Award Number: GS00Q12NSD4003

CS2-SB

Award Number: GS00Q12NSD4003

SECTION I

CONTRACT CLAUSES

I.152.252-2CLAUSES 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 these addresses:

FEDERAL ACQUIISITION REGULATION:

https://www.acquisition.gov/far/

GENERAL SERVICE ADMINISTRATION ACQUISITION MANUAL (GSAM):

http://www.acquisition.gov/GSAM/gsam.html

(End of Clause)

SectionFAR Clause No.Title and Date

I.1.152.202-1Definitions (JUL 2004)

I.1.252.203-3Gratuities (APR 1984)

I.1.352.203-5CovenantAgainst Contingent Fees (APR1984)

I.1.452.203-6Restrictions on Subcontractor Sales to

the Government (SEP 2006)

I.1.552.203-7Anti-Kickback Procedures (OCT 2010)

I.1.652.203-8Cancellation, Rescission, and Recovery

of Funds for Illegal or Improper Activity (JAN 1997)

I.1.752.203-10Price or Fee Adjustment for Illegal

or Improper Activity (JAN 1997)

I.1.852.203-12Limitation on Payments to Influence

Certain Federal Transactions

(OCT 2010)

I.1.952.203-13Contractor Code of Business Ethics and

Conduct(APR 2010)

I.1.1052.204-2Security Requirements (AUG 1996)

I.1.1152.204-4Printing/Copying Double-Sided on

Recycled Paper (MAY 2011)

I.1.1252.204-7Central Contractor Registration (APR 2008)

I.1.1352.209-6Protecting the Government’s Interest

when Subcontracting with Contractors

Debarred, Suspended, or Proposed for

Debarment (DEC 2010)

I.1.1452.209-10Prohibition on Contracting with Inverted Domestic Corporations (MAY 2011)

I.1.1552.211-5Material Requirements (AUG 2000)

I.1.1652.215-2Audit and Records - Negotiation

(OCT 2010)

I.1.1752.215-8Order of Precedence - Uniform Contract

Format (OCT 1997)

I.1.1852.215-10Price Reduction for Defective Cost

or Pricing Data (OCT 1997)

I.1.1952.215-11Price Reduction for Defective Cost

or Pricing Data - Modifications

(AUG 2011)

I.1.2052.215-12Subcontractor Cost or Pricing Data

(OCT 2010)

I.1.2152.215-13Subcontractor Cost or Pricing Data -

Modifications (OCT 2010)

I.1.2152.215-14Integrity of Unit Prices (OCT 2010)

I.1.2352.215-17Waiver of Facilities Capital Cost of

Money (OCT 1997)

I.1.2452.217-2Cancellation Under Multiyear Contracts (OCT 1997)

I.1.2552.219-6Notice of Total Small Business Set-Aside(NOV2011)

I.1.2652.219-8Utilization of Small Business Concerns (JAN2011)

I.1.2752.219-14Limitations on Subcontracting(NOV 2011)

I-1

CS2-SB

Award Number: GS00Q12NSD4003

I.1.2852.219-28Post-Award Small Business Program Rerepresentation (APR 2009)

I.1.2952.222-1Notice to the Government of Labor

Disputes (FEB 1997)

I.1.3052.222-3Convict Labor (JUN 2003)

I.1.3152.222-21Prohibition of Segregated Facilities (FEB 1999)

I.1.3252.222-26Equal Opportunity (MAR 2007)

I.1.3352.222-29Notification of Visa Denial (JUN 2003)

I.1.3452.222-35Affirmative Action for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP2010)

I.1.3552.222-36Affirmative Action for Workers with

Disabilities (OCT 2010)

I.1.3652.222-37Employment Reports on Special

Disabled Veterans, Veterans of

the Vietnam Era, and Other Eligible Veterans (SEP2010)

I.1.3752.222-43Fair Labor Standards Act and Service

Contract Act—Price Adjustment (Multiple Year and Option Contracts) (SEP 2009)

I.1.3852.222-50Combating Trafficking in Persons (FEB2009)

I.1.3952.222-54Employment Eligibility Verification (JAN 2009)

I.1.4052.223-5Pollution, Prevention and Right-to-Know

Information (MAY 2011)

I.1.4152.223-6Drug-Free Workplace (MAY 2001)

I.1.4252.224-1Privacy Act Notification (APR 1984)

I.1.4352.224-2Privacy Act (APR 1984)

I.1.4452.225-1Buy American Act – Supplies (FEB 2009)

I-1

CS2-SB

Award Number: GS00Q12NSD4003

I.1.4552.225-13Restrictions on Certain Foreign Purchases
(JUN 2008)

I.1.4652.227-1Authorization and Consent (DEC 2007)

I.1.4752.227-2Notice and Assistance Regarding Patent and Copyright Infringement (DEC 2007)

I.1.4852.227-3Patent Indemnity (APR 1984)

I.1.4952.227-10Filing of Patent Applications – Classified

Subject Matter (DEC 2007)

I.1.5052.227-14 Rights in Data - General (DEC 2007)

I.1.5152.228-5Insurance - Work on a Government

Installation (JAN 1997)

I-1

CS2-SB

Award Number: GS00Q12NSD4003

I.1.5252.229-3Federal, State, and Local Taxes (APR 2003)

I.1.5352.229-6Taxes - Foreign Fixed-Price Contracts

(JUN 2003)

I.1.5452.232-1Payments (APR 1984)

I.1.5552.232-8Discounts for Prompt Payment (FEB 2002)

I.1.5652.232-11Extras (APR 1984)

I.1.5752.232-17Interest (OCT 2010)

I.1.5852.232-23Assignment of Claims (JAN 1986)

I.1.5952.232-25Prompt Payment (OCT 2008)

I.1.6052.232-33Payment by Electronic Funds Transfer-

Central Contract or Registration (OCT 2003)

I.1.6152.232-37Multiple Payment Arrangements (MAY 1999)

I.1.6252.233-1Disputes (JUL 2002), Alternate I (DEC 1991)

I.1.6352.233-3Protest After Award (AUG 1996)

I.1.6452.233-4Applicable Law for Breach of Contract Claim (OCT 2004)

I.1.6552.237-2Protection of Government Buildings,

Equipment, and Vegetation (APR 1984)

I.1.6652.237-3Continuity of Services (JAN 1991)

I.1.6752.239-1Privacy or Security Safeguards (AUG 1996)

I.1.6852.242-13Bankruptcy (JUL 1995)

I.1.6952.243-1Changes - Fixed Price(AUG 1987), Alternate II (APR 1984)

I.1.7052.244-2Subcontracts (OCT 2010)

I.1.7152.244-6Subcontracts for Commercial Items (DEC 2010)

I.1.7252.246-25Limitation of Liability - Services (FEB 1997)

I.1.7352.249-2Termination for Convenience of the

Government (Fixed-Price) (MAY 2004)

I.1.7452.249-8Default (Fixed-Price Supply and Service)

(APR 1984)

I.1.7552.253-1Computer Generated Forms (JAN 1991)

I.252.209-9Updates of Publicly Available Information Regarding Responsibility Matters (Jan 2011)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database at http://www.ccr.gov.

(b)(1) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(2) The Contractor will have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3)(i) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

As required by section 3010 of Public Law 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(End of clause)

AlternateI (Jan2011). As prescribed in 9.104-7(c)(2), redesignate paragraph (a) of the basic clause as paragraph (a)(1) and add the following paragraph (a)(2):

(2) At the first semi-annual update on or after April 15, 2011, the Contractor shall post again any required information that the Contractor posted prior to April 15, 2011.

I.352.215-19NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

(a)The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b)The Contractor shall —

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor’s ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

(c)The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

(End of Clause)

I.452.216-18ORDERING (OCT 1995)

(a)Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders by the individuals or activities designated in the contract. Such orders may be issued from date of award through the life of this contract.

(b)All delivery orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order and this contract, the contract shall control.

(c)If mailed, a delivery order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

I.552.216-19ORDER LIMITATIONS (OCT 1995)

(a)Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50 for the first three years and $100 for each option year of the contract, 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 the following:

(1)Any order for a single item in excess of $10,000,000 in annual value;

(2)Any order for a combination of items in excess of $10,000,000 in annual value; or

(3)A series of orders from the same ordering office within 0 days that together call for quantities exceeding the limitation in subparagraph (b) (1) or (2) above.

(c)Notwithstanding paragraph (b) above, 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 five 5 working days after issuance, with written notice stating the Contractor’s intent not to supply the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

I.652.216-22INDEFINITE QUANTITY(OCT 1995)

(a)This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated in the contract. The quantities of supplies and services specified in the contract 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 contract up to and including the quantity designated in the contract as the “maximum.” The Government is responsible only for the minimum dollar guarantee designated in the contract.

(c)Except for any limitations on quantities in the Delivery-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 12 months after the expiration of this contract.

(End of Clause)

I.752.217-8OPTION 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 of period of performance end date.

(End of Clause)

I.852.217-9OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days of the expiration of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b)If the Government exercises this option, the extended contract shall be

considered to include this option clause.

(c)The total duration of this contract, including the exercise of any options

under this clause, shall not exceed 5 years.

(End of Clause)

I.952.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010)

(a) During the term of this contract, the Contractor shall post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2 (d) and (f).

(1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor’s plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any website that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor’s website that contains the full text of the poster. The link to the Department’s website, as referenced in (b)(3) of this section, must read, “Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers.”

(b) This required employee notice, printed by the Department of Labor, may be—

(1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor–Management Standards or Office of Federal Contract Compliance Programs;

(2) Provided by the Federal contracting agency if requested;

(3) Downloaded from the Office of Labor–Management Standards Web site at www.dol.gov/olms/regs/compliance/EO13496.htm; or

(4) Reproduced and used as exact duplicate copies of the Department of Labor’s official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.

(d) The Contractor shall comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause.

(3) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of Clause)

I.10GENERAL SERVICES ADMINISTRATION ACQUISITION MANUAL (GSAM) CLAUSES

I.10.1552.203-71RESTRICTION ON ADVERTISING (SEP 1999)

The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the White House, the Executive Office of the President, or any other element of the Federal Government, or is considered by these entities to be superior to other products or services. Any advertisement by the Contractor, including price-off coupons, that refers to a military resale activity shall contain the following statement: “This advertisement is neither paid for nor sponsored, in whole or in part, by any element of the United States Government

(End of Clause)

I.10.2552.215-70EXAMINATION OF RECORDS BY GSA (FEB1996) 532.806

The Contractor agrees that the Administrator of General Services or any duly authorized representatives shall, until the expiration of 3 years after final payment under this contract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of the Contractor involving transactions related to this contract or compliance with any clauses thereunder. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the Subcontractor agrees that the Administrator of General Services or any authorized representatives shall, until the expiration of 3 years after finalpayment under the subcontract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of such Subcontractor involving transactions related to the subcontract or compliance with any clauses thereunder. The term “subcontract” as used in this clause excludes (a) purchase orders not exceeding $100,000 and (b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

(End of Clause)

I.10.3552.229-71FEDERAL EXCISE TAX—DC GOVERNMENT (SEP 1999)

If the District of Columbia cites an Internal Revenue Tax Exempt Certificate Number on orders placed under this contract, the Contractor shall bill shipments to the District of Columbia at prices exclusive of Federal excise tax and show the amount of such tax on the invoice.

(End of Clause)

I.10.4552.232-23ASSIGNMENT OF CLAIMS (SEP1999)

Because this is a requirements or indefinite quantity contract under which more than one agency may place orders, paragraph (a) of the Assignment of Claims clause (FAR52.232-23) is inapplicable and the following is substituted therefore:

In order to prevent confusion and delay in making payment, the Contractor shall not assign any claim(s) for amounts due or to become due under this contract. However, the Contractor is permitted to assign separately to a bank, trust company, or other financial institution, including any Federal lending agency, under the provisions of the Assignment of Claims Act, as amended, 31U.S.C.3727, 41U.S.C.15 (hereinafter referred to as "the Act"), all amounts due or to become due under any order amounting to $1,000 or more issued by any Government agency under this contract. Any such assignment takes effect only if and when the assignee files written notice of the assignment together with a true copy of the instrument of assignment with the contracting officer issuing the order and the finance office designated in the order to make payment. Unless otherwise stated in the order, payments to an assignee of any amounts due or to become due under any order assigned may, to the extent specified in the Act, be subject to reduction or set-off.