ORDER FOR SUPPLIES OR SERVICES PAGE OF PAGES IMPORTANT: Mark all packages and papers with contract and/or order numbers. 1 6 1. DATE OF ORDER 2. CONTRACT NO. (ifany) 6. SHIP TO: 085272020 a. NAME OF CONSIGNEE 3. ORDER NO. 4. NO. 566 Attached Delivery Schedule 7OBO4C20F00001114 0020119907 5. ISSUING OFFICE (Address correspondence to) b- STREET ADDRESS DHS - Customs Border Protection Department of Homeland Security 1300 Ave. NW c. CITY d- STATE 9- ZIP CODE Procm?ement Directorate - NP 1310 Washington DC 20229 f, SHIP VIA 7. TO: 8. TYPE OF ORDER a. NAME OF CONTRACTOR CI a_ PURCHASE Reference Your b_ DELIVERY Except for THUNDERC AT TECHNOLOGY LLC . Please billing instructions on the furnish the following on the terms reverse. this de ive order is b- COMPANY NAME and conditions speci?ed on both subject to sides 0f order and on the contained on this side onty of attached sheet, if any, including this form and is issued delivery as indicated. subject to the terms and C. STREET ADDRESS conditions Of the above- 1925 ISAAC NEWTON SQ STE 180 numbered mm?- 10. REQUISITIONING OFFICE d. CITY e. STATE f. ZIP CODE CTO RESTON VA 20190-5030 9. ACCOUNTING AND APPROPRIATION DATA SEE ATTACHED 11. BUSINESS CLASSIFICATION (Check appropriate box(es)) 12. FOB. POINT a. SMALL 1). OTHER THAN SMALL c. DISADVANTAGED I: d. WOMEN-OWNED I: e. g. WOMENOWNED SMALL BUSINESS A. ECONOMICALLY DISADVANTAGED WOMEN- Not apphcable VETERANOWNED (WOSB) ELIGIBLE UNDER THE WOSB OWNED SMALL BUS NESS (EDWOSB) PROGRAM I3. PEA CE OF 14. GOVERNMENT NO. 15. DELNER TO F.O.B POINT 16. DISCOUNT TERMS a. INSPECTION b. ACCEPTANCE ON OR BEFORE (Date) 083132021 Within 30 days Due net 17. SCHEDULE See reverse for Reiections) QUANTITY No SUPPLIES OR SERVICES ORDERED UNIT UNIT PRICE AMOUNT km 10 Cloud support services for INVNT team 1.000 AU 18. SHIPPING POINT 19. GROSS SHIPPING WEIGHT 20. INVOICE NO. 21 MAIL INVOICE To ?(mun - 1 Cont. $0.00 SEE BILLING a. NAME pages) DHS - Customs Border Protection Commercial Accounts Sect. INSTRUCITONS b. STREET ADDRESS (or P.O. Box) REVERSE 6650 Telecom Drive. Suite 100 17(i) GRAND Indianapolis IN 46278 22. UNITED STATES OF AMERICA BY (Signature) AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION NOT USABLE TITLE: OFFICER OPTIONAL FORM 347 (REV. 2/2012) Prescr bed by 48 CFR 53.213 DATE OF ORDER CONTRACT NO. (if any) ORDER NO. OF PAGES 0852752020 70B04C20F00001 1 14 2 6 Federal Tax Exempt ID: Emailing Invoices to CBP. Do not mail or email invoices to CBP. Invoices must be submitted via the IPP website, as detailed under Electronic Invoicing and Payment Requirements in the attached terms and conditions. NOTES: The Firm Fixed Price Delivery order 7OBO4C20F00001114 is issued against -13-D-00026 for Google Cloud Platform Licenses. in accordance with the attached Statement of Work (SOVV) and Bill of Mateiials (BOM). luiding is provided on PR201 19907. The period of performance is from 0950152020 083152021. The Contractor shall deliver the software to the address below no later than 30 calendar days from date of award to Reference is made to THUNDERC ATS. INC. UNISON Buy 1040720 and Bid #2 568178041 dated 08.27.2020 in the amount of $200.000.0q\vhich is attached. Attached are the following: Supplies and Services Delivery Schedule - The Statement of Work Bill of Materials Delivery addresses Vendor?s Quote All provisions and clauses in DHS contract are incorporated into this contract: as well as clauses and provisions of CBP. The Technical Point of Contact is can be reached at -?cbp.dhs.gov. Please submit the invoices based on the line items indicated in the contract. All invoices should be submitted per the Electronic 0 This Task Order is accepted on behalf of THUNDERC ATS TECHNOLOGY. LLC . by: Signature: b) (6) Name of Official (Printed): 8/27/2020 Date: OPTIONAL FORM 347 (REV. 2/2012) 70B04C20F00001114 ITEMS AND PRICES, DELIVERY SCHEDULE AND ACCOUNTING DATA FOR DELIVERY ORDER: 70B04C20F00001114 I.1 SCHEDULE OF SUPPLIES/SERVICES ITEM # 10 DESCRIPTION Cloud support services for INVNT team QTY 1.000 UNIT AU UNIT PRICE $200,000.00 Total Funded Value of Award: I.2 ACCOUNTING and APPROPRIATION DATA 6100.2525USCSGLCS0942710000Z00020500MA1100000000 IU0302525 TAS# 07020202020 0530000 AMOUNT $200,000.00 DELIVERY SCHEDULE DELIVER TO: Customs and Border Protection 7681 Boston Blvd Springfield, VA 22153 I.4 $200,000.00 ACCOUNTING and APPROPRIATION DATA ITEM # 10 I.3 EXT. PRICE $200,000.00 ITEM # 10 QTY 1.000 DELIVERY DATE 08/31/2021 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.acquisition.gov I. FEDERAL ACQUISITION REGULATION (48 CHAPTER 1) CLAUSES TITLE NUMBER I.5 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013) I.6 3052.212-70 CONTRACT TERMS AND CONDITIONS APPLICABLE TO DHS ACQUISITION OF COMMERCIAL ITEMS (SEP 2012) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The provision or clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference: [The Contracting Officer should either check the provisions and clauses that apply or delete the provisions and clauses that do not apply from the list. The Contracting Officer may add the date of the provision or clause if desired for clarity.] (a) Provisions. [X ] 3052.209-72 Organizational Conflicts of Interest. [ ] 3052.216-70 Evaluation of Offers Subject to An Economic Price Adjustment Clause. [ ] 3052.219-72 Evaluation of Prime Contractor Participation in the DHS Mentor Protégé Program. (b) Clauses. [ ] 3052.203-70 Instructions for Contractor Disclosure of Violations. Page 3 of 6 70B04C20F00001114 [ ] 3052.204-70 Security Requirements for Unclassified Information Technology Resources. [ ] 3052.204-71 Contractor Employee Access. [ ] Alternate I [ ] 3052.205-70 Advertisement, Publicizing Awards, and Releases. [ ] 3052.209-73 Limitation on Future Contracting. [ ] 3052.215-70 Key Personnel or Facilities. [ ] 3052.216-71 Determination of Award Fee. [ ] 3052.216-72 Performance Evaluation Plan. [ ] 3052.216-73 Distribution of Award Fee. [ ] 3052.219-70 Small Business Subcontracting Plan Reporting. [ ] 3052.219-71 DHS Mentor Protégé Program. [ ] 3052.228-70 Insurance. [ ] 3052.236-70 Special Provisions for Work at Operating Airports. [ ] 3052.242-72 Contracting Officer’s Technical Representative. [ ] 3052.247-70 F.o.B. Origin Information. [ ] Alternate I [ ] Alternate II [ ] 3052.247-71 F.o.B. Origin Only. [ ] 3052.247-72 F.o.B. Destination Only. (End of clause) I.7 CONTRACT TYPE (OCT 2008) This is a FIRM FIXED PRICE (FFP) CONTRACT. [End of Clause] I.8 SPECIFICATIONS, STATEMENT OF WORK, STATEMENT OF OBJECTIVES OR PERFORMANCE WORK STATEMENT ATTACHED (JUN 2013) The Specifications, Statement of Work, Statement of Objectives or Performance Work Statement which describe the work to be performed hereunder, although attached, is incorporated and made a part of this document with the same force and effect of “specifications” as described in the clause, Order of Precedence, FAR 52.215-8 incorporated herein by reference. [End of Clause] I.9 PERIOD OF PERFORMANCE (MAR 2003) The period of performance of this contract shall be from 09/01/2020 through 08/31/2021. [End of Clause] Page 4 of 6 70B04C20F00001114 I.10 CONTRACTING OFFICER'S AUTHORITY (MAR 2003) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract. In the event the Contractor effects any changes at the direction of any person other than the Contracting Officer, the changes will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. The Contracting Officer shall be the only individual authorized to accept nonconforming work, waive any requirement of the contract, or to modify any term or condition of the contract. The Contracting Officer is the only individual who can legally obligate Government funds. No cost chargeable to the proposed contract can be incurred before receipt of a fully executed contract or specific authorization from the Contracting Officer. [End of Clause] I.11 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS - INVOICE PROCESSING PLATFORM (IPP) (JAN 2016) Beginning April 11, 2016, payment requests for all new awards must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP). Payment terms for existing contracts and orders awarded prior to April 11, 2016 remain the same. The Contractor must use IPP for contracts and orders awarded April 11, 2016 or later, and must use the non-IPP invoicing process for those contracts and orders awarded prior to April 11, 2016. "Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in FAR 32.905(b), "Payment documentation and process" and the applicable Prompt Payment clause included in this contract. The IPP website address is: https://www.ipp.gov. Under this contract, the following documents are required to be submitted as an attachment to the IPP: -_____INVOICES_________________ -______________________ -______________________ -______________________ -______________________ The IPP was designed and developed for Contractors to enroll, access and use IPP for submitting requests for payment. Contractor assistance with enrollment can be obtained by contacting IPPCustomerSupport@fms.treas.gov or phone (866) 973-3131. If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the contracting officer. (End of Clause) I.12 GOVERNMENT CONSENT OF PUBLICATION/ENDORSEMENT (MAR 2003) Under no circumstances shall the Contractor, or anyone acting on behalf of the Contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of this contract in any news release or commercial advertising without first obtaining explicit written consent to do so from the Contracting Officer The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services. [End of Clause] I.13 HOLIDAYS AND ADMINISTRATIVE LEAVE (MAR 2003) U.S. Customs & Border Protection (CBP) personnel observe the following days as holidays: New Year’s Day Labor Day Page 5 of 6 70B04C20F00001114 Martin Luther King’s Birthday President’s Day Memorial Day Independence Day Columbus Day Veteran’s Day Thanksgiving Day Christmas Day Any other day designated by Federal statute, by Executive Order or by the President's proclamation. When any such day falls on a Saturday, the preceding Friday is observed. When any such day falls on a Sunday, the following Monday is observed. Observance of such days by Government personnel shall not be cause for an extension to the delivery schedule or period of performance or adjustment to the price, except as set forth in the contract. Except for designated around-the-clock or emergency operations, contractor personnel will not be able to perform on site under this contract with CBP on holidays set forth above. The contractor will not charge any holiday as a direct charge to the contract. In the event Contractor personnel work during a holiday other than those above, no form of holiday or other premium compensation will be reimbursed as either a direct or indirect cost. However, this does not preclude reimbursement for authorized overtime work. In the event CBP grants administrative leave to its Government employees, at the site, on-site contractor personnel shall also be dismissed if the site is being closed. However, the Contractor shall continue to provide sufficient personnel to perform around-the-clock requirements of critical efforts already in progress or scheduled and shall be guided by the instructions issued by the Contracting Officer or her/his duly appointed representative. In each instance when the site is closed to Contractor personnel as a result of inclement weather, potentially hazardous conditions, explosions, or other special circumstances; the Contractor will direct its staff as necessary to take actions such as reporting to its own site(s) or taking appropriate leave consistent with its policies. The cost of salaries and wages to the Contractor for the period of any such site closure are a reimbursable item of direct cost under the contract for employees whose regular time is normally a direct charge if they continue to perform contract work; otherwise, costs incurred because of site closure are reimbursable as indirect cost in accordance with the Contractor's established accounting policy. [End of Clause] Page 6 of 6