SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMSOFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30
2. CONTRACT NO.

3. AWARD/EFFECTIVE DATEW911QY20C0101

17-Aug-2020

7. FOR SOLICITATIONINFORMATION CALL:

a. NAME

9. ISSUED BY

CODE

1. REQUISITION NUMBER
0011533611-0001

4. ORDER NUMBER

W911QYW6QK ACC-APG NATICKCONTRACTING DIVISIONBLDG 1 GENERAL GREENE AVENUE
NATICK MA 01760-5011

TEL:
FAX: 508-233-5700
11. DELIVERY FOR FOB DESTINA-

6. SOLICITATION ISSUE DATE

b. TELEPHONE NUMBER (No Collect Calls)

8. OFFER DUE DATE/LOCAL TIMEUNRESTRICTED OR

X SET ASIDE:

NAICS:HUBZONE SMALL
BUSINESSEDWOSB

325412SERVICE-DISABLED
VETERAN-OWNEDSMALL BUSINESS

8(A)SIZE STANDARD:

1,250
13b. RATING

13a. THIS CONTRACT IS ARATED ORDER UNDERDPAS (15 CFR 700)

Net 30 Days

MARKED

14. METHOD OF SOLICITATIONSEE SCHEDULE

RFQ

15. DELIVER TO

W56XNHCODE

100 % FOR:WOMEN-OWNED SMALL BUS NESS (WOSB)ELIG BLE UNDER THE WOMEN-OWNEDSMALL BUSINESS PROGRAM

12. DISCOUNT TERMSTION UNLESS BLOCK IS

44

5. SOLICITATION NUMBER

10. THIS ACQUISITION IS

X SMALL BUSINESSPAGE 1 OF

IFB

16. ADMINISTERED BY

RFP
CODE

BARDA

(b) (6)
BIOMEDICAL ADVANCED RESEARCH DEVELOPMENT AUTH
200 C STREET, SW
WASHINGTON DC 20024

17a.CONTRACTOR/
OFFERORSEE ITEM 9

FACILITY
CODE

CODE 3GQS9

3GQS918a. PAYMENT WILL BE MADE BY

CODE

HQ0490

DEFENSE FINANCE AND ACCOUNTING SERVICEDFAS-INDY VP GFEBS
8899 E 56TH STREETINDIANAPOLIS IN 46249-3800

OLOGY BIOSERVICES, INC
NANOTHERAPEUTICS
13200 NW NANO COURT
ALACHUA FL 32615-8726

TELEPHONE NO.386-462-9663
17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT
SUCH ADDRESS IN OFFER
19.
ITEM NO.

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCKX SEE ADDENDUM
BELOW IS CHECKED

20.
SCHEDULE OF SUPPLIES/ SERVICES

21.
QUANTITY

22.
UNIT

23.
UNIT PRICE

24.
AMOUNT

SEE SCHEDULE
26. TOTAL AWARD AMOUNT (For Gov t. Use Only )25. ACCOUNTING AND APPROPRIATION DATA(b) (4)See Schedule

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

ADDENDAARE

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.

ADDENDAARE

ARE NOT ATTACHED

X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

1COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND
DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANYADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF.
OFFER DATED 31-Jul-2020. YOUR OFFER ON SOLICITATION(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARESET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: SEE SCHEDULE

REF: Reservation of SARS-COV-2 Fill

31a.UNITED STATES OF AMERICA

30a. SIGNATURE OF OFFEROR/CONTRACTOR(SIGNATURE OF CONTRACTING OFFICER)(b) (6)30b. NAME AND TITLE OF SIGNER(TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER(TYPE OR PRINT)

31c. DATE SIGNEDSEAN AULD / CONTRACTING OFFICERTEL: (b) (6)17-Aug-2020

EMAIL: (b) (6)

AUTHORIZED FOR LOCAL REPRODUCTIONPREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)
Prescr bed by GSA – FAR (48 CFR) 53.212

PAGE 2 OF 44

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS(CONTINUED)
19.
ITEM NO.

20.
SCHEDULE OF SUPPLIES/ SERVICES

21.
QUANTITY

22.
UNIT

23.
UNIT PRICE

24.
AMOUNT

SEE SCHEDULE

32a. QUANTITY IN COLUMN 21 HAS BEEN
RECEIVEDINSPECTEDACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENTREPRESENTATIVE

REPRESENTATIVE

32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIEDCORRECT FOR

36. PAYMENT

37. CHECK NUMBERCOMPLETE
PARTIALPARTIAL

FINAL

FINAL

38. S/R ACCOUNT NUMBER

39. S/R VOUCHER NUMBER

40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)
41c. DATE
41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER
42b. RECEIVED AT (Location)
42c. DATE REC'D (YY/MM/DD)

AUTHORIZED FOR LOCAL REPRODUCTIONPREVIOUS EDITION IS NOT USABLE

42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK
Prescr bed by GSA – FAR (48 CFR) 53.212

W911QY20C0101
Page 3 of 44
Section SF 1449 - CONTINUATION SHEETITEM NO
0001

SUPPLIES/SERVICESQUANTITY
2

UNIT
MonthsUNIT PRICE(b) (4)AMOUNT(b) (4)Fill and Finish Capacity
FFP
The contractor shall provide the required program management associated with fill
and finish capacity reservation for the period beginning (b) (4)All required work shall be IAW the Statement of Work
(SOW) and Commercial Solution Proposal titled Reservation of SARSCOV-2 Filland Finish Manufacturing Capacity to Support Surge Response dated July 17,
2020, July 31, 2020 and August 10, 2020 respectively.
FOB: Destination
PSC CD: 6505

NET AMTITEM NO
000101

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICE(b) (4)AMOUNT$0.00

ACRN AA @(b) (4)FFP
PURCHASE REQUEST NUMBER: 0011533611-0001

NET AMT
ACRN AA
CIN: GFEBS001153361100001$0.00(b) (4)

W911QY20C0101
Page 4 of 44
ITEM NO
0002

SUPPLIES/SERVICESQUANTITY
9

UNIT
MonthsUNIT PRICE(b) (4)AMOUNT(b) (4)Fill and Finish Capacity
FFP
The contractor shall provide fill and finish capacity reservation for the period
beginning (b) (4)to include program management
associated with fill finish reservation. (b) (4). All required work shall be IAW the
SOW and Commercial Solution Proposal titled Reservation of SARSCOV-2 Filland Finish Manufacturing Capacity to Support Surge Response dated July 17,
2020, July 31, 2020 and August 10, 2020 respectively. The procurement of productor components required for fill is not part of fill and finish capacity.
FOB: Destination
PSC CD: 6505

NET AMTITEM NO
000201

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICE(b) (4)AMOUNT$0.00

ACRN AA @ (b) (4)FFP
PURCHASE REQUEST NUMBER: 0011533611-0001

NET AMT
ACRN AA
CIN: GFEBS001153361100002$0.00(b) (4)

W911QY20C0101
Page 5 of 44
ITEM NO
0003

SUPPLIES/SERVICESQUANTITY
12

UNIT
MonthsUNIT PRICEAMOUNT
NSP

Technical Data Deliverables
FFP
The contractor shall deliver technical data monthly IAW the contract datadeliverables listed Section C.4.1.3. of the Statement of Work (SOW). Datadeliverables are due IAW the delivery dates provided in Table 1 within Section
C.4.1.2. of the SOW.
FOB: Destination
PSC CD: 6505

NET AMT

STATEMENT OF WORKADDENDUM: The following pages hereby supplements FAR 52.212-4
SECTION C: STATEMENT of Work (SOW)
TITLE: COVID-19 Fill and Finish Manufacturing Capacity in Support of Operation Warp Speed
C.1. Requirement: The U.S. Army Contracting Command - Aberdeen Proving Ground (ACC-APG), Natick
Division (Natick) has a requirement to reserve domestic aseptic fill and finish manufacturing capacity for critical
vaccines and therapeutics in response to the COVID-19 pandemic in support of Joint Program Executive Office Chemical Biological Radiological Nuclear Defense (JPEO-CBRND), and Health and Human Services (HHS)’s
Biomedical Advanced Research and Development Authority (BARDA).
C.2. Objective: BARDA within the Office of the Assistant Secretary for Preparedness and Response (ASPR) at the
HHS seeks to identify, retain and secure domestic aseptic fill and finish manufacturing capacity for critical vaccines
and therapeutics. BARDA will secure domestic aseptic fill and finish manufacturing capacities to provide
uninterrupted supply for a wide-array of vaccines and therapeutics to meet BARDA requirements for the COVID-19
response. BARDA will coordinate the activities as awarded under these contracts.
C.3. Background: In the last twenty years, the U.S. has experienced the destructive effects of both acts of terrorism
and infectious disease outbreaks. While limited in scope, the anthrax attacks of 2001 were highly disruptive andsuggestive of the impact that large-scale acts of bioterrorism would have, if carried out successfully. Similarly,
concerns have escalated that terrorist groups might obtain and use chemical, radiological, and nuclear weapons
against civilian populations. Events of the last two decades – the SARS epidemic of 2003, the 2009 H1N1
pandemic, the 2014 Ebola epidemic and the on-going (2020) COVID-19 epidemic highlight the persistent threats ofemerging infectious diseases.
The Pandemic and All Hazards Preparedness Act (PAHPA) of 2006 established the BARDA to support
development and acquisition of Medical Countermeasures (MCMs) to prevent or treat the medical consequences ofchemical, biological, radiological, and nuclear (CBRN) threats, pandemic influenza (PI), and emerging infectious
diseases (EID). These MCMs include vaccines, therapeutics, diagnostics, and medical devices. Additionally,BARDA is entrusted to foster innovation of technologies that enable better manufacturing, testing, and utilization ofthese medical countermeasures.

W911QY20C0101
Page 6 of 44

This acquisition is part of a comprehensive strategy and commitment in the BARDA Strategic Plan (2011) toestablish assistance to MCM developers directly in the form of technical, clinical and regulatory assistance, andassist BARDA in addressing public health needs in an emergency. To date, BARDA has assisted developers directlyin the form of technical, clinical, and regulatory guidance from internal subject matter experts. BARDA established
the Centers for Innovation in Advanced Development and Manufacturing (CIADM), Clinical Studies Network(CSN), Nonclinical Studies Network, and the Fill / Finish Manufacturing Network (FFMN) with industry andgovernment partners to assist biological product developers with development, clinical studies and manufacturing.
The CIADMs and FFMN were created to rapidly manufacture vaccines and other biological products to address
influenza pandemics or emerging infectious disease outbreaks during public health emergencies. BARDA has
established the Nonclinical Studies Network and the Clinical Studies Network to provide CBRN MCM developers
with animal model and clinical studies.
In December 2019, a novel (new) coronavirus known as SARS-CoV-2 (“the virus”) was first detected in Wuhan,
Hubei Province, People’s Republic of China, causing outbreaks of the coronavirus disease COVID-19 that has now
spread globally. HHS declared a public health emergency on January 31, 2020, under section 319 of the Public
Health Service Act (42 U.S.C. 247d), in response to COVID-19. On March 1, 2020, the President of the UnitedStates, pursuant to sections 01 and 301 of the National Emergencies Act (50 U.S.C. 1601 et seq.) and consistent withsection 1135 of the Social Security Act (SSA), as amended (42 U.S.C. 1320b-5), proclaimed that the COVID-19
outbreak in the United States constitutes a national emergency.
As part of the US government’s response to the COVID-19 national emergency, BARDA in conjunction withmultiple product sponsors is working to develop therapeutics, vaccines and diagnostics to treat, prevent and detect
the spread of the SARS-CoV2 virus. Integral to the development of vaccines and biologics is the aseptic fill andfinish of these life-saving medical countermeasures.
The 2009 H1N1 influenza pandemic, and influenza vaccine shortages of 2004, illustrated the vulnerability that
dependency on offshore manufacturing of pandemic influenza vaccines entails. These events and trends prompted
the President and HHS to call for a critical review of the civilian Public Health Emergency Medical
Countermeasures Enterprise (PHEMCE). This review, led by the HHS ASPR, resulted in the August 2010 report;
The Public Health Emergency Medical Countermeasures Review: Transforming the Enterprise to Meet Long-Range
National Needs, that articulated as a strategic imperative that “Current vaccine manufacturers lack the capacity to
rapidly “fill and finish” sufficient quantities of pandemic vaccine for the Nation.” Typical seasonal vaccine andtherapeutic campaigns are scheduled events; where planning and production occur over a five to eight month period
and where the demand usually calls for 120-140 million units to be made. In contrast, pandemic events are
unpredictable; timeframes are compressed and the sterile injectable product(s) requirements are 3 to 6 times larger.
C.4. Scope of Work: The government seeks to reserve domestic aseptic fill and finish manufacturing capacity forcritical vaccines and therapeutics in response to the COVID-19 pandemic to ensure uninterrupted supply throughout
the COVID-19 campaign between (b) (4). The reserved capacity must include currently
unallocated production slots at the specific Contract Manufacturing Organization (CMO) facilities that could besecured for future government use. Included in the “capacity” are the costs associated with facilities and equipment
usage for a given production slot, labor, materials as well as support services necessary to fill, label, package, andrelease a standard batch fill. It is preferred that the offeror provide these services in-house for efficiency and in orderto minimize risk. The reservation must exclude the performance of any work in the reserved capacity without
explicit, written approval from the government. The offeror must be responsible for management of all activities tomeet the goals of the contract, including holding routine meetings with BARDA, and completion of meeting
minutes. On a monthly basis, the offeror(s) must provide a monthly report that includes capacity availability andutilization, as well as any issues that affect the operational availability of the reserved capacity.
C.4.1. The strategic objectives of this acquisition are to:C.4.1.1. Objective 1 – Aseptic Fill and Fill Manufacturing Capacity Reservation and Program Management
Requirements:

W911QY20C0101
Page 9 of 44

Supplies/services will be inspected/accepted at:
CLIN
0001
000101
0002
0002010003

INSPECT AT
Destination
N/A
Destination
N/A
N/A

INSPECT BY
Government
N/A
Government
N/A
N/A

ACCEPT AT
Destination
N/A
Destination
N/A
N/A

ACCEPT BY
Government
N/A
Government
N/A
Government

DELIVERY INFORMATION
CLIN

DELIVERY DATEQUANTITYSHIP TO ADDRESSDODAAC /
CAGE

0001

(b) (4)N/A

BARDA(b) (6)
BIOMEDICAL ADVANCED RESEARCHDEVELOPMENT AUTH
200 C STREET, SW
WASHINGTON DC 20024(b) (6)
FOB: Destination(b) (6)

N/A

N/A

N/A

N/A

BARDA
(b) (6)
BIOMEDICAL ADVANCED RESEARCHDEVELOPMENT AUTH
200 C STREET, SW
WASHINGTON DC 20024(b) (6)
FOB: Destination(b) (6)

N/A

N/A

N/A

N/A

BARDA
(b) (6)
BIOMEDICAL ADVANCED RESEARCHDEVELOPMENT AUTH
200 C STREET, SW
WASHINGTON DC 20024(b) (6)
FOB: Destination(b) (6)000101 N/A
0002(b) (4)000201 N/A
0003(b) (4)

ADDITIONAL SHIPPING INFOSECTION F DELIVERIES OR PERFORMANCE

W911QY20C0101
Page 10 of 44
F.1. Supply Chain Resiliency Plan:The contractor shall develop and submit within 30 calendar days of contract
award, a comprehensive Supply Chain Resiliency Program that provides identification and reporting of criticalcomponents associated with the secure supply of drug substance, drug product, and work-in-process through tofinished goods.
a)A critical component is defined as any material that is essential to the product or the manufacturing process
associated with that product. Included in the definition are consumables and disposables associated with
manufacturing. NOT included in the definition are facility and capital equipment.

Consideration of critical components includes the evaluation and potential impact of raw materials, excipients,
active ingredients, substances, pieces, parts, software, firmware, labeling, assembly, testing, analytical andenvironmental componentry, reagents, or utility materials which are used in the manufacturing of a drug, cell banks,
seed stocks, devices and key processing components and equipment. A clear example of a critical component is one
where a sole supplier is utilized.
The contractor shall identify key equipment suppliers, their locations, local resources, and the associated control
processes at the time of award. This document shall address planning and scheduling for active pharmaceuticalingredients, upstream, downstream, component assembly, finished drug product and delivery events as necessary forthe delivery of product.
a)Communication for these requirements shall be updated as part of an annual review, or as necessary, as part ofregular contractual communications.
b) For upstream and downstream processing, both single-use and re-usable in-place processing equipment, andmanufacturing disposables also shall be addressed. For finished goods, the inspection, labeling, packaging, andassociated machinery shall be addressed taking into account capacity capabilities.
c) The focus on the aspects of resiliency shall be on critical components and aspects of complying with thecontractual delivery schedule. Delivery methods shall be addressed, inclusive of items that are foreign-sourced,
both high and low volume, which would significantly affect throughput and adherence to the contractuallyagreed deliveries.
The contractor shall articulate in the plan, the methodology for inventory control, production planning, schedulingprocesses and ordering mechanisms, as part of those agreed deliveries.
a)

Production rates and lead times shall be understood and communicated to the Contracting Officer or theContracting Officer's Representative as necessary.
b) Production throughput critical constraints should be well understood by activity and by design, andcommunicated to contractual personnel. As necessary, communication should focus on identification,
exploitation, elevation, and secondary constraints of throughput, as appropriate.
Reports for critical items should include the following information:
a)
b)
c)
d)
e)
f)

Critical Material
Vendor
Supplier, Manufacturing / Distribution Location
Supplier Lead Time
Shelf Life
Transportation / Shipping restrictions

The CO and COR reserve the right to request un-redacted copies of technical documents, during the period of
performance, for distribution within the Government. Documents shall be provided within ten (10) days after CO
issues the request. The Contractor may arrange for additional time if deemed necessary, and agreed to by the CO.
F.2. Manufacturing Data Requirements: The Contractor shall submit within 30 calendar days of contract award
detailed data regarding project materials, sources, and manufacturing sites, including but not limited to: physicallocations of sources of raw and processed material by type of material; location and nature of work performed at

W911QY20C0101
Page 11 of 44
manufacturing, processing, and fill/finish sites; and location and nature of non-clinical and clinical studies sites. The
Government may provide a table in tabular format for Contractor to be used to submit such data which would
include but not be limited to the following:
•
•
•
•
•
•
•
•
•
•

Storage/inventory of ancillary materials (vials, needles, syringes, etc.)
Shipment of ancillary materials (vials, needles, syringes, etc.)
Disposal of ancillary materials (vials, needles, syringes, etc.)
Seed development or other starting material manufacturing
Bulk drug substance and/or adjuvant production
Fill, finish, and release of product or adjuvant
Storage/inventory of starting materials, bulk substance, or filled/final product or adjuvant
Stability information of bulk substance and/or finished product
Shipment of bulk substance of final productDisposal of bulk substance or final productF.3. Product Development Source Material and Manufacturing Reports and Projections: The Contractor shallsubmit a detailed spreadsheet regarding critical project materials that are sourced from a location other than the
United States, sources, and manufacturing sites, including but not limited to: physical locations of sources of raw
and processed material by type of material; location and nature of work performed at manufacturing sites; andlocation and nature of non-clinical and clinical study sites.
The Contractor will provide manufacturing reports and manufacturing dose tracking projections/actuals utilizing the“COVID-19 Dose Tracking Templates”, on any contract/agreement that is manufacturing product :
•

•
•
•

Contractor will submit Product Development Source Material Reporto Within month of contract awardo Within 30 days of substantive changes are made to sources and/or materialso and on the 6th month contract anniversary.
Contractor will update the Dose Tracking Template weekly, during manufacturing campaigns and COVID
response, with the first deliverable submission within 15 days of award/modification
The Government will provide written comments to the Product Development Source Material and
Manufacturing Report within 15 business days after the submission
If corrective action is recommended, Contractor must address all concerns raised by the Government in writing

F.4. Contractor Locations: The contractor shall submit detailed data regarding locations where work will be
performed under this contract, including addresses, points of contact, and work performed per location, to include
sub-contractors.
Contractor will submit Work Locations Report:•••

Within 5 business days of contract award
Within 30 business days after a substantive location or capabilities change
Within 2 business days of a substantive change if the work performed supports medical countermeasuredevelopment that addresses a threat that has been declared a Public Health Emergency by the HHS Secretary ora Public Health Emergency of International Concern (PHEIC) by the WHO

F.5. Access and General Protection/Security Policy and Procedures: This standard language text is applicable to
ALL employees working on critical information related to Operation Warp Speed (OWS), and to those with an areaof performance within a Government controlled installation, facility or area. Employees shall comply withapplicable installation, facility and area commander installation/facility access and local security policies andprocedures (provided by government representative). The performer also shall provide all information required forbackground checks necessary to access critical information related to OWS, and to meet Government installation
access requirements to be accomplished by installation Director of Emergency Services or Security Office. The
workforce must comply with all personnel identity verification requirements as directed by the Government and/or

W911QY20C0101
Page 14 of 44

Facility Lighting

Shipping and Receiving

Access Control

Employee/Visitor
Identification

Security Fencingb) CCTV coverage must include entry and exits to critical facilities,
perimeters, and areas within the facility deemed critical to the executionof the contract.
c) Video recordings must be maintained for a minimum of 30 days.
d) CCTV surveillance system must be on emergency power backup.
e) CCTV coverage must include entry and exits to critical facilities,
perimeters, and areas within the facility deemed critical to the executionof the contract.
f) Video recordings must be maintained for a minimum of 30 days.
g) CCTV surveillance system must be on emergency power backup.
a) Lighting must cover facility perimeter, parking areas, criticalinfrastructure, and entrances and exits to buildings.
b) Lighting must have emergency power backup.
c) Lighting must be sufficient for the effective operation of the CCTV
surveillance system during hours of darkness.
a) Must have CCTV coverage and an electronic access control system.
b) Must have procedures in place to control access and movement of drivers
picking up or delivering shipments.
c) Must identify drivers picking up Government products by government
issued photo identification.
a) Must have an electronic intrusion detection system with centralized
monitoring.
b) Responses to alarms must be immediate and documented in writing.
c) Employ an electronic system (i.e., card key) to control access to areas
where assets critical to the contract are located (facilities, laboratories,
clean rooms, production facilities, warehouses, server rooms, records
storage, etc.).
d) The electronic access control should signal an alarm notification ofunauthorized attempts to access restricted areas.
e) Must have a system that provides a historical log of all key accesstransactions and kept on record for a minimum of12 months.
f) Must have procedures in place to track issuance of access cards toemployees and the ability to deactivate cards when they are lost or an
employee leaves the company.
g) Response to electronic access control alarms must be immediate anddocumented in writing and kept on record for a minimum of 12 months.
h) Should have written procedures to prevent employee piggybacking
accessi) to critical infrastructure (generators, air handlers, fuel storage, etc.)
should be controlled and limited to those with a legitimate need foraccess.
j) Must have a written manual key accountability and inventory process.
k) Physical access controls should present a layered approach to criticalassets within the facility.
a) Should issue company photo identification to all employees.
b) Photo identification should be displayed above the waist anytime theemployee is on company property.
c) Visitors should be sponsored by an employee and must present
government issued photo identification to enter the property.
d) Visitors should be logged in and out of the facility and should be escorted
by an employee while on the premises at all times.
Requirements for security fencing will be determined by the criticality of the
program, review of the security plan, threat assessment, and onsite security
assessment.

W911QY20C0101
Page 16 of 44

Access Control

Training

Audit and Accountability

Configuration Management

Contingency Planning

Incident Response

Media and Information
Protection

Physical and Environmental
Protection

Network Protectiond) Cyber threat intelligence is received from information sharing forums andsources.
e) Threats, vulnerabilities, likelihoods, and impacts are used to determine
risk.
f) Identities and credentials are issued, managed, verified, revoked, andaudited for authorized devices, users and processes.
g) Users, devices, and other assets are authenticated (e.g., single-factor,
multifactor) commensurate with the risk of the transaction (e.g.,
individuals’ security and privacy risks and other organizational risks)a) Limit information system access to authorized users.
b) Identify information system users, processes acting on behalf of users, or
devices and authenticate identities before allowing access.
c) Limit physical access to information systems, equipment, and serverrooms with electronic access controls.
d) Limit access to/ verify access to use of external information systems.
a) Ensure that personnel are trained and are made aware of the security risks
associated with their activities and of the applicable laws, policies,
standards, regulations, or procedures related to information technology
systems.
a) Create, protect, and retain information system audit records to the extent
needed to enable the monitoring, analysis, investigation, and reporting of
unlawful, unauthorized, or inappropriate system activity. Records must
be kept for minimum must be kept for 12 months.
b) Ensure the actions of individual information system users can be
uniquely traced to those users.
c) Update malicious code mechanisms when new releases are available.
d) Perform periodic scans of the information system and real time scans offiles from external sources as files are downloaded, opened, or executed.
a) Establish and enforce security configuration settings.
b) Implement sub networks for publically accessible system componentsthat are physically or logically separated from internal networks.

a)

Establish, implement, and maintain plans for emergency response,
backup operations, and post-disaster recovery for information systems toensure the availability of critical information resources at all times.
a) Establish an operational incident handling capability for information
systems that includes adequate preparation, detection, analysis,containment, and recovery of cybersecurity incidents. Exercise thiscapability annually.
a) Protect information system media, both paper and digital.
b) Limit access to information on information systems media to authorizedusers.
c) Sanitize and destroy media no longer in use.
d) Control the use of removable media through technology or policy.
a) Limit access to information systems, equipment, and the respective
operating environments to authorized individuals.
b) Intrusion detection and prevention system employed on IT networks.
c) Protect the physical and support infrastructure for all information
systems.
d) Protect information systems against environmental hazards.
e) Escort visitors and monitor visitor activity.
Employ intrusion prevention and detection technology with immediate analysis
capabilities.

W911QY20C0101
Page 18 of 44
Natick, MA 01760-5011
Procurement Specialist:(b) (6)Bldg 1, General Greene Avenue
Natick, MA 01760-5011
In no event shall any understanding or agreement, contract modification, change order, or other matter in deviationfrom the terms of this contract between the contractor and a person other than the Contracting Officer be effective
or binding upon the government. All such actions must be formalized by a proper contractual document executed by
the Contracting Officer.
G.2 Government Technical Points of Contact:
Contracting Officers Representative:(b) (6)
Branch Chief CDMO Network
Pharmaceutical Countermeasures Infrastructure (PCI)
Biomedical Advanced Research and Development Authority (BARDA)
Office of the Assistant Secretary for Preparedness and Response (ASPR)
Department of Health and Human Services (HHS)(b) (6)

G.3 Contractor’s Contract Administration
Technical Point of Contact:(b) (6)
VP Science and Technology
Ology Bioservices, Inc,
13200 NW Nano Court
Alachua, FL 32615(b) (6)(b) (6)
Administrative Point of Contact:(b) (6)
SVP, Government Contracts
Ology Bioservices, Inc.
8490 Progress Drive, Suite 150, Frederick, MD 21701(b) (6)(b) (6)
G.4 Contractor’s Past Performance Point of Contact (POC):
Annual contract past performance evaluations will be performed by the government. The offeror shall identify aPoint of Contact (POC) to participate in these on-line evaluations. This individual is required to register in theContractor Performance Assessment Reporting System (CPARS @ http://www.cpars.csd.disa mil) and respond to
the government evaluations in a timely manner. The contractor POC responsible for this action is:Name and Title: (b) (6)W911QY20C0101
Page 19 of 44

G.5 Notifications of Revisions and Changes:
Notification of revision or changes to names or email addresses will be provided by official correspondence from the
PCO/ACO or office of the PCO/ACO in lieu of a contract modification. This does not apply to any such revisions orchanges in the event this contract includes a key personnel clause.

ACCOUNTING AND APPROPRIATION DATA
AA: 0212020202120400000664643255
COST CODE: A5XAHAMOUNT: (b) (4)S.0074658.5.11

6100.9000021001(b) (4)TERMS AND CONDITIONSSPECIAL CONTRACT REQUIREMENTS
H.1. The government hereby issues this contract action as an Undefinitized Contract Action (UCA) for the
reservation of fill and finish manufacturing capacity to secure availability of domestic capacity to perform fill andfinish services for government selected COVID-19 vaccine or therapeutics in support of OWS. The UCA award isbeing executed as a result of the MCM Commercial Solutions Opening (CSO) Solicitation W911QY-20-S-C001
Area of Interest (AOI) Number A001: COVID-19 Fill and Finish Manufacturing Capacity.
H.1.1. This contract shall be definitized NLT 180 days from the date of this award as required by the CONTRACT
DEFINITIZATION CLAUSE 252.217-7027. The government intends to obligate (b) (4)upon award of the
UCA. The government has developed a definitization schedule that defines the milestone events required todefinitize the contract sooner than the required 180 days. The government reserves the right to utilize up to the full
180 day for definitization as required.
H.2. Key Personnel: Any key personnel specified in this contract are considered to be essential to work
performance. At least thirty (30) calendar days prior to the contractorvoluntarily diverting any of the specified
individuals to other programs or contracts the contractorshall notify the Contracting Officer and shall submit ajustification for the diversion or replacement and a request to replace the individual. The request must identify the
proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meetor exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If
the employee of the contractoris terminated for cause or separates from the contractorvoluntarily with less than
thirty (30) calendar-day notice, the contractorshall provide the maximum notice practicable under the circumstances.
The contractorshall not divert, replace, or announce any such change to key personnel without the written consent of
the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect theagreement of the parties.
The following individuals are determined to be key personnel:

W911QY20C0101
Page 21 of 44
H.5. Disclosure of Information: Performance under this contract may require the contractorto access non-publicdata and information proprietary to a government agency, another government contractoror of such nature that its
dissemination or use other than as specified in the work statement would be adverse to the interests of thegovernment or others. Neither the Contractor, nor contractorpersonnel, shall divulge nor release data nor information
developed or obtained under performance of this contract, except authorized by government personnel or upon
written approval of the CO in accordance with OWS or other government policies and/or guidance. The
contractorshall not use, disclose, or reproduce proprietary data that bears a restrictive legend, other than as specified
in this contract, or any information at all regarding this agency.
The contractorshall comply with all government requirements for protection of non-public information.
Unauthorized disclosure of nonpublic information is prohibited by the government’s rules. Unauthorized disclosure
may result in termination of the contract, replacement of a contractoremployee, or other appropriate redress. Neither
the contractornor the Contractor‘s employees shall disclose or cause to be disseminated, any information concerning
the operations of the activity, which could result in, or increase the likelihood of, the possibility of a breach of theactivity‘s security or interrupt the continuity of its operations.
No information related to data obtained under this contract shall be released or publicized without the prior writtenconsent of the COR, whose approval shall not be unreasonably withheld, conditioned, or delayed, provided that nosuch consent is required to comply with any law, rule, regulation, court ruling or similar order; for submission to any
government entity’ for submission to any securities exchange on which the Contractor’s (or its parent corporation’s)securities may be listed for trading; or to third parties relating to securing, seeking, establishing or maintaining
regulatory or other legal approvals or compliance, financing and capital raising activities, or mergers, acquisitions,or other business transactions.
H.6. Publication and Publicity: The contractor shall not release any reports, manuscripts, press releases, orabstracts about the work being performed under this contract without written notice in advance to the government.
(a) Unless otherwise specified in this contract, the contractor may publish the results of its work under this contract.
The contractor shall promptly send a copy of each submission to the COR for security review prior to submission.
The contractor shall also inform the COR when the abstract article or other publication is published, and furnish acopy of it as finally published.
(b) Unless authorized in writing by the CO, the contractor shall not display government logos including Operating
Division or Staff Division logos on any publications.
(c) The contractor shall not reference the products(s) or services(s) awarded under this contract in commercial
advertising, as defined in FAR 31.205-1, in any manner which states or implies government approval orendorsement of the product(s) or service(s) provided.
(d) The contractor shall include this language, including this section (d) in all subcontracts where the subcontractor
may propose publishing the results of its work under the subcontract. The contractor shall acknowledge the supportof the government whenever publicizing the work under this contract in any media by including an
acknowledgement substantially as follows:"This project has been funded in whole or in part by the U.S. government under Contract No. ”W911QY-20-C0101”. The US government is authorized to reproduce and distribute reprints for governmental purposes
notwithstanding any copyright notation thereon.
H.7. Confidentiality of Information:a. Confidential information, as used in this article, means information or data of a personal nature about anindividual, or proprietary information or data submitted by or pertaining to an institution or organization.
b. The Contracting Officer and the contractormay, by mutual consent, identify elsewhere in this contract specificinformation and/or categories of information which the government will furnish to the contractoror that thecontractoris expected to generate which is confidential. Similarly, the Contracting Officer and the contractormay, by

W911QY20C0101
Page 22 of 44
mutual consent, identify such confidential information from time to time during the performance of the contract.
Failure to agree will be settled pursuant to the "Disputes" clause.
c. If it is established elsewhere in this contract that information to be utilized under this contract, or a portion
thereof, is subject to the Privacy Act, the contractorwill follow the rules and procedures of disclosure set forth in the
Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records
determined to be subject to the Privacy Act.
d. Confidential information, as defined in paragraph (a) of this article, shall not be disclosed without the priorwritten consent of the individual, institution, or organization.
e. Whenever the contractoris uncertain with regard to the proper handling of material under the contract, or if thematerial in question is subject to the Privacy Act or is confidential information subject to the provisions of thisarticle, the contractorshall obtain a written determination from the Contracting Officer prior to any release,
disclosure, dissemination, or publication.
f. Contracting Officer Determinations will reflect the result of internal coordination with appropriate program andlegal officials.
g. The provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other
Federal, State or local laws.
All above requirements MUST be passed to all Sub-contractors.
H.8. Organizational Conflicts of Interest: Performance under this contract may create an actual or potential
organizational conflict of interest such as are contemplated by FAR Part 9.505-General Rules. The contractorshallnot engage in any other contractual or other activities which could create an organizational conflict of interest (OCI).
This provision shall apply to the prime contractorand all sub-Contractors. This provision shall have effectthroughout the period of performance of this contract, any extensions thereto by change order or supplemental
agreement, and for two (2) years thereafter. The government may pursue such remedies as may be permitted by law
or this contract, upon determination that an OCI has occurred.
The work performed under this contract may create a significant potential for certain conflicts of interest, as set forthin FAR Parts 9.505-1, 9.505-2, 9.505-3, and 9.505-4. It is the intention of the parties hereto to prevent both thepotential for bias in connection with the Contractor‘s performance of this contract, as well as the creation of any
unfair competitive advantage as a result of knowledge gained through access to any non-public data or third party
proprietary information.
The contractorshall notify the Contracting Officer immediately whenever it becomes aware that such access orparticipation may result in any actual or potential OCI. Furthermore, the contractorshall promptly submit a plan to
the Contracting Officer to either avoid or mitigate any such OCI. The Contracting Officer will have sole discretionin accepting the Contractor‘s mitigation plan. In the event the Contracting Officer unilaterally determines that any
such OCI cannot be satisfactorily avoided or mitigated, other remedies may be taken to prohibit the contractorfrom
participating in contract requirements related to OCI.
Whenever performance of this contract provides access to another Contractor‘s proprietary information, thecontractorshall enter into a written agreement with the other entities involved, as appropriate, in order to protect suchproprietary information from unauthorized use or disclosure for as long as it remains proprietary; and refrain fromusing such proprietary information other than as agreed to, for example to provide assistance during technicalevaluation of other Contractors’ offers or products under this contract. An executed copy of all proprietary
information agreements by individual personnel or on a corporate basis shall be furnished to the CO within fifteen(15) calendar days of execution.
H.9. Institutional Responsibility Regarding Investigator Conflicts of Interest: The Institution (includes any
Contractor, public or private, excluding a Federal agency) shall comply with the requirements of 45 CFR Part 94,

W911QY20C0101
Page 23 of 44
Responsible Prospective Contractors, which promotes objectivity in research by establishing standards to ensure that
Investigators (defined as the project director or principal Investigator and any other person, regardless of title orposition, who is responsible for the design, conduct, or reporting of research funded under government contracts, or
proposed for such funding, which may include, for example, collaborators or consultants) will not be biased by any
Investigator financial conflicts of interest. 45 CFR Part 94 is available at the following Web site:
http://www.ecfr.gov/cgibin/textidx?c=ecfr&SID=0af84ca649a74846f102aaf664da1623&rgn=div5&view=text&node=45:1.0.1.1.51&idno=
As required by 45 CFR Part 94, the Institution shall, at a minimum:
a. Maintain an up-to-date, written, enforceable policy on financial conflicts of interest that complies with 45 CFRPart 94, inform each Investigator of the policy, the Investigator's reporting responsibilities regarding disclosure ofsignificant financial interests, and the applicable regulation, and make such policy available via a publicly accessible
Web site, or if none currently exist, available to any requestor within five business days of a request. A significant
financial interest means a financial interest consisting of one or more of the following interests of the Investigator(and those of the Investigator's spouse and dependent children) that reasonably appears to be related to theInvestigator's institutional responsibilities:
1. With regard to any publicly traded entity, a significant financial interest exists if the value of any remuneration
received from the entity in the twelve months preceding the disclosure and the value of any equity interest in theentity as of the date of disclosure, when aggregated, exceeds $5,000. Included are payments and equity interests;
2. With regard to any non-publicly traded entity, a significant financial interest exists if the value of any
remuneration received from the entity in the twelve months preceding the disclosure, when aggregated,exceeds $5,000, or when the Investigator (or the Investigator's spouse or dependent children) holds any equity
interest; or
3. Intellectual property rights and interests, upon receipt of income related to such rights and interest.
Significant financial interests do not include the following:
1. Income from seminars, lectures, or teaching, and service on advisory or review panels for government agencies,
Institutions of higher education, academic teaching hospitals, medical centers, or research institutes with an
Institution of higher learning; and2. Income from investment vehicles, such as mutual funds and retirement accounts, as long as the Investigator does
not directly control the investment decisions made in these vehicles.
b. Require each Investigator to complete training regarding the Institution's financial conflicts of interest policy prior
to engaging in research related to any government funded contract and at least every four years. The Institution musttake reasonable steps [see Part 94.4(c)] to ensure that investigators working as collaborators, consultants or
subcontractors comply with the regulations.
c. Designate an official(s) to solicit and review disclosures of significant financial interests from each Investigator
who is planning to participate in, or is participating in, the government funded research.
d. Require that each Investigator who is planning to participate in the government funded research disclose to theInstitution's designated official(s) the Investigator's significant financial interest (and those of the Investigator's
spouse and dependent children) no later than the date of submission of the Institution's proposal for government
funded research. Require that each Investigator who is participating in the government funded research to submit an
updated disclosure of significant financial interests at least annually, in accordance with the specific time period
prescribed by the Institution during the period of the award as well as within thirty days of discovering or acquiring
a new significant financial interest.

W911QY20C0101
Page 24 of 44e. Provide guidelines consistent with the regulations for the designated official(s) to determine whether an
Investigator's significant financial interest is related to government funded research and, if so related, whether thesignificant financial interest is a financial conflict of interest. An Investigator's significant financial interest is related
to government funded research when the Institution, thorough its designated official(s), reasonably determines thatthe significant financial interest: Could be affected by the government funded research; or is in an entity whose
financial interest could be affected by the research. A financial conflict of interest exists when the Institution,
through its designated official(s), reasonably determines that the significant financial interest could directly andsignificantly affect the design, conduct, or reporting of the government funded research.
f. Take such actions as necessary to manage financial conflicts of interest, including any financial conflicts of a
subcontractor Investigator. Management of an identified financial conflict of interest requires development andimplementation of a management plan and, if necessary, a retrospective review and mitigation report pursuant toPart 94.5(a).
g. Provide initial and ongoing FCOI reports to the Contracting Officer pursuant to Part 94.5(b).
h. Maintain records relating to all Investigator disclosures of financial interests and the Institution's review of, andresponse to, such disclosures, and all actions under the Institution's policy or retrospective review, if applicable, forat least 3 years from the date of final payment or, where applicable, for the other time periods specified in 48 CFRPart 4, subpart 4.7, Contract Records Retention.
i. Establish adequate enforcement mechanisms and provide for employee sanctions or other administrative actions toensure Investigator compliance as appropriate.
j. Complete the certification in Section K - Representations, Certifications, and Other Statements of Contractors
titled "Certification of Institutional Policy on Financial Conflicts of Interest".
If the failure of an Institution to comply with an Institution's financial conflicts of interest policy or a financial
conflict of interest management plan appears to have biased the design, conduct, or reporting of the government
funded research, the Institution must promptly notify the Contracting Officer of the corrective action taken or to betaken. The Contracting Officer will consider the situation and, as necessary, take appropriate action or refer thematter to the Institution for further action, which may include directions to the Institution on how to maintainappropriate objectivity in the government funded research project.
The Contracting Officer and/or government may inquire at any time before, during, or after award into any
Investigator disclosure of financial interests, and the Institution's review of, and response to, such disclosure,regardless of whether the disclosure resulted in the Institution's determination of a financial conflict of interests. The
Contracting Officer may require submission of the records or review them on site. On the basis of this review ofrecords or other information that may be available, the Contracting Officer may decide that a particular financial
conflict of interest will bias the objectivity of the government funded research to such an extent that further
corrective action is needed or that the Institution has not managed the financial conflict of interest in accordancewith Part 94.6(b). The issuance of a Stop Work Order by the Contracting Officer may be necessary until the matteris resolved.
If the Contracting Officer determines that government funded clinical research, whose purpose is to evaluate thesafety or effectiveness of a drug, medical device, or treatment, has been designed, conducted, or reported by an
Investigator with a financial conflict of interest that was not managed or reported by the Institution, the Institution
shall require the Investigator involved to disclose the financial conflict of interest in each public presentation of theresults of the research and to request an addendum to previously published presentations.
H.10. Cancellation Fee Terms and Conditions: The government and the contractor agree that the following
cancellation fee shall be applied to the CLIN 0002:

W911QY20C0101
Page 26 of 44
52.232-40
252.203-7000
252.203-7003
252.204-7012
252.211-7003
252.232-7003
252.232-7010
252.244-7000

Providing Accelerated Payments to Small BusinessSubcontractors
Requirements Relating to Compensation of Former DoD
Officials
Agency Office of the Inspector General
Safeguarding Covered Defense Information and Cyber
Incident Reporting
Item Unique Identification and Valuation
Electronic Submission of Payment Requests and Receiving
Reports
Levies on Contract Payments
Subcontracts for Commercial Items

DEC 2013
SEP 2011
AUG 2019
DEC 2019
MAR 2016
DEC 2018
DEC 2006
JUN 2013

CLAUSES INCORPORATED BY FULL TEXT

52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)(a) Definition. First-tier subcontract means a subcontract awarded directly by
the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime
contract. It does not include the Contractor's supplier agreements with vendors, such as long-term arrangements formaterials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor's
general and administrative expenses or indirect costs.
(b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, forservices performed under this contract during the preceding Government fiscal year (October 1-September 30).
(c) The Contractor shall report the following information:(1) Contract number and, as applicable, order number.
(2) The total dollar amount invoiced for services performed during the previous Government fiscal year under thecontract.
(3) The number of Contractor direct labor hours expended on the services performed during the previous
Government fiscal year.
(4) Data reported by subcontractors under paragraph (f) of this clause.
(d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (SeeSAM User Guide). If the Contractor fails to submit the report in a timely manner, the contracting officer will
exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor's failure tocomply with the reporting requirements a part of the Contractor's performance information under FAR subpart42.15.
(e) Agencies will review Contractor reported information for reasonableness and consistency with available contract
information. In the event the agency believes that revisions to the Contractor reported information are warranted, theagency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise thereport, or document its rationale for the agency.
(f)(1) The Contractor shall require each first-tier subcontractor providing services under this contract, with
subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed
information to the Contractor in sufficient time to submit the report:

W911QY20C0101
Page 27 of 44(i) Subcontract number (including subcontractor name and unique entity identifier); and(ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous
Government fiscal year.
(2) The Contractor shall advise the subcontractor that the information will be made available to the public asrequired by section 743 of Division C of the Consolidated Appropriations Act, 2010.
(End of clause)

52.212-4

CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (OCT 2018)(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to therequirements of this contract. The Government reserves the right to inspect or test any supplies or services that havebeen tendered for acceptance. The Government may require repair or replacement of nonconforming supplies orreperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance
will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate
consideration for acceptance of nonconforming supplies or services. 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 theitem.
(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of
performance of this contract 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). However, when a third party makes
payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights toreceive payment under this contract.
(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of theparties.
(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', 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 withperformance 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 theContracting Officer in writing as soon as it is reasonably possible after the commencement or 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.
(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to theaddress designated in the contract to receive invoices. An invoice must include--W911QY20C0101
Page 28 of 44(i) Name and address of the Contractor;(ii) Invoice date and number;(iii) Contract number, line item number and, if applicable, the order number;(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on
Government bill of lading;(vi) Terms of any discount for prompt payment offered;(vii) Name and address of official to whom payment is to be sent;(viii) Name, title, and phone number of person to notify in event of defective invoice; and(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if requiredelsewhere in this contract.
(x) Electronic funds transfer (EFT) banking information.
(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.
(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice,
the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation
provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for AwardManagement, or 52.232-34, Payment by Electronic
Funds Transfer--Other Than System for Award Management), or applicable agency procedures.
(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.
(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office ofManagement and Budget (OMB) prompt payment regulations at 5 CFR part 1315.
(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 theContractor is reasonably notified of such claims and proceedings.
(i) Payment.-(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to thedelivery destinations set forth in this contract.
(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.
3903) and prompt payment regulations at 5 CFR part 1315.
(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate
EFT clause.
(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of theinvoice. For the purpose of computing the discount earned, payment shall be considered to have been made on thedate which appears on the payment check or the specified payment date if an electronic funds transfer payment ismade.

W911QY20C0101
Page 29 of 44(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that theGovernment has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-(i) Remit the overpayment amount to the payment office cited in the contract along with a description of theoverpayment including the-(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of
overpayment);(B) Affected contract number and delivery order number, if applicable;(C) Affected line item or subline item, if applicable; and(D) Contractor point of contact.
(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.
(6) Interest.
(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple
interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be theinterest rate established by the Secretary of the Treasury as provided in 41 U.S.C.
7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause,and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.
(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under thecontract.
(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if-(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt
within 30 days;(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline
specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an
installment payment agreement; or(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer(see 32.607-2).
(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final
decision shall identify the same due date as the original demand for payment.
(v) Amounts shall be due at the earliest of the following dates:(A) The date fixed under this contract.
(B) The date of the first written demand for payment, including any demand for payment resulting from a default
termination.
(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due
date and ending on-(A) The date on which the designated office receives payment from the Contractor;

W911QY20C0101
Page 30 of 44(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has
been withheld as a credit against the contract debt; or(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to
the Contractor.
(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of theFederal Acquisition Regulation in effect on the date of this contract.
(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 tothe 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 thesatisfaction 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 thispurpose. 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 ofany default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails toprovide 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 isdetermined that the Government improperly terminated this contract for default, such termination shall be deemed atermination for convenience.
(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to theGovernment 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 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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.
chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118,
Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

W911QY20C0101
Page 31 of 44(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence inthe following order: (1) the schedule of supplies/services; (2) The Assignments, Disputes, Payments, Invoice, Other
Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphsof 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 thisclause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.
(t) Reserved.
(u) Unauthorized Obligations.
(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract issubject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument oragreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity
for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.
1341), the following shall govern:(i) Any such clause is unenforceable against the Government.
(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clauseby virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar
legal instrument or agreement is invoked through an ``I agree'' click box or other comparable mechanism (e.g.,``click-wrap'' or ``browse-wrap'' agreements), execution does not bind the Government or any
Government authorized end user to such clause.
(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.
(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized
by statute and specifically authorized under applicable agency regulations and procedures.
(v) Incorporation by reference. The Contractor's representations and certifications, including those completed
electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OREXECUTIVE ORDERS--COMMERCIAL ITEMS (JUL 2020)(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which areincorporated in this contract by reference, to implement provisions of law or Executive orders applicable toacquisitions of commercial items:(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)(section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.
113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).
(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided byKaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).
(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services orEquipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

W911QY20C0101
Page 32 of 44(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).
(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19U.S.C. 3805 note)).
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has
indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders
applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)
XX (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (Oct 1995)(41 U.S.C. 4704 and 10 U.S.C. 2402).
XX (2) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).
____ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment
Act of 2009.)
XX (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L.
109-282) (31 U.S.C. 6101 note).
___ (5) [Reserved]
XX (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).
___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub.
L. 111-117, section 743 of Div. C).
XX (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended,or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).
XX (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41
U.S.C. 2313).
____ (10) [Reserved]____ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).
(ii) Alternate I (MAR 2020) of 52.219-3.
____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020)(if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
____ (ii) Alternate I (MAR 2020) of 52.219-4.
____ (13) [Reserved]
XX (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).
____ (ii) Alternate I (MAR 2020) of 52.219-6.
____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

W911QY20C0101
Page 33 of 44____ (ii) Alternate I (MAR 2020) of 52.219-7.
____ (16) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)).
____ (17)(i) 52.219-9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637(d)(4)).
____ (ii) Alternate I (NOV 2016) of 52.219-9.
____ (iii) Alternate II (NOV 2016) of 52.219-9.
____ (iv) Alternate III (JUN 2020) of 52.219-9.
____ (v) Alternate IV (JUN 2020) of 52.219-9.
____ (18) (i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).
____ (ii) Alternate I (MAR 2020) of 52.219-13.
____ (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).
____ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).
____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15
U.S.C. 657f).
____ (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (MAY 2020) (15 U.S.C. 632(a)(2)).
____ (ii) Alternate I (MAR 2020) of 52.219-28.
____ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged WomenOwned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C. 637(m)).
____ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns
Eligible Under the Women-Owned Small Business Program (MAR 2020) (15 U.S.C. 637(m)).
____ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).
____ (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)).
XX (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).
XX (28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).
XX (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).
XX (30)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).
____ (ii) Alternate I (FEB 1999) of 52.222-26.
XX (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).
____ (ii) Alternate I (JUL 2014) of 52.222-35.
XX (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

W911QY20C0101
Page 34 of 44____ (ii) Alternate I (JUL 2014) of 52.222-36.
XX (33) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).
XX (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.
13496).
XX (35)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).
____ (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).
XX (36) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to theacquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in
22.1803.)____ (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (MAY2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf
items.)____ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition ofcommercially available off-the-shelf items.)____ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN2016) (E.O. 13693).
____ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners(JUN 2016) (E.O. 13693).
____ (40) (i) 52.223-13, Acquisition of EPEAT® Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and13514).
____ (ii) Alternate I (OCT 2015) of 52.223-13.
____ (41)(i) 52.223-14, Acquisition of EPEAT® Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).
____ (ii) Alternate I (JUN 2014) of 52.223-14.
____ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).
____ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s
13423 and 13514).
____ (ii) Alternate I (JUN 2014) of 52.223-16.
XX (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O.
13513).
____ (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).
____ (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).
____ (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).
____ (ii) Alternate I (JAN 2017) of 52.224-3.

W911QY20C0101
Page 35 of 44____ (48) 52.225-1, Buy American--Supplies (MAY 2014) (41 U.S.C. chapter 83).
____ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (MAY 2014) (41 U.S.C. chapter
83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77,
108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.
____ (ii) Alternate I (MAY 2014) of 52.225-3.
____ (iii) Alternate II (MAY 2014) of 52.225-3.
____ (iv) Alternate III (MAY 2014) of 52.225-3.
XX (50) 52.225-5, Trade Agreements (OCT 2019) 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
XX (51) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes
administered by the Office of Foreign Assets Control of the Department of the Treasury).
____ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016)(Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).
____ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150____ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C.
5150).
____ (55) 52.229-12, Tax on Certain Foreign Procurements (JUN 2020).
XX (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 4505, 10 U.S.C.
2307(f)).
____ (57) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).
XX (58) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (OCT 2018) (31
U.S.C. 3332).
____ (59) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (JUL2013) (31 U.S.C. 3332).
XX (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).
____ (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).
____ (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).
____ (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C.
Appx. 1241(b) and 10 U.S.C. 2631).
____ (ii) Alternate I (APR 2003) of 52.247-64.
____ (iii) Alternate II (FEB 2006) of 52.247-64.
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that
the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions oflaw or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)W911QY20C0101
Page 36 of 44
XX (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).
XX (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C.
chapter 67).
_____ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (Multiple
Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).
_____ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (MAY2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).
_____ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67).
_____ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain
Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).
XX(7) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015) (E.O. 13658).
XX (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).
_____ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792).
(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as
defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit andRecords--Negotiation.
(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shallhave access to and right to examine any of the Contractor's directly pertinent records involving transactions related
to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and otherevidence 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 madeavailable for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes
clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available
until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data,
regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that
the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.
(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, theContractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1)in a subcontract forcommercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by theclause—(i) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).
(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)(section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.
113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

W911QY20C0101
Page 37 of 44(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided byKaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).
(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services orEquipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).
(v) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts
that offer further subcontracting opportunities. If the subcontract (except subcontracts
to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract
award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
(vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
(vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).
(viii) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).
(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).
(x) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).
(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).
Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.
(xii) 52.222-41, Service Contract Labor Standards (Aug 2018), (41 U.S.C. chapter 67).
(xiii) _____ (A) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).
_____ (B) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).
(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)(xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain
Services--Requirements (May 2014) (41 U.S.C. chapter 67)(xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).
(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706).
(xix) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).
(B) Alternate I (Jan 2017) of 52.224-3.
(xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section
862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).
(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JUN 2020) (42 U.S.C. 1792). Flow
down required in accordance with paragraph (e) of FAR clause 52.226-6.
(xxii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

W911QY20C0101
Page 38 of 44(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of
additional clauses necessary to satisfy its contractual obligations.
(End of clause)

52.216-23

EXECUTION AND COMMENCEMENT OF WORK (APR 1984)

The Contractor shall indicate acceptance of this letter contract by signing one copy of the contract and returning it to
the Contracting Officer not later than 14 August 2020. Upon acceptance by both parties, the Contractor shallproceed with performance of the work, including purchase of necessary materials.
(End of clause)

52.246-15

CERTIFICATE OF CONFORMANCE (APR 1984)(a) When authorized in writing by the cognizant Contract Administration Office (CAO), the Contractor shall shipwith a Certificate of Conformance any supplies for which the contract would otherwise require inspection at source.
In no case shall the Government's right to inspect supplies under the inspection provisions of this contract beprejudiced. Shipments of such supplies will not be made under this contract until use of the Certificate ofConformance has been authorized in writing by the CAO, or inspection and acceptance have occurred.
(b) The Contractor's signed certificate shall be attached to or included on the top copy of the inspection or receiving
report distributed to the payment office or attached to the CAO copy when contract administration (Block 10 of the
DD Form 250) is performed by the Defense Contract Administration Services. In addition, a copy of the signed
certificate shall also be attached to or entered on copies of the inspection or receiving report accompanying theshipment.
(c) The Government has the right to reject defective supplies or services within a reasonable time after delivery by
written notification to the Contractor. The Contractor shall in such event promptly replace, correct, or repair therejected supplies or services at the Contractor's expense.
(d) The certificate shall read as follows:"I certify that on ______ [insert date], the ____ [insert Contractor's name] furnished the supplies or services called
for by Contract No._____ via ____ [Carrier] on ________[identify the bill of lading or shipping document] inaccordance with all applicable requirements. I further certify that the supplies or services are of the quality specified
and conform in all respects with the contract requirements, including specifications, drawings, preservation,
packaging, packing, marking requirements, and physical item identification (part number), and are in the quantity
shown on this or on the attached acceptance document."
Date of Execution: _______________________________
Signature: ______________________________________
Title: __________________________________________

W911QY20C0101
Page 39 of 44(End of clause)

52.246-16

RESPONSIBILITY FOR SUPPLIES (APR 1984)(a) Title to supplies furnished under this contract shall pass to the Government upon formal acceptance, regardlessof when or where the Government takes physical possession, unless the contract specifically provides for earlier
passage of title.
(b) Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with theContractor 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) Acceptance by the Government or delivery of the supplies to the Government at the destination specified in thecontract, whichever is later, if transportation is f.o.b. destination.
(c) Paragraph (b) of this section shall not apply to supplies that so fail to conform to contract requirements as to givea right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Contractor until
cure or acceptance. After cure or acceptance, paragraph (b) of this section shall apply.
(d) Under paragraph (b) of this section, the Contractor shall not be liable for loss of or damage to supplies caused by
the negligence of officers, agents, or employees of the Government acting within the scope of their employment.
(End of clause)

252.217-7027

CONTRACT DEFINITIZATION (DEC 2012)(a) A Undefinitized Contract Action is contemplated. The Contractor agrees to begin promptly negotiating with theContracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal
Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses requiredby law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms,
and conditions. The Contractor agrees to submit firm fixed price proposal and other than certified cost or pricing
data supporting its proposal.
(b) The schedule for definitizing this contract is as follows:
Receipt of Rough Order of Magnitude (ROM):

3 July 2020

Receipt of Full (Qualifying) Proposal:

10 August 2020

UCA Issued:

14 August 2020

Beginning of Negotiations:

11 September 2020

Complete Negotiations:2 November 2020

Definitization of UCA:

18 December 2020

W911QY20C0101
Page 40 of 44(c) If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by thetarget date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, theContracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or
fee in accordance with subpart 15.4 and part 31 of the FAR, subject to Contractor appeal as provided in the Disputes
clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation ofGovernment Liability clause.
(1) After the Contracting Officer's determination of price or fee, the contract shall be governed by-(i) All clauses required by the FAR on the date of execution of this undefinitized contract action for either fixedprice or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);(ii) All clauses required by law as of the date of the Contracting Officer's determination; and(iii) Any other clauses, terms, and conditions mutually agreed upon.
(2) To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in thisundefinitized contract action shall continue in effect, except those that by their nature apply only to an undefinitized
contract action.
(d) The definitive contract resulting from this undefinitized contract action will include a negotiated firm fixed pricein no event to exceed (b) (4)(End of clause)

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)(a) Definitions. As used in this clause—“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit,
activity, or organization.
“Document type” means the type of payment request or receiving report available for creation in Wide Area
WorkFlow (WAWF).
“Local processing office (LPO)” is the office responsible for payment certification when payment certification isdone external to the entitlement system.
“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission ofPayment Requests and Receiving Reports.
(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests
and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.2327003, Electronic Submission of Payment Requests and Receiving Reports.
(c) WAWF access. To access WAWF, the Contractor shall—(1) Have a designated electronic business point of contact in the System for Award Management at
https://www.sam.gov; and(2) Be registered to use WAWF at https://wawf.eb mil/ following the step-by-step procedures for self-registration
available at this web site.

W911QY20C0101
Page 41 of 44(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training
Course and use the Practice Training Site before submitting payment requests through WAWF. Both can beaccessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.
(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data
Interchange, or File Transfer Protocol.
(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment
requests and receiving reports in WAWF for this contract or task or delivery order:(1) Document type. The Contractor shall submit payment requests using the following document type(s):(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.
(ii) For fixed price line items—(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting
Officer.
____________________________________________________________
Receiving Report (DD 250) Destination Inspection / Destination Acceptance
Inspection and Acceptance at place of destination(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets therequirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by theContracting Officer.
____________________________________________________________
Invoice as 2-in-1 (FP Services Only – No DD250 Required)
Receiving Report (DD 250) Destination Inspection / Destination Acceptance
Inspection and Acceptance at place of destination(iii) For customary progress payments based on costs incurred, submit a progress payment request.
(iv) For performance based payments, submit a performance based payment request.
(v) For commercial item financing, submit a commercial item financing request.
(2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in thecontract.
[Note: The Contractor may use a WAWF “combo” document type to create some combinations of invoice andreceiving report in one step.](3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in
applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

W911QY20C0101
Page 42 of 44
Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC(b) (6)

Issue By DoDAAC(b) (6)

Admin DoDAAC**(b) (6)

Inspect By DoDAAC(b) (6)

Ship To Code(b) (6)

Ship From Code(b) (6)

Mark For CodeNA

Service Approver (DoDAAC)(b) (6)

Service Acceptor (DoDAAC)(b) (6)

Accept at Other DoDAAC

NA

LPO DoDAAC

NA

DCAA Auditor DoDAAC

NA

Other DoDAAC(s)NA(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert“See Schedule” or “Not applicable.”)(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the
DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the typeof payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition
Regulation 52.216-7, Allowable Cost and Payment, as applicable.
(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.
(g) WAWF point of contact.
(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s
WAWF point of contact.
“Not applicable.”(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.
(End of clause)

252.232-7007

LIMITATION OF GOVERNMENT'S OBLIGATION (APR 2014)

W911QY20C0101
Page 43 of 44((b) (4)(b) For items(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which
the total amount payable by the Government, including reimbursement in the event of termination of those item(s)for the Government's convenience, approximates the total amount currently allotted to the contract. The Contractor
is not authorized to continue work on those item(s) beyond that point. The Government will not be obligated in any
event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless ofanything to the contrary in the clause entitled "TERMINATION FOR THE CONVENIENCE OF THE
GOVERNMENT." As used in this clause, the total amount payable by the Government in the event of terminationof applicable contract line item(s) for convenience includes costs, profit and estimated termination settlement costs
for those item(s).
(c) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this clause, the Contractor will
notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor's best
judgment, the work will reach the point at which the total amount payable by the Government, including any cost for
termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for
performance of the applicable item(s). The notification will state (1) the estimated date when that point will bereached and (2) an estimate of additional funding, if any, needed to continue performance of applicable line items up
to the next scheduled date for allotment of funds identified in paragraph (j) of this clause, or to a mutually agreed
upon substitute date. The notification will also advise the Contracting Officer of the estimated amount of additional
funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for subsequent
period as may be specified in the allotment schedule in paragraph (j) of this clause, or otherwise agreed to by theparties. If after such notification additional funds are not allotted by the date identified in the Contractor's
notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional
funds have not been allotted, pursuant to the clause of this contract entitled "TERMINATION FOR THE
CONVENIENCE OF THE GOVERNMENT".
(d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph(a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds.
The provisions of paragraph (b) through (d) of this clause will apply in like manner to the additional allotted funds
and agreed substitute date, and the contract will be modified accordingly.
(e) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, inamounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, theContractor incurs additional costs or is delayed in the performance of the work under this contract and if additional
funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing,
and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such
equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clauseentitled "disputes."(f) The Government may at any time prior to termination allot additional funds for the performance of the contract
line item(s) identified in paragraph (a) of this clause.
(g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled"DEFAULT." The provisions of this clause are limited to work and allotment of funds for the contract line item(s)set forth in paragraph (a) of this clause. This clause no longer applies once the contract if fully funded except withregard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) or(e) of this clause.
(h) Nothing in this clause affects the right of the Government to this contract pursuant to the clause of this contract
entitled "TERMINATION FOR CONVENIENCE OF THE GOVERNMENT."

W911QY20C0101
Page 44 of 44(i) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise
prohibited under 31 U.S.C. 1342.
(j) The parties contemplate that the Government will allot funds to this contract in accordance with the following
schedule:
Upon Contract Definitization(End of clause)

W911QY20C0101
PZ0001Page 2 of 10
SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGESSECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

ACTION OBLIGATION AMOUNT: (b) (4)The purpose of this modification is to:1) Definitize the contract by amending the CLIN values and funding according to the negotiated prices.
2) Decrease the unit and total price of CLIN 0001.
3) Decrease the unit and total price of CLIN 0002.
4) Decrease the total price of the contract.
5) Decrease the funding on CLIN 0001.
6) Increase the funding on CLIN 0002.
7) Remove the definitization clause 252.217-7027 and incremental funding clause 252.232-7007.
8) Update the language in Section H.1.
9) Delete Section H.1.1.
Prior to definitization (b) (4)was invoiced against the not-to-exceed price of (b) (4)on CLIN 0001.
Through negotiations during the definitization process, the parties agreed to a negotiated price of (b) (4)for
CLIN 0001. In recognition of the actual amount already invoiced and expended against CLIN 0001, which exceeds
the negotiated price by (b) (4) , the USG agrees to a definitized price of (b) (4)for CLIN 0001, and accepts
as consideration a reduction by (b) (4)to the negotiated price of CLIN 0002, for a definitized price of.
(b) (4)

SECTION SF 1449 - CONTINUATION SHEETSOLICITATION/CONTRACT FORM

The total cost of this contract was decreased by (b) (4)

SUPPLIES OR SERVICES AND PRICES

from (b) (4)W911QY20C0101
PZ0001Page 3 of 10

CLIN 0001
A definitized action has occurred in this modification
The unit price amount has decreased by (b) (4)The cost constraint NTE has been deleted.
The total cost of this line item has decreased by (b) (4).
.

SUBCLIN 000101
The CLIN description has changed from ACRN AA @ (b) (4)CLIN 0002
A definitized action has occurred in this modification
The unit price amount has decreased by (b) (4)The cost constraint NTE has been deleted.
The total cost of this line item has decreased by (b) (4).
.

CLIN 0003
A definitized action has occurred in this modification
SUBCLIN 000202 is added as follows:
ITEM NO
000202

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT$0.00

ACRN AA @ (b) (4)FFP
PURCHASE REQUEST NUMBER: 0011533611-0003

NET AMT
ACRN AA
CIN: GFEBS001153361100003

ACCOUNTING AND APPROPRIATION

Summary for the Payment Office
As a result of this modification, the total funded amount for this document was increased by (b) (4).
SUBCLIN 000101:$0.00(b) (4)

W911QY20C0101
PZ0001Page 5 of 10(b) (6)

Executive Director, ProjectManagement, Business Operations(b) (6)Sr Principal Biopharmaceutical
Scientist(b) (6)

Vice President Science andTechnology(b) (6)

Sr. Manager, Regulatory Affairs(b) (6)

Sr. Director, Quality Assurance(b) (6)

Procurement Supervisor

guidance. The PjM regularly communicates on the project’s progress
and performance with all stakeholders. As the person responsible forthe execution of the project, the PjM is the primary Point of Contact,communicator and distributor of information for the project.
Provides high-level program management oversight including
CLIN0001 and CLIN0002. Provides financial input and review of
product specific proposals. Executive level Program Management
governance for any prioritization or escalation with DoD/BARDA
and/or Product Sponsor(s)Principal Investigator. Provides technical and scientific oversight of allscientific aspects of the overarching contract (CLIN0001 and
CLIN0002) works closely with the PjM to ensure adherence to program
requirements; oversees the technical strategy for CLIN0001 and
CLIN0002 ; reviews and approves study protocols and reports and allother project documents, provides direct oversight of the activities
required in performing technology transfer, process scale-up andvalidation, cGMP manufacturing, product shipping and storage, andstability testing
Provides high-level technical oversight including CLIN0001 and
CLIN0002. Provides technical strategy and/or review of productspecific proposals. Executive level Technical Management governancefor any prioritization or escalation with DoD/BARDA and/or ProductSponsor(s)Provide regulatory review of documents and works with subcontractors
and product sponsors in providing CMC writing support
Provides high-level oversight of Quality operations on the project;establishes and maintains quality systems at Ology Bio and at
subcontractor sites; oversees maintenance of document archives;
oversee Quality Systems at manufacturing and testing site including
quality audits and quality agreements; directs oversight of the QA
aspects of the project; assures that products, processes, facilities andsystems conform to quality standards and government regulations
Subcontracting with Sponsors and Subcontractors (JHSS and
Bryllan)H.3. Substitution of Key Personnel: The contractoragrees to assign to the contract those persons whose resumes/CVs
were submitted with the proposal who are necessary to fill the requirements of the contract. No substitutions shall bemade except in accordance with this guidance. All requests for substitution must provide a detailed explanation of thecircumstance necessitating the proposed substitution, a complete resume for the proposed substitute and any otherinformation requested by the contracting officer to approve or disapprove the proposed substitution. All proposed
substitutes must have qualifications that are equal to or higher than the qualifications of the person to be replaced. The
contracting officer or authorized representative will evaluate such requests and promptly notify the contractor of his
approval or disapproval thereof.
The contractor further agrees to include the substance of this language in any subcontract, which may be awarded
under this contract.
H.4. Contractor’s Organization: The contractor's organization shall be established with authority to effectively
accomplish the objectives of the Statement of Work. This organization shall become effective upon award of thecontract and its integrity shall be maintained for the duration of the contract effort.
H.5. Disclosure of Information: Performance under this contract may require the contractorto access non-public dataand information proprietary to a government agency, another government contractoror of such nature that its
dissemination or use other than as specified in the work statement would be adverse to the interests of the government
or others. Neither the Contractor, nor contractorpersonnel, shall divulge nor release data nor information developedW911QY20C0101
PZ0001Page 6 of 10
or obtained under performance of this contract, except authorized by government personnel or upon written approvalof the CO in accordance with OWS or other government policies and/or guidance. The contractorshall not use,
disclose, or reproduce proprietary data that bears a restrictive legend, other than as specified in this contract, or any
information at all regarding this agency.
The contractorshall comply with all government requirements for protection of non-public information. Unauthorized
disclosure of nonpublic information is prohibited by the government’s rules. Unauthorized disclosure may result intermination of the contract, replacement of a contractoremployee, or other appropriate redress. Neither thecontractornor the Contractor’s employees shall disclose or cause to be disseminated, any information concerning theoperations of the activity, which could result in, or increase the likelihood of, the possibility of a breach of the activity‘ssecurity or interrupt the continuity of its operations.
No information related to data obtained under this contract shall be released or publicized without the prior writtenconsent of the COR, whose approval shall not be unreasonably withheld, conditioned, or delayed, provided that nosuch consent is required to comply with any law, rule, regulation, court ruling or similar order; for submission to any
government entity’ for submission to any securities exchange on which the Contractor’s (or its parent corporation’s)securities may be listed for trading; or to third parties relating to securing, seeking, establishing or maintaining
regulatory or other legal approvals or compliance, financing and capital raising activities, or mergers, acquisitions, orother business transactions.
H.6. Publication and Publicity: The contractor shall not release any reports, manuscripts, press releases, or abstracts
about the work being performed under this contract without written notice in advance to the government.
a. Unless otherwise specified in this contract, the contractor may publish the results of its work under this contract.
The contractor shall promptly send a copy of each submission to the COR for security review prior to submission.
The contractor shall also inform the COR when the abstract article or other publication is published, and furnish acopy of it as finally published.
b. Unless authorized in writing by the CO, the contractor shall not display government logos including Operating
Division or Staff Division logos on any publications.
c. The contractor shall not reference the products(s) or services(s) awarded under this contract in commercial
advertising, as defined in FAR 31.205-1, in any manner which states or implies government approval or endorsementof the product(s) or service(s) provided.
d. The contractor shall include this language, including this section (d) in all subcontracts where the subcontractor
may propose publishing the results of its work under the subcontract. The contractor shall acknowledge the supportof the government whenever publicizing the work under this contract in any media by including an acknowledgement
substantially as follows:"This project has been funded in whole or in part by the U.S. government under Contract No. ”W911QY-20-C-0101”.
The US government is authorized to reproduce and distribute reprints for governmental purposes notwithstanding any
copyright notation thereon.
H.7. Confidentiality of Information:a. Confidential information, as used in this article, means information or data of a personal nature about an individual,
or proprietary information or data submitted by or pertaining to an institution or organization.
b. The Contracting Officer and the contractormay, by mutual consent, identify elsewhere in this contract specificinformation and/or categories of information which the government will furnish to the contractoror that thecontractoris expected to generate which is confidential. Similarly, the Contracting Officer and the contractormay, by
mutual consent, identify such confidential information from time to time during the performance of the contract.
Failure to agree will be settled pursuant to the "Disputes" clause.
c. If it is established elsewhere in this contract that information to be utilized under this contract, or a portion thereof,is subject to the Privacy Act, the contractorwill follow the rules and procedures of disclosure set forth in the Privacy
Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined
to be subject to the Privacy Act.

W911QY20C0101
PZ0001Page 7 of 10
d. Confidential information, as defined in paragraph (a) of this article, shall not be disclosed without the prior writtenconsent of the individual, institution, or organization.
e. Whenever the contractoris uncertain with regard to the proper handling of material under the contract, or if thematerial in question is subject to the Privacy Act or is confidential information subject to the provisions of this article,
the contractorshall obtain a written determination from the Contracting Officer prior to any release, disclosure,dissemination, or publication.
f. Contracting Officer Determinations will reflect the result of internal coordination with appropriate program andlegal officials.
g. The provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other
Federal, State or local laws.
All above requirements MUST be passed to all Sub-contractors.
H.8. Organizational Conflicts of Interest: Performance under this contract may create an actual or potential
organizational conflict of interest such as are contemplated by FAR Part 9.505-General Rules. The contractorshall not
engage in any other contractual or other activities which could create an organizational conflict of interest (OCI). This
provision shall apply to the prime contractorand all sub-Contractors. This provision shall have effect throughout theperiod of performance of this contract, any extensions thereto by change order or supplemental agreement, and fortwo (2) years thereafter. The government may pursue such remedies as may be permitted by law or this contract, upondetermination that an OCI has occurred.
The work performed under this contract may create a significant potential for certain conflicts of interest, as set forthin FAR Parts 9.505-1, 9.505-2, 9.505-3, and 9.505-4. It is the intention of the parties hereto to prevent both the potential
for bias in connection with the Contractor‘s performance of this contract, as well as the creation of any unfair
competitive advantage as a result of knowledge gained through access to any non-public data or third party proprietary
information.
The contractorshall notify the Contracting Officer immediately whenever it becomes aware that such access orparticipation may result in any actual or potential OCI. Furthermore, the contractorshall promptly submit a plan to theContracting Officer to either avoid or mitigate any such OCI. The Contracting Officer will have sole discretion in
accepting the Contractor‘s mitigation plan. In the event the Contracting Officer unilaterally determines that any such
OCI cannot be satisfactorily avoided or mitigated, other remedies may be taken to prohibit the contractorfrom
participating in contract requirements related to OCI.
Whenever performance of this contract provides access to another Contractor‘s proprietary information, thecontractorshall enter into a written agreement with the other entities involved, as appropriate, in order to protect suchproprietary information from unauthorized use or disclosure for as long as it remains proprietary; and refrain fromusing such proprietary information other than as agreed to, for example to provide assistance during technicalevaluation of other Contractors’ offers or products under this contract. An executed copy of all proprietary informationagreements by individual personnel or on a corporate basis shall be furnished to the CO within fifteen (15) calendar
days of execution.
H.9. Institutional Responsibility Regarding Investigator Conflicts of Interest: The Institution (includes any
Contractor, public or private, excluding a Federal agency) shall comply with the requirements of 45 CFR Part 94,
Responsible Prospective Contractors, which promotes objectivity in research by establishing standards to ensure that
Investigators (defined as the project director or principal Investigator and any other person, regardless of title orposition, who is responsible for the design, conduct, or reporting of research funded under government contracts, or
proposed for such funding, which may include, for example, collaborators or consultants) will not be biased by any
Investigator financial conflicts of interest. 45 CFR Part 94 is available at the following Web site:
http://www.ecfr.gov/cgibin/textidx?c=ecfr&SID=0af84ca649a74846f102aaf664da1623&rgn=div5&view=text&node=45:1.0.1.1.51&idno=
As required by 45 CFR Part 94, the Institution shall, at a minimum:W911QY20C0101
PZ0001Page 8 of 10a. Maintain an up-to-date, written, enforceable policy on financial conflicts of interest that complies with 45 CFR Part94, inform each Investigator of the policy, the Investigator's reporting responsibilities regarding disclosure ofsignificant financial interests, and the applicable regulation, and make such policy available via a publicly accessible
Web site, or if none currently exist, available to any requestor within five business days of a request. A significant
financial interest means a financial interest consisting of one or more of the following interests of the Investigator (andthose of the Investigator's spouse and dependent children) that reasonably appears to be related to the Investigator's
institutional responsibilities:
1. With regard to any publicly traded entity, a significant financial interest exists if the value of any remuneration
received from the entity in the twelve months preceding the disclosure and the value of any equity interest in the entity
as of the date of disclosure, when aggregated, exceeds $5,000. Included are payments and equity interests;
2. With regard to any non-publicly traded entity, a significant financial interest exists if the value of any remuneration
received from the entity in the twelve months preceding the disclosure, when aggregated,exceeds $5,000, or when the Investigator (or the Investigator's spouse or dependent children) holds any equity interest;or
3. Intellectual property rights and interests, upon receipt of income related to such rights and interest.
Significant financial interests do not include the following:
1. Income from seminars, lectures, or teaching, and service on advisory or review panels for government agencies,
Institutions of higher education, academic teaching hospitals, medical centers, or research institutes with an Institutionof higher learning; and2. Income from investment vehicles, such as mutual funds and retirement accounts, as long as the Investigator does
not directly control the investment decisions made in these vehicles.
a. Require each Investigator to complete training regarding the Institution's financial conflicts of interest policy prior
to engaging in research related to any government funded contract and at least every four years. The Institution musttake reasonable steps [see Part 94.4(c)] to ensure that investigators working as collaborators, consultants or
subcontractors comply with the regulations.
b. Designate an official(s) to solicit and review disclosures of significant financial interests from each Investigator
who is planning to participate in, or is participating in, the government funded research.
c. Require that each Investigator who is planning to participate in the government funded research disclose to theInstitution's designated official(s) the Investigator's significant financial interest (and those of the Investigator's spouseand dependent children) no later than the date of submission of the Institution's proposal for government funded
research. Require that each Investigator who is participating in the government funded research to submit an updated
disclosure of significant financial interests at least annually, in accordance with the specific time period prescribed by
the Institution during the period of the award as well as within thirty days of discovering or acquiring a new significant
financial interest.
d. Provide guidelines consistent with the regulations for the designated official(s) to determine whether an
Investigator's significant financial interest is related to government funded research and, if so related, whether thesignificant financial interest is a financial conflict of interest. An Investigator's significant financial interest is related
to government funded research when the Institution, thorough its designated official(s), reasonably determines thatthe significant financial interest: Could be affected by the government funded research; or is in an entity whose
financial interest could be affected by the research. A financial conflict of interest exists when the Institution, throughits designated official(s), reasonably determines that the significant financial interest could directly and significantly
affect the design, conduct, or reporting of the government funded research.
e. Take such actions as necessary to manage financial conflicts of interest, including any financial conflicts of a
subcontractor Investigator. Management of an identified financial conflict of interest requires development andimplementation of a management plan and, if necessary, a retrospective review and mitigation report pursuant to Part
94.5(a).
f. Provide initial and ongoing FCOI reports to the Contracting Officer pursuant to Part 94.5(b).
g. Maintain records relating to all Investigator disclosures of financial interests and the Institution's review of, andresponse to, such disclosures, and all actions under the Institution's policy or retrospective review, if applicable, for atleast 3 years from the date of final payment or, where applicable, for the other time periods specified in 48 CFR Part4, subpart 4.7, Contract Records Retention.

W911QY20C0101
PZ0001Page 10 of 10
01-28 February
2021
01-30 April
2021
01-31 May
2021
01-30 June
2021
01-31 July2021

1/1/2021

12/1/2020

11/1/2020

by end of Oct 2020

3/1/2021

2/1/2021

1/1/2021

by end of Dec 2020

4/1/2021

3/1/2021

2/1/2021

by end of Jan 2021

5/1/2021

4/1/2021

3/1/2021

by end of Feb 2021

6/1/2021

5/1/2021

4/1/2021

by end of Mar 2021

H.11. All special requirements list in Section H (H1-H9) shall be included in any subcontract awarded by thecontractor. Additionally all contract clauses must flow down to any and all subcontracts award by the contractor.

The following have been deleted:252.217-7027
252.232-7007

Contract Definitization
Limitation Of Government's Obligation(End of Summary of Changes)

DEC 2012
APR 2014