DRAFT Solicitation Fort Riley W81K04-20-R-0016 ver 10.docx

W81K0420R0016

Section SF 1449 - CONTINUATION SHEET

CONTRACTOR MANPOWER REPORTING

FFP

Ordering Period: 1 June 2020 through 31 May 2025. Mandatory annual data reporting in accordance with (IAW) PWS 1.21. Reporting shall be for the ordering period not to exceed twelve (12) months ending 30 September of each Government fiscal year and must be reported by 31 October of each calendar year. This CLIN shall be Not Separately Priced (NSP) as identified in Attachment 3 entitled "Price Matrix". Upon award, NSP CLIN will be incorporated into the contract as Exhibit L. See attachment 3 entitled "Price Matrix" for annual delivery dates.

FOB: Destination

PSC CD: S299

MAX

NET AMT

BLDG. 226 VETERINARY CLINIC

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 226, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 228 DENTAC HQ

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 228, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 602 DENTAL CLINIC #2

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 602, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 650 IRWIN ARMY COMMUNITY HOSPITAL

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 650, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 814 NOVSELL AVIATION CLINIC

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 814, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 2210 PX PHARMACY

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 2210, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 4010 DENTAL CLINIC #4

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 4010, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 7665 CALDWELL CLINIC

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 7665, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 7670 DENTAL CLINIC #3

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 7670, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 7671 ANAM

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 7671, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 7672 CUSTER HILL HEALTH CLINIC

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 7672, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. 8072 FARRELLY HEALTH CLINIC

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. 8072, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

BLDG. CBMH FLINT HILLS MH

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform healthcare housekeeping and related services, Bldg. CBMH, IAW PWS Section 1-7 and Exhibit A-K. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, the contractor prices will be incorporated into the contract as Exhibit L.

MAX

RMW SERVICES

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform RMW services IAW PWS Section 5.14 and Exhibit H. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, contractor prices will be incorporated into the contract as Exhibit L.

MAX

LINEN SERVICES

Ordering Period: 1 July 2020 through 31 May 2025. The contractor shall perform Linen Services IAW PWS Section 5.15. and Exhibit F. Prices for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, contractor prices will be incorporated into the contract as Exhibit L.

MAX

POST AWARD CONFERENCE PARTICIPATION

Delivery Date: 5 June 2020. The contractor shall attend post award conference IAW PWS 1.22. $1,500.00 is the minimum guarantee amount; contractor shall NOT propose price.

MAX

PHASE IN

The contractor shall perform phase-in services from 1 June 2020 through 30 June 2020 IAW PWS 1.20. Price for this CLIN shall be included in Attachment 3 entitled "Price Matrix". Upon award, contractor prices will be incorporated into the contract as Exhibit L.

MAX

DELIVERABLES

Ordering Period: 1 June 2020 through 31 May 2025. The contractor shall provide deliverables IAW the PWS and Exhibit B. This CLIN shall be Not Separately Priced (NSP) as identified in Attachment 3 entitled "Price Matrix". Upon award, NSP CLIN will be incorporated into the contract as Exhibit L.

MAX

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

31-MAY-2025

W2P0 USA MEDDAC FT RILEY

LOGISTICS WAREHOUSE

650 HUEBNER ROAD

FORT RILEY KS 66442-5037

210-808-2837

W55XTW

31-MAY-2025

W55XTW

31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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31-MAY-2025

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30-JUN-2020

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31-MAY-2025

W55XTW

DESCRIPTION OF SERVICES

1. This is an Indefinite - Delivery, Indefinite - Quantity (IDIQ) contract under which Firm-Fixed-Price (FFP) task orders will be issued. The IDIQ contract will have a five-year ordering period: 1 June 2020 through 31 May 2025.

2. The Contract Line Item Numbers (CLINs) for the IDIQ contract are identified below:

CLINs ORDERING PERIOD/DELIVERY CLIN DESCRIPTION

0001 1 June 2020 – 31 May 2025 Contractor Manpower Report

0002 – 0014 1 July 2020 – 31 May 2025 IACH Healthcare Housekeeping (Performance)

0015 1 July 2020 – 31 May 2025 RMW

0016 1 July 2020 – 31 May 2025 Linen

0017 5 June 2020 Post Award Conference

0018 1 June 2020 – 30 June 2020 Phase-In

0019 1 June 2020 – 31 May 2025 Deliverables

3. The maximum value of all orders shall not exceed $19,500,000.00 for the five-year ordering period. The minimum contract guaranteed amount is $1,500.00 for the five-year ordering period.

4. SCHEDULE OF ORDERING

a. Orders may be placed by any warranted contracting officer serving at the Regional Health Contracting Office - Central (RHCO-C) or the Health Readiness Contracting Office (HRCO).

b. Orders against this contract may be placed by mail, facsimile, or through electronic commerce including e-mail IAW terms and conditions of the contract.

5. STEP-LADDER PRICING

a. Individual task orders will be issued with firm-fixed-price CLINs. The CLINs 0002 – 0014 are based on the amount of square feet (SF) to be cleaned (with the exception of unit prices for CMR, RMW, Linen Services and Deliverables) and minimum guarantee (post award conference)). Step-ladder pricing structures are applicable to CLINs 0002 – 0014.

b. For pricing purposes, minimum thru maximum estimated quantities of square feet to be cleaned are established in the solicitation and Attachment 3, Price Matrix, for each applicable CLIN (CLINs 0002 – 0014) with step-ladder (range) price structures. The minimum thru maximum estimated quantities of SF to be cleaned are developed from Exhibits C and D. Exhibit D is provided to offerors for INFORMATIONAL PURPOSES ONLY to illustrate not only the square feet to be cleaned but the normal operational requirements (not cleaning frequencies) for each building by room.

c. In Attachment 3, Price Matrix, offerors shall propose monthly firm-fixed unit prices (“Monthly Unit Price”) for each step-ladder price range identified in CLINs 0002 – 0014. The monthly firm-fixed unit prices are inclusive of all tasks. Offerors shall annotate monthly firm-fixed unit prices that correspond to the step-ladder increments for square feet quantity to be cleaned for each building. Attachment 3, Price Matrix, is pre-loaded with the formula to calculate the “MAX CLIN AMOUNT” column for each CLIN. The prices submitted in Attachment 3 will be used to determine CLIN equitable price adjustment due to changes within scope of the contract as directed/approved by the contracting officer.

d. In Attachment 3, Price Matrix, Step-ladder SF increments do not exceed 10% variation in quantity.

e. Upon award, contractor prices will be incorporated into the contract as Exhibit L.

f. For RFP purposes, see Addendum to FAR Provision 52.212-1 and Addendum to FAR Provision 52.212-2 for instructions for CLIN pricing to include step-ladder pricing.

g. After contract award the contractor and government shall agree to the SF quantity to be cleaned per building prior to task order award or task order modification. As necessary, the SF quantity to be cleaned per building may change based upon the needs of the government. The government shall notify the contractor within one day of any changes. The contractor may not implement changes without prior approval of the Contracting Officer. When changes (increase or decrease) in the SF quantity to be cleaned per building results in a change in MONTHLY unit price due to step-ladder pricing increments, the government will issue a task order modification for the new MONTHLY unit price identified in Exhibit L. Quantities are not cumulative from order to order.

CLAUSES INCORPORATED BY REFERENCE

ADDENDUM TO 52.212-4

The following paragraphs deviate from the basic clause paragraph (c).

(c) Changes – Changes in the terms and conditions of this contract may be made only by written agreement of the parties to include supplemental agreements used to make negotiated equitable adjustments resulting from the issuance and definitization of a change order for emergency cleaning. Refer to FAR Subpart 43.2 – Change Orders. However, any administrative changes such as change of the finance office, typographical or grammatical errors, bimonthly payment to authorized contractors, exercise of contract option periods, and the option to extend the term of the contract, may be changed unilaterally by the government provided that such exercise is in accordance with the terms and conditions of the contract.

The following paragraphs are added:

(w) The non-FAR Part 12 discretionary FAR, DFARS, AFARS, and LOCAL clauses included herein are incorporated into this contract either by reference or in full text. If incorporated by reference, see clause 52.252-2 herein for locations where full text can be found.

End of Addendum 52.212-4.

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

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

Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

Full cooperation—

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require--

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from--

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

United States means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall--

(i) Have a written code of business ethics and conduct;

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall--

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed--

(A) 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

(B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked “confidential” or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction.

(iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors.

(2) An internal control system.

(i) The Contractor's internal control system shall--

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor's internal control system shall provide for the following:

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including--

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5.5 million and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(End of clause)

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

52.208-9 CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY OR SERVICES (MAY 2014)

(a) Certain supplies or services to be provided under this contract for use by the Government are required by law to be obtained from nonprofit agencies participating in the program operated by the Committee for Purchase From People Who Are Blind or Severely Disabled (the Committee) under the 41 U.S.C. 8504. For mandatory supplies or services that are not available from DLA/GSA/VA, price and delivery information is available from the appropriate central nonprofit agency. Payments shall be made directly to the source making delivery. Points of contract for central nonprofit agencies are:

(1) National Industries for the Blind, 1310 Braddock Place, Alexandria, VA 22314-1691, (703) 310-0500; and

(2) NISH, 8401 Old Courthouse Road, Vienna, VA 22182, (571) 226-4660.

(b) The Contractor shall immediately notify the Contracting Officer if a mandatory source is unable to provide the supplies or services by the time required, or if the quality of supplies or services provided by the mandatory source is unsatisfactory. The Contractor shall not purchase the supplies or services from other sources until the Contracting Officer has notified the Contractor that the Committee or an AbilityOne central nonprofit agency has authorized purchase from other sources.

(c) Price and delivery information for the mandatory supplies is available from the Contracting Officer for the supplies obtained through the DLA/GSA/VA distribution facilities. For mandatory supplies or services that are not available from DLA/GSA/VA, price and delivery information is available from the appropriate central nonprofit agency. Payments shall be made directly to the source making delivery. Points of contact for AbilityOne central nonprofit agencies are:

(1) National Industries for the Blind, 1310 Braddock Place, Alexandria, VA 22314-1691,(703) 310-0500; and

(2) NISH, 8401 Old Courthouse Road, Vienna, VA 22182, (571) 226-4660.

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015)

Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

Subsidiary means an entity in which more than 50 percent of the entity is owned--

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

(c) Exceptions to this prohibition are located at 9.108-2.

(d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event.

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,500.00 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor -

(1) Any order for a single item in excess of $1,000,000,00;

(2) Any order for a combination of items in excess Of $4,000,000.00; or

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

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 31 May 2026, or after 30 November 2026 if FAR 52.217-8 is exercised.

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days prior to contract expiration.

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

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 ( ) is, ( ) is not a small business concern under NAICS Code 561720- assigned to contract number TBD.

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

52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)

(a) Service employee, as used in this clause, means any person engaged in the performance of a service contract other than any person employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541. The term ``service employee'' includes all such persons regardless of any contractual relationship that may be alleged to exist between a contractor or subcontractor and such persons.

(b) The Contractor and its subcontractors shall, except as otherwise provided herein, in good faith offer those service employees employed under the predecessor contract whose employment will be terminated as a result of award of this contract or the expiration of the contract under which the service employees were hired, a right of first refusal of employment under this contract in positions for which the service employees are qualified.

(1) The Contractor and its subcontractors shall determine the number of service employees necessary for efficient performance of this contract and may elect to employ fewer employees than the predecessor Contractor employed in connection with performance of the work.

(2) Except as provided in paragraph (c) of this clause, there shall be no employment opening under this contract, and the Contractor and any subcontractors shall not offer employment under this contract, to any person prior to having complied fully with this obligation.

(i) The successor Contractor and its subcontractors shall make a bona fide express offer of employment to each service employee as provided herein and shall state the time within which the service employee must accept such offer, but in no case shall the period within which the service employee must accept the offer of employment be less than 10 days.

(ii) The successor Contractor and its subcontractors shall decide any question concerning a service employee's qualifications based upon the individual's education and employment history, with particular emphasis on the employee's experience on the predecessor contract, and the Contractor may utilize employment screening processes only when such processes are provided for by the contracting agency, are conditions of the service contract, and are consistent with Executive Order 13495.

(iii) Where the successor Contractor does not initially offer employment to all the predecessor contract service employees, the obligation to offer employment shall continue for 90 days after the successor contractor's first date of performance on the contract.

(iv) An offer of employment will be presumed to be bona fide even if it is not for a position similar to the one the employee previously held, but is one for which the employee is qualified, and even if it is subject to different employment terms and conditions, including changes to pay or benefits. (See 29 CFR 9.12 for a detailed description of a bonafide offer of employment).

(c)(1) Notwithstanding the obligation under paragraph (b) of this clause, the successor Contractor and any subcontractors (i) may employ under this contract any service employee who has worked for the contractor or subcontractor for at least three months immediately preceding the commencement of this contract and who would otherwise face lay-off or discharge, (ii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor who are not service employees within the meaning of the Service Contract Labor Standards statute, 41 U.S.C. 6701(3), and (iii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor whom the Contractor or any of its subcontractors reasonably believes, based on the particular service employee's past performance, has failed to perform suitably on the job (see 29 CFR 9.12(c)(4) for additional information). The successor Contractor bears the responsibility of demonstrating the appropriateness of claiming any of these exceptions.

(2) In addition, any Contractor or subcontractor that has been certified by the U.S. Small Business Administration as a HUBZone small business concern must ensure that it complies with the statutory and regulatory requirements of the HUBZone Program (e.g., it must ensure that at least 35 percent of all of its employees reside within a HUBZone). The HUBZone small business Contractor or subcontractor must consider whether it can meet the requirements of this clause and Executive Order 13495 while also ensuring it meets the HUBZone Program's requirements.

(3) Nothing in this clause shall be construed to permit a Contractor or subcontractor to fail to comply with any provision of any other Executive order or law. For example, the requirements of the HUBZone Program (see FAR subpart 19.13), Executive Order 11246 (Equal Employment Opportunity), and the Vietnam Era Veterans' Readjustment Assistance Act of 1974 may conflict, in certain circumstances, with the requirements of Executive Order 13495. All applicable laws and Executive orders must be satisfied in tandem with, and if necessary prior to, the requirements of Executive Order 13495, 29 CFR part 9, and this clause.

(d)(1) The Contractor shall, not less than 30 days before completion of the Contractor's performance of services on the contract, furnish the Contracting Officer with a certified list of the names of all service employees working under this contract and its subcontracts at the time the list is submitted.