Common use of Content of Contractor's certification Clause in Contracts

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(51)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's ’s title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.. (End of clause) 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (OCT 2003) (a) The Contractor recognizes that agrees to comply with the services under following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract are vital by reference to the Government and must be continued without interruption and that, upon contract expiration, implement a successor, either the Government provision of law applicable to acquisitions of commercial items or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successorcomponents. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL)), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-performance- based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that the services under This Government Property listed in paragraph (e) of this contract are vital clause is furnished to the Contractor in an “as-is, where is” condition. The Government and must be continued without interruption and that, upon contract expiration, a successor, either makes no warranty regarding the suitability for use of the Government or another contractor, may continue themproperty specified in this contract. The Contractor agrees to— (1) Furnish phase-shall be afforded the opportunity to inspect the Government property as specified in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successorthe solicitation. (b) The Government bears no responsibility for repair or replacement of any lost Government property. If any or all of the Government property is lost or becomes no longer usable, the Contractor shall, upon shall be responsible for replacement of the property at Contractor expense. The Contractor shall have title to all replacement property and shall continue to be responsible for contract performance. (c) Unless the Contracting Officer’s written noticeOfficer determines otherwise, (1) furnish phase-in, phase-out services for up the Government abandons all rights and title to 90 days after this unserviceable and scrap property resulting from contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services requiredperformance. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject Upon notification to the Contracting Officer’s approval. The , the Contractor shall provide sufficient experienced personnel during remove such property from the phase-inGovernment premises and dispose of it at Contractor expense. (d) Except as provided in this clause, phase-out period to ensure that the services called for by Government property furnished under this contract are maintained at shall be governed by the Government Property clause of this contract. (e) Government property provided under this clause: This clause implements the temporary policy provided by OMB Policy Memorandum M-12-16, Providing Prompt Payment to Small Business Subcontractors, dated July 11, 2012. (a) Upon receipt of accelerated payments from the Government, the contractor is required level to make accelerated payments to small business subcontractors to the maximum extent practicable after receipt of proficiencya proper invoice and all proper documentation from the small business subcontractor. (b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency acceleration of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) payments under this contractclause does not provide any new rights under the Prompt Payment Act.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that -- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.. (End of Clause) 52.246-20 WARRANTY OF SERVICES (MAY 2001) (a) The Contractor recognizes that Definition. "Acceptance," as used in this clause, means the services under this contract are vital to act of an authorized representative of the Government and must be continued without interruption and that, upon contract expiration, a successor, either by which the Government assumes for itself, or another contractoras an agent of another, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts ownership of existing and cooperation to effect an orderly and efficient transition to a successoridentified supplies, or approves specific services, as partial or complete performance of the contract. (b) Notwithstanding inspection and acceptance by the Government or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. The Contractor shall, upon Contracting Officer shall give written notice of any defect or nonconformance to the Contracting Officer’s written notice, Contractor. This notice shall state either (1) furnish phase-inthat the Contractor shall correct or reperform any defective or nonconforming services, phase-out services for up to 90 days after this contract expires and or (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiencyGovernment does not require correction or reperformance. (c) The If the Contractor is required to correct or reperform, it shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable be at no cost to the changeGovernment, and any services corrected or reperformed by the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits be subject to this clause to the successorsame extent as work initially performed. If the Contractor fails or refuses to correct or reperform, the Contracting Officer may, by contract or otherwise, correct or replace with similar services and charge to the Contractor the cost occasioned to the Government thereby, or make an equitable adjustment in the contract price. (d) The Contractor If the Government does not require correction or reperformance, the Contracting Officer shall be reimbursed for all reasonable phase-in, phase-out costs make an equitable adjustment in the contract price. (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion End of the fee (profit) under this contract.clause)

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (End of clause) ****(USE BELOW IN FIXED PRICE SOLICITATIONS AND CONTRACTS FOR CONSTRUCTION WHEN PHYSICAL DATA (E.G., TEST BORINGS, HYDROGRAPHIC DATA, WEATHER CONDITIONS DATA) WILL BE FURNISHED OR MADE AVAILABLE TO OFFERORS. ADDITIONAL INFORMATION ABOUT THIS ITEM: 1. All information to be furnished or made available to offerors before award that pertains to the performance of the work should be identified in the clause. (a) The Contractor recognizes that the services under this contract 2. When paragraphs are vital to the Government and must not applicable they may be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successordeleted. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.)****

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that -- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVELTBD ), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), TBD ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's ’s title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated TBD ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor. (b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act. (c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items. (a) The Contractor recognizes that the services under this contract are vital shall submit to the Government and must be continued without interruption and thataddress identified below, upon contract expirationfor prepayment audit, a successor, either transportation documents on which the Government or another contractor, may continue them. The Contractor agrees to—United States will assume freight charges that were paid (1) Furnish phaseBy the Contractor under a cost-in trainingreimbursement contract; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to By a successorfirst-tier subcontractor under a cost-reimbursement subcontract thereunder. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phaseCost-in, phase-out services reimbursement Contractors shall only submit for up to 90 days after this contract expires and (2) negotiate in good faith a plan audit those bills of lading with a successor to determine the nature and extent of phase-in, phase-out services requiredfreight shipment charges exceeding $100. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and Bills under $100 shall be subject retained on-site by the Contractor and made available for on-site audits. This exception only applies to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period freight shipment bills and is not intended to ensure that the services called apply to bills and invoices for by this contract are maintained at the required level of proficiencyany other transportation services. (c) The Contractor Contractors shall allow submit the above referenced transportation documents to— This contract incorporates one or more clauses by reference, with the same force and effect as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contractif they were given in full text. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the changeUpon request, the Contractor shall release them Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. this/these address(es): For Federal Acquisition Regulation (dFAR) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs clauses: xxxxx://xxx.xxxxxxxxxxx.xxx/far/index.html For NASA FAR Supplement (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operationsNFS) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.clauses: xxxx://xxx.xx.xxxx.xxx/office/procurement/regs/nfstoc.htm

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;on (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-performance- based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. ****(USE BELOW IN FIXED PRICE SOLICITATIONS AND CONTRACTS FOR CONSTRUCTION WHEN PHYSICAL DATA (E.G., TEST BORINGS, HYDROGRAPHIC DATA, WEATHER CONDITIONS DATA) WILL BE FURNISHED OR MADE AVAILABLE TO OFFERORS. ADDITIONAL INFORMATION ABOUT THIS ITEM: 1. All information to be furnished or made available to offerors before award that pertains to the performance of the work should be identified in the clause. (a) The Contractor recognizes that the services under this contract 2. When paragraphs are vital to the Government and must not applicable they may be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successordeleted. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.)****

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that -- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL__________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; andand CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE AGREEMENT IS INDICATED BY A “[ ]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF SPARTON CORPORATION. (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that -- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.. (End of Clause) 52.243-2 CHANGES--COST-REIMBURSEMENT (AUG 1987) - ALTERNATE I (APR 1984) (a) The Contractor recognizes that Contracting Officer may at any time, by written order, and without notice to the services under sureties, if any, make changes within the general scope of this contract are vital to in any one or more of the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to—following: (1) Furnish phase-in training; andDescription of services to be performed. (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successorTime of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (b) The Contractor shallIf any such change causes an increase or decrease in the estimated cost of, upon or the time required for, performance of any part of the work under this contract, whether or not changed by the order, or otherwise affects any other terms and conditions of this contract, the Contracting Officer’s written notice, Officer shall make an equitable adjustment in the (1) furnish phase-inestimated cost, phase-out services for up to 90 days after this contract expires and delivery or completion schedule, or both; (2) negotiate in good faith a plan with a successor to determine the nature amount of any fixed fee; and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, (3) other affected terms and shall be subject to modify the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiencyaccordingly. (c) The Contractor shall allow as many personnel as practicable must assert its right to remain on an adjustment under this clause within 30 days from the job to help the successor maintain the continuity and consistency date of receipt of the services required by this contractwritten order. The Contractor also shall disclose necessary personnel records and allow However, if the successor to conduct on- site interviews with these employees. If selected employees are agreeable to Contracting Officer decides that the changefacts justify it, the Contractor shall release them at Contracting Officer may receive and act upon a mutually agreeable date and negotiate transfer proposal submitted before final payment of their earned fringe benefits to the successorcontract. (d) The Contractor Failure to agree to any adjustment shall be reimbursed for all reasonable phase-ina dispute under the Disputes clause. However, phase-out costs (i.e., costs incurred within nothing in this clause shall excuse the agreed period after Contractor from proceeding with the contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contractas changed.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL__________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (End of clause) ****(USE BELOW IN FIXED PRICE SOLICITATIONS AND CONTRACTS FOR CONSTRUCTION WHEN PHYSICAL DATA (E.G., TEST BORINGS, HYDROGRAPHIC DATA, WEATHER CONDITIONS DATA) WILL BE FURNISHED OR MADE AVAILABLE TO OFFERORS. ADDITIONAL INFORMATION ABOUT THIS ITEM: All information to be furnished or made available to offerors before award that pertains to the performance of the work should be identified in the clause. When paragraphs are not applicable they may be deleted.)**** FAR Clause 52.236-4, Physical Data (April 1984) Data and Data and information furnished or referred to below is for the Contractor's information. The Government shall not be responsible for any interpretation of or conclusion drawn from the data or information by the Contractor. (a) The Contractor recognizes that indications of physical conditions on the services under this contract drawings and in the specifications are vital to the Government and must be continued without interruption and thatresult of site investigations by [insert a description of investigational methods used, upon contract expirationsuch as surveys, a successorauger borings, either the Government or another contractorcore borings, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successortest pits, probings, test tunnels]. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires Weather conditions [insert a summary of weather records and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiencywarnings]. (c) The Contractor shall allow as many personnel as practicable to remain on Transportation facilities [insert a summary of transportation facilities providing access from the job to help the successor maintain the continuity site, including information about their availability and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successorlimitations]. (d) The Contractor [insert other pertinent information]. (End of clause) ****(USE BELOW IN SOLICITATIONS AND CONTRACTS WHENEVER THE CONTRACT INVOLVES THE PURCHASE OF GAS IN CONTRACTOR-FURNISHED RETURNABLE CYLINDERS AND THE CONTRACTOR RETAINS TITLE TO THE CYLINDERS)**** FAR Clause 52.247-66, Returnable Cylinders (May 1994) (a) Cylinder, referred to in this clause, is a pressure vessel designed for pressures higher than 40 psia and having a circular cross section excluding a portable tank, multitank car tank, cargo tank or tank car. (b) Returnable cylinders shall remain the Contractor's property but shall be reimbursed loaned without charge to the Government for all reasonable phase-in, phase-out costs a period of days [Contracting Officer shall insert number of days] (i.e., costs incurred within hereafter referred to as loan period) following the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not day of delivery to exceed a pro rata portion of the fee (profit) under this contractf.o.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that -- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. . (aEnd of Clause) The Contractor recognizes that 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the services under this contract are vital to the Government same force and must be continued without interruption and thateffect as if they were given in full text. Upon request, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services requiredOfficer will make their full text available. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the changeAlso, the Contractor shall release them full text of a clause may be accessed electronically at a mutually agreeable date this/these address(es): (End of clause) ATTACHMENT NUMBER ATTACHMENT TITLE JC-1 0100000 – General Information 0200000 – Management and negotiate transfer Administration 1503010 – Custodial Services JH-1 Service Contract Labor Standards (SCLS) - Collective Bargaining Agreement JL-1 Questions/Request for Information (RFI) JL-2 Project Data Sheet JL-3 NAVFAC Past Performance Questionnaire (Form PPQ-0) JL-4 Base Access Forms Section J - List of their earned fringe benefits to the successor. Documents, Exhibits and Other Attachments SECTION J EXHIBIT TITLE EXHIBIT A - F Exhibit Line Item Numbers (dELINs) The Contractor shall be reimbursed for all reasonable phaseSection K - Representations, Certifications and Other Statements of Offerors CLAUSES INCORPORATED BY REFERENCE 52.203-in, phase11 Certification And Disclosure Regarding Payments To SEP 2007 Influence Certain Federal Transactions 52.203-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.18 Prohibition on Contracting With Entities That Require CertainJAN 2017 Internal Confidentiality Agreements or Statements-- Representation

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL__________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (End of clause) ****(USE BELOW IN FIXED PRICE SOLICITATIONS AND CONTRACTS FOR CONSTRUCTION WHEN PHYSICAL DATA (E.G., TEST BORINGS, HYDROGRAPHIC DATA, WEATHER CONDITIONS DATA) WILL BE FURNISHED OR MADE AVAILABLE TO OFFERORS. ADDITIONAL INFORMATION ABOUT THIS ITEM: All information to be furnished or made available to offerors before award that pertains to the performance of the work should be identified in the clause. When paragraphs are not applicable they may be deleted.)**** FAR Clause 52.236-4, Physical Data (Apr 1984). Data and Data and information furnished or referred to below is for the Contractor's information. The Government shall not be responsible for any interpretation of or conclusion drawn from the data or information by the Contractor. (a) The Contractor recognizes that indications of physical conditions on the services under this contract drawings and in the specifications are vital to the Government and must be continued without interruption and thatresult of site investigations by [insert a description of investigational methods used, upon contract expirationsuch as surveys, a successorauger borings, either the Government or another contractorcore borings, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successortest pits, probings, test tunnels]. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires Weather conditions [insert a summary of weather records and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiencywarnings]. (c) The Contractor shall allow as many personnel as practicable to remain on Transportation facilities [insert a summary of transportation facilities providing access from the job to help the successor maintain the continuity site, including information about their availability and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successorlimitations]. (d) The Contractor [insert other pertinent information]. (End of clause) ****(USE BELOW IN SOLICITATIONS AND CONTRACTS WHENEVER THE CONTRACT INVOLVES THE PURCHASE OF GAS IN CONTRACTOR-FURNISHED RETURNABLE CYLINDERS AND THE CONTRACTOR RETAINS TITLE TO THE CYLINDERS)**** FAR Clause 52.247-66, Returnable Cylinders (May 1994). (a) Cylinder, referred to in this clause, is a pressure vessel designed for pressures higher than 40 psia and having a circular cross section excluding a portable tank, multi-tank car tank, cargo tank or tank car. (b) Returnable cylinders shall remain the Contractor's property but shall be reimbursed loaned without charge to the Government for all reasonable phase-in, phase-out costs a period of days [Contracting Officer shall insert number of days] (i.e., costs incurred within hereafter referred to as loan period) following the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not day of delivery to exceed a pro rata portion of the fee (profit) under this contractf.o.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—: (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL)), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) The Contractor recognizes that shall not publish or disclose in any manner, without the services Contracting Officer’s written consent, the details of any safeguards either designed or developed by the Contractor under this contract are vital to or otherwise provided by the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successorGovernment. (b) The Contractor shallTo the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the planintegrity, and confidentiality of Government data, the Contractor shall be subject afford the Government access to the Contracting OfficerContractor’s approval. The Contractor shall provide sufficient experienced personnel during the phase-infacilities, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiencyinstallations, technical capabilities, operations, documentation, records, and databases. (c) The Contractor If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall allow as many personnel as practicable immediately bring the situation to remain on the job to help the successor maintain the continuity and consistency attention of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successorother party. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that -- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.. (End of Clause) 52.237-1 SITE VISIT (APR 1984) Offerors or quoters are urged and expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions that may affect the cost of contract performance, to the extent that the information is reasonably obtainable. In no event shall failure to inspect the site constitute grounds for a claim after contract award. (End of provision) 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the Government installation. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price. (End of clause) 52.237-3 CONTINUITY OF SERVICES (JAN 1991) (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— to (1) Furnish furnish phase-in training; and training and (2) Exercise exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer’s 's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s 's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site onsite interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.. (End of clause)

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-performance- based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. ****(USE BELOW IN FIXED PRICE SOLICITATIONS AND CONTRACTS FOR CONSTRUCTION WHEN PHYSICAL DATA (E.G., TEST BORINGS, HYDROGRAPHIC DATA, WEATHER CONDITIONS DATA) WILL BE FURNISHED OR MADE AVAILABLE TO OFFERORS.)**** ADDITIONAL INFORMATION ABOUT THIS ITEM: 1. All information to be furnished or made available to offerors before award that pertains to the performance of the work should be identified in the clause. (a) The Contractor recognizes that the services under this contract 2. When paragraphs are vital to the Government and must not applicable they may be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successordeleted. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that -- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.. (End of Clause) 52.243-1 CHANGES--FIXED-PRICE (AUG 1987) - ALTERNATE III (APR 1984) (a) The Contractor recognizes that Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successorperformed. (b) The Contractor shallIf any such change causes an increase or decrease in the cost of, upon or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan Officer shall specify a training program and a date for transferring responsibilities for each division of work described make an equitable adjustment in the plancontract price, the delivery schedule, or both, and shall be subject to modify the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiencycontract. (c) The Contractor shall allow as many personnel as practicable must assert its right to remain on an adjustment under this clause within 30 days from the job to help the successor maintain the continuity and consistency date of receipt of the services required by this contractwritten order. The Contractor also shall disclose necessary personnel records and allow However, if the successor to conduct on- site interviews with these employees. If selected employees are agreeable to Contracting Officer decides that the changefacts justify it, the Contractor shall release them at Contracting Officer may receive and act upon a mutually agreeable date and negotiate transfer proposal submitted before final payment of their earned fringe benefits to the successorcontract. (d) The If the Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property. (e) Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed. (f) No services for which an additional cost or fee will be charged by the Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within furnished without the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion prior written authorization of the fee Contracting Officer. (profitEnd of clause) under this contract.52.244-2 SUBCONTRACTS (JUN 2020)

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;on (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (End of clause) ****(USE BELOW IN FIXED PRICE SOLICITATIONS AND CONTRACTS FOR CONSTRUCTION WHEN PHYSICAL DATA (E.G., TEST BORINGS, HYDROGRAPHIC DATA, WEATHER CONDITIONS DATA) WILL BE FURNISHED OR MADE AVAILABLE TO OFFERORS. ADDITIONAL INFORMATION ABOUT THIS ITEM: 1. All information to be furnished or made available to offerors before award that pertains to the performance of the work should be identified in the clause. (a) The Contractor recognizes that the services under this contract 2. When paragraphs are vital to the Government and must not applicable they may be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successordeleted. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.)****

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-performance- based payment: I certify to the best of my knowledge and belief that— (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), ) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (a) This Government Property listed in paragraph (e) of this clause is furnished to the Contractor in an “as-is, where is” condition. The Government makes no warranty regarding the suitability for use of the Government property specified in this contract. The Contractor recognizes that shall be afforded the services opportunity to inspect the Government property as specified in the solicitation. (b) The Government bears no responsibility for repair or replacement of any lost Government property. If any or all of the Government property is lost or becomes no longer usable, the Contractor shall be responsible for replacement of the property at Contractor expense. The Contractor shall have title to all replacement property and shall continue to be responsible for contract performance. (c) Unless the Contracting Officer determines otherwise, the Government abandons all rights and title to unserviceable and scrap property resulting from contract performance. Upon notification to the Contracting Officer, the Contractor shall remove such property from the Government premises and dispose of it at Contractor expense. (d) Except as provided in this clause, Government property furnished under this contract are vital shall be governed by the Government Property clause of this contract. (e) Government property provided under this clause: This clause implements the temporary policy provided by OMB Policy Memorandum M-12-16, Providing Prompt Payment to Small Business Subcontractors, dated July 11, 2012. (a) Upon receipt of accelerated payments from the Government, the contractor is required to make accelerated payments to small business subcontractors to the Government maximum extent practicable after receipt of a proper invoice and must all proper documentation from the small business subcontractor. (b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns. (c) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act. This clause implements Executive Order 13658, Establishing a Minimum Wage for Contractors, dated February 12, 2014, and OMB Policy Memorandum M-14-09, Implementation of the President's Executive Order Establishing a Minimum Wage for Contractors, dated June 12, 2014. (a) Each service employee, laborer, or mechanic employed in the United States (the 50 states and the District of Columbia) in the performance of this contract by the prime Contractor or any subcontractor, regardless of any contractual relationship which may be continued without interruption alleged to exist between the Contractor and thatservice employee, upon contract expirationlaborer, a successoror mechanic, either shall be paid not less than the Government or another contractor, may continue themapplicable minimum wage under Executive Order 13658. The Contractor agrees to— (minimum wage required to be paid to each service employee, laborer, or mechanic performing work on this contract between January 1) Furnish phase-in training; and (2) Exercise its best efforts , 2015, and cooperation to effect an orderly and efficient transition to a successorDecember 31, 2015, shall be $10.10 per hour. (b) The Contractor shall, upon shall adjust the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after minimum wage paid under this contract expires and (2each time the Secretary of Labor's annual determination of the applicable minimum wage under section 2(a)(ii) negotiate of Executive Order 13658 results in good faith a plan with a successor higher minimum wage. Adjustments to determine the nature and extent Executive Order minimum wage under section 2(a)(ii) of phase-inExecutive Order 13658 will be effective for all service employees, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the planlaborers, and shall be or mechanics subject to the Contracting Officer’s approvalExecutive Order beginning January 1 of the following year. The Contractor shall provide sufficient experienced personnel during Secretary of Labor will publish annual determinations in the phase-in, phase-out period Federal Register no later than 90 days before such new wage is to ensure that take effect. The Secretary will also publish the services called for applicable minimum wage on xxx.xxxx.xxx (or any successor website). The applicable published minimum wage is incorporated by reference into this contract are maintained at the required level of proficiencycontract. (c) The Contractor Contracting Officer will adjust the contract price or contract unit price under this clause only for the increase in labor costs resulting from the annual inflation increases in the Executive Order 13658 minimum wage beginning on January 1, 2016. The Contracting Officer shall allow consider documentation as many personnel as practicable to remain on the job to help specific costs and workers impacted in determining the successor maintain the continuity and consistency amount of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successoradjustment. (d) The Contracting Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (c) of this clause, and will not provide price adjustments under this clause that result in duplicate price adjustments with the respective clause of this contract implementing the Service Contract Labor statute (formerly known as the Service Contract Act) or the Wage Rate Requirements (Construction) statute (formerly known as the Xxxxx Xxxxx Act). (e) The Contractor shall be reimbursed for include the substance of this clause, including this paragraph (e) in all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contractsubcontracts.

Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that—that- (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) (Except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on (TO BE DETERMINED AT THE ORDER LEVEL), against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;on (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated ; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. ****(USE BELOW IN FIXED PRICE SOLICITATIONS AND CONTRACTS FOR CONSTRUCTION WHEN PHYSICAL DATA (E.G., TEST BORINGS, HYDROGRAPHIC DATA, WEATHER CONDITIONS DATA) WILL BE FURNISHED OR MADE AVAILABLE TO OFFERORS. ADDITIONAL INFORMATION ABOUT THIS ITEM: 1. All information to be furnished or made available to offerors before award that pertains to the performance of the work should be identified in the clause. (a) The Contractor recognizes that the services under this contract 2. When paragraphs are vital to the Government and must not applicable they may be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successordeleted. (b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on- site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.)****