W5J9CQ-18-C-0002.pdf

AWARD/CONTRACT

2. CONTRACT

RATING PAGE OF PAGES

3. EFFECTIVE DATE

(Proc. Inst. Ident.)

W5J9CQ18C0002 16 Apr 2018

5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

NO. 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

W5K9B373394813

W6RN USA GEOSPATIAL CTR

CONTRACTING DIVISION

7701 TELEGRAPH RD BLDG 2592

ALEXANDRIA VA 22315-3864

7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code)

INTERNATIONAL BUSINESS MACHINES CORPORAT

PETER BLACK

11107 SUNSET HILLS RD STE 500

RESTON VA 20190-5375

CODE

11. SHIP TO/MARK FOR

8W884

CODE

FACILITY CODE 8W884

See Schedule

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN

COMPETITION:

[ ] 10 U.S.C. 2304(c)( )

15A. ITEM NO.

[ ] 41 U.S.C. 253(c)( )

15B. SUPPLIES/ SERVICES

SEE SCHEDULE

(X)

PART I - THE SCHEDULE

SEC. DESCRIPTION

16. TABLE OF CONTENTS

PAGE(S)

X X

A SOLICITATION/ CONTRACT FORM 1

X B C

SUPPLIES OR SERVICES AND PRICES/ COSTS

DESCRIPTION/ SPECS./ WORK STATEMENT

2 - 3

X D E

PACKAGING AND MARKING

X F

INSPECTION AND ACCEPTANCE

X G

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

X H SPECIAL CONTRACT REQUIREMENTS

7 - 9 10 - 12

17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT X

CONTRACTING OFFICER WILL COMPLETE ITEM 17 (SEALED-BID OR NEGOTIATED PROCUREMENT) OR 18 (SEALED-BID PROCUREMENT) AS APPLICABLE document and return copies to issuing office.)1 Contractor is required to sign this items or perform all the services set forth or otherwise identified above and on any continuation Contractor agrees to furnish and deliver all sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract,

(b) the solicitation, if any , and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein.

(Attachments are listed herein.)

19A. NAME AND TITLE OF SIGNER (Type or print)

19B. NAME OF CONTRACTOR 19C. DATE SIGNED

BY

(Signature of person authorized to sign)

Previous edition is NOT usable

See Item 5

8. DELIVERY

[ ] FOB ORIGIN [ ] OTHER X (See below)

9. DISCOUNT FOR PROMPT PAYMENT

Net 30 Day s

10. SUBMIT INVOICES 1 ITEM

TO THE ADDRESS

SHOWN IN:

(4 copies unless otherwise specified) Block 5

12. PAYMENT WILL BE MADE BY

ARMY CORPS OF ENGINEERS CIVIL WORKS

BUILDING 787

5722 INTEGRITY DRIVE

MILLINGTON TN 38054-5005

CODE 964145

14. ACCOUNTING AND APPROPRIATION DATA

See Schedule

15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT

15G. TO TAL AMO UNT O F CO NTRACT $3,970,153.29

(X)

PART II - CO NTRACT CLAUSES

SEC. DESCRIPTION PAGE(S)

PART III – LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACH.

X I CONTRACT CLAUSES 13 - 18

X

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

J LIST OF ATTACHMENTS 19

K

L

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

INSTRS., CONDS., AND NOTICES TO OFFERORS

M EVALUATION FACTORS FOR AWARD

18. [ ] SEALED-BID AWARD (Contractor is not required to sign this document.)

20A. NAME OF CONTRACTING OFFICER

KIRBY D BEARD / ADDED BY UPASS

TEL: 701-428-6602 EMAIL: kirby.d.beard@usace.army.mil

20B. UNITED STATES OF AMERICA

BY

(Signature of Contracting Officer)

20C. DATE SIGNED

16-Apr-2018

W5J9CQ

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

AUTHORIZED FOR LOCAL REPRODUCTION

Prescribed by GSA – FAR (48 CFR) 53.214(a)

STANDARD FORM 26 (REV. 5/2011)

document is necessary . (Block 18 should be checked only when awarding a sealed-bid contract.)

following documents: (a) the Government's solicitation and your bid, and (b) this award/contract. No further contractual to the terms listed above and on any continuation sheets. This award consummates the contract which consists of the including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as

Your bid on Solicitation Number

W5J9CQ18C0002

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot $3,970,153.29 BAA Research Area Topic AGC-19

CPFF

The contractor shall provide all labor, materials, and equipment, necessary to support the AGC BAA TOPIC AGC-19 in accordance with proposal entitled "US Army Tactical Exploitation of National Capabilities (TENCAP) Cognitive Geospatial Services to Improve Battlefield Response". ODCs and Travel must be pre-approved in writing by the COR at least 14 days before procurement or travel begins. Travel costs including transportation, lodging, airfare, meals, owned/leased vehicle costs, POV mileage, etc., will be paid based on actuals in accordance with FAR 31.205-46 and the Joint Travel Regulations (JTR). Travel shall be non-fee bearing.

FOB: Destination

PURCHASE REQUEST NUMBER: W5K9B373394813

ESTIMATED COST $3,695,483.75

FIXED FEE $274,669.54

TOTAL EST COST + FEE $3,970,153.29

000101 $0.00 funding for CLIN 0001

FFP

Information Subclin to fund CLIN 0001

PURCHASE REQUEST NUMBER: W5K9B373394813

NET AMT $0.00

ACRN AA

CIN: W5K9B3733948130001

$990,000.00

0002 1 Each NSP Contract Manpower Reporting

The Office of the Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower required for the performance of this contract. The contractor is required to complete at the following website www.ecmra.mil.

NET AMT

0003 1 Each NSP Data

As specified in Section J, DD Form 1423, Contract Data Requirements List

(CDRLS)

NET AMT

Section C - Descriptions and Specifications

1. The work and services required under Section B shall be subject to the requirements and standards contained in IBM Corporation revised cover letter dated 13 April 2018 and proposal entitled “US Army Tactical Exploitation of National Capabilities (TENCAP) Cognitive Geospatial Services to Improve Battlefield Response”, dated 23 March 2018, for Broad Agency Announcement (BAA) W5J9CQ-17-R-0002, Topic Area 19: Emerging Concepts and New Technologies, which is incorporated herein by reference to the extent it does not conflict with the terms and conditions of this contract.

2. The contract deliverables shall be in accordance with CDRLS, located in Section J.

3. This is a CPFF completion effort.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 000101 N/A N/A N/A N/A 0002 Destination Government Destination Government 0003 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 16-APR-2018 TO

15-APR-2020

N/A W6RN MILITARY SUPPORT TEAM

IMAGERY SYSTEMS

US ARMY GEOSPATIAL CENTER

7701 TELEGRAPH RD USATEC BLDG 2592

ALEXANDRIA VA 22315-3864

(703)428-6000

W5K9B4

000101 N/A N/A N/A N/A

0002 POP 16-APR-2018 TO

15-APR-2020

N/A N/A

0003 POP 16-APR-2018 TO

15-APR-2020

N/A N/A

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AA: 21720400000 5D5D26 255Y7BK51864376690700 NA 028043

AMOUNT: $990,000.00

ACRN CLIN/SLIN CIN AMOUNT

AA 000101 W5K9B3733948130001 $990,000.00

CLAUSES INCORPORATED BY FULL TEXT

52.232-22 LIMITATION OF FUNDS (APR 1984)

(a) The parties estimate that performance of this contract will not cost the Government more than (1) the estimated cost specified in the Schedule or, (2) if this is a cost-sharing contract, the Government's share of the estimated cost specified in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within the estimated cost, which, if this is a cost-sharing contract, includes both the Government's and the Contractor's share of the cost.

(b) The Schedule specifies the amount presently available for payment by the Government and allotted to this contract, the items covered, the Government's share of the cost if this is a cost-sharing contract, and the period of performance it is estimated the allotted amount will cover. The parties contemplate that the Government will allot additional funds incrementally to the contract up to the full estimated cost to the Government specified in the Schedule, exclusive of any fee. The Contractor agrees to perform, or have performed, work on the contract up to the point at which the total amount paid and payable by the Government under the contract approximates but does not exceed the total amount actually allotted by the Government to the contract.

(c) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that the costs it expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of (1) the total amount so far allotted to the contract by the Government or, (2) if this is a cost-sharing contract, the amount then allotted to the contract by the Government plus the Contractor's corresponding share. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the Schedule.

(d) Sixty days before the end of the period specified in the Schedule, the Contractor shall notify the Contracting Officer in writing of the estimated amount of additional funds, if any, required to continue timely performance under the contract or for any further period specified in the Schedule or otherwise agreed upon, and when the funds will be required.

(e) If, after notification, additional funds are not allotted by the end of the period specified in the Schedule or another agreed-upon date, upon the Contractor's written request the Contracting Officer will terminate this contract on that date in accordance with the provisions of the Termination clause of this contract. If the Contractor estimates that the funds available will allow it to continue to discharge its obligations beyond that date, it may specify a later date in its request, and the Contracting Officer may terminate this contract on that later date.

(f) Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause--

(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract; and

(2) The Contractor is not obligated to continue performance under this contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of (i) the amount then allotted to the contract by the Government or, (ii) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor's corresponding share, until the Contracting Officer notifies the Contractor in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this contract.

(g) The estimated cost shall be increased to the extent that (1) the amount allotted by the Government or, (2) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor's corresponding share, exceeds the estimated cost specified in the Schedule. If this is a cost-sharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule.

(h) No notice, communication, or representation in any form other than that specified in subparagraph (f)(2) above, or from any person other than the Contracting Officer, shall affect the amount allotted by the Government to this contract. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the total amount allotted by the Government to this contract, whether incurred during the course of the contract or as a result of termination.

(i) When and to the extent that the amount allotted by the Government to the contract is increased, any costs the Contractor incurs before the increase that are in excess of (1) the amount previously allotted by the Government or,

(2) if this is a cost-sharing contract, the amount previously allotted by the Government to the contract plus the Contractor's corresponding share, shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

(j) Change orders shall not be considered an authorization to exceed the amount allotted by the Government specified in the Schedule, unless they contain a statement increasing the amount allotted.

(k) Nothing in this clause shall affect the right of the Government to terminate this contract. If this contract is terminated, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.

(l) If the Government does not allot sufficient funds to allow completion of the work, the Contractor is entitled to a percentage of the fee specified in the Schedule equalling the percentage of completion of the work contemplated by this contract.

(End of clause)

INVOICING INSTRUCTIONS

The contractor shall submit an invoice, via email, to the addresses designated below.

An invoice must include –

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number, and if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading.

FEE shall be invoiced monthly, in proportion to the costs invoiced.

The Contractor’s FINAL invoice shall be submitted within 45 days after the final period of performance date specified in the contract.

Email original invoices to: Cefc-payments@usace.army.mil

USACE FINANICAL CENTER

ATTN: CEFC-AO-P

5722 INTEGRITY DRIVE

MILLINGTON, TN 38054-5005

Phone: 904-874-8611 Fax: 904-874-8732 or 8732

Contracting Officer Representative:

Molly Hahn, Molly.E.Hahn@usace.army.mil

Contract Specialist:

Victoria Floyd, victoria.d.floyd@usace.army.mil mailto:Cefc-payments@usace.army.mil mailto:Molly.E.Hahn@usace.army.mil mailto:victoria.d.floyd@usace.army.mil

Section H - Special Contract Requirements

AT OPSEC

The following Anti-Terrorism and Operational Security requirements apply to this work effort.

a. All contractor employees, to include subcontractor employees, requiring access to Army installations, facilities, controlled access areas, or require network access, shall complete AT Level I awareness training within 30 calendar days after contract start date or effective date of incorporation of this requirement into the contract, whichever is applicable. Upon request, the contractor shall submit certificates of completion for each affected contractor employee and subcontractor employee, to the COR or to the contracting officer (if a COR is not assigned), within 5 calendar days after completion of training by all employees and subcontractor personnel.

AT Level I awareness training is available at the following website:

http://jko.jten.mil/courses/atl1/launch.html;

or it can be provided by the RA ATO in presentation form which will be documented via memorandum.

b. All contractor and all associated sub-contractors employees shall comply with applicable installation, facility and area commander installation/facility access and local security policies and procedures (provided by government representative). The contractor shall also provide all information required for background checks to meet installation/facility access requirements to be accomplished by installation Provost Marshal Office, Director of Emergency Services or Security Office. Contractor workforce must comply with all personal identity verification requirements (FAR clause 52.204-9, Personal Identity Verification of Contractor Personnel) as directed by DOD, HQDA and/or local policy. In addition to the changes otherwise authorized by the changes clause of this contract, should the Force Protection Condition (FPCON) at any installation or facility change, the Government may require changes in contractor security matters or processes.

c. The contractor and all sub-contractors employees will be issued a CAC only if duties involve one of the following: (1) Both physical access to a DoD facility and access, via logon, to DoD networks on-site or remotely;

(2) Remote access, via logon, to a DoD network using DoD-approved remote access procedures; or (3) Physical access to multiple DoD facilities or multiple non-DoD federally controlled facilities on behalf of the DoD on a recurring basis for a period of 6 months or more. At the discretion of the sponsoring activity, an interim CAC may be issued based on a favorable review of the FBI fingerprint check and a successfully scheduled NACI at the Office of Personnel Management.

d. All US based contractor employees and associated sub-contractor employees traveling overseas will receive the government provided AOR specific AT awareness training. The documentation of training completion must be provided to the COR prior to departure.

e. The contractor and all associated sub-contractors shall receive a brief/training (provided by the RA) on the local suspicious activity reporting program. This locally developed training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the project manager, security representative or law enforcement entity. This training shall be completed within 30 calendar days of contract award and within 30 calendar days of new employees commencing performance with the results reported to the COR NLT 5 calendar days after the completion of the training.

f. All contractor employees with access to a government info system must be registered in the Army Training Certification Tracking System (ATCTS) at commencement of services, and must successfully complete the DOD Information Assurance Awareness prior to access to the information systems and then annually thereafter in accordance with personnel security standards listed in AR 25-2 (Information Assurance), an appropriate background investigation will be conducted prior to accessing the government information systems.

g. The Contractor shall develop an OPSEC SOP/Plan within 90 days of contract award. The OPSEC SOP/Plan must be reviewed and approved by the RA OPSEC Officer. The SOP/Plan will include the government's critical information, why it needs to be protected, where it is located, who is responsible for it and how to protect it.

In addition, the contractor shall identify an individual who will be an OPSEC Coordinator.

h. All new contractor employees will complete Level I OPSEC Training within 30 calendar days of their reporting for duty. Additionally, all contractor employees must complete annual OPSEC awareness training. The contractor shall submit certificates of completion for each affected contractor and subcontractor employee, to the COR or to the contracting officer (if a COR is not assigned), within 5 calendar days after completion of training. OPSEC awareness training is available at the following websites: https://www.iad.gov/ioss/ or http://www.cdse.edu/catalog/operations-security.html; or it can be provided by the RA OPSEC Officer in presentation form which will be documented via memorandum.

i. All contractor employees and associated sub-contractor employees must complete the DoD IA awareness training before issuance of network access and annually thereafter. All contractor employees working IA/IT functions must comply with DoD and Army training requirements in DoDD 8570.01, DoD 8570.01-M and AR 25-2 within six months of employment.

j. All contractor employees supporting IA/IT functions shall be appropriately certified upon contract IAW DoD 8570.01-M, DFARS 252.239-7001 and AR 25-2. The baseline certification as stipulated in DoD 8570.01-M must be completed upon contract award.

k. All non-local contracting personnel will comply with theater clearance requirements and allows the combatant commander to exercise oversight to ensure the contractor's compliance with combatant commander and subordinate task force commander policies and directives.

l. Contractor shall comply with AR 380-67 (Personnel Security Program) and Homeland Security Presidential Directive 12 (Policy for a Common Identification Standard for Federal Employees and Contractors) as well as FAR 52.204-2, Security Requirements. Additionally, Contractors must comply with - (1) The Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (DoD 5220.22-M); any revisions to DOD 5220.22-M, notice of which has been furnished to the contractor. For classified contracts, the DD Form 254 will be attached with the contract.

m. The Prime Contractor Company must have a Facility Clearance (FCL) at the appropriate level (IAW the NISPOM DOD 5220.22-M and AR 380-49) prior to the start of the contract awarded period of performance. Contractor personnel performing work under this contract must have the required security clearance, per AR 380-67, at the appropriate level at the start of the period of performance. Security Clearances and FCL requirements are required to be maintained for the life of the contract IAW the DD Form 254 attached to the contract. If no FCL, the supporting Government Contracting Activity will sponsor the prime contract company in obtaining the FCL.

n. The Contractor must pre-screen Candidates using the E-verify Program (http://www.uscis.gov/e-verify) website to meet the established employment eligibility requirements. The Vendor must ensure that the Candidate has two valid forms of Government issued identification prior to enrollment to ensure the correct information is entered into the E-verify system. An initial list of verified/eligible Candidates must be provided to the COR no later than 3 business days after the initial contract award.

o. All new contractor employees will complete annual Threat Awareness and Reporting Program (TARP) Training provided by a Counterintelligence Agent, IAW AR 381-12. The contractor shall submit certificates of completion for each affected contractor and subcontractor employee(s) or a memorandum for the record, to the COR or to the contracting officer (if a COR is not assigned), within 5 calendar days after completion of training. Authorized web-based TARP training for CAC card holders is available at the following website:

https://www.us.army.mil/suite/page/655474 https://www.us.army.mil/suite/page/655474

END AT/OPSEC Requirements.

CONTRACT REQUIREMENTS

Organizational Conflict of Interest

Organizational Conflict of Interest (OCI): Contractor and subcontractor personnel performing work under this contract may receive, have access to or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.) or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the Contracting Officer to avoid or mitigate any such OCI. The contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the Contracting Officer and in the event the Contracting Officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may affect other remedies as he or she deems necessary, including prohibiting the contractor from participation in subsequent contracted requirements which may be affected by the OCI.

Section I - Contract Clauses

52.202-1 Definitions NOV 2013 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures MAY 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015 52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-7 System for Award Management OCT 2016 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

OCT 2016

52.207-2 Notice Of Streamlined Competition MAY 2006 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.210-1 Market Research APR 2011 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

AUG 2011

52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010 52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997 52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

OCT 2010

52.215-22 Limitations on Pass-Through Charges--Identification of Subcontract Effort

OCT 2009

52.215-23 Limitations on Pass-Through Charges OCT 2009 52.216-7 Allowable Cost And Payment JUN 2013 52.216-8 Fixed Fee JUN 2011 52.219-8 Utilization of Small Business Concerns NOV 2016 52.219-9 Small Business Subcontracting Plan JAN 2017 52.219-9 Alt II Small Business Subcontracting Plan (JAN 2017) Alternate II NOV 2016 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-22 Previous Contracts And Compliance Reports FEB 1999 52.222-25 Affirmative Action Compliance APR 1984 52.222-26 Equal Opportunity SEP 2016

52.222-35 Equal Opportunity for Veterans OCT 2015 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222-37 Employment Reports on Veterans FEB 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015 52.222-54 Employment Eligibility Verification OCT 2015 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-16 Alt I Acquisition of EPEAT - Registered Personal Computer

Products - Alternate I

JUN 2014

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving

AUG 2011

52.224-1 Privacy Act Notification APR 1984 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-11 Patent Rights--Ownership By The Contractor MAY 2014 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-17 Interest MAY 2014 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-13 Bankruptcy JUL 1995 52.243-2 Changes--Cost-Reimbursement AUG 1987 52.244-5 Competition In Subcontracting DEC 1996 52.245-1 Government Property JAN 2017 52.246-25 Limitation Of Liability--Services FEB 1997 52.249-6 Termination (Cost Reimbursement) MAY 2004 52.249-14 Excusable Delays APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.203-7005 Representation Relating to Compensation of Former DoD

Officials

NOV 2011

252.204-0002 Line Item Specific: Sequential ACRN Order SEP 2009 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A System for Award Management Alternate A FEB 2014 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

OCT 2016

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is a State Sponsor of Terrorism

OCT 2015

252.211-7007 Reporting of Government-Furnished Property AUG 2012 252.215-7000 Pricing Adjustments DEC 2012 252.223-7004 Drug Free Work Force SEP 1988 252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or

Hazardous Materials

SEP 2014

252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7013 Duty-Free Entry--Basic (May 2016) MAY 2016 252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business Concerns

SEP 2004

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014 252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7015 Technical Data--Commercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7017 Identification and Assertion of Use, Release, or Disclosure

Restrictions

JAN 2011

252.227-7025 Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7028 Technical Data or Computer Software Previously Delivered to the Government

JUN 1995

252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7010 Levies on Contract Payments DEC 2006 252.235-7011 Final Scientific or Technical Report JAN 2015 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.246-7000 Material Inspection And Receiving Report MAR 2008

CLAUSES INCORPORATED BY FULL TEXT

52.244-2 SUBCONTRACTS (OCT 2010)

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

Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that—

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds—

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts:

Any sub-contract with total estimated value, at time of award, of $100,000 or greater.

(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor’s current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting—

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (c), (d), or (e) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall constitute a determination—

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR Subpart 44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations:

HumanGEO – consent granted as proposed 23 March 2018

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):

https://www.acquisition.gov/far

252.235-7010 Acknowledgment of Support and Disclaimer. (MAY 1995)

(a) The Contractor shall include an acknowledgment of the Government's support in the publication of any material based on or developed under this contract, stated in the following terms: This material is based upon work supported by the Army Geospatial Center under Contract W5J9CQ-18-C-0002.

(b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the Army Geospatial Center.

https://www.acquisition.gov/far

Section J - List of Documents, Exhibits and Other Attachments

Exhibit/Attachment Table of Contents

DOCUMENT TYPE DESCRIPTION PAGES DATE

Attachment 1 CDRLS 13-APR-2018