1
EXHIBIT 10.18
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SOLICITATION/CONTRACT ORDER FOR COMMERCIAL ITEMS 1. Requisition Number Page 1 of
Offeror to Complete Blocks 12, 17, 23, 24, & 30 ATMIPR96300015 13
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2. Contract No. 3. Award/Effective Date 4. Order Number 5. Solicitation Number 6. Solicitation Issue Date
N00140-96-C-2410 03 JUL 1996 N00140-96-R-2410 6/17/96
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7. FOR SOLICITATION A. Name B. Telephone (No Collect Calls) 8. Offer Due Date/Local Time
INFORMATION CALL ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇ COB 7/1/96
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9. Issued By N00140 10. This Acquisition Is 11. Deliver For FOB Destination Unless Box Is 12. Discount
------ SIC Marked [ ] Schedule Terms
[X] Unrestricted
FISC Norfolk Detachment Philadelphia Percent Set Aside -------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇ [ ] Set Aside [ ] 13a. This contract is a rated order under ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ [ ] Small Business Size (13 CFR 700)
[ ] Small Disadvantaged -------------------------------------------------------------
Business 13b. Rating
[ ] 8(a)
-------------------------------------------------------------
14. Method of Solicitation
[ ] RFQ [ ] IFB [X] RFP
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15. Deliver To: Code 16. Administered By: Code
S0507A
Electronic deliveries to DMA & designated ---------- DCMAO San Francisco -----------
field activities at Defense Mapping Agency, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇
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17a. Contractor/Offeror Code 04AE6 Facility 18a. Payment Will Be Made By: Code SC1004
----- --------- -----------
CyberSource Corporation DFAS-Columbus Center
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ DFAS-CO-JWV-Van Nuys Division
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (800)617-7638 X50 ▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
Telephone:
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[ ] 17b. Check if remittance is different and put [ ] See Addendum
such address in offer 18b. Submit Invoices To Address Shown in Block 18a. Unless Block
Below Is Checked.
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19. Item No. 20. Schedule of Supplies/Services 21. Quantity 22. ▇▇▇▇ ▇▇. Unit Price 24. Amount
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SEE PAGE 2
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25. Accounting & Appropriation Data 26. Total Award Amount
AA: 9760300.4802 8C6 8500AP AT0000140DD 663200 $1,289,760.00 $1,289,760.00
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[ ] 27a. Solicitations Incorporate By Reference FAR 52.212-1, 52.212-4. FAR 523.212.3 And 52.212.5 Are Attached.
Adden [ ] Are [ ] Are Not Attached
[X] 27b. Contracts/Purchase Orders Incorporated By Reference FAR 52.212-4. FAR 52.212-6 Is Attached.
Adden [ ] Are [ ] Are Not Attached
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28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND 29. AWARD OF CONTRACT: REFERENCE CyberSource OFFER DATED 6/25/96
[ ] RETURN TWO COPIES TO ISSUING OFFICE. CONTRACTOR AGREES [X] YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR
TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHER- CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:
WISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS ALL
SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.
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30A. Signature of Offeror/Contractor ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (Signature of Contracting Officer)
/s/ J. J. SWIZEWSKI
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30b. Name & Title of Signer (Type or Print) 30c. Date Signed 31b. Name of Contracting Officer 31c. Date Signed
J. J. SWIZEWSKI 7/3/96
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32a. Quantity in Column 20 Has Been 33, Ship Number 34. DO Voucher Number 35. Amount Verified
Accepted and Conforms Correct For
[ ] Received [ ] Inspected [ ] to the Contract, ----------------
Except As Noted [ ] Partial [ ] Full
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32b. Signature of Authorized Govt. 32c. Date Signed 36. Payment 37. Check Number
Representative [ ] Complete [ ] Partial [ ] Final
---------------------------------------------------------------------
38. S/R Account Number 39. S/R Voucher Number 40. Paid By
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41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. Received By (Print)
41b. Signature and Title of Certifying 41c. Date Signed 42b. Received At (Location
Officer
42c. Data Rec'd (YY/MM/DD) 42d. Received By (Print)
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STANDARD FORM 1449 (10/95)
FISC NORFOLK DET PHIL ELECTRONIC
VERSION
2
N00140-96-C-2410
Page 2
Schedule of Supplies/Services (cont.)
Item No. Description Qty Unit Unit Price Amount
-------- ----------------------------- ------ ---- ---------- -----------
0001 Microsoft Office Standard
License maintenance 2 yrs.
P/N 021-050-MNT 3,000 EA $168.00 $504,000.00
0002 Microsoft Office Professional
License maintenance 2 yrs.
P/N 269-050-MNT 1,000 EA $201.00 $201,000.00
0003 Microsoft Windows 32-bit OS
License maintenance 2 yrs.
P/N 236-075-MNT 2,000 EA $105.00 $210,000.00
0004 Microsoft Project
License maintenance 2 yrs.
P/N 076-050-MNT 300 EA $120.00 $ 36,000.00
0005 Claris Filemaker for MAC
License maintenance 2 yrs.
P/N 816150U 1,000 EA $108.00 $108,000.00
0006 Claris Filemaker for WIN
License maintenance 2 yrs.
P/N 921150U 500 EA $108.00 $ 54,000.00
0007 Claris Draw for MAC
License maintenance 2 yrs.
P/N 864050U 1,000 EA $104.00 $104,000.00
0008 Claris Draw for WIN
License maintenance 2 yrs.
P/N 926050U 100 EA $104.00 $ 10,400.00
0009 Symantic Anti-virus License 4,000 EA $ 10.97 $ 43,880.00
0010 Symantic Anti-virus
License maintenance 2 yrs. 4,000 EA $ 4.62 $ 18,480.00
3
CYBERSOURCE CORPORATION'S BID FOR ELECTRONIC DELIVERY OF SOFTWARE LICENSE
MAINTENANCE SOLICITATION N00140-96-R-2410
(7) PRICE
ITEM
NUMBER COMPANY PRODUCT NAME TYPE PART NUMBER QUANTITY UNIT PRICE EXTENDED PRICE
------ --------- ------------ ---- ------------ -------- ---------- ---------------
0001 Microsoft Office for Windows(R) Maintenance 2yr.-- MNT 021-050-MNT 3000 $168.00 $ 504,000.00
English
0002 Microsoft Office Professional for Windows(R) with MNT 269-050-MNT 1000 $201.00 $ 201,000.00
Access Maintenance 2yr.--English
0003 Microsoft Windows(R) 32-Bit Family Maintenance MNT 236-075-MNT 2000 $105.00 $ 210,000.00
2yr.--English
0004 Microsoft Project for Windows(R) Maintenance MNT 076-050-MNT 300 $120.00 $ 36,000.00
2yr.--English
0005 Claris ClarisFilemaker Pro VLA Maintenance MNT 816150U 1000 $108.00 $ 108,000.00
for Mac 2yr.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 500 $108.00 $ 54,000.00
for Win 2yr.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 1000 $104.00 $ 104,000.00
for Mac 2yr.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 100 $104.00 $ 10,400.00
for Win 2yr.
0009 Symantec Antivirus for Mac and Windows Lics ▇▇-▇▇-▇▇▇▇▇ 4000 $ 10.97 $ 43,880.00
0010 Symantec Antivirus Maintenance 2 yr. for MNT ▇▇-▇▇-▇▇▇▇▇ 4000 $ 4.62 $ 18,480.00
Mac and Windows (Upgrade Insurance)
TOTAL $1,289,760.00
All products will be delivered via encrypted electronic delivery over the
Internet. FOB destination.
There are no prompt payment terms available.
4
N00140-96-C-2410
Page 5
2 > RECORD NUMBER; 1617PRD0001
CBD ISSUE DATE: 06/17/96 SECTION: Procurements FSC CODE: D
KEYWORDS: FISC NORFOLK DETACHMENT PHILADELPHIA
TITLE: SOFTWARE LICENSE MAINTENANCE
SOL N00140-96-R-2410 DUE: N/A
POC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Contract Negotiator, (▇▇▇)▇▇▇-▇▇▇▇. This is a combined
synopsis/solicitation for commercial items prepared in accordance with the
format in Subpart 12.6, as supplemented with additional information included in
this notice. This announcement constitutes the only solicitation, proposals are
being requested and a written solicitation will not be issued. Solicitation
number N00140-96-R-2410 is issued as a Request for Proposal. This acquisition
is restricted to the software manufacturers or an authorized dealer of the
software products since they are the only sources who can provide the required
software licenses and maintenance. The software license maintenance is required
for two (2) years. All software updates, upgrades and new versions shall be
provided electronically. The electronic delivery of the software products under
maintenance is required via downloading from the Internet. All updates,
upgrades and new versions of the software products under maintenance shall be
available on the Internet on the same day they are received from the
publisher/manufacturer. Notification on the availability of updates, upgrades
and new versions shall be sent to the designated end-user. The contractor shall
also provide the government with a local or toll free phone number for
questions or service calls. Item number 0001 is for software license
maintenance for Microsoft Office Standard, Part Number 021-050-MNT, Quantity
3,000. Item number 0002 is for software license maintenance for Microsoft
Office Professional, Part Number 269-050-MNT, Quantity 1,000. Item number 0003
is for software license maintenance for Microsoft Windows 32-bit Operating
System (OS), Part Number 236-075-MNT, Quantity 2,000. Item number 0004 is for
software license maintenance for Microsoft Project, Part Number 076-050-MNT,
Quantity 300. Item number 0005 is for software license maintenance for Claris
Filemaker for Macintosh, Part Number 816150U, Quantity 1,000. Item number 0006
is for software license maintenance for Claris Filemaker for Windows, Part
Number 921150U, Quantity 500. Item number 0007 is for software license
maintenance for Claris Draw for Macintosh, Part Number 864050U, Quantity 1,000.
Item number 0008 is for software license maintenance for Claris Draw for
Windows, Part Number 926050U, Quantity 100. Item number 0009 is for initial
license Symantec Anti-virus software, Quantity 4,000. Item number 0010 is for
software license maintenance for Symantec Anti-virus software, Quantity 4,000.
Electronic deliveries shall be made to the Defense Mapping Agency (DMA), ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ and their designated field activities
during the two-year term of this maintenance contract. All proposals received
shall specify FOB Destination. This solicitation and incorporated provisions
and clauses are those in effect through FAC 90-37. The following FAR provisions
and clauses apply to this solicitation and are incorporated by reference: FAR
52.212-1 Instructions to Offerors-Commercial Items. 52.212-2
Evaluation-Commercial Items. The government will award a contract resulting
from this solicitation to the responsible offeror whose offer conforms to the
minimum technical requirements and submits the lowest overall price. The
following factors shall be used to evaluate offers: price and past performance,
FAR 52.212-3 Offeror Representations and
5
N00140-96-C-2410
Page 6
Certifications-Commercial Items, FAR 52.212-4 Contract Terms and
Conditions-Commercial Items, and FAR 52.212-5 Contract Terms and Conditions
Required to Implement Statutes or Executive Orders-Commercial Items. The
solicitation & incorporated provisions and clauses are those in effect through
FAC 90-37. The following DFAR provisions and clauses apply to this solicitation
and are incorporated by reference: DFAR 252.212-7000 Offeror Representations
and Certifications-Commercial Items, and DFAR 252.212-7001 Contract Terms and
Conditions Required to Implement Statutes Applicable to Defense Acquisitions of
Commercial Items. The Government will evaluate the quality of the offeror's
past performance. This evaluation is separate and distinct from the Contracting
Officer's responsibility determination. The assessment of the offeror's past
performance will be used as a means of evaluating the relative capability of
the offeror and other competitors to successfully meet the requirements of the
solicitation. The offeror shall describe its past performance on directly
related or similar contracts it has held within the last five (5) years which
are of similar scope, magnitude and complexity to that which is detailed in the
solicitation. Offerors which describe similar contracts shall provide a
detailed explanation demonstrating the similarity of the contracts to the
requirements of the solicitation. The Government will consider Termination for
Default, delinquencies, failure to comply with specifications and/or SOW
requirements, cost overruns, amount of rework and any other information which
reflects the overall quality of the offeror's past performance. The offeror
shall provide the following information regarding its past performance:
Contract Number(s), Name and reference point of contact at the federal, state,
local government or commercial entity for which the contract was performed,
Dollar value of the contract, Detailed description of the work performed, Names
of subcontractor(s) used, if any, and a description of the extent of work
performed by the subcontractor(s), and The number, type and severity of any
quality, delivery or cost problems in performing the contract, the corrective
action taken and the effectiveness of the corrective action. The Government
reserves the right to obtain information for use in the evaluation of past
performance from any and all sources including sources outside of the
Government. Offerors lacking relevant past performance history will receive a
neutral rating for past performance. However, the proposal of an offeror with
no relevant past performance history, while rated neutral for past performance,
may not represent the most advantageous proposal to the Government and thus,
may be an unsuccessful proposal when compared to the proposals of other
offerors. The offeror must provide the information requested above for the past
performance evaluation or affirmatively state that it possesses no relevant
directly related or similar past performance. An offeror failing to provide the
past performance information or to assert that is has no relevant directly
related or similar past performance will be considered ineligible for award.
Award will be made to the eligible, responsible offeror whose offer, conforming
to the solicitation, is determined most advantageous to the Government price
and past performance considered. The evaluation will consider past performance
equal in important to price. The Government reserves the right to award the
contract to other than the lowest priced offeror. Vendors wishing to respond to
this solicitation should provide this office with the following as a minimum: a
price proposal on company letterhead or SF 1449 for the requested items showing
unit price, extended price, technical information, past performance
information, prompt payment
6
N00140-96-C-2410
Page 7
terms, remittance address and a copies of FAR 52.212-13 and DFAR
252.212-7000, to be provided to an offeror upon request. Responses to this
solicitation are due Close of Business (COB) 01 July 1996. All offers shall be
sent to FISC Philadelphia, attention Ms. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Code 0221F and should
reference solicitation N00140-96-R-2410, SYN 307.
[FISC NORFOLK DETACHMENT PHILADELPHIA], ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇. ▇▇.,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(0165)
******
7
N00140-96-C-2410
Page 8
ADDENDA
CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FAR 52.212-4)(OCT 1995)
(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those
items that conform to the requirements of this contract. The Government reserves
the right to inspect or test any supplies or services that have been tendered
for acceptance. The Government may require repair or replacement of
nonconforming supplies or reperformance of nonconforming services at no increase
in contract price. The Government must exercise its postacceptance rights (1)
within a reasonable time after the defect was discovered or should have been
discovered; and (2) before any substantial change occurs in the condition of the
item, unless the change is due to the defect in the item.
(b) Assignment. The Contractor or its assignee's rights to be paid amounts due
as a result of performance of this contract, may be assigned to a bank, trust
company, or other financing institution, including any Federal lending agency in
accordance with the Assignment of Claims Act (31 U.S.C. 3727).
(c) Changes. Changes in the terms and conditions of this contract may be made
only by written agreement of the parties.
(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as
amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach
agreement on any request for equitable adjustment, claim, appeal or action
arising under or relating to this contract shall be a dispute to be resolved in
accordance with the clause at FAR 52.233-1, Disputes, which is incorporated
herein by reference. The Contractor shall proceed diligently with performance of
this contract, pending final resolution of any dispute arising under the
contract.
(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein
by reference.
(f) Excusable delays. The Contractor shall be liable for default unless
nonperformance is caused by an occurrence beyond the reasonable control of the
Contractor and without its fault or negligence such as, acts of God or the
public enemy, acts of the Government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The Contractor shall notify the
Contracting Officer in writing as soon as it is reasonably possible after the
commencement of any excusable delay, setting forth the full particulars in
connection therewith, shall remedy such occurrence with all reasonable dispatch,
and shall promptly give written notice to the Contracting Officer of the
cessation of such occurrence.
(g) Invoice. The Contractor shall submit an original invoice and three copies
(or electronic invoice, if authorized,) to the address designated in the
contract to receive invoices. An invoice must include -
(1) Name and address of the Contractor;
(2) Invoice date;
(3) Contract number, contract line item number and, if applicable, the
order number;
(4) Description, quantity, unit of measure, unit price and extended price
of the items delivered;
(5) Shipping number and date of shipment including the ▇▇▇▇ of lading
number and weight of shipment if shipped on Government ▇▇▇▇ of lading;
(6) Terms of any prompt payment discount offered;
8
N00140-96-C-2410
Page 9
(7) Name and address of official to whom payment is to be sent; and
(8) Name, title, and phone number of person to be notified in event of
defective invoice.
Invoices will be handled in accordance with the Prompt Payment Act (31
U.S.C. 3903) and Office of Management and Budget (OMB) Circular A-125, Prompt
Payment.
(h) Patent indemnity. The contractor shall indemnify the Government and its
officers, employees and agents against liability, including costs, for actual
or alleged direct or contributory infringement of, or inducement to infringe,
any United States or foreign patent, trademark or copyright, arising out of the
performance of this contract, provided the Contractor is reasonably notified of
such claims and proceedings.
(i) Payment. Payment shall be made for items accepted by the Government that
have been delivered to the delivery destinations set forth in this contract.
The Government will make payment in accordance with the Prompt Payment Act (31
U.S.C. 3903) and Office of Management and Budget (OMB) Circular A-125, Prompt
Payment. Payments under this contract may be made by the Government either by
check, electronic funds transfer, or the Automated Clearing House, at the option
of the Government.
In connection with any discount offered for early payment, time shall be
computed from the date of the invoice. For the purpose of computing the
discount earned, payment shall be considered to have been made on the date
which appears on the payment check or the date on which an electronic funds
transfer was made.
(j) Risk of loss. Unless the contract specifically provides otherwise, risk of
loss or damage to the supplies provided under this contract shall remain with
the Contractor until, and shall pass to the Government upon:
(1) Delivery of the supplies to a carrier, if transportation is f.o.b.
origin; or
(2) Delivery of the supplies to the Government at the destination
specified in the contract, if transportation is f.o.b. destination.
(k) Taxes. The contract price includes all applicable Federal, State, and local
taxes and duties.
(l) Termination for the Government's convenience. The Government reserves the
right to terminate this contract, or any part hereof, for its sole convenience.
In the event of such termination, the Contractor shall immediately stop all
work hereunder and shall immediately cause any and all of its suppliers and
subcontractors to cease work. Subject to the terms of this contract, the
Contractor shall be paid a percentage of the contract price reflecting the
percentage of the work performed prior to the notice of termination, plus
reasonable charges the Contractor can demonstrate to the satisfaction of the
Government using its standard record keeping system, have resulted from the
termination. The Contractor shall not be required to comply with the cost
accounting standards or contract cost principles for this purpose. This
paragraph does not give the Government any right to audit the Contractor's
records. The Contractor shall not be paid for any work performed or costs
incurred which reasonably could have been avoided.
(m) Termination for cause. The Government may terminate this contract, or any
part hereof, for cause in the event of any default by the Contractor, or if the
Contractor fails to comply with any contract terms and conditions, or fails to
provide the Government, upon request, with adequate assurances of future
performance. In the event of termination for cause, the Government shall not be
liable to the Contractor for any amount for supplies or services not accepted,
and the Contractor shall be liable to the Government for any and all rights and
remedies provided by law. If it is determined that the Government improperly
terminated this contract for default, such termination shall be deemed a
termination for convenience.
9
N00140-96-C-2410
Page 10
(n) Title. Unless specified elsewhere in this contract, title to items
furnished under this contract shall pass to the Government upon acceptance,
regardless of when or where the Government takes physical possession.
(o) Warranty. The Contractor warrants and implies that the items delivered
hereunder are merchantable and fit for use for the particular purpose described
in this contract.
(p) Limitation of liability. Except as otherwise provided by an express or
implied warranty, the Contractor will not be liable to the Government for
consequential damages resulting from any defect or deficiencies in accepted
items.
(q) Other compliances. The Contractor shall comply with all applicable Federal,
State and local laws, executive orders, rules and regulations applicable to its
performance under this contract.
(r) Compliance with laws unique to Government contracts. The Contractor agrees
to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated
funds to influence certain Federal contracts; 18 U.S.C. 431 relating to
officials not to benefit; 40 U.S.C. 327, et seq., Contract Work Hours and
Safety Standards Act, 41 U.S.C. 51-58, Anti-Kickback Act of 1986;
41 U.S.C. 251 related to whistle blower protections; and 49 U.S.C. 40118, Fly
American.
(s) Order of precedence. Any inconsistencies in this solicitation or contract
shall be resolved by giving preference in the following order: (1) the schedule
of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other
Compliances, and Compliance with Laws Unique to Government Contracts paragraphs
of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or
contract, including any license agreements for computer software; (5)
solicitation provisions if this is a solicitation; (6) other paragraphs of this
clause: (7) the Standard Form 1449; (8) other documents, exhibits, and
attachments; and (9) the specification.
CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE
ORDERS - COMMERCIAL ITEMS (FAR 52.212-5)(JAN 1996)
(a) The Contractor agrees to comply with the following FAR clauses, which are
incorporated in this contract by reference, to implement provisions of law or
Executive orders applicable to acquisitions of commercial items:
(1) 52.222-3, Convict Labor (E.O. I1755); and
(2) 52.233-3, Protest After Award (31 U.S.C. 3553 and 40 U.S.C. 759).
(b) The contractor agrees to comply with the FAR and FIRMR clauses in this
paragraph (b) which the contracting officer has indicated as being incorporated
in this contract by reference to implement provisions of law or executive
orders applicable to acquisitions of commercial items or components:
_X_(1) 52.203-6, Restrictions on Subcontractor Sales to the Government,
with Alternate I (41 U.S.C. 253g and 10 U.S.C. 2402).
_X_(2) 52.203-10, Price or Fee Adjustment for Illegal or Improper Activity
(41 U.S.C. 423).
_X_(3) 52.219-8, Utilization of Small Business Concerns and Small
Disadvantaged Business Concerns (15 U.S.C. 637(d)(2) and (3));
_X_(4) 52.219-9, Small, Small Disadvantaged and Women-Owned Small Business
Subcontracting Plan (15 U.S.C. 637(d)(4));
10
N00140-96-C-2410
Page 11
___(5) 52.219-14, Limitation on Subcontracting (15 U.S.C. 637(a)(14)).
_X_(6) 52.222-26, Equal Opportunity (E.O. 11246).
_X_(7) 52.222-35, Affirmative Action for Special Disabled and Vietnam Era
Veterans (38 U.S.C. 4212).
_X_(8) 52.222-36, Affirmative Action for Handicapped Workers (29 U.S.C.
793).
_X_(9) 52.222-37, Employment Reports on Special Disabled Veterans and
Veterans of the Vietnam Era (38 U.S.C. 4212).
___(10) 52.225-3, Buy American Act-Supplies (41 U.S.C. 10).
___(11) 52.225-9, Buy American Act-Trade Agreements Act-Balance of
Payments Program (41 ▇.▇.▇. ▇▇, ▇▇ ▇.▇.▇. 2501-2582).
___(12) Reserved.
___(13) 52.225-18, European Union Sanctions for End Products (E.O. 12849).
___(14) 52.225-19, European Union Sanctions for Services (E.O. 12849).
___(15) 52.225-21, Buy American Act-North American Free Trade Agreement
Implementation Act-Balance of Payments Program (41 U.S.C. 10, Pub. L. 103-187).
___(16) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial
Vessels (46 U.S.C. 1241).
___(17) 201-39.5202-3, Procurement Authority (FIRMR).
(This acquisition is being conducted under _regulatory_delegation of GSA's
exclusive procurement authority for FIP resources. The specific GSA DPA case
number is _N/A_).
(c) The Contractor agrees to comply with the FAR clauses in this paragraph (c),
applicable to commercial services, which the Contracting Officer has indicated
as being incorporated in this contract by reference to implement provisions of
law or executive orders applicable to acquisitions of commercial items or
components:
NONE APPLICABLE.
___(1) 52.222-41, Service Contract Act of 1965, As amended (41 U.S.C. 351,
et seq.).
___(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (29
▇.▇.▇. ▇▇▇ ▇▇▇ ▇▇ ▇.▇.▇. ▇▇▇, et seq.).
___(3) 52.222-43, Fair Labor Standards Act and Service Contract Act-Price
Adjustment (Multiple Year and Option Contracts)(29 U.S.C. 206, and 41 U.S.C.
351, et seq.).
___(4) 52.222-44, Fair Labor Standards Act and Service Contract Act-Price
Adjustment (29 ▇.▇.▇. ▇▇▇ ▇▇▇ ▇▇ ▇.▇.▇. ▇▇▇, et seq.).
___(5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to
Successor Contract Pursuant to Predecessor Contractor Collective Bargaining
Agreement (CBA)(41 U.S.C. 351, et seq.).
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(d) Comptroller General Examination of Record. The Contractor agrees to comply
with the provisions of this paragraph (d) if this contract was awarded using
other than sealed bid, is in excess of the simplified acquisition threshold,
and does not contain the clause at 52.215-2, Audit and Records-Negotiation.
(1) The Comptroller General of the United States, or an authorized
representative of the Comptroller General, shall have access to and rights to
examine any of the Contractor's directly pertinent records involving
transactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable
times the records, materials, and other evidence for examination, audit, or
reproduction, until 3 years after final payment under this contract or for any
shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of
the other clauses of this contract. If this contract is completely or partially
terminated, the records relating to the work terminated shall be made available
for 3 years after any resulting final termination settlement. Records relating
to appeals under the disputes clause or to litigation or the settlement of
claims arising under or relating to this contract shall be made available until
such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting
procedures and practices, and other data, regardless of type and regardless of
form. This does not require the Contractor to create or maintain any record
that the Contractor does not maintain in the ordinary course of business or
provision of law.
(e) Notwithstanding the requirements of the clauses in paragraphs (a), (b),
(c) or (d) of this clause, the Contractor is not required to include any FAR
clause, other than those listed below (and as may be required by an addenda to
this paragraph to establish the reasonableness of prices under Part 15), in a
subcontract for commercial items or commercial components:
(1) 52.222-26, Equal Opportunity (E.O. 11246);
(2) 52.222-35, Affirmative Action for Special Disabled and Vietnam Era
Veterans (38 U.S.C. 2012(a)); and
(3) 52.222-36, Affirmative Action for Handicapped workers (29 U.S.C. 793).
(4) 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial
Vessels (46 U.S.C. 1241) (flow down not required for subcontracts awarded
beginning May 1, 1996).
CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE
ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (DFARS
252.212-7001)(NOV 1995)
(a) The Contractor agrees to comply with the Defense Federal Acquisition
Regulation Supplement (DFARS) clause 252.247-7023, Transportation of Supplies
by Sea, which is included in this contract by reference to implement 10 U.S.C.
2631.
(b) The Contractor agrees to comply with any clause that is checked on the
following list of DFARS clauses which, if checked, is included in this contract
by reference to implement provisions of law or Executive Orders applicable to
acquisitions of commercial items or components.
X 252.205-7000 Provision of Information to Cooperative Agreement Holders
--- (10 U.S.C. 2416).
252.206-7000 Domestic Source Restriction (10 U.S.C. 2304).
---
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252.219-7001 Notice of Partial Small Business Set-Aside With Preferential
----- Consideration for Small Disadvantages Business Concerns (__ Alternate
I)(Section 9004, Pub. L. 101-165(10 U.S.C. 2301 (repealed) note)).
252.219-7002 Notice of Small Disadvantages Business Set-Aside (__ Alternate
----- I)(15 U.S.C. 644).
252.219-7003 Small Business and Small Disadvantages Business Subcontracting
----- Plan (DoD Contracts)(15 U.S.C. 637)
252.219-7005 Incentive for Subcontracting with Small Businesses, Small
----- Disadvantaged Businesses, Historically Black Colleges and Universities
and Minority Institutions (__ Alternate I)(Section 9004, Pub. L.
101-165 (10 U.S.C. 2301 (repealed)(note)).
252.219-7006 Notice of Evaluation Preference for Small Disadvantages
----- Business Concerns (__ Alternate I)(15 U.S.C. 644).
X 252.225-7001 Buy American Act and Balance of Payments Program (41 U.S.C.
----- 10, E.O. 10582).
X 252.225-7007 Trade Agreements (10 U.S.C. 2501-2582).
-----
252.225-7012 Preference for Certain Domestic Commodities.
-----
252.225-7014 Preference for Domestic Specialty Metals (10 U.S.C. 2241
----- note).
252.225-7015 Preference for Domestic Hand or Measuring Tools (10 U.S.C.
----- 2241 note).
252.225-7017 Preference for United States and Canadian Valves and Machine
----- Tools (10 U.S.C. 25534(c)(2)).
252.225-7027 Limitation on Sales Commissions and Fees (12 U.S.C. 2779).
-----
252.225-7028 Exclusionary Policies and Practices of Foreign Governments (22
----- U.S.C. 2755).
252.225-7029 Restriction on Acquisition of Air Circuit Breakers (10 U.S.C.
----- 2534(a)(3)).
252.225-7036 North American Free Trade Agreement Implementation Act.
-----
X 252.227-7015 Technical Data-Commercial Items (10 U.S.C. 2320)
-----
X 252.227-7037 Validation of Restrictive Markings on Technical Data (10
----- U.S.C. 2321).
X 252.233-7000 Certification of Claims and Requests for Adjustment or Relief
----- (10 U.S.C. 2410).
252.242-7002 Submission of Commercial Freight Bills for Audit (31 U.S.C.
----- 3726).
X 252.247-7024 Notification of Transportation of Supplies by Sea (10 U.S.C.
----- 2631).
252.249-7001 Notification of Substantial Impact on Employment (10 U.S.C.
----- 2501 note).