as: wire, plate, sheet, strip, bar, angle, extrusions, pipe, tube, and any other shape required by the ordering activities in Federal Supply Classes (FSCs): 4710, 9505, 9510, 9515, 9520, 9525, 9530, 9535, and 9540. All items are commercial products. All items are to conform to the manufacturer’s commercial specifications. The Contracting Officer retains full authority to determine whether or not a requirement is within the scope of the resultant contract(s). Scope determinations rendered by the Contracting Officer are requirement-specific and do not constitute future scope approvals for similar products.

e. Pricing. The PEL unit prices set forth in TW’s proposal dated are applicable to the items specified in this contract. The prices for the PEL accepted by the Government are hereby awarded as ceiling prices and are located in Attachment 1. There are five (5) pricing periods under the resultant contract, which are sequential: Period 1:

Two (2) Years; Period 2: Two (2) Years; Period 3: Two (2) Years; Period 4: Two (2) Years; and Period 5: Two (2) Years. The prices constitute a not to exceed CEILING PRICE for the first three (3) months of the BASE PERIOD* (two-year term) and for the first three (3) months of each OPTION PERIOD (four (4) two-year terms). There is no established ceiling price for non-PEL items. After the expiration of the PEL ceiling prices, all delivery orders will continue to be competed amongst the multiple award contract holders and be evaluated in accordance with the evaluation criteria specified in each individual Request for Quotation (RFQ), with no ceiling applicable. In accordance with FAR 47.303-6, this contract is awarded on the basis of delivery F.O.B. Destination, for all resultant contract delivery orders.

*PEL pricing for the first THREE MONTHS of the BASE PERIOD will take effect after the implementation period. TLS Contractors must honor their awarded PEL ceiling prices for the first three months of the base period (2-year term) and the first three months of each option term (four (4) two-year terms).

Contract prices shall be reduced by the value of any rebates, discounts, payments, fees, and/or remittances of any kind received by the TLS Contractor from its subcontractor(s) or supplier(s) in connection with its fulfillment of that contract line item. They shall not include the value of any markups, fees, charges, or other costs imposed upon the TLS Contractor by any affiliate(s) (see FAR 2.101) of the TLS Contractor above and beyond what the affiliate pays its supply source. In the case of an awardee that is a joint venture, the acquisition price**, shall be fixed at the lowest price available to the joint venture or any of its constituent entities and shall not include a) the value of any markups, fees, charges, or other costs imposed upon the joint venture by its constituent entities or any affiliate(s) (see FAR 2.101) of its constituent entities, or b) the value of any markups, 3 | P a g e fees, charges, or other costs imposed upon the joint venture’s constituent entities by any affiliate(s) (see FAR 2.101) of its constituent entities.

**The acquisition price is defined as the actual invoice price of the product that the TLS Contractor pays its subcontractor or supplier for the material ordered under a contract line item, less the value of any rebates, discounts, payments, fees, and/or remittances of any kind received by the TLS Contractor from its subcontractor(s) or supplier(s) in connection with its fulfillment of that contract line item.

NOTE: TLS Contractors are encouraged, when competing for PEL delivery orders, to provide a quote less than their ceiling price.

f. Term. The effective date of this contract will be September 25, 2026, with a base ordering period of two (2) years and four (4) two-year option periods, for a maximum term of ten (10) years and final expiration date of September 24, 2036. This contract contains a provision for unilateral option(s) on the part of the Contracting Officer to extend the term of the contract by up to four (4) option periods of two (2) years each in accordance with FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000).

Submission of a proposal in response to Solicitation SPE8E4-25-R-0001 was considered the offeror's acceptance of the option provision.

g. Ramp-up/Implementation Plan. It should be noted that the base period includes a 60-day ramp-up/implementation period, if needed, after award. The implementation period (or ramp-up period) is a maximum of 60 calendar days beginning at the effective date of the contract. The TLS Contractor is expected to begin filling customer orders before the end of the implementation period. The TLS Contractor is required to provide its implementation plan to DLA Troop Support no more than seven (7) calendar days after award. Implementation of the contract shall include ensuring that all performance metrics can be accomplished, a purchasing system is in place in accordance with the Statement of Work (SOW) and successful testing of ANSI X12 transactions sets. At a minimum, the 855 Purchase Order Acknowledgment and 810 Invoice transactions must be tested with successful results obtained in order to perform. During the implementation period, the incumbent TLS contractor(s) will remain the principal source of supplies.

Performance failure during this period may result in the termination of the contract for cause. The order of precedence for customer support is (1) the incumbent TLS Contractor(s) (2) the new TLS Contractor(s). The incumbent must facilitate the transition to the maximum extent practicable. Following contract award, the TLS Contractor shall furnish the name of an Information Technology (IT) specialist point of contact (POC), which is capable and authorized to resolve systems, software, and transmissions issues with DLA Troop Support assigned IT POCs. The initial implementation sites will be those customers already ordering through the Metals TLS Program. The list of current customers can be found on Attachment 3. During the term of this contract and for any subsequent option periods thereof, DLA Troop Support reserves the right to add ordering activities or delete ordering activities within the covered regions at no cost to the Government. Any such additions or deletions made by DLA Troop Support may result in a significant increase or decrease in the Government’s estimated

4 | P a g e contract value. Any such change shall not be the basis for a request for equitable adjustment or claim, shall not result in Government liability to the contractor, and shall not affect the stated minimum guaranteed ordering amounts.

h. Estimated Demand. The estimated annual sales set forth in the solicitation were GOOD FAITH ESTIMATES ONLY based on the best data available to the Contracting Officer at the time of issuance of the solicitation, and do not constitute a guarantee that this volume or value will actually be ordered under any resultant contract. Offerors were advised they must consider any business risks associated with the estimates and include them within the breadth of their proposals.

Total Estimated Value (10 Years): $500,000,000.00 Estimated Value Base Period (2 Years): $100,000,000.00 Estimated Value Option 1 (2 Years): $100,000,000.00 Estimated Value Option 2 (2 Years): $100,000,000.00 Estimated Value Option 3 (2 Years): $100,000,000.00 Estimated Value Option 4 (2 Years): $100,000,000.00

i. Contract Minimum/Maximum. For each awardee, the Government guarantees that it will order a quantity of supplies having a minimum dollar value of $50,000.00 during the base period, thereby satisfying the Government’s obligation to meet the guaranteed minimum under the contract. The aggregate of delivery orders issued during the contract performance for each awardee during the base period will be applied to the minimum guarantee for each awardee. At the time when the aggregate of delivery orders equals or exceeds the guaranteed minimum for the contract, the guaranteed minimum will have been met and the Government's obligations with regard to the guaranteed minimum will have been satisfied. There is no guaranteed minimum for the option periods.

The maximum dollar value that can be obligated for a contract awarded under RFP SPE8E4-25-R-0001 is $750,000,000.00, meaning that the cumulative obligations of all orders placed against the contract cannot exceed $750,000,000.00. The maximum of $750,000,000.00 also represents the maximum for the acquisition; the sum of all orders against all contracts shall not exceed $750,000,000.00.

NOTE: The Maximum Contract Value is $750,000,000.00. The maximum dollar value of $750,000,000.00 accounts for potential surge and contingency requirements; however, $500,000,000.00 remains the estimated dollar value for the acquisition.

j. Delivery. The total logistics support required by this contract includes the TLS Contractor’s ability to transport and deliver Metals requirements to any ordering activity within the CONUS, Alaska, Hawaii, and worldwide via CONUS CCP’s within the timeframe requested by the customer to meet their mission requirements on each individual delivery order.

k. Surge & Sustainment. A Surge and Sustainment Plan/Capability Assessment Plan is not required for this acquisition. There are no surge requirements for any items included in

5 | P a g e the PEL at the time of this award. Therefore, although Surge and Sustainment Plan clauses are contained in this contract, the contractor is not required to submit a Surge and Sustainment Plan at this time. In the event surge items are required after award, the awardee may be required to submit a Surge and Sustainment Plan/Capability Assessment Plan. In such circumstances, the Surge and Sustainment Plan/Capability Assessment Plan will be provided to the Government at no additional cost.

l. Contract Administration. DLA Troop Support has the responsibility for the administration of this contract. The DLA Troop Support Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The DLA Troop Support Contracting Officer must approve any changes or modification prior to the implementation of such changes. In the event the contractor effects a change at the direction of any person other than DLA Troop Support Contracting Officer the change will be considered to have been made without authority, and no adjustment will be made to cover any increase in cost as a result thereof. Request for information on matters related to this contract, such as explanation of terms and contract interpretation, shall be submitted to the DLA Troop Support Contracting Officer.

In accordance with FAR 16.505(b) (5), the following individual has been designated the delivery order Ombudsman:

Mr. Maciej Okulicz-Kozaryn-BP Defense Logistics Agency – Troop Support

700 Robbins Avenue Philadelphia, PA 19111

Telephone: 215-737-2888 Email: Maciej.Okulicz-Kozaryn@dla.mil

NOTE: DLA Troop Support reserves the right to utilize the assistance of the Defense Contract Management Agency (DCMA) if deemed necessary for certain administrative duties.

m. Invoicing and Payment. For purposes of receiving payment for material shipments (orders), the accepted electronic form for submission of payment requests and receiving reports is iRAPT in the Wide Area WorkFlow (WAWF) eBusiness Suite. Reference DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. TLS Contractors shall submit payment requests and receiving reports using iRAPT, in one of the following electronic formats that iRAPT accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. It should be noted however that for purposes of this program, TLS Contractors must, at a minimum, be able to provide Electronic Data Interchange (EDI) capabilities for invoicing Defense Finance and Accounting Service (DFAS). The Wide Area Workflow eBusiness Suite and iRAPT are available on the Internet at https://piee.eb.mil. Guidance and assistance are available from the DLA TROOP SUPPORT WAWF team personnel via email inquiry - DLATroopSupportwawfteam@dla.mil.

NOTE: After shipment, submission of payment requests and receiving reports can be submitted via an 810 Invoice should WAWF not be available. Unless otherwise directed

6 | P a g e during contract performance, invoicing for the Metals TLS Program will be at the line-item level. There should be a corresponding invoice line for each line on the 850/855 once the line has been shipped. Therefore, it is critical to maintain the same line-item number between the 850/855 and the 810. For example, if the item was listed as line-item number 1 on the 850/855 Purchase Order Transaction, it must be listed as line-item number 1 on the 810 Invoice. The government’s processing system, known as DLA Enterprise Business System (EBS), will be matching price and quantity per line item, along with the customer’s Material Receipt Acknowledgement (MRA) to make payment.

n. Prompt Pay. Prompt Pay will be utilized for all delivery orders. DLA Troop Support anticipates using carrier data provided in the 856 Advance Shipping Notice EDI Transaction set and/or Proof of Deliveries (PODs) provided by the TLS Contractor to facilitate prompt payment.

o. Domestic Sourcing Restrictions. The Buy American Act, Trade Agreements Act, Preference for Certain Domestic Commodities/Berry Amendment, Specialty Metals Clauses, Restriction on Acquisition of Carbon, Alloy and Armor Steel Plate, Restrictions on Certain Foreign Purchases, and Restriction on Acquisition of Hand or Measuring Tools apply to the resulting contract, depending on the items requested by the ordering activities. Additionally, there are other procurement restrictions set forth in the regulations that may apply to specific products. Note that for this procurement the Trade Agreements Act will apply to all contracts awarded. TLS Contractors must be aware of which provision applies at the time that they submit their quotations and must comply with those provisions throughout the period of contract performance. Any deviations from the applicable sourcing restrictions without prior written approval from the Contracting Officer will be considered a material defect, material non-conformance, and breach of contract for which the Government may exercise any and all available remedies, including those set forth at FAR 52.212-4(a), at the sole discretion of the Contracting Officer. Any such deviations may be expected to result in the assertion of a Government demand and claim for repayment from the awardee in the amount deemed necessary by the Contracting Officer to fully compensate the Government.

p. Hazardous Material. The awardee is NOT required to submit the information required by FAR 52.223-3 Hazardous Material Identification and Material Safety Data upon award. Please note this information will be required, when applicable, at the time of each individual delivery order.

q. FAR 52.211-14 Notice of Priority Rating for National Defense, Emergency

Preparedness, and Energy Program Use and FAR 52.211-15 Defense Priority and Allocation Requirements are included in any resultant contracts. Though the basic contract is not rated, individual delivery orders may be rated.

r. The TLS Contractor is advised that on any resultant delivery order, a Metals item may have technical data some or all of which is subject to export-control of either the International Traffic in Arms regulations (ITAR) or the Export Administration Regulations (EAR), and cannot be exported without prior authorization from either the

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Department of State or the Department of Commerce. Export includes disclosure of technical data to foreign persons and nationals whether located in the United States or abroad. This requirement applies equally to foreign national employees and U.S.

companies and their foreign subsidiaries. DFARS 252.225-7048 is applicable to this data.

The Defense Logistics Agency (DLA) limits distribution of export-control technical data to DLA contractors that have an approved US/Canada Joint Certification Program (JCP) certification, have completed the Introduction to Proper Handling of DOD Export- Controlled Technical Data Training and the DLA Export-Controlled Technical Data Questionnaire (both are available at the web address given below), and have been approved by the DLA controlling authority to access the export-controlled data.

Instructions for obtaining access to the export-controlled data can be found at:

https://www.dla.mil/Logistics-Operations/Enhanced-Validation/

To be eligible for award for a delivery order subject to export control, the TLS Contractor and any sources of supply proposed for use are required to have an approved JCP certification and have been approved by the DLA controlling authority to access export-controlled data managed by DLA. DLA will not delay award of any delivery order in order for a TLS Contractor or its supplier to apply for and receive approval by the DLA controlling authority to access the export-controlled data.

s. It is increasingly important for small businesses in the Defense Industrial Base (DIB) to understand DoD resources are available to help increase cyber readiness and strengthen overall cyber defense posture. The following list describes cybersecurity assistance resources available from the DoD:

1. The DoD Office of Small Business Programs (OSBP) established Project Spectrum, which is an all-inclusive learning platform that provides resources, tools, and training about cybersecurity best practices, and offers access to a cadre of cyber advisors available for one-on-one guidance. Project Spectrum is focused on preparing companies for Cybersecurity Maturity Model Certification (CMMC) and aims to improve cybersecurity practices in the DIB. Project Spectrum resources can be accessed at no cost to small businesses at: https://www.projectspectrum.io/. The Project Spectrum resources can also be accessed through DoD’s 90+ APEX Accelerators across the country that help companies learn how to do business with DoD and other government agencies. A list of APEX Accelerators can be found at: www.apexaccelerators.us.

2. The DoD Chief Information Officer (CIO) provides informational guides and supplemental documentation designed to support companies in defining the scope of a CMMC assessment and in preparing for, or conducting, a CMMC assessment. The documentation can be accessed at: https://dodcio.defense.gov/cmmc/Resources- Documentation/.

3. The DoD Cyber Crime Center (DC3) DoD-DIB Collaborative Information Sharing Environment (DCISE) operates DoD’s DIB Cybersecurity Program. The program is available to all DoD contractors that store, or process Controlled Unclassified

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Note: The Government reserves the right to request additional reports at any time during the performance of the resultant contract. The contractor shall supply any such reports at no additional cost to the Government.

u. FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT.

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. Contractors should have a written code of business ethics and conduct within thirty days of award. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733)

This contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; therefore, TW shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act. (31 U.S.C. 3729-3733). TW must provide a copy of its written code of business ethics and conduct to the contracting officer within 30 days after award.

Contract Clauses

Note: 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services (NOV 2023) is incorporated in this solicitation by reference. Its full text may be accessed electronically at:

https://www.ecfr.gov/cgibin/ECFR?SID=efef3c52b917f6248e7b50687672ed94&mc=tru e&page=browse.

Text is available for viewing in Subpart 52.2 Text of Provisions and Clauses, through either the HTML or PDF Format links.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAR 2025) (DEVIATION 2025-O0003) AND (MAR

2025) (DEVIATION 2025-O0004)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law

11 | P a g e or Executive orders applicable to acquisitions of commercial products and commercial services:

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

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

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 89(a)(1)(A) of Pub. L. 115-232).

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

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

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

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

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

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020)

2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

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

___(3) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

___(4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C.

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community – See FAR 3.900(a).

X (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract

Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

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___(6) [Reserved]

___(7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-

117, section 743 of Div. C.).

___(8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C.).

X (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section

102 of Division R of Pub. L. 117-238).

___(10) 52.204-28, Federal Acquisition Supply Chain Act Orders – Federal Supply

Schedules, Governmentwide Acquisition Contracts, and Multi-agency contracts (DEC 2023) (Pub. L. 115-390, title II).

X (11)(i) 52.204-30, Federal Acquisition Supply Chain Act Orders – Prohibition (DEC

2023) (Pub. L. 115-390, title II).

___(ii) Alternate I (DEC 2023) of 52.204-30

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

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

___(14) [Reserved]

___(15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15

U.S.C. 657a).

X (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___(17) [Reserved]

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

___ (ii) Alternate I (MAR 2020) of 52.219-6

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

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___(ii) Alternate I (Class Deviation 2020-O0008) (MAR 2020) of 52.219-7

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

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

___(ii) Alternate I (NOV 2016) of 52.219-9 X (iii) Alternate II (NOV 2016) of 52.219-9 ___(iv) Alternate III (JUN 2020) of 52.219-9 ___(v) Alternate IV (JAN 2025) of 52.219-9

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

___(ii) Alternate I (MAR 2020) of 52.219-13

___(23) 52.219-14, Limitations on Subcontracting, Class Deviation 2021-O0008 (FEB 2023) (15 U.S.C. 637(a)(14)).

X (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021)

(15 U.S.C. 637(d)(4)(F)(i)).

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

X (26)(i) 52.219-28, Post Award Small Business Program Representation (JAN 2025)

(15 U.S.C. 632(a)(2)).

___(ii) Alternate I (MAR 2020) of 52.219-28

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

___(28) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned

Small Business (WOSB) Concerns Eligible Under the WOSB Program (OCT 2022) (15 U.S.C. 637(m)).

___(29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020)

(15 U.S.C. 644(r)).

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

X (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

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X (32) 52.222-19, Child Labor—Cooperation with Authorities and

Remedies (MAR 2026) (E.O. 13126).

___(33) [Reserved]

___(34) [Reserved]

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

___(ii) Alternate I (JULY 2014) of 52.222-35.

X (36)(i) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 2020) (29

U.S.C. 793).

___(ii) Alternate I (JULY 2014) of 52.222-36.

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

X (38) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (DEC 2010) (E.O. 13496).

X (39)(i) 52.222-50, Combating Trafficking in Persons (OCT 2025) (22.U.S.C. chapter 78 and E.O. 13627).

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

13627).

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

___(41)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

___(42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (MAY 2024) (42 U.S.C. 7671).

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

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___(44) 52.223-20, Aerosols (MAY 2024) (42 U.S.C. 7671).

___(45) 52.223-21, Foams (MAY 2024) (42 U.S.C. 7671).

X (46) 52.223-23, Sustainable Products and Services (MAR 2025) (DEVIATION 2025-

O0004) (7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).

___(47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

___(ii) Alternate I (JAN 2017) of 52.224-3.

___(48) 52.225-1, Buy American--Supplies (OCT 2022) (41 U.S.C. chapter 83).

___(49)(i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (NOV 2023) (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 [Reserved]

___(iii) Alternate II (JAN 2025) of 52.225-3.

___(iv) Alternate III (FEB 2024) of 52.225-3.

___(v) Alternate IV (OCT 2022) of 52.225-3.

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

3301 note).

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

___(52) 52.225-26, Contractors Performing Private Security Functions Outside the United

States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___(53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42

U.S.C. 5150).

___(54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(NOV 2007) (42 U.S.C. 5150).

X (55) 52.229-12 Tax on Certain Foreign Procurements (FEB 2021)

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___(56) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___(57) 52.232-30, Installment Payments for Commercial Products and Commercial

Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

X (58) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (OCT 2018) (31 U.S.C. 3332).

___(59) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for

Award Management (JUL 2013) (31 U.S.C. 3332).

___(60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

___(61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

X (62) 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or

Assembled by American Security Drone Act-Covered Foreign Entities (NOV 2024) Sections 1821-1826, Pub. L. 118-31, 41 U.S.C. 3901.

X (63) 52.242-5, Payments to Small Business Subcontractors (JAN 2017) (15 U.S.C.

637(d) (12)).

X (64)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV

2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

X (ii) Alternate I (APR 2003) of 52.247-64.

___(iii) Alternate II (NOV 2021) of 52.247-64.

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

___(1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C.

chapter 67.).

___(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014)

(29 U.S.C. 206 and 41 U.S.C. chapter 67).

___(3) 52.222-43, Fair Labor Standards Act and Service Contract Labor

Standards -- Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C.206 and 41 U.S.C. chapter 67).

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___(4) 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).

___(5) 52.222-51, Exemption from Application of the Service Contract Labor

Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67).

___(6) 52.222-53, Exemption from Application of the Service Contract Labor

Standards to Contracts for Certain Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).

___(7) 52.222-55, Minimum Wages for Contractor Workers Under Executive

Order 14026 (JAN 2022).

___(8) 52.222-62, Paid Sick Leave under Executive Order 13706 (JAN 2022)

(E.O. 13706).

___(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations.

(JUN 2020) (42 U.S.C. 1792).

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

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

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

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

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

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

3509).

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

4712)

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

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

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

(vi) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-238).

(vii) (A) 52.204-30, Federal Acquisition Supply Chain Security Act Orders – Prohibition (DEC 2023) (Pub. L. 115-390, title II).

(B) Alternate I (DEC 2023) of 52.204-30.

(viii) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (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 the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include -6 in lower tier subcontracts that offer subcontracting opportunities.

(ix) [Reserved]

(x) [Reserved]

(xi) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(xii) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C.

793).

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

(xiv) 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.

(xv) 52.222-41, Service Contract Labor Standards (AUG 2018), (41 U.S.C. chapter 67).

(xvi) (A) 52.222-50, Combating Trafficking in Persons (OCT 2025) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(xvii) 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.)

(xviii) 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)

(xix) 52.222-54, Employment Eligibility Verification (JAN 2025) (E. O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026

(JAN 2022).

(xxi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O.

13706).

(xxii) (A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

(xxiii) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JUN 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxv) 52.232-40, Providing Accelerated Payments to Small Business Contractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (d) of FAR clause 52.232-40.

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(xxvi) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631). 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 products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

Addendum

The following additional clauses are set forth in full text:

DFARS 252.204-7018 PROHIBITION ON THE ACQUISITION OF COVERED

DEFENSE TELECOMMUNICATIONS EQUIPMENT OR SERVICES (JAN 2023)

(a) Definitions. As used in this clause—

“Covered defense telecommunications equipment or services” means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, or any subsidiary or affiliate of such entities;

(2) Telecommunications services provided by such entities or using such equipment; or

(3) Telecommunications equipment or services produced or provided by an entity that the Secretary of Defense reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

“Covered foreign country” means—

(1) The People’s Republic of China; or

(2) The Russian Federation.

“Covered missions” means—

(1) The nuclear deterrence mission of DoD, including with respect to nuclear command, control, and communications, integrated tactical warning and attack assessment, and continuity of Government; or

(2) The homeland defense mission of DoD, including with respect to ballistic missile defense.

“Critical technology” means—

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(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

“Substantial or essential component” means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition. In accordance with section 1656 of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115-91), the contractor shall not provide to the Government any equipment, system, or service to carry out covered missions that uses covered defense telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless the covered defense telecommunication equipment or services are covered by a waiver described in Defense Federal Acquisition Regulation Supplement 204.2104.

(c) Procedures. The Contractor shall review the list of excluded parties in the System for Award Management (SAM) at https://www.sam.gov for entities that are excluded when providing any equipment, system, or service, to carry out covered missions, that uses covered defense telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless a waiver is granted.

(d) Reporting.

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(1) In the event the Contractor identifies covered defense telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, the Contractor shall report at https://dibnet.dod.mil the information in paragraph (d)(2) of this clause.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within 3 business days from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 30 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered defense telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services.

FAR 52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENT (APR

2008)

This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 CFR 700).

*Note: Though the basic contract is not rated, individual delivery orders may be rated.

FAR 52.211-16 VARIATION IN QUANTITY (APR 1984)

(a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) of this clause.

(b) The permissible variation shall be limited to:

*0 percent increase *0 percent decrease

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This increase or decrease *will be zero unless otherwise stipulated by the Contracting Officer at the time of each individual delivery order.

FAR 52.211-8 TIME OF DELIVERY (JUNE 1997)

(a) The Government requires delivery to be made according to the following schedule:

*Note: Days of Delivery=Calendar Days.

REQUIRED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS AFTER

DATE OF ORDER

Routine (Pre-Planned) Non- Emergency Orders

TBD *to be specified at the time of each individual RFQ

Emergency Orders TBD *to be specified at the time of each individual RFQ

OFFEROR’S PROPOSED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS

AFTER DATE OF

CONTRACT

Routine (Pre- Planned) Non-

Emergency Order

TBD *to be specified at the time of each individual RFQ

Emergency Orders TBD *to be specified at the time of each individual RFQ

(b) Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed, or otherwise furnished to the successful offeror, results in a binding contract. The Government will mail or otherwise furnish to the offeror an award or notice of award not later than the day award is dated. Therefore, the offeror should compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails. However, the Government will evaluate an offer that proposes delivery based on the Contractor’s date of receipt of the contract or notice of award by adding

(1) five calendar days for delivery of the award through the ordinary mails, or

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(2) one working day if the solicitation states that the contract or notice of award will be transmitted electronically. (The term “working day” excludes weekends and U.S. Federal holidays.) If, as so computed, the offered delivery date is later than the required delivery date, the offer will be considered nonresponsive and rejected.

FAR 52.216-18 ORDERING (AUG 2020)

(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 the effective date of the contract through the end of the contract base period (or through the end of each two-year option period, if exercised).

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than * , 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…