[Title 48 CFR ]
[Code of Federal Regulations (annual edition) - October 1, 2010 Edition]
[From the U.S. Government Printing Office]



[[Page i]]

          

          48


          Chapter 1 (Parts 52 to 99)

                         Revised as of October 1, 2010


          Federal Acquisition Regulations System
          



________________________

          Containing a codification of documents of general 
          applicability and future effect

          As of October 1, 2010
          With Ancillaries
                    Published by
                    Office of the Federal Register
                    National Archives and Records
                    Administration
                    A Special Edition of the Federal Register

[[Page ii]]

          U.S. GOVERNMENT OFFICIAL EDITION NOTICE

          Legal Status and Use of Seals and Logos
          
          
          The seal of the National Archives and Records Administration 
              (NARA) authenticates the Code of Federal Regulations (CFR) as 
              the official codification of Federal regulations established 
              under the Federal Register Act. Under the provisions of 44 
              U.S.C. 1507, the contents of the CFR, a special edition of the 
              Federal Register, shall be judicially noticed. The CFR is 
              prima facie evidence of the original documents published in 
              the Federal Register (44 U.S.C. 1510).

          It is prohibited to use NARA's official seal and the stylized Code 
              of Federal Regulations logo on any republication of this 
              material without the express, written permission of the 
              Archivist of the United States or the Archivist's designee. 
              Any person using NARA's official seals and logos in a manner 
              inconsistent with the provisions of 36 CFR part 1200 is 
              subject to the penalties specified in 18 U.S.C. 506, 701, and 
              1017.

          Use of ISBN Prefix

          This is the Official U.S. Government edition of this publication 
              and is herein identified to certify its authenticity. Use of 
              the 0-16 ISBN prefix is for U.S. Government Printing Office 
              Official Editions only. The Superintendent of Documents of the 
              U.S. Government Printing Office requests that any reprinted 
              edition clearly be labeled as a copy of the authentic work 
              with a new ISBN.

              
              
          U . S . G O V E R N M E N T P R I N T I N G O F F I C E

          ------------------------------------------------------------------

          U.S. Superintendent of Documents  Washington, DC 
              20402-0001

          http://bookstore.gpo.gov

          Phone: toll-free (866) 512-1800; DC area (202) 512-1800

[[Page iii]]




                            Table of Contents



                                                                    Page
  Explanation.................................................       v

  Title 48:
          Chapter 1--Federal Acquisition Regulation 
          (Continued)                                                3
  Finding Aids:
      Table of CFR Titles and Chapters........................     583
      Alphabetical List of Agencies Appearing in the CFR......     603
      Table of OMB Control Numbers............................     613
      List of CFR Sections Affected...........................     617

[[Page iv]]





                     ----------------------------

                     Cite this Code: CFR
                     To cite the regulations in 
                       this volume use title, 
                       part and section number. 
                       Thus, 48 CFR 52.000 refers 
                       to title 48, part 52, 
                       section 000.

                     ----------------------------

[[Page v]]



                               EXPLANATION

    The Code of Federal Regulations is a codification of the general and 
permanent rules published in the Federal Register by the Executive 
departments and agencies of the Federal Government. The Code is divided 
into 50 titles which represent broad areas subject to Federal 
regulation. Each title is divided into chapters which usually bear the 
name of the issuing agency. Each chapter is further subdivided into 
parts covering specific regulatory areas.
    Each volume of the Code is revised at least once each calendar year 
and issued on a quarterly basis approximately as follows:

Title 1 through Title 16.................................as of January 1
Title 17 through Title 27..................................as of April 1
Title 28 through Title 41...................................as of July 1
Title 42 through Title 50................................as of October 1

    The appropriate revision date is printed on the cover of each 
volume.

LEGAL STATUS

    The contents of the Federal Register are required to be judicially 
noticed (44 U.S.C. 1507). The Code of Federal Regulations is prima facie 
evidence of the text of the original documents (44 U.S.C. 1510).

HOW TO USE THE CODE OF FEDERAL REGULATIONS

    The Code of Federal Regulations is kept up to date by the individual 
issues of the Federal Register. These two publications must be used 
together to determine the latest version of any given rule.
    To determine whether a Code volume has been amended since its 
revision date (in this case, October 1, 2010), consult the ``List of CFR 
Sections Affected (LSA),'' which is issued monthly, and the ``Cumulative 
List of Parts Affected,'' which appears in the Reader Aids section of 
the daily Federal Register. These two lists will identify the Federal 
Register page number of the latest amendment of any given rule.

EFFECTIVE AND EXPIRATION DATES

    Each volume of the Code contains amendments published in the Federal 
Register since the last revision of that volume of the Code. Source 
citations for the regulations are referred to by volume number and page 
number of the Federal Register and date of publication. Publication 
dates and effective dates are usually not the same and care must be 
exercised by the user in determining the actual effective date. In 
instances where the effective date is beyond the cut-off date for the 
Code a note has been inserted to reflect the future effective date. In 
those instances where a regulation published in the Federal Register 
states a date certain for expiration, an appropriate note will be 
inserted following the text.

OMB CONTROL NUMBERS

    The Paperwork Reduction Act of 1980 (Pub. L. 96-511) requires 
Federal agencies to display an OMB control number with their information 
collection request.

[[Page vi]]

Many agencies have begun publishing numerous OMB control numbers as 
amendments to existing regulations in the CFR. These OMB numbers are 
placed as close as possible to the applicable recordkeeping or reporting 
requirements.

OBSOLETE PROVISIONS

    Provisions that become obsolete before the revision date stated on 
the cover of each volume are not carried. Code users may find the text 
of provisions in effect on a given date in the past by using the 
appropriate numerical list of sections affected. For the period before 
January 1, 2001, consult either the List of CFR Sections Affected, 1949-
1963, 1964-1972, 1973-1985, or 1986-2000, published in eleven separate 
volumes. For the period beginning January 1, 2001, a ``List of CFR 
Sections Affected'' is published at the end of each CFR volume.

``[RESERVED]'' TERMINOLOGY

    The term ``[Reserved]'' is used as a place holder within the Code of 
Federal Regulations. An agency may add regulatory information at a 
``[Reserved]'' location at any time. Occasionally ``[Reserved]'' is used 
editorially to indicate that a portion of the CFR was left vacant and 
not accidentally dropped due to a printing or computer error.

INCORPORATION BY REFERENCE

    What is incorporation by reference? Incorporation by reference was 
established by statute and allows Federal agencies to meet the 
requirement to publish regulations in the Federal Register by referring 
to materials already published elsewhere. For an incorporation to be 
valid, the Director of the Federal Register must approve it. The legal 
effect of incorporation by reference is that the material is treated as 
if it were published in full in the Federal Register (5 U.S.C. 552(a)). 
This material, like any other properly issued regulation, has the force 
of law.
    What is a proper incorporation by reference? The Director of the 
Federal Register will approve an incorporation by reference only when 
the requirements of 1 CFR part 51 are met. Some of the elements on which 
approval is based are:
    (a) The incorporation will substantially reduce the volume of 
material published in the Federal Register.
    (b) The matter incorporated is in fact available to the extent 
necessary to afford fairness and uniformity in the administrative 
process.
    (c) The incorporating document is drafted and submitted for 
publication in accordance with 1 CFR part 51.
    What if the material incorporated by reference cannot be found? If 
you have any problem locating or obtaining a copy of material listed as 
an approved incorporation by reference, please contact the agency that 
issued the regulation containing that incorporation. If, after 
contacting the agency, you find the material is not available, please 
notify the Director of the Federal Register, National Archives and 
Records Administration, 8601 Adelphi Road, College Park, MD 20740-6001, 
or call 202-741-6010.

CFR INDEXES AND TABULAR GUIDES

    A subject index to the Code of Federal Regulations is contained in a 
separate volume, revised annually as of January 1, entitled CFR Index 
and Finding Aids. This volume contains the Parallel Table of Authorities 
and Rules. A list of CFR titles, chapters, subchapters, and parts and an 
alphabetical list of agencies publishing in the CFR are also included in 
this volume.
    An index to the text of ``Title 3--The President'' is carried within 
that volume.

[[Page vii]]

    The Federal Register Index is issued monthly in cumulative form. 
This index is based on a consolidation of the ``Contents'' entries in 
the daily Federal Register.
    A List of CFR Sections Affected (LSA) is published monthly, keyed to 
the revision dates of the 50 CFR titles.

REPUBLICATION OF MATERIAL

    There are no restrictions on the republication of material appearing 
in the Code of Federal Regulations.

INQUIRIES

    For a legal interpretation or explanation of any regulation in this 
volume, contact the issuing agency. The issuing agency's name appears at 
the top of odd-numbered pages.
    For inquiries concerning CFR reference assistance, call 202-741-6000 
or write to the Director, Office of the Federal Register, National 
Archives and Records Administration, 8601 Adelphi Road, College Park, MD 
20740-6001 or e-mail fedreg.info@nara.gov.

SALES

    The Government Printing Office (GPO) processes all sales and 
distribution of the CFR. For payment by credit card, call toll-free, 
866-512-1800, or DC area, 202-512-1800, M-F 8 a.m. to 4 p.m. e.s.t. or 
fax your order to 202-512-2250, 24 hours a day. For payment by check, 
write to: US Government Printing Office - New Orders, P.O. Box 979050, 
St. Louis, MO 63197-9000. For GPO Customer Service call 202-512-1803.

ELECTRONIC SERVICES

    The full text of the Code of Federal Regulations, the LSA (List of 
CFR Sections Affected), The United States Government Manual, the Federal 
Register, Public Laws, Public Papers, Daily Compilation of Presidential 
Documents and the Privacy Act Compilation are available in electronic 
format via Federalregister.gov. For more information, contact Electronic 
Information Dissemination Services, U.S. Government Printing Office. 
Phone 202-512-1530, or 888-293-6498 (toll-free). E-mail, 
gpoaccess@gpo.gov.
    The Office of the Federal Register also offers a free service on the 
National Archives and Records Administration's (NARA) World Wide Web 
site for public law numbers, Federal Register finding aids, and related 
information. Connect to NARA's web site at www.archives.gov/federal-
register. The NARA site also contains links to GPO Access.

    Raymond A. Mosley,
    Director,
    Office of the Federal Register.
    October 1, 2010.







[[Page ix]]



                               THIS TITLE

    Title 48--Federal Acquisition Regulations System is composed of 
seven volumes. The chapters in these volumes are arranged as follows: 
Chapter 1 (parts 1 to 51), chapter 1 (parts 52 to 99), chapter 2 (parts 
201 to 299), chapters 3 to 6, chapters 7 to 14, chapters 15 to 28 and 
chapter 29 to end. The contents of these volumes represent all current 
regulations codified under this title of the CFR as of October 1, 2010.

    The Federal acquisition regulations in chapter 1 are those 
government-wide acquisition regulations jointly issued by the General 
Services Administration, the Department of Defense, and the National 
Aeronautics and Space Administration. Chapters 2 through 99 are 
acquisition regulations issued by individual government agencies. Parts 
1 to 69 in each of chapters 2 through 99 are reserved for agency 
regulations implementing the Federal acquisition regulations in chapter 
1 and are numerically keyed to them. Parts 70 to 99 in chapters 2 
through 99 contain agency regulations supplementing the Federal 
acquisition regulations.

    The OMB control numbers for the Federal Acquisition Regulations 
System appear in section 1.106 of chapter 1. For the convenience of the 
user section 1.106 is reprinted in the Finding Aids section of the 
second volume containing chapter 1 (parts 52 to 99).

    The first volume, containing chapter 1 (parts 1 to 51), includes an 
index to the Federal acquisition regulations.

    For this volume, Michele Bugenhagen was Chief Editor. The Code of 
Federal Regulations publication program is under the direction of 
Michael L. White, assisted by Ann Worley.


[[Page 1]]



            TITLE 48--FEDERAL ACQUISITION REGULATIONS SYSTEM




             (This book contains chapter 1, parts 52 to 99)

  --------------------------------------------------------------------
                                                                    Part

chapter 1--Federal Acquisition Regulation (Continued).......          52

[[Page 3]]



          CHAPTER 1--FEDERAL ACQUISITION REGULATION (CONTINUED)




  --------------------------------------------------------------------

                     SUBCHAPTER H--CLAUSES AND FORMS
Part                                                                Page
52              Solicitation provisions and contract clauses           5
53              Forms.......................................         422
54-99           [Reserved]

[[Page 5]]

                     SUBCHAPTER H_CLAUSES AND FORMS

          PART 52_SOLICITATION PROVISIONS AND CONTRACT CLAUSES

Sec.

Sec. 52.000 Scope of part.

       Subpart 52.1_Instructions for Using Provisions and Clauses


Sec. 52.100 Scope of subpart.

Sec. 52.101 Using part 52.

Sec. 52.102 Incorporating provisions and clauses.

Sec. 52.103 Identification of provisions and clauses.

Sec. 52.104 Procedures for modifying and completing provisions and 
          clauses.

Sec. 52.105 Procedures for using alternates.

Sec. 52.106 [Reserved]

Sec. 52.107 Provisions and clauses prescribed in subpart 52.1.

               Subpart 52.2_Text of Provisions and Clauses


Sec. 52.200 Scope of subpart.

Sec. 52.201 [Reserved]

Sec. 52.202-1 Definitions.

Sec. 52.203-1 [Reserved]

Sec. 52.203-2 Certificate of Independent Price Determination.

Sec. 52.203-3 Gratuities.

Sec. 52.203-4 [Reserved]

Sec. 52.203-5 Covenant Against Contingent Fees.

Sec. 52.203-6 Restrictions on Subcontractor Sales to the Government.

Sec. 52.203-7 Anti-Kickback Procedures.

Sec. 52.203-8 Cancellation, Rescission, and Recovery of Funds for 
          Illegal or Improper Activity.

Sec. 52.203-9 [Reserved]

Sec. 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity.

Sec. 52.203-11 Certification and Disclosure Regarding Payments To 
          Influence Certain Federal Transactions.

Sec. 52.203-12 Limitation on Payments To Influence Certain Federal 
          Transactions.

Sec. 52.203-13 Contractor code of business ethics and conduct.

Sec. 52.203-14 Display of hotline poster(s).

Sec. 52.203-15 Whistleblower Protections Under the American Recovery and 
          Reinvestment Act of 2009.

Sec. 52.204-1 Approval of Contract.

Sec. 52.204-2 Security Requirements.

Sec. 52.204-3 Taxpayer identification.

Sec. 52.204-4 Printed or Copied Double-Sided on Recycled Paper.

Sec. 52.204-5 Women-Owned Business (Other Than Small Business).

Sec. 52.204-6 Data Universal Numbering System (DUNS) Number.

Sec. 52.204-7 Central Contractor Registration.

Sec. 52.204-8 Annual Representations and Certifications.

Sec. 52.204-9 Personal Identity Verification of Contractor Personnel.

Sec. 52.204-10 Reporting Executive Compensation and First-Tier 
          Subcontract Awards.

Sec. 52.204-11 American Recovery and Reinvestment Act--Reporting 
          Requirements.

Sec. 52.205-52.206 [Reserved]

Sec. 52.207-1 Notice of Standard Competition.

Sec. 52.207-2 Notice of Streamlined Competition.

Sec. 52.207-3 Right of First Refusal of Employment.

Sec. 52.207-4 Economic Purchase Quantity--Supplies.

Sec. 52.207-5 Option To Purchase Equipment.

Sec. 52.208-1--52.208-3 [Reserved]

Sec. 52.208-4 Vehicle Lease Payments.

Sec. 52.208-5 Condition of Leased Vehicles.

Sec. 52.208-6 Marking of Leased Vehicles.

Sec. 52.208-7 Tagging of Leased Vehicles.

Sec. 52.208-8 Required Sources for Helium and Helium Usage Data.

Sec. 52.208-9 Contractor Use of Mandatory Sources of Supply or Services.

Sec. 52.209-1 Qualification Requirements.

Sec. 52.209-2 Prohibition on Contracting with Inverted Domestic 
          Corporations--Representation.

Sec. 52.209-3 First Article Approval--Contractor Testing.

Sec. 52.209-4 First Article Approval--Government Testing.

Sec. 52.209-5 Certification Regarding Responsibility Matters

Sec. 52.209-6 Protecting the Government's Interest When Subcontracting 
          With Contractors Debarred, Suspended, or Proposed for 
          Debarment.

Sec. 52.209-7 Information Regarding Responsibility Matters.

Sec. 52.209-8 Updates of Information Regarding Responsibility Matters.

Sec. 52.211-1 Availability of Specifications Listed in the GSA Index of 
          Federal Specifications, Standards and Commercial Item 
          Descriptions, FPMR Part 101-29.

Sec. 52.211-2 Availability of Specifications, Standards, and Data Item 
          Descriptions Listed in the Acquisition Streamlining and 
          Standardization Information System (ASSIST).

Sec. 52.211-3 Availability of Specifications Not Listed in the GSA Index 
          of Federal Specifications, Standards and Commercial Item 
          Descriptions.

Sec. 52.211-4 Availability for Examination of Specifications Not Listed 
          in the GSA Index of Federal Specifications, Standards and 
          Commercial Item Descriptions.

[[Page 6]]


Sec. 52.211-5 Material Requirements.

Sec. 52.211-6 Brand name or equal.

Sec. 52.211-7 Alternatives to Government-unique standards.

Sec. 52.211-8 Time of Delivery.

Sec. 52.211-9 Desired and Required Time of Delivery.

Sec. 52.211-10 Commencement, Prosecution, and Completion of Work.

Sec. 52.211-11 Liquidated Damages--Supplies, Services, or Research and 
          Development.

Sec. 52.211-12 Liquidated Damages--Construction.

Sec. 52.211-13 Time Extensions.

Sec. 52.211-14 Notice of Priority Rating for National Defense, Emergency 
          Preparedness, and Energy Program Use.

Sec. 52.211-15 Defense Priority and Allocation Requirements.

Sec. 52.211-16 Variation in Quantity.

Sec. 52.211-17 Delivery of Excess Quantities.

Sec. 52.211-18 Variation in Estimated Quantity.

Sec. 52.212-1 Instructions to Offerors--Commercial Items.

Sec. 52.212-2 Evaluation--Commercial Items.

Sec. 52.212-3 Offeror Representations and Certifications--Commercial 
          Items.

Sec. 52.212-4 Contract Terms and Conditions--Commercial Items.

Sec. 52.212-5 Contract Terms and Conditions Required To Implement 
          Statutes or Executive Orders--Commercial Items.

Sec. 52.213-1 Fast Payment Procedure.

Sec. 52.213-2 Invoices.

Sec. 52.213-3 Notice to Supplier.

Sec. 52.213-4 Terms and Conditions--Simplified Acquisitions (Other Than 
          Commercial Items).

Sec. 52.214-1--52.214-2 [Reserved]

Sec. 52.214-3 Amendments to Invitations for Bids.

Sec. 52.214-4 False Statements in Bids.

Sec. 52.214-5 Submission of Bids.

Sec. 52.214-6 Explanation to Prospective Bidders.

Sec. 52.214-7 Late Submissions, Modifications, and Withdrawals of Bids.

Sec. 52.214-8 [Reserved]

Sec. 52.214-9 [Reserved]

Sec. 52.214-10 Contract Award--Sealed Bidding.

Sec. 52.214-11 [Reserved]

Sec. 52.214-12 Preparation of Bids.

Sec. 52.214-13 Telegraphic Bids.

Sec. 52.214-14 Place of Performance--Sealed Bidding.

Sec. 52.214-15 Period for Acceptance of Bids.

Sec. 52.214-16 Minimum Bid Acceptance Period.

Sec. 52.214-17 [Reserved]

Sec. 52.214-18 Preparation of Bids--Construction.

Sec. 52.214-19 Contract Award--Sealed Bidding--Construction.

Sec. 52.214-20 Bid Samples.

Sec. 52.214-21 Descriptive Literature.

Sec. 52.214-22 Evaluation of Bids for Multiple Awards.

Sec. 52.214-23 Late Submissions, Modifications, and Withdrawals of 
          Technical Proposals Under Two-Step Sealed Bidding.

Sec. 52.214-24 Multiple Technical Proposals.

Sec. 52.214-25 Step Two of Two-Step Sealed Bidding.

Sec. 52.214-26 Audit and Records--Sealed Bidding.

Sec. 52.214-27 Price Reduction for Defective Certified Cost or Pricing 
          Data--Modifications--Sealed Bidding.

Sec. 52.214-28 Subcontractor Certified Cost or Pricing Data--
          Modifications--Sealed Bidding.

Sec. 52.214-29 Order of Precedence--Sealed Bidding.

Sec. 52.214-30 [Reserved]

Sec. 52.214-31 Facsimile Bids.

Sec. 52.214-32--52.214-33 [Reserved]

Sec. 52.214-34 Submission of Offers in the English Language.

Sec. 52.214-35 Submission of Offers in U.S. Currency.

Sec. 52.215-1 Instructions to Offerors--Competitive Acquisition.

Sec. 52.215-2 Audit and Records--Negotiation.

Sec. 52.215-3 Request for Information or Solicitation for Planning 
          Purposes.

Sec. 52.215-4 [Reserved]

Sec. 52.215-5 Facsimile Proposals.

Sec. 52.215-6 Place of Performance.

Sec. 52.215-7 Annual Representations and Certifications--Negotiation.

Sec. 52.215-8 Order of Precedence--Uniform Contract Format.

Sec. 52.215-9 Changes or Additions to Make-or-Buy Program.

Sec. 52.215-10 Price Reduction for Defective Certified Cost or Pricing 
          Data.

Sec. 52.215-11 Price Reduction for Defective Certified Cost or Pricing 
          Data--Modifications.

Sec. 52.215-12 Subcontractor Certified Cost or Pricing Data.

Sec. 52.215-13 Subcontractor Certified Cost or Pricing Data--
          Modifications.

Sec. 52.215-14 Integrity of Unit Prices.

Sec. 52.215-15 Pension adjustments and asset reversions.

Sec. 52.215-16 Facilities Capital Cost of Money.

Sec. 52.215-17 Waiver of Facilities Capital Cost of Money.

Sec. 52.215-18 Reversion or Adjustment of Plans for Postretirement 
          Benefits (PRB) Other Than Pensions.

Sec. 52.215-19 Notification of Ownership Changes.

Sec. 52.215-20 Requirements for Certified Cost or Pricing Data and Data 
          Other Than Certified Cost or Pricing Data.

Sec. 52.215-21 Requirements for Certified Cost or Pricing Data and Data 
          Other Than Certified Cost or Pricing Data--Modifications.

Sec. 52.215-22 Limitations on Pass-Through Charges--Identification of 
          Subcontract Effort.

Sec. 52.215-23 Limitations on Pass-Through Charges.

Sec. 52.215-24--52.215-42 [Reserved]

[[Page 7]]


Sec. 52.216-1 Type of Contract.

Sec. 52.216-2 Economic Price Adjustment--Standard Supplies.

Sec. 52.216-3 Economic Price Adjustment--Semistandard Supplies.

Sec. 52.216-4 Economic Price Adjustment--Labor and Material.

Sec. 52.216-5 Price Redetermination--Prospective.

Sec. 52.216-6 Price Redetermination--Retroactive.

Sec. 52.216-7 Allowable Cost and Payment.

Sec. 52.216-8 Fixed Fee.

Sec. 52.216-9 Fixed Fee--Construction.

Sec. 52.216-10 Incentive Fee.

Sec. 52.216-11 Cost Contract--No Fee.

Sec. 52.216-12 Cost-Sharing Contract--No Fee.

Sec. 52.216-13--52.216-14 [Reserved]

Sec. 52.216-15 Predetermined Indirect Cost Rates.

Sec. 52.216-16 Incentive Price Revision--Firm Target.

Sec. 52.216-17 Incentive Price Revision--Successive Targets.

Sec. 52.216-18 Ordering.

Sec. 52.216-19 Order Limitations.

Sec. 52.216-20 Definite Quantity.

Sec. 52.216-21 Requirements.

Sec. 52.216-22 Indefinite Quantity.

Sec. 52.216-23 Execution and Commencement of Work.

Sec. 52.216-24 Limitation of Government Liability.

Sec. 52.216-25 Contract Definitization.

Sec. 52.216-26 Payments of Allowable Costs Before Definitization.

Sec. 52.216-27 Single or Multiple Awards.

Sec. 52.216-28 Multiple Awards for Advisory and Assistance Services.

Sec. 52.216-29 Time-and-Materials/Labor-Hour Proposal Requirements--Non-
          Commercial Item Acquisition With Adequate Price Competition.

Sec. 52.216-30 Time-and-Materials/Labor-Hour Proposal Requirements--Non-
          Commercial Item Acquisition without Adequate Price 
          Competition.

Sec. 52.216-31 Time-and-Materials/Labor-Hour Proposal Requirements--
          Commercial Item Acquisition.

Sec. 52.217-1 [Reserved]

Sec. 52.217-2 Cancellation Under Multiyear Contracts.

Sec. 52.217-3 Evaluation Exclusive of Options.

Sec. 52.217-4 Evaluation of Option Exercised at Time of Contract Award.

Sec. 52.217-5 Evaluation of Options.

Sec. 52.217-6 Option for Increased Quantity.

Sec. 52.217-7 Option for Increased Quantity--Separately Priced Line 
          Item.

Sec. 52.217-8 Option To Extend Services.

Sec. 52.217-9 Option To Extend the Term of the Contract.

Sec. 52.218 [Reserved]

Sec. 52.219-1 Small Business Program Representations.

Sec. 52.219-2 Equal Low Bids.

Sec. 52.219-3 Notice of total HUBZone set-aside.

Sec. 52.219-4 Notice of price evaluation preference for HUBZone small 
          business concerns.

Sec. 52.219-5 [Reserved]

Sec. 52.219-6 Notice of Total Small Business Set-Aside.

Sec. 52.219-7 Notice of Partial Small Business Set-Aside.

Sec. 52.219-8 Utilization of small business concerns.

Sec. 52.219-9 Small, Small Disadvantaged and Women-Owned Small Business 
          Subcontracting Plan.

Sec. 52.219-10 Incentive Subcontracting Program.

Sec. 52.219-11 Special 8(a) Contract Conditions.

Sec. 52.219-12 Special 8(a) Subcontract Conditions.

Sec. 52.219-13 [Reserved]

Sec. 52.219-14 Limitations on Subcontracting.

Sec. 52.219-15 [Reserved]

Sec. 52.219-16 Liquidated Damages--Subcontracting Plan.

Sec. 52.219-17 Section 8(a) Award.

Sec. 52.219-18 Notification of Competition Limited to Eligible 8(a) 
          Concerns.

Sec. 52.219-19 Small Business Concern Representation for the Small 
          Business Competitiveness Demonstration Program.

Sec. 52.219-20 Notice of Emerging Small Business Set-Aside.

Sec. 52.219-21 Small Business Size Representation for Targeted Industry 
          Categories Under the Small Business Competitiveness 
          Demonstration Program.

Sec. 52.219-22 Small Disadvantaged Business Status.

Sec. 52.219-23 Notice of Price Evaluation Adjustment for Small 
          Disadvantaged Business Concerns.

Sec. 52.219-24 Small Disadvantaged Business Participation Program--
          Targets.

Sec. 52.219-25 Small Disadvantaged Business Participation Program--
          Disadvantaged Status and Reporting.

Sec. 52.219-26 Small Disadvantaged Business Participation Program--
          Incentive Subcontracting.

Sec. 52.219-28 Post-Award Small Business Program Rerepresentation.

Sec. 52.221 [Reserved]

Sec. 52.222-1 Notice to the Government of Labor Disputes.

Sec. 52.222-2 Payment for Overtime Premiums.

Sec. 52.222-3 Convict Labor.

Sec. 52.222-4 Contract Work Hours and Safety Standards Act--Overtime 
          Compensation.

Sec. 52.222-5 Davis-Bacon Act--Secondary site of the work.

Sec. 52.222-6 Davis-Bacon Act.

Sec. 52.222-7 Withholding of Funds.

Sec. 52.222-8 Payrolls and Basic Records.

Sec. 52.222-9 Apprentices and Trainees.

Sec. 52.222-10 Compliance With Copeland Act Requirements.

Sec. 52.222-11 Subcontracts (Labor Standards).

[[Page 8]]


Sec. 52.222-12 Contract Termination--Debarment.

Sec. 52.222-13 Compliance With Davis-Bacon and Related Act Regulations.

Sec. 52.222-14 Disputes Concerning Labor Standards.

Sec. 52.222-15 Certification of Eligibility.

Sec. 52.222-16 Approval of Wage Rates.

Sec. 52.222-17 [Reserved]

Sec. 52.222-18 Certification Regarding Knowledge of Child Labor for 
          Listed End Products.

Sec. 52.222-19 Child Labor--Cooperation with Authorities and Remedies.

Sec. 52.222-20 Walsh-Healey Public Contracts Act.

Sec. 52.222-21 Prohibition of segregated facilities.

Sec. 52.222-22 Previous Contracts and Compliance Reports.

Sec. 52.222-23 Notice of Requirement for Affirmative Action To Ensure 
          Equal Employment Opportunity for Construction.

Sec. 52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation.

Sec. 52.222-25 Affirmative Action Compliance.

Sec. 52.222-26 Equal Opportunity.

Sec. 52.222-27 Affirmative Action Compliance Requirements for 
          Construction.

Sec. 52.222-28 [Reserved]

Sec. 52.222-29 Notification of visa denial.

Sec. 52.222-30 Davis-Bacon Act--price adjustment (None or Separately 
          Specified Method).

Sec. 52.222-31 Davis-Bacon Act--Price Adjustment (Percentage Method).

Sec. 52.222-32 Davis-Bacon Act--Price Adjustment (Actual Method).

Sec. 52.222-33 Notice of Requirement for Project Labor Agreement.

Sec. 52.222-34 Project Labor Agreement.

Sec. 52.222-35 Equal Opportunity for Veterans.

Sec. 52.222-36 Affirmative Action for Workers With Disabilities.

Sec. 52.222-37 Employment Reports on Veterans.

Sec. 52.222-38 Compliance with Veterans' Employment Reporting 
          Requirements.

Sec. 52.222-39--52.222-40 [Reserved]

Sec. 52.222-41 Service Contract Act of 1965.

Sec. 52.222-42 Statement of Equivalent Rates for Federal Hires.

Sec. 52.222-43 Fair Labor Standards Act and Service Contract Act--Price 
          Adjustment (Multiple Year and Option Contracts).

Sec. 52.222-44 Fair Labor Standards Act and Service Contract Act--Price 
          Adjustment.

Sec. 52.222-45 [Reserved]

Sec. 52.222-46 Evaluation of Compensation for Professional Employees.

Sec. 52.222-47 [Reserved]

Sec. 52.222-48 Exemption from Application of the Service Contract Act to 
          Contracts for Maintenance, Calibration, or Repair of Certain 
          Equipment Certification.

Sec. 52.222-49 Service Contract Act--Place of Performance Unknown.

Sec. 52.222-50 Combating Trafficking in Persons.

Sec. 52.222-51 Exemption from Application of the Service Contract Act to 
          Contracts for Maintenance, Calibration, or Repair of Certain 
          Equipment--Requirements.

Sec. 52.222-52 Exemption from Application of the Service Contract Act to 
          Contracts for Certain Services--Certification.

Sec. 52.222-53 Exemption from Application of the Service Contract Act to 
          Contracts for Certain Services--Requirements.

Sec. 52.222-54 Employment Eligibility Verification.

Sec. 52.223-1 Biobased Product Certification.

Sec. 52.223-2 Affirmative Procurement of Biobased Products Under Service 
          and Construction Contracts.

Sec. 52.223-3 Hazardous Material Identification and Material Safety 
          Data.

Sec. 52.223-4 Recovered Material Certification.

Sec. 52.223-5 Pollution Prevention and Right-to-Know Information.

Sec. 52.223-6 Drug-Free Workplace.

Sec. 52.223-7 Notice of radioactive materials.

Sec. 52.223-8 [Reserved]

Sec. 52.223-9 Estimate of Percentage of Recovered Material Content for 
          EPA-Designated Items.

Sec. 52.223-10 Waste Reduction Program.

Sec. 52.223-11 Ozone-Depleting Substances.

Sec. 52.223-12 Refrigeration Equipment and Air Conditioners.

Sec. 52.223-13 Certification of Toxic Chemical Release Reporting.

Sec. 52.223-14 Toxic Chemical Release Reporting.

Sec. 52.223-15 Energy Efficiency in Energy-Consuming Products.

Sec. 52.223-16 IEEE 1680 Standard for the Environmental Assessment of 
          Personal Computer Products.

Sec. 52.223-17 Affirmative Procurement of EPA-designated Items in 
          Service and Construction Contracts.

Sec. 52.223-18 Contractor Policy to Ban Text Messaging While Driving.

Sec. 52.224-1 Privacy Act Notification.

Sec. 52.224-2 Privacy Act.

Sec. 52.225-1 Buy American Act--Supplies.

Sec. 52.225-2 Buy American Act Certificate.

Sec. 52.225-3 Buy American Act--Free Trade Agreements--Israeli Trade 
          Act.

Sec. 52.225-4 Buy American Act--Free Trade Agreement--Israeli Trade Act 
          Certificate.

Sec. 52.225-5 Trade Agreements.

Sec. 52.225-6 Trade Agreements Certificate.

Sec. 52.225-7 Waiver of Buy American Act for Civil Aircraft and Related 
          Articles.

Sec. 52.225-8 Duty-Free Entry.

Sec. 52.225-9 Buy American Act--Construction Materials.

Sec. 52.225-10 Notice of Buy American Act Requirement--Construction 
          Materials.

Sec. 52.225-11 Buy American Act--Construction Materials under Trade 
          Agreements.

Sec. 52.225-12 Notice of Buy American Act Requirement--Construction 
          Materials under Trade Agreements.

[[Page 9]]


Sec. 52.225-13 Restrictions on Certain Foreign Purchases.

Sec. 52.225-14 Inconsistency between English Version and Translation of 
          Contract.

Sec. 52.225-15--52.225-16 [Reserved]

Sec. 52.225-17 Evaluation of Foreign Currency Offers.

Sec. 52.225-18 Place of Manufacture.

Sec. 52.225-19 Contractor Personnel in a Designated Operational Area or 
          Supporting a Diplomatic or Consular Mission Outside the United 
          States.

Sec. 52.225-20 Prohibition on Conducting Restricted Business Operations 
          in Sudan--Certification.

Sec. 52.225-21 Required Use of American Iron, Steel, and Manufactured 
          Goods--Buy American Act--Construction Materials.

Sec. 52.225-22 Notice of Required Use of American Iron, Steel, and 
          Manufactured Goods--Buy American Act--Construction Materials.

Sec. 52.225-23 Required Use of American Iron, Steel, and Manufactured 
          Goods--Buy American Act--Construction Materials Under Trade 
          Agreements.

Sec. 52.225-24 Notice of Required Use of American Iron, Steel, and 
          Manufactured Goods--Buy American Act--Construction Materials 
          Under Trade Agreements.

Sec. 52.225-25 Prohibition on Engaging in Sanctioned Activities Relating 
          to Iran--Certification.

Sec. 52.226 [Reserved]

Sec. 52.226-1 Utilization of Indian Organizations and Indian-Owned 
          Economic Enterprises.

Sec. 52.226-2 Historically Black College or University and Minority 
          Institution Representation.

Sec. 52.226-3 Disaster or Emergency Area Representation.

Sec. 52.226-4 Notice of Disaster or Emergency Area Set-Aside.

Sec. 52.226-5 Restrictions on Subcontracting Outside Disaster or 
          Emergency Area.

Sec. 52.226-6 Promoting excess food donation to nonprofit organizations.

Sec. 52.227-1 Authorization and Consent.

Sec. 52.227-2 Notice and Assistance Regarding Patent and Copyright 
          Infringement.

Sec. 52.227-3 Patent Indemnity.

Sec. 52.227-4 Patent Indemnity--Construction Contracts.

Sec. 52.227-5 Waiver of Indemnity.

Sec. 52.227-6 Royalty Information.

Sec. 52.227-7 Patents--Notice of Government Licensee.

Sec. 52.227-8 [Reserved]

Sec. 52.227-9 Refund of Royalties.

Sec. 52.227-10 Filing of Patent Applications--Classified Subject Matter.

Sec. 52.227-11 Patent Rights--Ownership by the Contractor.

Sec. 52.227-12 [Reserved]

Sec. 52.227-13 Patent Rights--Ownership by the Government.

Sec. 52.227-14 Rights in Data--General.

Sec. 52.227-15 Representation of Limited Rights Data and Restricted 
          Computer Software.

Sec. 52.227-16 Additional Data Requirements.

Sec. 52.227-17 Rights in Data--Special Works.

Sec. 52.227-18 Rights in Data--Existing Works.

Sec. 52.227-19 Commercial Computer Software License.

Sec. 52.227-20 Rights in Data--SBIR Program.

Sec. 52.227-21 Technical Data Declaration, Revision, and Withholding of 
          Payment--Major Systems.

Sec. 52.227-22 Major System--Minimum Rights.

Sec. 52.227-23 Rights to Proposal Data (Technical).

Sec. 52.228-1 Bid Guarantee.

Sec. 52.228-2 Additional Bond Security.

Sec. 52.228-3 Workers' Compensation Insurance (Defense Base Act).

Sec. 52.228-4 Workers' Compensation and War-Hazard Insurance Overseas.

Sec. 52.228-5 Insurance--Work on a Government Installation.

Sec. 52.228-6 [Reserved]

Sec. 52.228-7 Insurance--Liability to Third Persons.

Sec. 52.228-8 Liability and Insurance--Leased Motor Vehicles.

Sec. 52.228-9 Cargo Insurance.

Sec. 52.228-10 Vehicular and General Public Liability Insurance.

Sec. 52.228-11 Pledges of Assets.

Sec. 52.228-12 Prospective Subcontractor Requests for Bonds.

Sec. 52.228-13 Alternative Payment Protections.

Sec. 52.228-14 Irrevocable Letter of Credit.

Sec. 52.228-15 Performance and Payment Bonds--Construction.

Sec. 52.228-16 Performance and Payment Bonds--Other Than Construction.

Sec. 52.229-1 State and Local Taxes.

Sec. 52.229-2 North Carolina State and Local Sales and Use Tax.

Sec. 52.229-3 Federal, State, and Local Taxes.

Sec. 52.229-4 Federal, State, and Local (State and Local Adjustments).

Sec. 52.229-5 [Reserved]

Sec. 52.229-6 Taxes--Foreign Fixed-Price Contracts.

Sec. 52.229-7 Taxes--Fixed-Price Contracts With Foreign Governments.

Sec. 52.229-8 Taxes--Foreign Cost-Reimbursement Contracts.

Sec. 52.229-9 Taxes--Cost-Reimbursement Contracts With Foreign 
          Governments.

Sec. 52.229-10 State of New Mexico Gross Receipts and Compensating Tax.

Sec. 52.230-1 Cost Accounting Standards Notices and Certification.

Sec. 52.230-2 Cost Accounting Standards.

Sec. 52.230-3 Disclosure and Consistency of Cost Accounting Practices.

Sec. 52.230-4 Disclosure and Consistency of Cost Accounting Practices--
          Foreign Concerns.

Sec. 52.230-5 Cost Accounting Standards--Educational Institution.

Sec. 52.230-6 Administration of Cost Accounting Standards.

[[Page 10]]


Sec. 52.230-7 Proposal Disclosure--Cost Accounting Practice Changes.

Sec. 52.231 [Reserved]

Sec. 52.232-1 Payments.

Sec. 52.232-2 Payments Under Fixed-Price Research and Development 
          Contracts.

Sec. 52.232-3 Payments Under Personal Services Contracts.

Sec. 52.232-4 Payments Under Transportation Contracts and 
          Transportation-Related Services Contracts.

Sec. 52.232-5 Payments Under Fixed-Price Construction Contracts.

Sec. 52.232-6 Payment Under Communication Service Contracts With Common 
          Carriers.

Sec. 52.232-7 Payments Under Time-and-Materials and Labor-Hour 
          Contracts.

Sec. 52.232-8 Discounts for Prompt Payment.

Sec. 52.232-9 Limitation on Withholding of Payments.

Sec. 52.232-10 Payments Under Fixed-Price Architect-Engineer Contracts.

Sec. 52.232-11 Extras.

Sec. 52.232-12 Advance Payments.

Sec. 52.232-13 Notice of Progress Payments.

Sec. 52.232-14 Notice of Availability of Progress Payments Exclusively 
          for Small Business Concerns.

Sec. 52.232-15 Progress Payments Not Included.

Sec. 52.232-16 Progress Payments.

Sec. 52.232-17 Interest.

Sec. 52.232-18 Availability of Funds.

Sec. 52.232-19 Availability of Funds for the Next Fiscal Year.

Sec. 52.232-20 Limitation of Cost.

Sec. 52.232-21 [Reserved]

Sec. 52.232-22 Limitation of Funds.

Sec. 52.232-23 Assignment of Claims.

Sec. 52.232-24 Prohibition of Assignment of Claims.

Sec. 52.232-25 Prompt Payment.

Sec. 52.232-26 Prompt Payment for Fixed-Price Architect-Engineer 
          Contracts.

Sec. 52.232-27 Prompt Payment for Construction Contracts.

Sec. 52.232-28 Invitation To Propose Performance-Based Payments.

Sec. 52.232-29 Terms for Financing of Purchases of Commercial Items.

Sec. 52.232-30 Installment Payments for Commercial Items.

Sec. 52.232-31 Invitation To Propose Financing Terms.

Sec. 52.232-32 Performance-Based Payments.

Sec. 52.232-33 Payment by Electronic Funds Transfer--Central Contractor 
          Registration.

Sec. 52.232-34 Payment by Electronic Funds Transfer--Other than Central 
          Contractor Registration.

Sec. 52.232-35 Designation of Office for Government Receipt of 
          Electronic Funds Transfer Information.

Sec. 52.232-36 Payment by Third Party.

Sec. 52.232-37 Multiple Payment Arrangements.

Sec. 52.232-38 Submission of Electronic Funds Transfer Information with 
          Offer.

Sec. 52.233-1 Disputes.

Sec. 52.233-2 Service of Protest.

Sec. 52.233-3 Protest After Award.

Sec. 52.233-4 Applicable Law for Breach of Contract Claim.

Sec. 52.234-1 Industrial Resources Developed Under Defense Production 
          Act Title III.

Sec. 52.234-2 Notice of Earned Value Management System - Pre-Award IBR.

Sec. 52.234-3 Notice of Earned Value Management System - Post Award IBR.

Sec. 52.234-4 Earned Value Management System.

Sec. 52.235 [Reserved]

Sec. 52.236-1 Performance of Work by the Contractor.

Sec. 52.236-2 Differing Site Conditions.

Sec. 52.236-3 Site Investigation and Conditions Affecting the Work.

Sec. 52.236-4 Physical Data.

Sec. 52.236-5 Material and Workmanship.

Sec. 52.236-6 Superintendence by the Contractor.

Sec. 52.236-7 Permits and Responsibilities.

Sec. 52.236-8 Other Contracts.

Sec. 52.236-9 Protection of Existing Vegetation, Structures, Equipment, 
          Utilities, and Improvements.

Sec. 52.236-10 Operations and Storage Areas.

Sec. 52.236-11 Use and Possession Prior to Completion.

Sec. 52.236-12 Cleaning Up.

Sec. 52.236-13 Accident Prevention.

Sec. 52.236-14 Availability and Use of Utility Services.

Sec. 52.236-15 Schedules for Construction Contracts.

Sec. 52.236-16 Quantity Surveys.

Sec. 52.236-17 Layout of Work.

Sec. 52.236-18 Work Oversight in Cost-Reimbursement Construction 
          Contracts.

Sec. 52.236-19 Organization and Direction of the Work.

Sec. 52.236-20 [Reserved]

Sec. 52.236-21 Specifications and Drawings for Construction.

Sec. 52.236-22 Design Within Funding Limitations.

Sec. 52.236-23 Responsibility of the Architect-Engineer Contractor.

Sec. 52.236-24 Work Oversight in Architect-Engineer Contracts.

Sec. 52.236-25 Requirements for Registration of Designers.

Sec. 52.236-26 Preconstruction Conference.

Sec. 52.236-27 Site Visit (Construction).

Sec. 52.236-28 Preparation of Proposals--Construction.

Sec. 52.237-1 Site Visit.

Sec. 52.237-2 Protection of Government Buildings, Equipment, and 
          Vegetation.

Sec. 52.237-3 Continuity of Services.

Sec. 52.237-4 Payment by Government to Contractor.

Sec. 52.237-5 Payment by Contractor to Government.

[[Page 11]]


Sec. 52.237-6 Incremental Payment by Contractor to Government.

Sec. 52.237-7 Indemnification and Medical Liability Insurance.

Sec. 52.237-8 Restriction on Severance Payments to Foreign Nationals.

Sec. 52.237-9 Waiver of Limitation on Severance Payments to Foreign 
          Nationals.

Sec. 52.237-10 Identification of Uncompensated Overtime.

Sec. 52.237-11 Accepting and Dispensing of $1 Coin.

Sec. 52.238 [Reserved]

Sec. 52.239-1 Privacy or Security Safeguards.

Sec. 52.240 [Reserved]

Sec. 52.241 Utility Services Provisions and Clauses.

Sec. 52.241-1 Electric Service Territory Compliance Representation.

Sec. 52.241-2 Order of Precedence--Utilities.

Sec. 52.241-3 Scope and Duration of Contract.

Sec. 52.241-4 Change in Class of Service.

Sec. 52.241-5 Contractor's Facilities.

Sec. 52.241-6 Service Provisions.

Sec. 52.241-7 Change in Rates or Terms and Conditions of Service for 
          Regulated Services.

Sec. 52.241-8 Change in Rates or Terms and Conditions of Service for 
          Unregulated Services.

Sec. 52.241-9 Connection Charge.

Sec. 52.241-10 Termination Liability.

Sec. 52.241-11 Multiple Service Locations.

Sec. 52.241-12 Nonrefundable, Nonrecurring Service Charge.

Sec. 52.241-13 Capital Credits.

Sec. 52.242-1 Notice of Intent To Disallow Costs.

Sec. 52.242-2 Production Progress Reports.

Sec. 52.242-3 Penalties for Unallowable Costs.

Sec. 52.242-4 Certification of Final Indirect Costs.

Sec. 52.242-5--52.242-12 [Reserved]

Sec. 52.242-13 Bankruptcy.

Sec. 52.242-14 Suspension of Work.

Sec. 52.242-15 Stop-Work Order.

Sec. 52.242-16 [Reserved]

Sec. 52.242-17 Government Delay of Work.

Sec. 52.243-1 Changes--Fixed-Price.

Sec. 52.243-2 Changes--Cost-Reimbursement.

Sec. 52.243-3 Changes--Time-and-Materials or Labor-Hours.

Sec. 52.243-4 Changes.

Sec. 52.243-5 Changes and Changed Conditions.

Sec. 52.243-6 Change Order Accounting.

Sec. 52.243-7 Notification of Changes.

Sec. 52.244-1 [Reserved]

Sec. 52.244-2 Subcontracts.

Sec. 52.244-3 [Reserved]

Sec. 52.244-4 Subcontractors and outside associates and consultants 
          (Architect-engineer services).

Sec. 52.244-5 Competition in Subcontracting.

Sec. 52.244-6 Subcontracts for Commercial Items.

Sec. 52.245-1 Government Property.

Sec. 52.245-2 Government Property Installation Operation Services.

Sec. 52.245-3--52.245-8 [Reserved]

Sec. 52.245-9 Use and Charges.

Sec. 52.246-1 Contractor Inspection Requirements.

Sec. 52.246-2 Inspection of Supplies--Fixed-Price.

Sec. 52.246-3 Inspection of Supplies--Cost-Reimbursement.

Sec. 52.246-4 Inspection of Services--Fixed-Price.

Sec. 52.246-5 Inspection of Services--Cost-Reimbursement.

Sec. 52.246-6 Inspection--Time-and-Material and Labor-Hour.

Sec. 52.246-7 Inspection of Research and Development--Fixed-Price.

Sec. 52.246-8 Inspection of Research and Development--Cost-
          Reimbursement.

Sec. 52.246-9 Inspection of Research and Development (Short Form).

Sec. 52.246-10 [Reserved]

Sec. 52.246-11 Higher-Level Contract Quality Requirement.

Sec. 52.246-12 Inspection of Construction.

Sec. 52.246-13 Inspection--Dismantling, Demolition, or Removal of 
          Improvements.

Sec. 52.246-14 Inspection of Transportation.

Sec. 52.246-15 Certificate of Conformance.

Sec. 52.246-16 Responsibility for Supplies.

Sec. 52.246-17 Warranty of Supplies of a Noncomplex Nature.

Sec. 52.246-18 Warranty of Supplies of a Complex Nature.

Sec. 52.246-19 Warranty of Systems and Equipment under Performance 
          Specifications or Design Criteria.

Sec. 52.246-20 Warranty of Services.

Sec. 52.246-21 Warranty of Construction.

Sec. 52.246-22 [Reserved]

Sec. 52.246-23 Limitation of Liability.

Sec. 52.246-24 Limitation of Liability--High-Value Items.

Sec. 52.246-25 Limitation of Liability--Services.

Sec. 52.247-1 Commercial Bill of Lading Notations.

Sec. 52.247-2 Permits, Authorities, or Franchises.

Sec. 52.247-3 Capability To Perform a Contract for the Relocation of a 
          Federal Office.

Sec. 52.247-4 Inspection of Shipping and Receiving Facilities.

Sec. 52.247-5 Familiarization With Conditions.

Sec. 52.247-6 Financial Statement.

Sec. 52.247-7 Freight Excluded.

Sec. 52.247-8 Estimated Weights or Quantities Not Guaranteed.

Sec. 52.247-9 Agreed Weight--General Freight.

Sec. 52.247-10 Net Weight--General Freight.

Sec. 52.247-11 Net Weight--Household Goods or Office Furniture.

Sec. 52.247-12 Supervision, Labor, or Materials.

Sec. 52.247-13 Accessorial Services--Moving Contracts.

Sec. 52.247-14 Contractor Responsibility for Receipt of Shipment.

Sec. 52.247-15 Contractor Responsibility for Loading and Unloading.

Sec. 52.247-16 Contractor Responsibility for Returning Undelivered 
          Freight.

[[Page 12]]


Sec. 52.247-17 Charges.

Sec. 52.247-18 Multiple Shipments.

Sec. 52.247-19 Stopping in Transit for Partial Unloading.

Sec. 52.247-20 Estimated Quantities or Weights for Evaluation of Offers.

Sec. 52.247-21 Contractor Liability for Personal Injury and/or Property 
          Damage.

Sec. 52.247-22 Contractor Liability for Loss of and/or Damage to Freight 
          Other Than Household Goods.

Sec. 52.247-23 Contractor Liability for Loss of and/or Damage to 
          Household Goods.

Sec. 52.247-24 Advance Notification by the Government.

Sec. 52.247-25 Government-Furnished Equipment With or Without Operators.

Sec. 52.247-26 Government Direction and Marking.

Sec. 52.247-27 Contract Not Affected by Oral Agreement.

Sec. 52.247-28 Contractor's Invoices.

Sec. 52.247-29 F.o.b. Origin.

Sec. 52.247-30 F.o.b. Origin, Contractor's Facility.

Sec. 52.247-31 F.o.b. Origin, Freight Allowed.

Sec. 52.247-32 F.o.b. Origin, Freight Prepaid.

Sec. 52.247-33 F.o.b. Origin, With Differentials.

Sec. 52.247-34 F.o.b. Destination.

Sec. 52.247-35 F.o.b. Destination, Within Consignee's Premises.

Sec. 52.247-36 F.a.s. Vessel, Port of Shipment.

Sec. 52.247-37 F.o.b. Vessel, Port of Shipment.

Sec. 52.247-38 F.o.b. Inland Carrier, Point of Exportation.

Sec. 52.247-39 F.o.b. Inland Point, Country of Importation.

Sec. 52.247-40 Ex Dock, Pier, or Warehouse, Port of Importation.

Sec. 52.247-41 C.& f. Destination.

Sec. 52.247-42 C.i.f. Destination.

Sec. 52.247-43 F.o.b. Designated Air Carrier's Terminal, Point of 
          Exportation.

Sec. 52.247-44 F.o.b. Designated Air Carrier's Terminal, Point of 
          Importation.

Sec. 52.247-45 F.o.b. Origin and/or F.o.b. Destination Evaluation.

Sec. 52.247-46 Shipping Point(s) Used in Evaluation of F.o.b. Origin 
          Offers.

Sec. 52.247-47 Evaluation--F.o.b. Origin.

Sec. 52.247-48 F.o.b. Destination--Evidence of Shipment.

Sec. 52.247-49 Destination Unknown.

Sec. 52.247-50 No Evaluation of Transportation Costs.

Sec. 52.247-51 Evaluation of Export Offers.

Sec. 52.247-52 Clearance and Documentation Requirements--Shipments to 
          DOD Air or Water Terminal Transshipment Points.

Sec. 52.247-53 Freight Classification Description.

Sec. 52.247-54 [Reserved]

Sec. 52.247-55 F.o.b. Point for Delivery of Government-Furnished 
          Property.

Sec. 52.247-56 Transit Arrangements.

Sec. 52.247-57 Transportation Transit Privilege Credits.

Sec. 52.247-58 Loading, Blocking, and Bracing of Freight Car Shipments.

Sec. 52.247-59 F.o.b. Origin--Carload and Truckload Shipments.

Sec. 52.247-60 Guaranteed Shipping Characteristics.

Sec. 52.247-61 F.o.b. Origin--Minimum Size of Shipments.

Sec. 52.247-62 Specific Quantities Unknown.

Sec. 52.247-63 Preference for U.S.-Flag Air Carriers.

Sec. 52.247-64 Preference for Privately Owned U.S.-Flag Commercial 
          Vessels.

Sec. 52.247-65 F.o.b. Origin, Prepaid Freight--Small Package Shipments.

Sec. 52.247-66 Returnable Cylinders.

Sec. 52.247-67 Submission of Transportation Documents for Audit.

Sec. 52.247-68 Report of Shipment (REPSHIP).

Sec. 52.248-1 Value Engineering.

Sec. 52.248-2 Value Engineering--Architect-Engineer.

Sec. 52.248-3 Value Engineering--Construction.

Sec. 52.249-1 Termination for Convenience of the Government (Fixed-
          Price) (Short Form).

Sec. 52.249-2 Termination for Convenience of the Government (Fixed-
          Price).

Sec. 52.249-3 Termination for Convenience of the Government 
          (Dismantling, Demolition, or Removal of Improvements).

Sec. 52.249-4 Termination for Convenience of the Government (Services) 
          (Short Form).

Sec. 52.249-5 Termination for Convenience of the Government (Educational 
          and Other Nonprofit Institutions).

Sec. 52.249-6 Termination (Cost-Reimbursement).

Sec. 52.249-7 Termination (Fixed-Price Architect-Engineer).

Sec. 52.249-8 Default (Fixed-Price Supply and Service).

Sec. 52.249-9 Default (Fixed-Price Research and Development).

Sec. 52.249-10 Default (Fixed-Price Construction).

Sec. 52.249-11 [Reserved]

Sec. 52.249-12 Termination (Personal Services).

Sec. 52.249-13 [Reserved]

Sec. 52.249-14 Excusable Delays.

Sec. 52.250-1 Indemnification Under Public Law 85-804.

Sec. 52.250-2 SAFETY Act Coverage Not Applicable.

Sec. 52.250-3 SAFETY Act Block Designation/Certification.

Sec. 52.250-4 SAFETY Act Pre-qualification Designation Notice.

Sec. 52.250-5 SAFETY Act--Equitable Adjustment.

Sec. 52.251-1 Government Supply Sources.

Sec. 52.251-2 Interagency Fleet Management System Vehicles and Related 
          Services.

Sec. 52.252-1 Solicitation Provisions Incorporated by Reference.

Sec. 52.252-2 Clauses Incorporated by Reference.

Sec. 52.252-3 Alterations in Solicitation.

Sec. 52.252-4 Alterations in Contract.

[[Page 13]]


Sec. 52.252-5 Authorized Deviations in Provisions.

Sec. 52.252-6 Authorized Deviations in Clauses.

Sec. 52.253-1 Computer Generated Forms.

                Subpart 52.3_Provision and Clause Matrix


Sec. 52.300 Scope of subpart.

Sec. 52.301 Solicitation provisions and contract clauses (Matrix).

    Authority: 40 U.S.C. 121(c); 10 U.S.C. chapter 137; and 42 U.S.C. 
2473(c).

    Source: 48 FR 42478, Sept. 19, 1983, unless otherwise noted.



Sec. 52.000  Scope of part.

    This part (a) gives instructions for using provisions and clauses in 
solicitations and/or contracts, (b) sets forth the solicitation 
provisions and contract clauses prescribed by this regulation, and (c) 
presents a matrix listing the FAR provisions and clauses applicable to 
each principal contract type and/or purpose (e.g., fixed-price supply, 
cost-reimbursement research and development).

[48 FR 42478, Sept. 19, 1983; 48 FR 43273, Sept. 22, 1983, as amended at 
55 FR 3887, Feb. 5, 1990]

       Subpart 52.1_Instructions for Using Provisions and Clauses



Sec. 52.100  Scope of subpart.

    This subpart (a) gives instructions for using part 52, including the 
explanation and use of provision and clause numbers, prescriptions, 
prefaces, and the matrix; (b) prescribes procedures for incorporating, 
identifying, and modifying provisions and clauses in solicitations and 
contracts, and for using alternates; and (c) describes the derivation of 
FAR provisions and clauses.

[48 FR 42478, Sept. 19, 1983; 48 FR 43273, Sept. 22, 1983, as amended at 
55 FR 3887, Feb. 5, 1990]



Sec. 52.101  Using part 52.

    (a) Definition. Modification, as used in this subpart, means a minor 
change in the details of a provision or clause that is specifically 
authorized by the FAR and does not alter the substance of the provision 
or clause (see 52.104).
    (b) Numbering--(1) FAR provisions and clauses. Subpart 52.2 sets 
forth the texts of all FAR provisions and clauses, each in its own 
separate subsection. The subpart is arranged by subject matter, in the 
same order as, and keyed to, the parts of the FAR. Each FAR provision or 
clause is uniquely identified. All FAR provision and clause numbers 
begin with ``52.2,'' since the text of all FAR provisions and clauses 
appear in subpart 52.2. The next two digits of the provision or clause 
number correspond to the number of the FAR subject part in which the 
provision or clause is prescribed. The FAR provision or clause number is 
then completed by a hyphen and a sequential number assigned within each 
section of subpart 52.2. The following example illustrates the makeup of 
the FAR provision or clause number:
[GRAPHIC] [TIFF OMITTED] TC01MY91.000

    (2) Provisions or clauses that supplement the FAR. (i) Provisions or 
clauses that supplement the FAR are--
    (A) Prescribed and included in authorized agency acquisition 
regulations issued within an agency to satisfy the specific needs of the 
agency as a whole;
    (B) Prescribed and included in a regulation issued by a 
suborganization of an agency to satisfy the needs of that particular 
suborganization; or
    (C) Developed for use at a suborganizational level of an agency, not 
meant for repetitive use, but intended to meet the needs of an 
individual acquisition and, thus, impractical to include in either an 
agency or suborganization acquisition regulation. (See 1.301(c).)
    (ii) Supplemental provisions or clauses published in agency 
acquisition regulations shall be in full text and the prescription for 
the use of each shall be included. Supplemental provisions or clauses 
published in agency acquisition regulations shall be numbered in the 
same manner in which FAR provisions and clauses are numbered except 
that--
    (A) If it is included in an agency acquisition regulation that is 
published

[[Page 14]]

in the Federal Register and is codified in Title 48, Code of Federal 
Regulations (48 CFR), the number shall be preceded by the chapter number 
within 48 CFR assigned by the CFR staff; and
    (B) The sequential number shall be ``70'' or a higher number (see 
1.303).
    (iii) The sequential number at the end of the number of a provision 
or clause that supplements the FAR, like its counterpart at the end of 
any FAR provision or clause number, indicates the subsection location of 
the provision or clause in subpart 52.2 of the agency acquisition 
regulation that contains its full text. If, for example, an agency 
acquisition regulation contains only one provision followed by only one 
clause supplementing the FAR in its section 52.236 (Construction and 
Architect-Engineer Contracts), then the sequential numbers would be 
``70'' for the provision and ``71'' for the clause.
    (c) Prescriptions. Each provision or clause in subpart 52.2 is 
prescribed at that place in the FAR text where the subject matter of the 
provision or clause receives its primary treatment. The prescription 
includes all conditions, requirements, and instructions for using the 
provision or clause and its alternates, if any. The provision or clause 
may be referred to in other FAR locations.
    (d) Introductory text. Within subpart 52.2, the introductory text of 
each provision or clause includes a cross-reference to the location in 
the FAR subject text that prescribes its use.
    (e) Matrix. (1) The matrix in subpart 52.3 contains a column for 
each principal type and/or purpose of contract (e.g., fixed-price 
supply, cost reimbursement research and development). The matrix lists 
the--
    (i) Required solicitation provisions;
    (ii) Required-when-applicable solicitation provisions;
    (iii) Optional solicitation provisions;
    (iv) Required contract clauses;
    (v) Required-when-applicable contract clauses; and
    (vi) Optional contract clauses.
    (2) For each provision or clause listed, the matrix provides 
information on--
    (i) Whether incorporation by reference is or is not authorized (see 
52.102);
    (ii) The section of the Uniform Contract Format (UCF) in which it is 
to be located, if it is used in an acquisition that is subject to the 
UCF;
    (iii) Its number;
    (iv) The citation of the FAR text that prescribes its use; and
    (v) Its title.
    (3) Since the matrix does not provide sufficient information to 
determine the applicability of a provision or clause in the ``required-
when-applicable'' and ``optional'' categories, contracting officers 
shall refer to the FAR text (cited in the matrix) that prescribes its 
use.
    (4) The FAR matrix may be reproduced at agency levels, and at 
subordinate levels, for the purpose of supplementing it with agency-
developed provisions and clauses. The resulting consolidated matrices 
may be included in agency acquisition regulations.
    (f) Dates. Since they are subject to revision from time to time, all 
provisions, clauses, and alternates are dated; e.g., (DEC 1983). To 
avoid questions concerning which version of any provision, clause, or 
alternate is operative in any given solicitation or contract, its date 
shall be included whether it is incorporated by reference or in full 
text.

[48 FR 42478, Sept. 19, 1983; 48 FR 43273, Sept. 22, 1983, as amended at 
55 FR 3887, Feb. 5, 1990; 62 FR 40237, July 25, 1997; 62 FR 64927, Dec. 
9, 1997; 65 FR 36016, June 6, 2000; 66 FR 2134, Jan. 10, 2001]



Sec. 52.102  Incorporating provisions and clauses.

    (a) Provisions and clauses should be incorporated by reference to 
the maximum practical extent, rather than being incorporated in full 
text, even if they--
    (1) Are used with one or more alternates or on an optional basis;
    (2) Are prescribed on a ``substantially as follows'' or 
``substantially the same as'' basis, provided they are used verbatim;
    (3) Require modification or the insertion by the Government of fill-
in material (see 52.104); or

[[Page 15]]

    (4) Require completion by the offeror or prospective contractor. 
This instruction also applies to provisions completed as annual 
representations and certifications.
    (b) Except for provisions and clauses prescribed in 52.107, any 
provision or clause that can be accessed electronically by the offeror 
or prospective contractor may be incorporated by reference in 
solicitations and/or contracts. However, the contracting officer, upon 
request, shall provide the full text of any provision or clause 
incorporated by reference.
    (c) Agency approved provisions and clauses prescribed in agency 
acquisition regulations, and provisions and clauses not authorized by 
subpart 52.3 to be incorporated by reference, need not be incorporated 
in full text, provided the contracting officer includes in the 
solicitation and contract a statement that--
    (1) Identifies all provisions and clauses that require completion by 
the offeror or prospective contractor;
    (2) Specifies that the provisions and clauses must be completed by 
the offeror or prospective contractor and must be submitted with the 
quotation or offer; and
    (3) Identifies to the offeror or prospective contractor at least one 
electronic address where the full text may be accessed.
    (d) An agency may develop a group listing of provisions and clauses 
that apply to a specific category of contracts. An agency group listing 
may be incorporated by reference in solicitations and/or contracts in 
lieu of citing the provisions and clauses individually, provided the 
group listing is made available electronically to offerors and 
prospective contractors.
    (e) A provision or clause that is not available electronically to 
offerors and prospective contractors shall be incorporated in 
solicitations and/or contracts in full text if it is--
    (1) A FAR provision or clause that otherwise is not authorized to be 
incorporated by reference (see subpart 52.3); or
    (2) A provision or clause prescribed for use in an agency 
acquisition regulation.
    (f) Provisions or clauses may not be incorporated by reference by 
being listed in the--
    (1) Provision at 52.252-3, Alterations in Solicitations; or
    (2) Clause at 52.252-4, Alterations in Contract.

[62 FR 64927, Dec. 9, 1997]



Sec. 52.103  Identification of provisions and clauses.

    (a) Whenever any FAR provision or clause is used without deviation 
in a solicitation or contract, whether it is incorporated by reference 
or in full text, it shall be identified by number, title, and date. This 
identification shall also be used if the FAR provision or clause is used 
with an authorized deviation, except that the contracting officer shall 
then insert ``(DEVIATION)'' after the date. Solicited firms and 
contractors will be advised of the meaning of this insertion through the 
use of the (1) provision at 52.252-5, Authorized Deviations in 
Provisions, or (2) clause at 52.252-6, Authorized Deviations in Clauses. 
The above mentioned provision and clause are prescribed in 52.107 (e) 
and (f).
    (b) Any provision or clause that supplements the FAR whether it is 
incorporated by reference or in full text shall be clearly identified by 
number, title, date, and name of the regulation. When a supplemental 
provision or clause is used with an authorized deviation, insert 
``(DEVIATION)'' after the name of the regulation.
    (c) A provision or clause of the type described in 
52.101(b)(2)(i)(C) shall be identified by the title, date, and the name 
of the agency or suborganization within the agency that developed it.
    (d) Except for provisions or clauses covered by 52.103(c), the 
following hypothetical examples illustrate how a provision or clause 
that supplements the FAR shall be identified when it is incorporated in 
solicitations and/or contracts by reference or in full text:
    (1) If part 14 (Sealed Bidding) of the X Agency Acquisition 
Regulation, published in the Federal Register and codified as Chapter 99 
in 48 CFR, prescribes the use of a provision entitled ``Bid Envelopes,'' 
dated October 1983, and that provision is sequentially the first 
provision or clause appearing in

[[Page 16]]

Section 52.214 of the X Agency Acquisition Regulation, then the 
identification of that provision shall be ``9952.214-70--Bid Envelopes 
(OCT 1983).''
    (2) Assume that Y, a major organizational element of the X Agency, 
is authorized to issue the Y Acquisition Regulation, which is not 
published in the Federal Register and codified in 48 CFR. If part 36 
(Construction and Architect-Engineer Contracts) of the Y Acquisition 
Regulation prescribes the use of a clause entitled ``Refrigerated 
Display Cases,'' dated March 1983, pertaining to a specialized type of 
construction work, and that clause is sequentially the second provision 
or clause appearing in Section 52.236 of the Y Acquisition Regulation, 
then the identification of that clause shall be ``52.236-71--
Refrigerated Display Cases (MAR 1983)--Y Acquisition Regulation.''

[48 FR 42478, Sept. 19, 1983, as amended at 52 FR 9039, Mar. 20, 1987]



Sec. 52.104  Procedures for modifying and completing provisions and 

clauses.

    (a) The contracting officer must not modify provisions and clauses 
unless the FAR authorizes their modification. For example--
    (1) ``The contracting officer may use a period shorter than 60 days 
(but not less than 30 days) in paragraph (x) of the clause''; or
    (2) ``The contracting officer may substitute the words `task order' 
for the word `Schedule' wherever that word appears in the clause.''
    (b) When modifying provisions or clauses incorporated by reference, 
insert the changed wording directly below the title of the provision or 
clause identifying to the lowest level necessary (e.g., paragraph, 
sentence, word), to clearly indicate what is being modified.
    (c) When modifying provisions or clauses incorporated in full text, 
modify the language directly by substituting the changed wording as 
permitted.
    (d) When completing blanks in provisions or clauses incorporated by 
reference, insert the fill-in information directly below the title of 
the provision or clause identifying to the lowest level necessary to 
clearly indicate the blanks being filled in.
    (e) When completing blanks in provisions or clauses incorporated in 
full text, insert the fill-in information in the blanks of the provision 
or clause.

[48 FR 42478, Sept. 19, 1983, as amended at 65 FR 36016, June 6, 2000]



Sec. 52.105  Procedures for using alternates.

    (a) The FAR accommodates a major variation in a provision or clause 
by use of an alternate. The FAR prescribes alternates to a given 
provision or clause in the FAR subject text where the provision or 
clause is prescribed. The alternates to each provision or clause are 
titled ``Alternate I,'' ``Alternate II,'' ``Alternate III,'' etc.
    (b) When an alternate is used, its date shall be cited along with 
the date of the basic provision or clause; e.g., 52.209-3 FIRST ARTICLE 
APPROVAL--CONTRACTOR TESTING (OCT 1983)--ALTERNATE I (DEC 1983).
    (c) Under certain circumstances, a provision or clause may be used 
with two or more alternates. In these circumstances, each of the 
applicable alternates shall be cited, whether incorporated by reference 
or in full text; e.g., 52.209-3 FIRST ARTICLE APPROVAL--CONTRACTOR 
TESTING (OCT 1983)--ALTERNATE I (DEC 1983) AND ALTERNATE II (FEB 1984). 
However, under no circumstances may an alternate to a specific provision 
or clause be applied to any other provision or clause.

[48 FR 42478, Sept. 19, 1983, as amended at 65 FR 36016, June 6, 2000]



Sec. 52.106  [Reserved]



Sec. 52.107  Provisions and clauses prescribed in subpart 52.1.

    (a) The contracting officer shall insert the provision at 52.252-1, 
Solicitation Provisions Incorporated by Reference, in solicitations in 
order to incorporate provisions by reference.
    (b) The contracting officer shall insert the clause at 52.252-2, 
Clauses Incorporated by Reference, in solicitations and contracts in 
order to incorporate clauses by reference.

[[Page 17]]

    (c) The contracting officer shall insert the provision at 52.252-3, 
Alterations in Solicitation, in solicitations in order to revise or 
supplement, as necessary, other parts of the solicitation that apply to 
the solicitation phase only, except for any provision authorized for use 
with a deviation.
    (d) The contracting officer shall insert the clause at 52.252-4, 
Alterations in Contract, in solicitations and contracts in order to 
revise or supplement, as necessary, other parts of the contract, or 
parts of the solicitations that apply to the contract phase, except for 
any clause authorized for use with a deviation.
    (e) The contracting officer shall insert the provision at 52.252-5, 
Authorized Deviations in Provisions, in solicitations that include any 
FAR or supplemental provision with an authorized deviation. Whenever any 
FAR or supplemental provision is used with an authorized deviation, the 
contracting officer shall identify it by the same number, title, and 
date assigned to the provision when it is used without deviation, 
include regulation name for any supplemental provision, except that the 
contracting officer shall insert ``(DEVIATION)'' after the date of the 
provision.
    (f) The contracting officer shall insert the clause at 52.252-6, 
Authorized Deviations in Clauses, in solicitations and contracts that 
include any FAR or supplemental clause with an authorized deviation. 
Whenever any FAR or supplemental clause is used with an authorized 
deviation, the contracting officer shall identify it by the same number, 
title, and date assigned to the clause when it is used without 
deviation, include regulation name for any supplemental clause, except 
that the contracting officer shall insert ``(DEVIATION)'' after the date 
of the clause.

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 48990, Nov. 28, 1989]

               Subpart 52.2_Text of Provisions and Clauses



Sec. 52.200  Scope of subpart.

    This subpart sets forth the text of all FAR provisions and clauses 
(see 52.101(b)(1)) and gives a cross-reference to the location in the 
FAR that prescribes the provision or clause.

[65 FR 36016, June 6, 2000]



Sec. 52.202-1  Definitions.

    As prescribed in 2.201, insert the following clause:

                         Definitions (JUL 2004)

    (a) When a solicitation provision or contract clause uses a word or 
term that is defined in the Federal Acquisition Regulation (FAR), the 
word or term has the same meaning as the definition in FAR 2.101 in 
effect at the time the solicitation was issued, unless--
    (1) The solicitation, or amended solicitation, provides a different 
definition;
    (2) The contracting parties agree to a different definition;
    (3) The part, subpart, or section of the FAR where the provision or 
clause is prescribed provides a different meaning; or
    (4) The word or term is defined in FAR Part 31, for use in the cost 
principles and procedures.
    (b) The FAR Index is a guide to words and terms the FAR defines and 
shows where each definition is located. The FAR Index is available via 
the Internet at http://www.acqnet.gov at the end of the FAR, after the 
FAR Appendix.

                             (End of clause)

[69 FR 34228, June 18, 2004]



Sec. 52.203-1  [Reserved]



Sec. 52.203-2  Certificate of Independent Price Determination.

    As prescribed in 3.103-1, insert the following provision. If the 
solicitation is a Request for Quotations, the terms Quotation and Quoter 
may be substituted for Offer and Offeror.

        Certificate of Independent Price Determination (APR 1985)

    (a) The offeror certifies that--
    (1) The prices in this offer have been arrived at independently, 
without, for the purpose of restricting competition, any consultation, 
communication, or agreement with any other offeror or competitor 
relating to (i) those prices, (ii) the intention to submit an offer, or 
(iii) the methods or factors used to calculate the prices offered;
    (2) The prices in this offer have not been and will not be knowingly 
disclosed by the offeror, directly or indirectly, to any other offeror 
or competitor before bid opening (in

[[Page 18]]

the case of a sealed bid solicitation) or contract award (in the case of 
a negotiated solicitation) unless otherwise required by law; and
    (3) No attempt has been made or will be made by the offeror to 
induce any other concern to submit or not to submit an offer for the 
purpose of restricting competition.
    (b) Each signature on the offer is considered to be a certification 
by the signatory that the signatory--
    (1) Is the person in the offeror's organization responsible for 
determining the prices being offered in this bid or proposal, and that 
the signatory has not participated and will not participate in any 
action contrary to subparagraphs (a)(1) through (a)(3) above; or
    (2)(i) Has been authorized, in writing, to act as agent for the 
following principals in certifying that those principals have not 
participated, and will not participate in any action contrary to 
subparagraphs (a)(1)
through (a)(3) above____________________________________________________
________________________________________________________________________
[insert full name of person(s) in the offeror's organization responsible 
for determining the prices offered in this bid or proposal, and the 
title of his or her position in the offeror's organization];
    (ii) As an authorized agent, does certify that the principals named 
in subdivision (b)(2)(i) above have not participated, and will not 
participate, in any action contrary to subparagraphs (a)(1) through 
(a)(3) above; and
    (iii) As an agent, has not personally participated, and will not 
participate, in any action contrary to subparagraphs (a)(1) through 
(a)(3) above.
    (c) If the offeror deletes or modifies subparagraph (a)(2) above, 
the offeror must furnish with its offer a signed statement setting forth 
in detail the circumstances of the disclosure.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1746, Jan. 11, 1985; 
50 FR 52429, Dec. 23, 1985]



Sec. 52.203-3  Gratuities.

    As prescribed in 3.202, insert the following clause:

                          Gratuities (APR 1984)

    (a) The right of the Contractor to proceed may be terminated by 
written notice if, after notice and hearing, the agency head or a 
designee determines that the Contractor, its agent, or another 
representative--
    (1) Offered or gave a gratuity (e.g., an entertainment or gift) to 
an officer, official, or employee of the Government; and
    (2) Intended, by the gratuity, to obtain a contract or favorable 
treatment under a contract.
    (b) The facts supporting this determination may be reviewed by any 
court having lawful jurisdiction.
    (c) If this contract is terminated under paragraph (a) above, the 
Government is entitled--
    (1) To pursue the same remedies as in a breach of the contract; and
    (2) In addition to any other damages provided by law, to exemplary 
damages of not less than 3 nor more than 10 times the cost incurred by 
the Contractor in giving gratuities to the person concerned, as 
determined by the agency head or a designee. (This subparagraph (c)(2) 
is applicable only if this contract uses money appropriated to the 
Department of Defense.)
    (d) The rights and remedies of the Government provided in this 
clause shall not be exclusive and are in addition to any other rights 
and remedies provided by law or under this contract.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 39200, July 26, 1996]



Sec. 52.203-4  [Reserved]



Sec. 52.203-5  Covenant Against Contingent Fees.

    As prescribed in 3.404, insert the following clause:

               Covenant Against Contingent Fees (APR 1984)

    (a) The Contractor warrants that no person or agency has been 
employed or retained to solicit or obtain this contract upon an 
agreement or understanding for a contingent fee, except a bona fide 
employee or agency. For breach or violation of this warranty, the 
Government shall have the right to annul this contract without liability 
or, in its discretion, to deduct from the contract price or 
consideration, or otherwise recover, the full amount of the contingent 
fee.
    (b) Bona fide agency, as used in this clause, means an established 
commercial or selling agency, maintained by a contractor for the purpose 
of securing business, that neither exerts nor proposes to exert improper 
influence to solicit or obtain Government contracts nor holds itself out 
as being able to obtain any Government contract or contracts through 
improper influence.
    Bona fide employee, as used in this clause, means a person, employed 
by a contractor and subject to the contractor's supervision and control 
as to time, place, and manner of performance, who neither exerts nor 
proposes to exert improper influence to solicit or obtain Government 
contracts nor holds out as being able to obtain any Government

[[Page 19]]

contract or contracts through improper influence.
    Contingent fee, as used in this clause, means any commission, 
percentage, brokerage, or other fee that is contingent upon the success 
that a person or concern has in securing a Government contract.
    Improper influence, as used in this clause, means any influence that 
induces or tends to induce a Government employee or officer to give 
consideration or to act regarding a Government contract on any basis 
other than the merits of the matter.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 56 FR 41730, Aug. 22, 1991; 
61 FR 39189, July 26, 1996]



Sec. 52.203-6  Restrictions on Subcontractor Sales to the Government.

    As prescribed in 3.503-2, insert the following clause:

    Restrictions on Subcontractor Sales to the Government (SEP 2006)

    (a) Except as provided in (b) below, the Contractor shall not enter 
into any agreement with an actual or prospective subcontractor, nor 
otherwise act in any manner, which has or may have the effect of 
restricting sales by such subcontractors directly to the Government of 
any item or process (including computer software) made or furnished by 
the subcontractor under this contract or under any follow-on production 
contract.
    (b) The prohibition in (a) above does not preclude the Contractor 
from asserting rights that are otherwise authorized by law or 
regulation.
    (c) The Contractor agrees to incorporate the substance of this 
clause, including this paragraph (c), in all subcontracts under this 
contract which exceed the simplified acquisition threshold.

                             (End of clause)

    Alternate I (OCT 1995). As prescribed in 3.503-2, substitute the 
following paragraph in place of paragraph (b) of the basic clause:

    (b) The prohibition in paragraph (a) of this clause does not 
preclude the Contractor from asserting rights that are otherwise 
authorized by law or regulation. For acquisitions of commercial items, 
the prohibition in paragraph (a) applies only to the extent that any 
agreement restricting sales by subcontractors results in the Federal 
Government being treated differently from any other prospective 
purchaser for the sale of the commercial item(s).

[50 FR 35479, Aug. 30, 1985, as amended at 60 FR 34761, July 3, 1995; 60 
FR 48251, Sept. 18, 1995; 61 FR 39198, July 26, 1996; 71 FR 57369, Sept. 
28, 2006]



Sec. 52.203-7  Anti-Kickback Procedures.

    As prescribed in 3.502-3, insert the following clause:

                   Anti-Kickback Procedures (OCT 2010)

    (a) Definitions.
    Kickback, as used in this clause, means any money, fee, commission, 
credit, gift, gratuity, thing of value, or compensation of any kind 
which is provided, directly or indirectly, to any prime Contractor, 
prime Contractor employee, subcontractor, or subcontractor employee for 
the purpose of improperly obtaining or rewarding favorable treatment in 
connection with a prime contract or in connection with a subcontract 
relating to a prime contract.
    Person, as used in this clause, means a corporation, partnership, 
business association of any kind, trust, joint-stock company, or 
individual.
    Prime contract, as used in this clause, means a contract or 
contractual action entered into by the United States for the purpose of 
obtaining supplies, materials, equipment, or services of any kind.
    Prime Contractor, as used in this clause, means a person who has 
entered into a prime contract with the United States.
    Prime Contractor employee, as used in this clause, means any 
officer, partner, employee, or agent of a prime Contractor.
    Subcontract, as used in this clause, means a contract or contractual 
action entered into by a prime Contractor or subcontractor for the 
purpose of obtaining supplies, materials, equipment, or services of any 
kind under a prime contract.
    Subcontractor, as used in this clause, (1) means any person, other 
than the prime Contractor, who offers to furnish or furnishes any 
supplies, materials, equipment, or services of any kind under a prime 
contract or a subcontract entered into in connection with such prime 
contract, and (2) includes any person who offers to furnish or furnishes 
general supplies to the prime Contractor or a higher tier subcontractor.
    Subcontractor employee, as used in this clause, means any officer, 
partner, employee, or agent of a subcontractor.
    (b) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), 
prohibits any person from--
    (1) Providing or attempting to provide or offering to provide any 
kickback;
    (2) Soliciting, accepting, or attempting to accept any kickback; or

[[Page 20]]

    (3) Including, directly or indirectly, the amount of any kickback in 
the contract price charged by a prime Contractor to the United States or 
in the contract price charged by a subcontractor to a prime Contractor 
or higher tier subcontractor.
    (c)(1) The Contractor shall have in place and follow reasonable 
procedures designed to prevent and detect possible violations described 
in paragraph (b) of this clause in its own operations and direct 
business relationships.
    (2) When the Contractor has reasonable grounds to believe that a 
violation described in paragraph (b) of this clause may have occurred, 
the Contractor shall promptly report in writing the possible violation. 
Such reports shall be made to the inspector general of the contracting 
agency, the head of the contracting agency if the agency does not have 
an inspector general, or the Department of Justice.
    (3) The Contractor shall cooperate fully with any Federal agency 
investigating a possible violation described in paragraph (b) of this 
clause.
    (4) The Contracting Officer may (i) offset the amount of the 
kickback against any monies owed by the United States under the prime 
contract and/or (ii) direct that the Prime Contractor withhold, from 
sums owed a subcontractor under the prime contract, the amount of any 
kickback. The Contracting Officer may order the monies withheld under 
subdivision (c)(4)(ii) of this clause be paid over to the Government 
unless the Government has already offset those monies under subdivision 
(c)(4)(i) of this clause. In either case, the Prime Contractor shall 
notify the Contracting Officer when the monies are withheld.
    (5) The Contractor agrees to incorporate the substance of this 
clause, including this subparagraph (c)(5) but excepting subparagraph 
(c)(1), in all subcontracts under under this contract which exceed 
$150,000.

[52 FR 6122, Feb. 27, 1987, as amended at 53 FR 34228, Sept. 2, 1988; 53 
FR 36028, Sept. 16, 1988; 60 FR 34761, July 3, 1995; 75 FR 53134, Aug. 
30, 2010]



Sec. 52.203-8  Cancellation, Rescission, and Recovery of Funds for 

Illegal or Improper Activity.

    As prescribed in 3.104-9(a), insert the following clause:

Cancellation, Rescission, and Recovery of Funds for Illegal or Improper 
                           Activity (JAN 1997)

    (a) If the Government receives information that a contractor or a 
person has engaged in conduct constituting a violation of subsection 
(a), (b), (c), or (d) of Section 27 of the Office of Federal Procurement 
Policy Act (41 U.S.C. 423) (the Act), as amended by section 4304 of the 
National Defense Authorization Act for Fiscal Year 1996 (Pub. L. 104-
106), the Government may--
    (1) Cancel the solicitation, if the contract has not yet been 
awarded or issued; or
    (2) Rescind the contract with respect to which--
    (i) The Contractor or someone acting for the Contractor has been 
convicted for an offense where the conduct constitutes a violation of 
subsection 27 (a) or (b) of the Act for the purpose of either--
    (A) Exchanging the information covered by such subsections for 
anything of value; or
    (B) Obtaining or giving anyone a competitive advantage in the award 
of a Federal agency procurement contract; or
    (ii) The head of the contracting activity has determined, based upon 
a preponderance of the evidence, that the Contractor or someone acting 
for the Contractor has engaged in conduct constituting an offense 
punishable under subsection 27(e)(1) of the Act.
    (b) If the Government rescinds the contract under paragraph (a) of 
this clause, the Government is entitled to recover, in addition to any 
penalty prescribed by law, the amount expended under the contract.
    (c) The rights and remedies of the Government specified herein are 
not exclusive, and are in addition to any other rights and remedies 
provided by law, regulation, or under this contract.

                             (End of clause)

[62 FR 233, Jan. 2, 1997; 62 FR 10710, Mar. 10, 1997, as amended at 67 
FR 13063, Mar. 20, 2002]



Sec. 52.203-9  [Reserved]



Sec. 52.203-10  Price or Fee Adjustment for Illegal or Improper 

Activity.

    As prescribed in 3.104-9(b) insert the following clause:

   Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997)

    (a) The Government, at its election, may reduce the price of a 
fixed-price type contract and the total cost and fee under a cost-type 
contract by the amount of profit or fee determined as set forth in 
paragraph (b) of this clause if the head of the contracting activity or 
designee determines that there was a violation of subsection 27 (a), 
(b), or (c) of the Office of Federal Procurement Policy Act, as amended 
(41 U.S.C. 423), as implemented in section 3.104 of the Federal 
Acquisition Regulation.
    (b) The price or fee reduction referred to in paragraph (a) of this 
clause shall be--
    (1) For cost-plus-fixed-fee contracts, the amount of the fee 
specified in the contract at the time of award;

[[Page 21]]

    (2) For cost-plus-incentive-fee conrtracts, the target fee specified 
in the contract at the time of award, notwithstanding any minimum fee or 
``fee floor'' specified in the contract.
    (3) For cost-plus-award-fee contracts--
    (i) The base fee established in the contract at the time of contract 
award;
    (ii) If no base fee is specified in the contract, 30 percent of the 
amount of each award fee otherwise payable to the Contractor for each 
award fee evaluation period or at each award fee determination point.
    (4) For fixed-price-incentive contracts, the Government may--
    (i) Reduce the contract target price and contract target profit both 
by an amount equal to the initial target profit specified in the 
contract at the time of contract award; or
    (ii) If an immediate adjustment to the contract target price and 
contract target profit would have a significant adverse impact on the 
incentive price revision relationship under the contract, or adversely 
affect the contract financing provisions, the Contracting Officer may 
defer such adjustment until establishment of the total final price of 
the contract. The total final price established in accordance with the 
incentive price revision provisions of the contract shall be reduced by 
an amount equal to the initial target profit specified in the contract 
at the time of contract award and such reduced price shall be the total 
final contract price.
    (5) For firm-fixed-price contracts, by 10 percent of the initial 
contract price or a profit amount determined by the Contracting Officer 
from records or documents in existence prior to the date of the contract 
award.
    (c) The Government may, at its election, reduce a prime contractor's 
price or fee in accordance with the procedures of paragraph (b) of this 
clause for violations of the Act by its subcontractors by an amount not 
to exceed the amount of profit or fee reflected in the subcontract at 
the time the subcontract was first definitively priced.
    (d) In addition to the remedies in paragraphs (a) and (c) of this 
clause, the Government may terminate this contract for default. The 
rights and remedies of the Government specified herein are not 
exclusive, and are in addition to any other rights and remedies provided 
by law or under this contract.

                             (End of clause)

[55 FR 36797, Sept. 6, 1990, as amended at 62 FR 233, Jan. 2, 1997]



Sec. 52.203-11  Certification and Disclosure Regarding Payments to 

          Influence Certain Federal Transactions.

    As prescribed in 3.808(a), insert the following provision:

  Certification and Disclosure Regarding Payments To Influence Certain 
                     Federal Transactions (SEP 2007)

    (a) Definitions. As used in this provision--``Lobbying contact'' has 
the meaning provided at 2 U.S.C. 1602(8). The terms ``agency,'' 
``influencing or attempting to influence,'' ``officer or employee of an 
agency,'' ``person,'' ``reasonable compensation,'' and ``regularly 
employed'' are defined in the FAR clause of this solicitation entitled 
``Limitation on Payments to Influence Certain Federal Transactions'' 
(52.203-12).
    (b) Prohibition. The prohibition and exceptions contained in the FAR 
clause of this solicitation entitled ``Limitation on Payments to 
Influence Certain Federal Transactions'' (52.203-12) are hereby 
incorporated by reference in this provision.
    (c) Certification. The offeror, by signing its offer, hereby 
certifies to the best of its knowledge and belief that no Federal 
appropriated funds have been paid or will be paid to any person for 
influencing or attempting to influence an officer or employee of any 
agency, a Member of Congress, an officer or employee of Congress, or an 
employee of a Member of Congress on its behalf in connection with the 
awarding of this contract.
    (d) Disclosure. If any registrants under the Lobbying Disclosure Act 
of 1995 have made a lobbying contact on behalf of the offeror with 
respect to this contract, the offeror shall complete and submit, with 
its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to 
provide the name of the registrants. The offeror need not report 
regularly employed officers or employees of the offeror to whom payments 
of reasonable compensation were made.
    (e) Penalty. Submission of this certification and disclosure is a 
prerequisite for making or entering into this contract imposed by 31 
U.S.C. 1352. Any person who makes an expenditure prohibited under this 
provision or who fails to file or amend the disclosure required to be 
filed or amended by this provision, shall be subject to a civil penalty 
of not less than $10,000, and not more than $100,000, for each such 
failure.

                           (End of provision)

[72 FR 46330, Aug. 17, 2007]

[[Page 22]]



Sec. 52.203-12  Limitation on Payments to Influence Certain Federal 

          Transactions.

    As prescribed in 3.808(b), insert the following clause:

 Limitation on Payments To influence Certain Federal Transactions (OCT 
                                  2010)

    (a) Definitions. As used in this clause--
    Agency means executive agency as defined in Federal Acquisition 
Regulation (FAR) 2.101.
    Covered Federal action means any of the following actions:
    (1) Awarding any Federal contract.
    (2) Making any Federal grant.
    (3) Making any Federal loan.
    (4) Entering into any cooperative agreement.
    (5) Extending, continuing, renewing, amending, or modifying any 
Federal contract, grant, loan, or cooperative agreement.
    Indian tribe and tribal organization have the meaning provided in 
section 4 of the Indian Self-Determination and Education Assistance Act 
(25 U.S.C. 450b) and include Alaskan Natives.
    Influencing or attempting to influence means making, with the intent 
to influence, any communication to or appearance before an officer or 
employee of any agency, a Member of Congress, an officer or employee of 
Congress, or an employee of a Member of Congress in connection with any 
covered Federal action.
    Local government means a unit of government in a State and, if 
chartered, established, or otherwise recognized by a State for the 
performance of a governmental duty, including a local public authority, 
a special district, an intrastate district, a council of governments, a 
sponsor group representative organization, and any other instrumentality 
of a local government.
    Officer or employee of an agency includes the following individuals 
who are employed by an agency:
    (1) An individual who is appointed to a position in the Government 
under Title 5, United States Code, including a position under a 
temporary appointment.
    (2) A member of the uniformed services, as defined in subsection 
101(3), Title 37, United States Code.
    (3) A special Government employee, as defined in section 202, Title 
18, United States Code.
    (4) An individual who is a member of a Federal advisory committee, 
as defined by the Federal Advisory Committee Act, Title 5, United States 
Code, appendix 2.
    Person means an individual, corporation, company, association, 
authority, firm, partnership, society, State, and local government, 
regardless of whether such entity is operated for profit, or not for 
profit. This term excludes an Indian tribe, tribal organization, or any 
other Indian organization eligible to receive Federal contracts, grants, 
cooperative agreements, or loans from an agency, but only with respect 
to expenditures by such tribe or organization that are made for purposes 
specified in paragraph (b) of this clause and are permitted by other 
Federal law.
    Reasonable compensation means, with respect to a regularly employed 
officer or employee of any person, compensation that is consistent with 
the normal compensation for such officer or employee for work that is 
not furnished to, not funded by, or not furnished in cooperation with 
the Federal Government.
    Reasonable payment means, with respect to professional and other 
technical services, a payment in an amount that is consistent with the 
amount normally paid for such services in the private sector.
    Recipient includes the Contractor and all subcontractors. This term 
excludes an Indian tribe, tribal organization, or any other Indian 
organization eligible to receive Federal contracts, grants, cooperative 
agreements, or loans from an agency, but only with respect to 
expenditures by such tribe or organization that are made for purposes 
specified in paragraph (b) of this clause and are permitted by other 
Federal law.
    Regularly employed means, with respect to an officer or employee of 
a person requesting or receiving a Federal contract, an officer or 
employee who is employed by such person for at least 130 working days 
within 1 year immediately preceding the date of the submission that 
initiates agency consideration of such person for receipt of such 
contract. An officer or employee who is employed by such person for less 
than 130 working days within 1 year immediately preceding the date of 
the submission that initiates agency consideration of such person shall 
be considered to be regularly employed as soon as he or she is employed 
by such person for 130 working days.
    State means a State of the United States, the District of Columbia, 
or an outlying area of the United States, an agency or instrumentality 
of a State, and multi-State, regional, or interstate entity having 
governmental duties and powers.
    (b) Prohibition. 31 U.S.C. 1352 prohibits a recipient of a Federal 
contract, grant, loan, or cooperative agreement from using appropriated 
funds to pay any person for influencing or attempting to influence an 
officer or employee of any agency, a Member of Congress, an officer or 
employee of Congress, or an employee of a Member of Congress in 
connection with any covered Federal actions. In accordance with 31 
U.S.C. 1352, the Contractor shall not use appropriated funds to pay any 
person for influencing or attempting to influence an officer or employee

[[Page 23]]

of any agency, a Member of Congress, an officer or employee of Congress, 
or an employee of a Member of Congress in connection with the award of 
this contractor the extension, continuation, renewal, amendment, or 
modification of this contract.
    (1) The term appropriated funds does not include profit or fee from 
a covered Federal action.
    (2) To the extent the Contractor can demonstrate that the Contractor 
has sufficient monies, other than Federal appropriated funds, the 
Government will assume that these other monies were spent for any 
influencing activities that would be unallowable if paid for with 
Federal appropriated funds.
    (c) Exceptions. The prohibition in paragraph (b) of this clause does 
not apply under the following conditions:
    (1) Agency and legislative liaison by Contractor employees. (i) 
Payment of reasonable compensation made to an officer or employee of the 
Contractor if the payment is for agency and legislative liaison 
activities not directly related to this contract. For purposes of this 
paragraph, providing any information specifically requested by an agency 
or Congress is permitted at any time.
    (ii) Participating with an agency in discussions that are not 
related to a specific solicitation for any covered Federal action, but 
that concern--
    (A) The qualities and characteristics (including individual 
demonstrations) of the person's products or services, conditions or 
terms of sale, and service capabilities; or
    (B) The application or adaptation of the person's products or 
services for an agency's use.
    (iii) Providing prior to formal solicitation of any covered Federal 
action any information not specifically requested but necessary for an 
agency to make an informed decision about initiation of a covered 
Federal action;
    (iv) Participating in technical discussions regarding the 
preparation of an unsolicited proposal prior to its official submission; 
and
    (v) Making capability presentations prior to formal solicitation of 
any covered Federal action by persons seeking awards from an agency 
pursuant to the provisions of the Small Business Act, as amended by 
Pub.L. 95-507, and subsequent amendments.
    (2) Professional and technical services. (i) A payment of reasonable 
compensation made to an officer or employee of a person requesting or 
receiving a covered Federal action or an extension, continuation, 
renewal, amendment, or modification of a covered Federal action, if 
payment is for professional or technical services rendered directly in 
the preparation, submission, or negotiation of any bid, proposal, or 
application for that Federal action or for meeting requirements imposed 
by or pursuant to law as a condition for receiving that Federal action.
    (ii) Any reasonable payment to a person, other than an officer or 
employee of a person requesting or receiving a covered Federal action or 
an extension, continuation, renewal, amendment, or modification of a 
covered Federal action if the payment is for professional or technical 
services rendered directly in the preparation, submission, or 
negotiation of any bid, proposal, or application for that Federal action 
or for meeting requirements imposed by or pursuant to law as a condition 
for receiving that Federal action. Persons other than officers or 
employees of a person requesting or receiving a covered Federal action 
include consultants and trade associations.
    (iii) As used in paragraph (c)(2) of this clause, ``professional and 
technical services'' are limited to advice and analysis directly 
applying any professional or technical discipline (for examples, see FAR 
3.803(a)(2)(iii)).
    (iv) Requirements imposed by or pursuant to law as a condition for 
receiving a covered Federal award include those required by law or 
regulation and any other requirements in the actual award documents.
    (3) Only those communications and services expressly authorized by 
paragraphs (c)(1) and (2) of this clause are permitted.
    (d) Disclosure. (1) If the Contractor did not submit OMB Standard 
Form LLL, Disclosure of Lobbying Activities, with its offer, but 
registrants under the Lobbying Disclosure Act of 1995 have subsequently 
made a lobbying contact on behalf of the Contractor with respect to this 
contract, the Contractor shall complete and submit OMB Standard Form LLL 
to provide the name of the lobbying registrants, including the 
individuals performing the services.
    (2) If the Contractor did submit OMB Standard Form LLL disclosure 
pursuant to paragraph (d) of the provision at FAR 52.203-11, 
Certification and Disclosure Regarding Payments to Influence Certain 
Federal Transactions, and a change occurs that affects Block 10 of the 
OMB Standard Form LLL (name and address of lobbying registrant or 
individuals performing services), the Contractor shall, at the end of 
the calendar quarter in which the change occurs, submit to the 
Contracting Officer within 30 days an updated disclosure using OMB 
Standard Form LLL.
    (e) Penalties. (1) Any person who makes an expenditure prohibited 
under paragraph (b) of this clause or who fails to file or amend the 
disclosure to be filed or amended by paragraph (d) of this clause shall 
be subject to civil penalties as provided for by 31 U.S.C.1352. An 
imposition of a civil penalty does not prevent the Government from 
seeking any other remedy that may be applicable.

[[Page 24]]

    (2) Contractors may rely without liability on the representation 
made by their subcontractors in the certification and disclosure form.
    (f) Cost allowability. Nothing in this clause makes allowable or 
reasonable any costs which would otherwise be unallowable or 
unreasonable. Conversely, costs made specifically unallowable by the 
requirements in this clause will not be made allowable under any other 
provision.
    (g) Subcontracts. (1) The Contractor shall obtain a declaration, 
including the certification and disclosure in paragraphs (c) and (d) of 
the provision at FAR 52.203-11, Certification and Disclosure Regarding 
Payments to Influence Certain Federal Transactions, from each person 
requesting or receiving a subcontract exceeding $150,000 under this 
contract. The Contractor or subcontractor that awards the subcontract 
shall retain the declaration.
    (2) A copy of each subcontractor disclosure form (but not 
certifications) shall be forwarded from tier to tier until received by 
the prime Contractor. The prime Contractor shall, at the end of the 
calendar quarter in which the disclosure form is submitted by the 
subcontractor, submit to the Contracting Officer within 30 days a copy 
of all disclosures. Each subcontractor certification shall be retained 
in the subcontract file of the awarding Contractor.
    (3) The Contractor shall include the substance of this clause, 
including this paragraph (g), in any subcontract exceeding $150,000.

                             (End of clause)

[72 FR 46331, Aug. 17, 2007, as amended at 75 FR 53134, Aug. 30, 2010]



Sec. 52.203-13  Contractor Code of Business Ethics and Conduct.

    As prescribed in 3.1004(a), insert the following clause:

        Contractor Code of Business Ethics and Conduct (APR 2010)

    (a) Definitions. As used in this clause--
    Agent means any individual, including a director, an officer, an 
employee, or an independent Contractor, authorized to act on behalf of 
the organization.
    Full cooperation--(1) Means disclosure to the Government of the 
information sufficient for law enforcement to identify the nature and 
extent of the offense and the individuals responsible for the conduct. 
It includes providing timely and complete response to Government 
auditors' and investigators' request for documents and access to 
employees with information;
    (2) Does not foreclose any Contractor rights arising in law, the 
FAR, or the terms of the contract. It does not require--
    (i) A Contractor to waive its attorney-client privilege or the 
protections afforded by the attorney work product doctrine; or
    (ii) Any officer, director, owner, or employee of the Contractor, 
including a sole proprietor, to waive his or her attorney client 
privilege or Fifth Amendment rights; and
    (3) Does not restrict a Contractor from--
    (i) Conducting an internal investigation; or
    (ii) Defending a proceeding or dispute arising under the contract or 
related to a potential or disclosed violation.
    Principal means an officer, director, owner, partner, or a person 
having primary management or supervisory responsibilities within a 
business entity (e.g., general manager; plant manager; head of a 
division or business segment; and similar positions).
    Subcontract means any contract entered into by a subcontractor to 
furnish supplies or services for performance of a prime contract or a 
subcontract.
    Subcontractor means any supplier, distributor, vendor, or firm that 
furnished supplies or services to or for a prime contractor or another 
subcontractor.
    United States means the 50 States, the District of Columbia, and 
outlying areas.
    (b) Code of business ethics and conduct. (1) Within 30 days after 
contract award, unless the Contracting Officer establishes a longer time 
period, the Contractor shall--
    (i) Have a written code of business ethics and conduct;
    (ii) Make a copy of the code available to each employee engaged in 
performance of the contract.
    (2) The Contractor shall--
    (i) Exercise due diligence to prevent and detect criminal conduct; 
and
    (ii) Otherwise promote an organizational culture that encourages 
ethical conduct and a commitment to compliance with the law.
    (3)(i) The Contractor shall timely disclose, in writing, to the 
agency Office of the Inspector General (OIG), with a copy to the 
Contracting Officer, whenever, in connection with the award, 
performance, or closeout of this contract or any subcontract thereunder, 
the Contractor has credible evidence that a principal, employee, agent, 
or subcontractor of the Contractor has committed--
    (A) A violation of Federal criminal law involving fraud, conflict of 
interest, bribery, or gratuity violations found in Title 18 of the 
United States Code; or
    (B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).
    (ii) The Government, to the extent permitted by law and regulation, 
will safeguard and treat information obtained pursuant to the 
Contractor's disclosure as confidential where the information has been 
marked

[[Page 25]]

``confidential'' or ``proprietary'' by the company. To the extent 
permitted by law and regulation, such information will not be released 
by the Government to the public pursuant to a Freedom of Information Act 
request, 5 U.S.C. Section 552, without prior notification to the 
Contractor. The Government may transfer documents provided by the 
Contractor to any department or agency within the Executive Branch if 
the information relates to matters within the organization's 
jurisdiction.
    (iii) If the violation relates to an order against a Governmentwide 
acquisition contract, a multi-agency contract, a multiple-award schedule 
contract such as the Federal Supply Schedule, or any other procurement 
instrument intended for use by multiple agencies, the Contractor shall 
notify the OIG of the ordering agency and the IG of the agency 
responsible for the basic contract.
    (c) Business ethics awareness and compliance program and internal 
control system. This paragraph (c) does not apply if the Contractor has 
represented itself as a small business concern pursuant to the award of 
this contract or if this contract is for the acquisition of a commercial 
item as defined at FAR 2.101. The Contractor shall establish the 
following within 90 days after contract award, unless the Contracting 
Officer establishes a longer time period:
    (1) An ongoing business ethics awareness and compliance program.
    (i) This program shall include reasonable steps to communicate 
periodically and in a practical manner the Contractor's standards and 
procedures and other aspects of the Contractor's business ethics 
awareness and compliance program and internal control system, by 
conducting effective training programs and otherwise disseminating 
information appropriate to an individual's respective roles and 
responsibilities.
    (ii) The training conducted under this program shall be provided to 
the Contractor's principals and employees, and as appropriate, the 
Contractor's agents and subcontractors.
    (2) An internal control system.
    (i) The Contractor's internal control system shall--
    (A) Establish standards and procedures to facilitate timely 
discovery of improper conduct in connection with Government contracts; 
and
    (B) Ensure corrective measures are promptly instituted and carried 
out.
    (ii) At a minimum, the Contractor's internal control system shall 
provide for the following:
    (A) Assignment of responsibility at a sufficiently high level and 
adequate resources to ensure effectiveness of the business ethics 
awareness and compliance program and internal control system.
    (B) Reasonable efforts not to include an individual as a principal, 
whom due diligence would have exposed as having engaged in conduct that 
is in conflict with the Contractor's code of business ethics and 
conduct.
    (C) Periodic reviews of company business practices, procedures, 
policies, and internal controls for compliance with the Contractor's 
code of business ethics and conduct and the special requirements of 
Government contracting, including--
    (1) Monitoring and auditing to detect criminal conduct;
    (2) Periodic evaluation of the effectiveness of the business ethics 
awareness and compliance program and internal control system, especially 
if criminal conduct has been detected; and
    (3) Periodic assessment of the risk of criminal conduct, with 
appropriate steps to design, implement, or modify the business ethics 
awareness and compliance program and the internal control system as 
necessary to reduce the risk of criminal conduct identified through this 
process.
    (D) An internal reporting mechanism, such as a hotline, which allows 
for anonymity or confidentiality, by which employees may report 
suspected instances of improper conduct, and instructions that encourage 
employees to make such reports.
    (E) Disciplinary action for improper conduct or for failing to take 
reasonable steps to prevent or detect improper conduct.
    (F) Timely disclosure, in writing, to the agency OIG, with a copy to 
the Contracting Officer, whenever, in connection with the award, 
performance, or closeout of any Government contract performed by the 
Contractor or a subcontractor thereunder, the Contractor has credible 
evidence that a principal, employee, agent, or subcontractor of the 
Contractor has committed a violation of Federal criminal law involving 
fraud, conflict of interest, bribery, or gratuity violations found in 
Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 
3729-3733).
    (1) If a violation relates to more than one Government contract, the 
Contractor may make the disclosure to the agency OIG and Contracting 
Officer responsible for the largest dollar value contract impacted by 
the violation.
    (2) If the violation relates to an order against a Governmentwide 
acquisition contract, a multi-agency contract, a multiple-award schedule 
contract such as the Federal Supply Schedule, or any other procurement 
instrument intended for use by multiple agencies, the contractor shall 
notify the OIG of the ordering agency and the IG of the agency 
responsible for the basic contract, and the respective agencies' 
contracting officers.

[[Page 26]]

    (3) The disclosure requirement for an individual contract continues 
until at least 3 years after final payment on the contract.
    (4) The Government will safeguard such disclosures in accordance 
with paragraph (b)(3)(ii) of this clause.
    (G) Full cooperation with any Government agencies responsible for 
audits, investigations, or corrective actions.
    (d) Subcontracts. (1) The Contractor shall include the substance of 
this clause, including this paragraph (d), in subcontracts that have a 
value in excess of $5,000,000 and a performance period of more than 120 
days.
    (2) In altering this clause to identify the appropriate parties, all 
disclosures of violation of the civil False Claims Act or of Federal 
criminal law shall be directed to the agency Office of the Inspector 
General, with a copy to the Contracting Officer.

                             (End of clause)

[72 FR 65882, Nov. 23, 2007, as amended at 73 FR 67091, Nov. 12, 2008; 
75 FR 14066, Mar. 23, 2010]



Sec. 52.203-14  Display of Hotline Poster(s).

    As prescribed in 3.1004(b), insert the following clause:

                 Display of Hotline Poster(s) (DEC 2007)

    (a) Definition.
    United States, as used in this clause, means the 50 States, the 
District of Columbia, and outlying areas.
    (b) Display of fraud hotline poster(s). Except as provided in 
paragraph (c)--
    (1) During contract performance in the United States, the Contractor 
shall prominently display in common work areas within business segments 
performing work under this contract and at contract work sites--
    (i) Any agency fraud hotline poster or Department of Homeland 
Security (DHS) fraud hotline poster identified in paragraph (b)(3) of 
this clause; and
    (ii) Any DHS fraud hotline poster subsequently identified by the 
Contracting Officer.
    (2) Additionally, if the Contractor maintains a company website as a 
method of providing information to employees, the Contractor shall 
display an electronic version of the poster(s) at the website.
    (3) Any required posters may be obtained as follows:
    Poster(s) Obtain from
    ------------------ ------------------
    ------------------ ------------------
    (Contracting Officer shall insert--(i) Appropriate agency name(s) 
and/or title of applicable Department of Homeland Security fraud hotline 
poster); and
    (ii) The website(s) or other contact information for obtaining the 
poster(s).)
    (c) If the Contractor has implemented a business ethics and conduct 
awareness program, including a reporting mechanism, such as a hotline 
poster, then the Contractor need not display any agency fraud hotline 
posters as required in paragraph (b) of this clause, other than any 
required DHS posters.
    (d) Subcontracts. The Contractor shall include the substance of this 
clause, including this paragraph (d), in all subcontracts that exceed 
$5,000,000, except when the subcontract--
    (1) Is for the acquisition of a commercial item; or
    (2) Is performed entirely outside the United States.

                             (End of clause)

[72 FR 65882, Nov. 23, 2007]



Sec. 52.203-15  Whistleblower Protections Under the American Recovery 

          and Reinvestment Act of 2009

    As prescribed in 3.907-7, use the following clause:

 Whistleblower Protections Under the American Recovery and Reinvestment 
                         Act of 2009 (JUN 2010)

    (a) The Contractor shall post notice of employees rights and 
remedies for whistleblower protections provided under section 1553 of 
the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) 
(Recovery Act).
    (b) The Contractor shall include the substance of this clause, 
including this paragraph (b), in all subcontracts that are funded in 
whole or in part with Recovery Act funds.

                             (End of clause)

[74 FR 14636, Mar. 31, 2009, as amended at 75 FR 34259, June 16, 2010]



Sec. 52.204-1  Approval of Contract.

    As prescribed in 4.103, insert the following clause:

                     Approval of Contract (DEC 1989)

    This contract is subject to the written approval of . . . . . 
[identify title of designated agency official here] and shall not be 
binding until so approved.

                             (End of clause)

[54 FR 5058, Jan. 31, 1989, as amended at 54 FR 48990, Nov. 28, 1989]



Sec. 52.204-2  Security Requirements.

    As prescribed in 4.404(a), insert the following clauses:

[[Page 27]]

                    Security Requirements (AUG 1996)

    (a) This clause applies to the extent that this contract involves 
access to information classified Confidential, Secret, or Top Secret.
    (b) The Contractor shall comply with (1) the Security Agreement (DD 
Form 441), including the National Industrial Security Program Operating 
Manual (DOD 5220.22-M), and (2) any revisions to that manual, notice of 
which has been furnished to the Contractor.
    (c) If, subsequent to the date of this contract, the security 
classification or security requirements under this contract are changed 
by the Government and if the changes cause an increase or decrease in 
security costs or otherwise affect any other term or condition of this 
contract, the contract shall be subject to an equitable adjustment as if 
the changes were directed under the Changes clause of this contract.
    (d) The Contractor agrees to insert terms that conform substantially 
to the language of this clause, including this paragraph (d) but 
excluding any reference to the Changes clause of this contract, in all 
subcontracts under this contract that involve access to classified 
information.

                             (End of clause)

    Alternate I (APR 1984). If a cost contract for research and 
development with an educational institution is contemplated, add the 
following paragraphs (e), (f), and (g) to the basic clause:

    (e) If a change in security requirements, as provided in paragraphs 
(b) and (c), results (1) in a change in the security classification of 
this contract or any of its elements from an unclassified status or a 
lower classification to a higher classification, or (2) in more 
restrictive area controls than previously required, the Contractor shall 
exert every reasonable effort compatible with the Contractor's 
established policies to continue the performance of work under the 
contract in compliance with the change in security classification or 
requirements. If, despite reasonable efforts, the Contractor determines 
that the continuation of work under this contract is not practicable 
because of the change in security classification or requirements, the 
Contractor shall notify the Contracting Officer in writing. Until 
resolution of the problem is made by the Contracting Officer, the 
Contractor shall continue safeguarding all classified material as 
required by this contract.
    (f) After receiving the written notification, the Contracting 
Officer shall explore the circumstances surrounding the proposed change 
in security classification or requirements, and shall endeavor to work 
out a mutually satisfactory method whereby the Contractor can continue 
performance of the work under this contract.
    (g) If, 15 days after receipt by the Contracting Officer of the 
notification of the Contractor's stated inability to proceed, (1) the 
application to this contract of the change in security classification or 
requirements has not been withdrawn or (2) a mutually satisfactory 
method for continuing performance of work under this contract has not 
been agreed upon, the Contractor may request the Contracting Officer to 
terminate the contract in whole or in part. The Contracting Officer 
shall terminate the contract in whole or in part, as may be appropriate, 
and the termination shall be deemed a termination under the terms of the 
Termination for the Convenience of the Government clause.

    Alternate II (APR 1984). If employee identification is required for 
security or other reasons in a construction contract or architect-
engineer contract, add the following paragraph (e) to the basic clause:

    (e) The Contractor shall be responsible for furnishing to each 
employee and for requiring each employee engaged on the work to display 
such identification as may be approved and directed by the Contracting 
Officer. All prescribed identification shall immediately be delivered to 
the Contracting Officer, for cancellation upon the release of any 
employee. When required by the Contracting Officer, the Contractor shall 
obtain and submit fingerprints of all persons employed or to be employed 
on the project.

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 31617, June 20, 1996]



Sec. 52.204-3  Taxpayer identification.

    As prescribed in 4.905, insert the following provision:

                   Taxpayer Identification (OCT 1998)

    (a) Definitions.
    Common parent, as used in this provision, means that corporate 
entity that owns or controls an affiliated group of corporations that 
files its Federal income tax returns on a consolidated basis, and of 
which the offeror is a member.
    Taxpayer Identification Number (TIN), as used in this provision, 
means the number required by the Internal Revenue Service (IRS) to be 
used by the offeror in reporting income tax and other returns. The TIN 
may be either a Social Security Number or an Employer Identification 
Number.
    (b) All offerors must submit the information required in paragraphs 
(d) through (f) of this provision to comply with debt collection 
requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 
26 U.S.C. 6041,

[[Page 28]]

6041A, and 6050M, and implementing regulations issued by the IRS. If the 
resulting contract is subject to the payment reporting requirements 
described in Federal Acquisition Regulation (FAR) 4.904, the failure or 
refusal by the offeror to furnish the information may result in a 31 
percent reduction of payments otherwise due under the contract.
    (c) The TIN may be used by the Government to collect and report on 
any delinquent amounts arising out of the offeror's relationship with 
the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is 
subject to the payment reporting requirements described in FAR 4.904, 
the TIN provided hereunder may be matched with IRS records to verify the 
accuracy of the offeror's TIN.
    (d) Taxpayer Identification Number (TIN).
[squ] TIN:______________________________________________________________
    [squ] TIN has been applied for.
    [squ] TIN is not required because:
    [squ] Offeror is a nonresident alien, foreign corporation, or 
foreign partnership that does not have income effectively connected with 
the conduct of a trade or business in the United States and does not 
have an office or place of business or a fiscal paying agent in the 
United States;
    [squ] Offeror is an agency or instrumentality of a foreign 
government;
    [squ] Offeror is an agency or instrumentality of the Federal 
Government.
    (e) Type of organization.
    [squ] Sole proprietorship;
    [squ] Partnership;
    [squ] Corporate entity (not tax-exempt);
    [squ] Corporate entity (tax-exempt);
    [squ] Government entity (Federal, State, or local);
    [squ] Foreign government;
    [squ] International organization per 26 CFR 1.6049-4;

[squ] Other_____________________________________________________________
    (f) Common parent.
    [squ] Offeror is not owned or controlled by a common parent as 
defined in paragraph (a) of this provision.
    [squ] Name and TIN of common parent:

Name____________________________________________________________________

TIN_____________________________________________________________________

                           (End of provision)

[63 FR 58589, Oct. 30, 1998]



Sec. 52.204-4  Printed or Copied Double-Sided on Recycled Paper.

    As prescribed in 4.303, insert the following clause:

       Printed or Copied Double-Sided on Recycled Paper (AUG 2000)

    (a) Definitions. As used in this clause--
    Postconsumer material means a material or finished product that has 
served its intended use and has been discarded for disposal or recovery, 
having completed its life as a consumer item. Postconsumer material is a 
part of the broader category of ``recovered material.'' For paper and 
paper products, postconsumer material means ``postconsumer fiber'' 
defined by the U.S. Environmental Protection Agency (EPA) as--
    (1) Paper, paperboard, and fibrous materials from retail stores, 
office buildings, homes, and so forth, after they have passed through 
their end-usage as a consumer item, including: used corrugated boxes; 
old newspapers; old magazines; mixed waste paper; tabulating cards; and 
used cordage; or
    (2) All paper, paperboard, and fibrous materials that enter and are 
collected from municipal solid waste; but not
    (3) Fiber derived from printers' over-runs, converters' scrap, and 
over-issue publications.
    Printed or copied double-sided means printing or reproducing a 
document so that information is on both sides of a sheet of paper.
    Recovered material, for paper and paper products, is defined by EPA 
in its Comprehensive Procurement Guideline as ``recovered fiber'' and 
means the following materials:
    (1) Postconsumer fiber; and
    (2) Manufacturing wastes such as--
    (i) Dry paper and paperboard waste generated after completion of the 
papermaking process (that is, those manufacturing operations up to and 
including the cutting and trimming of the paper machine reel into 
smaller rolls or rough sheets) including: envelope cuttings, bindery 
trimmings, and other paper and paperboard waste resulting from printing, 
cutting, forming, and other converting operations; bag, box, and carton 
manufacturing wastes; and butt rolls, mill wrappers, and rejected unused 
stock; and
    (ii) Repulped finished paper and paperboard from obsolete 
inventories of paper and paperboard manufacturers, merchants, 
wholesalers, dealers, printers, converters, or others.
    (b) In accordance with Section 101 of Executive Order 13101 of 
September 14, 1998, Greening the Government through Waste Prevention, 
Recycling, and Federal Acquisition, the Contractor is encouraged to 
submit paper documents, such as offers, letters, or reports, that are 
printed or copied double-sided on recycled paper that meet minimum 
content standards specified in Section 505 of Executive Order 13101, 
when not using electronic commerce methods to submit information or data 
to the Government.
    (c) If the Contractor cannot purchase high-speed copier paper, 
offset paper, forms bond, computer printout paper, carbonless paper, 
file folders, white wove envelopes, writing and office paper, book 
paper, cotton fiber paper, and cover stock meeting the 30 percent 
postconsumer material standard for use

[[Page 29]]

in submitting paper documents to the Government, it should use paper 
containing no less than 20 percent postconsumer material. This lesser 
standard should be used only when paper meeting the 30 percent 
postconsumer material standard is not obtainable at a reasonable price 
or does not meet reasonable performance standards.

                             (End of clause)

[65 FR 36020, June 6, 2000]



Sec. 52.204-5  Women-Owned Business (Other Than Small Business).

    As prescribed in 4.607(b), insert the following provision:

       Women-Owned Business (Other Than Small Business) (MAY 1999)

    (a) Definition. Women-owned business concern, as used in this 
provision, means a concern that is at least 51 percent owned by one or 
more women; or in the case of any publicly owned business, at least 51 
percent of its stock is owned by one or more women; and whose management 
and daily business operations are controlled by one or more women.
    (b) Representation. [Complete only if the offeror is a women-owned 
business concern and has not represented itself as a small business 
concern in paragraph (b)(1) of FAR 52.219-1, Small Business Program 
Representations, of this solicitation.] The offeror represents that it 
[squ] is a women-owned business concern.

                           (End of provision)

[64 FR 10533, Mar. 4, 1999; 64 FR 30103, June 4, 1999, as amended at 73 
FR 21778, Apr. 22, 2008]



Sec. 52.204-6  Data Universal Numbering System (DUNS) Number.

    As prescribed in 4.607(a), insert the following provision:

        Data Universal Numbering System (DUNS) Number (APR 2008)

    (a) The offeror shall enter, in the block with its name and address 
on the cover page of its offer, the annotation ``DUNS'' or ``DUNS+4'' 
followed by the DUNS number or ``DUNS+4'' that identifies the offeror's 
name and address exactly as stated in the offer. The DUNS number is a 
nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the 
DUNS number plus a 4-character suffix that may be assigned at the 
discretion of the offeror to establish additional CCR records for 
identifying alternative Electronic Funds Transfer (EFT) accounts (see 
Subpart 32.11) for the same concern.
    (b) If the offeror does not have a DUNS number, it should contact 
Dun and Bradstreet directly to obtain one.
    (1) An offeror may obtain a DUNS number--
    (i) Via the Internet at http://fedgov.dnb.com/webform or if the 
offeror does not have internet access, it may call Dun and Bradstreet at 
1-866-705-5711 if located within the United States; or
    (ii) If located outside the United States, by contacting the local 
Dun and Bradstreet office. The offeror should indicate that it is an 
offeror for a U.S. Government contract when contacting the local Dun and 
Bradstreet office.
    (2) The offeror should be prepared to provide the following 
information:
    (i) Company legal business name.
    (ii) Tradestyle, doing business, or other name by which your entity 
is commonly recognized.
    (iii) Company physical street address, city, state and Zip Code.
    (iv) Company mailing address, city, state and Zip Code (if separate 
from physical).
    (v) Company telephone number.
    (vi) Date the company was started.
    (vii) Number of employees at your location.
    (viii) Chief executive officer/key manager.
    (ix) Line of business (industry).
    (x) Company Headquarters name and address (reporting relationship 
within your entity).

                           (End of provision)

[68 FR 56674, Oct. 1, 2003, as amended at 73 FR 21778, Apr. 22, 2008]



Sec. 52.204-7  Central Contractor Registration.

    As prescribed in 4.1105, use the following clause:

               Central Contractor Registration (APR 2008)

    (a) Definitions. As used in this clause--
    Central Contractor Registration (CCR) database means the primary 
Government repository for Contractor information required for the 
conduct of business with the Government.
    Data Universal Numbering System (DUNS) number means the 9-digit 
number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique 
business entities.
    Data Universal Numbering System +4 (DUNS+4) number means the DUNS 
number assigned by D&B plus a 4-character suffix that may be assigned by 
a business concern. (D&B has no affiliation with this 4-character 
suffix.) This 4-character suffix may be assigned at the discretion of 
the business concern to establish additional CCR records for

[[Page 30]]

identifying alternative Electronic Funds Transfer (EFT) accounts (see 
the FAR at Subpart 32.11) for the same concern.
    Registered in the CCR database means that--
    (1) The Contractor has entered all mandatory information, including 
the DUNS number or the DUNS+4 number, into the CCR database; and
    (2) The Government has validated all mandatory data fields, to 
include validation of the Taxpayer Identification Number (TIN) with the 
Internal Revenue Service (IRS), and has marked the record ``Active''. 
The Contractor will be required to provide consent for TIN validation to 
the Government as a part of the CCR registration process.
    (b)(1) By submission of an offer, the offeror acknowledges the 
requirement that a prospective awardee shall be registered in the CCR 
database prior to award, during performance, and through final payment 
of any contract, basic agreement, basic ordering agreement, or blanket 
purchasing agreement resulting from this solicitation.
    (2) The offeror shall enter, in the block with its name and address 
on the cover page of its offer, the annotation ``DUNS'' or ``DUNS +4'' 
followed by the DUNS or DUNS +4 number that identifies the offeror's 
name and address exactly as stated in the offer. The DUNS number will be 
used by the Contracting Officer to verify that the offeror is registered 
in the CCR database.
    (c) If the offeror does not have a DUNS number, it should contact 
Dun and Bradstreet directly to obtain one.
    (1) An offeror may obtain a DUNS number--
    (i) Via the Internet at http://fedgov.dnb.comwebform or if the 
offeror does not have internet access, it may call Dun and Bradstreet at 
1-866-705-5711 if located within the United States; or
    (ii) If located outside the United States, by contacting the local 
Dun and Bradstreet office. The offeror should indicate that it is an 
offeror for a U.S. Government contract when contacting the local Dun and 
Bradstreet office.
    (2) The offeror should be prepared to provide the following 
information:
    (i) Company legal business.
    (ii) Tradestyle, doing business, or other name by which your entity 
is commonly recognized.
    (iii) Company Physical Street Address, City, State, and Zip Code.
    (iv) Company Mailing Address, City, State and Zip Code (if separate 
from physical).
    (v) Company Telephone Number.
    (vi) Date the company was started.
    (vii) Number of employees at your location.
    (viii) Chief executive officer/key manager.
    (ix) Line of business (industry).
    (x) Company Headquarters name and address (reporting relationship 
within your entity).
    (d) If the Offeror does not become registered in the CCR database in 
the time prescribed by the Contracting Officer, the Contracting Officer 
will proceed to award to the next otherwise successful registered 
Offeror.
    (e) Processing time, which normally takes 48 hours, should be taken 
into consideration when registering. Offerors who are not registered 
should consider applying for registration immediately upon receipt of 
this solicitation.
    (f) The Contractor is responsible for the accuracy and completeness 
of the data within the CCR database, and for any liability resulting 
from the Government's reliance on inaccurate or incomplete data. To 
remain registered in the CCR database after the initial registration, 
the Contractor is required to review and update on an annual basis from 
the date of initial registration or subsequent updates its information 
in the CCR database to ensure it is current, accurate and complete. 
Updating information in the CCR does not alter the terms and conditions 
of this contract and is not a substitute for a properly executed 
contractual document.
    (g)(1)(i) If a Contractor has legally changed its business name, 
``doing business as'' name, or division name (whichever is shown on the 
contract), or has transferred the assets used in performing the 
contract, but has not completed the necessary requirements regarding 
novation and change-of-name agreements in Subpart 42.12, the Contractor 
shall provide the responsible Contracting Officer a minimum of one 
business day's written notification of its intention to (A) change the 
name in the CCR database; (B) comply with the requirements of Subpart 
42.12 of the FAR; and (C) agree in writing to the timeline and 
procedures specified by the responsible Contracting Officer. The 
Contractor must provide with the notification sufficient documentation 
to support the legally changed name.
    (ii) If the Contractor fails to comply with the requirements of 
paragraph (g)(1)(i) of this clause, or fails to perform the agreement at 
paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly 
executed novation or change-of-name agreement, the CCR information that 
shows the Contractor to be other than the Contractor indicated in the 
contract will be considered to be incorrect information within the 
meaning of the ``Suspension of Payment'' paragraph of the electronic 
funds transfer (EFT) clause of this contract.
    (2) The Contractor shall not change the name or address for EFT 
payments or manual payments, as appropriate, in the CCR record to 
reflect an assignee for the purpose of assignment of claims (see FAR 
Subpart 32.8, Assignment of Claims). Assignees shall

[[Page 31]]

be separately registered in the CCR database. Information provided to 
the Contractor's CCR record that indicates payments, including those 
made by EFT, to an ultimate recipient other than that Contractor will be 
considered to be incorrect information within the meaning of the 
``Suspension of payment'' paragraph of the EFT clause of this contract.
    (h) Offerors and Contractors may obtain information on registration 
and annual confirmation requirements via the internet at http://
www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

[68 FR 56674, Oct. 1, 2003, as amended at 68 FR 69259, Dec. 11, 2003; 71 
FR 36925, June 28, 2006; 73 FR 21778, Apr. 22, 2008; 74 FR 52849, Oct. 
14, 2009]



Sec. 52.204-8  Annual Representations and Certifications.

    As prescribed in 4.1202, insert the following provision:

          Annual Representations and Certifications (OCT 2010)

    (a)(1) The North American Industry Classification System (NAICS) 
code for this acquisition is -------------- [insert NAICS code].
    (2) The small business size standard is -------------- [insert size 
standard].
    (3) The small business size standard for a concern which submits an 
offer in its own name, other than on a construction or service contract, 
but which proposes to furnish a product which it did not itself 
manufacture, is 500 employees.3
    (b)(1) If the clause at 52.204-7, Central Contractor Registration, 
is included in this solicitation, paragraph (d) of this provision 
applies.
    (2) If the clause at 52.204-7 is not included in this solicitation, 
and the offeror is currently registered in CCR, and has completed the 
ORCA electronically, the offeror may choose to use paragraph (d) of this 
provision instead of completing the corresponding individual 
representations and certifications in the solicitation. The offeror 
shall indicate which option applies by checking one of the following 
boxes:
    [ ] (i) Paragraph (d) applies.
    [ ] (ii) Paragraph (d) does not apply and the offeror has completed 
the individual representations and certifications in the solicitation.
    (c)(1) The following representations or certifications in ORCA are 
applicable to this solicitation as indicated:
    (i) 52.203-2, Certificate of Independent Price Determination. This 
provision applies to solicitations when a firm-fixed-price contract or 
fixed-price contract with economic price adjustment is contemplated, 
unless--
    (A) The acquisition is to be made under the simplified acquisition 
procedures in Part 13;
    (B) The solicitation is a request for technical proposals under two-
step sealed bidding procedures; or
    (C) The solicitation is for utility services for which rates are set 
by law or regulation.
    (ii) 52.203-11, Certification and Disclosure Regarding Payments to 
Influence Certain Federal Transactions. This provision applies to 
solicitations expected to exceed $150,000.
    (iii) 52.204-3, Taxpayer Identification. This provision applies to 
solicitations that do not include the clause at 52.204-7, Central 
Contractor Registration.
    (iv) 52.204-5, Women-Owned Business (Other Than Small Business). 
This provision applies to solicitations that--
    (A) Are not set aside for small business concerns;
    (B) Exceed the simplified acquisition threshold; and
    (C) Are for contracts that will be performed in the United States or 
its outlying areas.
    (v) 52.209-5, Certification Regarding Responsibility Matters. This 
provision applies to solicitations where the contract value is expected 
to exceed the simplified acquisition threshold.
    (vi) 52.214-14, Place of Performance--Sealed Bidding. This provision 
applies to invitations for bids except those in which the place of 
performance is specified by the Government.
    (vii) 52.215-6, Place of Performance. This provision applies to 
solicitations unless the place of performance is specified by the 
Government.
    (viii) 52.219-1, Small Business Program Representations (Basic & 
Alternate I). This provision applies to solicitations when the contract 
will be performed in the United States or its outlying areas.
    (A) The basic provision applies when the solicitations are issued by 
other than DoD, NASA, and the Coast Guard.
    (B) The provision with its Alternate I applies to solicitations 
issued by DoD, NASA, or the Coast Guard.
    (ix) 52.219-2, Equal Low Bids. This provision applies to 
solicitations when contracting by sealed bidding and the contract will 
be performed in the United States or its outlying areas.
    (x) 52.222-22, Previous Contracts and Compliance Reports. This 
provision applies to solicitations that include the clause at 52.222-26, 
Equal Opportunity.
    (xi) 52.222-25, Affirmative Action Compliance. This provision 
applies to solicitations, other than those for construction, when the 
solicitation includes the clause at 52.222-26, Equal Opportunity.
    (xii) 52.222-38, Compliance with Veterans' Employment Reporting 
Requirements. This provision applies to solicitations when it is 
anticipated the contract award will exceed

[[Page 32]]

the simplified acquisition threshold and the contract is not for 
acquisition of commercial items.
    (xiii) 52.223-1, Biobased Product Certification. This provision 
applies to solicitations that require the delivery or specify the use of 
USDA-designated items; or include the clause at 52.223-2, Affirmative 
Procurement of Biobased Products Under Service and Construction 
Contracts.
    (xiv) 52.223-4, Recovered Material Certification. This provision 
applies to solicitations that are for, or specify the use of, EPA-
designated items.
    (xv) 52.225-2, Buy American Act Certificate. This provision applies 
to solicitations containing the clause at 52.225-1.
    (xvi) 52.225-4, Buy American Act--Free Trade Agreements--Israeli 
Trade Act Certificate. (Basic, Alternate I, and Alternate II) This 
provision applies to solicitations containing the clause at 52.225-3.
    (A) If the acquisition value is less than $25,000, the basic 
provision applies.
    (B) If the acquisition value is $25,000 or more but is less than 
$50,000, the provision with its Alternate I applies.
    (C) If the acquisition value is $50,000 or more but is less than 
$67,826, the provision with its Alternate II applies.
    (xvii) 52.225-6, Trade Agreements Certificate. This provision 
applies to solicitations containing the clause at 52.225-5.
    (xviii) 52.225-20, Prohibition on Conducting Restricted Business 
Operations in Sudan--Certification. This provision applies to all 
solicitations.
    (xix) 52.225-25, Prohibition on Engaging in Sanctioned Activities 
Relating to Iran--Certification. This provision applies to all 
solicitations.
    (xx) 52.226-2, Historically Black College or University and Minority 
Institution Representation. This provision applies to--
    (A) Solicitations for research, studies, supplies, or services of 
the type normally acquired from higher educational institutions; and
    (B) For DoD, NASA, and Coast Guard acquisitions, solicitations that 
contain the clause at 52.219-23, Notice of Price Evaluation Adjustment 
for Small Disadvantaged Business Concerns.
    (2) The following certifications are applicable as indicated by the 
Contracting Officer:
    [Contracting Officer check as appropriate.]
    ----(i) 52.219-19, Small Business Concern Representation for the 
Small Business Competitiveness Demonstration Program.
    ------(ii) 52.219-21, Small Business Size Representation for 
Targeted Industry Categories Under the Small Business Competitiveness 
Demonstration Program.
    ------(iii) 52.219-22, Small Disadvantaged Business Status.
    ------(A) Basic.
    ------(B) Alternate I.
    ------(iv) 52.222-18, Certification Regarding Knowledge of Child 
Labor for Listed End Products.
    ------(v) 52.222-48, Exemption from Application of the Service 
Contract Act to Contracts for Maintenance, Calibration, or Repair of 
Certain Equipment Certification.
    ------(vi) 52.222-52 Exemption from Application of the Service 
Contract Act to Contracts for Certain Services--Certification.
    ------(vii) 52.223-9, with its Alternate I, Estimate of Percentage 
of Recovered Material Content for EPA-Designated Products (Alternate I 
only).
    ------(viii) 52.223-13, Certification of Toxic Chemical Release 
Reporting.
    ------(ix) 52.227-6, Royalty Information.
    ------ (A) Basic.
    ------ (B) Alternate I.
    ------(x) 52.227-15, Representation of Limited Rights Data and 
Restricted Computer Software.
    (d) The offeror has completed the annual representations and 
certifications electronically via the Online Representations and 
Certifications Application (ORCA) website at http://orca.bpn.gov. After 
reviewing the ORCA database information, the offeror verifies by 
submission of the offer that the representations and certifications 
currently posted electronically that apply to this solicitation as 
indicated in paragraph (c) of this provision have been entered or 
updated within the last 12 months, are current, accurate, complete, and 
applicable to this solicitation (including the business size standard 
applicable to the NAICS code referenced for this solicitation), as of 
the date of this offer and are incorporated in this offer by reference 
(see FAR 4.1201); except for the changes identified below [offeror to 
insert changes, identifying change by clause number, title, date]. These 
amended representation(s) and/or certification(s) are also incorporated 
in this offer and are current, accurate, and complete as of the date of 
this offer.

------------------------------------------------------------------------
FAR Clause                  Title               Date           Change
------------------------------------------------------------------------
------             ----------             ------          ------
------------------------------------------------------------------------

    Any changes provided by the offeror are applicable to this 
solicitation only, and do not result in an update to the representations 
and certifications posted on ORCA.

                           (End of provision)

[69 FR 76346, Dec. 20, 2004, as amended at 71 FR 227, Jan. 3, 2006; 74 
FR 2730, Jan. 15, 2009; 75 FR 53134, Aug. 30, 2010; 75 FR 60257, Sept. 
29, 2010]

[[Page 33]]



Sec. 52.204-9  Personal Identity Verification of Contractor Personnel.

    As prescribed in 4.1303, insert the following clause:

    Personal Identity Verification of Contractor Personnel (SEP 2007)

    (a) The Contractor shall comply with agency personal identity 
verification procedures identified in the contract that implement 
Homeland Security Presidential Directive-12 (HSPD-12), Office of 
Management and Budget (OMB) guidance M-05-24, and Federal Information 
Processing Standards Publication (FIPS PUB) Number 201.
    (b) The Contractor shall insert this clause in all subcontracts when 
the subcontractor is required to have routine physical access to a 
Federally-controlled facility and/or routine access to a Federally-
controlled information system.

                             (End of clause)

[71 FR 211, Jan. 3, 2006, as amended at 71 FR 67775, Nov. 22, 2006; 72 
FR 46335, Aug. 17, 2007]



Sec. 52.204-10  Reporting Executive Compensation and First-Tier 

          Subcontract Awards.

    As prescribed in 4.1403(a), insert the following clause:

Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 
                                  2010)

    (a) Definitions. As used in this clause:
    Executive means officers, managing partners, or any other employees 
in management positions.
    First-tier subcontract means a subcontract awarded directly by a 
Contractor to furnish supplies or services (including construction) for 
performance of a prime contract, but excludes supplier agreements with 
vendors, such as long-term arrangements for materials or supplies that 
would normally be applied to a Contractor's general and administrative 
expenses or indirect cost.
    Total compensation means the cash and noncash dollar value earned by 
the executive during the Contractor's preceding fiscal year and includes 
the following (for more information see 17 CFR 229.402(c)(2)):
    (1) Salary and bonus.
    (2) Awards of stock, stock options, and stock appreciation rights. 
Use the dollar amount recognized for financial statement reporting 
purposes with respect to the fiscal year in accordance with the 
Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 
123R), Shared Based Payments.
    (3) Earnings for services under non-equity incentive plans. This 
does not include group life, health, hospitalization or medical 
reimbursement plans that do not discriminate in favor of executives, and 
are available generally to all salaried employees.
    (4) Change in pension value. This is the change in present value of 
defined benefit and actuarial pension plans.
    (5) Above-market earnings on deferred compensation which is not tax-
qualified.
    (6) Other compensation, if the aggregate value of all such other 
compensation (e.g., severance, termination payments, value of life 
insurance paid on behalf of the employee, perquisites or property) for 
the executive exceeds $10,000.
    (b) Section 2(d)(2) of the Federal Funding Accountability and 
Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 
of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), 
requires the Contractor to report information on subcontract awards. The 
law requires all reported information be made public, therefore, the 
Contractor is responsible for notifying its subcontractors that the 
required information will be made public.
    (c)(1) Unless otherwise directed by the contracting officer, by the 
end of the month following the month of award of a first-tier 
subcontract with a value of $25,000 or more, (and any modifications to 
these subcontracts that change previously reported data), the Contractor 
shall report the following information at http://www.fsrs.gov for each 
first-tier subcontract. (The Contractor shall follow the instructions at 
http://www.fsrs.gov to report the data.)
    (i) Unique identifier (DUNS Number) for the subcontractor receiving 
the award and for the subcontractor's parent company, if the 
subcontractor has a parent company.
    (ii) Name of the subcontractor.
    (iii) Amount of the subcontract award.
    (iv) Date of the subcontract award.
    (v) A description of the products or services (including 
construction) being provided under the subcontract, including the 
overall purpose and expected outcomes or results of the subcontract.
    (vi) Subcontract number (the subcontract number assigned by the 
Contractor).
    (vii) Subcontractor's physical address including street address, 
city, state, and country. Also include the nine-digit zip code and 
congressional district.
    (viii) Subcontractor's primary performance location including street 
address, city, state, and country. Also include the nine-digit zip code 
and congressional district.
    (ix) The prime contract number, and order number if applicable.
    (x) Awarding agency name and code.
    (xi) Funding agency name and code.
    (xii) Government contracting office code.
    (xiii) Treasury account symbol (TAS) as reported in FPDS.
    (xiv) The applicable North American Industry Classification System 
code (NAICS).

[[Page 34]]

    (2) By the end of the month following the month of a contract award, 
and annually thereafter, the Contractor shall report the names and total 
compensation of each of the five most highly compensated executives for 
the Contractor's preceding completed fiscal year at http://www.ccr.gov, 
if--
    (i) In the Contractor's preceding fiscal year, the Contractor 
received--
    (A) 80 percent or more of its annual gross revenues from Federal 
contracts (and subcontracts), loans, grants (and subgrants) and 
cooperative agreements; and
    (B) $25,000,000 or more in annual gross revenues from Federal 
contracts (and subcontracts), loans, grants (and subgrants) and 
cooperative agreements; and
    (ii) The public does not have access to information about the 
compensation of the executives through periodic reports filed under 
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. 
(To determine if the public has access to the compensation information, 
see the U.S. Security and Exchange Commission total compensation filings 
at http://www.sec.gov/answers/execomp.htm.)
    (3) Unless otherwise directed by the contracting officer, by the end 
of the month following the month of a first-tier subcontract with a 
value of $25,000 or more, and annually thereafter, the Contractor shall 
report the names and total compensation of each of the five most highly 
compensated executives for each first-tier subcontractor for the 
subcontractor's preceding completed fiscal year at http://www.fsrs.gov, 
if--
    (i) In the subcontractor's preceding fiscal year, the subcontractor 
received--
    (A) 80 percent or more of its annual gross revenues from Federal 
contracts (and subcontracts), loans, grants (and subgrants) and 
cooperative agreements; and
    (B) $25,000,000 or more in annual gross revenues from Federal 
contracts (and subcontracts), loans, grants (and subgrants) and 
cooperative agreements; and
    (ii) The public does not have access to information about the 
compensation of the executives through periodic reports filed under 
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. 
(To determine if the public has access to the compensation information, 
see the U.S. Security and Exchange Commission total compensation filings 
at http://www.sec.gov/answers/execomp.htm.)
    (d)(1) If the Contractor in the previous tax year had gross income, 
from all sources, under $300,000, the Contractor is exempt from the 
requirement to report subcontractor awards.
    (2) If a subcontractor in the previous tax year had gross income 
from all sources under $300,000, the Contractor does not need to report 
awards to that subcontractor.
    (e) Phase-in of reporting of subcontracts of $25,000 or more.
    (1) Until September 30, 2010, any newly awarded subcontract must be 
reported if the prime contract award amount was $20,000,000 or more.
    (2) From October 1, 2010, until February 28, 2011, any newly awarded 
subcontract must be reported if the prime contract award amount was 
$550,000 or more.
    (3) Starting March 1, 2011, any newly awarded subcontract must be 
reported if the prime contract award amount was $25,000 or more.

                             (End of clause)

[75 FR 39419, July 8, 2010]



Sec. 52.204-11  American Recovery and Reinvestment Act--Reporting 

          Requirements.

    As prescribed in 4.1502, insert the following clause:

  American Recovery and Reinvestment Act--Reporting Requirements (JUL 
                                  2010)

    (a) Definitions. For definitions related to this clause (e.g., 
contract, first-tier subcontract, total compensation etc.) see the 
Frequently Asked Questions (FAQs) available at http://
www.whitehouse.gov/omb/recovery--faqs--contractors. These FAQs are also 
linked under http://www.FederalReporting.gov.
    (b) This contract requires the contractor to provide products and/or 
services that are funded under the American Recovery and Reinvestment 
Act of 2009 (Recovery Act). Section 1512(c) of the Recovery Act requires 
each contractor to report on its use of Recovery Act funds under this 
contract. These reports will be made available to the public.
    (c) Reports from the Contractor for all work funded, in whole or in 
part, by the Recovery Act, are due no later than the 10th day following 
the end of each calendar quarter. The Contractor shall review the 
Frequently Asked Questions (FAQs) for Federal Contractors before each 
reporting cycle and prior to submitting each quarterly report as the 
FAQs may be updated from time-to-time. The first report is due no later 
than the 10th day after the end of the calendar quarter in which the 
Contractor received the award. Thereafter, reports shall be submitted no 
later than the 10th day after the end of each calendar quarter. For 
information on when the Contractor shall submit its final report, see 
http://www.whitehouse.gov/omb/recovery--faqs--contractors.

[[Page 35]]

    (d) The Contractor shall report the following information, using the 
online reporting tool available at http://www.FederalReporting.gov.
    (1) The Government contract and order number, as applicable.
    (2) The amount of Recovery Act funds invoiced by the contractor for 
the reporting period. A cumulative amount from all the reports submitted 
for this action will be maintained by the government's on-line reporting 
tool.
    (3) A list of all significant services performed or supplies 
delivered, including construction, for which the contractor invoiced in 
this calendar quarter.
    (4) Program or project title, if any.
    (5) A description of the overall purpose and expected outcomes or 
results of the contract, including significant deliverables and, if 
appropriate, associated units of measure.
    (6) An assessment of the contractor's progress towards the 
completion of the overall purpose and expected outcomes or results of 
the contract (i.e., not started, less than 50 percent completed, 
completed 50 percent or more, or fully completed). This covers the 
contract (or portion thereof) funded by the Recovery Act.
    (7) A narrative description of the employment impact of work funded 
by the Recovery Act. This narrative should be cumulative for each 
calendar quarter and address the impact on the Contractor's and first-
tier subcontractors' workforce for all first-tier subcontracts valued at 
$25,000 or more. At a minimum, the Contractor shall provide--
    (i) A brief description of the types of jobs created and jobs 
retained in the United States and outlying areas (see definition in FAR 
2.101). This description may rely on job titles, broader labor 
categories, or the Contractor's existing practice for describing jobs as 
long as the terms used are widely understood and describe the general 
nature of the work; and
    (ii) An estimate of the number of jobs created and jobs retained by 
the prime Contractor and all first-tier subcontracts valued at $25,000 
or more, in the United States and outlying areas. A job cannot be 
reported as both created and retained. See an example of how to 
calculate the number of jobs at http://www.whitehouse.gov/omb/recovery--
faqs--contractors.
    (8) Names and total compensation of each of the five most highly 
compensated officers of the Contractor for the calendar year in which 
the contract is awarded if--
    (i) In the Contractor's preceding fiscal year, the Contractor 
received--
    (A) 80 percent or more of its annual gross revenues from Federal 
contracts (and subcontracts), loans, grants (and subgrants) and 
cooperative agreements; and
    (B) $25,000,000 or more in annual gross revenues from Federal 
contracts (and subcontracts), loans, grants (and subgrants) and 
cooperative agreements; and
    (ii) The public does not have access to information about the 
compensation of the senior executives through periodic reports filed 
under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 
1986.
    (9) For subcontracts valued at less than $25,000 or any subcontracts 
awarded to an individual, or subcontracts awarded to a subcontractor 
that in the previous tax year had gross income under $300,000, the 
Contractor shall only report the aggregate number of such first tier 
subcontracts awarded in the quarter and their aggregate total dollar 
amount.
    (10) For any first-tier subcontract funded in whole or in part under 
the Recovery Act, that is valued at $25,000 or more and not subject to 
reporting under paragraph 9, the Contractor shall require the 
subcontractor to provide the information described in paragraphs 
(d)(10)(i), (ix), (x), (xi), and (xii) of this section to the Contractor 
for the purposes of the quarterly report. The Contractor shall advise 
the subcontractor that the information will be made available to the 
public as required by section 1512 of the Recovery Act. The Contractor 
shall provide detailed information on these first-tier subcontracts as 
follows:
    (i) Unique identifier (DUNS Number) for the subcontractor receiving 
the award and for the subcontractor's parent company, if the 
subcontractor has a parent company.
    (ii) Name of the subcontractor.
    (iii) Amount of the subcontract award.
    (iv) Date of the subcontract award.
    (v) The applicable North American Industry Classification System 
(NAICS) code.
    (vi) Funding agency.
    (vii) A description of the products or services (including 
construction) being provided under the subcontract, including the 
overall purpose and expected outcomes or results of the subcontract.
    (viii) Subcontract number (the contract number assigned by the prime 
contractor).
    (ix) Subcontractor's physical address including street address, 
city, state, and country. Also include the nine-digit zip code and 
congressional district if applicable.
    (x) Subcontract primary performance location including street 
address, city, state, and country. Also include the nine-digit zip code 
and congressional district if applicable.
    (xi) Names and total compensation of each of the subcontractor's 
five most highly compensated officers, for the calendar year in which 
the subcontract is awarded if--
    (A) In the subcontractor's preceding fiscal year, the subcontractor 
received--

[[Page 36]]

    (l) 80 percent or more of its annual gross revenues in Federal 
contracts (and subcontracts), loans, grants (and subgrants), and 
cooperative agreements; and
    (2) $25,000,000 or more in annual gross revenues from Federal 
contracts (and subcontracts), loans, grants (and subgrants), and 
cooperative agreements; and
    (B) The public does not have access to information about the 
compensation of the senior executives through periodic reports filed 
under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 
1986.
    (xii) A narrative description of the employment impact of work 
funded by the Recovery Act. This narrative should be cumulative for each 
calendar quarter and address the impact on the subcontractor's 
workforce. At a minimum, the subcontractor shall provide--
    (A) A brief description of the types of jobs created and jobs 
retained in the United States and outlying areas (see definition in FAR 
2.101). This description may rely on job titles, broader labor 
categories, or the subcontractor's existing practice for describing jobs 
as long as the terms used are widely understood and describe the general 
nature of the work; and
    (B) An estimate of the number of jobs created and jobs retained by 
the subcontractor in the United States and outlying areas. A job cannot 
be reported as both created and retained. See an example of how to 
calculate the number of jobs at http://www.whitehouse.gov/omb/recov-
ery--faqs--contractors.

                             (End of clause)

[74 FR 14645, Mar. 31, 2009, as amended at 74 FR 22810, May 14, 2009; 75 
FR 38687, July 2, 2010; 75 FR 43090, July 23, 2010]



Sec. 52.205-52.206  [Reserved]



Sec. 52.207-1  Notice of Standard Competition.

    As prescribed in 7.305(a), insert the following provision:

                Notice of Standard Competition (MAY 2006)

    (a) This solicitation is part of a standard competition under Office 
of Management and Budget Circular No. A-76 (Revised), Performance of 
Commercial Activities, dated May 29, 2003 (hereafter ``the Circular''), 
to determine whether to accomplish the specified work under contract or 
by Government performance.
    (b) The Government will evaluate private sector offers, the agency 
tender, and public reimbursable tenders, as provided in this 
solicitation and the Circular.
    (c) A performance decision resulting from this standard competition 
will be publicly announced in accordance with the Circular. If the 
performance decision favors a private sector offeror, a contract will be 
awarded. If the performance decision favors an agency or a public 
reimbursable tender, the Contracting Officer shall establish, 
respectively, either a Most Efficient Organization letter of obligation 
or a fee-for-service agreement, as those terms are defined in the 
Circular.
    (d) As provided in the Circular, directly interested parties may 
file contests, which are governed by the procedures in Federal 
Acquisition Regulation 33.103. Until resolution of any contest, or the 
expiration of the time for filing a contest, only legal agents for 
directly interested parties shall have access to the certified standard 
competition form, the agency tender, and public reimbursable tenders.

                           (End of provision)

[71 FR 20300, Apr. 19, 2006]



Sec. 52.207-2  Notice of Streamlined Competition.

    As prescribed in 7.305(b), insert the following provision:

              Notice of Streamlined Competition (MAY 2006)

    (a) This solicitation is part of a streamlined competition under 
Office of Management and Budget Circular No. A-76 (Revised), Performance 
of Commercial Activities, dated May 29, 2003 (hereafter ``the 
Circular''), to determine whether to accomplish the specified work under 
contract or by Government performance.
    (b) The Government will evaluate the cost of private sector and 
Agency or public reimbursable performance, as provided in this 
solicitation and the Circular.
    (c) A performance decision resulting from this streamlined 
competition will be publicly announced in accordance with the Circular. 
If the performance decision favors private sector performance, the 
Contracting Officer shall either award a contract or issue a competitive 
solicitation for private sector offers. If the performance decision 
favors Agency or public reimbursable performance, the Agency shall 
establish, respectively, either a letter of obligation or a fee-for-
service agreement, as those terms are defined in the Circular.

                           (End of provision)

[71 FR 20300, Apr. 19, 2006]

[[Page 37]]



Sec. 52.207-3  Right of First Refusal of Employment.

    As prescribed in 7.305(c), insert the following clause:

             Right of First Refusal of Employment (MAY 2006)

    (a) The Contractor shall give Government personnel who have been or 
will be adversely affected or separated as a result of award of this 
contract the right of first refusal for employment openings under the 
contract in positions for which they are qualified, if that employment 
is consistent with post-Government employment conflict of interest 
standards.
    (b) Within 10 days after contract award, the Contracting Officer 
will provide to the Contractor a list of all Government personnel who 
have been or will be adversely affected or separated as a result of 
award of this contract.
    (c) The Contractor shall report to the Contracting Officer the names 
of individuals identified on the list who are hired within 90 days after 
contract performance begins. This report shall be forwarded within 120 
days after contract performance begins.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 52 FR 9039, Mar. 20, 1987; 
56 FR 55372, Oct. 25, 1991; 71 FR 20300, Apr. 19, 2006]



Sec. 52.207-4  Economic Purchase Quantity--Supplies.

    As prescribed in 7.203, insert the following provision:

             Economic Purchase Quantity--Supplies (AUG 1987)

    (a) Offerors are invited to state an opinion on whether the 
quantity(ies) of supplies on which bids, proposals or quotes are 
requested in this solicitation is (are) economically advantageous to the 
Government.
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
    (b) Each offeror who believes that acquisitions in different 
quantities would be more advantageous is invited to recommend an 
economic purchase quantity. If different quantities are recommended, a 
total and a unit price must be quoted for applicable items. An economic 
purchase quantity is that quantity at which a significant price break 
occurs. If there are significant price breaks at different quantity 
points, this information is desired as well.

                         Offeror Recommendations
------------------------------------------------------------------------
                                                       Price
                  Item                    Quantity   quotation    Total
------------------------------------------------------------------------
                                         .........  ...........  .......
                                         .........  ...........  .......
                                         .........  ...........  .......
------------------------------------------------------------------------

    (c) The information requested in this provision is being solicited 
to avoid acquisitions in disadvantageous quantities and to assist the 
Government in developing a data base for future acquisitions of these 
items. However, the Government reserves the right to amend or cancel the 
solicitation and resolicit with respect to any individual item in the 
event quotations received and the Government's requirements indicate 
that different quantities should be acquired.

                           (End of provision)

[50 FR 35479, Aug. 30, 1985, as amended at 52 FR 30078, Aug. 12, 1987]



Sec. 52.207-5  Option To Purchase Equipment.

    As prescribed in 7.404, insert a clause substantially the same as 
the following:

                 Option To Purchase Equipment (FEB 1995)

    (a) The Government may purchase the equipment provided on a lease or 
rental basis under this contract. The Contracting Officer may exercise 
this option only by providing a unilateral modification to the 
Contractor. The effective date of the purchase will be specified in the 
unilateral modification and may be any time during the period of the 
contract, including any extensions thereto.
    (b) Except for final payment and transfer of title to the 
Government, the lease or rental portion of the contract becomes complete 
and lease or rental charges shall be discontinued on the day immediately 
preceding the effective date of purchase specified in the unilateral 
modification required in paragraph (a) of this clause.
    (c) The purchase conversion cost of the equipment shall be computed 
as of the effective date specified in the unilateral modification 
required in paragraph (a) of this clause, on the basis of the purchase 
price set forth in the contract, minus the total purchase option credits 
accumulated during the period of lease or rental, calculated by the 
formula contained elsewhere in this contract.
    (d) The accumulated purchase option credits available to determine 
the purchase conversion cost will also include any credits accrued 
during a period of lease or rental of the equipment under any previous 
Government

[[Page 38]]

contract if the equipment has been on continuous lease or rental. The 
movement of equipment from one site to another site shall be 
``continuous rental.''

                             (End of clause)

[59 FR 67026, Dec. 28, 1994]



Sec. 52.208-1--52.208-3  [Reserved]



Sec. 52.208-4  Vehicle Lease Payments.

    As prescribed in 8.1104(a), insert the following clause in 
solicitations and contracts for leasing motor vehicles, unless the motor 
vehicles are leased in foreign countries:

                    Vehicle Lease Payments (APR 1984)

    (a) Upon the submission of proper invoices or vouchers, the 
Government shall pay rent for each vehicle at the rate(s) specified in 
this contract.
    (b) Rent shall accrue from the beginning of this contract, or from 
the date each vehicle is delivered to the Government, whichever is 
later, and shall continue until the expiration of the contract term or 
the termination of this contract. However, rent shall accrue only for 
the period that each vehicle is in the possession of the Government.
    (c) Rent shall not accrue for any vehicle that the Contracting 
Officer determines does not comply with the Condition of Leased Vehicles 
clause of this contract or otherwise does not comply with the 
requirements of this contract, until the vehicle is replaced or the 
defects are corrected.
    (d) Rent shall not accrue for any vehicle during any period when the 
vehicle is unavailable or unusable as a result of the Contractor's 
failure to render services for the operation and maintenance of the 
vehicle as prescribed by this contract.
    (e) Rent stated in monthly terms shall be prorated on the basis of 
1/30th of the monthly rate for each day the vehicle is in the 
Government's possession. If this contract contains a mileage provision, 
the Government shall pay rent as provided in the Schedule.

                             (End of clause)



Sec. 52.208-5  Condition of Leased Vehicles.

    As prescribed in 8.1104(b), insert the following clause in 
solicitations and contracts for leasing motor vehicles, unless the motor 
vehicles are leased in foreign countries:

                 Condition of Leased Vehicles (APR 1984)

    Each vehicle furnished under this contract shall be of good quality 
and in safe operating condition, and shall comply with the Federal Motor 
Vehicle Safety Standards (49 CFR 571) and State safety regulations 
applicable to the vehicle. The Government shall accept or reject the 
vehicles promptly after receipt. If the Contracting Officer determines 
that any vehicle furnished is not in compliance with this contract, the 
Contracting Officer shall promptly inform the Contractor in writing. If 
the Contractor fails to replace the vehicle or correct the defects as 
required by the Contracting Officer, the Government may (a) by contract 
or otherwise, correct the defect or arrange for the lease of a similar 
vehicle and shall charge or set off against the Contractor any excess 
costs occasioned thereby, or (b) terminate the contract under the 
Default clause of this contract.

                             (End of clause)



Sec. 52.208-6  Marking of Leased Vehicles.

    As prescribed in 8.1104(c), insert the following clause in 
solicitations and contracts for leasing motor vehicles, unless the motor 
vehicles are leased in foreign countries:

                  Marking of Leased Vehicles (APR 1984)

    (a) The Government may place nonpermanent markings or decals, 
identifying the using agency, on each side, and on the front and rear 
bumpers, of any motor vehicle leased under this contract. The Government 
shall use markings or decals that are removable without damage to the 
vehicle.
    (b) The Contractor may use placards for temporary identification of 
vehicles except that the placards may not contain any references to the 
Contractor that may be construed as advertising or endorsement by the 
Government of the Contractor.

                             (End of clause)



Sec. 52.208-7  Tagging of Leased Vehicles.

    As prescribed in 8.1104(d), insert a clause substantially as 
follows:

                  Tagging of Leased Vehicles (MAY 1986)

    While it is the intent that vehicles leased under this contract will 
operate on Federal tags, the Government reserves the right to utilize 
State tags if necessary to accomplish its mission. Should State tags be 
required, the Contractor shall furnish the Government documentation 
necessary to allow acquisition of such tags. Federal tags are the 
responsibility of the Government.

                             (End of clause)

[51 FR 19717, May 30, 1986]

[[Page 39]]



Sec. 52.208-8  Required Sources for Helium and Helium Usage Data.

    As prescribed in 8.505, insert the following clause:

      Required Sources for Helium and Helium Usage Data (APR 2002)

    (a) Definitions.
    Bureau of Land Management, as used in this clause, means the 
Department of the Interior, Bureau of Land Management, Amarillo Field 
Office, Helium Operations, located at 801 South Fillmore Street, Suite 
500, Amarillo, TX 79101-3545.
    Federal helium supplier means a private helium vendor that has an 
in-kind crude helium sales contract with the Bureau of Land Management 
(BLM) and that is on the BLM Amarillo Field Office's Authorized List of 
Federal Helium Suppliers available via the Internet at http://
www.nm.blm.gov/www/amfo/amfo--home.html.
    Major helium requirement means an estimated refined helium 
requirement greater than 200,000 standard cubic feet (scf) (measured at 
14.7 pounds per square inch absolute pressure and 70 degrees Fahrenheit 
temperature) of gaseous helium or 7510 liters of liquid helium delivered 
to a helium use location per year.
    (b) Requirements--(1) Contractors must purchase major helium 
requirements from Federal helium suppliers, to the extent that supplies 
are available.
    (2) The Contractor shall provide to the Contracting Officer the 
following data within 10 days after the Contractor or subcontractor 
receives a delivery of helium from a Federal helium supplier--
    (i) The name of the supplier;
    (ii) The amount of helium purchased;
    (iii) The delivery date(s); and
    (iv) The location where the helium was used.
    (c) Subcontracts. The Contractor shall insert this clause, including 
this paragraph (c), in any subcontract or order that involves a major 
helium requirement.

                             (End of clause)

[67 FR 13064, Mar. 20, 2002]



Sec. 52.208-9  Contractor Use of Mandatory Sources of Supply or 

          Services.

    As prescribed in 8.004, insert the following clause:

  Contractor Use of Mandatory Sources of Supply or Services (OCT 2008)

    (a) Certain supplies or services to be provided under this contract 
for use by the Government are required by law to be obtained from 
nonprofit agencies participating in the program operated by the 
Committee for Purchase From People Who Are Blind or Severely Disabled 
(the Committee) under the Javits-Wagner-O'Day Act (41 U.S.C. 48). 
Additionally, certain of these supplies are available from the Defense 
Logistics Agency (DLA), the General Services Administration (GSA), or 
the Department of Veterans Affairs (VA). The Contractor shall obtain 
mandatory supplies or services to be provided for Government use under 
this contract from the specific sources indicated in the contract 
schedule.
    (b) The Contractor shall immediately notify the Contracting Officer 
if a mandatory source is unable to provide the supplies or services by 
the time required, or if the quality of supplies or services provided by 
the mandatory source is unsatisfactory. The Contractor shall not 
purchase the supplies or services from other sources until the 
Contracting Officer has notified the Contractor that the Committee or an 
AbilityOne central nonprofit agency has authorized purchase from other 
sources.
    (c) Price and delivery information for the mandatory supplies is 
available from the Contracting Officer for the supplies obtained through 
the DLA/GSA/VA distribution facilities. For mandatory supplies or 
services that are not available from DLA/GSA/VA, price and delivery 
information is available from the appropriate central nonprofit agency. 
Payments shall be made directly to the source making delivery. Points of 
contact for AbilityOne central nonprofit agencies are:
    (1) National Industries for the Blind, 1310 Braddock Place, 
Alexandria, VA 22314-1691, (703) 310-0500; and
    (2) NISH, 8401 Old Courthouse Road, Vienna, VA 22182, (571) 226-
4660.

                             (End of clause)

[61 FR 2631, Jan. 26, 1996, as amended at 61 FR 67430, Dec. 20, 1996; 66 
FR 65368, Dec. 18, 2001; 67 FR 56120, Aug. 30, 2002; 69 FR 34230, June 
18, 2004; 71 FR 36941, June 28, 2006; 73 FR 53995, Sept. 17, 2008]



Sec. 52.209-1  Qualification Requirements.

    As prescribed in 9.206-2, insert the following clause:

                  Qualification Requirements (FEB 1995)

    (a) Definition: Qualification Requirement, as used in this clause, 
means a Government requirement for testing or other quality assurance 
demonstration that must be completed before award.
    (b) One or more qualification requirements apply to the supplies or 
services covered by this contract. For those supplies or services 
requiring qualification, whether the covered product or service is an 
end item under this contract or simply a component of an end

[[Page 40]]

item, the product, manufacturer, or source must have demonstrated that 
it meets the standards prescribed for qualification before award of this 
contract. The product, manufacturer, or source must be qualified at the 
time of award whether or not the name of the product, manufacturer, or 
source is actually included on a qualified products list, qualified 
manufacturers list, or qualified bidders list. Offerors should contact 
the agency activity designated below to obtain all requirements that 
they or their products or services, or their subcontractors or their 
products or services, must satisfy to become qualified and to arrange 
for an opportunity to demonstrate their abilities to meet the standards 
specified for qualification.

(Name)__________________________________________________________________
(Address)_______________________________________________________________
    (c) If an offeror, manufacturer, source, product or service covered 
by a qualification requirement has already met the standards specified, 
the relevant information noted below should be provided.

Offeror's Name__________________________________________________________
Manufacturer's Name_____________________________________________________
Source's Name___________________________________________________________
Item Name_______________________________________________________________
Service Identification__________________________________________________
Test Number_____________________________________________________________
(to the extent known)
    (d) Even though a product or service subject to a qualification 
requirement is not itself an end item under this contract, the product, 
manufacturer, or source must nevertheless be qualified at the time of 
award of this contract. This is necessary whether the Contractor or a 
subcontractor will ultimately provide the product or service in 
question. If, after award, the Contracting Officer discovers that an 
applicable qualification requirement was not in fact met at the time of 
award, the Contracting Officer may either terminate this contract for 
default or allow performance to continue if adequate consideration is 
offered and the action is determined to be otherwise in the Government's 
best interests.
    (e) If an offeror, manufacturer, source, product or service has met 
the qualification requirement but is not yet on a qualified products 
list, qualified manufacturers list, or qualified bidders list, the 
offeror must submit evidence of qualification prior to award of this 
contract. Unless determined to be in the Government's interest, award of 
this contract shall not be delayed to permit an offeror to submit 
evidence of qualification.
    (f) Any change in location or ownership of the plant where a 
previously qualified product or service was manufactured or performed 
requires reevaluation of the qualification. Similarly, any change in 
location or ownership of a previously qualified manufacturer or source 
requires reevaluation of the qualification. The reevaluation must be 
accomplished before the date of award.

                             (End of clause)

[53 FR 34229, Sept. 2, 1988; 53 FR 36028, Sept. 16, 1988, as amended at 
59 FR 67056, Dec. 28, 1994]



Sec. 52.209-2  Prohibition on Contracting with Inverted Domestic 

          Corporations--Representation.

    As prescribed in 9.108-5, insert the following provision:

    Prohibition on Contracting With Inverted Domestic Corporations--
                        Representation (JUL 2009)

    (a) Definition. Inverted domestic corporation means a foreign 
incorporated entity which is treated as an inverted domestic corporation 
under 6 U.S.C. 395(b), i.e., a corporation that used to be incorporated 
in the United States, or used to be a partnership in the United States, 
but now is incorporated in a foreign country, or is a subsidiary whose 
parent corporation is incorporated in a foreign country, that meets the 
criteria specified in 6 U.S.C. 395(b), applied in accordance with the 
rules and definitions of 6 U.S.C. 395(c).
    (b) Relation to Internal Revenue Code. A foreign entity that is 
treated as an inverted domestic corporation for purposes of the Internal 
Revenue Code at 26 U.S.C. 7874 (or would be except that the inversion 
transactions were completed on or before March 4, 2003), is also an 
inverted domestic corporation for purposes of 6 U.S.C. 395 and for this 
solicitation provision (see FAR 9.108).
    (c) Representation. By submission of its offer, the offeror 
represents that it is not an inverted domestic corporation and is not a 
subsidiary of one.

                           (End of provision)

[74 FR 31564, July 1, 2009]



Sec. 52.209-3  First Article Approval--Contractor Testing.

    As prescribed in 9.308-1 (a) and (b), insert the following clause:

[[Page 41]]

          First Article Approval--Contractor Testing (SEP 1989)

               [Contracting Officer shall insert details]

    (a) The Contractor shall test -- unit(s) of Lot/Item -- as specified 
in this contract. At least -- calendar days before the beginning of 
first article tests, the Contractor shall notify the Contracting 
Officer, in writing, of the time and location of the testing so that the 
Government may witness the tests.
    (b) The Contractor shall submit the first article test report within 
-- calendar days from the date of this contract to -- [insert address of 
the Government activity to receive the report] marked ``FIRST ARTICLE 
TEST REPORT: Contract No. ----, Lot/Item No. ----.'' Within -- calendar 
days after the Government receives the test report, the Contracting 
Officer shall notify the Contractor, in writing, of the conditional 
approval, approval, or disapproval of the first article. The notice of 
conditional approval or approval shall not relieve the Contractor from 
complying with all requirements of the specifications and all other 
terms and conditions of this contract. A notice of conditional approval 
shall state any further action required of the Contractor. A notice of 
disapproval shall cite reasons for the disapproval.
    (c) If the first article is disapproved, the Contractor, upon 
Government request, shall repeat any or all first article tests. After 
each request for additional tests, the Contractor shall make any 
necessary changes, modifications, or repairs to the first article or 
select another first article for testing. All costs related to these 
tests are to be borne by the Contractor, including any and all costs for 
additional tests following a disapproval. The Contractor shall then 
conduct the tests and deliver another report to the Government under the 
terms and conditions and within the time specified by the Government. 
The Government shall take action on this report within the time 
specified in paragraph (b) above. The Government reserves the right to 
require an equitable adjustment of the contract price for any extension 
of the delivery schedule, or for any additional costs to the Government 
related to these tests.
    (d) If the Contractor fails to deliver any first article report on 
time, or the Contracting Officer disapproves any first article, the 
Contractor shall be deemed to have failed to make delivery within the 
meaning of the Default clause of this contract.
    (e) Unless otherwise provided in the contract, and if the approved 
first article is not consumed or destroyed in testing, the Contractor 
may deliver the approved first article as part of the contract quantity 
if it meets all contract requirements for acceptance.
    (f) If the Government does not act within the time specified in 
paragraph (b) or (c) above, the Contracting Officer shall, upon timely 
written request from the Contractor, equitably adjust under the Changes 
clause of this contract the delivery or performance dates and/or the 
contract price, and any other contractual term affected by the delay.
    (g) Before first article approval, the acquisition of materials or 
components for, or the commencement of production of, the balance of the 
contract quantity is at the sole risk of the Contractor. Before first 
article approval, the costs thereof shall not be allocable to this 
contract for (1) progress payments, or (2) termination settlements if 
the contract is terminated for the convenience of the Government.
    (h) The Government may waive the requirement for first article 
approval test where supplies identical or similar to those called for in 
the schedule have been previously furnished by the offeror/contractor 
and have been accepted by the Government. The offeror/contractor may 
request a waiver.

                             (End of clause)

    Alternate I (JAN 1997). As prescribed in 9.308-1 (a)(2) and (b)(2), 
add the following paragraph (i) to the basic clause:

    (i) The Contractor shall produce both the first article and the 
production quantity at the same facility.

    Alternate II (SEP 1989). As prescribed in 9.308-1 (a)(3) and (b)(3), 
substitute the following paragraph (g) for paragraph (g) of the basic 
clause:

    (g) Before first article approval, the Contracting Officer may, by 
written authorization, authorize the Contractor to acquire specific 
materials or components or to commence production to the extent 
essential to meet the delivery schedules. Until first article approval 
is granted, only costs for the first article and costs incurred under 
this authorization are allocable to this contract for (1) progress 
payments, or (2) termination settlements if the contract is terminated 
for the convenience of the Government. If first article tests reveal 
deviations from contract requirements, the Contractor shall, at the 
location designated by the Government, make the required changes or 
replace all items produced under this contract at no change in the 
contract price.

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 34757, Aug. 21, 1989; 
55 FR 25531, June 21, 1990; 62 FR 238, Jan. 2, 1997]



Sec. 52.209-4  First Article Approval--Government Testing.

    As prescribed in 9.308-2 (a) and (b), insert the following clause:

[[Page 42]]

          First Article Approval--Government Testing (SEP 1989)

               [Contracting Officer shall insert details]

    (a) The Contractor shall deliver -- units(s) of Lot/Item ---- within 
-- calendar days from the date of this contract to the Government at --
---- [insert name and address of the testing facility] for first article 
tests. The shipping documentation shall contain this contract number and 
the Lot/Item identification. The characteristics that the first article 
must meet and the testing requirements are specified elsewhere in this 
contract.
    (b) Within -- calendar days after the Government receives the first 
article, the Contracting Officer shall notify the Contractor, in 
writing, of the conditional approval, approval, or disapproval of the 
first article. The notice of conditional approval or approval shall not 
relieve the Contractor from complying with all requirements of the 
specifications and all other terms and conditions of this contract. A 
notice of conditional approval shall state any further action required 
of the Contractor. A notice of disapproval shall cite reasons for the 
disapproval.
    (c) If the first article is disapproved, the Contractor, upon 
Government request, shall submit an additional first article for 
testing. After each request, the Contractor shall make any necessary 
changes, modifications, or repairs to the first article or select 
another first article for testing. All costs related to these tests are 
to be borne by the Contractor, including any and all costs for 
additional tests following a disapproval. The Contractor shall furnish 
any additional first article to the Government under the terms and 
conditions and within the time specified by the Government. The 
Government shall act on this first article within the time limit 
specified in paragraph (b) above. The Government reserves the right to 
require an equitable adjustment of the contract price for any extension 
of the delivery schedule or for any additional costs to the Government 
related to these tests.
    (d) If the Contractor fails to deliver any first article on time, or 
the Contracting Officer disapproves any first article, the Contractor 
shall be deemed to have failed to make delivery within the meaning of 
the Default clause of this contract.
    (e) Unless otherwise provided in the contract, the Contractor--
    (1) May deliver the approved first article as a part of the contract 
quantity, provided it meets all contract requirements for acceptance and 
was not consumed or destroyed in testing; and
    (2) Shall remove and dispose of any first article from the 
Government test facility at the Contractor's expense.
    (f) If the Government does not act within the time specified in 
paragraph (b) or (c) above, the Contracting Officer shall, upon timely 
written request from the Contractor, equitably adjust under the Changes 
clause of this contract the delivery or performance dates and/or the 
contract price, and any other contractual term affected by the delay.
    (g) The Contractor is responsible for providing operating and 
maintenance instructions, spare parts support, and repair of the first 
article during any first article test.
    (h) Before first article approval, the acquisition of materials or 
components for, or the commencement of production of, the balance of the 
contract quantity is at the sole risk of the Contractor. Before first 
article approval, the costs thereof shall not be allocable to this 
contract for (1) progress payments, or (2) termination settlements if 
the contract is terminated for the convenience of the Government.
    (i) The Government may waive the requirement for first article 
approval test where supplies identical or similar to those called for in 
the schedule have been previously furnished by the Offeror/Contractor 
and have been accepted by the Government. The Offeror/Contractor may 
request a waiver.

                             (End of clause)

    Alternate I (JAN 1997). As prescribed in 9.308-2 (a)(2) and (b)(2), 
add the following paragraph (j) to the basic clause:

    (j) The Contractor shall produce both the first article and the 
production quantity at the same facility.

    Alternate II (SEP 1989). As prescribed in 9.308-2 (a)(3) and (b)(3) 
substitute the following paragraph (h) for paragraph (h) of the basic 
clause:

    (h) Before first article approval, the Contracting Officer may, by 
written authorization, authorize the Contractor to acquire specific 
materials or components or to commence production to the extent 
essential to meet the delivery schedules. Until first article approval 
is granted, only costs for the first article and costs incurred under 
this authorization are allocable to this contract for (1) progress 
payments, or (2) termination settlements if the contract is terminated 
for the convenience of the Government. If first article tests reveal 
deviations from contract requirements, the Contractor shall, at the 
location designated by the Government, make the required changes or 
replace all items produced under this contract at no change in the 
contract price.

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 34757, Aug. 21, 1989; 
62 FR 238, Jan. 2, 1997]

[[Page 43]]



Sec. 52.209-5  Certification Regarding Responsibility Matters.

    As prescribed in 9.104-7(a), insert the following provision:

        Certification Regarding Responsibility Matters (APR 2010)

    (a)(1) The Offeror certifies, to the best of its knowledge and 
belief, that--
    (i) The Offeror and/or any of its Principals--
    (A) Are ( ) are not ( ) presently debarred, suspended, proposed for 
debarment, or declared ineligible for the award of contracts by any 
Federal agency;
    (B) Have ( ) have not ( ), within a three-year period preceding this 
offer, been convicted of or had a civil judgment rendered against them 
for: commission of fraud or a criminal offense in connection with 
obtaining, attempting to obtain, or performing a public (Federal, State, 
or local) contract or subcontract; violation of Federal or State 
antitrust statutes relating to the submission of offers; or commission 
of embezzlement, theft, forgery, bribery, falsification or destruction 
of records, making false statements, tax evasion, violating Federal 
criminal tax laws, or receiving stolen property (if offeror checks 
``have'', the offeror shall also see 52.209-7, if included in this 
solicitation);
    (C) Are ( ) are not ( ) presently indicted for, or otherwise 
criminally or civilly charged by a governmental entity with, commission 
of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this 
provision; and
    (D) Have [squ] , have not [squ] ,within a three-year period 
preceding this offer, been notified of any delinquent Federal taxes in 
an amount that exceeds $3,000 for which the liability remains 
unsatisfied.
    (1) Federal taxes are considered delinquent if both of the following 
criteria apply:
    (i) The tax liability is finally determined. The liability is 
finally determined if it has been assessed. A liability is not finally 
determined if there is a pending administrative or judicial challenge. 
In the case of a judicial challenge to the liability, the liability is 
not finally determined until all judicial appeal rights have been 
exhausted.
    (ii) The taxpayer is delinquent in making payment. A taxpayer is 
delinquent if the taxpayer has failed to pay the tax liability when full 
payment was due and required. A taxpayer is not delinquent in cases 
where enforced collection action is precluded.
    (2) Examples. (i) The taxpayer has received a statutory notice of 
deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek 
Tax Court review of a proposed tax deficiency. This is not a delinquent 
tax because it is not a final tax liability. Should the taxpayer seek 
Tax Court review, this will not be a final tax liability until the 
taxpayer has exercised all judicial appeal rights.
    (ii) The IRS has filed a notice of Federal tax lien with respect to 
an assessed tax liability, and the taxpayer has been issued a notice 
under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with 
the IRS Office of Appeals contesting the lien filing, and to further 
appeal to the Tax Court if the IRS determines to sustain the lien 
filing. In the course of the hearing, the taxpayer is entitled to 
contest the underlying tax liability because the taxpayer has had no 
prior opportunity to contest the liability. This is not a delinquent tax 
because it is not a final tax liability. Should the taxpayer seek tax 
court review, this will not be a final tax liability until the taxpayer 
has exercised all judicial appeal rights.
    (iii) The taxpayer has entered into an installment agreement 
pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments 
and is in full compliance with the agreement terms. The taxpayer is not 
delinquent because the taxpayer is not currently required to make full 
payment.
    (iv) The taxpayer has filed for bankruptcy protection. The taxpayer 
is not delinquent because enforced collection action is stayed under 11 
U.S.C. 362 (the Bankruptcy Code).
    (ii) The Offeror has ( ) has not ( ), within a 3-year period 
preceding this offer, had one or more contracts terminated for default 
by any Federal agency.
    (2) Principal, for the purposes of this certification, means an 
officer, director, owner, partner, or a person having primary management 
or supervisory responsibilities within a business entity (e.g., general 
manager; plant manager; head of a division or business segment; and 
similar positions).
    (b) The Offeror shall provide immediate written notice to the 
Contracting Officer if, at any time prior to contract award, the Offeror 
learns that its certification was erroneous when submitted or has become 
erroneous by reason of changed circumstances.
    (c) A certification that any of the items in paragraph (a) of this 
provision exists will not necessarily result in withholding of an award 
under this solicitation. However, the certification will be considered 
in connection with a determination of the Offeror's responsibility. 
Failure of the Offeror to furnish a certification or provide such 
additional information as requested by the Contracting Officer may 
render the Offeror nonresponsible.
    (d) Nothing contained in the foregoing shall be construed to require 
establishment of a system of records in order to render, in good faith, 
the certification required by paragraph (a) of this provision. The 
knowledge and information of an Offeror is not required to exceed that 
which is normally possessed by a prudent person in the ordinary course 
of business dealings.
    (e) The certification in paragraph (a) of this provision is a 
material representation of fact upon which reliance was placed when

[[Page 44]]

making award. If it is later determined that the Offeror knowingly 
rendered an erroneous certification, in addition to other remedies 
available to the Government, the Contracting Officer may terminate the 
contract resulting from this solicitation for default.

                           (End of provision)

[54 FR 19827, May 8, 1989, as amended at 61 FR 2633, Jan. 26, 1996; 65 
FR 80265, Dec. 20, 2000; 66 FR 17756, Apr. 3, 2001; 66 FR 66986, 66990, 
Dec. 27, 2001; 73 FR 21798, Apr. 22, 2008; 73 FR 67092, Nov. 12, 2008; 
75 FR 14066, Mar. 23, 2010]



Sec. 52.209-6  Protecting the Government's Interest When Subcontracting 

          With Contractors Debarred, Suspended, or Proposed for 

          Debarment.

    As prescribed in 9.409, insert the following clause:

     Protecting the Government's Interest When Subcontracting With 
  Contractors Debarred, Suspended, or Proposed for Debarment (SEP 2006)

    (a) The Government suspends or debars Contractors to protect the 
Government's interests. The Contractor shall not enter into any 
subcontract in excess of $30,000 with a Contractor that is debarred, 
suspended, or proposed for debarment unless there is a compelling reason 
to do so.
    (b) The Contractor shall require each proposed first-tier 
subcontractor, whose subcontract will exceed $30,000, to disclose to the 
Contractor, in writing, whether as of the time of award of the 
subcontract, the subcontractor, or its principals, is or is not 
debarred, suspended, or proposed for debarment by the Federal 
Government.
    (c) A corporate officer or a designee of the Contractor shall notify 
the Contracting Officer, in writing, before entering into a subcontract 
with a party that is debarred, suspended, or proposed for debarment (see 
FAR 9.404 for information on the Excluded Parties List System. The 
notice must include the following:
    (1) The name of the subcontractor.
    (2) The Contractor's knowledge of the reasons for the subcontractor 
being in the Excluded Parties List System.
    (3) The compelling reason(s) for doing business with the 
subcontractor notwithstanding its inclusion in the Excluded Parties List 
System.
    (4) The systems and procedures the Contractor has established to 
ensure that it is fully protecting the Government's interests when 
dealing with such subcontractor in view of the specific basis for the 
party's debarment, suspension, or proposed debarment.

                             (End of clause)

[56 FR 29138, June 25, 1991, as amended at 57 FR 44269, Sept. 24, 1992; 
60 FR 33066, June 26, 1995; 60 FR 34761, July 3, 1995; 69 FR 76349, Dec. 
20, 2004; 71 FR 57369, Sept. 28, 2006; 74 FR 65615, Dec. 10, 2009]



Sec. 52.209-7  Information Regarding Responsibility Matters.

    As prescribed at 9.104-7(b), insert the following provision:

         Information Regarding Responsibility Matters (APR 2010)

    (a) Definitions. As used in this provision--
    Administrative proceeding means a non-judicial process that is 
adjudicatory in nature in order to make a determination of fault or 
liability (e.g., Securities and Exchange Commission Administrative 
Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed 
Services Board of Contract Appeals Proceedings). This includes 
administrative proceedings at the Federal and State level but only in 
connection with performance of a Federal contract or grant. It does not 
include agency actions such as contract audits, site visits, corrective 
plans, or inspection of deliverables.
    Federal contracts and grants with total value greater than 
$10,000,000 means--
    (1) The total value of all current, active contracts and grants, 
including all priced options; and
    (2) The total value of all current, active orders including all 
priced options under indefinite-delivery, indefinite-quantity, 8(a), or 
requirements contracts (including task and delivery and multiple-award 
Schedules).
    (b) The offeror [ ] has [ ] does not have current active Federal 
contracts and grants with total value greater than $10,000,000.
    (c) If the offeror checked ``has'' in paragraph (b) of this 
provision, the offeror represents, by submission of this offer, that the 
information it has entered in the Federal Awardee Performance and 
Integrity Information System (FAPIIS) is current, accurate, and complete 
as of the date of submission of this offer with regard to the following 
information:
    (1) Whether the offeror, and/or any of its principals, has or has 
not, within the last five years, in connection with the award to or 
performance by the offeror of a Federal contract or grant, been the 
subject of a proceeding, at the Federal or State level that resulted in 
any of the following dispositions:
    (i) In a criminal proceeding, a conviction.
    (ii) In a civil proceeding, a finding of fault and liability that 
results in the payment of a monetary fine, penalty, reimbursement, 
restitution, or damages of $5,000 or more.
    (iii) In an administrative proceeding, a finding of fault and 
liability that results in--

[[Page 45]]

    (A) The payment of a monetary fine or penalty of $5,000 or more; or
    (B) The payment of a reimbursement, restitution, or damages in 
excess of $100,000.
    (iv) In a criminal, civil, or administrative proceeding, a 
disposition of the matter by consent or compromise with an 
acknowledgment of fault by the Contractor if the proceeding could have 
led to any of the outcomes specified in paragraphs (c)(1)(i), 
(c)(1)(ii), or (c)(1)(iii) of this provision.
    (2) If the offeror has been involved in the last five years in any 
of the occurrences listed in (c)(1) of this provision, whether the 
offeror has provided the requested information with regard to each 
occurrence.
    (d) The offeror shall enter the information in paragraphs (c)(1)(i) 
through (c)(1)(iv) of this provision in FAPIIS as required through 
maintaining an active registration in the Central Contractor 
Registration database at http://www.ccr.gov (see 52.204-7).
    Principal means an officer, director, owner, partner, or a person 
having primary management or supervisory responsibilities within a 
business entity (e.g., general manager; plant manager; head of a 
division or business segment; and similar positions).

                           (End of provision)

[75 FR 14067, Mar. 23, 2010]



Sec. 52.209-8  Updates of Information Regarding Responsibility Matters.

    As prescribed at 9.104-7(c), insert the following clause:

   Updates of Information Regarding Responsibility Matters (APR 2010)

    (a) The Contractor shall update the information in the Federal 
Awardee Performance and Integrity Information System (FAPIIS) on a semi-
annual basis, throughout the life of the contract, by entering the 
required information in the Central Contractor Registration database at 
http://www.ccr.gov (see 52.204-7).
    (b)(1) The Contractor will receive notification when the Government 
posts new information to the Contractor's record.
    (2) The Contractor will have an opportunity to post comments 
regarding information that has been posted by the Government. The 
comments will be retained as long as the associated information is 
retained, i.e., for a total period of 6 years. Contractor comments will 
remain a part of the record unless the Contractor revises them.
    (3) With the exception of the Contractor, only Government personnel 
and authorized users performing business on behalf of the Government 
will be able to view the Contractor's record in the system. Public 
requests for system information will be handled under Freedom of 
Information Act procedures, including, where appropriate, procedures 
promulgated under E.O. 12600.

                             (End of clause)

[75 FR 14067, Mar. 23, 2010]



Sec. 52.211-1  Availability of Specifications Listed in the GSA Index of 

          Federal Specifications, Standards and Commercial Item 

          Descriptions, FPMR Part 101-29.

    As prescribed in 11.204(a), insert the following provision:

   Availability of Specifications Listed in the GSA Index of Federal 
 Specifications, Standards and Commercial Item Descriptions, FPMR Part 
                            101-29 (AUG 1998)

    (a) The GSA Index of Federal Specifications, Standards and 
Commercial Item Descriptions, FPMR Part 101-29, and copies of 
specifications, standards, and commercial item descriptions cited in 
this solicitation may be obtained for a fee by submitting a request to--
GSA Federal Supply Service, Specifications Section, Suite 8100, 470 East 
L'Enfant Plaza, SW, Washington, DC 20407, Telephone (202) 619-8925, 
Facsimile (202) 619-8978.
    (b) If the General Services Administration, Department of 
Agriculture, or Department of Veterans Affairs issued this solicitation, 
a single copy of specifications, standards, and commercial item 
descriptions cited in this solicitation may be obtained free of charge 
by submitting a request to the addressee in paragraph (a) of this 
provision. Additional copies will be issued for a fee.

                           (End of provision)

[63 FR 34063, June 22, 1998]



Sec. 52.211-2  Availability of Specifications, Standards, and Data Item 

          Descriptions Listed in the Acquisition Streamlining and 

          Standardization Information System (ASSIST).

    As prescribed in 11.204(b), insert the following provision:

 Availability of Specifications, Standards, and Data Item Descriptions 
 Listed in the Acquisition Streamlining and Standardization Information 
                       System (ASSIST) (JAN 2006)

    (a) Most unclassified Defense specifications and standards may be 
downloaded from the following ASSIST websites:
    (1) ASSIST (http://assist.daps.dla.mil);
    (2) Quick Search (http://assist.daps.dla.mil/quicksearch);
    (3) ASSISTdocs.com (http://assistdocs.com).

[[Page 46]]

    (b) Documents not available from ASSIST may be ordered from the 
Department of Defense Single Stock Point (DoDSSP) by--
    (1) Using the ASSIST Shopping Wizard (http://assist.daps.dla.mil/
wizard);
    (2) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-
Fri, 0730 to 1600 EST; or
    (3) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, 
Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile 
(215) 697-1462.

                           (End of provision)

[71 FR 228, Jan. 3, 2006]



Sec. 52.211-3  Availability of Specifications Not Listed in the GSA 

          Index of Federal Specifications, Standards and Commercial Item 

          Descriptions.

    As prescribed in 11.204(c), insert a provision substantially the 
same as the following:

 Availability of Specifications Not Listed in the GSA Index of Federal 
  Specifications, Standards and Commercial Item Descriptions (JUN 1988)

    The specifications cited in this solicitation may be obtained from:
(Activity) address)_____________________________________________________
________________________________________________________________________
________________________________________________________________________
(Telephone number)______________________________________________________
(Person to be contacted)________________________________________________
    The request should identify the solicitation number and the 
specification requested by date, title, and number, as cited in the 
solicitation.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 53 FR 17860, May 18, 1988. 
Redesignated and amended at 60 FR 48251, 48256, Sept. 18, 1995; 61 FR 
31663, June 20, 1996]



Sec. 52.211-4  Availability for Examination of Specifications Not Listed 

          in the GSA Index of Federal Specifications, Standards and 

          Commercial Item Descriptions.

    As prescribed in 11.204(d), insert a provision substantially the 
same as the following:

  Availability for Examination of Specifications Not Listed in the GSA 
     Index of Federal Specifications, Standards and Commercial Item 
                         Descriptions (JUN 1988)

    The specifications cited in this solicitation are not available for 
distribution. However, they may be examined at the following 
location(s):
(ACTIVITY)______________________________________________________________
(COMPLETE ADDRESS)______________________________________________________
________________________________________________________________________
________________________________________________________________________
(TELEPHONE NUMBER)______________________________________________________
(PERSON TO BE CONTACTED)________________________________________________
(TIME(S) FOR VIEWING)___________________________________________________

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 53 FR 17860, May 18, 1988. 
Redesignated and amended at 60 FR 48251, 48256, Sept. 18, 1995; 61 FR 
67430, Dec. 20, 1996]



Sec. 52.211-5  Material Requirements.

    As prescribed in 11.304, insert the following clause:

                    Material Requirements (AUG 2000)

    (a) Definitions. As used in this clause--
    New means composed of previously unused components, whether 
manufactured from virgin material, recovered material in the form of raw 
material, or materials and by-products generated from, and reused 
within, an original manufacturing process; provided that the supplies 
meet contract requirements, including but not limited to, performance, 
reliability, and life expectancy.
    Reconditioned means restored to the original normal operating 
condition by readjustments and material replacement.
    Recovered material means waste materials and by-products recovered 
or diverted from solid waste, but the term does not include those 
materials and by-products generated from, and commonly reused within, an 
original manufacturing process.
    Remanufactured means factory rebuilt to original specifications.
    Virgin material means--
    (1) Previously unused raw material, including previously unused 
copper, aluminum, lead, zinc, iron, other metal or metal ore; or
    (2) Any undeveloped resource that is, or with new technology will 
become, a source of raw materials.
    (b) Unless this contract otherwise requires virgin material or 
supplies composed of or manufactured from virgin material, the 
Contractor shall provide supplies that are new, reconditioned, or 
remanufactured, as defined in this clause.
    (c) A proposal to provide unused former Government surplus property 
shall include a complete description of the material, the quantity, the 
name of the Government agency from which acquired, and the date of 
acquisition.
    (d) A proposal to provide used, reconditioned, or remanufactured 
supplies shall include a detailed description of such supplies

[[Page 47]]

and shall be submitted to the Contracting Officer for approval.
    (e) Used, reconditioned, or remanufactured supplies, or unused 
former Government surplus property, may be used in contract performance 
if the Contractor has proposed the use of such supplies, and the 
Contracting Officer has authorized their use.

                             (End of clause)

[62 FR 44812, Aug. 22, 1997, as amended at 65 FR 36021, June 6, 2000]



Sec. 52.211-6  Brand name or equal.

    As prescribed in 11.107(a), insert the following provision:

                     Brand Name or Equal (AUG 1999)

    (a) If an item in this solicitation is identified as ``brand name or 
equal,'' the purchase description reflects the characteristics and level 
of quality that will satisfy the Government's needs. The salient 
physical, functional, or performance characteristics that ``equal'' 
products must meet are specified in the solicitation.
    (b) To be considered for award, offers of ``equal'' products, 
including ``equal'' products of the brand name manufacturer, must--
    (1) Meet the salient physical, functional, or performance 
characteristic specified in this solicitation;
    (2) Clearly identify the item by--
    (i) Brand name, if any; and
    (ii) Make or model number;
    (3) Include descriptive literature such as illustrations, drawings, 
or a clear reference to previously furnished descriptive data or 
information available to the Contracting Officer; and
    (4) Clearly describe any modifications the offeror plans to make in 
a product to make it conform to the solicitation requirements. Mark any 
descriptive material to clearly show the modifications.
    (c) The Contracting Officer will evaluate ``equal'' products on the 
basis of information furnished by the offeror or identified in the offer 
and reasonably available to the Contracting Officer. The Contracting 
Officer is not responsible for locating or obtaining any information not 
identified in the offer.
    (d) Unless the offeror clearly indicates in its offer that the 
product being offered is an ``equal'' product, the offeror shall provide 
the brand name product referenced in the solicitation.

                           (End of provision)

[64 FR 32742, June 17, 1999, as amended at 64 FR 51850, Sept. 24, 1999; 
64 FR 53264, Oct. 1, 1999]



Sec. 52.211-7  Alternatives to Government-unique standards.

    As prescribed in 11.107(b), insert the following provision:

         Alternatives to Government-Unique Standards (NOV 1999)

    (a) This solicitation includes Government-unique standards. The 
offeror may propose voluntary consensus standards that meet the 
Government's requirements as alternatives to the Government-unique 
standards. The Government will accept use of the voluntary consensus 
standard instead of the Government-unique standard if it meets the 
Government's requirements unless inconsistent with law or otherwise 
impractical.
    (b) If an alternative standard is proposed, the offeror must furnish 
data and/or information regarding the alternative in sufficient detail 
for the Government to determine if it meets the Government's 
requirements. Acceptance of the alternative standard is a unilateral 
decision made solely at the discretion of the Government.
    (c) Offers that do not comply with the Government-unique standards 
specified in this solicitation may be determined to be nonresponsive or 
unacceptable. The offeror may submit an offer that complies with the 
Government-unique standards specified in this solicitation, in addition 
to any proposed alternative standard(s).

                           (End of provision)

[64 FR 51853, Sept. 24, 1999]



Sec. 52.211-8  Time of Delivery.

    As prescribed in 11.404(a)(2), insert the following clause:

                       Time of Delivery (JUN 1997)

    (a) The Government requires delivery to be made according to the 
following schedule:

                       REQUIRED DELIVERY SCHEDULE
              [Contracting Officer insert specific details]
------------------------------------------------------------------------
                                                  WITHIN DAYS AFTER DATE
        ITEM NO.                 QUANTITY               OF CONTRACT
------------------------------------------------------------------------
----------               ----------               ----------
----------               ----------               ----------
----------               ----------               ----------
------------------------------------------------------------------------

    The Government will evaluate equally, as regards time of delivery, 
offers that propose delivery of each quantity within the applicable 
delivery period specified above. Offers that propose delivery that will 
not clearly fall within the applicable required delivery period 
specified above, will be considered nonresponsive and rejected. The 
Government reserves the right to award under either the

[[Page 48]]

required delivery schedule or the proposed delivery schedule, when an 
offeror offers an earlier delivery schedule than required above. If the 
offeror proposes no other delivery schedule, the required delivery 
schedule above will apply.

                  OFFEROR'S PROPOSED DELIVERY SCHEDULE
------------------------------------------------------------------------
                                                  WITHIN DAYS AFTER DATE
        ITEM NO.                 QUANTITY               OF CONTRACT
------------------------------------------------------------------------
----------               ----------               ----------
----------               ----------               ----------
----------               ----------               ----------
------------------------------------------------------------------------

    (b) Attention is directed to the Contract Award provision of the 
solicitation that provides that a written award or acceptance of offer 
mailed, or otherwise furnished to the successful offeror, results in a 
binding contract. The Government will mail or otherwise furnish to the 
offeror an award or notice of award not later than the day award is 
dated. Therefore, the offeror should compute the time available for 
performance beginning with the actual date of award, rather than the 
date the written notice of award is received from the Contracting 
Officer through the ordinary mails. However, the Government will 
evaluate an offer that proposes delivery based on the Contractor's date 
of receipt of the contract or notice of award by adding (1) five 
calendar days for delivery of the award through the ordinary mails, or 
(2) one working day if the solicitation states that the contract or 
notice of award will be transmitted electronically. (The term working 
day excludes weekends and U.S. Federal holidays.) If, as so computed, 
the offered delivery date is later than the required delivery date, the 
offer will be considered nonresponsive and rejected.

                             (End of clause)

    Alternate I (APR 1984). If the delivery schedule is expressed in 
terms of specific calendar dates or specific periods and is based on an 
assumed date of award, the contracting officer may substitute the 
following paragraph (b) for paragraph (b) of the basic clause. The time 
may be expressed by substituting on or before; during the months ------
--------------; or not sooner than ---------------- or later than ------
------------ as headings for the third column of paragraph (a) the basic 
clause.

    (b) The delivery dates or specific periods above are based on the 
assumption that the Government will make award by ---- [Contracting 
Officer insert date]. Each delivery date in the delivery schedule above 
will be extended by the number of calendar days after the above date 
that the contract is in fact awarded. Attention is directed to the 
Contract Award provision of the solicitation that provides that a 
written award or acceptance of offer mailed or otherwise furnished to 
the successful offeror results in a binding contract. Therefore, the 
offeror should compute the time available for performance beginning with 
the actual date of award, rather than the date the written notice of 
award is received from the Contracting Officer through the ordinary 
mails.

    Alternate II (APR 1984). If the delivery schedule is expressed in 
terms of specific calendar dates or specific periods and is based on an 
assumed date the contractor will receive notice of award, the 
contracting officer may substitute the following paragraph (b) for 
paragraph (b) of the basic clause. The time may be expressed by 
substituting within days after the date of receipt of a written notice 
of award as the heading for the third column of paragraph (a) of the 
basic clause.

    (b) The delivery dates or specific periods above are based on the 
assumption that the successful offeror will receive notice of award by 
---- [Contracting Officer insert date]. Each delivery date in the 
delivery schedule above will be extended by the number of calendar days 
after the above date that the Contractor receives notice of award; 
provided, that the Contractor promptly acknowledges receipt of notice of 
award.

    Alternate III (APR 1984). If the delivery schedule is to be based on 
the actual date the contractor receives a written notice of award, the 
contracting officer may delete paragraph (b) of the basic clause. The 
time may be expressed by substituting within days after the date of 
receipt of a written notice of award as the heading for the third column 
of paragraph (a) of the basic clause.

[48 FR 42478, Sept. 19, 1983, as amended at 56 FR 41732, Aug. 22, 1991; 
60 FR 34739, July 3, 1995. Redesignated and amended at 60 FR 48251, 
48256, Sept. 18, 1995; 62 FR 40238, July 25, 1997]



Sec. 52.211-9  Desired and Required Time of Delivery.

    As prescribed in 11.404(a)(3), insert the following clause:

[[Page 49]]

            Desired and Required Time of Delivery (JUN 1997)

    (a) The Government desires delivery to be made according to the 
following schedule:

                        DESIRED DELIVERY SCHEDULE
              [Contracting Officer insert specific details]
------------------------------------------------------------------------
                                                  WITHIN DAYS AFTER DATE
        ITEM NO.                 QUANTITY               OF CONTRACT
------------------------------------------------------------------------
--------                 --------                 --------
--------                 --------                 --------
--------                 --------                 --------
------------------------------------------------------------------------

    If the offeror is unable to meet the desired delivery schedule, it 
may, without prejudicing evaluation of its offer, propose a delivery 
schedule below. However, the offeror's proposed delivery schedule must 
not extend the delivery period beyond the time for delivery in the 
Government's required delivery schedule as follows:

                       REQUIRED DELIVERY SCHEDULE
              [Contracting Officer insert specific details]
------------------------------------------------------------------------
                                                  WITHIN DAYS AFTER DATE
        ITEM NO.                 QUANTITY               OF CONTRACT
------------------------------------------------------------------------
----------               ----------               ----------
----------               ----------               ----------
----------               ----------               ----------
------------------------------------------------------------------------

    Offers that propose delivery of a quantity under such terms or 
conditions that delivery will not clearly fall within the applicable 
required delivery period specified above, will be considered 
nonresponsive and rejected. If the offeror proposes no other delivery 
schedule, the desired delivery schedule above will apply.

                  OFFEROR'S PROPOSED DELIVERY SCHEDULE
------------------------------------------------------------------------
                                                  WITHIN DAYS AFTER DATE
        ITEM NO.                 QUANTITY               OF CONTRACT
------------------------------------------------------------------------
----------               ----------               ----------
----------               ----------               ----------
----------               ----------               ----------
------------------------------------------------------------------------

    (b) Attention is directed to the Contract Award provision of the 
solicitation that provides that a written award or acceptance of offer 
mailed or otherwise furnished to the successful offeror results in a 
binding contract. The Government will mail or otherwise furnish to the 
offeror an award or notice of award not later than the day the award is 
dated. Therefore, the offeror shall compute the time available for 
performance beginning with the actual date of award, rather than the 
date the written notice of award is received from the Contracting 
Officer through the ordinary mails. However, the Government will 
evaluate an offer that proposes delivery based on the Contractor's date 
of receipt of the contract or notice of award by adding (1) five 
calendar days for delivery of the award through the ordinary mails, or 
(2) one working day if the solicitation states that the contract or 
notice of award will be transmitted electronically. (The term working 
day excludes weekends and U.S. Federal holidays.) If, as so computed, 
the offered delivery date is later than the required delivery date, the 
offer will be considered nonresponsive and rejected.

                             (End of clause)

    Alternate I (APR 1984). If the delivery schedule is expressed in 
terms of specific calendar dates or specific periods and is based on an 
assumed date of award, the contracting officer may substitute the 
following paragraph (b) for paragraph (b) of the basic clause. The time 
may be expressed by substituting on or before; during the months ----; 
or not sooner than ----, or later than ---- as headings for the third 
column of paragraph (a) of the basic clause.

    (b) The delivery dates or specific periods above are based on the 
assumption that the Government will make award by ---- [Contracting 
Officer insert date]. Each delivery date in the delivery schedule above 
will be extended by the number of calendar days after the above date 
that the contract is in fact awarded. Attention is directed to the 
Contract Award provision of the solicitation that provides that a 
written award or acceptance of offer mailed or otherwise furnished to 
the successful offeror results in a binding contract. Therefore, the 
offeror shall compute the time available for performance beginning with 
the actual date of award, rather than the date the written notice of 
award is received from the Contracting Officer through the ordinary 
mails.

    Alternate II (APR 1984). If the delivery schedule is expressed in 
terms of specific calendar dates or specific periods and is based on an 
assumed date the contractor receives notice of award, the contracting 
officer may substitute the following paragraph (b) for paragraph (b) of 
the basic clause. The time may be expressed by substituting within days 
after the date of receipt of a written notice of award as the heading of 
the third column of paragraph (a) of the basic clause.

    (b) The delivery dates or specific periods above are based on the 
assumption that the successful offeror will receive notice of

[[Page 50]]

award by ---- [Contracting Officer insert date]. Each delivery date in 
the delivery schedule above will be extended by the number of calendar 
days after the above date that the Contractor receives notice of award; 
provided, that the Contractor promptly acknowledges receipt of notice of 
award.

    Alternate III (APR 1984). If the delivery schedule is to be based on 
the actual date the contractor receives a written notice of award, the 
contracting officer may delete paragraph (b) of the basic clause. The 
time may be expressed by substituting within days after the date of 
receipt of a written notice of award as the heading of the third column 
of paragraph (a) of the basic clause.

[48 FR 42478, Sept. 19, 1983, as amended at 56 FR 41732, Aug. 22, 1991; 
60 FR 34739, July 3, 1995. Redesignated and amended at 60 FR 48251, 
48256, Sept. 18, 1995; 62 FR 40238, July 25, 1997]



Sec. 52.211-10  Commencement, Prosecution, and Completion of Work.

    As prescribed in 11.404(b), insert the following clause in 
solicitations and contracts when a fixed-price construction contract is 
contemplated. The clause may be changed to accommodate the issuance of 
orders under indefinite-delivery contracts for construction.

      Commencement, Prosecution, and Completion of Work (APR 1984)

    The Contractor shall be required to (a) commence work under this 
contract within -- [Contracting Officer insert number] calendar days 
after the date the Contractor receives the notice to proceed, (b) 
prosecute the work diligently, and (c) complete the entire work ready 
for use not later than ----*. The time stated for completion shall 
include final cleanup of the premises.

                             (End of clause)

    *The Contracting Officer shall specify either a number of days after 
the date the contractor receives the notice to proceed, or a calendar 
date.

    Alternate I (APR 1984). If the completion date is expressed as a 
specific calendar date, computed on the basis of the contractor 
receiving the notice to proceed by a certain day, add the following 
paragraph to the basic clause:

    The completion date is based on the assumption that the successful 
offeror will receive the notice to proceed by ---- [Contracting Officer 
insert date]. The completion date will be extended by the number of 
calendar days after the above date that the Contractor receives the 
notice to proceed, except to the extent that the delay in issuance of 
the notice to proceed results from the failure of the Contractor to 
execute the contract and give the required performance and payment bonds 
within the time specified in the offer.

[48 FR 42478, Sept. 19, 1983. Redesignated and amended at 60 FR 48251, 
48256, Sept. 18, 1995]



Sec. 52.211-11  Liquidated Damages--Supplies, Services, or Research and 

          Development.

    As prescribed in 11.503(a), insert the following clause in 
solicitations and contracts:

Liquidated Damages--Supplies, Services, or Research and Development (SEP 
                                  2000)

    (a) If the Contractor fails to deliver the supplies or perform the 
services within the time specified in this contract, the Contractor 
shall, in place of actual damages, pay to the Government liquidated 
damages of $---- per calendar day of delay [Contracting Officer insert 
amount].
    (b) If the Government terminates this contract in whole or in part 
under the Default--Fixed-Price Supply and Service clause, the Contractor 
is liable for liquidated damages accruing until the Government 
reasonably obtains delivery or performance of similar supplies or 
services. These liquidated damages are in addition to excess costs of 
repurchase under the Termination clause.
    (c) The Contractor will not be charged with liquidated damages when 
the delay in delivery or performance is beyond the control and without 
the fault or negligence of the Contractor as defined in the Default--
Fixed-Price Supply and Service clause in this contract.

                             (End of clause)

[65 FR 46067, July 26, 2000]



Sec. 52.211-12  Liquidated Damages--Construction.

    As prescribed in 11.503(b), insert the following clause in 
solicitations and contracts:

               Liquidated Damages--Construction (SEP 2000)

    (a) If the Contractor fails to complete the work within the time 
specified in the contract, the Contractor shall pay liquidated damages 
to the Government in the amount of ---- [Contracting Officer insert 
amount] for

[[Page 51]]

each calendar day of delay until the work is completed or accepted.
    (b) If the Government terminates the Contractor's right to proceed, 
liquidated damages will continue to accrue until the work is completed. 
These liquidated damages are in addition to excess costs of repurchase 
under the Termination clause.

                             (End of clause)

[65 FR 46067, July 26, 2000]



Sec. 52.211-13  Time Extensions.

    As prescribed in 11.503(c), insert the following clause:

                       Time Extensions (SEP 2000)

    Time extensions for contract changes will depend upon the extent, if 
any, by which the changes cause delay in the completion of the various 
elements of construction. The change order granting the time extension 
may provide that the contract completion date will be extended only for 
those specific elements related to the changed work and that the 
remaining contract completion dates for all other portions of the work 
will not be altered. The change order also may provide an equitable 
readjustment of liquidated damages under the new completion schedule.

                             (End of clause)

[65 FR 46067, July 26, 2000]



Sec. 52.211-14  Notice of Priority Rating for National Defense, 

          Emergency Preparedness, and Energy Program Use.

    As prescribed in 11.604(a), insert the following provision:

Notice of Priority Rating for National Defense, Emergency Preparedness, 
                    and Energy Program Use (APR 2008)

    Any contract awarded as a result of this solicitation will be [ ] DX 
rated order; [ ] DO rated order certified for national defense, 
emergency preparedness, and energy program use under the Defense 
Priorities and Allocations System (DPAS) (15 CFR 700), and the 
Contractor will be required to follow all of the requirements of this 
regulation. [Contracting Officer check appropriate box.]

                           (End of provision)

[51 FR 19717, May 30, 1986, as amended at 55 FR 38518, Sept. 18, 1990. 
Redesignated and amended at 60 FR 48251, 48256, Sept. 18, 1995; 73 FR 
21785, Apr. 22, 2008]



Sec. 52.211-15  Defense Priority and Allocation Requirements.

    As prescribed in 11.604(b), insert the following clause:

         Defense Priority and Allocation Requirements (APR 2008)

    This is a rated order certified for national defense, emergency 
preparedness, and energy program use, and the Contractor shall follow 
all the requirements of the Defense Priorities and Allocations System 
regulation (15 CFR part 700).

                             (End of clause)

[51 FR 19717, May 30, 1986, as amended at 55 FR 38518, Sept. 18, 1990. 
Redesignated and amended at 60 FR 48251, 48256, Sept. 18, 1995; 73 FR 
21785, Apr. 22, 2008]



Sec. 52.211-16  Variation in Quantity.

    As prescribed in 11.703(a), insert the following clause:

                    Variation in Quantity (APR 1984)

    (a) A variation in the quantity of any item called for by this 
contract will not be accepted unless the variation has been caused by 
conditions of loading, shipping, or packing, or allowances in 
manufacturing processes, and then only to the extent, if any, specified 
in paragraph (b) below.
    (b) The permissible variation shall be limited to:
-- Percent increase [Contracting Officer insert percentage]
-- Percent decrease [Contracting Officer insert percentage]
    This increase or decrease shall apply to ---- *

                             (End of clause)

    *Contracting Officer shall insert in the blank the designation(s) to 
which the percentages apply, such as (1) the total contract quantity, 
(2) item 1 only, (3) each quantity specified in the delivery schedule, 
(4) the total item quantity for each destination, or (5) the total 
quantity of each item without regard to destination.

[48 FR 42478, Sept. 19, 1983. Redesignated and amended at 60 FR 48251, 
48256, Sept. 18, 1995; 64 FR 10538, Mar. 4, 1999]



Sec. 52.211-17  Delivery of Excess Quantities.

    As prescribed in 11.703(b), insert the following clause:

[[Page 52]]

                Delivery of Excess Quantities (SEP 1989)

    The Contractor is responsible for the delivery of each item quantity 
within allowable variations, if any. If the Contractor delivers and the 
Government receives quantities of any item in excess of the quantity 
called for (after considering any allowable variation in quantity), such 
excess quantities will be treated as being delivered for the convenience 
of the Contractor. The Government may retain such excess quantities up 
to $250 in value without compensating the Contractor therefor, and the 
Contractor waives all right, title, or interests therein. Quantities in 
excess of $250 will, at the option of the Government, either be returned 
at the Contractor's expense or retained and paid for by the Government 
at the contract unit price.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 34757, Aug. 21, 1989. 
Redesignated and amended at 60 FR 48251, 48256, Sept. 18, 1995]



Sec. 52.211-18  Variation in Estimated Quantity.

    As prescribed in 11.703(c), insert the following clause in 
solicitations and contracts when a fixed-price construction contract is 
contemplated that authorizes a variation in the estimated quantity of 
unit-priced items:

               Variation in Estimated Quantity (APR 1984)

    If the quantity of a unit-priced item in this contract is an 
estimated quantity and the actual quantity of the unit-priced item 
varies more than 15 percent above or below the estimated quantity, an 
equitable adjustment in the contract price shall be made upon demand of 
either party. The equitable adjustment shall be based upon any increase 
or decrease in costs due solely to the variation above 115 percent or 
below 85 percent of the estimated quantity. If the quantity variation is 
such as to cause an increase in the time necessary for completion, the 
Contractor may request, in writing, an extension of time, to be received 
by the Contracting Officer within 10 days from the beginning of the 
delay, or within such further period as may be granted by the 
Contracting Officer before the date of final settlement of the contract. 
Upon the receipt of a written request for an extension, the Contracting 
Officer shall ascertain the facts and make an adjustment for extending 
the completion date as, in the judgement of the Contracting Officer, is 
justified.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983. Redesignated and amended at 60 FR 48251, 
48256, Sept. 18, 1995]



Sec. 52.212-1  Instructions to Offerors--Commercial Items.

    As prescribed in 12.301(b)(1), insert the following provision:

          Instructions to Offerors--Commercial Items (JUN 2008)

    (a) North American Industry Classification System (NAICS) code and 
small business size standard. The NAICS code and small business size 
standard for this acquisition appear in Block 10 of the solicitation 
cover sheet (SF 1449). However, the small business size standard for a 
concern which submits an offer in its own name, but which proposes to 
furnish an item which it did not itself manufacture, is 500 employees.
    (b) Submission of offers. Submit signed and dated offers to the 
office specified in this solicitation at or before the exact time 
specified in this solicitation. Offers may be submitted on the SF 1449, 
letterhead stationery, or as otherwise specified in the solicitation. As 
a minimum, offers must show--
    (1) The solicitation number;
    (2) The time specified in the solicitation for receipt of offers;
    (3) The name, address, and telephone number of the offeror;
    (4) A technical description of the items being offered in sufficient 
detail to evaluate compliance with the requirements in the solicitation. 
This may include product literature, or other documents, if necessary;
    (5) Terms of any express warranty;
    (6) Price and any discount terms;
    (7) ``Remit to'' address, if different than mailing address;
    (8) A completed copy of the representations and certifications at 
FAR 52.212-3 (see FAR 52.212-3(b) for those representations and 
certifications that the offeror shall complete electronically);
    (9) Acknowledgment of Solicitation Amendments;
    (10) Past performance information, when included as an evaluation 
factor, to include recent and relevant contracts for the same or similar 
items and other references (including contract numbers, points of 
contact with telephone numbers and other relevant information); and
    (11) If the offer is not submitted on the SF 1449, include a 
statement specifying the extent of agreement with all terms, conditions, 
and provisions included in the solicitation. Offers that fail to furnish 
required representations or information, or reject the terms and 
conditions of the solicitation may be excluded from consideration.

[[Page 53]]

    (c) Period for acceptance of offers. The offeror agrees to hold the 
prices in its offer firm for 30 calendar days from the date specified 
for receipt of offers, unless another time period is specified in an 
addendum to the solicitation.
    (d) Product samples. When required by the solicitation, product 
samples shall be submitted at or prior to the time specified for receipt 
of offers. Unless otherwise specified in this solicitation, these 
samples shall be submitted at no expense to the Government, and returned 
at the sender's request and expense, unless they are destroyed during 
preaward testing.
    (e) Multiple offers. Offerors are encouraged to submit multiple 
offers presenting alternative terms and conditions or commercial items 
for satisfying the requirements of this solicitation. Each offer 
submitted will be evaluated separately.
    (f) Late submissions, modifications, revisions, and withdrawals of 
offers. (1) Offerors are responsible for submitting offers, and any 
modifications, revisions, or withdrawals, so as to reach the Government 
office designated in the solicitation by the time specified in the 
solicitation. If no time is specified in the solicitation, the time for 
receipt is 4:30 p.m., local time, for the designated Government office 
on the date that offers or revisions are due.
    (2)(i) Any offer, modification, revision, or withdrawal of an offer 
received at the Government office designated in the solicitation after 
the exact time specified for receipt of offers is ``late'' and will not 
be considered unless it is received before award is made, the 
Contracting Officer determines that accepting the late offer would not 
unduly delay the acquisition; and--
    (A) If it was transmitted through an electronic commerce method 
authorized by the solicitation, it was received at the initial point of 
entry to the Government infrastructure not later than 5:00 p.m. one 
working day prior to the date specified for receipt of offers; or
    (B) There is acceptable evidence to establish that it was received 
at the Government installation designated for receipt of offers and was 
under the Government's control prior to the time set for receipt of 
offers; or
    (C) If this solicitation is a request for proposals, it was the only 
proposal received.
    (ii) However, a late modification of an otherwise successful offer, 
that makes its terms more favorable to the Government, will be 
considered at any time it is received and may be accepted.
    (3) Acceptable evidence to establish the time of receipt at the 
Government installation includes the time/date stamp of that 
installation on the offer wrapper, other documentary evidence of receipt 
maintained by the installation, or oral testimony or statements of 
Government personnel.
    (4) If an emergency or unanticipated event interrupts normal 
Government processes so that offers cannot be received at the Government 
office designated for receipt of offers by the exact time specified in 
the solicitation, and urgent Government requirements preclude amendment 
of the solicitation or other notice of an extension of the closing date, 
the time specified for receipt of offers will be deemed to be extended 
to the same time of day specified in the solicitation on the first work 
day on which normal Government processes resume.
    (5) Offers may be withdrawn by written notice received at any time 
before the exact time set for receipt of offers. Oral offers in response 
to oral solicitations may be withdrawn orally. If the solicitation 
authorizes facsimile offers, offers may be withdrawn via facsimile 
received at any time before the exact time set for receipt of offers, 
subject to the conditions specified in the solicitation concerning 
facsimile offers. An offer may be withdrawn in person by an offeror or 
its authorized representative if, before the exact time set for receipt 
of offers, the identity of the person requesting withdrawal is 
established and the person signs a receipt for the offer.
    (g) Contract award (not applicable to Invitation for Bids). The 
Government intends to evaluate offers and award a contract without 
discussions with offerors. Therefore, the offeror's initial offer should 
contain the offeror's best terms from a price and technical standpoint. 
However, the Government reserves the right to conduct discussions if 
later determined by the Contracting Officer to be necessary. The 
Government may reject any or all offers if such action is in the public 
interest; accept other than the lowest offer; and waive informalities 
and minor irregularities in offers received.
    (h) Multiple awards. The Government may accept any item or group of 
items of an offer, unless the offeror qualifies the offer by specific 
limitations. Unless otherwise provided in the Schedule, offers may not 
be submitted for quantities less than those specified. The Government 
reserves the right to make an award on any item for a quantity less than 
the quantity offered, at the unit prices offered, unless the offeror 
specifies otherwise in the offer.
    (i) Availability of requirements documents cited in the 
solicitation. (1)(i) The GSA Index of Federal Specifications, Standards 
and Commercial Item Descriptions, FPMR Part 101-29, and copies of 
specifications, standards, and commercial item descriptions cited in 
this solicitation may be obtained for a fee by submitting a request to--
GSA Federal Supply Service Specifications Section, Suite 8100, 470 East 
L'Enfant Plaza, SW, Washington, DC 20407, Telephone (202) 619-8925, 
Facsimile (202) 619-8978.

[[Page 54]]

    (ii) If the General Services Administration, Department of 
Agriculture, or Department of Veterans Affairs issued this solicitation, 
a single copy of specifications, standards, and commercial item 
descriptions cited in this solicitation may be obtained free of charge 
by submitting a request to the addressee in paragraph (i)(1)(i) of this 
provision. Additional copies will be issued for a fee.
    (2) Most unclassified Defense specifications and standards may be 
downloaded from the following ASSIST websites:
    (i) ASSIST (http://assist.daps.dla.mil).
    (ii) Quick Search (http://assist.daps.dla.mil/quicksearch).
    (iii) ASSISTdocs.com (http://assistdocs.com).
    (3) Documents not available from ASSIST may be ordered from the 
Department of Defense Single Stock Point (DoDSSP) by--
    (i) Using the ASSIST Shopping Wizard (http://assist.daps.dla.mil/
wizard);
    (ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-
Fri, 0730 to 1600 EST; or
    (iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins 
Avenue, Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, 
Facsimile (215) 697-1462.
    (4) Nongovernment (voluntary) standards must be obtained from the 
organization responsible for their preparation, publication, or 
maintenance.
    (j) Data Universal Numbering System (DUNS) Number. (Applies to all 
offers exceeding $3,000, and offers of $3,000 or less if the 
solicitation requires the Contractor to be registered in the Central 
Contractor Registration (CCR) database. The offeror shall enter, in the 
block with its name and address on the cover page of its offer, the 
annotation ``DUNS'' or ``DUNS +4'' followed by the DUNS or DUNS +4 
number that identifies the offeror's name and address. The DUNS +4 is 
the DUNS number plus a 4-character suffix that may be assigned at the 
discretion of the offeror to establish additional CCR records for 
identifying alternative Electronic Funds Transfer (EFT) accounts (see 
FAR Subpart 32.11) for the same concern. If the offeror does not have a 
DUNS number, it should contact Dun and Bradstreet directly to obtain 
one. An offeror within the United States may contact Dun and Bradstreet 
by calling 1-866-705-5711 or via the internet at http://fedgov.dnb.com/
webform. An offeror located outside the United States must contact the 
local Dun and Bradstreet office for a DUNS number. The offeror should 
indicate that it is an offeror for a Government contract when contacting 
the local Dun and Bradstreet office.
    (k) Central Contractor Registration. Unless exempted by an addendum 
to this solicitation, by submission of an offer, the offeror 
acknowledges the requirement that a prospective awardee shall be 
registered in the CCR database prior to award, during performance and 
through final payment of any contract resulting from this solicitation. 
If the Offeror does not become registered in the CCR database in the 
time prescribed by the Contracting Officer, the Contracting Officer will 
proceed to award to the next otherwise successful registered Offeror. 
Offerors may obtain information on registration and annual confirmation 
requirements via the Internet at http://www.ccr.gov or by calling 1-888-
227-2423 or 269-961-5757.
    (l) Debriefing. If a post-award debriefing is given to requesting 
offerors, the Government shall disclose the following information, if 
applicable:
    (1) The agency's evaluation of the significant weak or deficient 
factors in the debriefed offeror's offer.
    (2) The overall evaluated cost or price and technical rating of the 
successful and the debriefed offeror and past performance information on 
the debriefed offeror.
    (3) The overall ranking of all offerors, when any ranking was 
developed by the agency during source selection.
    (4) A summary of the rationale for award;
    (5) For acquisitions of commercial items, the make and model of the 
item to be delivered by the successful offeror.
    (6) Reasonable responses to relevant questions posed by the 
debriefed offeror as to whether source-selection procedures set forth in 
the solicitation, applicable regulations, and other applicable 
authorities were followed by the agency.

                           (End of provision)

[60 FR 48251, Sept. 18, 1995]

    Editorial Note: For Federal Register citations affecting Sec. 
52.212-1, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec. 52.212-2  Evaluation--Commercial Items.

    As prescribed in 12.301(c), the Contracting Officer may insert a 
provision substantially as follows:

                 Evaluation--Commercial Items (JAN 1999)

    (a) The Government will award a contract resulting from this 
solicitation to the responsible offeror whose offer conforming to the 
solicitation will be most advantageous to the Government, price and 
other factors considered. The following factors shall be used to 
evaluate offers:
________________________________________________________________________

________________________________________________________________________
    (Contracting Officer shall insert the significant evaluation 
factors, such as (i) technical capability of the item offered to meet 
the Government requirement; (ii) price; (iii)

[[Page 55]]

past performance (see FAR 15.304); (iv) small disadvantaged business 
participation; and include them in the relative order of importance of 
the evaluation factors, such as in descending order of importance.)
    Technical and past performance, when combined, are -------- 
(Contracting Officer state, in accordance with FAR 15.304, the relative 
importance of all other evaluation factors, when combined, when compared 
to price.)
    (b) Options. The Government will evaluate offers for award purposes 
by adding the total price for all options to the total price for the 
basic requirement. The Government may determine that an offer is 
unacceptable if the option prices are significantly unbalanced. 
Evaluation of options shall not obligate the Government to exercise the 
option(s).
    (c) A written notice of award or acceptance of an offer, mailed or 
otherwise furnished to the successful offeror within the time for 
acceptance specified in the offer, shall result in a binding contract 
without further action by either party. Before the offer's specified 
expiration time, the Government may accept an offer (or part of an 
offer), whether or not there are negotiations after its receipt, unless 
a written notice of withdrawal is received before award.

                           (End of provision)

[60 FR 48252, Sept. 18, 1995, as amended at 62 FR 51271, Sept. 30, 1997; 
63 FR 36124, July 1, 1998]



Sec. 52.212-3  Offeror Representations and Certifications--Commercial 

          Items.

    As prescribed in 12.301(b)(2), insert the following provision:

 Offeror Representations and Certifications--Commercial items (OCT 2010)

    An offeror shall complete only paragraph (b) of this provision if 
the offeror has completed the annual representations and certifications 
electronically at http://orca.bpn.gov. If an offeror has not completed 
the annual representations and certifications electronically at the ORCA 
website, the offeror shall complete only paragraphs (c) through (o) of 
this provision.
    (a) Definitions. As used in this provision--
    Emerging small business means a small business concern whose size is 
no greater than 50 percent of the numerical size standard for the NAICS 
code designated.
    Forced or indentured child labor means all work or service--
    (1) Exacted from any person under the age of 18 under the menace of 
any penalty for its nonperformance and for which the worker does not 
offer himself voluntarily; or
    (2) Performed by any person under the age of 18 pursuant to a 
contract the enforcement of which can be accomplished by process or 
penalties.
    Inverted domestic corporation means a foreign incorporated entity 
which is treated as an inverted domestic corporation under 6 U.S.C. 
395(b), i.e., a corporation that used to be incorporated in the United 
States, or used to be a partnership in the United States, but now is 
incorporated in a foreign country, or is a subsidiary whose parent 
corporation is incorporated in a foreign country, that meets the 
criteria specified in 6 U.S.C. 395(b), applied in accordance with the 
rules and definitions of 6 U.S.C. 395(c).
    Manufactured end product means any end product in Federal Supply 
Classes (FSC) 1000-9999, except--
    (1) FSC 5510, Lumber and Related Basic Wood Materials;
    (2) Federal Supply Group (FSG) 87, Agricultural Supplies;
    (3) FSG 88, Live Animals;
    (4) FSG 89, Food and Related Consumables;
    (5) FSC 9410, Crude Grades of Plant Materials;
    (6) FSC 9430, Miscellaneous Crude Animal Products, Inedible;
    (7) FSC 9440, Miscellaneous Crude Agricultural and Forestry 
Products;
    (8) FSC 9610, Ores;
    (9) FSC 9620, Minerals, Natural and Synthetic; and
    (10) FSC 9630, Additive Metal Materials.
    Place of manufacture means the place where an end product is 
assembled out of components, or otherwise made or processed from raw 
materials into the finished product that is to be provided to the 
Government. If a product is disassembled and reassembled, the place of 
reassembly is not the place of manufacture.
    Restricted business operations means business operations in Sudan 
that include power production activities, mineral extraction activities, 
oil-related activities, or the production of military equipment, as 
those terms are defined in the Sudan Accountability and Divestment Act 
of 2007 (Pub. L. 110-174). Restricted business operations do not include 
business operations that the person (as that term is defined in Section 
2 of the Sudan Accountability and Divestment Act of 2007) conducting the 
business can demonstrate--
    (1) Are conducted under contract directly and exclusively with the 
regional government of southern Sudan;
    (2) Are conducted pursuant to specific authorization from the Office 
of Foreign Assets Control in the Department of the Treasury, or are 
expressly exempted under Federal law from the requirement to be 
conducted under such authorization;
    (3) Consist of providing goods or services to marginalized 
populations of Sudan;
    (4) Consist of providing goods or services to an internationally 
recognized peacekeeping force or humanitarian organization;

[[Page 56]]

    (5) Consist of providing goods or services that are used only to 
promote health or education; or
    (6) Have been voluntarily suspended.
    Service-disabled veteran-owned small business concern--
    (1) Means a small business concern--
    (i) Not less than 51 percent of which is owned by one or more 
service--disabled veterans or, in the case of any publicly owned 
business, not less than 51 percent of the stock of which is owned by one 
or more service-disabled veterans; and
    (ii) The management and daily business operations of which are 
controlled by one or more service-disabled veterans or, in the case of a 
service-disabled veteran with permanent and severe disability, the 
spouse or permanent caregiver of such veteran.
    (2) Service-disabled veteran means a veteran, as defined in 38 
U.S.C. 101(2), with a disability that is service-connected, as defined 
in 38 U.S.C. 101(16).
    Small business concern means a concern, including its affiliates, 
that is independently owned and operated, not dominant in the field of 
operation in which it is bidding on Government contracts, and qualified 
as a small business under the criteria in 13 CFR Part 121 and size 
standards in this solicitation.
    Veteran-owned small business concern means a small business 
concern--
    (1) Not less than 51 percent of which is owned by one or more 
veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any 
publicly owned business, not less than 51 percent of the stock of which 
is owned by one or more veterans; and
    (2) The management and daily business operations of which are 
controlled by one or more veterans.
    Women-owned small business concern means a small business concern--
    (1) That is at least 51 percent owned by one or more women; or, in 
the case of any publicly owned business, at least 51 percent of the 
stock of which is owned by one or more women; and
    (2) Whose management and daily business operations are controlled by 
one or more women.
    Women-owned business concern means a concern which is at least 51 
percent owned by one or more women; or in the case of any publicly owned 
business, at least 51 percent of its stock is owned by one or more 
women; and whose management and daily business operations are controlled 
by one or more women.
    (b)(1) Annual Representations and Certifications. Any changes 
provided by the offeror in paragraph (b)(2) of this provision do not 
automatically change the representations and certifications posted on 
the Online Representations and Certifications Application (ORCA) 
website.
    (2) The offeror has completed the annual representations and 
certifications electronically via the ORCA website at http://
orca.bpn.gov. After reviewing the ORCA database information, the offeror 
verifies by submission of this offer that the representations and 
certifications currently posted electronically at FAR 52.212-3, Offeror 
Representations and Certifications--Commercial Items, have been entered 
or updated in the last 12 months, are current, accurate, complete, and 
applicable to this solicitation (including the business size standard 
applicable to the NAICS code referenced for this solicitation), as of 
the date of this offer and are incorporated in this offer by reference 
(see FAR 4.1201), except for paragraphs ----------.
    [Offeror to identify the applicable paragraphs at (c) through (o) of 
this provision that the offeror has completed for the purposes of this 
solicitation only, if any.
    These amended representation(s) and/or certification(s) are also 
incorporated in this offer and are current, accurate, and complete as of 
the date of this offer.
    Any changes provided by the offeror are applicable to this 
solicitation only, and do not result in an update to the representations 
and certifications posted on ORCA.]
    (c) Offerors must complete the following representations when the 
resulting contract will be performed in the United States or its 
outlying areas. Check all that apply.
    (1) Small business concern. The offeror represents as part of its 
offer that it [squ] is, [squ] is not a small business concern.
    (2) Veteran-owned small business concern. [Complete only if the 
offeror represented itself as a small business concern in paragraph 
(c)(1) of this provision.] The offeror represents as part of its offer 
that it [ ] is, [ ] is not a veteran-owned small business concern.
    (3) Service-disabled veteran-owned small business concern. [Complete 
only if the offeror represented itself as a veteran-owned small business 
concern in paragraph (c)(2) of this provision.] The offeror represents 
as part of its offer that it [ ] is, [ ] is not a service-disabled 
veteran-owned small business concern.
    (4) Small disadvantaged business concern. [Complete only if the 
offeror represented itself as a small business concern in paragraph 
(c)(1) of this provision.] The offeror represents, for general 
statistical purposes, that it [squ] is, [squ] is not a small 
disadvantaged business concern as defined in 13 CFR 124.1002.
    (5) Women-owned small business concern. [Complete only if the 
offeror represented itself as a small business concern in paragraph 
(c)(1) of this provision.] The offeror represents that it [squ] is, 
[squ] is not a women-owned small business concern.

    Note: Complete paragraphs (c)(6) and (c)(7) only if this 
solicitation is expected to exceed the simplified acquisition threshold.


[[Page 57]]


    (6) Women-owned business concern (other than small business 
concern). [Complete only if the offeror is a women-owned business 
concern and did not represent itself as a small business concern in 
paragraph (c)(1) of this provision.] The offeror represents that it 
[squ] is, a women-owned business concern.
    (7) Tie bid priority for labor surplus area concerns. If this is an 
invitation for bid, small business offerors may identify the labor 
surplus areas in which costs to be incurred on account of manufacturing 
or production (by offeror or first-tier subcontractors) amount to more 
than 50 percent of the contract price:
________________________________________________________________________
    (8) Small Business Size for the Small Business Competitiveness 
Demonstration Program and for the Targeted Industry Categories under the 
Small Business Competitiveness Demonstration Program. [Complete only if 
the offeror has represented itself to be a small business concern under 
the size standards for this solicitation.]
    (i) (Complete only for solicitations indicated in an addendum as 
being set-aside for emerging small businesses in one of the designated 
industry groups (DIGs).) The offeror represents as part of its offer 
that it [squ] is, [squ] is not an emerging small business.
    (ii) (Complete only for solicitations indicated in an addendum as 
being for one of the targeted industry categories (TICs) or designated 
industry groups (DIGs).) Offeror represents as follows:
    (A) Offeror's number of employees for the past 12 months (check the 
Employees column if size standard stated in the solicitation is 
expressed in terms of number of employees); or
    (B) Offeror's average annual gross revenue for the last 3 fiscal 
years (check the Average Annual Gross Number of Revenues column if size 
standard stated in the solicitation is expressed in terms of annual 
receipts)
(Check one of the following):

 
           No. of Employees                Avg. Annual Gross Revenues
 
-- 50 or fewer                          -- $1 million or less
-- 51-100                               -- $1,000,001-$2 million
-- 101-250                              -- $2,000,001-$3.5 million
-- 251-500                              -- $3,500,001-$5 million
-- 501-750                              -- $5,000,001-$10 million
-- 751-1,000                            -- $10,000,001-$17 million
-- Over 1,000                           -- Over $17 million
 

    (9) (Complete only if the solicitation contains the clause at FAR 
52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged 
Business Concerns, or FAR 52.219-25, Small Disadvantaged Business 
Participation Program--Disadvantaged Status and Reporting, and the 
offeror desires a benefit based on its disadvantaged status.)
    (i) General. The offeror represents that either--
    (A) It /--/ is, /--/ is not certified by the Small Business 
Administration as a small disadvantaged business concern and identified, 
on the date of this representation, as a certified small disadvantaged 
business concern in the database maintained by the Small Business 
Administration (PRO-Net), and that no material change in disadvantaged 
ownership and control has occurred since its certification, and, where 
the concern is owned by one or more individuals claiming disadvantaged 
status, the net worth of each individual upon whom the certification is 
based does not exceed $750,000 after taking into account the applicable 
exclusions set forth at 13 CFR 124.104(c)(2); or
    (B) It [squ] has, [squ] has not submitted a completed application to 
the Small Business Administration or a Private Certifier to be certified 
as a small disadvantaged business concern in accordance with 13 CFR 124, 
Subpart B, and a decision on that application is pending, and that no 
material change in disadvantaged ownership and control has occurred 
since its application was submitted.
    (ii) Joint Ventures under the Price Evaluation Adjustment for Small 
Disadvantaged Business Concerns. The offeror represents, as part of its 
offer, that it is a joint venture that complies with the requirements in 
13 CFR 124.1002(f) and that the representation in paragraph (c)(9)(i) of 
this provision is accurate for the small disadvantaged business concern 
that is participating in the joint venture. [The offeror shall enter the 
name of the small disadvantaged business concern that is participating 
in the joint venture: ------------.]
    (10) HUBZone small business concern. [Complete only if the offeror 
represented itself as a small business concern in paragraph (c)(1) of 
this provision.] The offeror represents, as part of its offer, that--
    (i) It [ ] is, [ ] is not a HUBZone small business concern listed, 
on the date of this representation, on the List of Qualified HUBZone 
Small Business Concerns maintained by the Small Business Administration, 
and no material change in ownership and control, principal office, or 
HUBZone employee percentage has occurred since it was certified by the 
Small Business Administration in accordance with 13 CFR part 126; and
    (ii) It [ ] is, [ ] is not a joint venture that complies with the 
requirements of 13 CFR part 126, and the representation in paragraph 
(c)(10)(i) of this provision is accurate for the HUBZone small business 
concern or concerns that are participating in the joint venture. [The 
offeror shall enter the name or names of the HUBZone small business 
concern or concerns that are participating in the joint venture:--------
----.] Each HUBZone small business concern participating on the joint 
venture shall submit a separate signed copy of the HUBZone 
representation.
    (d) Representations required to implement provisions of Executive 
Order 11246--
    (1) Previous contracts and compliance. The offeror represents that--

[[Page 58]]

    (i) It [squ] has, [squ] has not participated in a previous contract 
or subcontract subject to the Equal Opportunity clause of this 
solicitation; and
    (ii) It [squ] has, [squ] has not filed all required compliance 
reports.
    (2) Affirmative Action Compliance. The offeror represents that--
    (i) It [squ] has developed and has on file, [squ] has not developed 
and does not have on file, at each establishment, affirmative action 
programs required by rules and regulations of the Secretary of Labor (41 
CFR parts 60-1 and 60-2), or
    (ii) It [squ] has not previously had contracts subject to the 
written affirmative action programs requirement of the rules and 
regulations of the Secretary of Labor.
    (e) Certification Regarding Payments to Influence Federal 
Transactions (31 U.S.C. 1352). (Applies only if the contract is expected 
to exceed $150,000.) By submission of its offer, the offeror certifies 
to the best of its knowledge and belief that no Federal appropriated 
funds have been paid or will be paid to any person for influencing or 
attempting to influence an officer or employee of any agency, a Member 
of Congress, an officer or employee of Congress or an employee of a 
Member of Congress on his or her behalf in connection with the award of 
any resultant contract. If any registrants under the Lobbying Disclosure 
Act of 1995 have made a lobbying contact on behalf of the offeror with 
respect to this contract, the offeror shall complete and submit, with 
its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to 
provide the name of the registrants. The offeror need not report 
regularly employed officers or employees of the offeror to whom payments 
of reasonable compensation were made.
    (f) Buy American Act Certificate. (Applies only if the clause at 
Federal Acquisition Regulation (FAR) 52.225-1, Buy American Act--
Supplies, is included in this solicitation.)
    (1) The offeror certifies that each end product, except those listed 
in paragraph (f)(2) of this provision, is a domestic end product and 
that for other than COTS items, the offeror has considered components of 
unknown origin to have been mined, produced, or manufactured outside the 
United States. The offeror shall list as foreign end products those end 
products manufactured in the United States that do not qualify as 
domestic end products, i.e., an end product that is not a COTS item and 
does not meet the component test in paragraph (2) of the definition of 
``domestic end product.'' The terms ``commercially available off-the-
shelf (COTS) item,'' ``component,'' ``domestic end product,'' ``end 
product,'' ``foreign end product,'' and ``United States'' are defined in 
the clause of this solicitation entitled ``Buy American Act--Supplies.''
    (2) Foreign End Products:
Line Item No.:__________________________________________________________
Country of Origin:______________________________________________________
    (List as necessary)
    (3) The Government will evaluate offers in accordance with the 
policies and procedures of FAR Part 25.
    (g)(1) Buy American Act--Free Trade Agreements--Israeli Trade Act 
Certificate. (Applies only if the clause at FAR 52.225-3, Buy American 
Act--Free Trade Agreements--Israeli Trade Act, is included in this 
solicitation.)
    (i) The offeror certifies that each end product, except those listed 
in paragraph (g)(1)(ii) or (g)(1)(iii) of this provision, is a domestic 
end product and that for other than COTS items, the offeror has 
considered components of unknown origin to have been mined, produced, or 
manufactured outside the United States. The terms ``Bahrainian, 
Moroccan, Omani, or Peruvian end product,'' ``commercially available 
off-the-shelf (COTS) item,'' ``component,'' ``domestic end product,'' 
``end product,'' ``foreign end product,'' ``Free Trade Agreement 
country,'' ``Free Trade Agreement country end product,'' ``Israeli end 
product,'' and ``United States'' are defined in the clause of this 
solicitation entitled ``Buy American Act-Free Trade Agreements-Israeli 
Trade Act.''
    (ii) The offeror certifies that the following supplies are Free 
Trade Agreement country end products (other than Bahrainian, Moroccan, 
Omani, or Peruvian end products) or Israeli end products as defined in 
the clause of this solicitation entitled ``Buy American Act--Free Trade 
Agreements--Israeli Trade Act'':
    Free Trade Agreement Country End Products (Other than Bahrainian, 
Moroccan, Omani, or Peruvian End Products) or Israeli End Products:

Line Item No....................................                                               Country of Origin
--------------------............................                                            --------------------
--------------------............................                                            --------------------
--------------------............................                                            --------------------
 

    [List as necessary]
    (iii) The offeror shall list those supplies that are foreign end 
products (other than those listed in paragraph (g)(1)(ii) of this 
provision) as defined in the clause of this solicitation entitled ``Buy 
American Act--Free Trade Agreements--Israeli Trade Act.'' The offeror 
shall list as other foreign end products those end products manufactured 
in the

[[Page 59]]

United States that do not qualify as domestic end products, i.e., an end 
product that is not a COTS item and does not meet the component test in 
paragraph (2) of the definition of ``domestic end product.''

                       Other Foreign End Products

Line Item No.:__________________________________________________________
Country of Origin:______________________________________________________
    (List as necessary)
    (iv) The Government will evaluate offers in accordance with the 
policies and procedures of FAR Part 25.
    (2) Buy American Act--Free Trade Agreements--Israeli Trade Act 
Certificate, Alternate I. If Alternate I to the clause at FAR 52.225-3 
is included in this solicitation, substitute the following paragraph 
(g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:
    (g)(1)(ii) The offeror certifies that the following supplies are 
Canadian end products as defined in the clause of this solicitation 
entitled ``Buy American Act--Free Trade Agreements--Israeli Trade Act'':

                         Canadian End Products:

                              Line Item No.

________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
    $(List as necessary)
    (3) Buy American Act--Free Trade Agreements--Israeli Trade Act 
Certificate, Alternate II. If Alternate II to the clause at FAR 52.225-3 
is included in this solicitation, substitute the following paragraph 
(g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:
    (g)(1)(ii) The offeror certifies that the following supplies are 
Canadian end products or Israeli end products as defined in the clause 
of this solicitation entitled ``Buy American Act--Free Trade 
Agreements--Israeli Trade Act'':

                    Canadian or Israeli End Products:

Line Item No.
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Country of Origin
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
    $(List as necessary)
    (4) Trade Agreements Certificate. (Applies only if the clause at FAR 
52.225-5, Trade Agreements, is included in this solicitation.)
    (i) The offeror certifies that each end product, except those listed 
in paragraph (g)(4)(ii) of this provision, is a U.S.-made or designated 
country end product, as defined in the clause of this solicitation 
entitled ``Trade Agreements.''
    (ii) The offeror shall list as other end products those end products 
that are not U.S.-made or designated country end products.

                           Other End Products

Line Item No.:__________________________________________________________
Country of Origin:______________________________________________________
    (List as necessary)
    (iii) The Government will evaluate offers in accordance with the 
policies and procedures of FAR Part 25. For line items covered by the 
WTO GPA, the Government will evaluate offers of U.S.-made or designated 
country end products without regard to the restrictions of the Buy 
American Act. The Government will consider for award only offers of 
U.S.-made or designated country end products unless the Contracting 
Officer determines that there are no offers for such products or that 
the offers for such products are insufficient to fulfill the 
requirements of the solicitation.
    (i) The offeror certifies that each end product being offered, 
except those listed in paragraph (g)(1)(ii) of this provision, is a 
domestic end product (as defined in the clause entitled ``Buy American 
Act--North American Free Trade Agreement Implementation Act--Balance of 
Payments Program,'' and that components of unknown origin have been 
considered to have been mined, produced, or manufactured outside the 
United States.
    (ii) Excluded End Products:

 
           Line item No.                      Country of origin
 
   --------------------               ----------------------
   --------------------               ----------------------
 

                           [List as necessary]

    (iii) Offers will be evaluated by giving certain preferences to 
domestic end products or NAFTA country end products over other end 
products. In order to obtain these preferences in the evaluation of each 
excluded end product listed in paragraph (g)(1)(ii) of this provision, 
offerors must identify and certify below those excluded end products 
that are NAFTA country end products. Products that are not identified 
and certified below will not be deemed NAFTA country end products. The 
offeror certifies that the following supplies qualify as NAFTA country 
end products as that term is defined in the clause entitled ``Buy 
American Act--North American Free Trade Agreement Implementation Act--
Balance of Payments Program'':

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________
[Insert line item numbers)
    (iv) Offers will be evaluated in accordance with part 25 of the 
Federal Acquisition Regulation. In addition, if this solicitation is for 
supplies for use outside the United States, an evaluation factor of 50 
percent will be applied to offers of end products that are not domestic 
or NAFTA country end products.

[[Page 60]]

    (2) Alternate I. If Alternate I to the clause at 52.225-21 is 
included in this solicitation, substitute the following paragraph 
(g)(1)(iii) for paragraph (g)(1)(iii) of this provision:
    (g)(1)(iii) Offers will be evaluated by giving certain preferences 
to domestic end products or Canadian end products over other end 
products. In order to obtain these preferences in the evaluation of each 
excluded end product listed in paragraph (b) of this provision, offerors 
must identify and certify below those excluded end products that are 
Canadian end products. Products that are not identified and certified 
below will not be deemed Canadian end products.
    The offeror certifies that the following supplies qualify as 
Canadian end products as that term is defined in the clause entitled 
``Buy American Act--North American Free Trade Agreement Implementation 
Act--Balance of Payments Program'':

________________________________________________________________________
[Insert line item numbers]
    (h) Certification Regarding Responsibility Matters (Executive Order 
12689). (Applies only if the contract value is expected to exceed the 
simplified acquisition threshold.) The offeror certifies, to the best of 
its knowledge and belief, that the offeror and/or any of its 
principals--
    (1) [ ] Are, [ ] are not presently debarred, suspended, proposed for 
debarment, or declared ineligible for the award of contracts by any 
Federal agency;
    (2) [ ] Have, [ ] have not, within a three-year period preceding 
this offer, been convicted of or had a civil judgment rendered against 
them for: Commission of fraud or a criminal offense in connection with 
obtaining, attempting to obtain, or performing a Federal, state or local 
government contract or subcontract; violation of Federal or state 
antitrust statutes relating to the submission of offers; or Commission 
of embezzlement, theft, forgery, bribery, falsification or destruction 
of records, making false statements, tax evasion, violating Federal 
criminal tax laws, or receiving stolen property,
    (3) [ ] Are, [ ] are not presently indicted for, or otherwise 
criminally or civilly charged by a Government entity with, commission of 
any of these offenses enumerated in paragraph (h)(2) of this clause; 
and.
    (i) Certification Regarding Knowledge of Child Labor for Listed End 
Products (Executive Order 13126). [The Contracting Officer must list in 
paragraph (i)(1) any end products being acquired under this solicitation 
that are included in the List of Products Requiring Contractor 
Certification as to Forced or Indentured Child Labor, unless excluded at 
22.1503(b).]
    (1) Listed end products.

                           Listed End Product

________________________________________________________________________
________________________________________________________________________

                       Listed Countries of Origin

________________________________________________________________________
________________________________________________________________________

    (2) Certification. [If the Contracting Officer has identified end 
products and countries of origin in paragraph (i)(1) of this provision, 
then the offeror must certify to either (i)(2)(i) or (i)(2)(ii) by 
checking the appropriate block.]
    [squ] (i) The offeror will not supply any end product listed in 
paragraph (i)(1) of this provision that was mined, produced, or 
manufactured in the corresponding country as listed for that product.
    [squ] (ii) The offeror may supply an end product listed in paragraph 
(i)(1) of this provision that was mined, produced, or manufactured in 
the corresponding country as listed for that product. The offeror 
certifies that it has made a good faith effort to determine whether 
forced or indentured child labor was used to mine, produce, or 
manufacture any such end product furnished under this contract. On the 
basis of those efforts, the offeror certifies that it is not aware of 
any such use of child labor.
    (4) Have,[squ] have not, within a three-year period preceding this 
offer, been notified of any delinquent Federal taxes in an amount that 
exceeds $3,000 for which the liability remains unsatisfied.
    (i) Taxes are considered delinquent if both of the following 
criteria apply:
    (A) The tax liability is finally determined. The liability is 
finally determined if it has been assessed. A liability is not finally 
determined if there is a pending administrative or judicial challenge. 
In the case of a judicial challenge to the liability, the liability is 
not finally determined until all judicial appeal rights have been 
exhausted.
    (B) The taxpayer is delinquent in making payment. A taxpayer is 
delinquent if the taxpayer has failed to pay the tax liability when full 
payment was due and required. A taxpayer is not delinquent in cases 
where enforced collection action is precluded.
    (ii) Examples. (A) The taxpayer has received a statutory notice of 
deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek 
Tax Court review of a proposed tax deficiency. This is not a delinquent 
tax because it is not a final tax liability. Should the taxpayer seek 
Tax Court review, this will not be a final tax liability until the 
taxpayer has exercised all judicial appeal rights.
    (B) The IRS has filed a notice of Federal tax lien with respect to 
an assessed tax liability, and the taxpayer has been issued a notice 
under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with 
the IRS Office of Appeals contesting the lien filing, and to further 
appeal to the Tax Court if the IRS determines to sustain the lien 
filing. In the course of the hearing, the taxpayer is entitled to 
contest the underlying tax liability

[[Page 61]]

because the taxpayer has had no prior opportunity to contest the 
liability. This is not a delinquent tax because it is not a final tax 
liability. Should the taxpayer seek tax court review, this will not be a 
final tax liability until the taxpayer has exercised all judicial appeal 
rights.
    (C) The taxpayer has entered into an installment agreement pursuant 
to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in 
full compliance with the agreement terms. The taxpayer is not delinquent 
because the taxpayer is not currently required to make full payment.
    (D) The taxpayer has filed for bankruptcy protection. The taxpayer 
is not delinquent because enforced collection action is stayed under 11 
U.S.C. 362 (the Bankruptcy Code).
    (i) Certification Regarding Knowledge of Child Labor for Listed End 
Products (Executive Order 13126). [The Contracting Officer must list in 
paragraph (i)(1) any end products being acquired under this solicitation 
that are included in the List of Products Requiring Contractor 
Certification as to Forced or Indentured Child Labor, unless excluded at 
22.1503(b).]
    (1) Listed end products.

                           Listed End Product

________________________________________________________________________
________________________________________________________________________

                       Listed Countries of Origin

________________________________________________________________________
________________________________________________________________________

    (2) Certification. [If the Contracting Officer has identified end 
products and countries of origin in paragraph (i)(1) of this provision, 
then the offeror must certify to either (i)(2)(i) or (i)(2)(ii) by 
checking the appropriate block.]
    [squ] (i) The offeror will not supply any end product listed in 
paragraph (i)(1) of this provision that was mined, produced, or 
manufactured in the corresponding country as listed for that product.
    [squ] (ii) The offeror may supply an end product listed in paragraph 
(i)(1) of this provision that was mined, produced, or manufactured in 
the corresponding country as listed for that product. The offeror 
certifies that it has made a good faith effort to determine whether 
forced or indentured child labor was used to mine, produce, or 
manufacture any such end product furnished under this contract. On the 
basis of those efforts, the offeror certifies that it is not aware of 
any such use of child labor.
    (j) Place of manufacture. (Does not apply unless the solicitation is 
predominantly for the acquisition of manufactured end products.) For 
statistical purposes only, the offeror shall indicate whether the place 
of manufacture of the end products it expects to provide in response to 
this solicitation is predominantly--
    (1) [squ] In the United States (Check this box if the total 
anticipated price of offered end products manufactured in the United 
States exceeds the total anticipated price of offered end products 
manufactured outside the United States); or
    (2) [squ] Outside the United States.
    (k) Certificates regarding exemptions from the application of the 
Service Contract Act. (Certification by the offeror as to its compliance 
with respect to the contract also constitutes its certification as to 
compliance by its subcontractor if it subcontracts out the exempt 
services.) [The contracting officer is to check a box to indicate if 
paragraph (k)(1) or (k)(2) applies.]
    (1)[squ] Maintenance, calibration, or repair of certain equipment as 
described in FAR 22.1003-4(c)(1). The offeror [squ] does [squ] does not 
certify that--
    (i) The items of equipment to be serviced under this contract are 
used regularly for other than Governmental purposes and are sold or 
traded by the offeror (or subcontractor in the case of an exempt 
subcontract) in substantial quantities to the general public in the 
course of normal business operations;
    (ii) The services will be furnished at prices which are, or are 
based on, established catalog or market prices (see FAR 22.1003-
4(c)(2)(ii)) for the maintenance, calibration, or repair of such 
equipment; and
    (iii) The compensation (wage and fringe benefits) plan for all 
service employees performing work under the contract will be the same as 
that used for these employees and equivalent employees servicing the 
same equipment of commercial customers.
    (2)[squ] Certain services as described in FAR 22.1003-4(d)(1). The 
offeror [squ] does [squ] does not certify that--
    (i) The services under the contract are offered and sold regularly 
to non-Governmental customers, and are provided by the offeror (or 
subcontractor in the case of an exempt subcontract) to the general 
public in substantial quantities in the course of normal business 
operations;
    (ii) The contract services will be furnished at prices that are, or 
are based on, established catalog or market prices (see FAR 22.1003-
4(d)(2)(iii));
    (iii) Each service employee who will perform the services under the 
contract will spend only a small portion of his or her time (a monthly 
average of less than 20 percent of the available hours on an annualized 
basis, or less than 20 percent of available hours during the contract 
period if the contract period is less than a month) servicing the 
Government contract; and
    (iv) The compensation (wage and fringe benefits) plan for all 
service employees performing work under the contract is the same

[[Page 62]]

as that used for these employees and equivalent employees servicing 
commercial customers.
    (3) If paragraph (k)(1) or (k)(2) of this clause applies--
    (i) If the offeror does not certify to the conditions in paragraph 
(k)(1) or (k)(2) and the Contracting Officer did not attach a Service 
Contract Act wage determination to the solicitation, the offeror shall 
notify the Contracting Officer as soon as possible; and
    (ii) The Contracting Officer may not make an award to the offeror if 
the offeror fails to execute the certification in paragraph (k)(1) or 
(k)(2) of this clause or to contact the Contracting Officer as required 
in paragraph (k)(3)(i) of this clause.
    (l) Taxpayer Identification Number (TIN) (26 U.S.C. 6109, 31 U.S.C. 
7701). (Not applicable if the offeror is required to provide this 
information to a central contractor registration database to be eligible 
for award.)
    (1) All offerors must submit the information required in paragraphs 
(l)(3) through (l)(5) of this provision to comply with debt collection 
requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 
26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by 
the Internal Revenue Service (IRS).
    (2) The TIN may be used by the Government to collect and report on 
any delinquent amounts arising out of the offeror's relationship with 
the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is 
subject to the payment reporting requirements described in FAR 4.904, 
the TIN provided hereunder may be matched with IRS records to verify the 
accuracy of the offeror's TIN.
    (3) Taxpayer Identification Number (TIN).
    [squ] TIN: --------------------.
    [squ] TIN has been applied for.
    [squ] TIN is not required because:
    [squ] Offeror is a nonresident alien, foreign corporation, or 
foreign partnership that does not have income effectively connected with 
the conduct of a trade or business in the United States and does not 
have an office or place of business or a fiscal paying agent in the 
United States;
    [squ] Offeror is an agency or instrumentality of a foreign 
government;
    [squ] Offeror is an agency or instrumentality of the Federal 
Government.
    (4) Type of organization.
    [squ] Sole proprietorship;
    [squ] Partnership;
    [squ] Corporate entity (not tax-exempt);
    [squ] Corporate entity (tax-exempt);
    [squ] Government entity (Federal, State, or local);
    [squ] Foreign government;
    [squ] International organization per 26 CFR 1.6049-4;
    [squ] Other ----------.
    (5) Common parent.
    [squ] Offeror is not owned or controlled by a common parent;
    [squ] Name and TIN of common parent:
    Name --------------------.
    TIN --------------------.
    (m) Restricted business operations in Sudan. By submission of its 
offer, the offeror certifies that the offeror does not conduct any 
restricted business operations in Sudan.
    (n) Prohibition on Contracting with Inverted Domestic Corporations. 
(1) Relation to Internal Revenue Code. A foreign entity that is treated 
as an inverted domestic corporation for purposes of the Internal Revenue 
Code at 26 U.S.C. 7874 (or would be except that the inversion 
transactions were completed on or before March 4, 2003), is also an 
inverted domestic corporation for purposes of 6 U.S.C. 395 and for this 
solicitation provision (see FAR 9.108).
    (2) Representation. By submission of its offer, the offeror 
represents that it is not an inverted domestic corporation and is not a 
subsidiary of one.
    (o) Sanctioned activities relating to Iran. (1) Unless a waiver is 
granted or an exception applies as provided in paragraph (o)(2) of this 
provision, by submission of its offer, the offeror certifies that the 
offeror, or any person owned or controlled by the offeror, does not 
engage in any activities for which sanctions may be imposed under 
section 5 of the Iran Sanctions Act of 1996.
    (2) The certification requirement of paragraph (o)(1) of this 
provision does not apply if--
    (i) This solicitation includes a trade agreements certification 
(e.g., 52.212-3(g) or a comparable agency provision); and
    (ii) The offeror has certified that all the offered products to be 
supplied are designated country end products.

                           (End of provision)

    Alternate I (APR 2002). As prescribed in 12.301(b)(2), add the 
following paragraph (c)(11) to the basic provision:

    (11) (Complete if the offeror has represented itself as 
disadvantaged in paragraph (c)(4) or (c)(9) of this provision.) [The 
offeror shall check the category in which its ownership falls]:

    --Black American.
    --Hispanic American.
    --Native American (American Indians, Eskimos, Aleuts, or Native 
Hawaiians).
    --Asian-Pacific American (persons with origins from Burma, Thailand, 
Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, 
Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust 
Territory of the Pacific Islands (Republic of Palau), Republic of the 
Marshall Islands, Federated States of Micronesia, the Commonwealth of 
the Northern Mariana Islands,

[[Page 63]]

Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).
    --Subcontinent Asian (Asian-Indian) American (persons with origins 
from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives 
Islands, or Nepal).
    --Individual/concern, other than one of the preceding.

    Alternate II (OCT 2000). As prescribed in 12.301(b)(2), add the 
following paragraph (c)(9)(iii) to the basic provision:

    (iii) Address. The offeror represents that its address --is, --is 
not in a region for which a small disadvantaged business procurement 
mechanism is authorized and its address has not changed since its 
certification as a small disadvantaged business concern or submission of 
its application for certification. The list of authorized small 
disadvantaged business procurement mechanisms and regions is posted at 
http://www.arnet.gov/References/sdbadjustments.htm. The offeror shall 
use the list in effect on the date of this solicitation. ``Address,'' as 
used in this provision, means the address of the offeror as listed on 
the Small Business Administration's register of small disadvantaged 
business concerns or the address on the completed application that the 
concern has submitted to the Small Business Administration or a Private 
Certifier in accordance with 13 CFR part 124, subpart B. For joint 
ventures, ``address'' refers to the address of the small disadvantaged 
business concern that is participating in the joint venture.

[60 FR 48252, Sept. 18, 1995]

    Editorial Note: For Federal Register citations affecting Sec. 
52.212-3, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec. 52.212-4  Contract Terms and Conditions--Commercial Items.

    As prescribed in 12.301(b)(3), insert the following clause:

       Contract Terms and Conditions--Commercial Items (JUN 2010)

    (a) Inspection/Acceptance. The Contractor shall only tender for 
acceptance those items that conform to the requirements of this 
contract. The Government reserves the right to inspect or test any 
supplies or services that have been tendered for acceptance. The 
Government may require repair or replacement of nonconforming supplies 
or reperformance of nonconforming services at no increase in contract 
price. If repair/replacement or reperformance will not correct the 
defects or is not possible, the Government may seek an equitable price 
reduction or adequate consideration for acceptance of nonconforming 
supplies or services. The Government must exercise its postacceptance 
rights (1) within a reasonable time after the defect was discovered or 
should have been discovered; and (2) before any substantial change 
occurs in the condition of the item, unless the change is due to the 
defect in the item.
    (b) Assignment. The Contractor or its assignee may assign its rights 
to receive payment due as a result of performance of this contract to a 
bank, trust company, or other financing institution, including any 
Federal lending agency in accordance with the Assignment of Claims Act 
(31 U.S.C. 3727). However, when a third party makes payment (e.g., use 
of the Governmentwide commercial purchase card), the Contractor may not 
assign its rights to receive payment under this contract.
    (c) Changes. Changes in the terms and conditions of this contract 
may be made only by written agreement of the parties.
    (d) Disputes. This contract is subject to the Contract Disputes Act 
of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this 
contract to reach agreement on any request for equitable adjustment, 
claim, appeal or action arising under or relating to this contract shall 
be a dispute to be resolved in accordance with the clause at FAR 52.233-
1, Disputes, which is incorporated herein by reference. The Contractor 
shall proceed diligently with performance of this contract, pending 
final resolution of any dispute arising under the contract.
    (e) Definitions. The clause at FAR 52.202-1, Definitions, is 
incorporated herein by reference.
    (f) Excusable delays. The Contractor shall be liable for default 
unless nonperformance is caused by an occurrence beyond the reasonable 
control of the Contractor and without its fault or negligence such as, 
acts of God or the public enemy, acts of the Government in either its 
sovereign or contractual capacity, fires, floods, epidemics, quarantine 
restrictions, strikes, unusually severe weather, and delays of common 
carriers. The Contractor shall notify the Contracting Officer in writing 
as soon as it is reasonably possible after the commencement of any 
excusable delay, setting forth the full particulars in connection 
therewith, shall remedy such occurrence with all reasonable dispatch, 
and shall promptly give written notice to the Contracting Officer of the 
cessation of such occurrence.
    (g) Invoice. (1) The Contractor shall submit an original invoice and 
three copies (or electronic invoice, if authorized) to the address 
designated in the contract to receive invoices. An invoice must 
include--
    (i) Name and address of the Contractor;
    (ii) Invoice date and number;
    (iii) Contract number, contract line item number and, if applicable, 
the order number;

[[Page 64]]

    (iv) Description, quantity, unit of measure, unit price and extended 
price of the items delivered;
    (v) Shipping number and date of shipment, including the bill of 
lading number and weight of shipment if shipped on Government bill of 
lading;
    (vi) Terms of any discount for prompt payment offered;
    (vii) Name and address of official to whom payment is to be sent;
    (viii) Name, title, and phone number of person to notify in event of 
defective invoice; and
    (ix) Taxpayer Identification Number (TIN). The Contractor shall 
include its TIN on the invoice only if required elsewhere in this 
contract.
    (x) Electronic funds transfer (EFT) banking information.
    (A) The Contractor shall include EFT banking information on the 
invoice only if required elsewhere in this contract.
    (B) If EFT banking information is not required to be on the invoice, 
in order for the invoice to be a proper invoice, the Contractor shall 
have submitted correct EFT banking information in accordance with the 
applicable solicitation provision, contract clause (e.g., 52.232-33, 
Payment by Electronic Funds Transfer--Central Contractor Registration, 
or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central 
Contractor Registration), or applicable agency procedures.
    (C) EFT banking information is not required if the Government waived 
the requirement to pay by EFT.
    (2) Invoices will be handled in accordance with the Prompt Payment 
Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt 
payment regulations at 5 CFR part 1315.
    (h) Patent indemnity. The Contractor shall indemnify the Government 
and its officers, employees and agents against liability, including 
costs, for actual or alleged direct or contributory infringement of, or 
inducement to infringe, any United States or foreign patent, trademark 
or copyright, arising out of the performance of this contract, provided 
the Contractor is reasonably notified of such claims and proceedings.
    (i) Payment--(1) Items accepted. Payment shall be made for items 
accepted by the Government that have been delivered to the delivery 
destinations set forth in this contract.
    (2) Prompt payment. The Government will make payment in accordance 
with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment 
regulations at 5 CFR part 1315.
    (3) Electronic Funds Transfer (EFT). If the Government makes payment 
by EFT, see 52.212-5(b) for the appropriate EFT clause.
    (4) Discount. In connection with any discount offered for early 
payment, time shall be computed from the date of the invoice. For the 
purpose of computing the discount earned, payment shall be considered to 
have been made on the date which appears on the payment check or the 
specified payment date if an electronic funds transfer payment is made.
    (5) Overpayments. If the Contractor becomes aware of a duplicate 
contract financing or invoice payment or that the Government has 
otherwise overpaid on a contract financing or invoice payment, the 
Contractor shall--
    (i) Remit the overpayment amount to the payment office cited in the 
contract along with a description of the overpayment including the--
    (A) Circumstances of the overpayment (e.g., duplicate payment, 
erroneous payment, liquidation errors, date(s) of overpayment);
    (B) Affected contract number and delivery order number, if 
applicable;
    (C) Affected contract line item or subline item, if applicable; and
    (D) Contractor point of contact.
    (ii) Provide a copy of the remittance and supporting documentation 
to the Contracting Officer.
    (6) Interest. (i) All amounts that become payable by the Contractor 
to the Government under this contract shall bear simple interest from 
the date due until paid unless paid within 30 days of becoming due. The 
interest rate shall be the interest rate established by the Secretary of 
the Treasury as provided in Section 611 of the Contract Disputes Act of 
1978 (Public Law 95-563), which is applicable to the period in which the 
amount becomes due, as provided in (i)(6)(v) of this clause, and then at 
the rate applicable for each six-month period as fixed by the Secretary 
until the amount is paid.
    (ii) The Government may issue a demand for payment to the Contractor 
upon finding a debt is due under the contract.
    (iii) Final decisions. The Contracting Officer will issue a final 
decision as required by 33.211 if--
    (A) The Contracting Officer and the Contractor are unable to reach 
agreement on the existence or amount of a debt within 30 days;
    (B) The Contractor fails to liquidate a debt previously demanded by 
the Contracting Officer within the timeline specified in the demand for 
payment unless the amounts were not repaid because the Contractor has 
requested an installment payment agreement; or
    (C) The Contractor requests a deferment of collection on a debt 
previously demanded by the Contracting Officer (see 32.607-2).
    (iv) If a demand for payment was previously issued for the debt, the 
demand for payment included in the final decision shall identify the 
same due date as the original demand for payment.

[[Page 65]]

    (v) Amounts shall be due at the earliest of the following dates:
    (A) The date fixed under this contract.
    (B) The date of the first written demand for payment, including any 
demand for payment resulting from a default termination.
    (vi) The interest charge shall be computed for the actual number of 
calendar days involved beginning on the due date and ending on--
    (A) The date on which the designated office receives payment from 
the Contractor;
    (B) The date of issuance of a Government check to the Contractor 
from which an amount otherwise payable has been withheld as a credit 
against the contract debt; or
    (C) The date on which an amount withheld and applied to the contract 
debt would otherwise have become payable to the Contractor.
    (vii) The interest charge made under this clause may be reduced 
under the procedures prescribed in 32.608-2 of the Federal Acquisition 
Regulation in effect on the date of this contract.
    (j) Risk of loss. Unless the contract specifically provides 
otherwise, risk of loss or damage to the supplies provided under this 
contract shall remain with the Contractor until, and shall pass to the 
Government upon:
    (1) Delivery of the supplies to a carrier, if transportation is 
f.o.b. origin; or
    (2) Delivery of the supplies to the Government at the destination 
specified in the contract, if transportation is f.o.b. destination.
    (k) Taxes. The contract price includes all applicable Federal, 
State, and local taxes and duties.
    (l) Termination for the Government's convenience. The Government 
reserves the right to terminate this contract, or any part hereof, for 
its sole convenience. In the event of such termination, the Contractor 
shall immediately stop all work hereunder and shall immediately cause 
any and all of its suppliers and subcontractors to cease work. Subject 
to the terms of this contract, the Contractor shall be paid a percentage 
of the contract price reflecting the percentage of the work performed 
prior to the notice of termination, plus reasonable charges the 
Contractor can demonstrate to the satisfaction of the Government using 
its standard record keeping system, have resulted from the termination. 
The Contractor shall not be required to comply with the cost accounting 
standards or contract cost principles for this purpose. This paragraph 
does not give the Government any right to audit the Contractor's 
records. The Contractor shall not be paid for any work performed or 
costs incurred which reasonably could have been avoided.
    (m) Termination for cause. The Government may terminate this 
contract, or any part hereof, for cause in the event of any default by 
the Contractor, or if the Contractor fails to comply with any contract 
terms and conditions, or fails to provide the Government, upon request, 
with adequate assurances of future performance. In the event of 
termination for cause, the Government shall not be liable to the 
Contractor for any amount for supplies or services not accepted, and the 
Contractor shall be liable to the Government for any and all rights and 
remedies provided by law. If it is determined that the Government 
improperly terminated this contract for default, such termination shall 
be deemed a termination for convenience.
    (n) Title. Unless specified elsewhere in this contract, title to 
items furnished under this contract shall pass to the Government upon 
acceptance, regardless of when or where the Government takes physical 
possession.
    (o) Warranty. The Contractor warrants and implies that the items 
delivered hereunder are merchantable and fit for use for the particular 
purpose described in this contract.
    (p) Limitation of liability. Except as otherwise provided by an 
express warranty, the Contractor will not be liable to the Government 
for consequential damages resulting from any defect or deficiencies in 
accepted items.
    (q) Other compliances. The Contractor shall comply with all 
applicable Federal, State and local laws, executive orders, rules and 
regulations applicable to its performance under this contract.
    (r) Compliance with laws unique to Government contracts. The 
Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations 
on the use of appropriated funds to influence certain Federal contracts; 
18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et 
seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, 
Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to 
whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 
423 relating to procurement integrity.
    (s) Order of precedence. Any inconsistencies in this solicitation or 
contract shall be resolved by giving precedence in the following order: 
(1) the schedule of supplies/services; (2) the Assignments, Disputes, 
Payments, Invoice, Other Compliances, and Compliance with Laws Unique to 
Government Contracts paragraphs of this clause; (3) the clause at 
52.212-5; (4) addenda to this solicitation or contract, including any 
license agreements for computer software; (5) solicitation provisions if 
this is a solicitation; (6) other paragraphs of this clause; (7) the 
Standard Form 1449; (8) other documents, exhibits, and attachments; and 
(9) the specification.
    (t) Central Contractor Registration (CCR). (1) Unless exempted by an 
addendum to this contract, the Contractor is responsible during 
performance and through final payment of any contract for the accuracy 
and completeness of the data within the CCR database, and for any 
liability resulting from the

[[Page 66]]

Government's reliance on inaccurate or incomplete data. To remain 
registered in the CCR database after the initial registration, the 
Contractor is required to review and update on an annual basis from the 
date of initial registration or subsequent updates its information in 
the CCR database to ensure it is current, accurate and complete. 
Updating information in the CCR does not alter the terms and conditions 
of this contract and is not a substitute for a properly executed 
contractual document.
    (2)(i) If a Contractor has legally changed its business name, 
``doing business as'' name, or division name (whichever is shown on the 
contract), or has transferred the assets used in performing the 
contract, but has not completed the necessary requirements regarding 
novation and change-of-name agreements in FAR subpart 42.12, the 
Contractor shall provide the responsible Contracting Officer a minimum 
of one business day's written notification of its intention to (A) 
change the name in the CCR database; (B) comply with the requirements of 
subpart 42.12; and (C) agree in writing to the timeline and procedures 
specified by the responsible Contracting Officer. The Contractor must 
provide with the notification sufficient documentation to support the 
legally changed name.
    (ii) If the Contractor fails to comply with the requirements of 
paragraph (t)(2)(i) of this clause, or fails to perform the agreement at 
paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly 
executed novation or change-of-name agreement, the CCR information that 
shows the Contractor to be other than the Contractor indicated in the 
contract will be considered to be incorrect information within the 
meaning of the ``Suspension of Payment'' paragraph of the electronic 
funds transfer (EFT) clause of this contract.
    (3) The Contractor shall not change the name or address for EFT 
payments or manual payments, as appropriate, in the CCR record to 
reflect an assignee for the purpose of assignment of claims (see Subpart 
32.8, Assignment of Claims). Assignees shall be separately registered in 
the CCR database. Information provided to the Contractor's CCR record 
that indicates payments, including those made by EFT, to an ultimate 
recipient other than that Contractor will be considered to be incorrect 
information within the meaning of the ``Suspension of payment'' 
paragraph of the EFT clause of this contract.
    (4) Offerors and Contractors may obtain information on registration 
and annual confirmation requirements via the internet at http://
www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

                             (End of clause)

    Alternate I (OCT 2008). When a time-and-materials or labor-hour 
contract is contemplated, substitute the following paragraphs (a), (e), 
(i) and (l) for those in the basic clause.

    (a) Inspection/Acceptance. (1) The Government has the right to 
inspect and test all materials furnished and services performed under 
this contract, to the extent practicable at all places and times, 
including the period of performance, and in any event before acceptance. 
The Government may also inspect the plant or plants of the Contractor or 
any subcontractor engaged in contract performance. The Government will 
perform inspections and tests in a manner that will not unduly delay the 
work.
    (2) If the Government performs inspection or tests on the premises 
of the Contractor or a subcontractor, the Contractor shall furnish and 
shall require subcontractors to furnish all reasonable facilities and 
assistance for the safe and convenient performance of these duties.
    (3) Unless otherwise specified in the contract, the Government will 
accept or reject services and materials at the place of delivery as 
promptly as practicable after delivery, and they will be presumed 
accepted 60 days after the date of delivery, unless accepted earlier.
    (4) At any time during contract performance, but not later than 6 
months (or such other time as may be specified in the contract) after 
acceptance of the services or materials last delivered under this 
contract, the Government may require the Contractor to replace or 
correct services or materials that at time of delivery failed to meet 
contract requirements. Except as otherwise specified in paragraph (a)(6) 
of this clause, the cost of replacement or correction shall be 
determined under paragraph (i) of this clause, but the ``hourly rate'' 
for labor hours incurred in the replacement or correction shall be 
reduced to exclude that portion of the rate attributable to profit. 
Unless otherwise specified below, the portion of the ``hourly rate'' 
attributable to profit shall be 10 percent. The Contractor shall not 
tender for acceptance materials and services required to be replaced or 
corrected without disclosing the former requirement for replacement or 
correction, and, when required, shall disclose the corrective action 
taken. [Insert portion of labor rate attributable to profit.]
    (5)(i) If the Contractor fails to proceed with reasonable promptness 
to perform required replacement or correction, and if the replacement or 
correction can be performed within the ceiling price (or the ceiling 
price as increased by the Government), the Government may--

[[Page 67]]

    (A) By contract or otherwise, perform the replacement or correction, 
charge to the Contractor any increased cost, or deduct such increased 
cost from any amounts paid or due under this contract; or
    (B) Terminate this contract for cause.
    (ii) Failure to agree to the amount of increased cost to be charged 
to the Contractor shall be a dispute under the Disputes clause of the 
contract.
    (6) Notwithstanding paragraphs (a)(4) and (5) above, the Government 
may at any time require the Contractor to remedy by correction or 
replacement, without cost to the Government, any failure by the 
Contractor to comply with the requirements of this contract, if the 
failure is due to--
    (i) Fraud, lack of good faith, or willful misconduct on the part of 
the Contractor's managerial personnel; or
    (ii) The conduct of one or more of the Contractor's employees 
selected or retained by the Contractor after any of the Contractor's 
managerial personnel has reasonable grounds to believe that the employee 
is habitually careless or unqualified.
    (7) This clause applies in the same manner and to the same extent to 
corrected or replacement materials or services as to materials and 
services originally delivered under this contract.
    (8) The Contractor has no obligation or liability under this 
contract to correct or replace materials and services that at time of 
delivery do not meet contract requirements, except as provided in this 
clause or as may be otherwise specified in the contract.
    (9) Unless otherwise specified in the contract, the Contractor's 
obligation to correct or replace Government-furnished property shall be 
governed by the clause pertaining to Government property.
    (e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is 
incorporated herein by reference. As used in this clause--
    (i) Direct materials means those materials that enter directly into 
the end product, or that are used or consumed directly in connection 
with the furnishing of the end product or service.
    (ii) Hourly rate means the rate(s) prescribed in the contract for 
payment for labor that meets the labor category qualifications of a 
labor category specified in the contract that are--
    (A) Performed by the contractor;
    (B) Performed by the subcontractors; or
    (C) Transferred between divisions, subsidiaries, or affiliates of 
the contractor under a common control.
    (iii) Materials means--
    (A) Direct materials, including supplies transferred between 
divisions, subsidiaries, or affiliates of the contractor under a common 
control;
    (B) Subcontracts for supplies and incidental services for which 
there is not a labor category specified in the contract;
    (C) Other direct costs (e.g., incidental services for which there is 
not a labor category specified in the contract, travel, computer usage 
charges, etc.);
    (D) The following subcontracts for services which are specifically 
excluded from the hourly rate: [Insert any subcontracts for services to 
be excluded from the hourly rates prescribed in the schedule.]; and
    (E) Indirect costs specifically provided for in this clause.
    (iv) Subcontract means any contract, as defined in FAR Subpart 2.1, 
entered into with a subcontractor to furnish supplies or services for 
performance of the prime contract or a subcontract including transfers 
between divisions, subsidiaries, or affiliates of a contractor or 
subcontractor. It includes, but is not limited to, purchase orders, and 
changes and modifications to purchase orders.
    (i) Payments. (1) Services accepted. Payment shall be made for 
services accepted by the Government that have been delivered to the 
delivery destination(s) set forth in this contract. The Government will 
pay the Contractor as follows upon the submission of commercial invoices 
approved by the Contracting Officer:
    (i) Hourly rate.
    (A) The amounts shall be computed by multiplying the appropriate 
hourly rates prescribed in the contract by the number of direct labor 
hours performed. Fractional parts of an hour shall be payable on a 
prorated basis.
    (B) The rates shall be paid for all labor performed on the contract 
that meets the labor qualifications specified in the contract. Labor 
hours incurred to perform tasks for which labor qualifications were 
specified in the contract will not be paid to the extent the work is 
performed by individuals that do not meet the qualifications specified 
in the contract, unless specifically authorized by the Contracting 
Officer.
    (C) Invoices may be submitted once each month (or at more frequent 
intervals, if approved by the Contracting Officer) to the Contracting 
Officer or the authorized representative.
    (D) When requested by the Contracting Officer or the authorized 
representative, the Contractor shall substantiate invoices (including 
any subcontractor hours reimbursed at the hourly rate in the schedule) 
by evidence of actual payment, individual daily job timecards, records 
that verify the employees meet the qualifications for the labor 
categories specified in the contract, or other substantiation specified 
in the contract.
    (E) Unless the Schedule prescribes otherwise, the hourly rates in 
the Schedule shall not be varied by virtue of the Contractor having 
performed work on an overtime basis.

[[Page 68]]

    (1) If no overtime rates are provided in the Schedule and the 
Contracting Officer approves overtime work in advance, overtime rates 
shall be negotiated.
    (2) Failure to agree upon these overtime rates shall be treated as a 
dispute under the Disputes clause of this contract.
    (3) If the Schedule provides rates for overtime, the premium portion 
of those rates will be reimbursable only to the extent the overtime is 
approved by the Contracting Officer.
    (ii) Materials.
    (A) If the Contractor furnishes materials that meet the definition 
of a commercial item at FAR 2.101, the price to be paid for such 
materials shall be the contractor's established catalog or market price, 
adjusted to reflect the--
    (1) Quantities being acquired; and
    (2) Any modifications necessary because of contract requirements.
    (B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of 
this clause, the Government will reimburse the Contractor the actual 
cost of materials (less any rebates, refunds, or discounts received by 
the contractor that are identifiable to the contract) provided the 
Contractor--
    (1) Has made payments for materials in accordance with the terms and 
conditions of the agreement or invoice; or
    (2) Makes these payments within 30 days of the submission of the 
Contractor's payment request to the Government and such payment is in 
accordance with the terms and conditions of the agreement or invoice.
    (C) To the extent able, the Contractor shall--
    (1) Obtain materials at the most advantageous prices available with 
due regard to securing prompt delivery of satisfactory materials; and
    (2) Give credit to the Government for cash and trade discounts, 
rebates, scrap, commissions, and other amounts that are identifiable to 
the contract.
    (D) Other Costs. Unless listed below, other direct and indirect 
costs will not be reimbursed.
    (1) Other Direct Costs. The Government will reimburse the Contractor 
on the basis of actual cost for the following, provided such costs 
comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: 
[Insert each element of other direct costs (e.g., travel, computer usage 
charges, etc. Insert ``None'' if no reimbursement for other direct costs 
will be provided. If this is an indefinite delivery contract, the 
Contracting Officer may insert ``Each order must list separately the 
elements of other direct charge(s) for that order or, if no 
reimbursement for other direct costs will be provided, insert `None'''.]
    (2) Indirect Costs (Material Handling, Subcontract Administration, 
etc.). The Government will reimburse the Contractor for indirect costs 
on a pro-rata basis over the period of contract performance at the 
following fixed price: [Insert a fixed amount for the indirect costs and 
payment schedule. Insert ``$0'' if no fixed price reimbursement for 
indirect costs will be provided. (If this is an indefinite delivery 
contract, the Contracting Officer may insert ``Each order must list 
separately the fixed amount for the indirect costs and payment schedule 
or, if no reimbursement for indirect costs, insert `None').'']
    (2) Total cost. It is estimated that the total cost to the 
Government for the performance of this contract shall not exceed the 
ceiling price set forth in the Schedule and the Contractor agrees to use 
its best efforts to perform the work specified in the Schedule and all 
obligations under this contract within such ceiling price. If at any 
time the Contractor has reason to believe that the hourly rate payments 
and material costs that will accrue in performing this contract in the 
next succeeding 30 days, if added to all other payments and costs 
previously accrued, will exceed 85 percent of the ceiling price in the 
Schedule, the Contractor shall notify the Contracting Officer giving a 
revised estimate of the total price to the Government for performing 
this contract with supporting reasons and documentation. If at any time 
during the performance of this contract, the Contractor has reason to 
believe that the total price to the Government for performing this 
contract will be substantially greater or less than the then stated 
ceiling price, the Contractor shall so notify the Contracting Officer, 
giving a revised estimate of the total price for performing this 
contract, with supporting reasons and documentation. If at any time 
during performance of this contract, the Government has reason to 
believe that the work to be required in performing this contract will be 
substantially greater or less than the stated ceiling price, the 
Contracting Officer will so advise the Contractor, giving the then 
revised estimate of the total amount of effort to be required under the 
contract.
    (3) Ceiling price. The Government will not be obligated to pay the 
Contractor any amount in excess of the ceiling price in the Schedule, 
and the Contractor shall not be obligated to continue performance if to 
do so would exceed the ceiling price set forth in the Schedule, unless 
and until the Contracting Officer notifies the Contractor in writing 
that the ceiling price has been increased and specifies in the notice a 
revised ceiling that shall constitute the ceiling price for performance 
under this contract. When and to the extent that the ceiling price set 
forth in the Schedule has been increased, any hours expended and 
material costs incurred by the Contractor in excess of the ceiling price 
before the increase shall be allowable to the same extent as if the 
hours expended

[[Page 69]]

and material costs had been incurred after the increase in the ceiling 
price.
    (4) Access to records. At any time before final payment under this 
contract, the Contracting Officer (or authorized representative) will 
have access to the following (access shall be limited to the listing 
below unless otherwise agreed to by the Contractor and the Contracting 
Officer):
    (i) Records that verify that the employees whose time has been 
included in any invoice meet the qualifications for the labor categories 
specified in the contract;
    (ii) For labor hours (including any subcontractor hours reimbursed 
at the hourly rate in the schedule), when timecards are required as 
substantiation for payment--
    (A) The original timecards (paper-based or electronic);
    (B) The Contractor's timekeeping procedures;
    (C) Contractor records that show the distribution of labor between 
jobs or contracts; and
    (D) Employees whose time has been included in any invoice for the 
purpose of verifying that these employees have worked the hours shown on 
the invoices.
    (iii) For material and subcontract costs that are reimbursed on the 
basis of actual cost--
    (A) Any invoices or subcontract agreements substantiating material 
costs; and
    (B) Any documents supporting payment of those invoices.
    (5) Overpayments/Underpayments. Each payment previously made shall 
be subject to reduction to the extent of amounts, on preceding invoices, 
that are found by the Contracting Officer not to have been properly 
payable and shall also be subject to reduction for overpayments or to 
increase for underpayments. The Contractor shall promptly pay any such 
reduction within 30 days unless the parties agree otherwise. The 
Government within 30 days will pay any such increases, unless the 
parties agree otherwise. The Contractor's payment will be made by check. 
If the Contractor becomes aware of a duplicate invoice payment or that 
the Government has otherwise overpaid on an invoice payment, the 
Contractor shall--
    (i) Remit the overpayment amount to the payment office cited in the 
contract along with a description of the overpayment including the--
    (A) Circumstances of the overpayment (e.g., duplicate payment, 
erroneous payment, liquidation errors, date(s) of overpayment);
    (B) Affected contract number and delivery order number, if 
applicable;
    (C) Affected contract line item or subline item, if applicable; and
    (D) Contractor point of contact.
    (ii) Provide a copy of the remittance and supporting documentation 
to the Contracting Officer.
    (6)(i) All amounts that become payable by the Contractor to the 
Government under this contract shall bear simple interest from the date 
due until paid unless paid within 30 days of becoming due. The interest 
rate shall be the interest rate established by the Secretary of the 
Treasury, as provided in section 611 of the Contract Disputes Act of 
1978 (Public Law 95-563), which is applicable to the period in which the 
amount becomes due, and then at the rate applicable for each six month 
period as established by the Secretary until the amount is paid.
    (ii) The Government may issue a demand for payment to the Contractor 
upon finding a debt is due under the contract.
    (iii) Final Decisions. The Contracting Officer will issue a final 
decision as required by 33.211 if--
    (A) The Contracting Officer and the Contractor are unable to reach 
agreement on the existence or amount of a debt in a timely manner;
    (B) The Contractor fails to liquidate a debt previously demanded by 
the Contracting Officer within the timeline specified in the demand for 
payment unless the amounts were not repaid because the Contractor has 
requested an installment payment agreement; or
    (C) The Contractor requests a deferment of collection on a debt 
previously demanded by the Contracting Officer (see FAR 32.607-2).
    (iv) If a demand for payment was previously issued for the debt, the 
demand for payment included in the final decision shall identify the 
same due date as the original demand for payment.
    (v) Amounts shall be due at the earliest of the following dates:
    (A) The date fixed under this contract.
    (B) The date of the first written demand for payment, including any 
demand for payment resulting from a default termination.
    (vi) The interest charge shall be computed for the actual number of 
calendar days involved beginning on the due date and ending on--
    (A) The date on which the designated office receives payment from 
the Contractor;
    (B) The date of issuance of a Government check to the Contractor 
from which an amount otherwise payable has been withheld as a credit 
against the contract debt; or
    (C) The date on which an amount withheld and applied to the contract 
debt would otherwise have become payable to the Contractor.
    (vii) The interest charge made under this clause may be reduced 
under the procedures prescribed in 32.608-2 of the Federal Acquisition 
Regulation in effect on the date of this contract.
    (viii) Upon receipt and approval of the invoice designated by the 
Contractor as the

[[Page 70]]

``completion invoice'' and supporting documentation, and upon compliance 
by the Contractor with all terms of this contract, any outstanding 
balances will be paid within 30 days unless the parties agree otherwise. 
The completion invoice, and supporting documentation, shall be submitted 
by the Contractor as promptly as practicable following completion of the 
work under this contract, but in no event later than 1 year (or such 
longer period as the Contracting Officer may approve in writing) from 
the date of completion.
    (7) Release of claims. The Contractor, and each assignee under an 
assignment entered into under this contract and in effect at the time of 
final payment under this contract, shall execute and deliver, at the 
time of and as a condition precedent to final payment under this 
contract, a release discharging the Government, its officers, agents, 
and employees of and from all liabilities, obligations, and claims 
arising out of or under this contract, subject only to the following 
exceptions.
    (i) Specified claims in stated amounts, or in estimated amounts if 
the amounts are not susceptible to exact statement by the Contractor.
    (ii) Claims, together with reasonable incidental expenses, based 
upon the liabilities of the Contractor to third parties arising out of 
performing this contract, that are not known to the Contractor on the 
date of the execution of the release, and of which the Contractor gives 
notice in writing to the Contracting Officer not more than 6 years after 
the date of the release or the date of any notice to the Contractor that 
the Government is prepared to make final payment, whichever is earlier.
    (iii) Claims for reimbursement of costs (other than expenses of the 
Contractor by reason of its indemnification of the Government against 
patent liability), including reasonable incidental expenses, incurred by 
the Contractor under the terms of this contract relating to patents.
    (8) Prompt payment. The Government will make payment in accordance 
with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment 
regulations at 5 CFR part 1315.
    (9) Electronic Funds Transfer (EFT). If the Government makes payment 
by EFT, see 52.212-5(b) for the appropriate EFT clause.
    (10) Discount. In connection with any discount offered for early 
payment, time shall be computed from the date of the invoice. For the 
purpose of computing the discount earned, payment shall be considered to 
have been made on the date that appears on the payment check or the 
specified payment date if an electronic funds transfer payment is made.
    (l) Termination for the Government's convenience. The Government 
reserves the right to terminate this contract, or any part hereof, for 
its sole convenience. In the event of such termination, the Contractor 
shall immediately stop all work hereunder and shall immediately cause 
any and all of its suppliers and subcontractors to cease work. Subject 
to the terms of this contract, the Contractor shall be paid an amount 
for direct labor hours (as defined in the Schedule of the contract) 
determined by multiplying the number of direct labor hours expended 
before the effective date of termination by the hourly rate(s) in the 
contract, less any hourly rate payments already made to the Contractor 
plus reasonable charges the Contractor can demonstrate to the 
satisfaction of the Government using its standard record keeping system 
that have resulted from the termination. The Contractor shall not be 
required to comply with the cost accounting standards or contract cost 
principles for this purpose. This paragraph does not give the Government 
any right to audit the Contractor's records. The Contractor shall not be 
paid for any work performed or costs incurred that reasonably could have 
been avoided.

[60 FR 48254, Sept. 18, 1995, as amended at 61 FR 45773, Aug. 29, 1996; 
62 FR 12711, Mar. 14, 1997; 63 FR 9052, Feb. 23, 1998; 64 FR 10542, Mar. 
4, 1999; 66 FR 2139, Jan. 10, 2001; 66 FR 53485, Oct. 22, 2001; 66 FR 
65350, Dec. 18, 2001; 68 FR 56675, 56683, Oct. 1, 2003; 70 FR 57455, 
Sept. 30, 2005; 71 FR 74677, Dec. 12, 2006; 73 FR 54005, Sept. 17, 2008; 
74 FR 14636, Mar. 31, 2009; 75 FR 34260, June 16, 2010]



Sec. 52.212-5  Contract Terms and Conditions Required To Implement 

          Statutes or Executive Orders--Commercial Items.

    As prescribed in 12.301(b)(4), insert the following clause:

    Contract Terms and Conditions Required To Implement Statutes or 
              Executive Orders--Commercial Items (OCT 2010)

    (a) The Contractor shall comply with the following Federal 
Acquisition Regulation (FAR) clauses, which are incorporated in this 
contract by reference, to implement provisions of law or Executive 
orders applicable to acquisitions of commercial items:
    (1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 
U.S.C. 7104(g)).
    (2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
    (3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) 
(Pub. L. 108-77, 108-78).
    (b) The Contractor shall comply with the FAR clauses in this 
paragraph (b) that the Contracting Officer has indicated as being 
incorporated in this contract by reference to implement provisions of 
law or Executive orders applicable to acquisitions of commercial

[[Page 71]]

items: [Contracting Officer check as appropriate.]
    ------(1) 52.203-6, Restrictions on Subcontractor Sales to the 
Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 
10 U.S.C. 2402).
    ------(2) 52.203-13, Contractor Code of Business Ethics and Conduct 
(APR 2010)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).
    ------(3) 52.203-15, Whistleblower Protections under the American 
Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. 
L. 111-5). (Applies to contracts funded by the American Recovery and 
Reinvestment Act of 2009.)
    ------(4) 52.204-10, Reporting Executive Compensation and First-Tier 
Subcontract Awards (JUL 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).
    ------(5) 52.204-11, American Recovery and Reinvestment Act--
Reporting Requirements (JUL 2010) (Pub. L. 111-5).
    ------(6) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15 
U.S.C. 657a).
    ------(7) 52.219-4, Notice of Price Evaluation Preference for 
HUBZone Small Business Concerns (JUL 2005) (if the offeror elects to 
waive the preference, it shall so indicate in its offer) (15 U.S.C. 
657a).
    ------(8) [Reserved]
    ------(9)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUN 
2003) (15 U.S.C. 644).
    ------(ii) Alternate I (OCT 1995) of 52.219-6.
    ------(iii) Alternate II (MAR 2004) of 52.219-6.
    ------(10)(i) 52.219-7, Notice of Partial Small Business Set-Aside 
(JUN 2003) (15 U.S.C. 644).
    ------(ii) Alternate I (OCT 1995) of 52.219-7.
    ------(iii) Alternate II (MAR 2004) of 52.219-7.
    ------(11) 52.219-8, Utilization of Small Business Concerns (MAY 
2004) (15 U.S.C. 637 (d)(2) and (3)).
    ------(12)(i) 52.219-9, Small Business Subcontracting Plan (OCT 
2010) (15 U.S.C. 637(d)(4).
    ------(ii) Alternate I (OCT 2001) of 52.219-9.
    ------(iii) Alternate II (OCT 2001) of 52.219-9.
    ------(13) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 
U.S.C. 637(a)(14)).
    ------(14) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 
1999) (15 U.S.C. 637(d)(4)(F)(i)).
    ------(15)(i) 52.219-23, Notice of Price Evaluation Adjustment for 
Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323)(if the 
offeror elects to waive the adjustment, it shall so indicate in its 
offer.)
    ------(ii) Alternate I (JUN 2003) of 52.219-23.
    ------(16) 52.219-25, Small Disadvantaged Business Participation 
Program--Disadvantaged Status and Reporting (APR 2008) (Pub. L. 103-355, 
section 7102, and 10 U.S.C. 2323).
    ------(17) 52.219-26, Small Disadvantaged Business Participation 
Program--Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 
7102, and 10 U.S.C. 2323).
    ------(18) 52.219-27, Notice of Total Service-Disabled Veteran-Owned 
Small Business Set-Aside (MAY 2004)(15 U.S.C. 657 f).
    ------(19) 52.219-28, Post Award Small Business Program 
Rerepresentation (APR 2009) (15 U.S.C. 632(a)(2)).
    ------(20) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).
    ------(21) 52.222-19, Child Labor--Cooperation with Authorities and 
Remedies (JUL 2010) (E.O. 13126).
    ------(22) 52.222-21, Prohibition of Segregated Facilities (FEB 
1999).
    ------(23) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
    ------(24) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 
U.S.C. 4212).
    ------(25) 52.222-36, Affirmative Action for Workers with 
Disabilities (OCT 2010) (29 U.S.C. 793).
    ------(26) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 
U.S.C. 4212).
    ------(27) 52.222-54, Employment Eligibility Verification (JAN 
2009). (Executive Order 12989). (Not applicable to the acquisition of 
commercially available off-the-shelf items or certain other types of 
commercial items as prescribed in 22.1803.)
    ------(28)(i) 52.223-9, Estimate of Percentage of Recovered Material 
Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 
6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially 
available off-the-shelf items.)
    ------(ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 
6962(i)(2)(C)). (Not applicable to the acquisition of commercially 
available off-the-shelf items.)
    ------(29) 52.223-15, Energy Efficiency in Energy-Consuming Products 
(DEC 2007) (42 U.S.C. 8259b).
    ------(30)(i) 52.223-16, IEEE 1680 Standard for the Environmental 
Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).
    ------(ii) Alternate I (DEC 2007) of 52.223-16.
    ------(31) 52.223-18, Contractor Policy to Ban Text Messaging while 
Driving (SEP 2010) (E.O. 13513).
    ------(32) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 
U.S.C. 10a-10d).
    ------(33)(i) 52.225-3, Buy American Act--Free Trade Agreements--
Israeli Trade Act (JUN 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 
U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 
108-302, 109-53, 109-169, 109-283, and 110-138).
    ------(ii) Alternate I (JAN 2004) of 52.225-3.
    ------(iii) Alternate II (JAN 2004) of 52.225-3.
    ---- (34) 52.225-5, Trade Agreements (Aug 09) (19 U.S.C. 2501, et 
seq., 19 U.S.C. 3301 note).
    ------(35) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 
2008) (E.O.'s, proclamations, and statutes administered by the

[[Page 72]]

Office of Foreign Assets Control of the Department of the Treasury.
    ------(36) 52.226-4, Notice of Disaster or Emergency Area Set-Aside 
(NOV 2007) (42 U.S.C. 5150).
    ------(37) 52.226-5, Restrictions on Subcontracting Outside Disaster 
or Emergency Area (NOV 2007) (42 U.S.C. 5150).
    ------(38) 52.232-29, Terms for Financing of Purchases of Commercial 
Items (FEB 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
    ------(39) 52.232-30, Installment Payments for Commercial Items (OCT 
1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
    ------(40) 52.232-33, Payment by Electronic Funds Transfer--Central 
Contractor Registration (OCT 2003) (31 U.S.C. 3332).
    ------(41) 52.232-34, Payment by Electronic Funds Transfer--Other 
than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332).
    ------(42) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 
3332).
    ------(43) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 
U.S.C. 552a).
    ------(44)(i) 52.247-64, Preference for Privately Owned U.S.-Flag 
Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 
2631).
    ------(ii) Alternate I (APR 2003) of 52.247-64.
    (c) The Contractor shall comply with the FAR clauses in this 
paragraph (c), applicable to commercial services, that the Contracting 
Officer has indicated as being incorporated in this contract by 
reference to implement provisions of law or Executive orders applicable 
to acquisitions of commercial items: [Contracting Officer check as 
appropriate.]
    ------(1) 52.222-41, Service Contract Act of 1965 ``(NOV 2007)'' (41 
U.S.C. 351, et seq.).
    ------(2) 52.222-42, Statement of Equivalent Rates for Federal Hires 
(MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
    ------(3) 52.222-43, Fair Labor Standards Act and Service Contract 
Act--Price Adjustment (Multiple Year and Option Contracts) (SEP 2009) 
(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
    ------(4) 52.222-44, Fair Labor Standards Act and Service Contract 
Act--Price Adjustment (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et 
seq.).
    ------(5) 52.222-51, Exemption from Application of the Service 
Contract Act to Contracts for Maintenance, Calibration, or Repair of 
Certain Equipment--Requirements ``(NOV 2007)'' (41 U.S.C. 351, et seq.).
    ------(6) 52.222-53, Exemption from Application of the Service 
Contract Act to Contracts for Certain Services--Requirements (FEB 2009) 
(41 U.S.C. 351, et seq.).
    ------(7) 52.226-6, Promoting Excess Food Donation to Nonprofit 
Organizations. (MAR 2009) (Pub. L. 110-247).
    ------(8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) 
(31 U.S.C. 5112(p)(1)).
    (d) Comptroller General Examination of Record. The Contractor shall 
comply with the provisions of this paragraph (d) if this contract was 
awarded using other than sealed bid, is in excess of the simplified 
acquisition threshold, and does not contain the clause at 52.215-2, 
Audit and Records--Negotiation.
    (1) The Comptroller General of the United States, or an authorized 
representative of the Comptroller General, shall have access to and 
right to examine any of the Contractor's directly pertinent records 
involving transactions related to this contract.
    (2) The Contractor shall make available at its offices at all 
reasonable times the records, materials, and other evidence for 
examination, audit, or reproduction, until 3 years after final payment 
under this contract or for any shorter period specified in FAR Subpart 
4.7, Contractor Records Retention, of the other clauses of this 
contract. If this contract is completely or partially terminated, the 
records relating to the work terminated shall be made available for 3 
years after any resulting final termination settlement. Records relating 
to appeals under the disputes clause or to litigation or the settlement 
of claims arising under or relating to this contract shall be made 
available until such appeals, litigation, or claims are finally 
resolved.
    (3) As used in this clause, records include books, documents, 
accounting procedures and practices, and other data, regardless of type 
and regardless of form. This does not require the Contractor to create 
or maintain any record that the Contractor does not maintain in the 
ordinary course of business or pursuant to a provision of law.
    (e)(1) Notwithstanding the requirements of the clauses in paragraphs 
(a), (b), (c), and (d) of this clause, the Contractor is not required to 
flow down any FAR clause, other than those in this paragraph (e)(1) of 
this paragraph in a subcontract for commercial items. Unless otherwise 
indicated below, the extent of the flow down shall be as required by the 
clause--
    (i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 
2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).
    (ii) 52.219-8, Utilization of Small Business Concerns (October 2000) 
(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further 
subcontracting opportunities. If the subcontract (except subcontracts to 
small business concerns) exceeds $650,000 ($1.5 million for construction 
of any public facility), the subcontractor must include 52.219-8 in 
lower tier subcontracts that offer subcontracting opportunities.
    (iii) [Reserved]
    (iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
    (v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 
4212).

[[Page 73]]

    (vi) 52.222-36, Affirmative Action for Workers with Disabilities 
(OCT 2010) (29 U.S.C. 793).
    (vii) [Reserved]
    (viii) 52.222-41, Service Contract Act of 1965 ``(NOV 2007)'' (41 
U.S.C. 351, et seq.).
    (ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 
U.S.C. 7104(g)).
    ----Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).
    (x) 52.222-51, Exemption from Application of the Service Contract 
Act to Contracts for Maintenance, Calibration, or Repair of Certain 
Equipment--Requirements ``(NOV 2007)'' (41 U.S.C. 351, et seq.).
    (xi) 52.222-53, Exemption from Application of the Service Contract 
Act to Contracts for Certain Services-Requirements (FEB 2009)(41 U.S.C. 
351, et seq.).
    (xii) 52.222-54, Employment Eligibility Verification (JAN 2009).
    (xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit 
Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in 
accordance with paragraph (e) of FAR clause 52.226-6.
    (xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial 
Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow 
down required in accordance with paragraph (d) of FAR clause 52.247-64.
    (2) While not required, the contractor May include in its 
subcontracts for commercial items a minimal number of additional clauses 
necessary to satisfy its contractual obligations.

                             (End of clause)

    Alternate I (FEB 2000). As prescribed in 12.301(b)(4)(i), delete 
paragraph (d) from the basic clause, redesignate paragraph (e) as 
paragraph (d), and revise the reference to ``paragraphs (a), (b), (c), 
or (d) of this clause'' in the redesignated paragraph (d) to read 
``paragraphs (a), (b), and (c) of this clause''.
    Alternate II (OCT 2010). As prescribed in 12.301(b)(4)(ii), 
substitute the following paragraphs (d)(1) and (e)(1) for paragraphs 
(d)(1) and (e)(1) of the basic clause as follows:

    (d)(1) The Comptroller General of the United States, an appropriate 
Inspector General appointed under section 3 or 8G of the Inspector 
General Act of 1978 (5 U.S.C. App.), or an authorized representative of 
either of the foregoing officials shall have access to and right to--
    (i) Examine any of the Contractor's or any subcontractors' records 
that pertain to, and involve transactions relating to, this contract; 
and
    (ii) Interview any officer or employee regarding such transactions.
    (e)(1) Notwithstanding the requirements of the clauses in paragraphs 
(a), (b), and (c), of this clause, the Contractor is not required to 
flow down any FAR clause in a subcontract for commercial items, other 
than--
    (i) Paragraph (d) of this clause. This paragraph flows down to all 
subcontracts, except the authority of the Inspector General under 
paragraph (d)(1)(ii) does not flow down; and
    (ii) Those clauses listed in this paragraph (e)(1). Unless otherwise 
indicated below, the extent of the flow down shall be as required by the 
clause--
    (A) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 
2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).
    (B) 52.203--15, Whistleblower Protections Under the American 
Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. 
L. 111-5).
    (C) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 
U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further 
subcontracting opportunities. If the subcontract (except subcontracts to 
small business concerns) exceeds $650,000 ($1.5 million for construction 
of any public facility), the subcontractor must include 52.219-8 in 
lower tier subcontracts that offer subcontracting opportunities.
    (D) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
    (E) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 
4212).
    (F) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 
2010) (29 U.S.C. 793).
    (G) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 
351, et seq.).
    (H) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 
U.S.C. 7104(g)).
    (I) 52.222-51, Exemption from Application of the Service Contract 
Act to Contracts for Maintenance, Calibration, or Repair of Certain 
Equipment-Requirements (NOV 2007) (41 U.S.C. 351, et seq.).
    (J) 52.222-53, Exemption from Application of the Service Contract 
Act to Contracts for Certain Services-Requirements (FEB 2009) (41 U.S.C. 
351, et seq.).
    (K) 52.222-54, Employment Eligibility Verification (JAN 2009).
    (L) 52.226-6, Promoting Excess Food Donation to Nonprofit 
Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in 
accordance with paragraph (e) of FAR clause 52.226-6.
    (M) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial 
Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow 
down required in accordance with paragraph (d) of FAR clause 52.247-64.

[60 FR 48255, Sept. 18, 1995]

[[Page 74]]


    Editorial Note: For Federal Register citations affecting 52.212-5, 
see the List of CFR Sections Affected, which appears in Finding Aids 
section of the printed volume and on GPO Access.

    Editorial Note: At 75 FR 34264, June 16, 2010, 52.212-5 was amended; 
however, the amendment could not be incorporated due to inaccurate 
amendatory instruction.



Sec. 52.213-1  Fast Payment Procedure.

    As prescribed in 13.404, insert the following clause:

                    Fast Payment Procedure (MAY 2006)

    (a) General. The Government will pay invoices based on the 
Contractor's delivery to a post office or common carrier (or, if shipped 
by other means, to the point of first receipt by the Government).
    (b) Responsibility for supplies. (1) Title to the supplies passes to 
the Government upon delivery to--
    (i) A post office or common carrier for shipment to the specific 
destination; or
    (ii) The point of first receipt by the Government, if shipment is by 
means other than Postal Service or common carrier.
    (2) Notwithstanding any other provision of the contract, order, or 
blanket purchase agreement, the Contractor shall--
    (i) Assume all responsibility and risk of loss for supplies not 
received at destination, damaged in transit, or not conforming to 
purchase requirements; and
    (ii) Replace, repair, or correct those supplies promptly at the 
Contractor's expense, if instructed to do so by the Contracting Officer 
within 180 days from the date title to the supplies vests in the 
Government.
    (c) Preparation of invoice. (1) Upon delivery to a post office or 
common carrier (or, if shipped by other means, the point of first 
receipt by the Government), the Contractor shall--
    (i) Prepare an invoice as provided in this contract, order, or 
blanket purchase agreement; and
    (ii) Display prominently on the invoice ``FAST PAY.'' Invoices not 
prominently marked ``FAST PAY'' via manual or electronic means may be 
accepted by the payment office for fast payment. If the payment office 
declines to make fast payment, the Contractor shall be paid in 
accordance with procedures applicable to invoices to which the Fast 
Payment clause does not apply.
    (2) If the purchase price excludes the cost of transportation, the 
Contractor shall enter the prepaid shipping cost on the invoice as a 
separate item. The Contractor shall not include the cost of parcel post 
insurance. If transportation charges are stated separately on the 
invoice, the Contractor shall retain related paid freight bills or other 
transportation billings paid separately for a period of 3 years and 
shall furnish the bills to the Government upon request.
    (3) If this contract, order, or blanket purchase agreement requires 
the preparation of a receiving report, the Contractor shall either--
    (i) Submit the receiving report on the prescribed form with the 
invoice; or
    (ii) Include the following information on the invoice:
    (A) Shipment number.
    (B) Mode of shipment.
    (C) At line item level--
    (1) National stock number and/or manufacturer's part number;
    (2) Unit of measure;
    (3) Ship-To Point;
    (4) Mark-For Point, if in the contract; and
    (5) FEDSTRIP/MILSTRIP document number, if in the contract.
    (4) If this contract, order, or blanket purchase agreement does not 
require preparation of a receiving report on a prescribed form, the 
Contractor shall include on the invoice the following information at the 
line item level, in addition to that required in paragraph (c)(1) of 
this clause:
    (i) Ship-To Point.
    (ii) Mark-For Point.
    (iii) FEDSTRIP/MILSTRIP document number, if in the contract.
    (5) Where a receiving report is not required, the Contractor shall 
include a copy of the invoice in each shipment.
    (d) Certification of invoice. The Contractor certifies by submitting 
an invoice to the Government that the supplies being billed to the 
Government have been shipped or delivered in accordance with shipping 
instructions issued by the ordering officer, in the quantities shown on 
the invoice, and that the supplies are in the quantity and of the 
quality designated by the contract, order, or blanket purchase 
agreement.
    (e) FAST PAY container identification. The Contractor shall mark all 
outer shipping containers ``FAST PAY.'' When outer shipping containers 
are not marked ``FAST PAY,'' the payment office may make fast payment. 
If the payment office declines to make fast payment, the Contractor 
shall be paid in accordance with procedures applicable to invoices to 
which the Fast Payment clause does not apply.

                             (End of clause)

[62 FR 64927, Dec. 9, 1997, as amended at 71 FR 20309, Apr. 19, 2006; 71 
FR 25508, May 1, 2006]



Sec. 52.213-2  Invoices.

    As prescribed in 13.302-5(b), insert the following clause:

[[Page 75]]

                           Invoices (APR 1984)

    The Contractor's invoices must be submitted before payment can be 
made. The Contractor will be paid on the basis of the invoice, which 
must state (a) the starting and ending dates of the subscription 
delivery, and (b) either that orders have been placed in effect for the 
addressees required, or that the orders will be placed in effect upon 
receipt of payment.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 51 FR 2666, Jan. 17, 1986; 
60 FR 34761, July 3, 1995; 61 FR 39198, July 26, 1996; 62 FR 64928, Dec. 
9, 1997]



Sec. 52.213-3  Notice to Supplier.

    As prescribed in 13.302-5(c), insert the following clause:

                      Notice to Supplier (APR 1984)

    This is a firm order ONLY if your price does not exceed the maximum 
line item or total price in the Schedule. Submit invoices to the 
Contracting Officer. If you cannot perform in exact accordance with this 
order, WITHHOLD PERFORMANCE and notify the Contracting Officer 
immediately, giving your quotation.

                             (End of clause

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 34761, July 3, 1995; 
61 FR 39198, July 26, 1996; 62 FR 64928, Dec. 9, 1997]



Sec. 52.213-4  Terms and Conditions--Simplified Acquisitions (Other Than 

          Commercial Items)

    As prescribed in 13.302-5(d), insert the following clause:

  Terms and Conditions--Simplified Acquisitions (Other Than Commercial 
                            Items) (OCT 2010)

    (a) The Contractor shall comply with the following Federal 
Acquisition Regulation (FAR) clauses that are incorporated by reference:
    (1) The clauses listed below implement provisions of law or 
Executive order:
    (i) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).
    (ii) 52.222-21, Prohibition of Segregated Facilities (FEB 1999) 
(E.O. 11246).
    (iii) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
    (iv) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 
U.S.C. 7104(g)).
    (v) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) 
(E.O.s, proclamations, and statutes administered by the Office of 
Foreign Assets Control of the Department of the Treasury).
    (vi) 52.244-6, Subcontracts for Commercial Items. (Aug. 11, 2009).
    (vii) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 
2004) (Pub. L. 108-77, 108-78).
    (2) Listed below are additional clauses that apply:
    (i) 52.204-10 Reporting Executive Compensation and First-Tier 
Subcontract Awards (JUL 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).
    (ii) 52.232-1, Payments (APR 1984).
    (iii) 52.232-8, Discounts for Prompt Payment (FEB 2002).
    (iv) 52.232-11, Extras (APR 1984).
    (v) 52.232-25, Prompt Payment (OCT 2008).
    (vi) 52.233-1, Disputes (JUL 2002).
    (vii) 52.244-6, Subcontracts for Commercial Items (OCT 2010).
    (viii) 52.253-1, Computer Generated Forms (JAN 1991).
    (b) The Contractor shall comply with the following FAR clauses, 
incorporated by reference, unless the circumstances do not apply:
    (1) The clauses listed below implement provisions of law or 
Executive order:
    (i) 52.222-19, Child Labor--Cooperation with Authorities and 
Remedies (JUL 2010) (E.O. 13126).
    (ii) 52.222-20, Walsh-Healey Public Contracts Act (OCT 2010) (41 
U.S.C. 35-45) (Applies to supply contracts over $15,000 in the United 
States, Puerto Rico, or the U.S. Virgin Islands).
    (iii) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 
U.S.C. 4212) (applies to contracts of $100,000 or more).
    (iv) 52.222-36, Affirmative Action for Workers with Disabilities 
(OCT 2010) (29 U.S.C. 793). (Applies to contracts over $15,000, unless 
the work is to be performed outside the United States by employees 
recruited outside the United States.) (For purposes of this clause, 
United States includes the 50 States, the District of Columbia, Puerto 
Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. 
Virgin Islands, and Wake Island.)
    (v) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 
4212) (applies to contracts of $100,000 or more).
    (vi) 52.222-41, Service Contract Act of 1965 ``(NOV 2007)'' (41 
U.S.C. 351, et seq.). (Applies to service contracts over $2,500 that are 
subject to the Service Contract Act and will be performed in the United 
States, District of Columbia, Puerto Rico, the Northern Mariana Islands, 
American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake 
Island, or the outer continental shelf lands).
    (vii) 52.223-5, Pollution Prevention and Right-to-Know Information 
(AUG 2003) (E.O. 13148) (Applies to services performed on Federal 
facilities).

[[Page 76]]

    (viii) 52.223-15, Energy Efficiency in Energy-Consuming Products 
(DEC 2007) (42 U.S.C. 8259b) (Unless exempt pursuant to 23.204, applies 
to contracts when energy-consuming products listed in the ENERGY 
STAR[reg] Program or Federal Energy Management Program (FEMP) 
will be--
    (A) Delivered;
    (B) Acquired by the Contractor for use in performing services at a 
Federally-controlled facility;
    (C) Furnished by the Contractor for use by the Government; or
    (D) Specified in the design of a building or work, or incorporated 
during its construction, renovation, or maintenance.)
    (ix) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-
10d) (Applies to contracts for supplies, and to contracts for services 
involving the furnishing of supplies, for use in the United States or 
its outlying areas, if the value of the supply contract or supply 
portion of a service contract exceeds the micro-purchase threshold and 
the acquisition--
    (A) Is set aside for small business concerns; or
    (B) Cannot be set aside for small business concerns (see 19.502-2), 
and does not exceed $25,000.)
    (x) 52.232-33, Payment by Electronic Funds Transfer--Central 
Contractor Registration (OCT 2003). (Applies when the payment will be 
made by electronic funds transfer (EFT) and the payment office uses the 
Central Contractor Registration (CCR) database as its source of EFT 
information.)
    (xi) 52.232-34, Payment by Electronic Funds Transfer--Other than 
Central Contractor Registration (MAY 1999). (Applies when the payment 
will be made by EFT and the payment office does not use the CCR database 
as its source of EFT information.)
    (xii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial 
Vessels (FEB 2006) (46 U.S.C. Appx 1241). (Applies to supplies 
transported by ocean vessels (except for the types of subcontracts 
listed at 47.504(d).)
    (2) Listed below are additional clauses that may apply:
    (i) 52.209-6, Protecting the Government's Interest When 
Subcontracting with Contractors Debarred, Suspended, or Proposed for 
Debarment (SEP 2006) (Applies to contracts over $30,000).
    (ii) 52.211-17, Delivery of Excess Quantities (SEP 1989) (Applies to 
fixed-price supplies).
    (iii) 52.226-6, Promoting Excess Food Donation to Nonprofit 
Organizations. (MAR 2009) (Pub. L. 110-247) (Applies to contracts 
greater than $25,000 that provide for the provision, the service, or the 
sale of food in the United States.)
    (iv) 52.247-29, F.o.b. Origin (FEB 2006) (Applies to supplies if 
delivery is f.o.b. origin).
    (v) 52.247-34, F.o.b. Destination (NOV 1991) (Applies to supplies if 
delivery is f.o.b. destination).
    (c) FAR 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):

________________________________________________________________________

________________________________________________________________________

[Insert one or more Internet addresses]

    (d) Inspection/Acceptance. The Contractor shall tender for 
acceptance only those items that conform to the requirements of this 
contract. The Government reserves the right to inspect or test any 
supplies or services that have been tendered for acceptance. The 
Government may require repair or replacement of nonconforming supplies 
or reperformance of nonconforming services at no increase in contract 
price. The Government must exercise its postacceptance rights--
    (1) Within a reasonable period of time after the defect was 
discovered or should have been discovered; and
    (2) Before any substantial change occurs in the condition of the 
item, unless the change is due to the defect in the item.
    (e) Excusable delays. The Contractor shall be liable for default 
unless nonperformance is caused by an occurrence beyond the reasonable 
control of the Contractor and without its fault or negligence, such as 
acts of God or the public enemy, acts of the Government in either its 
sovereign or contractual capacity, fires, floods, epidemics, quarantine 
restrictions, strikes, unusually severe weather, and delays of common 
carriers. The Contractor shall notify the Contracting Officer in writing 
as soon as it is reasonably possible after the commencement of any 
excusable delay, setting forth the full particulars in connection 
therewith, shall remedy such occurrence with all reasonable dispatch, 
and shall promptly give written notice to the Contracting Officer of the 
cessation of such occurrence.
    (f) Termination for the Government's convenience. The Government 
reserves the right to terminate this contract, or any part hereof, for 
its sole convenience. In the event of such termination, the Contractor 
shall immediately stop all work hereunder and shall immediately cause 
any and all of its suppliers and subcontractors to cease work. Subject 
to the terms of this contract, the Contractor shall be paid a percentage 
of the contract price reflecting the percentage of the work performed 
prior to the notice of termination, plus reasonable charges that the 
Contractor can demonstrate to the satisfaction of the

[[Page 77]]

Government, using its standard record keeping system, have resulted from 
the termination. The Contractor shall not be required to comply with the 
cost accounting standards or contract cost principles for this purpose. 
This paragraph does not give the Government any right to audit the 
Contractor's records. The Contractor shall not be paid for any work 
performed or costs incurred that reasonably could have been avoided.
    (g) Termination for cause. The Government may terminate this 
contract, or any part hereof, for cause in the event of any default by 
the Contractor, or if the Contractor fails to comply with any contract 
terms and conditions, or fails to provide the Government, upon request, 
with adequate assurances of future performance. In the event of 
termination for cause, the Government shall not be liable to the 
Contractor for any amount for supplies or services not accepted, and the 
Contractor shall be liable to the Government for any and all rights and 
remedies provided by law. If it is determined that the Government 
improperly terminated this contract for default, such termination shall 
be deemed a termination for convenience.
    (h) Warranty. The Contractor warrants and implies that the items 
delivered hereunder are merchantable and fit for use for the particular 
purpose described in this contract.

                             (End of clause)

[62 FR 64928, Dec. 9, 1997]

    Editorial Note: For Federal Register citations affecting 52.213-4, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and on GPO Access.



Sec. 52.214-1--52.214-2  [Reserved]



Sec. 52.214-3  Amendments to Invitations for Bids.

    As prescribed in 14.201-6(b)(1), insert the following provision:

              Amendments to Invitations for Bids (DEC 1989)

    (a) If this solicitation is amended, then all terms and conditions 
which are not modified remain unchanged.
    (b) Bidders shall acknowledge receipt of any amendment to this 
solicitation (1) by signing and returning the amendment, (2) by 
identifying the amendment number and date in space provided for this 
purpose on the form for submitting a bid, (3) by letter or telegram, or 
(4) by facsimile, if facsimile bids are authorized in the solicitation. 
The Government must receive the acknowledgment by the time and at the 
place specified for receipt of bids.

                           (End of provision)

[53 FR 43394, Oct. 26, 1988, as amended at 54 FR 48990, Nov. 28, 1989; 
67 FR 13056, Mar. 20, 2002]



Sec. 52.214-4  False Statements in Bids.

    As prescribed in 14.201-6(b)(2), insert the following provision in 
all invitations for bids:

                   False Statements in Bids (APR 1984)

    Bidders must provide full, accurate, and complete information as 
required by this solicitation and its attachments. The penalty for 
making false statements in bids is prescribed in 18 U.S.C. 1001.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 67 FR 13056, Mar. 20, 2002]



Sec. 52.214-5  Submission of Bids.

    As prescribed in 14.201-6(c)(1), insert the following provision:

                      Submission of Bids (MAR 1997)

    (a) Bids and bid modifications shall be submitted in sealed 
envelopes or packages (unless submitted by electronic means) (1) 
addressed to the office specified in the solicitation, and (2) showing 
the time and date specified for receipt, the solicitation number, and 
the name and address of the bidder.
    (b) Bidders using commercial carrier services shall ensure that the 
bid is addressed and marked on the outermost envelope or wrapper as 
prescribed in subparagraphs (a) (1) and (2) of this provision when 
delivered to the office specified in the solicitation.
    (c) Telegraphic bids will not be considered unless authorized by the 
solicitation; however, bids may be modified or withdrawn by written or 
telegraphic notice.
    (d) Facsimile bids, modifications, or withdrawals, will not be 
considered unless authorized by the solicitation.
    (e) Bids submitted by electronic commerce shall be considered only 
if the electronic commerce method was specifically stipulated or 
permitted by the solicitation.

                           (End of provision)

[54 FR 48991, Nov. 28, 1989, as amended at 55 FR 3887, Feb. 5, 1990; 60 
FR 34739, July 3, 1995; 61 FR 69293, Dec. 31, 1996; 62 FR 12721, Mar. 
17, 1997]

[[Page 78]]



Sec. 52.214-6  Explanation to Prospective Bidders.

    As prescribed in 14.201-6(c)(2), insert the following provision:

              Explanation to Prospective Bidders (APR 1984)

    Any prospective bidder desiring an explanation or interpretation of 
the solicitation, drawings, specifications, etc., must request it in 
writing soon enough to allow a reply to reach all prospective bidders 
before the submission of their bids. Oral explanations or instructions 
given before the award of a contract will not be binding. Any 
information given a prospective bidder concerning a solicitation will be 
furnished promptly to all other prospective bidders as an amendment to 
the solicitation, if that information is necessary in submitting bids or 
if the lack of it would be prejudicial to other prospective bidders.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 25531, June 21, 1990]



Sec. 52.214-7  Late submissions, modifications, and withdrawals of bids.

    As prescribed in 14.201-6(c)(3), insert the following provision:

   Late Submissions, Modifications, and Withdrawals of Bids (NOV 1999)

    (a) Bidders are responsible for submitting bids, and any 
modifications or withdrawals, so as to reach the Government office 
designated in the invitation for bids (IFB) by the time specified in the 
IFB. If no time is specified in the IFB, the time for receipt is 4:30 
p.m., local time, for the designated Government office on the date that 
bids are due.
    (b)(1) Any bid, modification, or withdrawal received at the 
Government office designated in the IFB after the exact time specified 
for receipt of bids is ``late'' and will not be considered unless it is 
received before award is made, the Contracting Officer determines that 
accepting the late bid would not unduly delay the acquisition; and--
    (i) If it was transmitted through an electronic commerce method 
authorized by the IFB, it was received at the initial point of entry to 
the Government infrastructure not later than 5:00 p.m. one working day 
prior to the date specified for receipt of bids; or
    (ii) There is acceptable evidence to establish that it was received 
at the Government installation designated for receipt of bids and was 
under the Government's control prior to the time set for receipt of 
bids.
    (2) However, a late modification of an otherwise successful bid that 
makes its terms more favorable to the Government, will be considered at 
any time it is received and may be accepted.
    (c) Acceptable evidence to establish the time of receipt at the 
Government installation includes the time/date stamp of that 
installation on the bid wrapper, other documentary evidence of receipt 
maintained by the installation, or oral testimony or statements of 
Government personnel.
    (d) If an emergency or unanticipated event interrupts normal 
Government processes so that bids cannot be received at the Government 
office designated for receipt of bids by the exact time specified in the 
IFB and urgent Government requirements preclude amendment of the IFB, 
the time specified for receipt of bids will be deemed to be extended to 
the same time of day specified in the solicitation on the first work day 
on which normal Government processes resume.
    (e) Bids may be withdrawn by written notice received at any time 
before the exact time set for receipt of bids. If the IFB authorizes 
facsimile bids, bids may be withdrawn via facsimile received at any time 
before the exact time set for receipt of bids, subject to the conditions 
specified in the provision at 52.214-31, Facsimile Bids. A bid may be 
withdrawn in person by a bidder or its authorized representative if, 
before the exact time set for receipt of bids, the identity of the 
person requesting withdrawal is established and the person signs a 
receipt for the bid.

                           (End of provision)

[64 FR 51840, Sept. 24, 1999]



Sec. 52.214-8--52.214-9  [Reserved]



Sec. 52.214-10  Contract Award--Sealed Bidding.

    As prescribed in 14.201-6(e), insert the following provision:

                Contract Award--Sealed Bidding (JUL 1990)

    (a) The Government will evaluate bids in response to this 
solicitation without discussions and will award a contract to the 
responsible bidder whose bid, conforming to the solicitation, will be 
most advantageous to the Government considering only price and the 
price-related factors specified elsewhere in the solicitation.
    (b) The Government may (1) reject any or all bids, (2) accept other 
than the lowest bid, and (3) waive informalities or minor irregularities 
in bids received.
    (c) The Government may accept any item or group of items of a bid, 
unless the bidder qualifies the bid by specific limitations. Unless 
otherwise provided in the Schedule, bids may be submitted for quantities 
less than those specified. The Government reserves the

[[Page 79]]

right to make an award on any item for a quantity less than the quantity 
offered, at the unit prices offered, unless the bidder specifies 
otherwise in the bid.
    (d) A written award or acceptance of a bid mailed or otherwise 
furnished to the successful bidder within the time for acceptance 
specified in the bid shall result in a binding contract without further 
action by either party.
    (e) The Government may reject a bid as nonresponsive if the prices 
bid are materially unbalanced between line items or subline items. A bid 
is materially unbalanced when it is based on prices significantly less 
than cost for some work and prices which are significantly overstated in 
relation to cost for other work, and if there is a reasonable doubt that 
the bid will result in the lowest overall cost to the Government even 
though it may be the low evaluated bid, or if it is so unbalanced as to 
be tantamount to allowing an advance payment.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1746, Jan. 11, 1985; 
50 FR 52429, Dec. 23, 1985; 55 FR 25531, June 21, 1990; 68 FR 43857, 
July 24, 2003]



Sec. 52.214-11  [Reserved]



Sec. 52.214-12  Preparation of Bids.

    As prescribed in 14.201-6(f), insert the following provision:

                     Preparation of Bids (APR 1984)

    (a) Bidders are expected to examine the drawings, specifications, 
Schedule, and all instructions. Failure to do so will be at the bidder's 
risk.
    (b) Each bidder shall furnish the information required by the 
solicitation. The bidder shall sign the bid and print or type its name 
on the Schedule and each continuation sheet on which it makes an entry. 
Erasures or other changes must be initialed by the person signing the 
bid. Bids signed by an agent shall be accompanied by evidence of that 
agent's authority, unless that evidence has been previously furnished to 
the issuing office.
    (c) For each item offered, bidders shall (1) show the unit price, 
including, unless otherwise specified, packaging, packing, and 
preservation and (2) enter the extended price for the quantity of each 
item offered in the Amount column of the Schedule. In case of 
discrepancy between a unit price and an extended price, the unit price 
will be presumed to be correct, subject, however, to correction to the 
same extent and in the same manner as any other mistake.
    (d) Bids for supplies or services other than those specified will 
not be considered unless authorized by the solicitation.
    (e) Bidders must state a definite time for delivery of supplies or 
for performance of services, unless otherwise specified in the 
solicitation.
    (f) Time, if stated as a number of days, will include Saturdays, 
Sundays, and holidays.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 51 FR 2666, Jan. 17, 1986]



Sec. 52.214-13  Telegraphic Bids.

    As prescribed in 14.201-6(g)(1), insert the following provision:

                       Telegraphic Bids (APR 1984)

    (a) Bidders may submit telegraphic bids as responses to this 
solicitation. These responses must arrive at the place, and by the time, 
specified in the solicitation.
    (b) Telegraphic bids shall refer to this solicitation and include 
the items or subitems, quantities, unit prices, time and place of 
delivery, all representations and other information required by this 
solicitation, and a statement of agreement with all the terms, 
conditions, and provisions of the invitation for bids.
    (c) Telegraphic bids that fail to furnish required representations 
or information, or that reject any of the terms, conditions, and 
provisions of the solicitation, may be excluded from consideration.
    (d) Bidders must promptly sign and submit complete copies of the 
bids in confirmation of their telegraphic bids.
    (e) The term telegraphic bids, as used in this provision, includes 
mailgrams.

                           (End of provision)

    Alternate I (NOV 1988). As prescribed in 14.201-6(g)(2), substitute 
the following for paragraph (d) of the basic clause:

    (d) Written confirmation of telegraphic bids is not required.

[48 FR 42478, Sept. 19, 1983, as amended at 53 FR, 43394, Oct. 26, 1988]



Sec. 52.214-14  Place of Performance--Sealed Bidding.

    As prescribed in 14.201-6(h), insert the following provision:

             Place of Performance--Sealed Bidding (APR 1985)

    (a) The bidder, in the performance of any contract resulting from 
this solicitation, [squ] intends, [squ] does not intend [check 
applicable

[[Page 80]]

box] to use one or more plants or facilities located at a different 
address from the address of the bidder as indicated in this bid.
    (b) If the bidder checks intends in paragraph (a) above, it shall 
insert in the spaces provided below the required information:

 
                                         Name and Address of
Place of Performance (Street Address,   Owner and Operator of
    City, County, State, Zip Code)      the Plant or Facility
                                         if Other than Bidder
 
 
------------------------------------------------------------------------
 
------------------------------------------------------------------------
 
------------------------------------------------------------------------
 

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1746, Jan. 11, 1985; 
50 FR 52429, Dec. 23, 1985]



Sec. 52.214-15  Period for Acceptance of Bids.

    As prescribed in 14.201-6(i), insert the following provision:

                Period for Acceptance of Bids (APR 1984)

    In compliance with the solicitation, the bidder agrees, if this bid 
is accepted within -- calendar days (60 calendar days unless a different 
period is inserted by the bidder) from the date specified in the 
solicitation for receipt of bids, to furnish any or all items upon which 
prices are bid at the price set opposite each item, delivered at the 
designated point(s), within the time specified in the Schedule.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 48991, Nov. 28, 1989]



Sec. 52.214-16  Minimum Bid Acceptance Period.

    As prescribed in 14.201-6(j), insert the following provision in 
invitations for bids, except for construction, if the contracting 
officer determines that a minimum acceptance period must be specified:

                Minimum Bid Acceptance Period (APR 1984)

    (a) Acceptance period, as used in this provision, means the number 
of calendar days available to the Government for awarding a contract 
from the date specified in this solicitation for receipt of bids.
    (b) This provision supersedes any language pertaining to the 
acceptance period that may appear elsewhere in this solicitation.
    (c) The Government requires a minimum acceptance period of -- 
calendar days [the Contracting Officer shall insert the number of days].
    (d) In the space provided immediately below, bidders may specify a 
longer acceptance period than the Government's minimum requirement.

  The bidder allows the following acceptance period: -- calendar days.

    (e) A bid allowing less than the Government's minimum acceptance 
period will be rejected.
    (f) The bidder agrees to execute all that it has undertaken to do, 
in compliance with its bid, if that bid is accepted in writing within 
(1) the acceptance period stated in paragraph (c) above or (2) any 
longer acceptance period stated in paragraph (d) above.

                           (End of provision)



Sec. 52.214-17  [Reserved]



Sec. 52.214-18  Preparation of Bids--Construction.

    As prescribed in 14.201-6(l), insert the following provision:

              Preparation of Bids--Construction (APR 1984)

    (a) Bids must be (1) submitted on the forms furnished by the 
Government or on copies of those forms, and (2) manually signed. The 
person signing a bid must initial each erasure or change appearing on 
any bid form.
    (b) The bid form may require bidders to submit bid prices for one or 
more items on various bases, including--
    (1) Lump sum bidding;
    (2) Alternate prices;
    (3) Units of construction; or
    (4) Any combination of subparagraphs (1) through (3) above.
    (c) If the solicitation requires bidding on all items, failure to do 
so will disqualify the bid. If bidding on all items is not required, 
bidders should insert the words no bid in the space provided for any 
item on which no price is submitted.
    (d) Alternate bids will not be considered unless this solicitation 
authorizes their submission.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 25531, June 21, 1990]



Sec. 52.214-19  Contract Award--Sealed Bidding--Construction.

    As prescribed in 14.201-6(m), insert the following provision:

[[Page 81]]

         Contract Award--Sealed Bidding--Construction (AUG 1996)

    (a) The Government will evaluate bids in response to this 
solicitation without discussions and will award a contract to the 
responsible bidder whose bid, conforming to the solicitation, will be 
most advantageous to the Government, considering only price and the 
price-related factors specified elsewhere in the solicitation.
    (b) The Government may reject any or all bids, and waive 
informalities or minor irregularities in bids received.
    (c) The Government may accept any item or combination of items, 
unless doing so is precluded by a restrictive limitation in the 
solicitation or the bid.
    (d) The Government may reject a bid as nonresponsive if the prices 
bid are materially unbalanced between line items or subline items. A bid 
is materially unbalanced when it is based on prices significantly less 
than cost for some work and prices which are significantly overstated in 
relation to cost for other work, and if there is a reasonable doubt that 
the bid will result in the lowest overall cost to the Government even 
though it may be the low evaluated bid, or if it is so unbalanced as to 
be tantamount to allowing an advance payment.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1746, Jan. 11, 1985; 
50 FR 52434, Dec. 23, 1985; 61 FR 31664, June 20, 1996]



Sec. 52.214-20  Bid Samples.

    As prescribed in 14.201-6(o)(1), insert the following provision:

                         Bid Samples (APR 2002)

    (a) Bid sample means a product sample required to be submitted by a 
bidder to show those characteristics of the offered products that cannot 
adequately be described by specifications, purchase descriptions, or the 
invitation for bid (e.g., balance, facility of use, or pattern).
    (b) Bidders must furnish bid samples as part of the bid. The 
Government must receive the bid samples by the time specified in the 
invitation for bids. If the bidder fails to submit samples on time, the 
Government will reject the bid, except that the Contracting Officer will 
consider a late sample sent by mail under the Late Submissions, 
Modifications, and Withdrawals of Bids provision of this solicitation.
    (c) The Government will test or evaluate bid samples to determine 
compliance with all the characteristics listed for examination in this 
solicitation. The Government will reject the bid when the sample fails 
to conform to the required characteristics. Products delivered under any 
resulting contract must conform to--
    (1) the approved sample for the characteristics listed for test or 
evaluation and
    (2) the specifications for all other characteristics.
    (d) Unless otherwise specified in the solicitation, bid samples 
shall be (1) submitted at no expense to the Government, and (2) returned 
at the bidder's request and expense, unless they are destroyed during 
preaward testing.

                           (End of provision)

    Alternate I (MAY 2002). As prescribed in 14.201-6(o)(2)(i), insert 
the following Alternate I:

    (e) At the discretion of the Contracting Officer, the requirement 
for furnishing bid samples may be waived for a bidder if (1) the bid 
states that the offered product is the same as a product offered by the 
bidder to the ---- [as appropriate, the Contracting Officer shall 
designate the contracting office or an alternate activity or office], 
and (2) the Contracting Officer determines that the previously offered 
product was accepted or tested and found to comply with specification 
and other requirements for technical acceptability conforming in every 
material respect with those in this solicitation.

    Alternate II (MAY 2002). As prescribed in 14.201-6(o)(2)(ii), insert 
the following Alternate II:

    (e) At the discretion of the Contracting Officer, the requirements 
for furnishing bid samples may be waived for a bidder if (1) the bid 
states that the offered product is the same as a product offered by the 
bidder to the ---- [as appropriate, the Contracting Officer shall 
designate the contracting office or an alternate activity or office] on 
a previous acquisition, (2) the Contracting Officer determines that the 
previously offered product was accepted or tested and found to comply 
with specification and other requirements for technical acceptability 
conforming in every material respect with those of this solicitation, 
and (3) the product offered under this solicitation will be produced 
under a resulting contract at the same plant in which the previously 
acquired or tested product was produced.

[48 FR 42478, Sept. 19, 1983, as amended at 67 FR 13056, Mar. 20, 2002; 
67 FR 21536, Apr. 30, 2002]



Sec. 52.214-21  Descriptive Literature.

    As prescribed in 14.201-6(p)(1), insert the following provision:

[[Page 82]]

                    Descriptive Literature (APR 2002)

    (a) Descriptive literature, as used in this provision, means 
information furnished by a bidder, such as cuts, illustrations, 
drawings, and brochures, that shows a product's characteristics or 
construction or explains its operation. The term includes only that 
information required to evaluate the acceptability of the product and 
excludes other information for operating or maintaining the product.
    (b) Descriptive literature is required to establish, for the purpose 
of evaluation and award, details of the product offered that are 
specified elsewhere in the solicitation and pertain to significant 
elements such as--
    (1) Design;
    (2) Materials;
    (3) Components;
    (4) Performance characteristics; and
    (5) Methods of manufacture, assembly, construction, or operation.
    (c) Descriptive literature, required elsewhere in this solicitation, 
shall be--
    (1) Identified to show the item(s) of the offer to which it applies; 
and
    (2) Received by the time specified in this solicitation.
    (d) If the bidder fails to submit descriptive literature on time, 
the Government will reject the bid, except that late descriptive 
literature sent by mail may be considered under the Late Submissions, 
Modifications, and Withdrawals of Bids provision of this solicitation.
    (e) If the descriptive literature fails to show that the product 
offered conforms to the requirements of the solicitation, the Government 
will reject the bid.

                           (End of provision)

    Alternate I (APR 2002). As prescribed in 14.201-6(p)(2), add the 
following paragraphs (f) and (g) to the basic provision:

    (f) The Contracting Officer may waive the requirement for furnishing 
descriptive literature if the offeror has supplied a product that is the 
same as that required by this solicitation under a prior contract. A 
bidder that requests a waiver of this requirement shall provide the 
following information:

 Prior contract number__________________________________________________
 Date of prior contract_________________________________________________
Contract line item number of product
 supplied_______________________________________________________________
 Name and address of Government activity to which delivery was made_____
Date of final delivery product supplied
________________________________________________________________________

    (g) Bidders shall submit bids on the basis of required descriptive 
literature or on the basis of a previously supplied product under 
paragraph (f) of this provision. A bidder submitting a bid on one of 
these two bases may not elect to have its bid considered on the 
alternative basis after the time specified for receipt of bids. The 
Government will disregard a bidder's request for a waiver under 
paragraph (f) if that bidder has submitted the descriptive literature 
requested under this solicitation.

[67 FR 13056, Mar. 20, 2002]



Sec. 52.214-22  Evaluation of Bids for Multiple Awards.

    As prescribed in 14.201-6(q), insert the following provision:

            Evaluation of Bids for Multiple Awards (MAR 1990)

    In addition to other factors, bids will be evaluated on the basis of 
advantages and disadvantages to the Government that might result from 
making more than one award (multiple awards). It is assumed, for the 
purpose of evaluating bids, that $500 would be the administrative cost 
to the Government for issuing and administering each contract awarded 
under this solicitation, and individual awards will be for the items or 
combinations of items that result in the lowest aggregate cost to the 
Government, including the assumed administrative costs.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 3887, Feb. 5, 1990]



Sec. 52.214-23  Late submissions, modifications, revisions, and 

          withdrawals of technical proposals under two-step sealed 

          bidding.

    As prescribed in 14.201-6(r), insert the following provision:

Late Submissions, Modifications, Revisions, and Withdrawals of Technical 
           Proposals Under Two-Step Sealed Bidding (NOV 1999)

    (a) Bidders are responsible for submitting technical proposals, and 
any modifications or revisions, so as to reach the Government office 
designated in the request for technical proposals by the time specified 
in the invitation for bids (IFB). If no time is specified in the IFB, 
the time for receipt is 4:30 p.m., local time, for the designated 
Government office on the date that bids or revisions are due.

[[Page 83]]

    (b)(1) Any technical proposal under step one of two-step sealed 
bidding or modification, revision, or withdrawal of such proposal 
received at the Government office designated in the request for 
technical proposals after the exact time specified for receipt will not 
be considered unless the Contracting Officer determines that accepting 
the late technical proposal would not unduly delay the acquisition; 
and--
    (i) If it was transmitted through an electronic commerce method 
authorized by the request for technical proposals, it was received at 
the initial point of entry to the Government infrastructure not later 
than 5:00 p.m. one working day prior to the date specified for receipt 
of proposals; or
    (ii) There is acceptable evidence to establish that it was received 
at the Government installation designated for receipt of offers and was 
under the Government's control prior to the time set for receipt; or
    (iii) It is the only proposal received and it is negotiated under 
part 15 of the Federal Acquisition Regulation.
    (2) However, a late modification of an otherwise successful proposal 
that makes its terms more favorable to the Government will be considered 
at any time it is received and may be accepted.
    (c) Acceptable evidence to establish the time of receipt at the 
Government installation includes the time/date stamp of that 
installation on the technical proposal wrapper, other documentary 
evidence of receipt maintained by the installation, or oral testimony or 
statements of Government personnel.
    (d) If an emergency or unanticipated event interrupts normal 
Government processes so that technical proposals cannot be received at 
the Government office designated for receipt of technical proposals by 
the exact time specified in the request for technical proposals, and 
urgent Government requirements preclude amendment of the request for 
technical proposals, the time specified for receipt of technical 
proposals will be deemed to be extended to the same time of day 
specified in the request for technical proposals on the first work day 
on which normal Government processes resume.
    (e) Technical proposals may be withdrawn by written notice received 
at any time before the exact time set for receipt of technical 
proposals. If the request for technical proposals authorizes facsimile 
technical proposals, they may be withdrawn via facsimile received at any 
time before the exact time set for receipt of proposals, subject to the 
conditions specified in the provision at 52.214-31, Facsimile Bids. A 
technical proposal may be withdrawn in person by a bidder or its 
authorized representative if, before the exact time set for receipt of 
technical proposals, the identity of the person requesting withdrawal is 
established and the person signs a receipt for the technical proposal.

                           (End of provision)

[64 FR 51840, Sept. 24, 1999]



Sec. 52.214-24  Multiple Technical Proposals.

    As prescribed in 14.201-6(s), insert the following provision:

                 Multiple Technical Proposals (APR 1984)

    In the first step of this two-step acquisition, solicited sources 
are encouraged to submit multiple technical proposals presenting 
different basic approaches. Each technical proposal submitted will be 
separately evaluated and the submitter will be notified as to its 
acceptability.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1747, Jan. 11, 1985; 
50 FR 52429, Dec. 23, 1985]



Sec. 52.214-25  Step Two of Two-Step Sealed Bidding.

    As prescribed in 14.201-6(t), insert the following provision:

             Step Two of Two-Step Sealed Bidding (APR 1985)

    (a) This invitation for bids is issued to initiate step two of two-
step sealed bidding under subpart 14.5 of the Federal Acquisition 
Regulation.
    (b) The only bids that the Contracting Officer may consider for 
award of a contract are those received from bidders that have submitted 
acceptable technical proposals in step one of this acquisition under --
-- [the Contracting Officer shall insert the identification of the step-
one request for technical proposals].
    (c) Any bidder that has submitted multiple technical proposals in 
step one of this acquisition may submit a separate bid on each technical 
proposal that was determined to be acceptable to the Government.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1747, Jan. 11, 1985; 
50 FR 52429, Dec. 23, 1985]



Sec. 52.214-26  Audit and Records--Sealed Bidding.

    As prescribed in 14.201-7(a)(1), insert the following clause:

              Audit and Records--Sealed Bidding (OCT 2010)

    (a) As used in this clause, records includes books, documents, 
accounting procedures

[[Page 84]]

and practices, and other data, regardless of type and regardless of 
whether such items are in written form, in the form of computer data, or 
in any other form.
    (b) Certified cost or pricing data. If the Contractor has been 
required to submit certified cost or pricing data in connection with the 
pricing of any modification to this contract, the Contracting Officer, 
or an authorized representative of the Contracting Officer, in order to 
evaluate the accuracy, completeness, and currency of the certified cost 
or pricing data, shall have the right to examine and audit all of the 
Contractor's records, including computations and projections, related 
to--
    (1) The proposal for the modification;
    (2) The discussions conducted on the proposal(s), including those 
related to negotiating;
    (3) Pricing of the modification; or
    (4) Performance of the modification.
    (c) Comptroller General. In the case of pricing any modification, 
the Comptroller General of the United States, or an authorized 
representative, shall have the same rights as specified in paragraph (b) 
of this clause and also the right to interview any current employee 
regarding such transactions.
    (d) Availability. The Contractor shall make available at its office 
at all reasonable times the materials described in paragraph (b) of this 
clause, for examination, audit, or reproduction, until 3 years after 
final payment under this contract, or for any other period specified in 
subpart 4.7 of the Federal Acquisition Regulation (FAR). FAR Subpart 
4.7, Contractor Records Retention, in effect on the data of this 
contract, is incorporated by reference in its entirety and made a part 
of this contract.
    (1) If this contract is completely or partially terminated, the 
records relating to the work terminated shall be made available for 3 
years after any resulting final termination settlement.
    (2) Records pertaining to appeals under the Disputes clause or to 
litigation or the settlement of claims arising under or relating to the 
performance of this contract shall be made available until disposition 
of such appeals, litigation, or claims.
    (e) The Contractor shall insert a clause containing all the 
provisions of this clause, including this paragraph (e), in all 
subcontracts expected to exceed the threshold in FAR 15.403-4(a)(1) for 
submission of certified cost or pricing data.

                             (End of clause)

    Alternate I (MAR 2009). As prescribed in 14.201-7(a)(2),substitute 
the following paragraphs (c) and (e) for paragraphs (c) and (e) of the 
basic clause:

    (c) The Comptroller General of the United States, an appropriate 
Inspector General appointed under section 3 or 8G of the Inspector 
General Act of 1978 (5 U.S.C. App.), or an authorized representative of 
either of the foregoing officials, shall have access to and the right 
to--
    (1) Examine any of the Contractor's or any subcontractors' records 
that pertain to, and involve transactions relating to, this contract or 
a subcontract hereunder; and
    (2) Interview any officer or employee regarding such transactions.
    (e)(1) Except as provided in paragraph (e)(2), the Contractor shall 
insert a clause containing the provisions of this clause, including this 
paragraph (e), in all subcontracts.
    (2) The authority of the Inspector General under paragraph (c)(2) of 
this clause does not flow down to subcontracts.

[60 FR 42651, Aug. 16, 1995; 60 FR 44548, Aug. 28, 1995; 62 FR 51271, 
Sept. 30, 1997; 74 FR 14649, 14651, Mar. 31, 2009; 75 FR 34281, June 16, 
2010; 75 FR 53150, Aug. 30, 2010]



Sec. 52.214-27  Price Reduction for Defective Certified Cost or Pricing 

          Data--Modifications--Sealed Bidding.

    As prescribed in 14.201-7(b), insert the following clause:

     Price Reduction for Defective Certified Cost or Pricing Data--
                Modifications--Sealed Bidding (OCT 2010)

    (a) This clause shall become operative only for any modification to 
this contract involving aggregate increases and/or decreases in costs, 
plus applicable profits, expected to exceed the threshold for the 
submission of certified cost or pricing data at FAR 15.403-4(a)(1), 
except that this clause does not apply to a modification if an exception 
under FAR 15.403-1(b) applies.
    (b) If any price, including profit, negotiated in connection with 
any modification under this clause, was increased by any significant 
amount because (1) the Contractor or a subcontractor furnished certified 
cost or pricing data that were not complete, accurate, and current as 
certified in its Certificate of Current Cost or Pricing Data, (2) a 
subcontractor or prospective subcontractor furnished the Contractor 
certified cost or pricing data that were not complete, accurate, and 
current as certified in the Contractor's Certificate of Current Cost or 
Pricing Data, or (3) any of these parties furnished data of any 
description that were not accurate, the price shall be reduced 
accordingly and the contract shall be modified to reflect the reduction. 
This right to a price reduction is limited to that resulting from 
defects in data relating to modifications for which this

[[Page 85]]

clause becomes operative under paragraph (a) of this clause.
    (c) Any reduction in the contract price under paragraph (b) of this 
clause due to defective data from a prospective subcontractor that was 
not subsequently awarded the subcontract shall be limited to the amount, 
plus applicable overhead and profit markup, by which (1) the actual 
subcontract or (2) the actual cost to the Contractor, if there was no 
subcontract, was less than the prospective subcontract cost estimate 
submitted by the Contractor; provided, that the actual subcontract price 
was not itself affected by defective certified cost or pricing data.
    (d)(1) If the Contracting Officer determines under paragraph (b) of 
this clause that a price or cost reduction should be made, the 
Contractor agrees not to raise the following matters as a defense--
    (i) The Contractor or subcontractor was a sole source supplier or 
otherwise was in a superior bargaining position and thus the price of 
the contract would not have been modified even if accurate, complete, 
and current certified cost or pricing data had been submitted;
    (ii) The Contracting Officer should have known that the certified 
cost or pricing data in issue were defective even though the Contractor 
or subcontractor took no affirmative action to bring the character of 
the data to the attention of the Contracting Officer;
    (iii) The contract was based on an agreement about the total cost of 
the contract and there was no agreement about the cost of each item 
procured under the contract; or
    (iv) The Contractor or subcontractor did not submit a Certificate of 
Current Cost or Pricing Data.
    (2)(i) Except as prohibited by subdivision (d)(2)(ii) of this 
clause, an offset in an amount determined appropriate by the Contracting 
Officer based upon the facts shall be allowed against the amount of a 
contract price reduction if--
    (A) The Contractor certifies to the Contracting Officer that, to the 
best of the Contractor's knowledge and belief, the Contractor is 
entitled to the offset in the amount requested; and
    (B) The Contractor proves that the certified cost or pricing data 
were available before the date of agreement on the price of the contract 
(or price of the modification) and that the data were not submitted 
before such date.
    (ii) An offset shall not be allowed if--
    (A) The understated data was known by the Contractor to be 
understated when the Certificate of Current Cost or Pricing Data was 
signed; or
    (B) The Government proves that the facts demonstrate that the 
contract price would not have increased in the amount to be offset even 
if the available data had been submitted before the date of agreement on 
price.
    (e) If any reduction in the contract price under this clause reduces 
the price of items for which payment was made prior to the date of the 
modification reflecting the price reduction, the Contractor shall be 
liable to and shall pay the United States at the time such overpayment 
is repaid--
    (1) Simple interest on the amount of such overpayment to be computed 
from the date(s) of overpayment to the Contractor to the date the 
Government is repaid by the Contractor at the applicable underpayment 
rate effective for each quarter prescribed by the Secretary of the 
Treasury under 26 U.S.C. 6621(a)(2); and
    (2) A penalty equal to the amount of the overpayment, if the 
Contractor or subcontractor knowingly submitted certified cost or 
pricing data which were incomplete, inaccurate, or noncurrent.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1747, Jan. 11, 1985; 
50 FR 52429, Dec. 23, 1985; 53 FR 10830, Apr. 1, 1988; 55 FR 52797, Dec. 
21, 1990; 56 FR 67415, Dec. 30, 1991; 60 FR 48218, Sept. 18, 1995; 62 FR 
51271, Sept. 30, 1997; 75 FR 53150, Aug. 30, 2010]



Sec. 52.214-28  Subcontractor Certified Cost or Pricing Data--

          Modifications--Sealed Bidding.

    As prescribed in 14.201-7(c), insert the following clause:

  Subcontractor Certified Cost or Pricing Data--Modifications--Sealed 
                           Bidding (OCT 2010)

    (a) The requirements of paragraphs (b) and (c) of this clause shall
     (1) Become operative only for any modification to this contract 
involving aggregate increases and/or decreases in costs, plus applicable 
profits, expected to exceed the threshold for submission of certified 
cost or pricing data at (FAR) 48 CFR 15.403-4(a)(1), and
    (2) Be limited to such modifications.
    (b) Before awarding any subcontract expected to exceed the threshold 
for submission of certified cost or pricing data at FAR 15.403-4(a)(1), 
on the date of agreement on price or the date of award, whichever is 
later, or before pricing any subcontract modifications involving 
aggregate increases and/or decreases in costs, plus applicable profits, 
expected to exceed the threshold for submission of certified cost or 
pricing data at FAR 15.403-4(a)(1), the Contractor shall require the 
subcontractor to submit certified cost or pricing data (actually or by 
specific identification in writing), as part of the subcontractor's 
proposal in accordance with

[[Page 86]]

FAR 15.408, Table 15-2 (to include any information reasonably required 
to explain the subcontractor's estimating process such as the judgmental 
factors applied and the mathematical or other methods used in the 
estimate, including those used in projecting from known data, and the 
nature and amount of any contingencies included in the price), unless an 
exception under FAR 15.403-1(b) applies.
    (c) The Contractor shall require the subcontractor to certify in 
substantially the form prescribed in subsection 15.406-2 of the Federal 
Acquisition Regulation that, to the best of its knowledge and belief, 
the data submitted under paragraph (b) above were accurate, complete, 
and current as of the date of agreement on the negotiated price of the 
subcontract or subcontract modification.
    (d) The Contractor shall insert the substance of this clause, 
including this paragraph (d), in each subcontract that, when entered 
into, exceeds the threshold for submission of certified cost or pricing 
data at FAR 15.403-4(a)(1).

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 1747, Jan. 11, 1985; 
50 FR 52429, Dec. 23, 1985; 56 FR 67415, Dec. 30, 1991; 59 FR 62499, 
Dec. 5, 1994; 60 FR 48218, Sept. 18, 1995; 62 FR 51271, Sept. 30, 1997; 
75 FR 53150, Aug. 30, 2010]



Sec. 52.214-29  Order of Precedence--Sealed Bidding.

    As prescribed in 14.201-7(d), insert the following clause:

             Order of Precedence--Sealed Bidding (JAN 1986)

    Any inconsistency in this solicitation or contract shall be resolved 
by giving precedence in the following order: (a) the Schedule (excluding 
the specifications); (b) representations and other instructions; (c) 
contract clauses; (d) other documents, exhibits, and attachments; and 
(e) the specifications.

                             (End of clause)

[51 FR 2666, Jan. 17, 1986, as amended at 60 FR 48218, Sept. 18, 1995]



Sec. 52.214-30  [Reserved]



Sec. 52.214-31  Facsimile Bids.

    As prescribed in 14.201-6(v), insert the following provision:

                        Facsimile Bids (DEC 1989)

    (a) Definition. Facsimile bid, as used in this solicitation, means a 
bid, modification of a bid, or withdrawal of a bid that is transmitted 
to and received by the Government via electronic equipment that 
communicates and reproduces both printed and handwritten material.
    (b) Bidders may submit facsimile bids as responses to this 
solicitation. These responses must arrive at the place and by the time, 
specified in the solicitation.
    (c) Facsimile bids that fail to furnish required representations or 
information or that reject any of the terms, conditions, and provisions 
of the solicitation may be excluded from consideration.
    (d) Facsimile bids must contain the required signatures.
    (e) The Government reserves the right to make award solely on the 
facsimile bid. However, if requested to do so by the Contracting 
Officer, the apparently successful bidder agrees to promptly submit the 
complete original signed bid.
    (f) Facsimile receiving data and compatibility characteristics are 
as follows:
    (1) Telephone number of receiving facsimile equipment:
________________________________________________________________________
    (2) Compatibility characteristics of receiving facsimile equipment 
(e.g., make and model number, receiving speed, communications protocol):
________________________________________________________________________
________________________________________________________________________
    (g) If the bidder chooses to transmit a facsimile bid, the 
Government will not be responsible for any failure attributable to the 
transmission or receipt of the facsimile bid including, but not limited 
to, the following:
    (1) Receipt of garbled or incomplete bid.
    (2) Availability or condition of the receiving facsimile equipment.
    (3) Incompatibility between the sending and receiving equipment.
    (4) Delay in transmission or receipt of bid.
    (5) Failure of the bidder to properly identify the bid.
    (6) Illegibility of bid.
    (7) Security of bid data.

                           (End of provision)

[54 FR 48992, Nov. 28, 1989, as amended at 64 FR 51841, Sept. 24, 1999]



Sec. 52.214-32--52.214-33  [Reserved]



Sec. 52.214-34  Submission of Offers in the English Language.

    As prescribed in 14.201-6(w), insert the following provision:

         Submission of Offers in the English Language (APR 1991)

    Offers submitted in response to this solicitation shall be in the 
English language. Offers received in other than English shall be 
rejected.

[[Page 87]]

                           (End of provision)

[56 FR 15155, Apr. 15, 1991, as amended at 56 FR 33487, July 22, 1991; 
58 FR 31143, May 28, 1993; 62 FR 51271, Sept. 30, 1997; 64 FR 51841, 
Sept. 24, 1999; 64 FR 72433, Dec. 27, 1999]



Sec. 52.214-35  Submission of Offers in U.S. Currency.

    As prescribed in 14.201-6(x), insert the following provision:

            Submission of Offers in U.S. Currency (APR 1991)

    Offers submitted in response to this solicitation shall be in terms 
of U.S. dollars. Offers received in other than U.S. dollars shall be 
rejected.

                           (End of provision)

[56 FR 15155, Apr. 15, 1991, as amended at 58 FR 31143, May 28, 1993; 62 
FR 51271, Sept. 30, 1997; 64 FR 51841, Sept. 24, 1999; 64 FR 72433, Dec. 
27, 1999]



Sec. 52.215-1  Instructions to Offerors--Competitive Acquisition.

    As prescribed in 15.209(a), insert the following provision:

      Instructions to Offerors--Competitive Acquisitions (JAN 2004)

    (a) Definitions. As used in this provision--
    Discussions are negotiations that occur after establishment of the 
competitive range that may, at the Contracting Officer's discretion, 
result in the offeror being allowed to revise its proposal.
    In writing, writing, or written means any worded or numbered 
expression that can be read, reproduced, and later communicated, and 
includes electronically transmitted and stored information.
    Proposal modification is a change made to a proposal before the 
solicitation's closing date and time, or made in response to an 
amendment, or made to correct a mistake at any time before award.
    Proposal revision is a change to a proposal made after the 
solicitation closing date, at the request of or as allowed by a 
Contracting Officer as the result of negotiations.
    Time, if stated as a number of days, is calculated using calendar 
days, unless otherwise specified, and will include Saturdays, Sundays, 
and legal holidays. However, if the last day falls on a Saturday, 
Sunday, or legal holiday, then the period shall include the next working 
day.
    (b) Amendments to solicitations. If this solicitation is amended, 
all terms and conditions that are not amended remain unchanged. Offerors 
shall acknowledge receipt of any amendment to this solicitation by the 
date and time specified in the amendment(s).
    (c) Submission, modification, revision, and withdrawal of proposals. 
(1) Unless other methods (e.g., electronic commerce or facsimile) are 
permitted in the solicitation, proposals and modifications to proposals 
shall be submitted in paper media in sealed envelopes or packages (i) 
addressed to the office specified in the solicitation, and (ii) showing 
the time and date specified for receipt, the solicitation number, and 
the name and address of the offeror. Offerors using commercial carriers 
should ensure that the proposal is marked on the outermost wrapper with 
the information in paragraphs (c)(1)(i) and (c)(1)(ii) of this 
provision.
    (2) The first page of the proposal must show--
    (i) The solicitation number;
    (ii) The name, address, and telephone and facsimile numbers of the 
offeror (and electronic address if available);
    (iii) A statement specifying the extent of agreement with all terms, 
conditions, and provisions included in the solicitation and agreement to 
furnish any or all items upon which prices are offered at the price set 
opposite each item;
    (iv) Names, titles, and telephone and facsimile numbers (and 
electronic addresses if available) of persons authorized to negotiate on 
the offeror's behalf with the Government in connection with this 
solicitation; and
    (v) Name, title, and signature of person authorized to sign the 
proposal. Proposals signed by an agent shall be accompanied by evidence 
of that agent's authority, unless that evidence has been previously 
furnished to the issuing office.
    (3) Submission, modification, revision, and withdrawal of proposals. 
(i) Offerors are responsible for submitting proposals, and any 
modifications or revisions, so as to reach the Government office 
designated in the solicitation by the time specified in the 
solicitation. If no time is specified in the solicitation, the time for 
receipt is 4:30 p.m., local time, for the designated Government office 
on the date that proposal or revision is due.
    (ii)(A) Any proposal, modification, or revision, received at the 
Government office designated in the solicitation after the exact time 
specified for receipt of offers is ``late'' and will not be considered 
unless it is received before award is made, the Contracting Officer 
determines that accepting the late offer would not unduly delay the 
acquisition; and--
    (1) If it was transmitted through an electronic commerce method 
authorized by the solicitation, it was received at the initial point of 
entry to the Government infrastructure not later than 5:00 p.m. one 
working day prior to the date specified for receipt of proposals; or

[[Page 88]]

    (2) There is acceptable evidence to establish that it was received 
at the Government installation designated for receipt of offers and was 
under the Government's control prior to the time set for receipt of 
offers; or
    (3) It is the only proposal received.
    (B) However, a late modification of an otherwise successful proposal 
that makes its terms more favorable to the Government, will be 
considered at any time it is received and may be accepted.
    (iii) Acceptable evidence to establish the time of receipt at the 
Government installation includes the time/date stamp of that 
installation on the proposal wrapper, other documentary evidence of 
receipt maintained by the installation, or oral testimony or statements 
of Government personnel.
    (iv) If an emergency or unanticipated event interrupts normal 
Government processes so that proposals cannot be received at the office 
designated for receipt of proposals by the exact time specified in the 
solicitation, and urgent Government requirements preclude amendment of 
the solicitation, the time specified for receipt of proposals will be 
deemed to be extended to the same time of day specified in the 
solicitation on the first work day on which normal Government processes 
resume.
    (v) Proposals may be withdrawn by written notice received at any 
time before award. Oral proposals in response to oral solicitations may 
be withdrawn orally. If the solicitation authorizes facsimile proposals, 
proposals may be withdrawn via facsimile received at any time before 
award, subject to the conditions specified in the provision at 52.215-5, 
Facsimile Proposals. Proposals may be withdrawn in person by an offeror 
or an authorized representative, if the identity of the person 
requesting withdrawal is established and the person signs a receipt for 
the proposal before award.
    (4) Unless otherwise specified in the solicitation, the offeror may 
propose to provide any item or combination of items.
    (5) Offerors shall submit proposals in response to this solicitation 
in English, unless otherwise permitted by the solicitation, and in U.S. 
dollars, unless the provision at FAR 52.225-17, Evaluation of Foreign 
Currency Offers, is included in the solicitation.
    (6) Offerors may submit modifications to their proposals at any time 
before the solicitation closing date and time, and may submit 
modifications in response to an amendment, or to correct a mistake at 
any time before award.
    (7) Offerors may submit revised proposals only if requested or 
allowed by the Contracting Officer.
    (8) Proposals may be withdrawn at any time before award. Withdrawals 
are effective upon receipt of notice by the Contracting Officer.
    (d) Offer expiration date. Proposals in response to this 
solicitation will be valid for the number of days specified on the 
solicitation cover sheet (unless a different period is proposed by the 
offeror).
    (e) Restriction on disclosure and use of data. Offerors that include 
in their proposals data that they do not want disclosed to the public 
for any purpose, or used by the Government except for evaluation 
purposes, shall--
    (1) Mark the title page with the following legend: This proposal 
includes data that shall not be disclosed outside the Government and 
shall not be duplicated, used, or disclosed--in whole or in part--for 
any purpose other than to evaluate this proposal. If, however, a 
contract is awarded to this offeror as a result of--or in connection 
with--the submission of this data, the Government shall have the right 
to duplicate, use, or disclose the data to the extent provided in the 
resulting contract. This restriction does not limit the Government's 
right to use information contained in this data if it is obtained from 
another source without restriction. The data subject to this restriction 
are contained in sheets [insert numbers or other identification of 
sheets]; and
    (2) Mark each sheet of data it wishes to restrict with the following 
legend: Use or disclosure of data contained on this sheet is subject to 
the restriction on the title page of this proposal.
    (f) Contract award. (1) The Government intends to award a contract 
or contracts resulting from this solicitation to the responsible 
offeror(s) whose proposal(s) represents the best value after evaluation 
in accordance with the factors and subfactors in the solicitation.
    (2) The Government may reject any or all proposals if such action is 
in the Government's interest.
    (3) The Government may waive informalities and minor irregularities 
in proposals received.
    (4) The Government intends to evaluate proposals and award a 
contract without discussions with offerors (except clarifications as 
described in FAR 15.306(a)). Therefore, the offeror's initial proposal 
should contain the offeror's best terms from a cost or price and 
technical standpoint. The Government reserves the right to conduct 
discussions if the Contracting Officer later determines them to be 
necessary. If the Contracting Officer determines that the number of 
proposals that would otherwise be in the competitive range exceeds the 
number at which an efficient competition can be conducted, the 
Contracting Officer may limit the number of proposals in the competitive 
range to the greatest number that will permit an efficient competition 
among the most highly rated proposals.
    (5) The Government reserves the right to make an award on any item 
for a quantity

[[Page 89]]

less than the quantity offered, at the unit cost or prices offered, 
unless the offeror specifies otherwise in the proposal.
    (6) The Government reserves the right to make multiple awards if, 
after considering the additional administrative costs, it is in the 
Government's best interest to do so.
    (7) Exchanges with offerors after receipt of a proposal do not 
constitute a rejection or counteroffer by the Government.
    (8) The Government may determine that a proposal is unacceptable if 
the prices proposed are materially unbalanced between line items or 
subline items. Unbalanced pricing exists when, despite an acceptable 
total evaluated price, the price of one or more contract line items is 
significantly overstated or understated as indicated by the application 
of cost or price analysis techniques. A proposal may be rejected if the 
Contracting Officer determines that the lack of balance poses an 
unacceptable risk to the Government.
    (9) If a cost realism analysis is performed, cost realism may be 
considered by the source selection authority in evaluating performance 
or schedule risk.
    (10) A written award or acceptance of proposal mailed or otherwise 
furnished to the successful offeror within the time specified in the 
proposal shall result in a binding contract without further action by 
either party.
    (11) If a post-award debriefing is given to requesting offerors, the 
Government shall disclose the following information, if applicable:
    (i) The agency's evaluation of the significant weak or deficient 
factors in the debriefed offeror's offer.
    (ii) The overall evaluated cost or price and technical rating of the 
successful and the debriefed offeror and past performance information on 
the debriefed offeror.
    (iii) The overall ranking of all offerors, when any ranking was 
developed by the agency during source selection.
    (iv) A summary of the rationale for award.
    (v) For acquisitions of commercial items, the make and model of the 
item to be delivered by the successful offeror.
    (vi) Reasonable responses to relevant questions posed by the 
debriefed offeror as to whether source-selection procedures set forth in 
the solicitation, applicable regulations, and other applicable 
authorities were followed by the agency.

                           (End of provision)

    Alternate I (OCT 1997). As prescribed in 15.209(a)(1), substitute 
the following paragraph (f)(4) for paragraph (f)(4) of the basic 
provision:

    (f)(4) The Government intends to evaluate proposals and award a 
contract after conducting discussions with offerors whose proposals have 
been determined to be within the competitive range. If the Contracting 
Officer determines that the number of proposals that would otherwise be 
in the competitive range exceeds the number at which an efficient 
competition can be conducted, the Contracting Officer may limit the 
number of proposals in the competitive range to the greatest number that 
will permit an efficient competition among the most highly rated 
proposals. Therefore, the offeror's initial proposal should contain the 
offeror's best terms from a price and technical standpoint.

    Alternate II (OCT 1997). As prescribed in 15.209(a)(2), add a 
paragraph (c)(9) substantially the same as the following to the basic 
clause:

    (9) Offerors may submit proposals that depart from stated 
requirements. Such proposals shall clearly identify why the acceptance 
of the proposal would be advantageous to the Government. Any deviations 
from the terms and conditions of the solicitation, as well as the 
comparative advantage to the Government, shall be clearly identified and 
explicitly defined. The Government reserves the right to amend the 
solicitation to allow all offerors an opportunity to submit revised 
proposals based on the revised requirements.

[62 FR 51259, Sept. 30, 1997; 64 FR 51841, Sept. 24, 1999, as amended at 
64 FR 72433, 72451, Dec. 27, 1999; 66 FR 2135, Jan. 10, 2001; 68 FR 
69258, Dec. 11, 2003]



Sec. 52.215-2  Audit and Records--Negotiation.

    As prescribed in 15.209(b), insert the following clause:

                Audit and Records--Negotiation (OCT 2010)

    (a) As used in this clause, records includes books, documents, 
accounting procedures and practices, and other data, regardless of type 
and regardless of whether such items are in written form, in the form of 
computer data, or in any other form.
    (b) Examination of costs. If this is a cost-reimbursement, 
incentive, time-and-materials, labor-hour, or price redeterminable 
contract, or any combination of these, the Contractor shall maintain and 
the Contracting Officer, or an authorized representative of the 
Contracting Officer, shall have the right to examine and audit all 
records and other evidence sufficient to reflect properly all costs 
claimed to have been incurred or anticipated to be incurred directly or 
indirectly in performance of this contract. This right of examination 
shall include inspection at all reasonable times of the Contractor's 
plants, or parts of them, engaged in performing the contract.
    (c) Certified cost or pricing data. If the Contractor has been 
required to submit certified

[[Page 90]]

cost or pricing data in connection with any pricing action relating to 
this contract, the Contracting Officer, or an authorized representative 
of the Contracting Officer, in order to evaluate the accuracy, 
completeness, and currency of the certified cost or pricing data, shall 
have the right to examine and audit all of the Contractor's records, 
including computations and projections, related to--
    (1) The proposal for the contract, subcontract, or modification;
    (2) The discussions conducted on the proposal(s), including those 
related to negotiating;
    (3) Pricing of the contract, subcontract, or modification; or
    (4) Performance of the contract, subcontract or modification.
    (d) Comptroller General. (1) The Comptroller General of the United 
States, or an authorized representative, shall have access to and the 
right to examine any of the Contractor's directly pertinent records 
involving transactions related to this contract or a subcontract 
hereunder and to interview any current employee regarding such 
transactions.
    (2) This paragraph may not be construed to require the Contractor or 
subcontractor to create or maintain any record that the Contractor or 
subcontractor does not maintain in the ordinary course of business or 
pursuant to a provision of law.
    (e) Reports. If the Contractor is required to furnish cost, funding, 
or performance reports, the Contracting Officer or an authorized 
representative of the Contracting Officer shall have the right to 
examine and audit the supporting records and materials, for the purpose 
of evaluating (1) the effectiveness of the Contractor's policies and 
procedures to produce data compatible with the objectives of these 
reports and (2) the data reported.
    (f) Availability. The Contractor shall make available at its office 
at all reasonable times the records, materials, and other evidence 
described in paragraphs (a), (b), (c), (d), and (e) of this clause, for 
examination, audit, or reproduction, until 3 years after final payment 
under this contract or for any shorter period specified in Subpart 4.7, 
Contractor Records Retention, of the Federal Acquisition Regulation 
(FAR), or for any longer period required by statute or by other clauses 
of this contract. In addition--
    (1) If this contract is completely or partially terminated, the 
Contractor shall make available the records relating to the work 
terminated until 3 years after any resulting final termination 
settlement; and
    (2) The Contractor shall make available records relating to appeals 
under the Disputes clause or to litigation or the settlement of claims 
arising under or relating to this contract until such appeals, 
litigation, or claims are finally resolved.
    (g) The Contractor shall insert a clause containing all the terms of 
this clause, including this paragraph (g), in all subcontracts under 
this contract that exceed the simplified acquisition threshold and--
    (1) That are cost-reimbursement, incentive, time-and-materials, 
labor-hour, or price-redeterminable type or any combination of these;
    (2) For which certified cost or pricing data are required; or
    (3) That require the subcontractor to furnish reports as discussed 
in paragraph (e) of this clause.
    The clause may be altered only as necessary to identify properly the 
contracting parties and the Contracting Officer under the Government 
prime contract.

                             (End of clause)

    Alternate I (MAR 2009). As prescribed in 15.209(b)(2), substitute 
the following paragraphs (d)(1) and (g) for paragraphs (d)(1) and (g) of 
the basic clause:

    (d) Comptroller General or Inspector General. (1) The Comptroller 
General of the United States, an appropriate Inspector General appointed 
under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. 
App.), or an authorized representative of either of the foregoing 
officials, shall have access to and the right to--
    (i) Examine any of the Contractor's or any subcontractor's records 
that pertain to and involve transactions relating to this contract or a 
subcontract hereunder; and
    (ii) Interview any officer or employee regarding such transactions.
    (g)(1) Except as provided in paragraph (g)(2) of this clause, the 
Contractor shall insert a clause containing all the terms of this 
clause, including this paragraph (g), in all subcontracts under this 
contract. The clause may be altered only as necessary to identify 
properly the contracting parties and the Contracting Officer under the 
Government prime contract.
    (2) The authority of the Inspector General under paragraph 
(d)(1)(ii) of this clause does not flow down to subcontracts.

    Alternate II (APR 1998). As prescribed in 15.209(b)(3), add the 
following paragraph (h) to the basic clause:

    (h) The provisions of OMB Circular No. A-133, ``Audits of States, 
Local Governments, and Nonprofit Organizations,'' apply to this 
contract.

    Alternate III (JUN 1999). As prescribed in 15.209(b)(4), delete 
paragraph (d) of the basic clause and redesignate the remaining 
paragraphs accordingly, and substitute the following paragraph (e)

[[Page 91]]

for the redesignated paragraph (e) of the basic clause:

    (e) Availability. The Contractor shall make available at its office 
at all reasonable times the records, materials, and other evidence 
described in paragraphs (a), (b), (c), and (d) of this clause, for 
examination, audit, or reproduction, until 3 years after final payment 
under this contract or for any shorter period specified in Subpart 4.7, 
Contractor Records Retention, of the Federal Acquisition Regulation 
(FAR), or for any longer period required by statute or by other clauses 
of this contract. In addition--
    (1) If this contract is completely or partially terminated, the 
Contractor shall make available the records relating to the work 
terminated until 3 years after any resulting final termination 
settlement; and
    (2) The Contractor shall make available records relating to appeals 
under the Disputes clause or to litigation or the settlement of claims 
arising under or relating to this contract until such appeals, 
litigation, or claims are finally resolved.

[60 FR 42651, Aug. 16, 1995, as amended at 61 FR 39198, July 26, 1996; 
62 FR 259, Jan. 2, 1997; 62 FR 51271, Sept. 30, 1997; 63 FR 9055, Feb. 
23, 1998; 64 FR 32749, June 17, 1999; 72 FR 27389, May 15, 2007; 74 FR 
14649, 14651, Mar. 31, 2009; 75 FR 53150, Aug. 30, 2010]



Sec. 52.215-3  Request for Information or Solicitation for Planning 

          Purposes.

    As prescribed in 15.209(c), insert the following provision:

Request for Information or Solicitation for Planning Purposes (OCT 1997)

    (a) The Government does not intend to award a contract on the basis 
of this solicitation or to otherwise pay for the information solicited 
except as an allowable cost under other contracts as provided in 
subsection 31.205-18, Bid and proposal costs, of the Federal Acquisition 
Regulation.
    (b) Although ``proposal'' and ``offeror'' are used in this Request 
for Information, your response will be treated as information only. It 
shall not be used as a proposal.
    (c) This solicitation is issued for the purpose of: [state purpose].

                           (End of provision)

[62 FR 51261, Sept. 30, 1997]



Sec. 52.215-4  [Reserved]



Sec. 52.215-5  Facsimile Proposals.

    As prescribed in 15.209(e), insert the following provision:

                     Facsimile Proposals (OCT 1997)

    (a) Definition. Facsimile proposal, as used in this provision, means 
a proposal, revision or modification of a proposal, or withdrawal of a 
proposal that is transmitted to and received by the Government via 
facsimile machine.
    (b) Offerors may submit facsimile proposals as responses to this 
solicitation. Facsimile proposals are subject to the same rules as paper 
proposals.
    (c) The telephone number of receiving facsimile equipment is: 
[insert telephone number].
    (d) If any portion of a facsimile proposal received by the 
Contracting Officer is unreadable to the degree that conformance to the 
essential requirements of the solicitation cannot be ascertained from 
the document--
    (1) The Contracting Officer immediately shall notify the offeror and 
permit the offeror to resubmit the proposal;
    (2) The method and time for resubmission shall be prescribed by the 
Contracting Officer after consultation with the offeror; and
    (3) The resubmission shall be considered as if it were received at 
the date and time of the original unreadable submission for the purpose 
of determining timeliness, provided the offeror complies with the time 
and format requirements for resubmission prescribed by the Contracting 
Officer.
    (e) The Government reserves the right to make award solely on the 
facsimile proposal. However, if requested to do so by the Contracting 
Officer, the apparently successful offeror promptly shall submit the 
complete original signed proposal.

                           (End of provision)

[62 FR 51261, Sept. 30, 1997]



Sec. 52.215-6  Place of Performance.

    As prescribed in 15.209(f), insert the following provision:

                     Place of Performance (OCT 1997)

    (a) The offeror or respondent, in the performance of any contract 
resulting from this solicitation, [squ] intends, [squ] does not intend 
[check applicable block] to use one or more plants or facilities located 
at a different address from the address of the offeror or respondent as 
indicated in this proposal or response to request for information.
    (b) If the offeror or respondent checks ``intends'' in paragraph (a) 
of this provision, it shall insert in the following spaces the required 
information:

[[Page 92]]



------------------------------------------------------------------------
    Place of performance (street        Name and address of owner and
 address, city, state, county, zip    operator of the plant or facility
               code)                 if other than offeror or respondent
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------

                           (End of provision)

[62 FR 51261, Sept. 30, 1997]



Sec. 52.215-7  [Reserved]



Sec. 52.215-8  Order of Precedence--Uniform Contract Format.

    As prescribed in 15.209(h), insert the following clause:

         Order of Precedence--Uniform Contract Format (OCT 1997)

    Any inconsistency in this solicitation or contract shall be resolved 
by giving precedence in the following order:
    (a) The Schedule (excluding the specifications).
    (b) Representations and other instructions.
    (c) Contract clauses.
    (d) Other documents, exhibits, and attachments.
    (e) The specifications.

                             (End of clause)

[62 FR 51261, Sept. 30, 1997]



Sec. 52.215-9  Changes or Additions to Make-or-Buy Program.

    As prescribed in 15.408(a), insert the following clause:

         Changes or Additions to Make-or-Buy Program (OCT 1997)

    (a) The Contractor shall perform in accordance with the make-or-buy 
program incorporated in this contract. If the Contractor proposes to 
change the program, the Contractor shall, reasonably in advance of the 
proposed change, (1) notify the Contracting Officer in writing, and (2) 
submit justification in sufficient detail to permit evaluation. Changes 
in the place of performance of any ``make'' items in the program are 
subject to this requirement.
    (b) For items deferred at the time of negotiation of this contract 
for later addition to the program, the Contractor shall, at the earliest 
possible time--
    (1) Notify the Contracting Officer of each proposed addition; and
    (2) Provide justification in sufficient detail to permit evaluation.
    (c) Modification of the make-or-buy program to incorporate proposed 
changes or additions shall be effective upon the Contractor's receipt of 
the Contracting Officer's written approval.

                             (End of clause)

    Alternate I (OCT 2010). As prescribed in 15.408(a)(1) add the 
following paragraph (d) to the basic clause:

    (d) If the Contractor desires to reverse the categorization of 
``make'' or ``buy'' for any item or items designated in the contract as 
subject to this paragraph, it shall--
    (1) Support its proposal with certified cost or pricing data in 
accordance with FAR 15.408, Table 15-2 when required by FAR 15.403, and 
data other than certified cost or pricing data, to permit evaluation; 
and
    (2) After approval is granted, promptly negotiate with the 
Contracting Officer an equitable reduction in the contract price in 
accordance with paragraph (k) of the Incentive Price Revision--Firm 
Target clause or paragraph (m) of the Incentive Price Revision--
Successive Targets clause of this contract.

    Alternate II (OCT 2010). As prescribed in 15.408(a)(2), add the 
following paragraph (d) to the basic clause:

    (d) If the Contractor desires to reverse the categorization of 
``make'' or ``buy'' for any item or items designated in the contract as 
subject to this paragraph, it shall--
    (1) Support its proposal with certified cost or pricing data in 
accordance with FAR 15.408, Table 15-2, when required by FAR 15.403, and 
data other than certified cost or pricing data, to permit evaluation; 
and
    (1) Support its proposal with cost or pricing data to permit 
evaluation; and
    (2) After approval is granted, promptly negotiate with the 
Contracting Officer an equitable reduction in the contract's total 
estimated cost and fee in accordance with paragraph (e) of the Incentive 
Fee clause of this contract.

[62 FR 51261, Sept. 30, 1997, as amended at 75 FR 53150, Aug. 30, 2010]



Sec. 52.215-10  Price Reduction for Defective Certified Cost or Pricing 

          Data.

    As prescribed in 15.408(b), insert the following clause:

 Price Reduction for Defective Certified Cost or Pricing Data (OCT 2010)

    (a) If any price, including profit or fee, negotiated in connection 
with this contract, or any cost reimbursable under this contract, was 
increased by any significant amount because--
    (1) The Contractor or a subcontractor furnished certified cost or 
pricing data that were not complete, accurate, and current as

[[Page 93]]

certified in its Certificate of Current Cost or Pricing Data;
    (2) A subcontractor or prospective subcontractor furnished the 
Contractor certified cost or pricing data that were not complete, 
accurate, and current as certified in the Contractor's Certificate of 
Current Cost or Pricing Data; or
    (3) Any of these parties furnished data of any description that were 
not accurate, the price or cost shall be reduced accordingly and the 
contract shall be modified to reflect the reduction.
    (b) Any reduction in the contract price under paragraph (a) of this 
clause due to defective data from a prospective subcontractor that was 
not subsequently awarded the subcontract shall be limited to the amount, 
plus applicable overhead and profit markup, by which (1) the actual 
subcontract or (2) the actual cost to the Contractor, if there was no 
subcontract, was less than the prospective subcontract cost estimate 
submitted by the Contractor; provided, that the actual subcontract price 
was not itself affected by defective certified cost or pricing data.
    (c)(1) If the Contracting Officer determines under paragraph (a) of 
this clause that a price or cost reduction should be made, the 
Contractor agrees not to raise the following matters as a defense:
    (i) The Contractor or subcontractor was a sole source supplier or 
otherwise was in a superior bargaining position and thus the price of 
the contract would not have been modified even if accurate, complete, 
and current certified cost or pricing data had been submitted.
    (ii) The Contracting Officer should have known that the certified 
cost or pricing data in issue were defective even though the Contractor 
or subcontractor took no affirmative action to bring the character of 
the data to the attention of the Contracting Officer.
    (iii) The contract was based on an agreement about the total cost of 
the contract and there was no agreement about the cost of each item 
procured under the contract.
    (iv) The Contractor or subcontractor did not submit a Certificate of 
Current Cost or Pricing Data.
    (2)(i) Except as prohibited by subdivision (c)(2)(ii) of this 
clause, an offset in an amount determined appropriate by the Contracting 
Officer based upon the facts shall be allowed against the amount of a 
contract price reduction if--
    (A) The Contractor certifies to the Contracting Officer that, to the 
best of the Contractor's knowledge and belief, the Contractor is 
entitled to the offset in the amount requested; and
    (B) The Contractor proves that the certified cost or pricing data 
were available before the ``as of'' date specified on its Certificate of 
Current Cost or Pricing Data, and that the data were not submitted 
before such date.
    (ii) An offset shall not be allowed if--
    (A) The understated data were known by the Contractor to be 
understated before the ``as of'' date specified on its Certificate of 
Current Cost or Pricing Data; or
    (B) The Government proves that the facts demonstrate that the 
contract price would not have increased in the amount to be offset even 
if the available data had been submitted before the ``as of'' date 
specified on its Certificate of Current Cost or Pricing Data.
    (d) If any reduction in the contract price under this clause reduces 
the price of items for which payment was made prior to the date of the 
modification reflecting the price reduction, the Contractor shall be 
liable to and shall pay the United States at the time such overpayment 
is repaid--
    (1) Simple interest on the amount of such overpayment to be computed 
from the date(s) of overpayment to the Contractor to the date the 
Government is repaid by the Contractor at the applicable underpayment 
rate effective for each quarter prescribed by the Secretary of the 
Treasury under 26 U.S.C. 6621(a)(2); and
    (2) A penalty equal to the amount of the overpayment, if the 
Contractor or subcontractor knowingly submitted certified cost or 
pricing data that were incomplete, inaccurate, or noncurrent.

                             (End of clause)

[62 FR 51262, Sept. 30, 1997, as amended at 75 FR 53151, Aug. 30, 2010]



Sec. 52.215-11  Price Reduction for Defective Certified Cost or Pricing 

          Data--Modifications.

    As prescribed in 15.408(c), insert the following clause:

     Price Reduction for Defective Certified Cost or Pricing Data--
                        Modifications (OCT 2010)

    (a) This clause shall become operative only for any modification to 
this contract involving a pricing adjustment expected to exceed the 
threshold for submission of certified cost or pricing data at FAR 
15.403-4, except that this clause does not apply to any modification if 
an exception under FAR 15.403-1 applies.
    (b) If any price, including profit or fee, negotiated in connection 
with any modification under this clause, or any cost reimbursable under 
this contract, was increased by any significant amount because (1) the 
Contractor or a subcontractor furnished certified cost or pricing data 
that were not complete, accurate, and current as certified in its 
Certificate of Current Cost or Pricing

[[Page 94]]

Data, (2) a subcontractor or prospective subcontractor furnished the 
Contractor certified cost or pricing data that were not complete, 
accurate, and current as certified in the Contractor's Certificate of 
Current Cost or Pricing Data, or (3) any of these parties furnished data 
of any description that were not accurate, the price or cost shall be 
reduced accordingly and the contract shall be modified to reflect the 
reduction. This right to a price reduction is limited to that resulting 
from defects in data relating to modifications for which this clause 
becomes operative under paragraph (a) of this clause.
    (c) Any reduction in the contract price under paragraph (b) of this 
clause due to defective data from a prospective subcontractor that was 
not subsequently awarded the subcontract shall be limited to the amount, 
plus applicable overhead and profit markup, by which (1) the actual 
subcontract or (2) the actual cost to the Contractor, if there was no 
subcontract, was less than the prospective subcontract cost estimate 
submitted by the Contractor; provided, that the actual subcontract price 
was not itself affected by defective certified cost or pricing data.
    (d)(1) If the Contracting Officer determines under paragraph (b) of 
this clause that a price or cost reduction should be made, the 
Contractor agrees not to raise the following matters as a defense:
    (i) The Contractor or subcontractor was a sole source supplier or 
otherwise was in a superior bargaining position and thus the price of 
the contract would not have been modified even if accurate, complete, 
and current certified cost or pricing data had been submitted.
    (ii) The Contracting Officer should have known that the certified 
cost or pricing data in issue were defective even though the Contractor 
or subcontractor took no affirmative action to bring the character of 
the data to the attention of the Contracting Officer.
    (iii) The contract was based on an agreement about the total cost of 
the contract and there was no agreement about the cost of each item 
procured under the contract.
    (iv) The Contractor or subcontractor did not submit a Certificate of 
Current Cost or Pricing Data.
    (2)(i) Except as prohibited by subdivision (d)(2)(ii) of this 
clause, an offset in an amount determined appropriate by the Contracting 
Officer based upon the facts shall be allowed against the amount of a 
contract price reduction if--
    (A) The Contractor certifies to the Contracting Officer that, to the 
best of the Contractor's knowledge and belief, the Contractor is 
entitled to the offset in the amount requested; and
    (B) The Contractor proves that the certified cost or pricing data 
were available before the ``as of'' date specified on its Certificate of 
Current Cost or Pricing Data, and that the data were not submitted 
before such date.
    (ii) An offset shall not be allowed if--
    (A) The understated data were known by the Contractor to be 
understated before the ``as of'' date specified on its Certificate of 
Current Cost or Pricing Data; or
    (B) The Government proves that the facts demonstrate that the 
contract price would not have increased in the amount to be offset even 
if the available data had been submitted before the ``as of'' date 
specified on its Certificate of Current Cost or Pricing Data.
    (e) If any reduction in the contract price under this clause reduces 
the price of items for which payment was made prior to the date of the 
modification reflecting the price reduction, the Contractor shall be 
liable to and shall pay the United States at the time such overpayment 
is repaid--
    (1) Simple interest on the amount of such overpayment to be computed 
from the date(s) of overpayment to the Contractor to the date the 
Government is repaid by the Contractor at the applicable underpayment 
rate effective for each quarter prescribed by the Secretary of the 
Treasury under 26 U.S.C. 6621(a)(2); and
    (2) A penalty equal to the amount of the overpayment, if the 
Contractor or subcontractor knowingly submitted certified cost or 
pricing data that were incomplete, inaccurate, or noncurrent.

                             (End of clause)

[62 FR 51262, Sept. 30, 1997, as amended at 75 FR 53151, Aug. 30, 2010]



Sec. 52.215-12  Subcontractor Certified Cost or Pricing Data.

    As prescribed in 15.408(d), insert the following clause:

         Subcontractor Certified Cost or Pricing Data (OCT 2010)

    (a) Before awarding any subcontract expected to exceed the threshold 
for submission of certified cost or pricing data at FAR 15.403-4, on the 
date of agreement on price or the date of award, whichever is later; or 
before pricing any subcontract modification involving a pricing 
adjustment expected to exceed the threshold for submission of certified 
cost or pricing data at FAR 15.403-4, the Contractor shall require the 
subcontractor to submit certified cost or pricing data (actually or by 
specific identification in writing), in accordance with FAR 15.408, 
Table 15-2 (to include any information reasonably required to explain 
the subcontractor's estimating process such as the judgmental factors 
applied and the mathematical or other methods used in the estimate, 
including those

[[Page 95]]

used in projecting from known data, and the nature and amount of any 
contingencies included in the price), unless an exception under FAR 
15.403-1 applies.
    (b) The Contractor shall require the subcontractor to certify in 
substantially the form prescribed in FAR 15.406-2 that, to the best of 
its knowledge and belief, the data submitted under paragraph (a) of this 
clause were accurate, complete, and current as of the date of agreement 
on the negotiated price of the subcontract or subcontract modification.
    (c) In each subcontract that exceeds the threshold for submission of 
certified cost or pricing data at FAR 15.403-4, when entered into, the 
Contractor shall insert either--
    (1) The substance of this clause, including this paragraph (c), if 
paragraph (a) of this clause requires submission of certified cost or 
pricing data for the subcontract; or
    (2) The substance of the clause at FAR 52.215-13, Subcontractor 
Certified Cost or Pricing Data--Modifications.

                             (End of clause)

[62 FR 51263, Sept. 30, 1997, as amended at 75 FR 53151, Aug. 30, 2010]



Sec. 52.215-13  Subcontractor Certified Cost or Pricing Data--

          Modifications.

    As prescribed in 15.408(e), insert the following clause:

 Subcontractor Certified Cost or Pricing Data--Modifications (OCT 2010)

    (a) The requirements of paragraphs (b) and (c) of this clause 
shall--
    (1) Become operative only for any modification to this contract 
involving a pricing adjustment expected to exceed the threshold for 
submission of certified cost or pricing data at FAR 15.403-4; and
    (2) Be limited to such modifications.
    (b) Before awarding any subcontract expected to exceed the threshold 
for submission of certified cost or pricing data at FAR 15.403-4, on the 
date of agreement on price or the date of award, whichever is later; or 
before pricing any subcontract modification involving a pricing 
adjustment expected to exceed the threshold for submission of certified 
cost or pricing data at FAR 15.403-4, the Contractor shall require the 
subcontractor to submit certified cost or pricing data (actually or by 
specific identification in writing), in accordance with FAR 15.408, 
Table 15-2 (to include any information reasonably required to explain 
the subcontractor's estimating process such as the judgmental factors 
applied and the mathematical or other methods used in the estimate, 
including those used in projecting from known data, and the nature and 
amount of any contingencies included in the price), unless an exception 
under FAR 15.403-1 applies.
    (c) The Contractor shall require the subcontractor to certify in 
substantially the form prescribed in FAR 15.406-2 that, to the best of 
its knowledge and belief, the data submitted under paragraph (b) of this 
clause were accurate, complete, and current as of the date of agreement 
on the negotiated price of the subcontract or subcontract modification.
    (d) The Contractor shall insert the substance of this clause, 
including this paragraph (d), in each subcontract that exceeds the 
threshold for submission of certified cost or pricing data at FAR 
15.403-4 on the date of agreement on price or the date of award, 
whichever is later.

                             (End of clause)

[62 FR 51263, Sept. 30, 1997, as amended at 75 FR 53151, Aug. 30, 2010]



Sec. 52.215-14  Integrity of Unit Prices.

    As prescribed in 15.408(f)(1), insert the following clause:

                   Integrity of Unit Prices (OCT 2010)

    (a) Any proposal submitted for the negotiation of prices for items 
of supplies shall distribute costs within contracts on a basis that 
ensures that unit prices are in proportion to the items' base cost 
(e.g., manufacturing or acquisition costs). Any method of distributing 
costs to line items that distorts unit prices shall not be used. For 
example, distributing costs equally among line items is not acceptable 
except when there is little or no variation in base cost. Nothing in 
this paragraph requires submission of certified cost or pricing data not 
otherwise required by law or regulation.
    (b) When requested by the Contracting Officer, the Offeror/
Contractor shall also identify those supplies that it will not 
manufacture or to which it will not contribute significant value.
    (c) The Contractor shall insert the substance of this clause, less 
paragraph (b), in all subcontracts for other than: acquisitions at or 
below the simplified acquisition threshold in FAR Part 2; construction 
or architect-engineer services under FAR Part 36; utility services under 
FAR Part 41; services where supplies are not required; commercial items; 
and petroleum products.

                             (End of clause)

    Alternate I (OCT 1997). As prescribed in 15.408(f)(2), substitute 
the following paragraph (b) for paragraph (b) of the basic clause:


[[Page 96]]


    (b) The Offeror/Contractor shall also identify those supplies that 
it will not manufacture or to which it will not contribute significant 
value.

[62 FR 51263, Sept. 30, 1997, as amended at 75 FR 53151, Aug. 30, 2010]



Sec. 52.215-15  Pension adjustments and asset reversions.

    As prescribed in 15.408(g), insert the following clause:

           Pension Adjustments and Asset Reversions (OCT 2010)

    (a) The Contractor shall promptly notify the Contracting Officer in 
writing when it determines that it will terminate a defined-benefit 
pension plan or otherwise recapture such pension fund assets.
    (b) For segment closings, pension plan terminations, or curtailment 
of benefits, the amount of the adjustment shall be--
    (1) For contracts and subcontracts that are subject to full coverage 
under the Cost Accounting Standards (CAS) Board rules and regulations 
(48 CFR Chapter 99), the amount measured, assigned, and allocated in 
accordance with 48 CFR 9904.413-50(c)(12); and
    (2) For contracts and subcontracts that are not subject to full 
coverage under the CAS, the amount measured, assigned, and allocated in 
accordance with 48 CFR 9904.413-50(c)(12), except the numerator of the 
fraction at 48 CFR 9904.413-50(c)(12)(vi) shall be the sum of the 
pension plan costs allocated to all non-CAS covered contracts and 
subcontracts that are subject to Federal Acquisition Regulation (FAR) 
Subpart 31.2 or for which certified cost or pricing data were submitted.
    (c) For all other situations where assets revert to the Contractor, 
or such assets are constructively received by it for any reason, the 
Contractor shall, at the Government's option, make a refund or give a 
credit to the Government for its equitable share of the gross amount 
withdrawn. The Government's equitable share shall reflect the 
Government's participation in pension costs through those contracts for 
which certified cost or pricing data were submitted or that are subject 
to FAR Subpart 31.2.
    (d) The Contractor shall include the substance of this clause in all 
subcontracts under this contract that meet the applicability requirement 
of FAR 15.408(g).

                             (End of clause)

[63 FR 58598, Oct. 30, 1998, as amended at 68 FR 69527, Dec. 11, 2003; 
69 FR 59704, Oct. 5, 2004; 69 FR 60967, Oct. 14, 2004; 75 FR 53151, Aug. 
30, 2010]



Sec. 52.215-16  Facilities Capital Cost of Money.

    As prescribed in 15.408(h), insert the following provision:

               Facilities Capital Cost of Money (JUN 2003)

    (a) Facilities capital cost of money will be an allowable cost under 
the contemplated contract, if the criteria for allowability in FAR 
31.205-10(b) are met. One of the allowability criteria requires the 
prospective Contractor to propose facilities capital cost of money in 
its offer.
    (b) If the prospective Contractor does not propose this cost, the 
resulting contract will include the clause Waiver of Facilities Capital 
Cost of Money.

                           (End of provision)

[52 FR 35669, Sept. 22, 1987. Redesignated and amended at 62 FR 51263, 
Sept. 30, 1997; 68 FR 28092, May 22, 2003]



Sec. 52.215-17  Waiver of Facilities Capital Cost of Money.

    As prescribed in 15.408(i), insert the following clause:

          Waiver of Facilities Capital Cost of Money (OCT 1997)

    The Contractor did not include facilities capital cost of money as a 
proposed cost of this contract. Therefore, it is an unallowable cost 
under this contract.

                             (End of clause)

[52 FR 35669, Sept. 22, 1987. Redesignated and amended at 62 FR 51263, 
Sept. 30, 1997]



Sec. 52.215-18  Reversion or Adjustment of Plans for Postretirement 

          Benefits (PRB) Other Than Pensions.

    As prescribed in 15.408(j), insert the following clause:

Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other 
                        Than Pensions (JUL 2005)

    (a) The Contractor shall promptly notify the Contracting Officer in 
writing when the Contractor determines that it will terminate or reduce 
the benefits of a PRB plan.
    (b) If PRB fund assets revert or inure to the Contractor, or are 
constructively received by it under a plan termination or otherwise, the 
Contractor shall make a refund or give a credit to the Government for 
its equitable share as required by 31.205-6(o)(5) of the Federal 
Acquisition Regulation (FAR). When determining or agreeing on the method

[[Page 97]]

for recovery of the Government's equitable share, the contracting 
parties should consider the following methods: cost reduction, 
amortizing the credit over a number of years (with appropriate 
interest), cash refund, or some other agreed upon method. Should the 
parties be unable to agree on the method for recovery of the 
Government's equitable share, through good faith negotiations, the 
Contracting Officer shall designate the method of recovery.
    (c) The Contractor shall insert the substance of this clause in all 
subcontracts that meet the applicability requirements of FAR 15.408(j).

                             (End of clause)

[70 FR 33673, June 8, 2005]



Sec. 52.215-19  Notification of Ownership Changes.

    As prescribed in 15.408(k), insert the following clause:

              Notification of Ownership Changes (OCT 1997)

    (a) The Contractor shall make the following notifications in 
writing:
    (1) When the Contractor becomes aware that a change in its ownership 
has occurred, or is certain to occur, that could result in changes in 
the valuation of its capitalized assets in the accounting records, the 
Contractor shall notify the Administrative Contracting Officer (ACO) 
within 30 days.
    (2) The Contractor shall also notify the ACO within 30 days whenever 
changes to asset valuations or any other cost changes have occurred or 
are certain to occur as a result of a change in ownership.
    (b) The Contractor shall--
    (1) Maintain current, accurate, and complete inventory records of 
assets and their costs;
    (2) Provide the ACO or designated representative ready access to the 
records upon request;
    (3) Ensure that all individual and grouped assets, their capitalized 
values, accumulated depreciation or amortization, and remaining useful 
lives are identified accurately before and after each of the 
Contractor's ownership changes; and
    (4) Retain and continue to maintain depreciation and amortization 
schedules based on the asset records maintained before each Contractor 
ownership change.
    (c) The Contractor shall include the substance of this clause in all 
subcontracts under this contract that meet the applicability requirement 
of FAR 15.408(k).

                             (End of clause)

[62 FR 51264, Sept. 30, 1997]



Sec. 52.215-20  Requirements for Certified Cost or Pricing Data and Data 

          Other Than Certified Cost or Pricing Data.

    As prescribed in 15.408(l), insert the following provision:

  Requirements for Certified Cost or Pricing Data and Data Other Than 
                Certified Cost or Pricing Data (OCT 2010)

    (a) Exceptions from certified cost or pricing data. (1) In lieu of 
submitting certified cost or pricing data, offerors may submit a written 
request for exception by submitting the information described in the 
following subparagraphs. The Contracting Officer may require additional 
supporting information, but only to the extent necessary to determine 
whether an exception should be granted, and whether the price is fair 
and reasonable.
    (i) Identification of the law or regulation establishing the price 
offered. If the price is controlled under law by periodic rulings, 
reviews, or similar actions of a governmental body, attach a copy of the 
controlling document, unless it was previously submitted to the 
contracting office.
    (ii) Commercial item exception. For a commercial item exception, the 
offeror shall submit, at a minimum, information on prices at which the 
same item or similar items have previously been sold in the commercial 
market that is adequate for evaluating the reasonableness of the price 
for this acquisition. Such information may include--
    (A) For catalog items, a copy of or identification of the catalog 
and its date, or the appropriate pages for the offered items, or a 
statement that the catalog is on file in the buying office to which the 
proposal is being submitted. Provide a copy or describe current discount 
policies and price lists (published or unpublished), e.g., wholesale, 
original equipment manufacturer, or reseller. Also explain the basis of 
each offered price and its relationship to the established catalog 
price, including how the proposed price relates to the price of recent 
sales in quantities similar to the proposed quantities;
    (B) For market-priced items, the source and date or period of the 
market quotation or other basis for market price, the base amount, and 
applicable discounts. In addition, describe the nature of the market;
    (C) For items included on an active Federal Supply Service Multiple 
Award Schedule contract, proof that an exception has been granted for 
the schedule item.
    (2) The offeror grants the Contracting Officer or an authorized 
representative the right to examine, at any time before award, books,

[[Page 98]]

records, documents, or other directly pertinent records to verify any 
request for an exception under this provision, and the reasonableness of 
price. For items priced using catalog or market prices, or law or 
regulation, access does not extend to cost or profit information or 
other data relevant solely to the offeror's determination of the prices 
to be offered in the catalog or marketplace.
    (b) Requirements for certified cost or pricing data. If the offeror 
is not granted an exception from the requirement to submit certified 
cost or pricing data, the following applies:
    (1) The offeror shall prepare and submit certified cost or pricing 
data, data other than certified cost or pricing data, and supporting 
attachments in accordance with the instructions contained in Table 15-2 
of FAR 15.408, which is incorporated by reference with the same force 
and effect as though it were inserted here in full text. The 
instructions in Table 15-2 are incorporated as a mandatory format to be 
used in this contract, unless the Contracting Officer and the Contractor 
agree to a different format and change this clause to use Alternate I.
    (2) As soon as practicable after agreement on price, but before 
contract award (except for unpriced actions such as letter contracts), 
the offeror shall submit a Certificate of Current Cost or Pricing Data, 
as prescribed by FAR 15.406-2.

                           (End of provision)

    Alternate I (OCT 2010). As prescribed in 15.408(1) (and see 15.403-
5(b)(1)), substitute the following paragraph (b)(1) for paragraph (b)(1) 
of the basic provision:

    (b)(1) The offeror shall submit certified cost or pricing data, data 
other than certified cost or pricing data, and supporting attachments in 
the following format: [Insert description of the data and format that 
are required, and include access to records necessary to permit an 
adequate evaluation of the proposed price in accordance with 15.408, 
Table 15-2, Note 2. The description may be inserted at the time of 
issuing the solicitation, or the Contracting Officer may specify that 
the offeror's format will be acceptable, or the description may be 
inserted as the result of negotiations.]

    Alternate II (OCT 1997). As prescribed in 15.408(l), add the 
following paragraph (c) to the basic provision:

    (c) When the proposal is submitted, also submit one copy each to: 
(1) the Administrative Contracting Officer, and (2) the Contract 
Auditor.

    Alternate III (OCT 1997). As prescribed in 15.408(l), add the 
following paragraph (c) to the basic provision (if Alternate II is also 
used, redesignate the following paragraph as paragraph (d)).

    (c) Submit the cost portion of the proposal via the following 
electronic media: [Insert media format, e.g., electronic spreadsheet 
format, electronic mail, etc.]

    Alternate IV (OCT 2010). As prescribed in 15.408(l), replace the 
text of the basic provision with the following:

    (a) Submission of certified cost or pricing data is not required.
    (b) Provide data described below: [Insert description of the data 
and the format that are required, including the access to records 
necessary to permit an adequate evaluation of the proposed price in 
accordance with 15.403-3.]

[62 FR 51264, Sept. 30, 1997, as amended at 75 FR 53152, Aug. 30, 2010]



Sec. 52.215-21  Requirements for Certified Cost or Pricing Data and Data 

          Other Than Certified Cost or Pricing Data--Modifications.

    As prescribed in 15.408(m), insert the following clause:

  Requirements for Certified Cost or Pricing Data and Data Other Than 
        Certified Cost or Pricing Data--Modifications (OCT 2010)

    (a) Exceptions from certified cost or pricing data. (1) In lieu of 
submitting certified cost or pricing data for modifications under this 
contract, for price adjustments expected to exceed the threshold set 
forth at FAR 15.403-4 on the date of the agreement on price or the date 
of the award, whichever is later, the Contractor may submit a written 
request for exception by submitting the information described in the 
following subparagraphs. The Contracting Officer may require additional 
supporting information, but only to the extent necessary to determine 
whether an exception should be granted, and whether the price is fair 
and reasonable--
    (i) Identification of the law or regulation establishing the price 
offered. If the price is controlled under law by periodic rulings, 
reviews, or similar actions of a governmental body, attach a copy of the 
controlling document, unless it was previously submitted to the 
contracting office.
    (ii) Information on modifications of contracts or subcontracts for 
commercial items. (A) If--
    (1) The original contract or subcontract was granted an exception 
from certified cost or pricing data requirements because the price 
agreed upon was based on adequate price competition or prices set by law 
or regulation, or was a contract or subcontract for the acquisition of a 
commercial item; and
    (2) The modification (to the contract or subcontract) is not 
exempted based on one of

[[Page 99]]

these exceptions, then the Contractor may provide information to 
establish that the modification would not change the contract or 
subcontract from a contract or subcontract for the acquisition of a 
commercial item to a contract or subcontract for the acquisition of an 
item other than a commercial item.
    (B) For a commercial item exception, the Contractor shall provide, 
at a minimum, information on prices at which the same item or similar 
items have previously been sold that is adequate for evaluating the 
reasonableness of the price of the modification. Such information may 
include--
    (1) For catalog items, a copy of or identification of the catalog 
and its date, or the appropriate pages for the offered items, or a 
statement that the catalog is on file in the buying office to which the 
proposal is being submitted. Provide a copy or describe current discount 
policies and price lists (published or unpublished), e.g., wholesale, 
original equipment manufacturer, or reseller. Also explain the basis of 
each offered price and its relationship to the established catalog 
price, including how the proposed price relates to the price of recent 
sales in quantities similar to the proposed quantities.
    (2) For market-priced items, the source and date or period of the 
market quotation or other basis for market price, the base amount, and 
applicable discounts. In addition, describe the nature of the market.
    (3) For items included on an active Federal Supply Service Multiple 
Award Schedule contract, proof that an exception has been granted for 
the schedule item.
    (2) The Contractor grants the Contracting Officer or an authorized 
representative the right to examine, at any time before award, books, 
records, documents, or other directly pertinent records to verify any 
request for an exception under this clause, and the reasonableness of 
price. For items priced using catalog or market prices, or law or 
regulation, access does not extend to cost or profit information or 
other data relevant solely to the Contractor's determination of the 
prices to be offered in the catalog or marketplace.
    (b) Requirements for certified cost or pricing data. If the 
Contractor is not granted an exception from the requirement to submit 
certified cost or pricing data, the following applies:
    (1) The Contractor shall submit certified cost or pricing data, data 
other than certified cost or pricing data, and supporting attachments in 
accordance with the instructions contained in Table 15-2 of FAR 15.408, 
which is incorporated by reference with the same force and effect as 
though it were inserted here in full text. The instructions in Table 15-
2 are incorporated as a mandatory format to be used in this contract, 
unless the Contracting Officer and the Contractor agree to a different 
format and change this clause to use Alternate I.
    (2) As soon as practicable after agreement on price, but before 
award (except for unpriced actions), the Contractor shall submit a 
Certificate of Current Cost or Pricing Data, as prescribed by FAR 
15.406-2.

                             (End of clause)

    Alternate I (OCT 2010). As prescribed in 15.408(m) and 15.403-
5(b)(1), substitute the following paragraph (b)(1) for paragraph (b)(1) 
of the basic clause.

    (b)(1) The Contractor shall submit certified cost or pricing data, 
data other than certified cost or pricing data, and supporting 
attachments prepared in the following format: [Insert description of the 
data and format that are required and include access to records 
necessary to permit an adequate evaluation of the proposed price in 
accordance with 15.408, Table 15-2, Note 2. The description may be 
inserted at the time of issuing the solicitation, or the Contracting 
Officer may specify that the offeror's format will be acceptable, or the 
description may be inserted as the result of negotiations.]

    Alternate II (OCT 1997). As prescribed in 15.408(m), add the 
following paragraph (c) to the basic clause:

    (c) When the proposal is submitted, also submit one copy each to: 
(1) the Administrative Contracting Officer, and (2) the Contract 
Auditor.

    Alternate III (OCT 1997). As prescribed in 15.408(m), add the 
following paragraph (c) to the basic clause (if Alternate II is also 
used, redesignate the following paragraph as paragraph (d)):

    (c) Submit the cost portion of the proposal via the following 
electronic media: [Insert media format]

    Alternate IV (OCT 2010). As prescribed in 15.408(m), replace the 
text of the basic clause with the following:

    (a) Submission of certified cost or pricing data is not required.
    (b) Provide data described below: [Insert description of the data 
and the format that are required, including the access to records 
necessary to permit an adequate evaluation of the proposed price in 
accordance with 15.403-3.]


[62 FR 51264, Sept. 30, 1997, as amended at 75 FR 53152, Aug. 30, 2010]



Sec. 52.215-22  Limitations on Pass-Through Charges--Identification of 

          Subcontract Effort.

    As prescribed in 15.408(n)(1), use the following provision:

[[Page 100]]

   Limitations on Pass-Through Charges--Identification of Subcontract 
                            Effort (OCT 2009)

    (a) Definitions. Added value, excessive pass-through charge, 
subcontract, and subcontractor, as used in this provision, are defined 
in the clause of this solicitation entitled ``Limitations on Pass-
Through Charges'' (FAR 52.215-23).
    (b) General. The offeror's proposal shall exclude excessive pass-
through charges.
    (c) Performance of work by the Contractor or a subcontractor. (1) 
The offeror shall identify in its proposal the total cost of the work to 
be performed by the offeror, and the total cost of the work to be 
performed by each subcontractor, under the contract, task order, or 
delivery order.
    (2) If the offeror intends to subcontract more than 70 percent of 
the total cost of work to be performed under the contract, task order, 
or delivery order, the offeror shall identify in its proposal--
    (i) The amount of the offeror's indirect costs and profit/fee 
applicable to the work to be performed by the subcontractor(s); and
    (ii) A description of the added value provided by the offeror as 
related to the work to be performed by the subcontractor(s).
    (3) If any subcontractor proposed under the contract, task order, or 
delivery order intends to subcontract to a lower-tier subcontractor more 
than 70 percent of the total cost of work to be performed under its 
subcontract, the offeror shall identify in its proposal--
    (i) The amount of the subcontractor's indirect costs and profit/fee 
applicable to the work to be performed by the lower-tier 
subcontractor(s); and
    (ii) A description of the added value provided by the subcontractor 
as related to the work to be performed by the lower-tier 
subcontractor(s).

                           (End of provision)

[74 FR 52855, Oct. 14, 2009]



Sec. 52.215-23  Limitations on Pass-Through Charges.

    As prescribed in 15.408(n)(2), use the following clause:

             Limitations on Pass-Through Charges (OCT 2009)

    (a) Definitions. As used in this clause--
    Added value means that the Contractor performs subcontract 
management functions that the Contracting Officer determines are a 
benefit to the Government (e.g., processing orders of parts or services, 
maintaining inventory, reducing delivery lead times, managing multiple 
sources for contract requirements, coordinating deliveries, performing 
quality assurance functions).
    Excessive pass-through charge, with respect to a Contractor or 
subcontractor that adds no or negligible value to a contract or 
subcontract, means a charge to the Government by the Contractor or 
subcontractor that is for indirect costs or profit/fee on work performed 
by a subcontractor (other than charges for the costs of managing 
subcontracts and any applicable indirect costs and associated profit/fee 
based on such costs).
    No or negligible value means the Contractor or subcontractor cannot 
demonstrate to the Contracting Officer that its effort added value to 
the contract or subcontract in accomplishing the work performed under 
the contract (including task or delivery orders).
    Subcontract means any contract, as defined in FAR 2.101, entered 
into by a subcontractor to furnish supplies or services for performance 
of the contract or a subcontract. It includes but is not limited to 
purchase orders, and changes and modifications to purchase orders.
    Subcontractor, as defined in FAR 44.101, means any supplier, 
distributor, vendor, or firm that furnishes supplies or services to or 
for a prime Contractor or another subcontractor.
    (b) General. The Government will not pay excessive pass-through 
charges. The Contracting Officer shall determine if excessive pass-
through charges exist.
    (c) Reporting. Required reporting of performance of work by the 
Contractor or a subcontractor. The Contractor shall notify the 
Contracting Officer in writing if--
    (1) The Contractor changes the amount of subcontract effort after 
award such that it exceeds 70 percent of the total cost of work to be 
performed under the contract, task order, or delivery order. The 
notification shall identify the revised cost of the subcontract effort 
and shall include verification that the Contractor will provide added 
value; or
    (2) Any subcontractor changes the amount of lower-tier subcontractor 
effort after award such that it exceeds 70 percent of the total cost of 
the work to be performed under its subcontract. The notification shall 
identify the revised cost of the subcontract effort and shall include 
verification that the subcontractor will provide added value as related 
to the work to be performed by the lower-tier subcontractor(s).
    (d) Recovery of excessive pass-through charges. If the Contracting 
Officer determines that excessive pass-through charges exist;
    (1) For other than fixed-price contracts, the excessive pass-through 
charges are unallowable in accordance with the provisions in FAR subpart 
31.2; and

[[Page 101]]

    (2) For applicable DoD fixed-price contracts, as identified in 
15.408(n)(2)(i)(B), the Government shall be entitled to a price 
reduction for the amount of excessive pass-through charges included in 
the contract price.
    (e) Access to records. (1) The Contracting Officer, or authorized 
representative, shall have the right to examine and audit all the 
Contractor's records (as defined at FAR 52.215-2(a)) necessary to 
determine whether the Contractor proposed, billed, or claimed excessive 
pass-through charges.
    (2) For those subcontracts to which paragraph (f) of this clause 
applies, the Contracting Officer, or authorized representative, shall 
have the right to examine and audit all the subcontractor's records (as 
defined at FAR 52.215-2(a)) necessary to determine whether the 
subcontractor proposed, billed, or claimed excessive pass-through 
charges.
    (f) Flowdown. The Contractor shall insert the substance of this 
clause, including this paragraph (f), in all cost-reimbursement 
subcontracts under this contract that exceed the simplified acquisition 
threshold, except if the contract is with DoD, then insert in all cost-
reimbursement subcontracts and fixed-price subcontracts, except those 
identified in 15.408(n)(2)(i)(B)(2), that exceed the threshold for 
obtaining cost or pricing data in accordance with FAR 15.403-4.

                             (End of clause)

    Alternate I (OCT 2009). As prescribed in 15.408(n)(2)(iii), 
substitute the following paragraph (b) for paragraph (b) of the basic 
clause:

    (b) General. The Government will not pay excessive pass-through 
charges. The Contracting Officer has determined that there will be no 
excessive pass-through charges, provided the Contractor performs the 
disclosed value-added functions.

[74 FR 52855, Oct. 14, 2009]



Sec. 52.215-24--52.215-42  [Reserved]



Sec. 52.216-1  Type of Contract.

    As prescribed in 16.105, complete and insert the following 
provision:

                       Type of Contract (APR 1984)

    The Government contemplates award of a ------ [Contracting Officer 
insert specific type of contract] contract resulting from this 
solicitation.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 34761, July 3, 1995]



Sec. 52.216-2  Economic Price Adjustment--Standard Supplies.

    As prescribed in 16.203-4(a), insert the following clause. The 
clause may be modified by increasing the 10 percent limit on aggregate 
increases specified in subparagraph (c)(1), upon approval by the chief 
of the contracting office.

         Economic Price Adjustment--Standard Supplies (JAN 1997)

    (a) The Contractor warrants that the unit price stated in the 
Schedule for ---- [offeror insert Schedule line item number] is not in 
excess of the Contractor's applicable established price in effect on the 
contract date for like quantites of the same item. The term unit price 
excludes any part of the price directly resulting from requirements for 
preservation, packaging, or packing beyond standard commercial practice. 
The term established price means a price that (1) is an established 
catalog or market price for a commercial item sold in substantial 
quantities to the general public, and (2) is the net price after 
applying any standard trade discounts offered by the Contractor.
    (b) The Contractor shall promptly notify the Contracting Officer of 
the amount and effective date of each decrease in any applicable 
established price. Each corresponding contract unit price shall be 
decreased by the same percentage that the established price is 
decreased. The decrease shall apply to those items delivered on and 
after the effective date of the decrease in the Contractor's established 
price, and this contract shall be modified accordingly.
    (c) If the Contractor's applicable established price is increased 
after the contract date, the corresponding contract unit price shall be 
increased, upon the Contractor's written request to the Contracting 
Officer, by the same percentage that the established price is increased, 
and the contract shall be modified accordingly, subject to the following 
limitations:
    (1) The aggregate of the increases in any contract unit price under 
this clause shall not exceed 10 percent of the original contract unit 
price.
    (2) The increased contract unit price shall be effective (i) on the 
effective date of the increase in the applicable established price if 
the Contracting Officer receives the Contractor's written request within 
10 days thereafter or (ii) if the written request is received later, on 
the date the Contracting Officer receives the request.
    (3) The increased contract unit price shall not apply to quantities 
scheduled under the contract for delivery before the effective date of 
the increased contract unit price, unless failure to deliver before that 
date results from causes beyond the control and without

[[Page 102]]

the fault or negligence of the Contractor, within the meaning of the 
Default clause.
    (4) No modification increasing a contract unit price shall be 
executed under this paragraph (c) until the Contracting Officer verifies 
the increase in the applicable established price.
    (5) Within 30 days after receipt of the Contractor's written 
request, the Contracting Officer may cancel, without liability to either 
party, any undelivered portion of the contract items affected by the 
requested increase.
    (d) During the time allowed for the cancellation provided for in 
subparagraph (c)(5) above, and thereafter if there is no cancellation, 
the Contractor shall continue deliveries according to the contract 
delivery schedule, and the Government shall pay for such deliveries at 
the contract unit price, increased to the extent provided by paragraph 
(c) above.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 48221, Sept. 18, 1995; 
62 FR 238, 260, Jan. 2, 1997]



Sec. 52.216-3  Economic Price Adjustment--Semistandard Supplies.

    As prescribed in 16.203-4(b), insert the following clause. The 
clause may be modified by increasing the 10 percent limit on aggregate 
increases specified in subparagraph (c)(1), upon approval by the chief 
of the contracting office.

       Economic Price Adjustment--Semistandard Supplies (JAN 1997)

    (a) The Contractor warrants that the supplies identified as line 
items ---- [offeror insert Schedule line item number] in the Schedule 
are, except for modifications required by the contract specifications, 
supplies for which it has an established price. The term established 
price means a price that (1) is an established catalog or market price 
for a commercial item sold in substantial quantities to the general 
public, and (2) is the net price after applying any standard trade 
discounts offered by the Contractor. The Contractor further warrants 
that, as of the date of this contract, any difference between the unit 
prices stated in the contract for these line items and the Contractor's 
established prices for like quantities of the nearest commercial 
equivalents are due to compliance with contract specifications and with 
any contract requirements for preservation, packaging, and packing 
beyond standard commercial practice.
    (b) The Contractor shall promptly notify the Contracting Officer of 
the amount and effective date of each decrease in any applicable 
established price. Each corresponding contract unit price (exclusive of 
any part of the unit price that reflects modifications resulting from 
compliance with specifications or with requirements for preservation, 
packaging, and packing beyond standard commercial practice) shall be 
decreased by the same percentage that the established price is 
decreased. The decrease shall apply to those items delivered on and 
after the effective date of the decrease in the Contractor's established 
price, and this contract shall be modified accordingly.
    (c) If the Contractor's applicable established price is increased 
after the contract date, the corresponding contract unit price 
(exclusive of any part of the unit price resulting from compliance with 
specifications or with requirements for preservation, packaging, and 
packing beyond standard commercial practice) shall be increased, upon 
the Contractor's written request to the Contracting Officer, by the same 
percentage that the established price is increased, and the contract 
shall be modified accordingly, subject to the following limitations:
    (1) The aggregate of the increases in any contract unit price under 
this clause shall not exceed 10 percent of the original contract unit 
price.
    (2) The increased contract unit price shall be effective (i) on the 
effective date of the increase in the applicable established price if 
the Contracting Officer receives the Contractor's written request within 
10 days thereafter or (ii) if the written request is received later, on 
the date the Contracting Officer receives the request.
    (3) The increased contract unit price shall not apply to quantities 
scheduled under the contract for delivery before the effective date of 
the increased contract unit price, unless failure to deliver before that 
date results from causes beyond the control and without the fault or 
negligence of the Contractor, within the meaning of the Default clause.
    (4) No modification increasing a contract unit price shall be 
executed under this paragraph (c) until the Contracting Officer verifies 
the increase in the applicable established price.
    (5) Within 30 days after receipt of the Contractor's written 
request, the Contracting Officer may cancel, without liability to either 
party, any undelivered portion of the contract items affected by the 
requested increase.
    (d) During the time allowed for the cancellation provided for in 
subparagraph (c)(5) above, and thereafter if there is no cancellation, 
the Contractor shall continue deliveries according to the contract 
delivery schedule, and the Government shall pay for such deliveries at 
the contract unit price, increased to the extent provided by paragraph 
(c) above.

[[Page 103]]

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 48221, Sept. 18, 1995; 
62 FR 238, 261, Jan. 2, 1997; 62 FR 10710, Mar. 10, 1997]



Sec. 52.216-4  Economic Price Adjustment--Labor and Material.

    As prescribed in 16.203-4(c), when contracting by negotiation, 
insert a clause that is substantially the same as the following clause 
in solicitations and contracts when the conditions specified in 16.203-
4(c)(1)(i) through (iv) apply (but see 16.203-4(c)(2)). The clause may 
be modified by increasing the 10-percent limit on aggregate increases 
specified in subparagraph (c)(4), upon approval by the chief of the 
contracting office.

        Economic Price Adjustment--Labor and Material (JAN 1997)

    (a) The Contractor shall notify the Contracting Officer if, at any 
time during contract performance, the rates of pay for labor (including 
fringe benefits) or the unit prices for material shown in the Schedule 
either increase or decrease. The Contractor shall furnish this notice 
within 60 days after the increase or decrease, or within any additional 
period that the Contracting Officer may approve in writing, but not 
later than the date of final payment under this contract. The notice 
shall include the Contractor's proposal for an adjustment in the 
contract unit prices to be negotiated under paragraph (b) below, and 
shall include, in the form required by the Contracting Officer, 
supporting data explaining the cause, effective date, and amount of the 
increase or decrease and the amount of the Contractor's adjustment 
proposal.
    (b) Promptly after the Contracting Officer receives the notice and 
data under paragraph (a) above, the Contracting Officer and the 
Contractor shall negotiate a price adjustment in the contract unit 
prices and its effective date. However, the Contracting Officer may 
postpone the negotiations until an accumulation of increases and 
decreases in the labor rates (including fringe benefits) and unit prices 
of material shown in the Schedule results in an adjustment allowable 
under subparagraph (c)(3) below. The Contracting Officer shall modify 
this contract (1) to include the price adjustment and its effective date 
and (2) to revise the labor rates (including fringe benefits) or unit 
prices of material as shown in the Schedule to reflect the increases or 
decreases resulting from the adjustment. The Contractor shall continue 
performance pending agreement on, or determination of, any adjustment 
and its effective date.
    (c) Any price adjustment under this clause is subject to the 
following limitations:
    (1) Any adjustment shall be limited to the effect on unit prices of 
the increases or decreases in the rates of pay for labor (including 
fringe benefits) or unit prices for material shown in the Schedule. 
There shall be no adjustment for (i) supplies or services for which the 
production cost is not affected by such changes, (ii) changes in rates 
or unit prices other than those shown in the Schedule, or (iii) changes 
in the quantities of labor or material used from those shown in the 
Schedule for each item.
    (2) No upward adjustment shall apply to supplies or services that 
are required to be delivered or performed before the effective date of 
the adjustment, unless the Contractor's failure to deliver or perform 
according to the delivery schedule results from causes beyond the 
Contractor's control and without its fault or negligence, within the 
meaning of the Default clause.
    (3) There shall be no adjustment for any change in rates of pay for 
labor (including fringe benefits) or unit prices for material which 
would not result in a net change of at least 3 percent of the then-
current total contract price. This limitation shall not apply, however, 
if, after final delivery of all contract line items, either party 
requests an adjustment under paragraph (b) above.
    (4) The aggregate of the increases in any contract unit price made 
under this clause shall not exceed 10 percent of the original unit 
price. There is no percentage limitation on the amount of decreases that 
may be made under this clause.
    (d) The Contracting Officer may examine the Contractor's books, 
records, and other supporting data relevant to the cost of labor 
(including fringe benefits) and material during all reasonable times 
until the end of 3 years after the date of final payment under this 
contract or the time periods specified in subpart 4.7 of the Federal 
Acquisition Regulation (FAR), whichever is earlier.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 62 FR 238, Jan. 2, 1997]



Sec. 52.216-5  Price Redetermination--Prospective.

    As prescribed in 16.205-4, insert the following clause:

              Price Redetermination--Prospective (OCT 1997)

    (a) General. The unit prices and the total price stated in this 
contract shall be periodically redetermined in accordance with this 
clause, except that (1) the prices for supplies

[[Page 104]]

delivered and services performed before the first effective date of 
price redetermination (see paragraph (c) below) shall remain fixed and 
(2) in no event shall the total amount paid under this contract exceed 
any ceiling price included in the contract.
    (b) Definition. Costs, as used in this clause, means allowable costs 
in accordance with part 31 of the Federal Acquisition Regulation (FAR) 
in effect on the date of this contract.
    (c) Price redetermination periods. For the purpose of price 
redetermination, performance of this contract is divided into successive 
periods. The first period shall extend from the date of the contract to 
----, [see Note (1)] and the second and each succeeding period shall 
extend for ---- [insert appropriate number] months from the end of the 
last preceding period, except that the parties may agree to vary the 
length of the final period. The first day of the second and each 
succeeding period shall be the effective date of price redetermination 
for that period.
    (d) Data submission. (1) Not more than -- nor less than -- [see Note 
(2)] days before the end of each redetermination period, except the 
last, the Contractor shall submit--
    (i) Proposed prices for supplies that may be delivered or services 
that may be performed in the next succeeding period, and--
    (A) An estimate and breakdown of the costs of these supplies or 
services in the format of Table 15-2, FAR 15.408, or in any other form 
on which the parties may agree;
    (B) Sufficient data to support the accuracy and reliability of this 
estimate; and
    (C) An explanation of the differences between this estimate and the 
original (or last preceding) estimate for the same supplies or services; 
and
    (ii) A statement of all costs incurred in performing this contract 
through the end of the ------ month (see Note (3)) before the submission 
of proposed prices in the format of Table 15-2, FAR 15.408 (or in any 
other form on which the parties may agree), with sufficient supporting 
data to disclose unit costs and cost trends for--
    (A) Supplies delivered and services performed; and
    (B) Inventories of work in process and undelivered contract supplies 
on hand (estimated to the extent necessary).
    (2) The Contractor shall also submit, to the extent that it becomes 
available before negotiations on redetermined prices are concluded--
    (i) Supplemental statements of costs incurred after the date stated 
in subdivision (d)(1)(ii) above for--
    (A) Supplies delivered and services performed; and
    (B) Inventories of work in process and undelivered contract supplies 
on hand (estimated to the extent necessary); and
    (ii) Any other relevant data that the Contracting Officer may 
reasonably require.
    (3) If the Contractor fails to submit the data required by 
subparagraphs (1) and (2) above, within the time specified, the 
Contracting Officer may suspend payments under this contract until the 
data are furnished. If it is later determined that the Government has 
overpaid the Contractor, the Contractor shall repay the excess to the 
Government immediately. Unless repaid within 30 days after the end of 
the data submittal period, the amount of the excess shall bear interest, 
computed from the date the data were due to the date of repayment, at 
the rate established in accordance with the Interest clause.
    (e) Price redetermination. Upon the Contracting Officer's receipt of 
the data required by paragraph (d) above, the Contracting Officer and 
the Contractor shall promptly negotiate to redetermine fair and 
reasonable prices for supplies that may be delivered or services that 
may be performed in the period following the effective date of price 
redetermination.
    (f) Contract modifications. Each negotiated redetermination of 
prices shall be evidenced by a modification to this contract, signed by 
the Contractor and the Contracting Officer, stating the redetermined 
prices that apply during the redetermination period.
    (g) Adjusting billing prices. Pending execution of the contract 
modification (see paragraph (f) above), the Contractor shall submit 
invoices or vouchers in accordance with the billing prices stated in 
this contract. If at any time it appears that the then-current billing 
prices will be substantially greater than the estimated final prices, or 
if the Contractor submits data showing that the redetermined price will 
be substantially greater than the current billing prices, the parties 
shall negotiate an appropriate decrease or increase in billing prices. 
Any billing price adjustment shall be reflected in a contract 
modification and shall not affect the redetermination of prices under 
this clause. After the contract modification for price redetermination 
is executed, the total amount paid or to be paid on all invoices or 
vouchers shall be adjusted to reflect the agreed-upon prices, and any 
requested additional payments, refunds, or credits shall be made 
promptly.
    (h) Quarterly limitation on payments statement. This paragraph (h) 
applies only during periods for which firm prices have not been 
established.
    (1) Within 45 days after the end of the quarter of the Contractor's 
fiscal year in which a delivery is first made (or services are first 
performed) and accepted by the Government under this contract, and for 
each quarter thereafter, the Contractor shall submit to the contract 
administration office (with a

[[Page 105]]

copy to the contracting office and the cognizant contract auditor) a 
statement, cumulative from the beginning of the contract, showing--
    (i) The total contract price of all supplies delivered (or services 
performed) and accepted by the Government and for which final prices 
have been established;
    (ii) The total costs (estimated to the extent necessary) reasonably 
incurred for, and properly allocable solely to, the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established;
    (iii) The portion of the total interim profit (used in establishing 
the initial contract price or agreed to for the purpose of this 
paragraph (h)) that is in direct proportion to the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established; and
    (iv) The total amount of all invoices or vouchers for supplies 
delivered (or services performed) and accepted by the Government 
(including amounts applied or to be applied to liquidate progress 
payments).
    (2) The statement required by subparagraph (1) above need not be 
submitted for any quarter for which either no costs are to be reported 
under subdivision (1)(ii) above, or revised billing prices have been 
established in accordance with paragraph (g) above, and do not exceed 
the existing contract price, the Contractor's price-redetermination 
proposal, or a price based on the most recent quarterly statement, 
whichever is least.
    (3) Notwithstanding any provision of this contract authorizing 
greater payments, if on any quarterly statement the amount under 
subdivision (1)(iv) above exceeds the sum due the Contractor, as 
computed in accordance with subdivisions (1)(i), (ii), and (iii) above, 
the Contractor shall immediately refund or credit to the Government the 
amount of this excess. The Contractor may, when appropriate, reduce this 
refund or credit by the amount of any applicable tax credits due the 
Contractor under 26 U.S.C. 1481 and by the amount of previous refunds or 
credits effected under this clause. If any portion of the excess has 
been applied to the liquidation of progress payments, then that portion 
may, instead of being refunded, be added to the unliquidated progress 
payment account, consistent with the Progress Payments clause. The 
Contractor shall provide complete details to support any claimed 
reductions in refunds.
    (4) If the Contractor fails to submit the quarterly statement within 
45 days after the end of each quarter and it is later determined that 
the Government has overpaid the Contractor, the Contractor shall repay 
the excess to the Government immediately. Unless repaid within 30 days 
after the end of the statement submittal period, the amount of the 
excess shall bear interest, computed from the date the quarterly 
statement was due to the date of repayment, at the rate established in 
accordance with the Interest clause.
    (i) Subcontracts. No subcontract placed under this contract may 
provide for payment on a cost-plus-a-percentage-of-cost basis.
    (j) Disagreements. If the Contractor and the Contracting Officer 
fail to agree upon redetermined prices for any price redetermination 
period within 60 days (or within such other period as the parties agree) 
after the date on which the data required by paragraph (d) above are to 
be submitted, the Contracting Officer shall promptly issue a decision in 
accordance with the Disputes clause. For the purpose of paragraphs (f), 
(g), and (h) above, and pending final settlement of the disagreement on 
appeal, by failure to appeal, or by agreement, this decision shall be 
treated as an executed contract modification. Pending final settlement, 
price redetermination for subsequent periods, if any, shall continue to 
be negotiated as provided in this clause.
    (k) Termination. If this contract is terminated, prices shall 
continue to be established in accordance with this clause for (1) 
completed supplies and services accepted by the Government and (2) those 
supplies and services not terminated under a partial termination. All 
other elements of the termination shall be resolved in accordance with 
other applicable clauses of this contract.

                             (End of clause)

    Notes: (1) Express in terms of units delivered, or as a date; but in 
either case the period should end on the last day of a month.
    (2) Insert the numbers of days chosen so that the Contractor's 
submission will be late enough to reflect recent cost experience (taking 
into account the Contractor's accounting system), but early enough to 
permit review, audit (if necessary), and negotiation before the start of 
the prospective period.
    (3) Insert first, except that second may be inserted if necessary to 
achieve compatibility with the Contractor's accounting system.

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 48221, Sept. 18, 1995; 
61 FR 67425, Dec. 20, 1996; 62 FR 51265, Sept. 30, 1997]



Sec. 52.216-6  Price Redetermination--Retroactive.

    As prescribed in 16.206-4, insert the following clause:

[[Page 106]]

              Price Redetermination--Retroactive (OCT 1997)

    (a) General. The unit price and the total price stated in this 
contract shall be redetermined in accordance with this clause, but in no 
event shall the total amount paid under this contract exceed ---- 
[insert dollar amount of ceiling price].
    (b) Definition. Costs, as used in this clause, means allowable costs 
in accordance with part 31 of the Federal Acquisition Regulation (FAR) 
in effect on the date of this contract.
    (c) Data submission. (1) Within -- [Contracting Officer insert 
number of days] days after delivery of all supplies to be delivered and 
completion of all services to be performed under this contract, the 
Contractor shall submit--
    (i) Proposed prices;
    (ii) A statement in the format of table 15-2, FAR 15.408, or in any 
other form on which the parties may agree, of all costs incurred in 
performing the contract; and
    (iii) Any other relevant data that the Contracting Officer may 
reasonably require.
    (2) If the Contractor fails to submit the data required by 
subparagraph (1) above within the time specified, the Contracting 
Officer may suspend payments under this contract until the data are 
furnished. If it is later determined that the Government has overpaid 
the Contractor, the excess shall be repaid to the Government 
immediately. Unless repaid within 30 days after the end of the data 
submittal period, the amount of the excess shall bear interest, computed 
from the date the data were due to the date of repayment, at the rate 
established in accordance with the Interest clause.
    (d) Price determination. Upon the Contracting Officer's receipt of 
the data required by paragraph (c) above, the Contracting Officer and 
the Contractor shall promptly negotiate to redetermine fair and 
reasonable prices for supplies delivered and services performed by the 
Contractor under this contract.
    (e) Contract modification. The negotiated redetermination of price 
shall be evidenced by a modification to this contract, signed by the 
Contractor and the Contracting Officer.
    (f) Adjusting billing prices. Pending execution of the contract 
modification (see paragraph (e) above), the Contractor shall submit 
invoices or vouchers in accordance with billing prices stated in this 
contract. If at any time it appears that the then-current billing prices 
will be substantially greater than the estimated final prices, or if the 
Contractor submits data showing that the redetermined prices will be 
substantially greater than the current billing prices, the parties shall 
negotiate an appropriate decrease or increase in billing prices. Any 
billing price adjustment shall be reflected in a contract modification 
and shall not affect the redetermination of prices under this clause. 
After the contract modification for price redetermination is executed, 
the total amount paid or to be paid on all invoices or vouchers shall be 
adjusted to reflect the agreed-upon prices, and any resulting additional 
payments, refunds, or credits shall be made promptly.
    (g) Quarterly limitation on payments statement. This paragraph (g) 
shall apply until final price redetermination under this contract has 
been completed.
    (1) Within 45 days after the end of the quarter of the Contractor's 
fiscal year in which a delivery is first made (or services are first 
performed) and accepted by the Government under this contract, and for 
each quarter thereafter, the Contractor shall submit to the contract 
administration office (with a copy to the contracting office and the 
cognizant contract auditor), a statement, cumulative from the beginning 
of the contract, showing--
    (i) The total contract price of all supplies delivered (or services 
performed) and accepted by the Government and for which final prices 
have been established;
    (ii) The total costs (estimated to the extent necessary) reasonably 
incurred for, and properly allocable solely to, the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established;
    (iii) The portion of the total interim profit (used in establishing 
the initial contract price or agreed to for the purpose of this 
paragraph (g)) that is in direct proportion to the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established; and
    (iv) The total amount of all invoices or vouchers for supplies 
delivered (or services performed) and accepted by the Government 
(including amounts applied or to be applied to liquidate progress 
payments).
    (2) Notwithstanding any provision of this contract authorizing 
greater payments, if on any quarterly statement the amount under 
subdivision (1)(iv) above exceeds the sum due the Contractor, as 
computed in accordance with subdivisions (i), (ii), and (iii) above, the 
Contractor shall immediately refund or credit to the Government the 
amount of this excess. The Contractor may, when appropriate, reduce this 
refund or credit by the amount of any applicable tax credits due the 
contractor under 26 U.S.C. 1481 and by the amount of previous refunds or 
credits effected under this clause. If any portion of the excess has 
been applied to the liquidation of progress payments, then that portion 
may, instead of being refunded, be added to the unliquidated progress 
payment account, consistent with the Progress Payments clause. The 
Contractor shall provide complete details to support any claimed 
reduction in refunds.

[[Page 107]]

    (3) If the Contractor fails to submit the quarterly statement within 
45 days after the end of each quarter and it is later determined that 
the Government has overpaid the Contractor, the Contractor shall repay 
the excess to the Government immediately. Unless repaid within 30 days 
after the end of the statement submittal period, the amount of the 
excess shall bear interest, computed from the date the quarterly 
statement was due to the date of repayment, at the rate established in 
accordance with the Interest clause.
    (h) Subcontracts. No subcontract placed under this contract may 
provide for payment on a cost-plus-a-percentage-of-cost basis.
    (i) Disagreements. If the Contractor and the Contracting Officer 
fail to agree upon redetermined prices within 60 days (or within such 
other period as the parties agree) after the date on which the data 
required by paragraph (c) above are to be submitted, the Contracting 
Officer shall promptly issue a decision in accordance with the Disputes 
clause. For the purpose of paragraphs (e), (f), and (g) above, and 
pending final settlement of the disagreement on appeal, by failure to 
appeal, or by agreement, this decision shall be treated as an executed 
contract modification.
    (j) Termination. If this contract is terminated before price 
redetermination, prices shall be established in accordance with this 
clause for completed supplies and services not terminated. All other 
elements of the termination shall be resolved in accordance with other 
applicable clauses of this contract.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 48221, Sept. 18, 1995; 
61 FR 67426, Dec. 20, 1996; 62 FR 51265, Sept. 30, 1997]



Sec. 52.216-7  Allowable Cost and Payment.

    As prescribed in 16.307(a), insert the following clause:

                  Allowable Cost and Payment (DEC 2002)

    (a) Invoicing. (1) The Government will make payments to the 
Contractor when requested as work progresses, but (except for small 
business concerns) not more often than once every 2 weeks, in amounts 
determined to be allowable by the Contracting Officer in accordance with 
Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date 
of this contract and the terms of this contract. The Contractor may 
submit to an authorized representative of the Contracting Officer, in 
such form and reasonable detail as the representative may require, an 
invoice or voucher supported by a statement of the claimed allowable 
cost for performing this contract.
    (2) Contract financing payments are not subject to the interest 
penalty provisions of the Prompt Payment Act. Interim payments made 
prior to the final payment under the contract are contract financing 
payments, except interim payments if this contract contains Alternate I 
to the clause at 52.232-25.
    (3) The designated payment office will make interim payments for 
contract financing on the --------[Contracting Officer insert day as 
prescribed by agency head; if not prescribed, insert ``30th''] day after 
the designated billing office receives a proper payment request.
    In the event that the Government requires an audit or other review 
of a specific payment request to ensure compliance with the terms and 
conditions of the contract, the designated payment office is not 
compelled to make payment by the specified due date.
    (b) Reimbursing costs. (1) For the purpose of reimbursing allowable 
costs (except as provided in paragraph (b)(2) of the clause, with 
respect to pension, deferred profit sharing, and employee stock 
ownership plan contributions), the term costs includes only--
    (i) Those recorded costs that, at the time of the request for 
reimbursement, the Contractor has paid by cash, check, or other form of 
actual payment for items or services purchased directly for the 
contract;
    (ii) When the Contractor is not delinquent in paying costs of 
contract performance in the ordinary course of business, costs incurred, 
but not necessarily paid, for--
    (A) Supplies and services purchased directly for the contract and 
associated financing payments to subcontractors, provided payments 
determined due will be made--
    (1) In accordance with the terms and conditions of a subcontract or 
invoice; and
    (2) Ordinarily within 30 days of the submission of the Contractor's 
payment request to the Government;
    (B) Materials issued from the Contractor's inventory and placed in 
the production process for use on the contract;
    (C) Direct labor;
    (D) Direct travel;
    (E) Other direct in-house costs; and
    (F) Properly allocable and allowable indirect costs, as shown in the 
records maintained by the Contractor for purposes of obtaining 
reimbursement under Government contracts; and
    (iii) The amount of financing payments that have been paid by cash, 
check, or other forms of payment to subcontractors.
    (2) Accrued costs of Contractor contributions under employee pension 
plans shall be excluded until actually paid unless--
    (i) The Contractor's practice is to make contributions to the 
retirement fund quarterly or more frequently; and
    (ii) The contribution does not remain unpaid 30 days after the end 
of the applicable

[[Page 108]]

quarter or shorter payment period (any contribution remaining unpaid 
shall be excluded from the Contractor's indirect costs for payment 
purposes).
    (3) Notwithstanding the audit and adjustment of invoices or vouchers 
under paragraph (g) below, allowable indirect costs under this contract 
shall be obtained by applying indirect cost rates established in 
accordance with paragraph (d) below.
    (4) Any statements in specifications or other documents incorporated 
in this contract by reference designating performance of services or 
furnishing of materials at the Contractor's expense or at no cost to the 
Government shall be disregarded for purposes of cost-reimbursement under 
this clause.
    (c) Small business concerns. A small business concern may receive 
more frequent payments than every 2 weeks.
    (d) Final indirect cost rates. (1) Final annual indirect cost rates 
and the appropriate bases shall be established in accordance with 
subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for 
the period covered by the indirect cost rate proposal.
    (2)(i) The Contractor shall submit an adequate final indirect cost 
rate proposal to the Contracting Officer (or cognizant Federal agency 
official) and auditor within the 6-month period following the expiration 
of each of its fiscal years. Reasonable extensions, for exceptional 
circumstances only, may be requested in writing by the Contractor and 
granted in writing by the Contracting Officer. The Contractor shall 
support its proposal with adequate supporting data.
    (ii) The proposed rates shall be based on the Contractor's actual 
cost experience for that period. The appropriate Government 
representative and the Contractor shall establish the final indirect 
cost rates as promptly as practical after receipt of the Contractor's 
proposal.
    (3) The Contractor and the appropriate Government representative 
shall execute a written understanding setting forth the final indirect 
cost rates. The understanding shall specify (i) the agreed-upon final 
annual indirect cost rates, (ii) the bases to which the rates apply, 
(iii) the periods for which the rates apply, (iv) any specific indirect 
cost items treated as direct costs in the settlement, and (v) the 
affected contract and/or subcontract, identifying any with advance 
agreements or special terms and the applicable rates. The understanding 
shall not change any monetary ceiling, contract obligation, or specific 
cost allowance or disallowance provided for in this contract. The 
understanding is incorporated into this contract upon execution.
    (4) Failure by the parties to agree on a final annual indirect cost 
rate shall be a dispute within the meaning of the Disputes clause.
    (5) Within 120 days (or longer period if approved in writing by the 
Contracting Officer) after settlement of the final annual indirect cost 
rates for all years of a physically complete contract, the Contractor 
shall submit a completion invoice or voucher to reflect the settled 
amounts and rates.
    (6)(i) If the Contractor fails to submit a completion invoice or 
voucher within the time specified in paragraph (d)(5) of this clause, 
the Contracting Officer may--
    (A) Determine the amounts due to the Contractor under the contract; 
and
    (B) Record this determination in a unilateral modification to the 
contract.
    (ii) This determination constitutes the final decision of the 
Contracting Officer in accordance with the Disputes clause.
    (e) Billing rates. Until final annual indirect cost rates are 
established for any period, the Government shall reimburse the 
Contractor at billing rates established by the Contracting Officer or by 
an authorized representative (the cognizant auditor), subject to 
adjustment when the final rates are established. These billing rates--
    (1) Shall be the anticipated final rates; and
    (2) May be prospectively or retroactively revised by mutual 
agreement, at either party's request, to prevent substantial overpayment 
or underpayment.
    (f) Quick-closeout procedures. Quick-closeout procedures are 
applicable when the conditions in FAR 42.708(a) are satisfied.
    (g) Audit. At any time or times before final payment, the 
Contracting Officer may have the Contractor's invoices or vouchers and 
statements of cost audited. Any payment may be (1) reduced by amounts 
found by the Contracting Officer not to constitute allowable costs or 
(2) adjusted for prior overpayments or underpayments.
    (h) Final payment. (1) Upon approval of a completion invoice or 
voucher submitted by the Contractor in accordance with paragraph (d)(5) 
of this clause, and upon the Contractor's compliance with all terms of 
this contract, the Government shall promptly pay any balance of 
allowable costs and that part of the fee (if any) not previously paid.
    (2) The Contractor shall pay to the Government any refunds, rebates, 
credits, or other amounts (including interest, if any) accruing to or 
received by the Contractor or any assignee under this contract, to the 
extent that those amounts are properly allocable to costs for which the 
Contractor has been reimbursed by the Government. Reasonable expenses 
incurred by the Contractor for securing refunds, rebates, credits, or 
other amounts shall be allowable costs if approved by the Contracting 
Officer. Before final payment under this contract, the Contractor

[[Page 109]]

and each assignee whose assignment is in effect at the time of final 
payment shall execute and deliver--
    (i) An assignment to the Government, in form and substance 
satisfactory to the Contracting Officer, of refunds, rebates, credits, 
or other amounts (including interest, if any) properly allocable to 
costs for which the Contractor has been reimbursed by the Government 
under this contract; and
    (ii) A release discharging the Government, its officers, agents, and 
employees from all liabilities, obligations, and claims arising out of 
or under this contract, except--
    (A) Specified claims stated in exact amounts, or in estimated 
amounts when the exact amounts are not known;
    (B) Claims (including reasonable incidental expenses) based upon 
liabilities of the Contractor to third parties arising out of the 
performance of this contract; provided, that the claims are not known to 
the Contractor on the date of the execution of the release, and that the 
Contractor gives notice of the claims in writing to the Contracting 
Officer within 6 years following the release date or notice of final 
payment date, whichever is earlier; and
    (C) Claims for reimbursement of costs, including reasonable 
incidental expenses, incurred by the Contractor under the patent clauses 
of this contract, excluding, however, any expenses arising from the 
Contractor's indemnification of the Government against patent liability.

                             (End of clause)

    Alternate I (FEB 1997). As prescribed in 16.307(a)(2), substitute 
the following paragraph (b)(1)(iii) for paragraph (b)(1)(iii) of the 
basic clause:

    (iii) The amount of progress and other payments to the Contractor's 
subcontractors that either have been paid, or that the Contractor is 
required to pay pursuant to the clause of this contract entitled 
``Prompt Payment for Construction Contracts.'' Payments shall be made by 
cash, check, or other form of payment to the Contractor's subcontractors 
under similar cost standards.

[48 FR 42478, Sept. 19, 1983, as amended at 50 FR 23607, June 4, 1985; 
56 FR 29138, June 25, 1991; 61 FR 31661, June 20, 1996; 61 FR 67419, 
Dec. 20, 1996; 61 FR 69296, Dec. 31, 1996; 62 FR 12721, Mar. 17, 1997; 
62 FR 64916, Dec. 9, 1997; 63 FR 9065, Feb. 23, 1998; 65 FR 16283, Mar. 
27, 2000; 66 FR 65360, Dec. 18, 2001; 67 FR 6119, Feb. 8, 2002; 67 FR 
70521, Nov. 22, 2002]



Sec. 52.216-8  Fixed Fee.

    As prescribed in 16.307(b), insert the following clause in 
solicitations and contracts when a cost-plus-fixed-fee contract (other 
than a facilities contract or a construction contract) is contemplated.

                          Fixed Fee (MAR 1997)

    (a) The Government shall pay the Contractor for performing this 
contract the fixed fee specified in the Schedule.
    (b) Payment of the fixed fee shall be made as specified in the 
Schedule; provided that after payment of 85 percent of the fixed fee, 
the Contracting Officer may withhold further payment of fee until a 
reserve is set aside in an amount that the Contracting Officer considers 
necessary to protect the Government's interest. This reserve shall not 
exceed 15 percent of the total fixed fee or $100,000, whichever is less. 
The Contracting Officer shall release 75 percent of all fee withholds 
under this contract after receipt of the certified final indirect cost 
rate proposal covering the year of physical completion of this contract, 
provided the Contractor has satisfied all other contract terms and 
conditions, including the submission of the final patent and royalty 
reports, and is not delinquent in submitting final vouchers on prior 
years' settlements. The Contracting Officer may release up to 90 percent 
of the fee withholds under this contract based on the Contractor's past 
performance related to the submission and settlement of final indirect 
cost rate proposals.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 69296, Dec. 31, 1996; 
62 FR 12721, Mar. 17, 1997]



Sec. 52.216-9  Fixed Fee--Construction.

    As prescribed in 16.307(c), insert the following clause in 
solicitations and contracts when a cost-plus-fixed-fee construction 
contract is contemplated:

                   Fixed Fee--Construction (MAR 1997)

    (a) The Government shall pay to the Contractor for performing this 
contract the fixed fee specified in the Schedule.
    (b) Payment of the fixed fee shall be made in installments based 
upon the percentage of completion of the work as determined from 
estimates submitted to and approved by the Contracting Officer, but 
subject to the withholding provisions of paragraph (c) below.
    (c) After the payment of 85 percent of the fixed fee, the 
Contracting Officer may withhold further payment of fee until a reserve 
is set aside in an amount that the Contracting Officer considers 
necessary to protect the Government's interest. This reserve shall not 
exceed 15 percent of the total fixed fee or $100,000, whichever is less. 
The Contracting Officer shall release 75 percent of all fee withholds 
under this contract after receipt

[[Page 110]]

of the certified final indirect cost rate proposal covering the year of 
physical completion of this contract, provided the Contractor has 
satisifed all other contract terms and conditions, including the 
submission of the final patent and royalty reports, and is not 
delinquent in submitting final vouchers on prior years' settlements. The 
Contracting Officer may release up to 90 percent of the fee withholds 
under this contract based on the Contractor's past performance related 
to the submission and settlement of final indirect cost rate proposals.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 69296, Dec. 31, 1996; 
62 FR 12721, Mar. 17, 1997]



Sec. 52.216-10  Incentive Fee.

    As prescribed in 16.307(d), insert the following clause in 
solicitations and contracts when a cost-plus-incentive-fee contract 
(other than a facilities contract) is contemplated:

                        Incentive Fee (MAR 1997)

    (a) General. The Government shall pay the Contractor for performing 
this contract a fee determined as provided in this contract.
    (b) Target cost and target fee. The target cost and target fee 
specified in the Schedule are subject to adjustment if the contract is 
modified in accordance with paragraph (d) below.
    (1) Target cost, as used in this contract, means the estimated cost 
of this contract as initially negotiated, adjusted in accordance with 
paragraph (d) below.
    (2) Target fee, as used in this contract, means the fee initially 
negotiated on the assumption that this contract would be performed for a 
cost equal to the estimated cost initially negotiated, adjusted in 
accordance with paragraph (d) below.
    (c) Withholding of payment. Normally, the Government shall pay the 
fee to the Contractor as specified in the Schedule. However, when the 
Contracting Officer considers that performance or cost indicates that 
the Contractor will not achieve target, the Government shall pay on the 
basis of an appropriate lesser fee. When the Contractor demonstrates 
that performance or cost clearly indicates that the Contractor will earn 
a fee significantly above the target fee, the Government may, at the 
sole discretion of the Contracting Officer, pay on the basis of an 
appropriate higher fee. After payment of 85 percent of the applicable 
fee, the Contracting Officer may withhold further payment of fee until a 
reserve is set aside in an amount that the Contracting Officer considers 
necessary to protect the Government's interest. This reserve shall not 
exceed 15 percent of the applicable fee or $100,000, whichever is less. 
The Contracting Officer shall release 75 percent of all fee withholds 
under this contract after receipt of the certified final indirect cost 
rate proposal covering the year of physical completion of this contract, 
provided the Contractor has satisfied all other contract terms and 
conditions, including the submission of the final patent and royalty 
reports, and is not delinquent in submitting final vouchers on prior 
years' settlements. The Contracting Officer may release up to 90 percent 
of the fee withholds under this contract based on the Contractor's past 
performance related to the submission and settlement of final indirect 
cost rate proposals.
    (d) Equitable adjustments. When the work under this contract is 
increased or decreased by a modification to this contract or when any 
equitable adjustment in the target cost is authorized under any other 
clause, equitable adjustments in the target cost, target fee, minimum 
fee, and maximum fee, as appropriate, shall be stated in a supplemental 
agreement to this contract.
    (e) Fee payable. (1) The fee payable under this contract shall be 
the target fee increased by -- [Contracting Officer insert Contractor's 
participation] cents for every dollar that the total allowable cost is 
less than the target cost or decreased by -- [Contracting Officer insert 
Contractor's participation] cents for every dollar that the total 
allowable cost exceeds the target cost. In no event shall the fee be 
greater than -- [Contracting Officer insert percentage] percent or less 
than -- [Contracting Officer insert percentage] percent of the target 
cost.
    (2) The fee shall be subject to adjustment, to the extent provided 
in paragraph (d) above, and within the minimum and maximum fee 
limitations in subparagraph (1) above, when the total allowable cost is 
increased or decreased as a consequence of (i) payments made under 
assignments or (ii) claims excepted from the release as required by 
paragraph (h)(2) of the Allowable Cost and Payment clause.
    (3) If this contract is terminated in its entirety, the portion of 
the target fee payable shall not be subject to an increase or decrease 
as provided in this paragraph. The termination shall be accomplished in 
accordance with other applicable clauses of this contract.
    (4) For the purpose of fee adjustment, total allowable cost shall 
not include allowable costs arising out of--
    (i) Any of the causes covered by the Excusable Delays clause to the 
extent that they are beyond the control and without the fault or 
negligence of the Contractor or any subcontractor;
    (ii) The taking effect, after negotiating the target cost, of a 
statute, court decision,

[[Page 111]]

written ruling, or regulation that results in the Contractor's being 
required to pay or bear the burden of any tax or duty or rate increase 
in a tax or duty;
    (iii) Any direct cost attributed to the Contractor's involvement in 
litigation as required by the Contracting Officer pursuant to a clause 
of this contract, including furnishing evidence and information 
requested pursuant to the Notice and Assistance Regarding Patent and 
Copyright Infringement clause;
    (iv) The purchase and maintenance of additional insurance not in the 
target cost and required by the Contracting Officer, or claims for 
reimbursement for liabilities to third persons pursuant to the 
Insurance--Liability to Third Persons clause;
    (v) Any claim, loss, or damage resulting from a risk for which the 
Contractor has been relieved of liability by the Government Property 
clause; or
    (vi) Any claim, loss, or damage resulting from a risk defined in the 
contract as unusually hazardous or as a nuclear risk and against which 
the Government has expressly agreed to indemnify the Contractor.
    (5) All other allowable costs are included in total allowable cost 
for fee adjustment in accordance with this paragraph (e), unless 
otherwise specifically provided in this contract.
    (f) Contract modification. The total allowable cost and the adjusted 
fee determined as provided in this clause shall be evidenced by a 
modification to this contract signed by the Contractor and Contracting 
Officer.
    (g) Inconsistencies. In the event of any language inconsistencies 
between this clause and provisioning documents or Government options 
under this contract, compensation for spare parts or other supplies and 
services ordered under such documents shall be determined in accordance 
with this clause.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 69296, Dec. 31, 1996; 
62 FR 12721, Mar. 17, 1997]



Sec. 52.216-11  Cost Contract--No Fee.

    As prescribed in 16.307(e), insert the following clause in 
solicitations and contracts when a cost-reimbursement contract is 
contemplated that provides no fee and is not a cost-sharing contract. 
This clause may be modified by substituting $10,000 in lieu of $100,000 
as the maximum reserve in paragraph (b) if the Contractor is a nonprofit 
organization.

                    Cost Contract--No Fee (APR 1984)

    (a) The Government shall not pay the Contractor a fee for performing 
this contract.
    (b) After payment of 80 percent of the total estimated cost shown in 
the Schedule, the Contracting Officer may withhold further payment of 
allowable cost until a reserve is set aside in an amount that the 
Contracting Officer considers necessary to protect the Government's 
interest. This reserve shall not exceed one percent of the total 
estimated cost shown in the Schedule or $100,000, whichever is less.

                             (End of clause)

    Alternate I (APR 1984). In a contract for research and development 
with an educational institution or a nonprofit organization, for which 
the contracting officer has determined that withholding of a portion of 
allowable costs is not required, delete paragraph (b) of the basic 
clause.

[48 FR 42478, Sept. 19, 1983, as amended at 72 FR 27389, May 15, 2007]



Sec. 52.216-12  Cost-Sharing Contract--No Fee.

    As prescribed in 16.307(f), insert the following clause in 
solicitations and contracts when a cost-sharing contract is 
contemplated. This clause may be modified by substituting $10,000 in 
lieu of $100,000 as the maximum reserve in paragraph (b) if the contract 
is with a nonprofit organization.

                Cost-Sharing Contract--No Fee (APR 1984)

    (a) The Government shall not pay to the Contractor a fee for 
performing this contract.
    (b) After paying 80 percent of the Government's share of the total 
estimated cost of performance shown in the Schedule, the Contracting 
Officer may withhold further payment of allowable cost until a reserve 
is set aside in an amount that the Contracting Officer considers 
necessary to protect the Government's interest. This reserve shall not 
exceed one percent of the Government's share of the total estimated cost 
shown in the Schedule or $100,000, whichever is less.

                             (End of clause)

    Alternate I (APR 1984). In a contract for research and development 
with an educational institution, for which the contracting officer has 
determined that withholding of a portion of allowable cost is not 
required, delete paragraph (b) of the basic clause.

[48 FR 42478, Sept. 19, 1983, as amended at 72 FR 27389, May 15, 2007]

[[Page 112]]



Sec. 52.216-13--52.216-14  [Reserved]



Sec. 52.216-15  Predetermined Indirect Cost Rates.

    As prescribed in 16.307(g), insert the following clause:

              Predetermined Indirect Cost Rates (APR 1998)

    (a) Notwithstanding the Allowable Cost and Payment clause of this 
contract, the allowable indirect costs under this contract shall be 
obtained by applying predetermined indirect cost rates to bases agreed 
upon by the parties, as specified below.
    (b)(1) The Contractor shall submit an adequate final indirect cost 
rate proposal to the Contracting Officer (or cognizant Federal agency 
official) and auditor within the 6-month period following the expiration 
of each of its fiscal years. Reasonable extensions, for exceptional 
circumstances only, may be requested in writing by the Contractor and 
granted in writing by the Contracting Officer. The Contractor shall 
support its proposal with adequate supporting data.
    (2) The proposed rates shall be based on the Contractor's actual 
cost experience for that period. The appropriate Government 
representative and the Contractor shall establish the final indirect 
cost rates as promptly as practical after receipt of the Contractor's 
proposal.
    (c) Allowability of costs and acceptability of cost allocation 
methods shall be determined in accordance with FAR subpart 31.3 in 
effect on the date of this contract.
    (d) Predetermined rate agreements in effect on the date of this 
contract shall be incorporated into the contract Schedule. The 
Contracting Officer (or cognizant Federal agency official) and 
Contractor shall negotiate rates for subsequent periods and execute a 
written indirect cost rate agreement setting forth the results. The 
agreement shall specify (1) the agreed-upon predetermined indirect cost 
rates, (2) the bases to which the rates apply, (3) the period for which 
the rates apply, and (4) the specific items treated as direct costs or 
any changes in the items previously agreed to be direct costs. The 
indirect cost rate agreement shall not change any monetary ceiling, 
contract obligation, or specific cost allowance or disallowance provided 
for in this contract. The agreement is incorporated into this contract 
upon execution.
    (e) Pending establishment of predetermined indirect cost rates for 
any fiscal year (or other period agreed to by the parties), the 
Contractor shall be reimbursed either at the rates fixed for the 
previous fiscal year (or other period) or at billing rates acceptable to 
the Contracting Officer (or cognizant Federal agency official), subject 
to appropriate adjustment when the final rates for that period are 
established.
    (f) Any failure by the parties to agree on any predetermined 
indirect cost rates under this clause shall not be considered a dispute 
within the meaning of the Disputes clause. If for any fiscal year (or 
other period specified in the Schedule) the parties fail to agree to 
predetermined indirect cost rates, the allowable indirect costs shall be 
obtained by applying final indirect cost rates established in accordance 
with the Allowable Cost and Payment clause.
    (g) Allowable indirect costs for the period from the beginning of 
performance until the end of the Contractor's fiscal year (or other 
period specified in the Schedule) shall be obtained using the 
predetermined indirect cost rates and the bases shown in the Schedule.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 31622, June 20, 1996; 
62 FR 64916, Dec. 9, 1997; 63 FR 9065, Feb. 23, 1998; 72 FR 27389, May 
15, 2007]



Sec. 52.216-16  Incentive Price Revision--Firm Target.

    As prescribed in 16.406(a), insert the following clause:

            Incentive Price Revision--Firm Target (OCT 1997)

    (a) General. The supplies or services identified in the Schedule as 
Items ---- [Contracting Officer insert Schedule line item numbers] are 
subject to price revision in accordance with this clause; provided, that 
in no event shall the total final price of these items exceed the 
ceiling price of ---- dollars ($----). Any supplies or services that are 
to be (1) ordered separately under, or otherwise added to, this contract 
and (2) subject to price revision in accordance with the terms of this 
clause shall be identified as such in a modification to this contract.
    (b) Definition. Costs, as used in this clause, means allowable costs 
in accordance with part 31 of the Federal Acquisition Regulation (FAR) 
in effect on the date of this contract.
    (c) Data submission. (1) Within ---- [Contracting Officer insert 
number of days] days after the end of the month in which the Contractor 
has delivered the last unit of supplies and completed the services 
specified by item number in paragraph (a) of this clause, the Contractor 
shall sumbit in the format of Table 15-2, FAR 15.408, or in any other 
form on which the parties agree--
    (i) A detailed statement of all costs incurred up to the end of that 
month in performing all work under the items;
    (ii) An estimate of costs of further performance, if any, that may 
be necessary to

[[Page 113]]

complete performance of all work under the items;
    (iii) A list of all residual inventory and an estimate of its value; 
and
    (iv) Any other relevant data that the Contracting Officer may 
reasonably require.
    (2) If the Contractor fails to submit the data required by 
subparagraph (1) above within the time specified and it is later 
determined that the Government has overpaid the Contractor, the 
Contractor shall repay the excess to the Government immediately. Unless 
repaid within 30 days after the end of the data submittal period, the 
amount of the excess shall bear interest, computed from the date the 
data were due to the date of repayment, at the rate established in 
accordance with the Interest clause.
    (d) Price revision. Upon the Contracting Officer's receipt of the 
data required by paragraph (c) above, the Contracting Officer and the 
Contractor shall promptly establish the total final price of the items 
specified in (a) above by applying to final negotiated cost an 
adjustment for profit or loss, as follows:
    (1) On the basis of the information required by paragraph (c) above, 
together with any other pertinent information, the parties shall 
negotiate the total final cost incurred or to be incurred for supplies 
delivered (or services performed) and accepted by the Government and 
which are subject to price revision under this clause.
    (2) The total final price shall be established by applying to the 
total final negotiated cost an adjustment for profit or loss, as 
follows:
    (i) If the total final negotiated cost is equal to the total target 
cost, the adjustment is the total target profit.
    (ii) If the total final negotiated cost is greater than the total 
target cost, the adjustment is the total target profit, less -- 
[Contracting Officer insert percent] percent of the amount by which the 
total final negotiated cost exceeds the total target cost.
    (iii) If the final negotiated cost is less than the total target 
cost, the adjustment is the total target profit plus -- [Contracting 
Officer insert percent] percent of the amount by which the total final 
negotiated cost is less than the total target cost.
    (e) Contract modification. The total final price of the items 
specified in paragraph (a) above shall be evidenced by a modification to 
this contract, signed by the Contractor and the Contracting Officer. 
This price shall not be subject to revision, notwithstanding any changes 
in the cost of performing the contract, except to the extent that--
    (1) The parties may agree in writing, before the determination of 
total final price, to exclude specific elements of cost from this price 
and to a procedure for subsequent disposition of those elements; and
    (2) Adjustments or credits are explicitly permitted or required by 
this or any other clause in this contract.
    (f) Adjusting billing prices. (1) Pending execution of the contract 
modification (see paragraph (e) above), the Contractor shall submit 
invoices or vouchers in accordance with billing prices as provided in 
this paragraph. The billing prices shall be the target prices shown in 
this contract.
    (2) If at any time it appears from information provided by the 
contractor under subparagraph (g)(2) below that the then-current billing 
prices will be substantially greater than the estimated final prices, 
the parties shall negotiate a reduction in the billing prices. 
Similarly, the parties may negotiate an increase in billing prices by 
any or all of the difference between the target prices and the ceiling 
price, upon the Contractor's submission of factual data showing that 
final cost under this contract will be substantially greater than the 
target cost.
    (3) Any billing price adjustment shall be reflected in a contract 
modification and shall not affect the determination of the total final 
price under paragraph (d) above. After the contract modification 
establishing the total final price is executed, the total amount paid or 
to be paid on all invoices or vouchers shall be adjusted to reflect the 
total final price, and any resulting additional payments, refunds, or 
credits shall be made promptly.
    (g) Quarterly limitation on payments statement. This paragraph (g) 
shall apply until final price revision under this contract has been 
completed.
    (1) Within 45 days after the end of each quarter of the Contractor's 
fiscal year in which a delivery is first made (or services are first 
performed) and accepted by the Government under this contract, and for 
each quarter thereafter, the Contractor shall submit to the contract 
administration office (with a copy to the contracting office and the 
cognizant contract auditor) a statement, cumulative from the beginning 
of the contract, showing--
    (i) The total contract price of all supplies delivered (or services 
performed) and accepted by the Government and for which final prices 
have been established;
    (ii) The total costs (estimated to the extent necessary) reasonably 
incurred for, and properly allocable solely to, the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established;
    (iii) The portion of the total target profit (used in establishing 
the initial contract price or agreed to for the purpose of this 
paragraph (g)) that is in direct proportion to the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established--increased or decreased in 
accordance

[[Page 114]]

with subparagraph (d)(2) above, when the amount stated under subdivision 
(ii), immediately above, differs from the aggregate target costs of the 
supplies or services; and
    (iv) The total amount of all invoices or vouchers for supplies 
delivered (or services performed) and accepted by the Government 
(including amounts applied or to be applied to liquidate progress 
payments).
    (2) Notwithstanding any provision of this contract authorizing 
greater payments, if on any quarterly statement the amount under 
subdivision (1)(iv) above exceeds the sum due the Contractor, as 
computed in accordance with subdivisions (1)(i), (ii), and (iii) above, 
the Contractor shall immediately refund or credit to the Government the 
amount of this excess. The Contractor may, when appropriate, reduce this 
refund or credit by the amount of any applicable tax credits due the 
Contractor under 26 U.S.C. 1481 and by the amount of previous refunds or 
credits effected under this clause. If any portion of the excess has 
been applied to the liquidation of progress payments, then that portion 
may, instead of being refunded, be added to the unliquidated progress 
payment account consistent with the Progress Payments clause. The 
Contractor shall provide complete details to support any claimed 
reductions in refunds.
    (3) If the Contractor fails to submit the quarterly statement within 
45 days after the end of each quarter and it is later determined that 
the Government has overpaid the Contractor, the Contractor shall repay 
the excess to the Government immediately. Unless repaid within 30 days 
after the end of the statement submittal period, the amount of the 
excess shall bear interest, computed from the date the quarterly 
statement was due to the date of repayment, at the rate established in 
accordance with the Interest clause.
    (h) Subcontracts. No subcontract placed under this contract may 
provide for payment on a cost-plus-a-percentage-of-cost basis.
    (i) Disagreements. If the Contractor and the Contracting Officer 
fail to agree upon the total final price within 60 days (or within such 
other period as the Contracting Officer may specify) after the date on 
which the data required by paragraph (c) above are to be submitted, the 
Contracting Officer shall promptly issue a decision in accordance with 
the Disputes clause.
    (j) Termination. If this contract is terminated before the total 
final price is established, prices of supplies or services subject to 
price revision shall be established in accordance with this clause for 
(1) completed supplies and services accepted by the Government and (2) 
those supplies and services not terminated under a partial termination. 
All other elements of the termination shall be resolved in accordance 
with other applicable clauses of this contract.
    (k) Equitable adjustment under other clauses. If an equitable 
adjustment in the contract price is made under any other clause of this 
contract before the total final price is established, the adjustment 
shall be made in the total target cost and may be made in the maximum 
dollar limit on the total final price, the total target profit, or both. 
If the adjustment is made after the total final price is established, 
only the total final price shall be adjusted.
    (l) Exclusion from target price and total final price. If any clause 
of this contract provides that the contract price does not or will not 
include an amount for a specific purpose, then neither any target price 
nor the total final price includes or will include any amount for that 
purpose.
    (m) Separate reimbursement. If any clause of this contract expressly 
provides that the cost of performance of an obligation shall be at 
Government expense, that expense shall not be included in any target 
price or in the total final price, but shall be reimbursed separately.
    (n) Taxes. As used in the Federal, State, and Local Taxes clause or 
in any other clause that provides for certain taxes or duties to be 
included in, or excluded from, the contract price, the term contract 
price includes the total target price or, if it has been established, 
the total final price. When any of these clauses requires that the 
contract price be increased or decreased as a result of changes in the 
obligation of the Contractor to pay or bear the burden of certain taxes 
or duties, the increase or decrease shall be made in the total target 
price or, if it has been established, in the total final price, so that 
it will not affect the Contractor's profit or loss on this contract.

                             (End of clause)

    Alternate I (APR 1984). As prescribed in 16.406(a), add the 
following paragraph (o) to the basic clause:

    (o) Provisioning and options. Parts, other supplies, or services 
that are to be furnished under this contract on the basis of a 
provisioning document or Government option shall be subject to price 
revision in accordance with this clause. Any prices established for 
these parts, other supplies, or services under a provisioning document 
or Government option shall be treated as target prices. Target cost and 
profit covering these parts, other supplies, or services may be 
established separately, in the aggregate, or in any combination, as the 
parties may agree.

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 67426, Dec. 20, 1996; 
62 FR 12696, Mar. 17, 1997; 62 FR 51265, Sept. 30, 1997]

[[Page 115]]



Sec. 52.216-17  Incentive Price Revision--Successive Targets.

    As prescribed in 16.406(b), insert the following clause:

         Incentive Price Revision--Successive Targets (OCT 1997)

    (a) General. The supplies or services identified in the Schedule as 
Items ---- [Contracting Officer insert line item numbers] are subject to 
price revision in accordance with this clause; provided, that in no 
event shall the total final price of these items exceed the ceiling 
price of ---- dollars ($----). The prices of these items shown in the 
Schedule are the initial target prices, which include an initial target 
profit of -- [Contracting Officer insert percent] percent of the initial 
target cost. Any supplies or services that are to be (1) ordered 
separately under, or otherwise added to, this contract and (2) subject 
to price revision in accordance with this clause shall be identified as 
such in a modification to this contract.
    (b) Definition. Costs, as used in this clause, means allowable costs 
in accordance with part 31 of the Federal Acquisition Regulation (FAR) 
in effect on the date of this contract.
    (c) Submitting data for establishing the firm fixed price or a final 
profit adjustment formula. (1) Within -- [Contracting Officer insert 
number of days] days after the end of the month in which the Contractor 
has completed ---- [see Note 1], the Contractor shall submit the 
following data:
    (i) A proposed firm fixed price or total firm target price for 
supplies delivered and to be delivered and services performed and to be 
performed.
    (ii) A detailed statement of all costs incurred in the performance 
of this contract through the end of the month specified above, in the 
format of Table 15-2, FAR 15.408 (or in any other form on which the 
parties may agree), with sufficient supporting data to disclose unit 
costs and cost trends for--
    (A) Supplies delivered and services performed; and
    (B) Inventories of work in process and undelivered contract supplies 
on hand (estimated to the extent necessary).
    (iii) An estimate of costs of all supplies delivered and to be 
delivered and all services performed and to be performed under this 
contract, using the statement of costs incurred plus an estimate of 
costs to complete performance, in the format of table 15-2, FAR 15.408 
(or in any other form on which the parties may agree), together with--
    (A) Sufficient data to support the accuracy and reliability of the 
estimate; and
    (B) An explanation of the differences between this estimate and the 
original estimate used to establish the initial target prices.
    (2) The Contractor shall also submit, to the extent that it becomes 
available before negotiations establishing the total firm price are 
concluded--
    (i) Supplemental statements of costs incurred after the end of the 
month specified in subparagraph (1) above for--
    (A) Supplies delivered and services performed; and
    (B) Inventories of work in process and undelivered contract supplies 
on hand (estimated to the extent necessary); and
    (ii) Any other relevant data that the Contracting Officer may 
reasonably require.
    (3) If the Contractor fails to submit the data required by 
subparagraphs (1) and (2) above within the time specified and it is 
later determined that the Government has overpaid the Contractor, the 
Contractor shall repay the excess to the Government immediately. Unless 
repaid within 30 days after the end of the data submittal period, the 
amount of the excess shall bear interest, computed from the date the 
data were due to the date of repayment, at the rate established in 
accordance with the Interest clause.
    (d) Establishing firm fixed price or final profit adjustment 
formula. Upon the Contracting Officer's receipt of the data required by 
paragraph (c) above the Contracting Officer and the Contractor shall 
promptly establish either a firm fixed price or a profit adjustment 
formula for determining final profit, as follows:
    (1) The parties shall negotiate a total firm target cost, based upon 
the data submitted under paragraph (c) above.
    (2) If the total firm target cost is more than the total initial 
target cost, the total initial target profit shall be decreased. If the 
total firm target cost is less than the total initial target cost, the 
total initial target profit shall be increased. The initial target 
profit shall be increased or decreased by -- percent [see Note 2] of the 
difference between the total initial target cost and the total firm 
target cost. The resulting amount shall be the total firm target profit; 
provided, that in no event shall the total firm target profit be less 
than -- percent or more than -- percent [Contracting Officer insert 
percents] of the total initial target cost.
    (3) If the total firm target cost plus the total firm target profit 
represent a reasonable price for performing that part of the contract 
subject to price revision under this clause, the parties may agree on a 
firm fixed price, which shall be evidenced by a contract modification 
signed by the Contractor and the Contracting Officer.
    (4) Failure of the parties to agree to a firm fixed price shall not 
constitute a dispute under the Disputes clause. If agreement is not 
reached, or if establishment of a firm fixed price is inappropriate, the 
Contractor and the Contracting Officer shall establish a

[[Page 116]]

profit adjustment formula under which the total final price shall be 
established by applying to the total final negotiated cost an adjustment 
for profit or loss, determined as follows:
    (i) If the total final negotiated cost is equal to the total firm 
target cost, the adjustment is the total firm target profit.
    (ii) If the total final negotiated cost is greater than the total 
firm target cost, the adjustment is the total firm target profit, less 
-- percent of the amount by which the total final negotiated cost 
exceeds the total firm target cost.
    (iii) If the total final negotiated cost is less than the total firm 
target cost, the adjustment is the total firm target profit, plus -- 
percent of the amount by which the total final negotiated cost is less 
than the total firm target cost.
    (iv) The total firm target cost, total firm target profit, and the 
profit adjustment formula for determining final profit shall be 
evidenced by a modification to this contract signed by the Contractor 
and the Contracting Officer.
    (e) Submitting data for final price revision. Unless a firm fixed 
price has been established in accordance with paragraph (d) of this 
section within ---- [Contracting Officer insert number of days] days 
after the end of the month in which the Contractor has delivered the 
last unit of supplies and completed the services specified by item 
number in paragraph (a) of this section, the Contractor shall submit in 
the format of table 15-2, FAR 15.408 (or in any other form on which the 
parties agree)--
    (1) A detailed statement of all costs incurred up to the end of that 
month in performing all work under the items;
    (2) An estimate of costs of further performance, if any, that may be 
necessary to complete performance of all work under the items;
    (3) A list of all residual inventory and an estimate of its value; 
and
    (4) Any other relevant data that the Contracting Officer may 
reasonably require.
    (f) Final price revision. Unless a firm fixed price has been agreed 
to in accordance with paragraph (d) above, the Contractor and the 
Contracting Officer shall, promptly after submission of the data 
required by paragraph (e) above, establish the total final price, as 
follows:
    (1) On the basis of the information required by paragraph (e) above, 
together with any other pertinent information, the parties shall 
negotiate the total final cost incurred or to be incurred for the 
supplies delivered (or services performed) and accepted by the 
Government and which are subject to price revision under this clause.
    (2) The total final price shall be established by applying to the 
total final negotiated cost an adjustment for final profit or loss 
determined as agreed upon under subparagraph (d)(4) above.
    (g) Contract modification. The total final price of the items 
specified in paragraph (a) above shall be evidenced by a modification to 
this contract, signed by the Contractor and the Contracting Officer. 
This price shall not be subject to revision, notwithstanding any changes 
in the cost of performing the contract, except to the extent that--
    (1) The parties may agree in writing, before the determination of 
total final price, to exclude specific elements of cost from this price 
and to a procedure for subsequent disposition of these elements; and
    (2) Adjustments or credits are explicitly permitted or required by 
this or any other clause in this contract.
    (h) Adjustment of billing prices. (1) Pending execution of the 
contract modification (see paragraph (e) above), the Contractor shall 
submit invoices or vouchers in accordance with billing prices as 
provided in this paragraph. The billing prices shall be the initial 
target prices shown in this contract until firm target prices are 
established under paragraph (d) above. When established, the firm target 
prices shall be used as the billing prices.
    (2) If at any time it appears from information provided by the 
contractor under subparagraph (i)(1) below that the then-current billing 
prices will be substantially greater than the estimated final prices, 
the parties shall negotiate a reduction in the billing prices. 
Similarly, the parties may negotiate an increase in billing prices by 
any or all of the difference between the target prices and the ceiling 
price, upon the Contractor's submission of factual data showing that the 
final cost under this contract will be substantially greater than the 
target cost.
    (3) Any adjustment of billing prices shall be reflected in a 
contract modification and shall not affect the determination of any 
price under paragraph (d) or (f) above. After the contract modification 
establishing the total final price is executed, the total amount paid or 
to be paid on all invoices or vouchers shall be adjusted to reflect the 
total final price, and any resulting additional payments, refunds, or 
credits shall be made promptly.
    (i) Quarterly limitation on payments statement. This paragraph (i) 
shall apply until a firm fixed price or a total final price is 
established under subparagraph (d)(3) or (f)(2).
    (1) Within 45 days after the end of each quarter of the Contractor's 
fiscal year in which a delivery is first made (or services are first 
performed) and accepted by the Government under this contract, and for 
each quarter thereafter, the Contractor shall submit to the contract 
administration office (with a copy to the contracting office and the 
cognizant contract auditor) a statement,

[[Page 117]]

cumulative from the beginning of the contract, showing--
    (i) The total contract price of all supplies delivered (or services 
performed) and accepted by the Government and for which final prices 
have been established;
    (ii) The total cost (estimated to the extent necessary) reasonably 
incurred for, and properly allocable solely to, the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established;
    (iii) The portion of the total interim profit (used in establishing 
the initial contract price or agreed to for the purpose of this 
paragraph (i)) that is in direct proportion to the supplies delivered 
(or services performed) and accepted by the Government and for which 
final prices have not been established--increased or decreased in 
accordance with subparagraph (d)(4) above when the amount stated under 
subdivision (ii), immediately above, differs from the aggregate firm 
target costs of the supplies or services; and
    (iv) The total amount of all invoices or vouchers for supplies 
delivered (or services performed) and accepted by the Government 
(including amounts applied or to be applied to liquidate progress 
payments).
    (2) Notwithstanding any provision of this contract authorizing 
greater payments, if on any quarterly statement the amount under 
subdivision (1)(iv) above exceeds the sum due the Contractor, as 
computed in accordance with subdivisions (1)(i), (ii), and (iii) above, 
the Contractor shall immediately refund or credit to the Government the 
amount of this excess. The Contractor may, when appropriate, reduce this 
refund or credit by the amount of any applicable tax credits due the 
Contractor under 26 U.S.C. 1481 and by the amount of previous refunds or 
credits effected under this clause. If any portion of the excess has 
been applied to the liquidation of progress payments, then that portion 
may, instead of being refunded, be added to the unliquidated progress 
payment account consistent with the Progress Payments clause. The 
Contractor shall provide complete details to support any claimed 
reductions in refunds.
    (3) If the Contractor fails to submit the quarterly statement within 
45 days after the end of each quarter and it is later determined that 
the Government has overpaid the Contractor, the Contractor shall repay 
the excess to the Government immediately. Unless repaid within 30 days 
after the end of the statement submittal period, the amount of the 
excess shall bear interest, computed from the date the quarterly 
statement was due to the date of repayment, at the rate established in 
accordance with the Interest clause.
    (j) Subcontracts. No subcontract placed under this contract may 
provide for payment on a cost-plus-a-percentage-of-cost basis.
    (k) Disagreements. If the Contractor and the Contracting Officer 
fail to agree upon (1) a total firm target cost and a final profit 
adjustment formula or (2) a total final price, within 60 days (or within 
such other period as the Contracting Officer may specify) after the date 
on which the data required in paragraphs (c) and (e) above are to be 
submitted, the Contracting Officer shall promptly issue a decision in 
accordance with the Disputes clause.
    (l) Termination. If this contract is terminated before the total 
final price is established, prices of supplies or services subject to 
price revision shall be established in accordance with this clause for 
(1) completed supplies and services accepted by the Government and (2) 
those supplies or services not terminated under a partial termination. 
All other elements of the termination shall be resolved in accordance 
with other applicable clauses of this contract.
    (m) Equitable adjustments under other clauses. If an equitable 
adjustment in the contract price is made under any other clause of this 
contract before the total final price is established, the adjustment 
shall be made in the total target cost and may be made in the maximum 
dollar limit on the total final price, the total target profit, or both. 
If the adjustment is made after the total final price is established, 
only the total final price shall be adjusted.
    (n) Exclusion from target price and total final price. If any clause 
of this contract provides that the contract price does not or will not 
include an amount for a specific purpose, then neither any target price 
nor the total final price includes or will include any amount for that 
purpose.
    (o) Separate reimbursement. If any clause of this contract expressly 
provides that the cost of performance of an obligation shall be at 
Government expense, that expense shall not be included in any target 
price or in the total final price, but shall be reimbursed separately.
    (p) Taxes. As used in the Federal, State, and Local Taxes clause or 
in any other clause that provides for certain taxes or duties to be 
included in, or excluded from, the contract price, the term contract 
price includes the total target price or, if it has been established, 
the total final price. When any of these clauses requires that the 
contract price be increased or decreased as a result of changes in the 
obligation of the Contractor to pay or bear the burden of certain taxes 
or duties, the increase or decrease shall be made in the total target 
price or, if it has been established, in the total final price, so that 
it will not affect the Contractor's profit or loss on this contract.

[[Page 118]]

                             (End of clause)

    Notes: (1) The degree of completion may be based on a percentage of 
contract performance or any other reasonable basis.
    (2) The language may be changed to describe a negotiated adjustment 
pattern under which the extent of adjustment is not the same for all 
levels of cost variation.

    Alternate I (APR 1984). As prescribed in 16.406(b), add the 
following paragraph (q) to the basic clause:

    (q) Provisioning and options. Parts, other supplies, or services 
that are to be furnished under this contract on the basis of a 
provisioning document or Government option shall be subject to price 
revision in accordance with this clause. Any prices established for 
these parts, other supplies, or services under a provisioning document 
or Government option shall be treated as initial target prices, or 
target prices as agreed upon and stipulated in the pricing document 
supporting the provisioning or added items. Initial or firm target costs 
and profits and final prices covering these parts, other supplies, or 
services may be established separately, in the aggregate, or in any 
combination, as the parties may agree.

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 67426, Dec. 20, 1996; 
62 FR 12696, Mar. 17, 1997; 62 FR 51265, Sept. 30, 1997]



Sec. 52.216-18  Ordering.

    As prescribed in 16.506(a), insert the following clause:

                           Ordering (OCT 1995)

    (a) Any supplies and services to be furnished under this contract 
shall be ordered by issuance of delivery orders or task orders by the 
individuals or activities designated in the Schedule. Such orders may be 
issued from ------ through ------ [insert dates].
    (b) All delivery orders or task orders are subject to the terms and 
conditions of this contract. In the event of conflict between a delivery 
order or task order and this contract, the contract shall control.
    (c) If mailed, a delivery order or task order is considered 
``issued'' when the Government deposits the order in the mail. Orders 
may be issued orally, by facsimile, or by electronic commerce methods 
only if authorized in the Schedule.

                             (End of clause)

[60 FR 49727, Sept. 26, 1995]



Sec. 52.216-19  Order Limitations.

    As prescribed in 16.506(b), insert a clause substantially the same 
as follows:

                      Order Limitations (OCT 1995)

    (a) Minimum order. When the Government requires supplies or services 
covered by this contract in an amount of less than ---- [insert dollar 
figure or quantity], the Government is not obligated to purchase, nor is 
the Contractor obligated to furnish, those supplies or services under 
the contract.
    (b) Maximum order. The Contractor is not obligated to honor--
    (1) Any order for a single item in excess of ---- [insert dollar 
figure or quantity];
    (2) Any order for a combination of items in excess of ---- [insert 
dollar figure or quantity]; or
    (3) A series of orders from the same ordering office within -- days 
that together call for quantities exceeding the limitation in 
subparagraph (1) or (2) above.
    (c) If this is a requirements contract (i.e., includes the 
Requirements clause at subsection 52.216-21 of the Federal Acquisition 
Regulation (FAR)), the Government is not required to order a part of any 
one requirement from the Contractor if that requirement exceeds the 
maximum-order limitations in paragraph (b) above.
    (d) Notwithstanding paragraphs (b) and (c) above, the Contractor 
shall honor any order exceeding the maximum order limitations in 
paragraph (b), unless that order (or orders) is returned to the ordering 
office within -- days after issuance, with written notice stating the 
Contractor's intent not to ship the item (or items) called for and the 
reasons. Upon receiving this notice, the Government may acquire the 
supplies or services from another source.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 49727, Sept. 26, 1995]



Sec. 52.216-20  Definite Quantity.

    As prescribed in 16.506(c), insert the following clause:

                      Definite Quantity (OCT 1995)

    (a) This is a definite-quantity, indefinite-delivery contract for 
the supplies or services specified, and effective for the period stated, 
in the Schedule.
    (b) The Government shall order the quantity of supplies or services 
specified in the Schedule, and the Contractor shall furnish them when 
ordered. Delivery or performance shall be at locations designated in 
orders

[[Page 119]]

issued in accordance with the Ordering clause and the Schedule.
    (c) Except for any limitations on quantities in the Order 
Limitations clause or in the Schedule, there is no limit on the number 
of orders that may be issued. The Government may issue orders requiring 
delivery to multiple destinations or performance at multiple locations.
    (d) Any order issued during the effective period of this contract 
and not completed within that time shall be completed by the Contractor 
within the time specified in the order. The contract shall govern the 
Contractor's and Government's rights and obligations with respect to 
that order to the same extent as if the order were completed during the 
contract's effective period; provided, that the Contractor shall not be 
required to make any deliveries under this contract after ---- [insert 
date].

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 49727, Sept. 26, 1995]



Sec. 52.216-21  Requirements.

    As prescribed in 16.506(d), insert the following clause:

                         Requirements (OCT 1995)

    (a) This is a requirements contract for the supplies or services 
specified, and effective for the period stated, in the Schedule. The 
quantities of supplies or services specified in the Schedule are 
estimates only and are not purchased by this contract. Except as this 
contract may otherwise provide, if the Government's requirements do not 
result in orders in the quantities described as estimated or maximum in 
the Schedule, that fact shall not constitute the basis for an equitable 
price adjustment.
    (b) Delivery or performance shall be made only as authorized by 
orders issued in accordance with the Ordering clause. Subject to any 
limitations in the Order Limitations clause or elsewhere in this 
contract, the Contractor shall furnish to the Government all supplies or 
services specified in the Schedule and called for by orders issued in 
accordance with the Ordering clause. The Government may issue orders 
requiring delivery to multiple destinations or performance at multiple 
locations.
    (c) Except as this contract otherwise provides, the Government shall 
order from the Contractor all the supplies or services specified in the 
Schedule that are required to be purchased by the Government activity or 
activities specified in the Schedule.
    (d) The Government is not required to purchase from the Contractor 
requirements in excess of any limit on total orders under this contract.
    (e) If the Government urgently requires delivery of any quantity of 
an item before the earliest date that delivery may be specified under 
this contract, and if the Contractor will not accept an order providing 
for the accelerated delivery, the Government may acquire the urgently 
required goods or services from another source.
    (f) Any order issued during the effective period of this contract 
and not completed within that period shall be completed by the 
Contractor within the time specified in the order. The contract shall 
govern the Contractor's and Government's rights and obligations with 
respect to that order to the same extent as if the order were completed 
during the contract's effective period; provided, that the Contractor 
shall not be required to make any deliveries under this contract after 
---- [insert date].

                             (End of clause)

    Alternate I (APR 1984). If the requirements contract is for 
nonpersonal services and related supplies and covers estimated 
requirements that exceed a specific Government activity's internal 
capability to produce or perform, substitute the following paragraph (c) 
for paragraph (c) of the basic clause:

    (c) The estimated quantities are not the total requirements of the 
Government activity specified in the Schedule, but are estimates of 
requirements in excess of the quantities that the activity may itself 
furnish within its own capabilities. Except as this contract otherwise 
provides, the Government shall order from the Contractor all of that 
activity's requirements for supplies and services specified in the 
Schedule that exceed the quantities that the activity may itself furnish 
within its own capabilities.

    Alternate II (APR 1984). If the requirements contract includes 
subsistence for both Government use and resale in the same Schedule, and 
similar products may be acquired on a brand-name basis, add the 
following paragraph (g) to the basic clause:

    (g) The requirements referred to in this contract are for items to 
be manufactured according to Government specifications. Notwithstanding 
anything to the contrary stated in the contract, the Government may 
acquire similar products by brand name from other sources for resale.

    Alternate III (OCT 1995). If the requirements contract involves a 
partial small business set-aside, substitute the following paragraph (c) 
for paragraph (c) of the basic clause:


[[Page 120]]


    (c) The Government's requirements for each item or subitem of 
supplies or services described in the Schedule are being purchased 
through one non-set-aside contract and one set-aside contract. 
Therefore, the Government shall order from each Contractor approximately 
one-half of the total supplies or services specified in the Schedule 
that are required to be purchased by the specified Government activity 
or activities. The Government may choose between the set-aside 
Contractor and the non-set-aside Contractor in placing any particular 
order. However, the Government shall allocate successive orders, in 
accordance with its delivery requirements, to maintain as close a ratio 
as is reasonably practicable between the total quantities ordered from 
the two Contractors.

    Alternate IV (OCT 1995). If the contract includes subsistence for 
both Government use and resale in the same Schedule and similar products 
may be acquired on a brand-name basis and the contract also involves a 
partial small business set-aside, substitute the following paragraph (c) 
for paragraph (c) of the basic clause and add the following paragraph 
(g) to the basic clause:

    (c) The Government's requirements for each item or subitem of 
supplies or services described in the Schedule are being purchased 
through one non-set-aside contract and one set-aside contract. 
Therefore, the Government shall order from each Contractor approximately 
one-half of the total supplies or services specified in the Schedule 
that are required to be purchased by the specified Government activity 
or activities. The Government may choose between the set-aside 
Contractor and the non-set-aside Contractor in placing any particular 
order. However, the Government shall allocate successive orders, in 
accordance with its delivery requirements, to maintain as close a ratio 
as is reasonably practicable between the total quantities ordered from 
the two Contractors.
    (g) The requirements referred to in this contract are for items to 
be manufactured according to the Government specifications. 
Notwithstanding anything to the contrary stated in the contract, the 
Government may acquire similar products by brand name from other sources 
for resale.

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 48264, Sept. 18, 1995; 
60 FR 49727, Sept. 26, 1995]



Sec. 52.216-22  Indefinite Quantity.

    As prescribed in 16.506(e), insert the following clause:

                     Indefinite Quantity (OCT 1995)

    (a) This is an indefinite-quantity contract for the supplies or 
services specified, and effective for the period stated, in the 
Schedule. The quantities of supplies and services specified in the 
Schedule are estimates only and are not purchased by this contract.
    (b) Delivery or performance shall be made only as authorized by 
orders issued in accordance with the Ordering clause. The Contractor 
shall furnish to the Government, when and if ordered, the supplies or 
services specified in the Schedule up to and including the quantity 
designated in the Schedule as the maximum. The Government shall order at 
least the quantity of supplies or services designated in the Schedule as 
the minimum.
    (c) Except for any limitations on quantities in the Order 
Limitations clause or in the Schedule, there is no limit on the number 
of orders that may be issued. The Government may issue orders requiring 
delivery to multiple destinations or performance at multiple locations.
    (d) Any order issued during the effective period of this contract 
and not completed within that period shall be completed by the 
Contractor within the time specified in the order. The contract shall 
govern the Contractor's and Government's rights and obligations with 
respect to that order to the same extent as if the order were completed 
during the contract's effective period; provided, that the Contractor 
shall not be required to make any deliveries under this contract after 
---- [insert date].

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 38518, Sept. 18, 1990; 
60 FR 49727, Sept. 26, 1995]



Sec. 52.216-23  Execution and Commencement of Work.

    As prescribed in 16.603-4(b)(1), insert the following clause in 
solicitations and contracts when a letter contract is contemplated, 
except that it may be omitted from letter contracts awarded on SF 26:

              Execution and Commencement of Work (APR 1984)

    The Contractor shall indicate acceptance of this letter contract by 
signing three copies of the contract and returning them to the 
Contracting Officer not later than ---- [insert date]. Upon acceptance 
by both parties, the Contractor shall proceed with performance of the 
work, including purchase of necessary materials.

[[Page 121]]

                             (End of clause)



Sec. 52.216-24  Limitation of Government Liability.

    As prescribed in 16.603-4(b)(2), insert the following clause in 
solicitations and contracts when a letter contract is contemplated:

              Limitation of Government Liability (APR 1984)

    (a) In performing this contract, the Contractor is not authorized to 
make expenditures or incur obligations exceeding ---- dollars.
    (b) The maximum amount for which the Government shall be liable if 
this contract is terminated is ---- dollars.

                             (End of clause)



Sec. 52.216-25  Contract Definitization.

    As prescribed in 16.603-4(b)(3), insert the following clause:

                   Contract Definitization (OCT 2010)

    (a) A -------- [insert specific type of contract] definitive 
contract is contemplated. The Contractor agrees to begin promptly 
negotiating with the Contracting Officer the terms of a definitive 
contract that will include (1) all clauses required by the Federal 
Acquisition Regulation (FAR) on the date of execution of the letter 
contract, (2) all clauses required by law on the date of execution of 
the definitive contract, and (3) any other mutually agreeable clauses, 
terms, and conditions. The Contractor agrees to submit a -------- 
[insert specific type of proposal (e.g., fixed-price or cost-and-fee)] 
proposal, including data other than certified cost or pricing data, and 
certified cost or pricing data, in accordance with FAR 15.408, Table 15-
2, supporting its proposal.
    (b) The schedule for definitizing this contract is [insert target 
date for definitization of the contract and dates for submission of 
proposal, beginning of negotiations, and, if appropriate, submission of 
make-or-buy and subcontracting plans and certified cost or pricing 
data]:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
    (c) If agreement on a definitive contract to supersede this letter 
contract is not reached by the target date in paragraph (b) above, or 
within any extension of it granted by the Contracting Officer, the 
Contracting Officer may, with the approval of the head of the 
contracting activity, determine a reasonable price or fee in accordance 
with subpart 15.4 and part 31 of the FAR, subject to Contractor appeal 
as provided in the Disputes clause. In any event, the Contractor shall 
proceed with completion of the contract, subject only to the Limitation 
of Government Liability clause.
    (1) After the Contracting Officer's determination of price or fee, 
the contract shall be governed by--
    (i) All clauses required by the FAR on the date of execution of this 
letter contract for either fixed-price or cost-reimbursement contracts, 
as determined by the Contracting Officer under this paragraph (c);
    (ii) All clauses required by law as of the date of the Contracting 
Officer's determination; and
    (iii) Any other clauses, terms, and conditions mutually agreed upon.
    (2) To the extent consistent with subparagraph (c)(1) above, all 
clauses, terms, and conditions included in this letter contract shall 
continue in effect, except those that by their nature apply only to a 
letter contract.

                             (End of clause)

    Alternate I (APR 1984). In letter contracts awarded on the basis of 
price competition, add the following paragraph (d) to the basic clause:

    (d) The definitive contract resulting from this letter contract will 
include a negotiated ---- [insert price ceiling or firm fixed price] in 
no event to exceed ---- [insert the proposed price upon which the award 
was based].

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 48221, Sept. 18, 1995; 
62 FR 51271, Sept. 30, 1997; 75 FR 53152, Aug. 30, 2010]



Sec. 52.216-26  Payments of Allowable Costs Before Definitization.

    As prescribed in 16.603-4(c), insert the following clause:

      Payments of Allowable Costs Before Definitization (DEC 2002)

    (a) Reimbursement rate. Pending the placing of the definitive 
contract referred to in this letter contract, the Government will 
promptly reimburse the Contractor for all allowable costs under this 
contract at the following rates:
    (1) One hundred percent of approved costs representing financing 
payments to subcontractors under fixed-price subcontracts, provided that 
the Government's payments to the Contractor will not exceed 80 percent 
of the allowable costs of those subcontractors.
    (2) One hundred percent of approved costs representing cost-
reimbursement subcontracts; provided, that the Government's payments to 
the Contractor shall not exceed 85 percent of the allowable costs of 
those subcontractors.
    (3) Eighty-five percent of all other approved costs.

[[Page 122]]

    (b) Limitation of reimbursement. To determine the amounts payable to 
the Contractor under this letter contract, the Contracting Officer shall 
determine allowable costs in accordance with the applicable cost 
principles in part 31 of the Federal Acquisition Regulation (FAR). The 
total reimbursement made under this paragraph shall not exceed 85 
percent of the maximum amount of the Government's liability, as stated 
in this contract.
    (c) Invoicing. Payments shall be made promptly to the Contractor 
when requested as work progresses, but (except for small business 
concerns) not more often than every 2 weeks, in amounts approved by the 
Contracting Officer. The Contractor may submit to an authorized 
representative of the Contracting Officer, in such form and reasonable 
detail as the representative may require, an invoice or voucher 
supported by a statement of the claimed allowable cost incurred by the 
Contractor in the performance of this contract.
    (d) Allowable costs. For the purpose of determining allowable costs, 
the term costs includes--
    (1) Those recorded costs that result, at the time of the request for 
reimbursement, from payment by cash, check, or other form of actual 
payment for items or services purchased directly for the contract;
    (2) When the Contractor is not delinquent in payment of costs of 
contract performance in the ordinary course of business, costs incurred, 
but not necessarily paid, for--
    (i) Supplies and services purchased directly for the contract and 
associated financing payments to subcontractors, provided payments 
determined due will be made--
    (A) In accordance with the terms and conditions of a subcontract or 
invoice; and
    (B) Ordinarily within 30 days of the submission of the Contractor's 
payment request to the Government;
    (ii) Materials issued from the Contractor's stores inventory and 
placed in the production process for use on the contract;
    (iii) Direct labor;
    (iv) Direct travel;
    (v) Other direct in-house costs; and
    (vi) Properly allocable and allowable indirect costs as shown on the 
records maintained by the Contractor for purposes of obtaining 
reimbursement under Government contracts; and
    (3) The amount of financing payments that the Contractor has paid by 
cash, check, or other forms of payment to subcontractors.
    (e) Small business concerns. A small business concern may receive 
more frequent payments than every 2 weeks.
    (f) Audit. At any time before final payment, the Contracting Officer 
may have the Contractor's invoices or vouchers and statements of costs 
audited. Any payment may be (1) reduced by any amounts found by the 
Contracting Officer not to constitute allowable costs or (2) adjusted 
for overpayments or underpayments made on preceding invoices or 
vouchers.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 65 FR 16283, Mar. 27, 2000; 
67 FR 70521, Nov. 22, 2002]



Sec. 52.216-27  Single or Multiple Awards.

    As prescribed in 16.506(f), insert the following provision:

                  Single or Multiple Awards (OCT 1995)

    The Government may elect to award a single delivery order contract 
or task order contract or to award multiple delivery order contracts or 
task order contracts for the same or similar supplies or services to two 
or more sources under this solicitation.

                           (End of provision)

[60 FR 49727, Sept. 26, 1995]



Sec. 52.216-28  Multiple Awards for Advisory and Assistance Services.

    As prescribed in 16.506(g), insert the following provision:

     Multiple Awards for Advisory and Assistance Services (OCT 1995)

    The Government intends to award multiple contracts for the same or 
similar advisory and assistance services to two or more sources under 
this solicitation unless the Government determines, after evaluation of 
offers, that only one offeror is capable of providing the services at 
the level of quality required.

                           (End of provision)

[60 FR 49728, Sept. 26, 1995]



Sec. 52.216-29  Time-and-Materials/Labor-Hour Proposal Requirements--

          Non-Commercial Item Acquisition With Adequate Price 

          Competition.

    As prescribed in 16.601(e)(1), insert the following provision:

Time-and-Materials/Labor-Hour Proposal Requirements--Non-Commercial Item 
         Acquisition With Adequate Price Competition (FEB 2007)

    (a) The Government contemplates award of a Time-and-Materials or 
Labor-Hour type of contract resulting from this solicitation.
    (b) The offeror must specify fixed hourly rates in its offer that 
include wages, overhead, general and administrative expenses,

[[Page 123]]

and profit. The offeror must specify whether the fixed hourly rate for 
each labor category applies to labor performed by--
    (1) The offeror;
    (2) Subcontractors; and/or
    (3) Divisions, subsidiaries, or affiliates of the offeror under a 
common control;
    (c) The offeror must establish fixed hourly rates using--
    (1) Separate rates for each category of labor to be performed by 
each subcontractor and for each category of labor to be performed by the 
offeror, and for each category of labor to be transferred between 
divisions, subsidiaries, or affiliates of the offeror under a common 
control;
    (2) Blended rates for each category of labor to be performed by the 
offeror, including labor transferred between divisions, subsidiaries, or 
affiliates of the offeror under a common control, and all 
subcontractors; or
    (3) Any combination of separate and blended rates for each category 
of labor to be performed by the offeror, affiliates of the offeror under 
a common control, and subcontractors.

                           (End of provision)

[71 FR 74665, Dec. 12, 2006]



Sec. 52.216-30  Time-and-Materials/Labor-Hour Proposal Requirements--

          Non-Commercial Item Acquisition without Adequate Price 

          Competition.

    As prescribed in 16.601(e)(2), insert the following provision:

Time-and-Materials/Labor-Hour Proposal Requirements--Non-Commercial Item 
        Acquisition Without Adequate Price Competition (FEB 2007)

    (a) The Government contemplates award of a Time-and-Materials or 
Labor-Hour type of contract resulting from this solicitation.
    (b) The offeror must specify separate fixed hourly rates in its 
offer that include wages, overhead, general and administrative expenses, 
and profit for each category of labor to be performed by--
    (1) The offeror;
    (2) Each subcontractor; and
    (3) Each division, subsidiary, or affiliate of the offeror under a 
common control.
    (c) Unless exempt under paragraph (d) of this provision, the fixed 
hourly rates for services transferred between divisions, subsidiaries, 
or affiliates of the offeror under a common control--
    (1) Shall not include profit for the transferring organization; but
    (2) May include profit for the prime Contractor.
    (d) The fixed hourly rates for services that meet the definition of 
commercial item at 2.101 that are transferred between divisions, 
subsidiaries, or affiliates of the offeror under a common control may be 
the established catalog or market rate when it is the established 
practice of the transferring organization to price interorganizational 
transfers at other than cost for commercial work of the offeror or any 
division, subsidiary or affiliate of the offeror under a common control.

                           (End of provision)

[71 FR 74665, Dec. 12, 2006]



Sec. 52.216-31  Time-and-Materials/Labor-Hour Proposal Requirements--

          Commercial Item Acquisition.

    As prescribed in 16.601(e)(3), insert the following provision:

  Time-and-Materials/Labor-Hour Proposal Requirements--Commercial Item 
                         Acquisition (FEB 2007)

    (a) The Government contemplates award of a Time-and-Materials or 
Labor-Hour type of contract resulting from this solicitation.
    (b) The offeror must specify fixed hourly rates in its offer that 
include wages, overhead, general and administrative expenses, and 
profit. The offeror must specify whether the fixed hourly rate for each 
labor category applies to labor performed by--
    (1) The offeror;
    (2) Subcontractors; and/or
    (3) Divisions, subsidiaries, or affiliates of the offeror under a 
common control.

                           (End of provision)

[71 FR 74665, Dec. 12, 2006, as amended at 72 FR 6882, Feb. 13, 2007]



Sec. 52.217-1  [Reserved]



Sec. 52.217-2  Cancellation Under Multiyear Contracts.

    As prescribed in 17.109(a), insert the following clause:

            Cancellation Under Multiyear Contracts (OCT 1997)

    (a) Cancellation, as used in this clause, means that the Government 
is canceling its requirements for all supplies or services in program 
years subsequent to that in which notice of cancellation is provided. 
Cancellation shall occur by the date or within the time period specified 
in the Schedule, unless a later date is agreed to, if the Contracting 
Officer (1) notifies the Contractor that funds are not available for 
contract performance for any subsequent program year, or (2) fails to 
notify the Contractor that funds are available for performance of the 
succeeding program year requirement.

[[Page 124]]

    (b) Except for cancellation under this clause or termination under 
the Default clause, any reduction by the Contracting Officer in the 
requirements of this contract shall be considered a termination under 
the Termination for Convenience of the Government clause.
    (c) If cancellation under this clause occurs, the Contractor will be 
paid a cancellation charge not over the cancellation ceiling specified 
in the Schedule as applicable at the time of cancellation.
    (d) The cancellation charge will cover only (1) costs (i) incurred 
by the Contractor and/or subcontractor, (ii) reasonably necessary for 
performance of the contract, and (iii) that would have been equitably 
amortized over the entire multiyear contract period but, because of the 
cancellation, are not so amortized, and (2) a reasonable profit or fee 
on the costs.
    (e) The cancellation charge shall be computed and the claim made for 
it as if the claim were being made under the Termination for Convenience 
of the Government clause of this contract. The Contractor shall submit 
the claim promptly but no later than 1 year from the date (1) of 
notification of the nonavailability of funds, or (2) specified in the 
Schedule by which notification of the availability of additional funds 
for the next succeeding program year is required to be issued, whichever 
is earlier, unless extensions in writing are granted by the Contracting 
Officer.
    (f) The Contractor's claim may include--
    (1) Reasonable nonrecurring costs (see Subpart 15.4 of the Federal 
Acquisition Regulation) which are applicable to and normally would have 
been amortized in all supplies or services which are multiyear 
requirements;
    (2) Allocable portions of the costs of facilities acquired or 
established for the conduct of the work, to the extent that it is 
impracticable for the Contractor to use the facilities in its commercial 
work, and if the costs are not charged to the contract through overhead 
or otherwise depreciated;
    (3) Costs incurred for the assembly, training, and transportation to 
and from the job site of a specialized work force; and
    (4) Costs not amortized solely because the cancellation had 
precluded anticipated benefits of Contractor or subcontractor learning.
    (g) The claim shall not include--
    (1) Labor, material, or other expenses incurred by the Contractor or 
subcontractors for performance of the canceled work;
    (2) Any cost already paid to the Contractor;
    (3) Anticipated profit or unearned fee on the canceled work; or
    (4) For service contracts, the remaining useful commercial life of 
facilities. Useful commercial life means the commercial utility of the 
facilities rather than their physical life with due consideration given 
to such factors as location of facilities, their specialized nature, and 
obsolescence.
    (h) This contract may include an Option clause with the period for 
exercising the option limited to the date in the contract for 
notification that funds are available for the next succeeding program 
year. If so, the Contractor agrees not to include in option quantities 
any costs of a startup or nonrecurring nature that have been fully set 
forth in the contract. The Contractor further agrees that the option 
quantities will reflect only those recurring costs and a reasonable 
profit or fee necessary to furnish the additional option quantities.
    (i) Quantities added to the original contract through the Option 
clause of this contract shall be included in the quantity canceled for 
the purpose of computing allowable cancellation charges.

                             (End of clause)

[61 FR 39207, July 26, 1996, as amended at 62 FR 51271, Sept. 30, 1997]



Sec. 52.217-3  Evaluation Exclusive of Options.

    As prescribed in 17.208(a), insert a provision substantially the 
same as the following in solicitations when the solicitation includes an 
option clause and does not include one of the provisions prescribed in 
17.208 (b) or (c):

               Evaluation Exclusive of Options (OCT 1984)

    The Government will evaluate offers for award purposes by including 
only the price for the basic requirement; i.e., options will not be 
included in the evaluation for award purposes.

                           (End of provision)



Sec. 52.217-4  Evaluation of Option Exercised at Time of Contract Award.

    As prescribed in 17.208(b), insert a provision substantially the 
same as the following:

  Evaluation of Options Exercised at Time of Contract Award (JUN 1988)

    Except when it is determined in accordance with FAR 17.206(b) not to 
be in the Government's best interests, the Government will evaluate the 
total price for the basic requirement together with any option(s) 
exercised at the time of award.

                           (End of provision)

[53 FR 17860, May 18, 1988]

[[Page 125]]



Sec. 52.217-5  Evaluation of Options.

    As prescribed in 17.208(c), insert a provision substantially the 
same as the following:

                    Evaluation of Options (JUL 1990)

    Except when it is determined in accordance with FAR 17.206(b) not to 
be in the Government's best interests, the Government will evaluate 
offers for award purposes by adding the total price for all options to 
the total price for the basic requirement. Evaluation of options will 
not obligate the Government to exercise the option(s).

                           (End of provision)

[53 FR 17860, May 18, 1988, as amended at 55 FR 25532, June 21, 1990; 69 
FR 59704, Oct. 5, 2004]



Sec. 52.217-6  Option for Increased Quantity.

    As prescribed in 17.208(d), insert a clause substantially the same 
as the following:

                Option for Increased Quantity (MAR 1989)

    The Government may increase the quantity of supplies called for in 
the Schedule at the unit price specified. The Contracting Officer may 
exercise the option by written notice to the Contractor within ---- 
[insert in the clause the period of time in which the Contracting 
Officer has to exercise the option]. Delivery of the added items shall 
continue at the same rate as the like items called for under the 
contract, unless the parties otherwise agree.

                             (End of clause)

[54 FR 5058, Jan. 31, 1989]



Sec. 52.217-7  Option for Increased Quantity--Separately Priced Line 

          Item.

    As prescribed in 17.208(e), insert a clause substantially the same 
as the following:

  Option for Increased Quantity--Separately Priced Line Item (MAR 1989)

    The Government may require the delivery of the numbered line item, 
identified in the Schedule as an option item, in the quantity and at the 
price stated in the Schedule. The Contracting Officer may exercise the 
option by written notice to the Contractor within ---- [insert in the 
clause the period of time in which the Contracting Officer has to 
exercise the option]. Delivery of added items shall continue at the same 
rate that like items are called for under the contract, unless the 
parties otherwise agree.

                             (End of clause)

[54 FR 5058, Jan. 31, 1989]



Sec. 52.217-8  Option To Extend Services.

    As prescribed in 17.208(f), insert a clause substantially the same 
as the following:

                  Option To Extend Services (NOV 1999)

    The Government may require continued performance of any services 
within the limits and at the rates specified in the contract. These 
rates may be adjusted only as a result of revisions to prevailing labor 
rates provided by the Secretary of Labor. The option provision may be 
exercised more than once, but the total extention of performance 
hereunder shall not exceed 6 months. The Contracting Officer may 
exercise the option by written notice to the Contractor within-- [insert 
the period of time within which the Contracting Officer may exercise the 
option].

                             (End of clause)

[54 FR 29283, July 11, 1989, as amended at 64 51843, Sept. 24, 1999]



Sec. 52.217-9  Option To Extend the Term of the Contract.

    As prescribed in 17.208(g), insert a clause substantially the same 
as the following:

          Option To Extend the Term of the Contract (MAR 2000)

    (a) The Government may extend the term of this contract by written 
notice to the Contractor within -- [insert the period of time within 
which the Contracting Officer may exercise the option]; provided that 
the Government gives the Contractor a preliminary written notice of its 
intent to extend at least -- days [60 days unless a different number of 
days is inserted] before the contract expires. The preliminary notice 
does not commit the Government to an extension.
    (b) If the Government exercises this option, the extended contract 
shall be considered to include this option clause.
    (c) The total duration of this contract, including the exercise of 
any options under this clause, shall not exceed -- (months) (years).

[[Page 126]]

                             (End of clause)

[54 FR 5058, Jan. 31, 1989, as amended at 64 FR 51843, Sept. 24, 1999; 
65 FR 16286, Mar. 27, 2000]



Sec. 52.218  [Reserved]



Sec. 52.219-1  Small Business Program Representations.

    As prescribed in 19.308(a)(1), insert the following provision:

            Small Business Program Representations (MAY 2004)

    (a)(1) The North American Industry Classification System (NAICS) 
code for this acquisition is--[insert NAICS code].
    (2) The small business size standard is -------- (insert size 
standard).
    (3) The small business size standard for a concern which submits an 
offer in its own name, other than on a construction or service contract, 
but which proposes to furnish a product which it did not itself 
manufacture, is 500 employees.
    (b) Representations. (1) The offeror represents as part of its offer 
that it [squ] is, [squ] is not a small business concern.
    (2) (Complete only if the offeror represented itself as a small 
business concern in paragraph (b)(1) of this provision.) The offeror 
represents, for general statistical purposes, that it [squ] is, [squ] is 
not, a small disadvantaged business concern as defined in 13 CFR 
124.1002.
    (3) (Complete only if the offeror represented itself as a small 
business concern in paragraph (b)(1) of this provision.) The offeror 
represents as part of its offer that it [squ] is, [squ] is not a women-
owned small business concern.
    (4) [Complete only if the offeror represented itself as a small 
business concern in paragraph (b)(1) of this provision.] The offeror 
represents as part of its offer that it [ ] is, [ ] is not a veteran-
owned small business concern.
    (5) [Complete only if the offeror represented itself as a veteran-
owned small business concern in paragraph (b)(4) of this provision.] The 
offeror represents as part of its offer that it [ ] is, [ ] is not a 
service-disabled veteran-owned small business concern.
    (6) [Complete only if the offeror represented itself as a small 
business concern in paragraph (b)(1) of this provision.] The offeror 
represents, as part of its offer, that--
    (i) It [ ] is, [ ] is not a HUBZone small business concern listed, 
on the date of this representation, on the List of Qualified HUBZone 
Small Business Concerns maintained by the Small Business Administration, 
and no material change in ownership and control, principal office, or 
HUBZone employee percentage has occurred since it was certified by the 
Small Business Administration in accordance with 13 CFR part 126; and
    (ii) It [ ] is, [ ] is not a joint venture that complies with the 
requirements of 13 CFR part 126, and the representation in paragraph 
(b)(6)(i) of this provision is accurate for the HUBZone small business 
concern or concerns that are participating in the joint venture. [The 
offeror shall enter the name or names of the HUBZone small business 
concern or concerns that are participating in the joint venture:--------
----.] Each HUBZone small business concern participating in the joint 
venture shall submit a separate signed copy of the HUBZone 
representation.
    (c) Definitions. As used in this provision--
    Service-disabled veteran-owned small business concern--
    (1) Means a small business concern--
    (i) Not less than 51 percent of which is owned by one or more 
service-disabled veterans or, in the case of any publicly owned 
business, not less than 51 percent of the stock of which is owned by one 
or more service-disabled veterans; and
    (ii) The management and daily business operations of which are 
controlled by one or more service-disabled veterans or, in the case of a 
service-disabled veteran with permanent and severe disability, the 
spouse or permanent caregiver of such veteran.
    (2) Service-disabled veteran means a veteran, as defined in 38 
U.S.C. 101(2), with a disability that is service-connected, as defined 
in 38 U.S.C. 101(16).
    Small business concern means a concern, including its affiliates, 
that is independently owned and operated, not dominant in the field of 
operation in which it is bidding on Government contracts, and qualified 
as a small business under the criteria in 13 CFR part 121 and the size 
standard in paragraph (a) of this provision.
    Veteran-owned small business concern means a small business 
concern--
    (1) Not less than 51 percent of which is owned by one or more 
veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any 
publicly owned business, not less than 51 percent of the stock of which 
is owned by one or more veterans; and
    (2) The management and daily business operations of which are 
controlled by one or more veterans.
    Women-owned small business concern means a small business concern--
    (1) That is at least 51 percent owned by one or more women; or, in 
the case of any publicly owned business, at least 51 percent of the 
stock of which is owned by one or more women; and
    (2) Whose management and daily business operations are controlled by 
one or more women.
    (d) Notice. (1) If this solicitation is for supplies and has been 
set aside, in whole or in part, for small business concerns, then the

[[Page 127]]

clause in this solicitation providing notice of the set-aside contains 
restrictions on the source of the end items to be furnished.
    (2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's 
status as a small, HUBZone small, small disadvantaged, or women-owned 
small business concern in order to obtain a contract to be awarded under 
the preference programs established pursuant to section 8(a), 8(d), 9, 
or 15 of the Small Business Act or any other provision of Federal law 
that specifically references section 8(d) for a definition of program 
eligibility, shall--
    (i) Be punished by imposition of fine, imprisonment, or both;
    (ii) Be subject to administrative remedies, including suspension and 
debarment; and
    (iii) Be ineligible for participation in programs conducted under 
the authority of the Act.

                           (End of provision)

    Alternate I (OCT 2002). As prescribed in 19.307(a)(2), add the 
following paragraph (b)(7) to the basic provision:

    (7) [Complete if offeror represented itself as disadvantaged in 
paragraph (b)(2) of this provision.] The offeror shall check the 
category in which its ownership falls:
    ---- Black American.
    ---- Hispanic American.
    ---- Native American (American Indians, Eskimos, Aleuts, or Native 
Hawaiians).
    ---- Asian-Pacific American (persons with origins from Burma, 
Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, 
Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust 
Territory of the Pacific Islands (Republic of Palau), Republic of the 
Marshall Islands, Federated States of Micronesia, the Commonwealth of 
the Northern Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji, 
Tonga, Kiribati, Tuvalu, or Nauru).
    ---- Subcontinent Asian (Asian-Indian) American (persons with 
origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the 
Maldives Islands, or Nepal).
    ---- Individual/concern, other than one of the preceding.

[60 FR 48264, Sept. 18, 1995, as amended at 61 FR 67422, Dec. 20, 1996; 
62 FR 238, Jan. 2, 1997; 63 FR 9069, Feb. 23, 1998; 63 FR 35725, June 
30, 1998; 63 FR 70274, Dec. 18, 1998; 64 FR 10533, Mar. 4, 1999; 64 FR 
32749, June 17, 1999; 64 FR 51832, Sept. 24, 1999; 65 FR 46058, July 26, 
2000; 65 FR 60546, Oct. 11, 2000; 66 FR 2134, Jan. 10, 2001; 67 FR 
13066, Mar. 20, 2002; 69 FR 25279, May 5, 2004; 69 FR 76358, Dec. 20, 
2004]



Sec. 52.219-2  Equal Low Bids.

    As prescribed in 19.308(c), insert the following provision:

                        Equal Low Bids (OCT 1995)

    (a) This provision applies to small business concerns only.
    (b) The bidder's status as a labor surplus area (LSA) concern may 
affect entitlement to award in case of tie bids. If the bidder wishes to 
be considered for this priority, the bidder must identify, in the 
following space, the LSA in which the costs to be incurred on account of 
manufacturing or production (by the bidder or the first-tier 
subcontractors) amount to more than 50 percent of the contract price.
________________________________________________________________________

________________________________________________________________________
    (c) Failure to identify the labor surplus areas as specified in 
paragraph (b) of this provision will preclude the bidder from receiving 
priority consideration. If the bidder is awarded a contract as a result 
of receiving priority consideration under this provision and would not 
have otherwise received award, the bidder shall perform the contract or 
cause the contract to be performed in accordance with the obligations of 
an LSA concern.

                           (End of provision)

[60 FR 48265, Sept. 18, 1995, as amended at 63 FR 35725, June 30, 1998; 
63 FR 70274, Dec. 18, 1998; 69 FR 25279, May 5, 2004]



Sec. 52.219-3  Notice of total HUBZone set-aside.

    As prescribed in 19.1308(a), insert the following clause:

              Notice of Total HUBZone Set-Aside (JAN 1999)

    (a) Definition. HUBZone small business concern, as used in this 
clause, means a small business concern that appears on the List of 
Qualified HUBZone Small Business Concerns maintained by the Small 
Business Administration.
    (b) General. (1) Offers are solicited only from HUBZone small 
business concerns. Offers received from concerns that are not HUBZone 
small business concerns shall not be considered.
    (2) Any award resulting from this solicitation will be made to a 
HUBZone small business concern.
    (c) Agreement. A HUBZone small business concern agrees that in the 
performance of the contract, in the case of a contract for--
    (1) Services (except construction), at least 50 percent of the cost 
of personnel for contract performance will be spent for employees of the 
concern or employees of other HUBZone small business concerns;
    (2) Supplies (other than acquisition from a nonmanufacturer of the 
supplies), at least 50

[[Page 128]]

percent of the cost of manufacturing, excluding the cost of materials, 
will be performed by the concern or other HUBZone small business 
concerns;
    (3) General construction, at least 15 percent of the cost of the 
contract performance incurred for personnel will be spent on the 
concern's employees or the employees of other HUBZone small business 
concerns; or
    (4) Construction by special trade contractors, at least 25 percent 
of the cost of the contract performance incurred for personnel will be 
spent on the concern's employees or the employees of other HUBZone small 
business concerns.
    (d) A HUBZone joint venture agrees that, in the performance of the 
contract, the applicable percentage specified in paragraph (c) of this 
clause will be performed by the HUBZone small business participant or 
participants.
    (e) A HUBZone small business concern nonmanufacturer agrees to 
furnish in performing this contract only end items manufactured or 
produced by HUBZone small business manufacturer concerns. This paragraph 
does not apply in connection with construction or service contracts.

                             (End of clause)

[63 FR 70274, Dec. 18, 1998]



Sec. 52.219-4  Notice of price evaluation preference for HUBZone small 

          business concerns.

    As prescribed in 19.1308(b), insert the following clause:

    Notice of Price Evaluation Preference for HUBZone Small Business 
                           Concerns (JUL 2005)

    (a) Definition. HUBZone small business concern, as used in this 
clause, means a small business concern that appears on the List of 
Qualified HUBZone Small Business Concerns maintained by the Small 
Business Administration.
    (b) Evaluation preference. (1) Offers will be evaluated by adding a 
factor of 10 percent to the price of all offers, except--
    (i) Offers from HUBZone small business concerns that have not waived 
the evaluation preference; and
    (ii) Otherwise successful offers from small business concerns.
    (2) The factor of 10 percent shall be applied on a line item basis 
or to any group of items on which award may be made. Other evaluation 
factors described in the solicitation shall be applied before 
application of the factor.
    (3) A concern that is both a HUBZone small business concern and a 
small disadvantaged business concern will receive the benefit of both 
the HUBZone small business price evaluation preference and the small 
disadvantaged business price evaluation adjustment (see FAR clause 
52.219-23). Each applicable price evaluation preference or adjustment 
shall be calculated independently against an offeror's base offer.
    These individual preference amounts shall be added together to 
arrive at the total evaluated price for that offer.
    (c) Waiver of evaluation preference. A HUBZone small business 
concern may elect to waive the evaluation preference, in which case the 
factor will be added to its offer for evaluation purposes. The 
agreements in paragraph (d) of this clause do not apply if the offeror 
has waived the evaluation preference.
    [squ] Offeror elects to waive the evaluation preference.
    (d) Agreement. A HUBZone small business concern agrees that in the 
performance of the contract, in the case of a contract for
    (1) Services (except construction), at least 50 percent of the cost 
of personnel for contract performance will be spent for employees of the 
concern or employees of other HUBZone small business concerns;
    (2) Supplies (other than procurement from a nonmanufacturer of such 
supplies), at least 50 percent of the cost of manufacturing, excluding 
the cost of materials, will be performed by the concern or other HUBZone 
small business concerns;
    (3) General construction, at least 15 percent of the cost of the 
contract performance incurred for personnel will be spent on the 
concern's employees or the employees of other HUBZone small business 
concerns; or
    (4) Construction by special trade contractors, at least 25 percent 
of the cost of the contract performance incurred for personnel will be 
spent on the concern's employees or the employees of other HUBZone small 
business concerns.
    (e) A HUBZone joint venture agrees that in the performance of the 
contract, the applicable percentage specified in paragraph (d) of this 
clause will be performed by the HUBZone small business participant or 
participants.
    (f) A HUBZone small business concern nonmanufacturer agrees to 
furnish in performing this contract only end items manufactured or 
produced by HUBZone small business manufacturer concerns. This paragraph 
does not apply in connection with construction or service contracts.

                             End of clause)

[63 FR 70275, Dec. 18, 1998, as amended at 69 FR 59704, Oct. 5, 2004; 70 
FR 33661, June 8, 2005]

[[Page 129]]



Sec. 52.219-5  [Reserved]



Sec. 52.219-6  Notice of Total Small Business Set-Aside.

    As prescribed in 19.508(c), insert the following clause:

           Notice of Total Small Business Set-Aside (JUN 2003)

    (a) Definition. Small business concern, as used in this clause, 
means a concern, including its affiliates, that is independently owned 
and operated, not dominant in the field of operation in which it is 
bidding on Government contracts, and qualified as a small business under 
the size standards in this solicitation.
    (b) General. (1) Offers are solicited only from small business 
concerns. Offers received from concerns that are not small business 
concerns shall be considered nonresponsive and will be rejected.
    (2) Any award resulting from this solicitation will be made to a 
small business concern.
    (c) Agreement. A small business concern submitting an offer in its 
own name shall furnish, in performing the contract, only end items 
manufactured or produced by small business concerns in the United States 
or its outlying areas. If this procurement is processed under simplified 
acquisition procedures and the total amount of this contract does not 
exceed $25,000, a small business concern may furnish the product of any 
domestic firm. This paragraph does not apply to construction or service 
contracts.

                             (End of clause)

    Alternate I (OCT 1995). When the acquisition is for a product in a 
class for which the Small Business Administration has determined that 
there are no small business manufacturers or processors in the Federal 
market in accordance with 19.502-2(c), delete paragraph (c).
    Alternate II (MAR 2004). As prescribed in 19.508(c), substitute the 
following paragraph (b) for paragraph (b) of the basic clause:

    (b) General. (1) Offers are solicited only from small business 
concerns and Federal Prison Industries, Inc. (FPI). Offers received from 
concerns that are not small business concerns or FPI shall be considered 
nonresponsive and will be rejected.
    (2) Any award resulting from this solicitation will be made to 
either a small business concern or FPI.

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 25069, June 12, 1989; 
60 FR 48265, Sept. 18, 1995; 61 FR 39209, July 26, 1996; 68 FR 28085, 
May 22, 2003; 69 FR 16150, Mar. 26, 2004]



Sec. 52.219-7  Notice of Partial Small Business Set-Aside.

    As prescribed in 19.508(d), insert the following clause:

          Notice of Partial Small Business Set-Aside (JUN 2003)

    (a) Definitions. Small business concern, as used in this clause, 
means a concern, including its affiliates, that is independently owned 
and operated, not dominant in the field of operation in which it is 
bidding on Government contracts, and qualified as a small business under 
the size standards in this solicitation.
    (b) General. (1) A portion of this requirement, identified elsewhere 
in this solicitation, has been set aside for award to one or more small 
business concerns.
    (2) Offers on the non-set-aside portion will be evaluated first and 
award will be made on that portion in accordance with the provisions of 
this solicitation.
    (3) The set-aside portion will be awarded at the highest unit 
price(s) in the contract(s) for the non-set-aside portion, adjusted to 
reflect transportation and other costs appropriate for the selected 
contractor(s).
    (4) The contractor(s) for the set-aside portion will be selected 
from among the small business concerns that submitted responsive offers 
on the non-set-aside portion. Negotiations will be conducted with the 
concern that submitted the lowest responsive offer on the non-set-aside 
portion. If the negotiations are not successful or if only part of the 
set-aside portion is awarded to that concern, negotiations will be 
conducted with the concern that submitted the second-lowest responsive 
offer on the non-set-aside portion. This process will continue until a 
contract or contracts are awarded for the entire set-aside portion.
    (c) Agreement. For the set-aside portion of the acquisition, a small 
business concern submitting an offer in its own name shall furnish, in 
performing the contract, only end items manufactured or produced by 
small business concerns in the United States or its outlying areas. If 
this procurement is processed under simplified acquisition procedures 
and the total amount of this contract does not exceed $25,000, a small 
business concern may furnish the product of any domestic firm. This 
paragraph does not apply to construction or service contracts.

[[Page 130]]

                             (End of clause)

    Alternate I (OCT 1995). When the acquisition is for a product in a 
class for which the Small Business Administration has determined that 
there are no small business manufacturers or processors in the Federal 
market in accordance with 19.502-2(c), delete paragraph (c).
    Alternate II (MAR 2004). As prescribed in 19.508(d), add the 
following paragraph (d) to the basic clause:

    (d) Notwithstanding paragraph (b) of this clause, offers from 
Federal Prison Industries, Inc., will be solicited and considered for 
both the set-aside and non-set-aside portion of this requirement.

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 25069, June 12, 1989; 
55 FR 52798, Dec. 21, 1990; 60 FR 48265, Sept. 18, 1995; 61 FR 39209, 
July 26, 1996; 68 FR 28085, May 22, 2003; 69 FR 16150, Mar. 26, 2004]



Sec. 52.219-8  Utilization of small business concerns.

    As prescribed in 19.708(a), insert the following clause:

            Utilization of Small Business Concerns (MAY 2004)

    (a) It is the policy of the United States that small business 
concerns, veteran-owned small business concerns, service-disabled 
veteran-owned small business concerns, HUBZone small business concerns, 
small disadvantaged business concerns, and women-owned small business 
concerns shall have the maximum practicable opportunity to participate 
in performing contracts let by any Federal agency, including contracts 
and subcontracts for subsystems, assemblies, components, and related 
services for major systems. It is further the policy of the United 
States that its prime contractors establish procedures to ensure the 
timely payment of amounts due pursuant to the terms of their 
subcontracts with small business concerns, veteran-owned small business 
concerns, service-disabled veteran-owned small business concerns, 
HUBZone small business concerns, small disadvantaged business concerns, 
and women-owned small business concerns.
    (b) The Contractor hereby agrees to carry out this policy in the 
awarding of subcontracts to the fullest extent consistent with efficient 
contract performance. The Contractor further agrees to cooperate in any 
studies or surveys as may be conducted by the United States Small 
Business Administration or the awarding agency of the United States as 
may be necessary to determine the extent of the Contractor's compliance 
with this clause.
    (c) Definitions. As used in this contract--
    HUBZone small business concern means a small business concern that 
appears on the List of Qualified HUBZone Small Business Concerns 
maintained by the Small Business Administration.
    Service-disabled veteran-owned small business concern--
    (1) Means a small business concern--
    (i) Not less than 51 percent of which is owned by one or more 
service-disabled veterans or, in the case of any publicly owned 
business, not less than 51 percent of the stock of which is owned by one 
or more service-disabled veterans; and
    (ii) The management and daily business operations of which are 
controlled by one or more service-disabled veterans or, in the case of a 
service-disabled veteran with permanent and severe disability, the 
spouse or permanent caregiver of such veteran.
    (2) Service-disabled veteran means a veteran, as defined in 38 
U.S.C. 101(2), with a disability that is service-connected, as defined 
in 38 U.S.C. 101(16).
    Small business concern means a small business as defined pursuant to 
Section 3 of the Small Business Act and relevant regulations promulgated 
pursuant thereto.
    Small disadvantaged business concern means a small business concern 
that represents, as part of its offer that--
    (1) It has received certification as a small disadvantaged business 
concern consistent with 13 CFR part 124, subpart B;
    (2) No material change in disadvantaged ownership and control has 
occurred since its certification;
    (3) Where the concern is owned by one or more individuals, the net 
worth of each individual upon whom the certification is based does not 
exceed $750,000 after taking into account the applicable exclusions set 
forth at 13 CFR 124.104(c)(2); and
    (4) It is identified, on the date of its representation, as a 
certified small disadvantaged business in the database maintained by the 
Small Business Administration (PRO-Net).
    Veteran-owned small business concern means a small business 
concern--
    (1) Not less than 51 percent of which is owned by one or more 
veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any 
publicly owned business, not less than 51 percent of the stock of which 
is owned by one or more veterans; and
    (2) The management and daily business operations of which are 
controlled by one or more veterans.
    Women-owned small business concern means a small business concern--
    (1) That is at least 51 percent owned by one or more women, or, in 
the case of any publicly owned business, at least 51 percent of the 
stock of which is owned by one or more women; and

[[Page 131]]

    (2) Whose management and daily business operations are controlled by 
one or more women.
    (d) Contractors acting in good faith may rely on written 
representations by their subcontractors regarding their status as a 
small business concern, a veteran-owned small business concern, a 
service-disabled veteran-owned small business concern, a HUBZone small 
business concern, a small disadvantaged business concern, or a women-
owned small business concern.

                             (End of clause)

[63 FR 70275, Dec. 18, 1998, as amended at 64 FR 3196, Jan. 20, 1999; 64 
FR 10549, Mar. 4, 1999; 64 FR 32749, June 17, 1999; 64 FR 36224, July 2, 
1999; 65 FR 60546, Oct. 11, 2000; 69 FR 25279, May 5, 2004]



Sec. 52.219-9  Small business subcontracting plan.

    As prescribed in 19.708(b), insert the following clause:

              Small Business Subcontracting Plan (OCT 2010)

    (a) This clause does not apply to small business concerns.
    (b) Definitions. As used in this clause--
    Alaska Native Corporation (ANC) means any Regional Corporation, 
Village Corporation, Urban Corporation, or Group Corporation organized 
under the laws of the State of Alaska in accordance with the Alaska 
Native Claims Settlement Act, as amended (43 U.S.C. 1601, et seq.) and 
which is considered a minority and economically disadvantaged concern 
under the criteria at 43 U.S.C. 1626(e)(1). This definition also 
includes ANC direct and indirect subsidiary corporations, joint 
ventures, and partnerships that meet the requirements of 43 U.S.C. 
1626(e)(2).
    Commercial item means a product or service that satisfies the 
definition of commercial item in section 2.101 of the Federal 
Acquisition Regulation.
    Commercial plan means a subcontracting plan (including goals) that 
covers the offeror's fiscal year and that applies to the entire 
production of commercial items sold by either the entire company or a 
portion thereof (e.g., division, plant, or product line).
    Electronic Subcontracting Reporting System (eSRS) means the 
Governmentwide, electronic, web-based system for small business 
subcontracting program reporting. The eSRS is located at http://
www.esrs.gov.
    Indian tribe means any Indian tribe, band, group, pueblo, or 
community, including native villages and native groups (including 
corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined 
in the Alaska Native Claims Settlement Act (43 U.S.C.A. 1601 et seq.), 
that is recognized by the Federal Government as eligible for services 
from the Bureau of Indian Affairs in accordance with 25 U.S.C. 1452(c). 
This definition also includes Indian-owned economic enterprises that 
meet the requirements of 25 U.S.C. 1452(e).
    Individual contract plan means a subcontracting plan that covers the 
entire contract period (including option periods), applies to a specific 
contract, and has goals that are based on the offeror's planned 
subcontracting in support of the specific contract, except that indirect 
costs incurred for common or joint purposes may be allocated on a 
prorated basis to the contract.
    Master plan means a subcontracting plan that contains all the 
required elements of an individual contract plan, except goals, and may 
be incorporated into individual contract plans, provided the master plan 
has been approved.
    Subcontract means any agreement (other than one involving an 
employer-employee relationship) entered into by a Federal Government 
prime Contractor or subcontractor calling for supplies or services 
required for performance of the contract or subcontract.
    (c) The offeror, upon request by the Contracting Officer, shall 
submit and negotiate a subcontracting plan, where applicable, that 
separately addresses subcontracting with small business, veteran-owned 
small business, service-disabled veteran-owned small business, HUBZone 
small business concerns, small disadvantaged business, and women-owned 
small business concerns. If the offeror is submitting an individual 
contract plan, the plan must separately address subcontracting with 
small business, veteran-owned small business, service-disabled veteran-
owned small business, HUBZone small business, small disadvantaged 
business, and women-owned small business concerns, with a separate part 
for the basic contract and separate parts for each option (if any). The 
plan shall be included in and made a part of the resultant contract. The 
subcontracting plan shall be negotiated within the time specified by the 
Contracting Officer. Failure to submit and negotiate the subcontracting 
plan shall make the offeror ineligible for award of a contract.
    (d) The offeror's subcontracting plan shall include the following:
    (1) Goals, expressed in terms of percentages of total planned 
subcontracting dollars, for the use of small business, veteran-owned 
small business, service-disabled veteran-owned small business, HUBZone 
small business, small disadvantaged business, and women-owned small 
business concerns as subcontractors. The offeror shall include all 
subcontracts that contribute to contract performance, and may include a 
proportionate share of products and services that are normally allocated 
as indirect costs. In accordance with 43 U.S.C. 1626:

[[Page 132]]

    (i) Subcontracts awarded to an ANC or Indian tribe shall be counted 
towards the subcontracting goals for small business and small 
disadvantaged business (SDB) concerns, regardless of the size or Small 
Business Administration certification status of the ANC or Indian tribe.
    (ii) Where one or more subcontractors are in the subcontract tier 
between the prime contractor and the ANC or Indian tribe, the ANC or 
Indian tribe shall designate the appropriate contractor(s) to count the 
subcontract towards its small business and small disadvantaged business 
subcontracting goals.
    (A) In most cases, the appropriate Contractor is the Contractor that 
awarded the subcontract to the ANC or Indian tribe.
    (B) If the ANC or Indian tribe designates more than one Contractor 
to count the subcontract toward its goals, the ANC or Indian tribe shall 
designate only a portion of the total subcontract award to each 
Contractor. The sum of the amounts designated to various Contractors 
cannot exceed the total value of the subcontract.
    (C) The ANC or Indian tribe shall give a copy of the written 
designation to the Contracting Officer, the prime Contractor, and the 
subcontractors in between the prime Contractor and the ANC or Indian 
tribe within 30 days of the date of the subcontract award.
    (D) If the Contracting Officer does not receive a copy of the ANC's 
or the Indian tribe's written designation within 30 days of the 
subcontract award, the Contractor that awarded the subcontract to the 
ANC or Indian tribe will be considered the designated Contractor.
    (2) A statement of--
    (i) Total dollars planned to be subcontracted for an individual 
contract plan; or the offeror's total projected sales, expressed in 
dollars, and the total value of projected subcontracts to support the 
sales for a commercial plan;
    (ii) Total dollars planned to be subcontracted to small business 
concerns (including ANC and Indian tribes);
    (iii) Total dollars planned to be subcontracted to veteran-owned 
small business concerns;
    (iv) Total dollars planned to be subcontracted to service-disabled 
veteran-owned small business;
    (v) Total dollars planned to be subcontracted to HUBZone small 
business concerns;
    (vi) Total dollars planned to be subcontracted to small 
disadvantaged business concerns (including ANCs and Indian tribes); and
    (vii) Total dollars planned to be subcontracted to women-owned small 
business concerns.
    (3) A description of the principal types of supplies and services to 
be subcontracted, and an identification of the types planned for 
subcontracting to--
    (i) Small business concerns;
    (ii) Veteran-owned small business concerns;
    (iii) Service-disabled veteran-owned small business concerns;
    (iv) HUBZone small business concerns;
    (v) Small disadvantaged business concerns; and
    (vi) Women-owned small business concerns.
    (4) A description of the method used to develop the subcontracting 
goals in paragraph (d)(1) of this clause.
    (5) A description of the method used to identify potential sources 
for solicitation purposes (e.g., existing company source lists, the 
Central Contractor Registration database (CCR), veterans service 
organizations, the National Minority Purchasing Council Vendor 
Information Service, the Research and Information Division of the 
Minority Business Development Agency in the Department of Commerce, or 
small, HUBZone, small disadvantaged, and women-owned small business 
trade associations). A firm may rely on the information contained in CCR 
as an accurate representation of a concern's size and ownership 
characteristics for the purposes of maintaining a small, veteran-owned 
small, service-disabled veteran-owned small, HUBZone small, small 
disadvantaged, and women-owned small business source list. Use of CCR as 
its source list does not relieve a firm of its responsibilities (e.g., 
outreach, assistance, counseling, or publicizing subcontracting 
opportunities) in this clause.
    (6) A statement as to whether or not the offeror in included 
indirect costs in establishing subcontracting goals, and a description 
of the method used to determine the proportionate share of indirect 
costs to be incurred with--
    (i) Small business concerns (including ANC and Indian tribes);
    (ii) Veteran-owned small business concerns;
    (iii) Service-disabled veteran-owned small business concerns;
    (iv) HUBZone small business concerns;
    (v) Small disadvantaged business concerns (including ANC and Indian 
tribes); and
    (vi) Women-owned small business concerns.
    (7) The name of the individual employed by the offeror who will 
administer the offeror's subcontracting program, and a description of 
the duties of the individual.
    (8) A description of the efforts the offeror will make to assure 
that small business, veteran-owned small business, service-disabled 
veteran-owned small business, HUBZone small business, small 
disadvantaged business, and women-owned small business concerns have an 
equitable opportunity to compete for subcontracts.

[[Page 133]]

    (9) Assurances that the offeror will include the clause of this 
contract entitled ``Utilization of Small Business Concerns'' in all 
subcontracts that offer further subcontracting opportunities, and that 
the offeror will require all subcontractors (except small business 
concerns) that receive subcontracts in excess of $650,000 ($1.5 million 
for construction of any public facility) with further subcontracting 
possibilities to adopt a subcontracting plan that complies with the 
requirements of this clause.
    (10) Assurances that the offeror will--
    (i) Cooperate in any studies or surveys as may be required;
    (ii) Submit periodic reports so that the Government can determine 
the extent of compliance by the offeror with the subcontracting plan;
    (iii) Submit the Individual Subcontract Report (ISR) and/or the 
Summary Subcontract Report (SSR), in accordance with paragraph (l) of 
this clause using the Electronic Subcontracting Reporting System (eSRS) 
at http://www.esrs.gov. The reports shall provide information on 
subcontract awards to small business concerns (including ANCs and Indian 
tribes that are not small businesses), veteran-owned small business 
concerns, service-disabled veteran-owned small business concerns, 
HUBZone small business concerns, small disadvantaged business concerns 
(including ANCs and Indian tribes that have not been certified by the 
Small Business Administration as small disadvantaged businesses), women-
owned small business concerns, and Historically Black Colleges and 
Universities and Minority Institutions. Reporting shall be in accordance 
with this clause, or as provided in agency regulations;
    (iv) Ensure that its subcontractors with subcontracting plans agree 
to submit the ISR and/or the SSR using eSRS;
    (v) Provide its prime contract number, its DUNS number, and the e-
mail address of the offeror's official responsible for acknowledging 
receipt of or rejecting the ISRs, to all first-tier subcontractors with 
subcontracting plans so they can enter this information into the eSRS 
when submitting their ISRs; and
    (vi) Require that each subcontractor with a subcontracting plan 
provide the prime contract number, its own DUNS number, and the e-mail 
address of the subcontractor's official responsible for acknowledging 
receipt of or rejecting the ISRs, to its subcontractors with 
subcontracting plans.
    (11) A description of the types of records that will be maintained 
concerning procedures that have been adopted to comply with the 
requirements and goals in the plan, including establishing source lists; 
and a description of the offeror's efforts to locate small business, 
veteran-owned small business, service-disabled veteran-owned small 
business, HUBZone small business, small disadvantaged business, and 
women-owned small business concerns and award subcontracts to them. The 
records shall include at least the following (on a plant-wide or 
company-wide basis, unless otherwise indicated):
    (i) Source lists (e.g., CCR), guides, and other data that identify 
small business, veteran-owned small business, service-disabled veteran-
owned small business, HUBZone small business, small disadvantaged 
business, and women-owned small business concerns.
    (ii) Organizations contacted in an attempt to locate sources that 
are small business, veteran-owned small business, service-disabled 
veteran-owned small business, HUBZone small business, small 
disadvantaged business, or women-owned small business concerns.
    (iii) Records on each subcontract solicitation resulting in an award 
of more than $150,000, indicating--
    (A) Whether small business concerns were solicited and, if not, why 
not;
    (B) Whether veteran-owned small business concerns were solicited 
and, if not, why not;
    (C) Whether service-disabled veteran-owned small business concerns 
were solicited and, if not, why not;
    (D) Whether HUBZone small business concerns were solicited and, if 
not, why not;
    (E) Whether small disadvantaged business concerns were solicited 
and, if not, why not;
    (F) Whether women-owned small business concerns were solicited and, 
if not, why not; and
    (G) If applicable, the reason award was not made to a small business 
concern.
    (iv) Records of any outreach efforts to contact--
    (A) Trade associations;
    (B) Business development organizations;
    (C) Conferences and trade fairs to locate small, HUBZone small, 
small disadvantaged, and women-owned small business sources; and
    (D) Veterans service organizations.
    (v) Records of internal guidance and encouragement provided to 
buyers through--
    (A) Workshops, seminars, training, etc.; and
    (B) Monitoring performance to evaluate compliance with the program's 
requirements.
    (vi) On a contract-by-contract basis, records to support award data 
submitted by the offeror to the Government, including the name, address, 
and business size of each subcontractor. Contractors having commercial 
plans need not comply with this requirement.
    (e) In order to effectively implement this plan to the extent 
consistent with efficient contract performance, the Contractor shall 
perform the following functions:

[[Page 134]]

    (1) Assist small business, veteran-owned small business, service-
disabled veteran-owned small business, HUBZone small business, small 
disadvantaged business, and women-owned small business concerns by 
arranging solicitations, time for the preparation of bids, quantities, 
specifications, and delivery schedules so as to facilitate the 
participation by such concerns. Where the Contractor's lists of 
potential small business, veteran-owned small business, service-disabled 
veteran-owned small business, HUBZone small business, small 
disadvantaged business, and women-owned small business subcontractors 
are excessively long, reasonable effort shall be made to give all such 
small business concerns an opportunity to compete over a period of time.
    (2) Provide adequate and timely consideration of the potentialities 
of small business, veteran-owned small business, service-disabled 
veteran-owned small business, HUBZone small business, small 
disadvantaged business, and women-owned small business concerns in all 
``make-or-buy'' decisions.
    (3) Counsel and discuss subcontracting opportunities with 
representatives of small business, veteran-owned small business, 
service-disabled veteran-owned small business, HUBZone small business, 
small disadvantaged business, and women-owned small business firms.
    (4) Confirm that a subcontractor representing itself as a HUBZone 
small business concern is identified as a certified HUBZone small 
business concern by accessing the Central Contractor Registration (CCR) 
database or by contacting SBA.
    (5) Provide notice to subcontractors concerning penalties and 
remedies for misrepresentations of business status as small, veteran-
owned small business, HUBZone small, small disadvantaged, or women-owned 
small business for the purpose of obtaining a subcontract that is to be 
included as part or all of a goal contained in the Contractor's 
subcontracting plan.
    (f) A master plan on a plant or division-wide basis that contains 
all the elements required by paragraph (d) of this clause, except goals, 
may be incorporated by reference as a part of the subcontracting plan 
required of the offeror by this clause; provided--
    (1) The master plan has been approved,
    (2) The offeror ensures that the master plan is updated as necessary 
and provides copies of the approved master plan, including evidence of 
its approval, to the Contracting Officer, and
    (3) Goals and any deviations from the master plan deemed necessary 
by the Contracting Officer to satisfy the requirements of this contract 
are set forth in the individual subcontracting plan.
    (g) A commercial plan is the preferred type of subcontracting plan 
for contractors furnishing commercial items. The commercial plan shall 
relate to the offeror's planned subcontracting generally, for both 
commercial and Government business, rather than solely to the Government 
contract. Once the Contractor's commercial plan has been approved, the 
Government will not require another subcontracting plan from the same 
Contractor while the plan remains in effect, as long as the product or 
service being provided by the Contractor continues to meet the 
definition of a commercial item. A Contractor with a commercial plan 
shall comply with the reporting requirements stated in paragraph (d)(10) 
of this clause by submitting one SSR in eSRS for all contracts covered 
by its commercial plan. This report shall be acknowledged or rejected in 
eSRS by the Contracting Officer who approved the plan. This report shall 
be submitted within 30 days after the end of the Government's fiscal 
year.
    (h) Prior compliance of the offeror with other such subcontracting 
plans under previous contracts will be considered by the Contracting 
Officer in determining the responsibility of the offeror for award of 
the contract.
    (i) A contract may have no more than one plan. When a modification 
meets the criteria in 19.702 for a plan, or an option is exercised, the 
goals associated with the modification or option shall be added to those 
in the existing subcontract plan.
    (j) Subcontracting plans are not required from subcontractors when 
the prime contract contains the clause at 52.212-5, Contract Terms and 
Conditions Required to Implement Statutes or Executive Orders--
Commercial Items, or when the subcontractor provides a commercial item 
subject to the clause at 52.244-6, Subcontracts for Commercial Items, 
under a prime contract.
    (k) The failure of the Contractor or subcontractor to comply in good 
faith with (1) the clause of this contract entitled ``Utilization Of 
Small Business Concerns,'' or (2) an approved plan required by this 
clause, shall be a material breach of the contract.
    (l) The Contractor shall submit ISRs and SSRs using the web-based 
eSRS at http://www.esrs.gov. Purchases from a corporation, company, or 
subdivision that is an affiliate of the prime Contractor or 
subcontractor are not included in these reports. Subcontract award data 
reported by prime Contractors and subcontractors shall be limited to 
awards made to their immediate next-tier subcontractors. Credit cannot 
be taken for awards made to lower tier subcontractors, unless the 
Contractor or subcontractor has been designated to receive a small 
business or small disadvantaged business credit from an ANC or Indian 
tribe. Only subcontracts involving performance in the United States or 
its outlying areas should be included in

[[Page 135]]

these reports with the exception of subcontracts under a contract 
awarded by the State Department or any other agency that has statutory 
or regulatory authority to require subcontracting plans for subcontracts 
performed outside the United States and its outlying areas.
    (1) ISR. This report is not required for commercial plans. The 
report is required for each contract containing an individual 
subcontract plan.
    (i) The report shall be submitted semi-annually during contract 
performance for the periods ending March 31 and September 30. A report 
is also required for each contract within 30 days of contract 
completion. Reports are due 30 days after the close of each reporting 
period, unless otherwise directed by the Contracting Officer. Reports 
are required when due, regardless of whether there has been any 
subcontracting activity since the inception of the contract or the 
previous reporting period.
    (ii) When a subcontracting plan contains separate goals for the 
basic contract and each option, as prescribed by FAR 19.704(c), the 
dollar goal inserted on this report shall be the sum of the base period 
through the current option; for example, for a report submitted after 
the second option is exercised, the dollar goal would be the sum of the 
goals for the basic contract, the first option, and the second option.
    (iii) The authority to acknowledge receipt or reject the ISR 
resides--
    (A) In the case of the prime Contractor, with the Contracting 
Officer; and
    (B) In the case of a subcontract with a subcontracting plan, with 
the entity that awarded the subcontract.
    (2) SSR. (i) Reports submitted under individual contract plans--
    (A) This report encompasses all subcontracting under prime contracts 
and subcontracts with the awarding agency, regardless of the dollar 
value of the subcontracts.
    (B) The report may be submitted on a corporate, company or 
subdivision (e.g. plant or division operating as a separate profit 
center) basis, unless otherwise directed by the agency.
    (C) If a prime Contractor and/or subcontractor is performing work 
for more than one executive agency, a separate report shall be submitted 
to each executive agency covering only that agency's contracts, provided 
at least one of that agency's contracts is over $650,000 (over $1.5 
million for construction of a public facility) and contains a 
subcontracting plan. For DoD, a consolidated report shall be submitted 
for all contracts awarded by military departments/agencies and/or 
subcontracts awarded by DoD prime Contractors. However, for construction 
and related maintenance and repair, a separate report shall be submitted 
for each DoD component.
    (D) For DoD and NASA, the report shall be submitted semi-annually 
for the six months ending March 31 and the twelve months ending 
September 30. For civilian agencies, except NASA, it shall be submitted 
annually for the twelve month period ending September 30. Reports are 
due 30 days after the close of each reporting period.
    (E) Subcontract awards that are related to work for more than one 
executive agency shall be appropriately allocated.
    (F) The authority to acknowledge or reject SSRs in eSRS, including 
SSRs submitted by subcontractors with subcontracting plans, resides with 
the Government agency awarding the prime contracts unless stated 
otherwise in the contract.
    (ii) Reports submitted under a commercial plan--
    (A) The report shall include all subcontract awards under the 
commercial plan in effect during the Government's fiscal year.
    (B) The report shall be submitted annually, within thirty days after 
the end of the Government's fiscal year.
    (C) If a Contractor has a commercial plan and is performing work for 
more than one executive agency, the Contractor shall specify the 
percentage of dollars attributable to each agency from which contracts 
for commercial items were received.
    (D) The authority to acknowledge or reject SSRs for commercial plans 
resides with the Contracting Officer who approved the commercial plan.
    (iii) All reports submitted at the close of each fiscal year (both 
individual and commercial plans) shall include a Year-End Supplementary 
Report for Small Disadvantaged Businesses. The report shall include 
subcontract awards, in whole dollars, to small disadvantaged business 
concerns by North American Industry Classification System (NAICS) 
Industry Subsector. If the data are not available when the year-end SSR 
is submitted, the prime Contractor and/or subcontractor shall submit the 
Year-End Supplementary Report for Small Disadvantaged Businesses within 
90 days of submitting the year-end SSR. For a commercial plan, the 
Contractor may obtain from each of its subcontractors a predominant 
NAICS Industry Subsector and report all awards to that subcontractor 
under its predominant NAICS Industry Subsector.

                             (End of clause)

    Alternate I (OCT 2001). As prescribed in 19.708(b)(1)(i), substitute 
the following paragraph (c) for paragraph (c) of the basic clause:

    (c) The apparent low bidder, upon request by the Contracting 
Officer, shall submit a subcontracting plan, where applicable, that

[[Page 136]]

separately addresses subcontracting with small business, veteran-owned 
small business, service-disabled veteran-owned small business, HUBZone 
small business, small disadvantaged business, and women-owned small 
business concerns. If the bidder is submitting an individual contract 
plan, the plan must separately address subcontracting with small 
business, veteran-owned small business, service-disabled veteran-owned 
small business, HUBZone small business, small disadvantaged business, 
and women-owned small business concerns, with a separate part for the 
basic contract and separate parts for each option (if any). The plan 
shall be included in and made a part of the resultant contract. The 
subcontracting plan shall be submitted within the time specified by the 
Contracting Officer. Failure to submit the subcontracting plan shall 
make the bidder ineligible for the award of a contract.

    Alternate II (OCT 2001). As prescribed in 19.708(b)(1)(ii), 
substitute the following paragraph (c) for paragraph (c) of the basic 
clause:

    (c) Proposals submitted in response to this solicitation shall 
include a subcontracting plan that separately addresses subcontracting 
with small business, veteran-owned small business, service-disabled 
veteran-owned small business, HUBZone small business, small 
disadvantaged business, and women-owned small business concerns. If the 
offeror is submitting an individual contract plan, the plan must 
separately address subcontracting with small business, veteran-owned 
small business, service-disabled veteran-owned small business, HUBZone 
small business, small disadvantaged business, and women-owned small 
business concerns, with a separate part for the basic contract and 
separate parts for each option (if any). The plan shall be included in 
and made a part of the resultant contract. The subcontracting plan shall 
be negotiated within the time specified by the Contracting Officer. 
Failure to submit and negotiate a subcontracting plan shall make the 
offeror ineligible for award of a contract.

    Alternate III (JUL 2010). As prescribed in 19.708(b)(1)(iii), 
substitute the following paragraphs (d)(10) and (l) for paragraphs 
(d)(10) and (l) in the basic clause;
    (d)(10) Assurances that the offeror will--
    (i) Cooperate in any studies or surveys as may be required;
    (ii) Submit periodic reports so that the Government can determine 
the extent of compliance by the offeror with the subcontracting plan;
    (iii) Submit Standard Form (SF) 294 Subcontracting Report for 
Individual Contract in accordance with paragraph (l) of this clause. 
Submit the Summary Subcontract Report (SSR), in accordance with 
paragraph (l) of this clause using the Electronic Subcontracting 
Reporting System (eSRS) at http://www.esrs.gov. The reports shall 
provide information on subcontract awards to small business concerns 
(including ANCs and Indian tribes that are not small businesses), 
veteran-owned small business concerns, service-disabled veteran-owned 
small business concerns, HUBZone small business concerns, small 
disadvantaged business concerns (including ANCs and Indian tribes that 
have not been certified by the Small Business Administration as small 
disadvantaged businesses), women-owned small business concerns, and 
Historically Black Colleges and Universities and Minority Institutions. 
Reporting shall be in accordance with this clause, or as provided in 
agency regulations; and
    (iv) Ensure that its subcontractors with subcontracting plans agree 
to submit the SF 294 in accordance with paragraph (l) of this clause. 
Ensure that its subcontractors with subcontracting plans agree to submit 
the SSR in accordance with paragraph (l) of this clause using the eSRS.
    (l) The Contractor shall submit a SF 294. The Contractor shall 
submit SSRs using the web-based eSRS at http://www.esrs.gov. Purchases 
from a corporation, company, or subdivision that is an affiliate of the 
prime Contractor or subcontractor are not included in these reports. 
Subcontract award data reported by prime Contractors and subcontractors 
shall be limited to awards made to their immediate next-tier 
subcontractors. Credit cannot be taken for awards made to lower tier 
subcontractors, unless the Contractor or subcontractor has been 
designated to receive a small business or small disadvantaged business 
credit from an ANC or Indian tribe. Only subcontracts involving 
performance in the U.S. or its outlying areas should be included in 
these reports with the exception of subcontracts under a contract 
awarded by the State Department or any other agency that has statutory 
or regulatory authority to require subcontracting plans for subcontracts 
performed outside the United States and its outlying areas.
    (1) SF 294. This report is not required for commercial plans. The 
report is required for each contract containing an individual 
subcontract plan. For prime contractors the report shall be submitted to 
the contracting officer, or as specified elsewhere in this contract. In 
the case of a subcontract with a subcontracting plan, the report shall 
be submitted to the entity that awarded the subcontract.
    (i) The report shall be submitted semi-annually during contract 
performance for the periods ending March 31 and September 30. A report 
is also required for each contract

[[Page 137]]

within 30 days of contract completion. Reports are due 30 days after the 
close of each reporting period, unless otherwise directed by the 
Contracting Officer. Reports are required when due, regardless of 
whether there has been any subcontracting activity since the inception 
of the contract or the previous reporting period.
    (ii) When a subcontracting plan contains separate goals for the 
basic contract and each option, as prescribed by FAR 19.704(c), the 
dollar goal inserted on this report shall be the sum of the base period 
through the current option; for example, for a report submitted after 
the second option is exercised, the dollar goal would be the sum of the 
goals for the basic contract, the first option, and the second option.
    (2) SSR. (i) Reports submitted under individual contract plans--
    (A) This report encompasses all subcontracting under prime contracts 
and subcontracts with the awarding agency, regardless of the dollar 
value of the subcontracts.
    (B) The report may be submitted on a corporate, company or 
subdivision (e.g. plant or division operating as a separate profit 
center) basis, unless otherwise directed by the agency.
    (C) If a prime Contractor and/or subcontractor is performing work 
for more than one executive agency, a separate report shall be submitted 
to each executive agency covering only that agency's contracts, provided 
at least one of that agency's contracts is over $550,000 (over 
$1,000,000 for construction of a public facility) and contains a 
subcontracting plan. For DoD, a consolidated report shall be submitted 
for all contracts awarded by military departments/agencies and/or 
subcontracts awarded by DoD prime Contractors. However, for construction 
and related maintenance and repair, a separate report shall be submitted 
for each DoD component.
    (D) For DoD and NASA, the report shall be submitted semi-annually 
for the six months ending March 31 and the twelve months ending 
September 30. For civilian agencies, except NASA, it shall be submitted 
annually for the twelve-month period ending September 30. Reports are 
due 30 days after the close of each reporting period.
    (E) Subcontract awards that are related to work for more than one 
executive agency shall be appropriately allocated.
    (F) The authority to acknowledge or reject SSRs in the eSRS, 
including SSRs submitted by subcontractors with subcontracting plans, 
resides with the Government agency awarding the prime contracts unless 
stated otherwise in the contract.
    (ii) Reports submitted under a commercial plan--
    (A) The report shall include all subcontract awards under the 
commercial plan in effect during the Government's fiscal year.
    (B) The report shall be submitted annually, within thirty days after 
the end of the Government's fiscal year.
    (C) If a Contractor has a commercial plan and is performing work for 
more than one executive agency, the Contractor shall specify the 
percentage of dollars attributable to each agency from which contracts 
for commercial items were received.
    (D) The authority to acknowledge or reject SSRs for commercial plans 
resides with the Contracting Officer who approved the commercial plan.
    (iii) All reports submitted at the close of each fiscal year (both 
individual and commercial plans) shall include a Year-End Supplementary 
Report for Small Disadvantaged Businesses. The report shall include 
subcontract awards, in whole dollars, to small disadvantaged business 
concerns by North American Industry Classification System (NAICS) 
Industry Subsector. If the data are not available when the year-end SSR 
is submitted, the prime Contractor and/or subcontractor shall submit the 
Year-End Supplementary Report for Small Disadvantaged Businesses within 
90 days of submitting the year-end SSR. For a commercial plan, the 
Contractor may obtain from each of its subcontractors a predominant 
NAICS Industry Subsector and report all awards to that subcontractor 
under its predominant NAICS Industry Subsector.

[48 FR 42478, Sept. 19, 1983]

    Editorial Note: For Federal Register citations affecting Sec. 
52.219-9, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec. 52.219-10  Incentive Subcontracting Program.

    As prescribed in 19.708(c)(1), insert the following clause:

               Incentive Subcontracting Program (OCT 2001)

    (a) Of the total dollars it plans to spend under subcontracts, the 
Contractor has committed itself in its subcontracting plan to try to 
award certain percentages to small business, veteran-owned small 
business, service-disabled veteran-owned small business, HUBZone small 
business, small disadvantaged business, and women-owned small business 
concerns, respectively.
    (b) If the Contractor exceeds its subcontracting goals for small 
business, veteran-owned small business, service-disabled veteran-owned 
small business, HUBZone small business, and women-owned small business 
concerns in performing this contract, it will

[[Page 138]]

receive -- [Contracting Officer to insert the appropriate number between 
0 and 10] percent of the dollars in excess of each goal in the plan, 
unless the Contracting Officer determines that the excess was not due to 
the Contractor's efforts (e.g., a subcontractor cost overrun caused the 
actual subcontract amount to exceed that estimated in the subcontracting 
plan, or the award of subcontracts that had been planned but had not 
been disclosed in the subcontracting plan during contract negotiations). 
Determinations under this paragraph are unilateral decisions made solely 
at the discretion of the Government.
    (c) If this is a cost-plus-fixed-fee contract, the sum of the fixed 
fee and the incentive fee earned under this contract may not exceed the 
limitations in 15.404-4 of the Federal Acquisition Regulation.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 60 FR 48266, 48267, Sept. 
18, 1995; 62 FR 51271, Sept. 30, 1997; 63 FR 36125, July 1, 1998; 63 FR 
70277, Dec. 18, 1998; 64 FR 72449, Dec. 27, 1999; 65 FR 60548, Oct. 11, 
2000; 66 FR 53493, Oct. 22, 2001]



Sec. 52.219-11  Special 8(a) Contract Conditions.

    As prescribed in 19.811-3(a), insert the following clause:

               Special 8(a) Contract Conditions (FEB 1990)

    The Small Business Administration (SBA) agrees to the following:
    (a) To furnish the supplies or services set forth in this contract 
according to the specifications and the terms and conditions hereof by 
subcontracting with an eligible concern pursuant to the provisions of 
section 8(a) of the Small Business Act, as amended (15 U.S.C. 637(a)).
    (b) That in the event SBA does not award a subcontract for all or a 
part of the work hereunder, this contract may be terminated either in 
whole or in part without cost to either party.
    (c) Except for novation agreements and advance payments, delegates 
to the ---- [insert name of contracting agency] the responsibility for 
administering the subcontract to be awarded hereunder with complete 
authority to take any action on behalf of the Government under the terms 
and conditions of the subcontract; provided, however, that the ---- 
[insert name of contracting agency] shall give advance notice to the SBA 
before it issues a final notice terminating the right of a subcontractor 
to proceed with further performance, either in whole or in part, under 
the subcontract for default or for the convenience of the Government.
    (d) That payments to be made under any subcontract awarded under 
this contract will be made directly to the subcontractor by the ---- 
[insert name of contracting agency].
    (e) That the subcontractor awarded a subcontract hereunder shall 
have the right of appeal from decisions of the Contracting Officer 
cognizable under the Disputes clause of said subcontract.
    (f) To notify the [insert name of contracting agency] Contracting 
Officer immediately upon notification by the subcontractor that the 
owner or owners upon whom 8(a) eligibility was based plan to relinquish 
ownership or control of the concern.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 46009, Oct. 31, 1989; 
55 FR 3888, Feb. 5, 1990; 61 FR 67422, Dec. 20, 1996]



Sec. 52.219-12  Special 8(a) Subcontract Conditions.

    As prescribed in 19.811-3(b), insert the following clause:

             Special 8(a) Subcontract Conditions (FEB 1990)

    (a) The Small Business Administration (SBA) has entered into 
Contract No. ---- [insert number of contract] with the ---- [insert name 
of contracting agency] to furnish the supplies or services as described 
therein. A copy of the contract is attached hereto and made a part 
hereof.
    (b) The ---- [insert name of subcontractor], hereafter referred to 
as the subcontractor, agrees and acknowledges as follows:
    (1) That it will, for and on behalf of the SBA, fulfill and perform 
all of the requirements of Contract No. ---- [insert number of contract] 
for the consideration stated therein and that it has read and is 
familiar with each and every part of the contract.
    (2) That the SBA has delegated responsibility, except for novation 
agreements and advance payments, for the administration of this 
subcontract to the ---- [insert name of contracting agency] with 
complete authority to take any action on behalf of the Government under 
the terms and conditions of this contract.
    (3) That it will not subcontract the performance of any of the 
requirements of this subcontract to any lower tier subcontractor without 
the prior written approval of the SBA and the designated Contracting 
Officer of the ---- [insert name of contracting agency].
    (4) That is will notify the [insert name of contracting agency] 
Contracting Officer in writing immediately upon entering an agreement 
(either oral or written) to transfer all or part of its stock or other 
ownership interest to any other party.

[[Page 139]]

    (c) Payments, including any progress payments under this 
subcontract, will be made directly to the subcontractor by the ---- 
[insert name of contracting agency].

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 54 FR 34757, Aug. 21, 1989; 
54 FR 46009, Oct. 31, 1989; 55 FR 3889, Feb. 5, 1990; 55 FR 38518, Sept. 
18, 1990; 61 FR 67422, Dec. 20, 1996]



Sec. 52.219-13  [Reserved]



Sec. 52.219-14  Limitations on Subcontracting.

    As prescribed in 19.508(e) or 19.811-3(e), insert the following 
clause:

                Limitations on Subcontracting (DEC 1996)

    (a) This clause does not apply to the unrestricted portion of a 
partial set-aside.
    (b) By submission of an offer and execution of a contract, the 
Offeror/Contractor agrees that in performance of the contract in the 
case of a contract for--
    (1) Services (except construction). At least 50 percent of the cost 
of contract performance incurred for personnel shall be expended for 
employees of the concern.
    (2) Supplies (other than procurement from a nonmanufacturer of such 
supplies). The concern shall perform work for at least 50 percent of the 
cost of manufacturing the supplies, not including the cost of materials.
    (3) General construction. The concern will perform at least 15 
percent of the cost of the contract, not including the cost of 
materials, with its own employees.
    (4) Construction by special trade contractors. The concern will 
perform at least 25 percent of the cost of the contract, not including 
the cost of materials, with its own employees.

                             (End of clause)

[52 FR 38190, Oct. 14, 1988, as amended at 55 FR 52798, Dec. 21, 1990; 
61 FR 67411, Dec. 20, 1996; 64 FR 32749, June 17, 1999]



Sec. 52.219-15  [Reserved]



Sec. 52.219-16  Liquidated Damages--Subcontracting Plan.

    As prescribed in 19.708(b)(2), insert the following clause:

           Liquidated Damages--Subcontracting Plan (JAN 1999)

    (a) Failure to make a good faith effort to comply with the 
subcontracting plan, as used in this clause, means a willful or 
intentional failure to perform in accordance with the requirements of 
the subcontracting plan approved under the clause in this contract 
entitled ``Small Business Subcontracting Plan,'' or willful or 
intentional action to frustrate the plan.
    (b) Performance shall be measured by applying the percentage goals 
to the total actual subcontracting dollars or, if a commercial plan is 
involved, to the pro rata share of actual subcontracting dollars 
attributable to Government contracts covered by the commercial plan. If, 
at contract completion or, in the case of a commercial plan, at the 
close of the fiscal year for which the plan is applicable, the 
Contractor has failed to meet its subcontracting goals and the 
Contracting Officer decides in accordance with paragraph (c) of this 
clause that the Contractor failed to make a good faith effort to comply 
with its subcontracting plan, established in accordance with the clause 
in this contract entitled ``Small Business Subcontracting Plan,'' the 
Contractor shall pay the Government liquidated damages in an amount 
stated. The amount of probable damages attributable to the Contractor's 
failure to comply shall be an amount equal to the actual dollar amount 
by which the Contractor failed to achieve each subcontract goal.
    (c) Before the Contracting Officer makes a final decision that the 
Contractor has failed to make such good faith effort, the Contracting 
Officer shall give the Contractor written notice specifying the failure 
and permitting the Contractor to demonstrate what good faith efforts 
have been made and to discuss the matter. Failure to respond to the 
notice may be taken as an admission that no valid explanation exists. 
If, after consideration of all the pertinent data, the Contracting 
Officer finds that the Contractor failed to make a good faith effort to 
comply with the subcontracting plan, the Contracting Officer shall issue 
a final decision to that effect and require that the Contractor pay the 
Government liquidated damages as provided in paragraph (b) of this 
clause.
    (d) With respect to commercial plans, the Contracting Officer who 
approved the plan will perform the functions of the Contracting Officer 
under this clause on behalf of all agencies with contracts covered by 
the commercial plan.
    (e) The Contractor shall have the right of appeal, under the clause 
in this contract entitled Disputes, from any final decision of the 
Contracting Officer.
    (f) Liquidated damages shall be in addition to any other remedies 
that the Government may have.

                             (End of clause)

[54 FR 30710, July 21, 1989, as amended at 60 FR 48267, Sept. 18, 1995; 
63 FR 34068, June 22, 1998; 63 FR 70277, Dec. 18, 1998]

[[Page 140]]



Sec. 52.219-17  Section 8(a) Award.

    As prescribed in 19.811-3(c), insert the following clause:

                      Section 8(a) Award (DEC 1996)

    (a) By execution of a contract, the Small Business Administration 
(SBA) agrees to the following:
    (1) To furnish the supplies or services set forth in the contract 
according to the specifications and the terms and conditions by 
subcontracting with the Offeror who has been determined an eligible 
concern pursuant to the provisions of section 8(a) of the Small Business 
Act, as amended (15 U.S.C. 637(a)).
    (2) Except for novation agreements and advance payments, delegates 
to the ---- (insert name of contracting activity) the responsibility for 
administering the contract with complete authority to take any action on 
behalf of the Government under the terms and conditions of the contract; 
provided, however that the contracting agency shall give advance notice 
to the SBA before it issues a final notice terminating the right of the 
subcontractor to proceed with further performance, either in whole or in 
part, under the contract.
    (3) That payments to be made under the contract will be made 
directly to the subcontractor by the contracting activity.
    (4) To notify the [insert name of contracting agency] Contracting 
Officer immediately upon notification by the subcontractor that the 
owner or owners upon whom 8(a) eligibility was based plan to relinquish 
ownership or control of the concern.
    (5) That the subcontractor awarded a subcontract hereunder shall 
have the right of appeal from decisions of the cognizant Contracting 
Officer under the ``Disputes'' clause of the subcontract.
    (b) The offeror/subcontractor agrees and acknowledges that it will, 
for and on behalf of the SBA, fulfill and perform all of the 
requirements of the contract.
    (c) The offeror/subcontractor agrees that it will not subcontract 
the performance of any of the requirements of this subcontract to any 
lower tier subcontractor without the prior written approval of the SBA 
and the cognizant Contracting Officer of the ------ [insert name of 
contracting agency].

                             (End of clause)

[54 FR 46009, Oct. 31, 1989, as amended at 55 FR 3889, Feb. 5, 1990; 61 
FR 67422, Dec. 20, 1996]



Sec. 52.219-18  Notification of Competition Limited to Eligible 8(a) 

          Concerns.

    As prescribed in 19.811-3(d), insert the following clause:

Notification of Competition Limited to Eligible 8(a) Concerns (JUN 2003)

    (a) Offers are solicited only from small business concerns expressly 
certified by the Small Business Administration (SBA) for participation 
in the SBA's 8(a) Program and which meet the following criteria at the 
time of submission of offer--
    (1) The Offeror is in conformance with the 8(a) support limitation 
set forth in its approved business plan; and
    (2) The Offeror is in conformance with the Business Activity Targets 
set forth in its approved business plan or any remedial action directed 
by the SBA.
    (b) By submission of its offer, the Offeror represents that it meets 
all of the criteria set forth in paragraph (a) of this clause.
    (c) Any award resulting from this solicitation will be made to the 
Small Business Administration, which will subcontract performance to the 
successful 8(a) offeror selected through the evaluation criteria set 
forth in this solicitation.
    (d)(1) Agreement. A small business concern submitting an offer in 
its own name shall furnish, in performing the contract, only end items 
manufactured or produced by small business concerns in the United States 
or its outlying areas. If this procurement is processed under simplified 
acquisition procedures and the total amount of this contract does not 
exceed $25,000, a small business concern may furnish the product of any 
domestic firm. This paragraph does not apply to construction or service 
contracts.
    (2) The [insert name of SBA's contractor] will notify the [insert 
name of contracting agency] Contracting Officer in writing immediately 
upon entering an agreement (either oral or written) to transfer all or 
part of its stock or other ownership interest to any other party.

                             (End of clause)

    Alternate I (APR 2005). If the competition is to be limited to 8(a) 
concerns within one or more specific SBA regions or districts, add the 
following paragraph (a)(3) to paragraph (a) of the clause:

    (3) The offeror's approved business plan is on the file and serviced 
by ----------* ---------- (*Contracting Officer completes by inserting 
the appropriate SBA District and/or Regional Office(s) as identified by 
the SBA).

    Alternate II (DEC 1996). When the acquisition is for a product in a 
class for which the Small Business Administration has determined that 
there are no

[[Page 141]]

small business manufacturers or processors in the Federal market in 
accordance with 19.502-2(c), delete subparagraph (d)(1).

[54 FR 46009, Oct. 31, 1989; 54 FR 48105, Nov. 21, 1989, as amended at 
55 FR 3889, Feb. 5, 1990; 55 FR 25532, June 21, 1990; 55 FR 38518, Sept. 
18, 1990; 60 FR 48267, Sept. 18, 1995; 61 FR 39209, July 26, 1996; 61 FR 
67422, Dec. 20, 1996; 62 FR 238, Jan. 2, 1997; 62 FR 12720, Mar. 17, 
1997; 64 FR 32745, June 17, 1999; 64 FR 51850, Sept. 24, 1999; 68 FR 
28085, May 22, 2003; 70 FR 18959, Apr. 11, 2005]



Sec. 52.219-19  Small Business Concern Representation for the Small 

          Business Competitiveness Demonstration Program.

    As prescribed in 19.1008(a), insert the following provision:

      Small Business Concern Representation for the Small Business 
            Competitiveness Demonstration Program (OCT 2000)

    (a) Definition.
    Emerging small business as used in this solicitation, means a small 
business concern whose size is no greater than 50 percent of the 
numerical size standard applicable to the North American Industry 
Classification System (NAICS) code assigned to a contracting 
opportunity.
    (b) [Complete only if the Offeror has represented itself under the 
provision at 52.219-1 as a small business concern under the size 
standards of this solicitation.]
    The Offeror [squ] is, [squ] is not an emerging small business.
    (c) (Complete only if the Offeror is a small business or an emerging 
small business, indicating its size range.)
    Offeror's number of employees for the past 12 months (check this 
column if size standard stated in solicitation is expressed in terms of 
number of employees) or Offeror's average annual gross revenue for the 
last 3 fiscal years (check this column if size standard stated in 
solicitation is expressed in terms of annual receipts). (Check one of 
the following.)

 
           No. of employees                Avg. annual gross revenues
 
--50 or fewer                           --$1 million or less
--51-100                                --$1,000,001-$2 million
--101-250                               --$2,000,001-$3.5 million
--251-500                               --$3,500,001-$5 million
--501-750                               --$5,000,001-$10 million
--751-1,000                             --$10,000,001-$17 million
-- Over 1,000                           -- Over $17 million
 

                           (End of provision)

[55 FR 52798, Dec. 21, 1990, as amended at 56 FR 29138, June 25, 1991; 
62 FR 238, Jan. 2, 1997; 65 FR 46058, July 26, 2000; 67 FR 13068, Mar. 
20, 2002]



Sec. 52.219-20  Notice of Emerging Small Business Set-Aside.

    As prescribed in 19.1008(b), insert the following provision:

         Notice of Emerging Small Business Set-Aside (JAN 1991)

    Offers or quotations under this acquisition are solicited from 
emerging small business concerns only. Offers that are not from an 
emerging small business shall not be considered and shall be rejected.

                           (End of provision)

[55 FR 52799, Dec. 21, 1990, as amended at 67 FR 13068, Mar. 20, 2002]



Sec. 52.219-21  Small Business Size Representation for Targeted Industry 

          Categories Under the Small Business Competitiveness 

          Demonstration Program.

    As prescribed in 19.1008(c), insert the following provision:

  Small Business Size Representation for Targeted Industry Categories 
  Under the Small Business Competitiveness Demonstration Program (MAY 
                                  1999)

    (Complete only if the Offeror has represented itself under the 
provision at 52.219-1 as a small business concern under the size 
standards of this solicitation.)
    Offeror's number of employees for the past 12 months (check this 
column if size standard stated in solicitation is expressed in terms of 
number of employees) or Offeror's average annual gross revenue for the 
last 3 fiscal years (check this column if size standard stated in 
solicitation is expressed in terms of annual receipts). (Check one of 
the following.)

 
           No. of employees                Avg. annual gross revenues
 
--50 or fewer                           --$1 million or less
--51-100                                --$1,000,001-$2 million
--101-250                               --$2,000,001-$3.5 million
--251-500                               --$3,500,001-$5 million
--501-750                               --$5,000,001-$10 million
--751-1,000                             --$10,000,001-$17 million
-- Over 1,000                           -- Over $17 million
 

                           (End of provision)

[55 FR 52799, Dec. 21, 1990, as amended at 56 FR 29138, June 25, 1991; 
62 FR 238, Jan. 2, 1997; 64 FR 10533, Mar. 4, 1999; 67 FR 6121, Feb. 8, 
2002]



Sec. 52.219-22  Small Disadvantaged Business Status.

    As prescribed in 19.308(b), insert the following provision:

[[Page 142]]

             Small Disadvantaged Business Status (OCT 1999)

    (a) General. This provision is used to assess an offeror's small 
disadvantaged business status for the purpose of obtaining a benefit on 
this solicitation. Status as a small business and status as a small 
disadvantaged business for general statistical purposes is covered by 
the provision at FAR 52.219-1, Small Business Program Representation.
    (b) Representations.
    (1) General. The offeror represents, as part of its offer, that it 
is a small business under the size standard applicable to this 
acquisition; and either--
    [squ] (i) It has received certification by the Small Business 
Administration as a small disadvantaged business concern consistent with 
13 CFR 124, Subpart B; and
    (A) No material change in disadvantaged ownership and control has 
occurred since its certification;
    (B) Where the concern is owned by one or more disadvantaged 
individuals, the net worth of each individual upon whom the 
certification is based does not exceed $750,000 after taking into 
account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and
    (C) It is identified, on the date of its representation, as a 
certified small disadvantaged business concern in the database 
maintained by the Small Business Administration (PRO-Net); or
    [squ] (ii) It has submitted a completed application to the Small 
Business Administration or a Private Certifier to be certified as a 
small disadvantaged business concern in accordance with 13 CFR 124, 
Subpart B, and a decision on that application is pending, and that no 
material change in disadvantaged ownership and control has occurred 
since its application was submitted.
    (2)[squ]For Joint Ventures. The offeror represents, as part of its 
offer, that it is a joint venture that complies with the requirements at 
13 CFR 124.1002(f) and that the representation in paragraph (b)(1) of 
this provision is accurate for the small disadvantaged business concern 
that is participating in the joint venture. [The offeror shall enter the 
name of the small disadvantaged business concern that is participating 
in the joint venture: ------------.]
    (c) Penalties and Remedies. Anyone who misrepresents any aspects of 
the disadvantaged status of a concern for the purposes of securing a 
contract or subcontract shall:
    (1) Be punished by imposition of a fine, imprisonment, or both;
    (2) Be subject to administrative remedies, including suspension and 
debarment; and
    (3) Be ineligible for participation in programs conducted under the 
authority of the Small Business Act.

                           (End of provision)

    Alternate I (OCT 1998). As prescribed in 19.307(b), add the 
following paragraph (b)(3) to the basic provision:

    (3) Address. The offeror represents that its address --is, --is not 
in a region for which a small disadvantaged business procurement 
mechanism is authorized and its address has not changed since its 
certification as a small disadvantaged business concern or submission of 
its application for certification. The list of authorized small 
disadvantaged business procurement mechanisms and regions is posted at 
http://www.arnet.gov/References/sdbadjustments.htm. The offeror shall 
use the list in effect on the date of this solicitation. ``Address,'' as 
used in this provision, means the address of the offeror as listed on 
the Small Business Administrations register of small disadvantaged 
business concerns or the address on the completed application that the 
concern has submitted to the Small Business Administration or a Private 
Certifier in accordance with 13 CFR part 124, subpart B. For joint 
ventures, ``address'' refers to the address of the small disadvantaged 
business concern that is participating in the joint venture.

[63 FR 35725, June 30, 1998, as amended at 63 FR 52427, Sept. 30, 1998; 
63 FR 70277, Dec. 18, 1998; 64 FR 32749, June 17, 1999; 64 FR 36224, 
July 2, 1999; 69 FR 25279, May 5, 2004]



Sec. 52.219-23  Notice of Price Evaluation Adjustment for Small 

          Disadvantaged Business Concerns.

    As prescribed in 19.1104, insert the following clause:

 Notice of Price Evaluation Adjustment for Small Disadvantaged Business 
                           Concerns (OCT 2008)

    (a) Definitions. As used in this clause--
    Small disadvantaged business concern means an offeror that 
represents, as part of its offer, that it is a small business under the 
size standard applicable to this acquisition; and either--
    (1) It has received certification by the Small Business 
Administration as a small disadvantaged business concern consistent with 
13 CFR 124, subpart B; and
    (i) No material change in disadvantaged ownership and control has 
occurred since its certification;
    (ii) Where the concern is owned by one or more disadvantaged 
individuals, the net worth of each individual upon whom the 
certification is based does not exceed $750,000 after taking into 
account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

[[Page 143]]

    (iii) It is identified, on the date of its representation, as a 
certified small disadvantaged business concern in the database 
maintained by the Small Business Administration (PRO-Net).
    (2) It has submitted a completed application to the Small Business 
Administration or a Private Certifier to be certified as a small 
disadvantaged business concern in accordance with 13 CFR 124, subpart B, 
and a decision on that application is pending, and that no material 
change in disadvantaged ownership and control has occurred since its 
application was submitted. In this case, in order to receive the benefit 
of a price evaluation adjustment, an offeror must receive certification 
as a small disadvantaged business concern by the Small Business 
Administration prior to contract award; or
    (3) Is a joint venture as defined in 13 CFR 124.1002(f).
    Historically black college or university means an institution 
determined by the Secretary of Education to meet the requirements of 34 
CFR 608.2. For the Department of Defense (DoD), the National Aeronautics 
and Space Administration (NASA), and the Coast Guard, the term also 
includes any nonprofit research institution that was an integral part of 
such a college or university before November 14, 1986.
    Minority institution means an institution of higher education 
meeting the requirements of Section 365(3) of the Higher Education Act 
of 1965 (20 U.S.C. 1067k), including a Hispanic-serving institution of 
higher education, as defined in Section 502(a) of the Act (20 U.S.C. 
1101a).
    (b) Evaluation adjustment. (1) The Contracting Officer will evaluate 
offers by adding a factor of ------------------------ [Contracting 
Officer insert the percentage] percent to the price of all offers, 
except--
    (i) Offers from small disadvantaged business concerns that have not 
waived the adjustment; and
    (ii) An otherwise successful offer from a historically black college 
or university or minority institution.
    (2) The Contracting Officer will apply the factor to a line item or 
a group of line items on which award may be made. The Contracting 
Officer will apply other evaluation factors described in the 
solicitation before application of the factor. The factor may not be 
applied if using the adjustment would cause the contract award to be 
made at a price that exceeds the fair market price by more than the 
factor in paragraph (b)(1) of this clause.
    (c) Waiver of evaluation adjustment. A small disadvantaged business 
concern may elect to waive the adjustment, in which case the factor will 
be added to its offer for evaluation purposes. The agreements in 
paragraph (d) of this clause do not apply to offers that waive the 
adjustment.
    -- Offeror elects to waive the adjustment.
    (d) Agreements. (1) A small disadvantaged business concern, that did 
not waive the adjustment, agrees that in performance of the contract, in 
the case of a contract for--
    (i) Services, except construction, at least 50 percent of the cost 
of personnel for contract performance will be spent for employees of the 
concern;
    (ii) Supplies (other than procurement from a nonmanufacturer of such 
supplies), at least 50 percent of the cost of manufacturing, excluding 
the cost of materials, will be performed by the concern;
    (iii) General construction, at least 15 percent of the cost of the 
contract, excluding the cost of materials, will be performed by 
employees of the concern; or
    (iv) Construction by special trade contractors, at least 25 percent 
of the cost of the contract, excluding the cost of materials, will be 
performed by employees of the concern.
    (2) A small disadvantaged business concern submitting an offer in 
its own name shall furnish in performing this contract only end items 
manufactured or produced by small disadvantaged business concerns in the 
United States or its outlying areas. This paragraph does not apply to 
construction or service contracts.

                             (End of clause)

    Alternate I (JUN 2003). As prescribed in 19.1104, substitute the 
following paragraph (d)(2) for paragraph (d)(2) of the basic clause:

    (2) A small disadvantaged business concern submitting an offer in 
its own name shall furnish in performing this contract only end items 
manufactured or produced by small business concerns in the United States 
or its outlying areas. This paragraph does not apply to construction or 
service contracts.

    Alternate II (OCT 1998). As prescribed in 19.1104, substitute the 
following paragraph (b)(1)(i) for paragraph (b)(1)(i) of the basic 
clause:

    (i) Offers from small disadvantaged business concerns, that have not 
waived the adjustment, whose address is in a region for which an 
evaluation adjustment is authorized;

[63 FR 35725, June 30, 1998, as amended at 63 FR 52427, Sept. 30, 1998; 
64 FR 36224, July 2, 1999; 65 FR 16286, Mar. 27, 2000; 66 FR 2135, Jan. 
10, 2001; 68 FR 28085, May 22, 2003; 70 FR 33661, June 8, 2005; 70 FR 
57463, Sept. 30, 2005; 73 FR 53993, Sept. 17, 2008]

[[Page 144]]



Sec. 52.219-24  Small Disadvantaged Business Participation Program--

          Targets.

    As prescribed in 19.1204(a), insert a provision substantially the 
same as the following:

 Small Disadvantaged Business Participation Program--Targets (OCT 2000)

    (a) This solicitation contains a source selection factor or 
subfactor related to the participation of small disadvantaged business 
(SDB) concerns in the contract. Credit under that evaluation factor or 
subfactor is not available to an SDB concern that qualifies for a price 
evaluation adjustment under the clause at FAR 52.219-23, Notice of Price 
Evaluation Adjustment for Small Disadvantaged Business Concerns, unless 
the SDB concern specifically waives the price evaluation adjustment.
    (b) In order to receive credit under the source selection factor or 
subfactor, the offeror must provide, with its offer, targets, expressed 
as dollars and percentages of total contract value, for SDB 
participation in any of the North American Industry Classification 
System (NAICS) Industry Subsectors as determined by the Department of 
Commerce. The targets may provide for participation by a prime 
contractor, joint venture partner, teaming arrangement member, or 
subcontractor; however, the targets for subcontractors must be listed 
separately.

                           (End of provision)

[63 FR 36125, July 1, 1998, as amended at 65 FR 46058, July 26, 2000]



Sec. 52.219-25  Small Disadvantaged Business Participation Program--

          Disadvantaged Status and Reporting.

    As prescribed in 19.1204(b), insert the following clause:

Small Disadvantaged Business Participation Program--Disadvantaged Status 
                        and Reporting (APR 2008)

    (a) Disadvantaged status for joint venture partners, team members, 
and subcontractors. This clause addresses disadvantaged status for joint 
venture partners, teaming arrangement members, and subcontractors and is 
applicable if this contract contains small disadvantaged business (SDB) 
participation targets. The Contractor shall obtain representations of 
small disadvantaged status from joint venture partners, teaming 
arrangement members, and subcontractors through use of a provision 
substantially the same as paragraph (b)(1)(i) of the provision at FAR 
52.219-22, Small Disadvantaged Business Status. The Contractor shall 
confirm that a joint venture partner, team member, or subcontractor 
representing itself as a small disadvantaged business concern is a small 
disadvantaged business concern certified by the Small Business 
Administration by using the Central Contractor Registration database or 
by contacting the SBA's Office of Small Disadvantaged Business 
Certification and Eligibility.
    (b) Reporting requirement. If this contract contains SDB 
participation targets, the Contractor shall report on the participation 
of SDB concerns at contract completion, or as otherwise provided in this 
contract. Reporting may be on Optional Form 312, Small Disadvantaged 
Business Participation Report, in the Contractor's own format providing 
the same information, or accomplished through using the Electronic 
Subcontracting Reporting System's Small Disadvantaged Business 
Participation Report. This report is required for each contract 
containing SDB participation targets. If this contract contains an 
individual Small Business Subcontracting Plan, reports shall be 
submitted with the final Individual Subcontract Report at the completion 
of the contract.

                             (End of clause)

[63 FR 36125, July 1, 1998, as amended at 63 FR 71723, Dec. 29, 1998; 64 
FR 36225, July 2, 1999; 73 FR 21783, Apr. 22, 2008]



Sec. 52.219-26  Small Disadvantaged Business Participation Program--

          Incentive Subcontracting.

    As prescribed in 19.1204(c), insert a clause substantially the same 
as the following:

     Small Disadvantaged Business Participation Program--Incentive 
                        Subcontracting (OCT 2000)

    (a) Of the total dollars it plans to spend under subcontracts, the 
Contractor has committed itself in its offer to try to award a certain 
amount to small disadvantaged business concerns in the North American 
Industry Classification System (NAICS) Industry Subsectors as determined 
by the Department of Commerce.
    (b) If the Contractor exceeds its total monetary target for 
subcontracting to small disadvantaged business concerns in the 
authorized NAICS Industry Subsectors, it will receive -- [Contracting 
Officer to insert the appropriate number between 0 and 10] percent of 
the dollars in excess of the monetary target, unless the Contracting 
Officer determines that the excess was not due to the Contractor's 
efforts (e.g., a subcontractor cost overrun caused the actual 
subcontract amount to exceed that estimated in the offer, or the excess 
was caused by the award of subcontracts

[[Page 145]]

that had been planned but had not been disclosed in the offer during 
contract negotiations). Determinations under this paragraph are 
unilateral decisions made solely at the discretion of the Government.
    (c) If this is a cost-plus-fixed-fee contract, the sum of the fixed 
fee and the incentive fee earned under this contract may not exceed the 
limitations in subsection 15.404-4 of the Federal Acquisition 
Regulation.

                             (End of clause)

[63 FR 36125, July 1, 1998, as amended at 64 FR 72449, Dec. 27, 1999; 65 
FR 46058, July 26, 2000]



Sec. 52.219-27  Notice of Total Service-Disabled Veteran-Owned Small 

          Business Set-Aside.

    As prescribed in 19.1407, insert the following clause:

Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside 
                               (MAY 2004)

    (a) Definition. Service-disabled veteran-owned small business 
concern--
    (1) Means a small business concern--
    (i) Not less than 51 percent of which is owned by one or more 
service-disabled veterans or, in the case of any publicly owned 
business, not less than 51 percent of the stock of which is owned by one 
or more service-disabled veterans; and
    (ii) The management and daily business operations of which are 
controlled by one or more service-disabled veterans or, in the case of a 
service-disabled veteran with permanent and severe disability, the 
spouse or permanent caregiver of such veteran.
    (2) Service-disabled veteran means a veteran, as defined in 38 
U.S.C. 101(2), with a disability that is service-connected, as defined 
in 38 U.S.C. 101(16).
    (b) General. (1) Offers are solicited only from service-disabled 
veteran-owned small business concerns. Offers received from concerns 
that are not service-disabled veteran-owned small business concerns 
shall not be considered.
    (2) Any award resulting from this solicitation will be made to a 
service-disabled veteran-owned small business concern.
    (c) Agreement. A service-disabled veteran-owned small business 
concern agrees that in the performance of the contract, in the case of a 
contract for--
    (1) Services (except construction), at least 50 percent of the cost 
of personnel for contract performance will be spent for employees of the 
concern or employees of other service-disabled veteran-owned small 
business concerns;
    (2) Supplies (other than acquisition from a nonmanufacturer of the 
supplies), at least 50 percent of the cost of manufacturing, excluding 
the cost of materials, will be performed by the concern or other 
service-disabled veteran-owned small business concerns;
    (3) General construction, at least 15 percent of the cost of the 
contract performance incurred for personnel will be spent on the 
concern's employees or the employees of other service-disabled veteran-
owned small business concerns; or
    (4) Construction by special trade contractors, at least 25 percent 
of the cost of the contract performance incurred for personnel will be 
spent on the concern's employees or the employees of other service-
disabled veteran-owned small business concerns.
    (d) A joint venture may be considered a service-disabled veteran 
owned small business concern if--
    (1) At least one member of the joint venture is a service-disabled 
veteran-owned small business concern, and makes the following 
representations: That it is a service-disabled veteran-owned small 
business concern, and that it is a small business concern under the 
North American Industry Classification Systems (NAICS) code assigned to 
the procurement;
    (2) Each other concern is small under the size standard 
corresponding to the NAICS code assigned to the procurement; and
    (3) The joint venture meets the requirements of paragraph 7 of the 
explanation of Affiliates in 19.101 of the Federal Acquisition 
Regulation.
    (4) The joint venture meets the requirements of 13 CFR 125.15(b)
    (e) Any service-disabled veteran-owned small business concern 
(nonmanufacturer) must meet the requirements in 19.102(f) of the Federal 
Acquisition Regulation to receive a benefit under this program.

                             (End of clause)

[69 FR 25279, May 5, 2004]



Sec. 52.219-28  Post-Award Small Business Program Rerepresentation.

    As prescribed in 19.308(d), insert the following clause:

      Post-Award Small Business Program Rerepresentation (APR 2009)

    (a) Definitions. As used in this clause--
    Long-term contract means a contract of more than five years in 
duration, including options. However, the term does not include 
contracts that exceed five years in duration because the period of 
performance has been extended for a cumulative period not to exceed six 
months under the clause at 52.217-8, Option to Extend Services, or other 
appropriate authority.
    Small business concern means a concern, including its affiliates, 
that is independently

[[Page 146]]

owned and operated, not dominant in the field of operation in which it 
is bidding on Government contracts, and qualified as a small business 
under the criteria in 13 CFR part 121 and the size standard in paragraph 
(c) of this clause. Such a concern is ``not dominant in its field of 
operation'' when it does not exercise a controlling or major influence 
on a national basis in a kind of business activity in which a number of 
business concerns are primarily engaged. In determining whether 
dominance exists, consideration shall be given to all appropriate 
factors, including volume of business, number of employees, financial 
resources, competitive status or position, ownership or control of 
materials, processes, patents, license agreements, facilities, sales 
territory, and nature of business activity.
    (b) If the Contractor represented that it was a small business 
concern prior to award of this contract, the Contractor shall 
rerepresent its size status according to paragraph (e) of this clause 
or, if applicable, paragraph (g) of this clause, upon the occurrence of 
any of the following:
    (1) Within 30 days after execution of a novation agreement or within 
30 days after modification of the contract to include this clause, if 
the novation agreement was executed prior to inclusion of this clause in 
the contract.
    (2) Within 30 days after a merger or acquisition that does not 
require a novation or within 30 days after modification of the contract 
to include this clause, if the merger or acquisition occurred prior to 
inclusion of this clause in the contract.
    (3) For long-term contracts--
    (i) Within 60 to 120 days prior to the end of the fifth year of the 
contract; and
    (ii) Within 60 to 120 days prior to the date specified in the 
contract for exercising any option thereafter.
    (c) The Contractor shall rerepresent its size status in accordance 
with the size standard in effect at the time of this rerepresentation 
that corresponds to the North American Industry Classification System 
(NAICS) code assigned to this contract. The small business size standard 
corresponding to this NAICS code can be found at http://www.sba.gov/
services/contractingopportunities/sizestandardstopics/.
    (d) The small business size standard for a Contractor providing a 
product which it does not manufacture itself, for a contract other than 
a construction or service contract, is 500 employees.
    (e) Except as provided in paragraph (g) of this clause, the 
Contractor shall make the rerepresentation required by paragraph (b) of 
this clause by validating or updating all its representations in the 
Online Representations and Certifications Application and its data in 
the Central Contractor Registration, as necessary, to ensure that they 
reflect the Contractor's current status. The Contractor shall notify the 
contracting office in writing within the timeframes specified in 
paragraph (b) of this clause that the data have been validated or 
updated, and provide the date of the validation or update.
    (f) If the Contractor represented that it was other than a small 
business concern prior to award of this contract, the Contractor may, 
but is not required to, take the actions required by paragraphs (e) or 
(g) of this clause.
    (g) If the Contractor does not have representations and 
certifications in ORCA, or does not have a representation in ORCA for 
the NAICS code applicable to this contract, the Contractor is required 
to complete the following rerepresentation and submit it to the 
contracting office, along with the contract number and the date on which 
the rerepresentation was completed:
    The Contractor represents that it is, is not a small business 
concern under NAICS Code -------------- assigned to contract number ----
--------------.
    [Contractor to sign and date and insert authorized signer's name and 
title].

                             (End of clause)

[72 FR 36856, July 5, 2007, as amended at 74 FR 11825, Mar. 19, 2009; 74 
FR 14493, Mar. 31, 2009]



Sec. 52.221  [Reserved]



Sec. 52.222-1  Notice to the Government of Labor Disputes.

    As prescribed in 22.103-5(a), insert the following clause:

          Notice to the Government of Labor Disputes (FEB 1997)

    If the Contractor has knowledge that any actual or potential labor 
dispute is delaying or threatens to delay the timely performance of this 
contract, the Contractor shall immediately give notice, including all 
relevant information, to the Contracting Officer.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 67426, Dec. 20, 1996]



Sec. 52.222-2  Payment for Overtime Premiums.

    As prescribed in 22.103-5(b), insert the following clause:

                Payment for Overtime Premiums (JUL 1990)

    (a) The use of overtime is authorized under this contract if the 
overtime premium cost

[[Page 147]]

does not exceed *---- or the overtime premium is paid for work--
---------------------------------------------------------------------------

    *Insert either ``zero'' or the dollar amount agreed to during 
negotiations.
---------------------------------------------------------------------------

    (1) Necessary to cope with emergencies such as those resulting from 
accidents, natural disasters, breakdowns of production equipment, or 
occasional production bottlenecks of a sporadic nature;
    (2) By indirect-labor employees such as those performing duties in 
connection with administration, protection, transportation, maintenance, 
standby plant protection, operation of utilities, or accounting;
    (3) To perform tests, industrial processes, laboratory procedures, 
loading or unloading of transportation conveyances, and operations in 
flight or afloat that are continuous in nature and cannot reasonably be 
interrupted or completed otherwise; or
    (4) That will result in lower overall costs to the Government.
    (b) Any request for estimated overtime premiums that exceeds the 
amount specified above shall include all estimated overtime for contract 
completion and shall--
    (1) Identify the work unit; e.g., department or section in which the 
requested overtime will be used, together with present workload, 
staffing, and other data of the affected unit sufficient to permit the 
Contracting Officer to evaluate the necessity for the overtime;
    (2) Demonstrate the effect that denial of the request will have on 
the contract delivery or performance schedule;
    (3) Identify the extent to which approval of overtime would affect 
the performance or payments in connection with other Government 
contracts, together with identification of each affected contract; and
    (4) Provide reasons why the required work cannot be performed by 
using multishift operations or by employing additional personnel.

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 25532, June 21, 1990; 
55 FR 38518, Sept. 18, 1990]



Sec. 52.222-3  Convict Labor.

    As prescribed in 22.202, insert the following clause:

                        Convict Labor (JUN 2003)

    (a) Except as provided in paragraph (b) of this clause, the 
Contractor shall not employ in the performance of this contract any 
person undergoing a sentence of imprisonment imposed by any court of a 
State, the District of Columbia, Puerto Rico, the Northern Mariana 
Islands, American Samoa, Guam, or the U.S. Virgin Islands.
    (b) The Contractor is not prohibited from employing persons--
    (1) On parole or probation to work at paid employment during the 
term of their sentence;
    (2) Who have been pardoned or who have served their terms; or
    (3) Confined for violation of the laws of any of the States, the 
District of Columbia, Puerto Rico, the Northern Mariana Islands, 
American Samoa, Guam, or the U.S. Virgin Islands who are authorized to 
work at paid employment in the community under the laws of such 
jurisdiction, if--
    (i) The worker is paid or is in an approved work training program on 
a voluntary basis;
    (ii) Representatives of local union central bodies or similar labor 
union organizations have been consulted;
    (iii) Such paid employment will not result in the displacement of 
employed workers, or be applied in skills, crafts, or trades in which 
there is a surplus of available gainful labor in the locality, or impair 
existing contracts for services;
    (iv) The rates of pay and other conditions of employment will not be 
less than those paid or provided for work of a similar nature in the 
locality in which the work is being performed; and
    (v) The Attorney General of the United States has certified that the 
work-release laws or regulations of the jurisdiction involved are in 
conformity with the requirements of Executive Order 11755, as amended by 
Executive Orders 12608 and 12943.

                             (End of clause)

[68 FR 28085, May 22, 2003]



Sec. 52.222-4  Contract Work Hours and Safety Standards Act--Overtime 

          Compensation.

    As prescribed in 22.305, insert the following clause:

Contract Work Hours and Safety Standards Act--Overtime Compensation (JUL 
                                  2005)

    (a) Overtime requirements. No Contractor or subcontractor employing 
laborers or mechanics (see Federal Acquisition Regulation 22.300) shall 
require or permit them to work over 40 hours in any workweek unless they 
are paid at least 1 and 1/2 times the basic rate of pay for each hour 
worked over 40 hours.
    (b) Violation; liability for unpaid wages; liquidated damages. The 
responsible Contractor and subcontractor are liable for unpaid wages if 
they violate the terms in paragraph (a) of this clause. In addition, the 
Contractor and subcontractor are liable for liquidated damages payable 
to the Government. The Contracting Officer will assess liquidated

[[Page 148]]

damages at the rate of $10 per affected employee for each calendar day 
on which the employer required or permitted the employee to work in 
excess of the standard workweek of 40 hours without paying overtime 
wages required by the Contract Work Hours and Safety Standards Act.
    (c) Withholding for unpaid wages and liquidated damages. The 
Contracting Officer will withhold from payments due under the contract 
sufficient funds required to satisfy any Contractor or subcontractor 
liabilities for unpaid wages and liquidated damages. If amounts withheld 
under the contract are insufficient to satisfy Contractor or 
subcontractor liabilities, the Contracting Officer will withhold 
payments from other Federal or Federally assisted contracts held by the 
same Contractor that are subject to the Contract Work Hours and Safety 
Standards Act.
    (d) Payrolls and basic records. (1) The Contractor and its 
subcontractors shall maintain payrolls and basic payroll records for all 
laborers and mechanics working on the contract during the contract and 
shall make them available to the Government until 3 years after contract 
completion. The records shall contain the name and address of each 
employee, social security number, labor classifications, hourly rates of 
wages paid, daily and weekly number of hours worked, deductions made, 
and actual wages paid. The records need not duplicate those required for 
construction work by Department of Labor regulations at 29 CFR 5.5(a)(3) 
implementing the Davis-Bacon Act.
    (2) The Contractor and its subcontractors shall allow authorized 
representatives of the Contracting Officer or the Department of Labor to 
inspect, copy, or transcribe records maintained under paragraph (d)(1) 
of this clause. The Contractor or subcontractor also shall allow 
authorized representatives of the Contracting Officer or Department of 
Labor to interview employees in the workplace during working hours.
    (e) Subcontracts. The Contractor shall insert the provisions set 
forth in paragraphs (a) through (d) of this clause in subcontracts that 
may require or involve the employment of laborers and mechanics and 
require subcontractors to include these provisions in any such lower 
tier subcontracts. The Contractor shall be responsible for compliance by 
any subcontractor or lower-tier subcontractor with the provisions set 
forth in paragraphs (a) through (d) of this clause.

                             (End of clause)

[65 FR 46067, July 26, 2000, as amended at 70 FR 33667, June 8, 2005]



Sec. 52.222-5  Davis-Bacon Act--Secondary Site of the Work.

    As prescribed in 22.407(h), insert the following provision:

         Davis-Bacon Act--Secondary Site of the Work (JUL 2005)

    (a)(1) The offeror shall notify the Government if the offeror 
intends to perform work at any secondary site of the work, as defined in 
paragraph (a)(1)(ii) of the FAR clause at 52.222-6, Davis-Bacon Act, of 
this solicitation.
    (2) If the offeror is unsure if a planned work site satisfies the 
criteria for a secondary site of the work, the offeror shall request a 
determination from the Contracting Officer.
    (b)(1) If the wage determination provided by the Government for work 
at the primary site of the work is not applicable to the secondary site 
of the work, the offeror shall request a wage determination from the 
Contracting Officer.
    (2) The due date for receipt of offers will not be extended as a 
result of an offeror's request for a wage determination for a secondary 
site of the work.

                           (End of provision)

[70 FR 33667, June 8, 2005]



Sec. 52.222-6  Davis-Bacon Act.

    As prescribed in 22.407(a), insert the following clause:

                       Davis-Bacon Act (JUL 2005)

    (a) Definition--Site of the work--(1) Means--
    (i) The primary site of the work. The physical place or places where 
the construction called for in the contract will remain when work on it 
is completed; and
    (ii) The secondary site of the work, if any. Any other site where a 
significant portion of the building or work is constructed, provided 
that such site is--
    (A) Located in the United States; and
    (B) Established specifically for the performance of the contract or 
project;
    (2) Except as provided in paragraph (3) of this definition, includes 
any fabrication plants, mobile factories, batch plants, borrow pits, job 
headquarters, tool yards, etc., provided--
    (i) They are dedicated exclusively, or nearly so, to performance of 
the contract or project; and
    (ii) They are adjacent or virtually adjacent to the ``primary site 
of the work'' as defined in paragraph (a)(1)(i), or the ``secondary site 
of the work'' as defined in paragraph (a)(1)(ii) of this definition;

[[Page 149]]

    (3) Does not include permanent home offices, branch plant 
establishments, fabrication plants, or tool yards of a Contractor or 
subcontractor whose locations and continuance in operation are 
determined wholly without regard to a particular Federal contract or 
project. In addition, fabrication plants, batch plants, borrow pits, job 
headquarters, yards, etc., of a commercial or material supplier which 
are established by a supplier of materials for the project before 
opening of bids and not on the Project site, are not included in the 
``site of the work.'' Such permanent, previously established facilities 
are not a part of the ``site of the work'' even if the operations for a 
period of time may be dedicated exclusively or nearly so, to the 
performance of a contract.
    (b)(1) All laborers and mechanics employed or working upon the site 
of the work will be paid unconditionally and not less often than once a 
week, and without subsequent deduction or rebate on any account (except 
such payroll deductions as are permitted by regulations issued by the 
Secretary of Labor under the Copeland Act (29 CFR part 3)), the full 
amount of wages and bona fide fringe benefits (or cash equivalents 
thereof) due at time of payment computed at rates not less than those 
contained in the wage determination of the Secretary of Labor which is 
attached hereto and made a part hereof, or as may be incorporated for a 
secondary site of the work, regardless of any contractual relationship 
which may be alleged to exist between the Contractor and such laborers 
and mechanics. Any wage determination incorporated for a secondary site 
of the work shall be effective from the first day on which work under 
the contract was performed at that site and shall be incorporated 
without any adjustment in contract price or estimated cost. Laborers 
employed by the construction Contractor or construction subcontractor 
that are transporting portions of the building or work between the 
secondary site of the work and the primary site of the work shall be 
paid in accordance with the wage determination applicable to the primary 
site of the work.
    (2) Contributions made or costs reasonably anticipated for bona fide 
fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf 
of laborers or mechanics are considered wages paid to such laborers or 
mechanics, subject to the provisions of paragraph (e) of this clause; 
also, regular contributions made or costs incurred for more than a 
weekly period (but not less often than quarterly) under plans, funds, or 
programs which cover the particular weekly period, are deemed to be 
constructively made or incurred during such period.
    (3) Such laborers and mechanics shall be paid not less than the 
appropriate wage rate and fringe benefits in the wage determination for 
the classification of work actually performed, without regard to skill, 
except as provided in the clause entitled Apprentices and Trainees. 
Laborers or mechanics performing work in more than one classification 
may be compensated at the rate specified for each classification for the 
time actually worked therein; provided that the employer's payroll 
records accurately set forth the time spent in each classification in 
which work is performed.
    (4) The wage determination (including any additional classifications 
and wage rates conformed under paragraph (c) of this clause) and the 
Davis-Bacon poster (WH-1321) shall be posted at all times by the 
Contractor and its subcontractors at the primary site of the work and 
the secondary site of the work, if any, in a prominent and accessible 
place where it can be easily seen by the workers.
    (c)(1) The Contracting Officer shall require that any class of 
laborers or mechanics, which is not listed in the wage determination and 
which is to be employed under the contract shall be classified in 
conformance with the wage determination. The Contracting Officer shall 
approve an additional classification and wage rate and fringe benefits 
therefor only when all the following criteria have been met:
    (i) The work to be performed by the classification requested is not 
performed by a classification in the wage determination.
    (ii) The classification is utilized in the area by the construction 
industry.
    (iii) The proposed wage rate, including any bona fide fringe 
benefits, bears a reasonable relationship to the wage rates contained in 
the wage determination.
    (iv) With respect to helpers, such a classification prevails in the 
area in which the work is performed.
    (2) If the Contractor and the laborers and mechanics to be employed 
in the classification (if known), or their representatives, and the 
Contracting Officer agree on the classification and wage rate (including 
the amount designated for fringe benefits, where appropriate), a report 
of the action taken shall be sent by the Contracting Officer to the 
Administrator of the Wage and Hour Division, Employment Standards 
Administration, U.S. Department of Labor, Washington, DC 20210. The 
Administrator or an authorized representative will approve, modify, or 
disapprove every additional classification action within 30 days of 
receipt and so advise the Contracting Officer or will notify the 
Contracting Officer within the 30-day period that additional time is 
necessary.
    (3) In the event the Contractor, the laborers or mechanics to be 
employed in the classification, or their representatives, and the 
Contracting Officer do not agree on the proposed classification and wage 
rate (including the amount designated for fringe benefits, where 
appropriate), the Contracting Officer

[[Page 150]]

shall refer the questions, including the views of all interested parties 
and the recommendation of the Contracting Officer, to the Administrator 
of the Wage and Hour Division for Determination. The Administrator, or 
an authorized representative, will issue a determination within 30 days 
of receipt and so advise the Contracting Officer or will notify the 
Contracting Officer within the 30-day period that additional time is 
necessary.
    (4) The wage rate (including fringe benefits, where appropriate) 
determined pursuant to subparagraphs (c)(2) and (c)(3) of this clause 
shall be paid to all workers performing work in the classification under 
this contract from the first day on which work is performed in the 
classification.
    (d) Whenever the minimum wage rate prescribed in the contract for a 
class of laborers or mechanics includes a fringe benefit which is not 
expressed as an hourly rate, the Contractor shall either pay the benefit 
as stated in the wage determination or shall pay another bona fide 
fringe benefit or an hourly cash equivalent thereof.
    (e) If the Contractor does not make payments to a trustee or other 
third person, the Contractor may consider as part of the wages of any 
laborer or mechanic the amount of any costs reasonably anticipated in 
providing bona fide fringe benefits under a plan or program; provided, 
that the Secretary of Labor has found, upon the written request of the 
Contractor, that the applicable standards of the Davis-Bacon Act have 
been met. The Secretary of Labor may require the Contractor to set aside 
in a separate account assets for the meeting of obligations under the 
plan or program.

                             (End of clause)

[53 FR 4945, Feb. 18, 1988, as amended at 57 FR 44263, Sept. 24, 1992; 
59 FR 67038, Dec. 28, 1994; 70 FR 33667, June 8, 2005]



Sec. 52.222-7  Withholding of Funds.

    As prescribed in 22.407(a), insert the following clause:

                     Withholding of Funds (FEB 1988)

    The Contracting Officer shall, upon his or her own action or upon 
written request of an authorized representative of the Department of 
Labor, withhold or cause to be withheld from the Contractor under this 
contract or any other Federal contract with the same Prime Contractor, 
or any other federally assisted contract subject to Davis-Bacon 
prevailing wage requirements, which is held by the same Prime 
Contractor, so much of the accrued payments or advances as may be 
considered necessary to pay laborers and mechanics, including 
apprentices, trainees, and helpers, employed by the Contractor or any 
subcontractor the full amount of wages required by the contract. In the 
event of failure to pay any laborer or mechanic, including any 
apprentice, trainee, or helper, employed or working on the site of the 
work, all or part of the wages required by the contract, the Contracting 
Officer may, after written notice to the Contractor, take such action as 
may be necessary to cause the suspension of any further payment, 
advance, or guarantee of funds until such violations have ceased.

                             (End of clause)

[53 FR 4945, Feb. 18, 1988]



Sec. 52.222-8  Payrolls and Basic Records.

    As prescribed in 22.407(a), insert the following clause:

                Payment for Overtime Premiums (JUN 2010)

    (a) Payrolls and basic records relating thereto shall be maintained 
by the Contractor during the course of the work and preserved for a 
period of 3 years thereafter for all laborers and mechanics working at 
the site of the work. Such records shall contain the name, address, and 
social security number of each such worker, his or her correct 
classification, hourly rates of wages paid (including rates of 
contributions or costs anticipated for bona fide fringe benefits or cash 
equivalents thereof of the types described in section 1(b)(2)(B) of the 
Davis-Bacon Act), daily and weekly number of hours worked, deductions 
made, and actual wages paid. Whenever the Secretary of Labor has found, 
under paragraph (d) of the clause entitled Davis-Bacon Act, that the 
wages of any laborer or mechanic include the amount of any costs 
reasonably anticipated in providing benefits under a plan or program 
described in section 1(b)(2)(B) of the Davis-Bacon Act, the Contractor 
shall maintain records which show that the commitment to provide such 
benefits is enforceable, that the plan or program is financially 
responsible, and that the plan or program has been communicated in 
writing to the laborers or mechanics affected, and records which show 
the costs anticipated or the actual cost incurred in providing such 
benefits. Contractors employing apprentices or trainees under approved 
programs shall maintain written evidence of the registration of 
apprenticeship programs and certification of trainee programs, the 
registration of the apprentices and trainees, and the ratios and wage 
rates prescribed in the applicable programs.
    (b)(1) The Contractor shall submit weekly for each week in which any 
contract work is performed a copy of all payrolls to the Contracting 
Officer. The payrolls submitted shall set out accurately and completely 
all of the information required to be maintained

[[Page 151]]

under paragraph (a) of this clause, except that full social security 
numbers and home addresses shall not be included on weekly transmittals. 
Instead the payrolls shall only need to include an individually 
identifying number for each employee (e.g., the last four digits of the 
employee's social security number). The required weekly payroll 
information may be submitted in any form desired. Optional Form WH-347 
is available for this purpose and may be obtained from the U.S. 
Department of Labor Wage and Hour Division website at http://
www.dol.gov/whd/forms/wh347.pdf. The Prime Contractor is responsible for 
the submission of copies of payrolls by all subcontractors. Contractors 
and subcontractors shall maintain the full social security number and 
current address of each covered worker, and shall provide them upon 
request to the Contracting Officer, the Contractor, or the Wage and Hour 
Division of the Department of Labor for purposes of an investigation or 
audit of compliance with prevailing wage requirements. It is not a 
violation of this section for a Prime Contractor to require a 
subcontractor to provide addresses and social security numbers to the 
Prime Contractor for its own records, without weekly submission to the 
Contracting Officer.
    (2) Each payroll submitted shall be accompanied by a Statement of 
Compliance, signed by the Contractor or subcontractor or his or her 
agent who pays or supervises the payment of the persons employed under 
the contract and shall certify--
    (i) That the payroll for the payroll period contains the information 
required to be maintained under paragraph (a) of this clause and that 
such information is correct and complete;
    (ii) That each laborer or mechanic (including each helper, 
apprentice, and trainee) employed on the contract during the payroll 
period has been paid the full weekly wages earned, without rebate, 
either directly or indirectly, and that no deductions have been made 
either directly or indirectly from the full wages earned, other than 
permissible deductions as set forth in the Regulations, 29 CFR part 3; 
and
    (iii) That each laborer or mechanic has been paid not less than the 
applicable wage rates and fringe benefits or cash equivalents for the 
classification of work performed, as specified in the applicable wage 
determination incorporated into the contract.
    (3) The weekly submission of a properly executed certification set 
forth on the reverse side of Optional Form WH-347 shall satisfy the 
requirement for submission of the Statement of Compliance required by 
subparagraph (b)(2) of this clause.
    (4) The falsification of any of the certifications in this clause 
may subject the Contractor or subcontractor to civil or criminal 
prosecution under section 1001 of title 18 and section 3729 of title 31 
of the United States Code.
    (c) The Contractor or subcontractor shall make the records required 
under paragraph (a) of this clause available for inspection, copying, or 
transcription by the Contracting Officer or authorized representatives 
of the Contracting Officer or the Department of Labor. The Contractor or 
subcontractor shall permit the Contracting Officer or representatives of 
the Contracting Officer or the Department of Labor to interview 
employees during working hours on the job. If the Contractor or 
subcontractor fails to submit required records or to make them 
available, the Contracting Officer may, after written notice to the 
Contractor, take such action as may be necessary to cause the suspension 
of any further payment. Furthermore, failure to submit the required 
records upon request or to make such records available may be grounds 
for debarment action pursuant to 29 CFR 5.12.

                             (End of clause)

[53 FR 4945, Feb. 18, 1988, as amended at 75 FR 34287, June 16, 2010]



Sec. 52.222-9  Apprentices and Trainees.

    As prescribed in 22.407(a), insert the following clause:

                   Apprentices and Trainees (JUL 2005)

    (a) Apprentices. (1) An apprentice will be permitted to work at less 
than the predetermined rate for the work performed when employed--
    (i) Pursuant to and individually registered in a bona fide 
apprenticeship program registered with the U.S. Department of Labor, 
Employment and Training Administration, Office of Apprenticeship 
Training, Employer, and Labor Services (OATELS) or with a State 
Apprenticeship Agency recognized by the OATELS; or
    (ii) In the first 90 days of probationary employment as an 
apprentice in such an apprenticeship program, even though not 
individually registered in the program, if certified by the OATELS or a 
State Apprenticeship Agency (where appropriate) to be eligible for 
probationary employment as an apprentice.
    (2) The allowable ratio of apprentices to journeymen on the job site 
in any craft classification shall not be greater than the ratio 
permitted to the Contractor as to the entire work force under the 
registered program.
    (3) Any worker listed on a payroll at an apprentice wage rate, who 
is not registered or otherwise employed as stated in paragraph (a)(1) of 
this clause, shall be paid not less than the applicable wage 
determination for

[[Page 152]]

the classification of work actually performed. In addition, any 
apprentice performing work on the job site in excess of the ratio 
permitted under the registered program shall be paid not less than the 
applicable wage rate on the wage determination for the work actually 
performed.
    (4) Where a Contractor is performing construction on a project in a 
locality other than that in which its program is registered, the ratios 
and wage rates (expressed in percentages of the journeyman's hourly 
rate) specified in the Contractor's or subcontractor's registered 
program shall be observed. Every apprentice must be paid at not less 
than the rate specified in the registered program for the apprentice's 
level of progress, expressed as a percentage of the journeyman hourly 
rate specified in the applicable wage determination.
    (5) Apprentices shall be paid fringe benefits in accordance with the 
provisions of the apprenticeship program. If the apprenticeship program 
does not specify fringe benefits, apprentices must be paid the full 
amount of fringe benefits listed on the wage determination for the 
applicable classification. If the Administrator determines that a 
different practice prevails for the applicable apprentice 
classification, fringes shall be paid in accordance with that 
determination.
    (6) In the event OATELS, or a State Apprenticeship Agency recognized 
by OATELS, withdraws approval of an apprenticeship program, the 
Contractor will no longer be permitted to utilize apprentices at less 
than the applicable predetermined rate for the work performed until an 
acceptable program is approved.
    (b) Trainees. (1) Except as provided in 29 CFR 5.16, trainees will 
not be permitted to work at less than the predetermined rate for the 
work performed unless they are employed pursuant to and individually 
registered in a program which has received prior approval, evidenced by 
formal certification by the U.S. Department of Labor, Employment and 
Training Administration, Office of Apprenticeship Training, Employer, 
and Labor Services (OATELS). The ratio of trainees to journeymen on the 
job site shall not be greater than permitted under the plan approved by 
OATELS.
    (2) Every trainee must be paid at not less than the rate specified 
in the approved program for the trainee's level of progress, expressed 
as a percentage of the journeyman hourly rate specified in the 
applicable wage determination. Trainees shall be paid fringe benefits in 
accordance with the provisions of the trainee program. If the trainee 
program does not mention fringe benefits, trainees shall be paid the 
full amount of fringe benefits listed in the wage determination unless 
the Administrator of the Wage and Hour Division determines that there is 
an apprenticeship program associated with the corresponding journeyman 
wage rate in the wage determination which provides for less than full 
fringe benefits for apprentices. Any employee listed on the payroll at a 
trainee rate who is not registered and participating in a training plan 
approved by the OATELS shall be paid not less than the applicable wage 
rate in the wage determination for the classification of work actually 
performed. In addition, any trainee performing work on the job site in 
excess of the ratio permitted under the registered program shall be paid 
not less than the applicable wage rate in the wage determination for the 
work actually performed.
    (3) In the event OATELS withdraws approval of a training program, 
the Contractor will no longer be permitted to utilize trainees at less 
than the applicable predetermined rate for the work performed until an 
acceptable program is approved.
    (c) Equal employment opportunity. The utilization of apprentices, 
trainees, and journeymen under this clause shall be in conformity with 
the equal employment opportunity requirements of Executive Order 11246, 
and 29 CFR part 30.

                             (End of clause)

[53 FR 4946, Feb. 18, 1988, as amended at 70 FR 33668, June 8, 2005]



Sec. 52.222-10  Compliance With Copeland Act Requirements.

    As prescribed in 22.407(a), insert the following clause:

          Compliance With Copeland Act Requirements (FEB 1988)

    The Contractor shall comply with the requirements of 29 CFR part 3, 
which are hereby incorporated by reference in this contract.

                             (End of clause)

[53 FR 4947, Feb. 18, 1988]



Sec. 52.222-11  Subcontracts (Labor Standards).

    As prescribed in 22.407(a), insert the following clause:

                Subcontracts (Labor Standards) (JUL 2005)

    (a) Definition. Construction, alteration or repair, as used in this 
clause, means all types of work done by laborers and mechanics employed 
by the construction Contractor or construction subcontractor on a 
particular building or work at the site thereof, including without 
limitation--

[[Page 153]]

    (1) Altering, remodeling, installation (if appropriate) on the site 
of the work of items fabricated off-site;
    (2) Painting and decorating;
    (3) Manufacturing or furnishing of materials, articles, supplies, or 
equipment on the site of the building or work;
    (4) Transportation of materials and supplies between the site of the 
work within the meaning of paragraphs (a)(1)(i) and (ii) of the ``site 
of the work'' as defined in the FAR clause at 52.222-6, Davis-Bacon Act 
of this contract, and a facility which is dedicated to the construction 
of the building or work and is deemed part of the site of the work 
within the meaning of paragraph (2) of the ``site of work'' definition; 
and
    (5) Transportation of portions of the building or work between a 
secondary site where a significant portion of the building or work is 
constructed, which is part of the ``site of the work'' definition in 
paragraph (a)(1)(ii) of the FAR clause at 52.222-6, Davis-Bacon Act, and 
the physical place or places where the building or work will remain 
(paragraph (a)(1)(i) of the FAR clause at 52.222-6, in the ``site of the 
work'' definition).
    (b) The Contractor shall insert in any subcontracts for 
construction, alterations and repairs within the United States the 
clauses entitled--
    (1) Davis-Bacon Act;
    (2) Contract Work Hours and Safety Standards Act--Overtime 
Compensation (if the clause is included in this contract);
    (3) Apprentices and Trainees;
    (4) Payrolls and Basic Records;
    (5) Compliance with Copeland Act Requirements;
    (6) Withholding of Funds;
    (7) Subcontracts (Labor Standards);
    (8) Contract Termination--Debarment;
    (9) Disputes Concerning Labor Standards;
    (10) Compliance with Davis-Bacon and Related Act Regulations; and
    (11) Certification of Eligibility.
    (c) The prime Contractor shall be responsible for compliance by any 
subcontractor or lower tier subcontractor performing construction within 
the United States with all the contract clauses cited in paragraph (b).
    (d)(1) Within 14 days after award of the contract, the Contractor 
shall deliver to the Contracting Officer a completed Standard Form (SF) 
1413, Statement and Acknowledgment, for each subcontract for 
construction within the United States, including the subcontractor's 
signed and dated acknowledgment that the clauses set forth in paragraph 
(b) of this clause have been included in the subcontract.
    (2) Within 14 days after the award of any subsequently awarded 
subcontract the Contractor shall deliver to the Contracting Officer an 
updated completed SF 1413 for such additional subcontract.
    (e) The Contractor shall insert the substance of this clause, 
including this paragraph (e) in all subcontracts for construction within 
the United States.

                             (End of clause)

[53 FR 4947, Feb. 18, 1988, as amended at 70 FR 33668, June 8, 2005]



Sec. 52.222-12  Contract Termination--Debarment.

    As prescribed in 22.407(a), insert the following clause:

               Contract Termination--Debarment (FEB 1988)

    A breach of the contract clauses entitled Davis-Bacon Act, Contract 
Work Hours and Safety Standards Act--Overtime Compensation, Apprentices 
and Trainees, Payrolls and Basic Records, Compliance with Copeland Act 
Requirements, Subcontracts (Labor Standards), Compliance With Davis-
Bacon and Related Act Regulations, or Certification of Eligibility may 
be grounds for termination of the contract, and for debarment as a 
Contractor and subcontractor as provided in 29 CFR 5.12.

                             (End of clause)

[53 FR 4947, Feb. 18, 1988]



Sec. 52.222-13  Compliance with Davis-Bacon and Related Act Regulations.

    As prescribed in 22.407(a), insert the following clause:

   Compliance With Davis-Bacon and Related Act Regulations (FEB 1988)

    All rulings and interpretations of the Davis-Bacon and Related Acts 
contained in 29 CFR parts 1, 3, and, 5 are hereby incorporated by 
reference in this contract.

                             (End of clause)

[53 FR 4947, Feb. 18, 1988]



Sec. 52.222-14  Disputes Concerning Labor Standards.

    As prescribed in 22.407(a), insert the following clause:

             Disputes Concerning Labor Standards (FEB 1988)

    The United States Department of Labor has set forth in 29 CFR parts 
5, 6, and 7 procedures for resolving disputes concerning labor standards 
requirements. Such disputes shall be resolved in accordance with those 
procedures and not the Disputes clause of this contract. Disputes within 
the meaning

[[Page 154]]

of this clause include disputes between the Contractor (or any of its 
subcontractors) and the contracting agency, the U.S. Department of 
Labor, or the employees or their representatives.

                             (End of clause)

[53 FR 4947, Feb. 18, 1988]



Sec. 52.222-15  Certification of Eligibility.

    As prescribed in 22.407(a), insert the following clause:

                 Certification of Eligibility (FEB 1988)

    (a) By entering into this contract, the Contractor certifies that 
neither it (nor he or she) nor any person or firm who has an interest in 
the Contractor's firm is a person or firm ineligible to be awarded 
Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 
29 CFR 5.12(a)(1).
    (b) No part of this contract shall be subcontracted to any person or 
firm ineligible for award of a Government contract by virtue of section 
3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
    (c) The penalty for making false statements is prescribed in the 
U.S. Criminal Code, 18 U.S.C. 1001.

                             (End of clause)

[53 FR 4947, Feb. 18, 1988]



Sec. 52.222-16  Approval of Wage Rates.

    As prescribed in 22.407(b), insert the following clause:

                    Approval of Wage Rates (FEB 1988)

    All straight time wage rates, and overtime rates based thereon, for 
laborers and mechanics engaged in work under this contract must be 
submitted for approval in writing by the head of the contracting 
activity or a representative expressly designated for this purpose, if 
the straight time wages exceed the rates for corresponding 
classifications contained in the applicable Davis-Bacon Act minimum wage 
determination included in the contract. Any amount paid by the 
Contractor to any laborer or mechanic in excess of the agency approved 
wage rate shall be at the expense of the Contractor and shall not be 
reimbursed by the Government. If the Government refuses to authorize the 
use of the overtime, the Contractor is not released from the obligation 
to pay employees at the required overtime rates for any overtime 
actually worked.

                             (End of clause)

[53 FR 4947, Feb. 18, 1988]



Sec. 52.222-17  [Reserved]



Sec. 52.222-18  Certification Regarding Knowledge of Child Labor for 

          Listed End Products.

    As prescribed in 22.1505(a), insert the following provision:

Certification Regarding Knowledge of Child Labor for Listed End Products 
                               (FEB 2001)

    (a) Definition.
    Forced or indentured child labor means all work or service--
    (1) Exacted from any person under the age of 18 under the menace of 
any penalty for its nonperformance and for which the worker does not 
offer himself voluntarily; or
    (2) Performed by any person under the age of 18 pursuant to a 
contract the enforcement of which can be accomplished by process or 
penalties.
    (b) Listed end products. The following end product(s) being acquired 
under this solicitation is (are) included in the List of Products 
Requiring Contractor Certification as to Forced or Indentured Child 
Labor, identified by their country of origin. There is a reasonable 
basis to believe that listed endproducts from the listed countries of 
origin may have been mined, produced, or manufactured by forced or 
indentured child labor.

                           Listed End Product

________________________________________________________________________
________________________________________________________________________

                       Listed Countries of Origin

________________________________________________________________________
________________________________________________________________________
    (c) Certification. The Government will not make award to an offeror 
unless the offeror, by checking the appropriate block, certifies to 
either paragraph (c)(1) or paragraph (c)(2) of this provision.
    [squ] (1) The offeror will not supply any end product listed in 
paragraph (b) of this provision that was mined, produced, or 
manufactured in a corresponding country as listed for that end product.
    [squ] (2) The offeror may supply an end product listed in paragraph 
(b) of this provision that was mined, produced, or manufactured in the 
corresponding country as listed for that product. The offeror certifies 
that it has made a good faith effort to determine whether forced or 
indentured child labor was used to mine, produce, or manufacture such 
end product. On the basis of those efforts, the offeror certifies that 
it is not aware of any such use of child labor.

                           (End of provision)

[66 FR 5349, Jan. 18, 2001]

[[Page 155]]



Sec. 52.222-19  Child Labor--Cooperation with Authorities and Remedies.

    As prescribed in 22.1505(b), insert the following clause:

    Child Labor--Cooperation With Authorities and Remedies (JUL 2010)

    (a) Applicability. This clause does not apply to the extent that the 
Contractor is supplying end products mined, produced, or manufactured 
in--
    (1) Canada, and the anticipated value of the acquisition is $25,000 
or more;
    (2) Israel, and the anticipated value of the acquisition is $50,000 
or more;
    (3) Mexico, and the anticipated value of the acquisition is $70,079 
or more; or
    (4) Aruba, Austria, Belgium, Bulgaria, Cyprus, Czech Republic, 
Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, 
Iceland, Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, 
Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, 
Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, 
Taiwan, or the United Kingdom and the anticipated value of the 
acquisition is $203,000 or more.
    (b) Cooperation with Authorities. To enforce the laws prohibiting 
the manufacture or importation of products mined, produced, or 
manufactured by forced or indentured child labor, authorized officials 
may need to conduct investigations to determine whether forced or 
indentured child labor was used to mine, produce, or manufacture any 
product furnished under this contract. If the solicitation includes the 
provision 52.222-18, Certification Regarding Knowledge of Child Labor 
for Listed End Products, or the equivalent at 52.212-3(i), the 
Contractor agrees to cooperate fully with authorized officials of the 
contracting agency, the Department of the Treasury, or the Department of 
Justice by providing reasonable access to records, documents, persons, 
or premises upon reasonable request by the authorized officials.
    (c) Violations. The Government may impose remedies set forth in 
paragraph (d) for the following violations:
    (1) The Contractor has submitted a false certification regarding 
knowledge of the use of forced or indentured child labor for listed end 
products.
    (2) The Contractor has failed to cooperate, if required, in 
accordance with paragraph (b) of this clause, with an investigation of 
the use of forced or indentured child labor by an Inspector General, 
Attorney General, or the Secretary of the Treasury.
    (3) The Contractor uses forced or indentured child labor in its 
mining, production, or manufacturing processes.
    (4) The Contractor has furnished under the contract end products or 
components that have been mined, produced, or manufactured wholly or in 
part by forced or indentured child labor. (The Government will not 
pursue remedies at paragraph (d)(2) or paragraph (d)(3) of this clause 
unless sufficient evidence indicates that the Contractor knew of the 
violation.)
    (d) Remedies. (1) The Contracting Officer may terminate the 
contract.
    (2) The suspending official may suspend the Contractor in accordance 
with procedures in FAR Subpart 9.4.
    (3) The debarring official may debar the Contractor for a period not 
to exceed 3 years in accordance with the procedures in FAR Subpart 9.4.

                             (End of clause)

[66 FR 5349, Jan. 18, 2001, as amended at 66 FR 65371, Dec. 18, 2001; 67 
FR 56124, Aug. 30, 2002; 69 FR 1056, Jan. 7, 2004; 69 FR 34240, June 18, 
2004; 71 FR 866, Jan. 5, 2006; 72 FR 46358, Aug. 17, 2007; 73 FR 10964, 
Feb. 28, 2008; 74 FR 40463, Aug. 11, 2009; 75 FR 38691, July 2, 2010]



Sec. 52.222-20  Walsh-Healey Public Contracts Act.

    As prescribed in 22.610, insert the following clause in 
solicitations and contracts covered by the Act:

              Walsh-Healey Public Contracts Act (OCT 2010)

    If this contract is for the manufacture or furnishing of materials, 
supplies, articles or equipment in an amount that exceeds or may exceed 
$15,000, and is subject to the Walsh-Healey Public Contracts Act, as 
amended (41 U.S.C. 35-45), the following terms and conditions apply:
    (a) All stipulations required by the Act and regulations issued by 
the Secretary of Labor (41 CFR chapter 50) are incorporated by 
reference. These stipulations are subject to all applicable rulings and 
interpretations of the Secretary of Labor that are now, or may 
hereafter, be in effect.
    (b) All employees whose work relates to this contract shall be paid 
not less than the minimum wage prescribed by regulations issued by the 
Secretary of Labor (41 CFR 50-202.2). Learners, student learners, 
apprentices, and handicapped workers may be employed at less than the 
prescribed minimum wage (see 41 CFR 50-202.3) to the same extent that 
such employment is permitted under Section 14 of the Fair Labor 
Standards Act (41 U.S.C. 40).

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 61 FR 67411, Dec. 20, 1996; 
75 FR 53134, Aug. 30, 2010]

[[Page 156]]



Sec. 52.222-21  Prohibition of segregated facilities.

    As prescribed in 22.810(a)(1), insert the following clause:

             Prohibition of Segregated Facilities (FEB 1999)

    (a) Segregated facilities, as used in this clause, means any waiting 
rooms, work areas, rest rooms and wash rooms, restaurants and other 
eating areas, time clocks, locker rooms and other storage or dressing 
areas, parking lots, drinking fountains, recreation or entertainment 
areas, transportation, and housing facilities provided for employees, 
that are segregated by explicit directive or are in fact segregated on 
the basis of race, color, religion, sex, or national origin because of 
written or oral policies or employee custom. The term does not include 
separate or single-user rest rooms or necessary dressing or sleeping 
areas provided to assure privacy between the sexes.
    (b) The Contractor agrees that it does not and will not maintain or 
provide for its employees any segregated facilities at any of its 
establishments, and that it does not and will not permit its employees 
to perform their services at any location under its control where 
segregated facilities are maintained. The Contractor agrees that a 
breach of this clause is a violation of the Equal Opportunity clause in 
this contract.
    (c) The Contractor shall include this clause in every subcontract 
and purchase order that is subject to the Equal Opportunity clause of 
this contract.

                             (End of clause)

[53 FR 70285, Dec. 18, 1998]



Sec. 52.222-22  Previous Contracts and Compliance Reports.

    As prescribed in 22.810(a)(2), insert the following provision:

          Previous Contracts and Compliance Reports (FEB 1999)

    The offeror represents that--
    (a) It squ; has, [squ] has not participated in a previous contract 
or subcontract subject to the Equal Opportunity clause of this 
solicitation;
    (b) It [squ] has, [squ] has not, filed all required compliance 
reports; and
    (c) Representations indicating submission of required compliance 
reports, signed by proposed subcontractors, will be obtained before 
subcontract awards.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 63 FR 70286, Dec. 18, 1998]



Sec. 52.222-23  Notice of Requirement for Affirmative Action To Ensure 

          Equal Employment Opportunity for Construction.

    As prescribed in 22.810(b), insert the following provision:

Notice of Requirement for Affirmative Action To Ensure Equal Employment 
                 Opportunity for Construction (FEB 1999)

    (a) The offeror's attention is called to the Equal Opportunity 
clause and the Affirmative Action Compliance Requirements for 
Construction clause of this solicitation.
    (b) The goals for minority and female participation, expressed in 
percentage terms for the Contractor's aggregate workforce in each trade 
on all construction work in the covered area, are as follows:

------------------------------------------------------------------------
  Goals for minority participation    Goals for female participation for
           for each trade                         each trade
------------------------------------------------------------------------
----------------                     ----------------
[Contracting Officer shall insert    [Contracting Officer shall insert
 goals]                               goals]
------------------------------------------------------------------------

    These goals are applicable to all the Contractor's construction work 
performed in the covered area. If the Contractor performs construction 
work in a geographical area located outside of the covered area, the 
Contractor shall apply the goals established for the geographical area 
where the work is actually performed. Goals are published periodically 
in the Federal Register in notice form, and these notices may be 
obtained from any Office of Federal Contract Compliance Programs office.
    (c) The Contractor's compliance with Executive Order 11246, as 
amended, and the regulations in 41 CFR 60-4 shall be based on (1) its 
implementation of the Equal Opportunity clause, (2) specific affirmative 
action obligations required by the clause entitled Affirmative Action 
Compliance Requirements for Construction, and (3) its efforts to meet 
the goals. The hours of minority and female employment and training must 
be substantially uniform throughout the length of the contract, and in 
each trade. The Contractor shall make a good faith effort to employ 
minorities and women evenly on each of its projects. The transfer of 
minority or female employees or trainees from Contractor to Contractor, 
or from project to project, for the sole purpose of meeting the 
Contractor's goals shall be a violation of the contract, Executive Order 
11246, as amended, and the regulations in 41 CFR 60-4. Compliance with 
the

[[Page 157]]

goals will be measured against the total work hours performed.
    (d) The Contractor shall provide written notification to the Deputy 
Assistant Secretary for Federal Contract Compliance, U.S. Department of 
Labor, within 10 working days following award of any construction 
subcontract in excess of $10,000 at any tier for construction work under 
the contract resulting from this solicitation. The notification shall 
list the--
    (2) Name, address, and telephone number of the subcontractor;
    (i) Employer's identification number of the subcontractor;
    (3) Estimated dollar amount of the subcontract;
    (4) Estimated starting and completion dates of the subcontract; and
    (5) Geographical area in which the subcontract is to be performed.
    (e) As used in this Notice, and in any contract resulting from this 
solicitation, the covered area is ------ [Contracting Officer shall 
insert description of the geographical areas where the contract is to be 
performed, giving the State, county, and city].

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 38518, Sept. 18, 1990; 
63 FR 70286, Dec. 18, 1998]



Sec. 52.222-24  Preaward On-Site Equal Opportunity Compliance 

          Evaluation.

    As prescribed in 22.810(c), insert the following provision:

   Preaward On-Site Equal Opportunity Compliance Evaluation (FEB 1999)

    If a contract in the amount of $10 million or more will result from 
this solicitation, the prospective Contractor and its known first-tier 
subcontractors with anticipated subcontracts of $10 million or more 
shall be subject to a preaward compliance evaluation by the Office of 
Federal Contract Compliance Programs (OFCCP), unless, within the 
preceding 24 months, OFCCP has conducted an evaluation and found the 
prospective Contractor and subcontractors to be in compliance with 
Executive Order 11246.

                           (End of provision)

[63 FR 70286, Dec. 18, 1998]



Sec. 52.222-25  Affirmative Action Compliance.

    As prescribed in 22.810(d), insert the following provision:

                Affirmative Action Compliance (APR 1984)

    The offeror represents that (a) it [squ] has developed and has on 
file, [squ] has not developed and does not have on file, at each 
establishment, affirmative action programs required by the rules and 
regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (b) it 
[squ] has not previously had contracts subject to the written 
affirmative action programs requirement of the rules and regulations of 
the Secretary of Labor.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 63 FR 70286, Dec. 18, 1998]



Sec. 52.222-26  Equal Opportunity.

    As prescribed in 22.810(e), insert the following clause:

                      Equal Opportunity (MAR 2007)

    (a) Definition. United States, as used in this clause, means the 50 
States, the District of Columbia, Puerto Rico, the Northern Mariana 
Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.
    (b)(1) If, during any 12-month period (including the 12 months 
preceding the award of this contract), the Contractor has been or is 
awarded nonexempt Federal contracts and/or subcontracts that have an 
aggregate value in excess of $10,000, the Contractor shall comply with 
this clause, except for work performed outside the United States by 
employees who were not recruited within the United States. Upon request, 
the Contractor shall provide information necessary to determine the 
applicability of this clause.
    (2) If the Contractor is a religious corporation, association, 
educational institution, or society, the requirements of this clause do 
not apply with respect to the employment of individuals of a particular 
religion to perform work connected with the carrying on of the 
Contractor's activities (41 CFR 60-1.5).
    (c)(1) The Contractor shall not discriminate against any employee or 
applicant for employment because of race, color, religion, sex, or 
national origin. However, it shall not be a violation of this clause for 
the Contractor to extend a publicly announced preference in employment 
to Indians living on or near an Indian reservation, in connection with 
employment opportunities on or near an Indian reservation, as permitted 
by 41 CFR 60-1.5.
    (2) The Contractor shall take affirmative action to ensure that 
applicants are employed, and that employees are treated during 
employment, without regard to their race, color, religion, sex, or 
national origin. This shall include, but not be limited to, (i) 
employment, (ii) upgrading, (iii) demotion, (iv) transfer, (v) 
recruitment or recruitment

[[Page 158]]

advertising, (vi) layoff or termination, (vii) rates of pay or other 
forms of compensation, and (viii) selection for training, including 
apprenticeship.
    (3) The Contractor shall post in conspicuous places available to 
employees and applicants for employment the notices to be provided by 
the Contracting Officer that explain this clause.
    (4) The Contractor shall, in all solicitations or advertisements for 
employees placed by or on behalf of the Contractor, state that all 
qualified applicants will receive consideration for employment without 
regard to race, color, religion, sex, or national origin.
    (5) The Contractor shall send, to each labor union or representative 
of workers with which it has a collective bargaining agreement or other 
contract or understanding, the notice to be provided by the Contracting 
Officer advising the labor union or workers' representative of the 
Contractor's commitments under this clause, and post copies of the 
notice in conspicuous places available to employees and applicants for 
employment.
    (6) The Contractor shall comply with Executive Order 11246, as 
amended, and the rules, regulations, and orders of the Secretary of 
Labor.
    (7) The Contractor shall furnish to the contracting agency all 
information required by Executive Order 11246, as amended, and by the 
rules, regulations, and orders of the Secretary of Labor. The Contractor 
shall also file Standard Form 100 (EEO-1), or any successor form, as 
prescribed in 41 CFR part 60-1. Unless the Contractor has filed within 
the 12 months preceding the date of contract award, the Contractor 
shall, within 30 days after contract award, apply to either the regional 
Office of Federal Contract Compliance Programs (OFCCP) or the local 
office of the Equal Employment Opportunity Commission for the necessary 
forms.
    (8) The Contractor shall permit access to its premises, during 
normal business hours, by the contracting agency or the OFCCP for the 
purpose of conducting on-site compliance evaluations and complaint 
investigations. The Contractor shall permit the Government to inspect 
and copy any books, accounts, records (including computerized records), 
and other material that may be relevant to the matter under 
investigation and pertinent to compliance with Executive Order 11246, as 
amended, and rules and regulations that implement the Executive Order.
    (9) If the OFCCP determines that the Contractor is not in compliance 
with this clause or any rule, regulation, or order of the Secretary of 
Labor, this contract may be canceled, terminated, or suspended in whole 
or in part and the Contractor may be declared ineligible for further 
Government contracts, under the procedures authorized in Executive Order 
11246, as amended. In addition, sanctions may be imposed and remedies 
invoked against the Contractor as provided in Executive Order 11246, as 
amended; in the rules, regulations, and orders of the Secretary of 
Labor; or as otherwise provided by law.
    (10) The Contractor shall include the terms and conditions of this 
clause in every subcontract or purchase order that is not exempted by 
the rules, regulations, or orders of the Secretary of Labor issued under 
Executive Order 11246, as amended, so that these terms and conditions 
will be binding upon each subcontractor or vendor.
    (11) The Contractor shall take such action with respect to any 
subcontract or purchase order as the contracting officer may direct as a 
means of enforcing these terms and conditions, including sanctions for 
noncompliance; provided, that if the Contractor becomes involved in, or 
is threatened with, litigation with a subcontractor or vendor as a 
result of any direction, the Contractor may request the United States to 
enter into the litigation to protect the interests of the United States.
    (d) Notwithstanding any other clause in this contract, disputes 
relative to this clause will be governed by the procedures in 41 CFR 60-
1.1.

                             (End of clause)

    Alternate I (FEB 1999). As prescribed in 22.810(e), add the 
following as a preamble to the clause:

    Notice. The following terms of this clause are waived for this 
contract: ------ [Contracting Officer shall list terms].

[48 FR 42478, Sept. 19, 1983, as amended at 63 FR 70286, Dec. 18, 1998; 
67 FR 13067, Mar. 20, 2002; 72 FR 13588, Mar. 22, 2007]



Sec. 52.222-27  Affirmative Action Compliance Requirements for 

          Construction.

    As prescribed in 22.810(f), insert the following clause:

 Affirmative Action Compliance Requirements for Construction (FEB 1999)

    (a) Definitions.
    Covered area, as used in this clause, means the geographical area 
described in the solicitation for this contract.
    Deputy Assistant Secretary, as used in this clause, means the Deputy 
Assistant Secretary for Federal Contract Compliance, U.S. Department of 
Labor, or a designee.
    Employer identification number, as used in this clause, means the 
Federal Social Security number used on the employer's quarterly 
Federaltax return, U.S. Treasury Department Form 941.
    Minority, as used in this clause, means--

[[Page 159]]

    (1) American Indian or Alaskan Native (all persons having origins in 
any of the original peoples of North America and maintaining 
identifiable tribal affiliations through membership and participation or 
community identification).
    (2) Asian and Pacific Islander (all persons having origins in any of 
the original peoples of the Far East, Southeast Asia, the Indian 
Subcontinent, or the Pacific Islands);
    (3) Black (all persons having origins in any of the black African 
racial groups not of Hispanic origin); and
    (4) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central 
or South American, or other Spanish culture or origin, regardless of 
race).
    (b) If the Contractor, or a subcontractor at any tier, subcontracts 
a portion of the work involving any construction trade, each such 
subcontract in excess of $10,000 shall include this clause and the 
Notice containing the goals for minority and female participation stated 
in the solicitation for this contract.
    (c) If the Contractor is participating in a Hometown Plan (41 CFR 
60-4) approved by the U.S. Department of Labor in a covered area, either 
individually or through an association, its affirmative action 
obligations on all work in the plan area (including goals) shall comply 
with the plan for those trades that have unions participating in the 
plan. Contractors must be able to demonstrate participation in, and 
compliance with, the provisions of the plan. Each Contractor or 
subcontractor participating in an approved plan is also required to 
comply with its obligations under the Equal Opportunity clause, and to 
make a good faith effort to achieve each goal under the plan in each 
trade in which it has employees. The overall good-faith performance by 
other Contractors or subcontractors toward a goal in an approved plan 
does not excuse any Contractor's or subcontractor's failure to make 
good-faith efforts to achieve the plan's goals.
    (d) The Contractor shall implement the affirmative action procedures 
in subparagraphs (g)(1) through (16) of this clause. The goals stated in 
the solicitation for this contract are expressed as percentages of the 
total hours of employment and training of minority and female 
utilization that the Contractor should reasonably be able to achieve in 
each construction trade in which it has employees in the covered area. 
If the Contractor performs construction work in a geographical area 
located outside of the covered area, it shall apply the goals 
established for the geographical area where that work is actually 
performed. The Contractor is expected to make substantially uniform 
progress toward its goals in each craft.
    (e) Neither the terms and conditions of any collective bargaining 
agreement, nor the failure by a union with which the Contractor has a 
collective bargaining agreement, to refer minorities or women shall 
excuse the Contractor's obligations under this clause, Executive Order 
11246, as amended, or the regulations thereunder.
    (f) In order for the nonworking training hours of apprentices and 
trainees to be counted in meeting the goals, apprentices and trainees 
must be employed by the Contractor during the training period, and the 
Contractor must have made a commitment to employ the apprentices and 
trainees at the completion of their training, subject to the 
availability of employment opportunities. Trainees must be trained 
pursuant to training programs approved by the U.S. Department of Labor.
    (g) The Contractor shall take affirmative action to ensure equal 
employment opportunity. The evaluation of the Contractor's compliance 
with this clause shall be based upon its effort to achieve maximum 
results from its actions. The Contractor shall document these efforts 
fully and implement affirmative action steps at least as extensive as 
the following:
    (1) Ensure a working environment free of harassment, intimidation, 
and coercion at all sites and in all facilities where the Contractor's 
employees are assigned to work. The Contractor, if possible, will assign 
two or more women to each construction project. The Contractor shall 
ensure that foremen, superintendents, and other onsite supervisory 
personnel are aware of and carry out the Contractor's obligation to 
maintain such a working environment, with specific attention to minority 
or female individuals working at these sites or facilities.
    (2) Establish and maintain a current list of sources for minority 
and female recruitment. Provide written notification to minority and 
female recruitment sources and community organizations when the 
Contractor or its unions have employment opportunities available, and 
maintain a record of the organizations' responses.
    (3) Establish and maintain a current file of the names, addresses, 
and telephone numbers of each minority and female off-the-street 
applicant, referrals of minorities or females from unions, recruitment 
sources, or community organizations, and the action taken with respect 
to each individual. If an individual was sent to the union hiring hall 
for referral and not referred back to the Contractor by the union or, if 
referred back, not employed by the Contractor, this shall be documented 
in the file, along with whatever additional actions the Contractor may 
have taken.
    (4) Immediately notify the Deputy Assistant Secretary when the union 
or unions with which the Contractor has a collective bargaining 
agreement has not referred back to the Contractor a minority or woman 
sent by the Contractor, or when the Contractor has other information 
that the union referral

[[Page 160]]

process has impeded the Contractor's efforts to meet its obligations.
    (5) Develop on-the-job training opportunities and/or participate in 
training programs for the area that expressly include minorities and 
women, including upgrading programs and apprenticeship and trainee 
programs relevant to the Contractor's employment needs, especially those 
programs funded or approved by the Department of Labor. The Contractor 
shall provide notice of these programs to the sources compiled under 
subparagraph (g)(2) of this clause.
    (6) Disseminate the Contractor's equal employment policy by--
    (i) Providing notice of the policy to unions and to training, 
recruitment, and outreach programs, and requesting their cooperation in 
assisting the Contractor in meeting its contract obligations;
    (ii) Including the policy in any policy manual and in collective 
bargaining agreements;
    (iii) Publicizing the policy in the company newspaper, annual 
report, etc.;
    (iv) Reviewing the policy with all management personnel and with all 
minority and female employees at least once a year; and
    (v) Posting the policy on bulletin boards accessible to employees at 
each location where construction work is performed.
    (7) Review, at least annually, the Contractor's equal employment 
policy and affirmative action obligations with all employees having 
responsibility for hiring, assignment, layoff, termination, or other 
employment decisions. Conduct review of this policy with all on-site 
supervisory personnel before initiating construction work at a job site. 
A written record shall be made and maintained identifying the time and 
place of these meetings, persons attending, subject matter discussed, 
and disposition of the subject matter.
    (8) Disseminate the Contractor's equal employment policy externally 
by including it in any advertising in the news media, specifically 
including minority and female news media. Provide written notification 
to, and discuss this policy with, other Contractors and subcontractors 
with which the Contractor does or anticipates doing business.
    (9) Direct recruitment efforts, both oral and written, to minority, 
female, and community organizations, to schools with minority and female 
students, and to minority and female recruitment and training 
organizations serving the Contractor's recruitment area and employment 
needs. Not later than 1 month before the date for acceptance of 
applications for apprenticeship or training by any recruitment source, 
send written notification to organizations such as the above, describing 
the openings, screening procedures, and tests to be used in the 
selection process.
    (10) Encourage present minority and female employees to recruit 
minority persons and women. Where reasonable, provide after-school, 
summer, and vacation employment to minority and female youth both on the 
site and in other areas of the Contractor's workforce.
    (11) Validate all tests and other selection requirements where 
required under 41 CFR 60-3.
    (12) Conduct, at least annually, an inventory and evaluation at 
least of all minority and female personnel for promotional 
opportunities. Encourage these employees to seek or to prepare for, 
through appropriate training, etc., opportunities for promotion.
    (13) Ensure that seniority practices, job classifications, work 
assignments, and other personnel practices, do not have a discriminatory 
effect by continually monitoring all personnel and employment-related 
activities to ensure that the Contractor's obligations under this 
contract are being carried out.
    (14) Ensure that all facilities and company activities are 
nonsegregated except that separate or single-user rest rooms and 
necessary dressing or sleeping areas shall be provided to assure privacy 
between the sexes.
    (15) Maintain a record of solicitations for subcontracts for 
minority and female construction contractors and suppliers, including 
circulation of solicitations to minority and female contractor 
associations and other business associations.
    (16) Conduct a review, at least annually, of all supervisors' 
adherence to and performance under the Contractor's equal employment 
policy and affirmative action obligations.
    (h) The Contractor is encouraged to participate in voluntary 
associations that may assist in fulfilling one or more of the 
affirmative action obligations contained in subparagraphs (g)(1) through 
(16) of this clause. The efforts of a contractor association, joint 
contractor-union, contractor-community, or similar group of which the 
contractor is a member and participant may be asserted as fulfilling one 
or more of its obligations under subparagraphs (g)(1) through (16) of 
this clause, provided the Contractor--
    (1) Actively participates in the group;
    (2) Makes every effort to ensure that the group has a positive 
impact on the employment of minorities and women in the industry;
    (3) Ensures that concrete benefits of the program are reflected in 
the Contractor's minority and female workforce participation;
    (4) Makes a good-faith effort to meet its individual goals and 
timetables; and
    (5) Can provide access to documentation that demonstrates the 
effectiveness of actions taken on behalf of the Contractor. The 
obligation to comply is the Contractor's, and failure of such a group to 
fulfill an obligation shall not be a defense for the Contractor's 
noncompliance.

[[Page 161]]

    (i) A single goal for minorities and a separate single goal for 
women shall be established. The Contractor is required to provide equal 
employment opportunity and to take affirmative action for all minority 
groups, both male and female, and all women, both minority and 
nonminority. Consequently, the Contractor may be in violation of 
Executive Order 11246, as amended, if a particular group is employed in 
a substantially disparate manner.
    (j) The Contractor shall not use goals or affirmative action 
standards to discriminate against any person because of race, color, 
religion, sex, or national origin.
    (k) The Contractor shall not enter into any subcontract with any 
person or firm debarred from Government contracts under Executive Order 
11246, as amended.
    (l) The Contractor shall carry out such sanctions and penalties for 
violation of this clause and of the Equal Opportunity clause, including 
suspension, termination, and cancellation of existing subcontracts, as 
may be imposed or ordered under Executive Order 11246, as amended, and 
its implementing regulations, by the OFCCP. Any failure to carry out 
these sanctions and penalties as ordered shall be a violation of this 
clause and Executive Order 11246, as amended.
    (m) The Contractor in fulfilling its obligations under this clause 
shall implement affirmative action procedures at least as extensive as 
those prescribed in paragraph (g) of this clause, so as to achieve 
maximum results from its efforts to ensure equal employment opportunity. 
If the Contractor fails to comply with the requirements of Executive 
Order 11246, as amended, the implementing regulations, or this clause, 
the Deputy Assistant Secretary shall take action as prescribed in 41 CFR 
60-4.8.
    (n) The Contractor shall designate a responsible official to--
    (1) Monitor all employment-related activity to ensure that the 
Contractor's equal employment policy is being carried out;
    (2) Submit reports as may be required by the Government; and
    (3) Keep records that shall at least include for each employee the 
name, address, telephone number, construction trade, union affiliation 
(if any), employee identification number, social security number, race, 
sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), 
dates of changes in status, hours worked per week in the indicated 
trade, rate of pay, and locations at which the work was performed. 
Records shall be maintained in an easily understandable and retrievable 
form; however, to the degree that existing records satisfy this 
requirement, separate records are not required to be maintained.
    (o) Nothing contained herein shall be construed as a limitation upon 
the application of other laws that establish different standards of 
compliance or upon the requirements for the hiring of local or other 
area residents (e.g., those under the Public Works Employment Act of 
1977 and the Community Development Block Grant Program).

                             (End of clause)

[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 38518, Sept. 18, 1990; 
63 FR 70286, Dec. 18, 1998]



Sec. 52.222-28  [Reserved]



Sec. 52.222-29  Notification of visa denial.

    As prescribed in 22.810(g), insert the following clause:

                 Notification of Visa Denial (JUN 2003)

    It is a violation of Executive Order 11246 for a Contractor to 
refuse to employ any applicant or not to assign any person hired in the 
United States, Puerto Rico, the Northern Mariana Islands, American 
Samoa, Guam, the U.S. Virgin Islands, or Wake Island, on the basis that 
the individual's race, color, religion, sex, or national origin is not 
compatible with the policies of the country where or for whom the work 
will be performed (41 CFR 60-1.10). The Contractor shall notify the U.S. 
Department of State, Assistant Secretary, Bureau of Political-Military 
Affairs (PM), 2201 C Street NW., Room 6212, Washington, DC 20520, and 
the U.S. Department of Labor, Deputy Assistant Secretary for Federal 
Contract Compliance, when it has knowledge of any employee or potential 
employee being denied an entry visa to a country where this contract 
will be performed, and it believes the denial is attributable to the 
race, color, religion, sex, or national origin of the employee or 
potential employee.

                             (End of clause)

[68 FR 28085, May 22, 2003]



Sec. 52.222-30  Davis-Bacon Act--Price Adjustment (None or Separately 

          Specified Method).

    As prescribed in 22.407(e), insert the following clause:

Davis-Bacon Act--Price Adjustment (None or Separately Specified Method) 
                               (DEC 2001)

    (a) The wage determination issued under the Davis-Bacon Act by the 
Administrator, Wage and Hour Division, Employment Standards 
Administration, U.S. Department of Labor, that is effective for an 
option to extend the term of the contract, will apply to that option 
period.

[[Page 162]]

    (b) The Contracting Officer will make no adjustment in contract 
price, other than provided for elsewhere in this contract, to cover any 
increases or decreases in wages and benefits as a result of--
    (1) Incorporation of the Department of Labor's wage determination 
applicable at the exercise of the option to extend the term of the 
contract;
    (2) Incorporation of a wage determination otherwise applied to the 
contract by operation of law; or
    (3) An increase in wages and benefits resulting from any other 
requirement applicable to workers subject to the Davis-Bacon Act.

                             (End of clause)

[66 FR 53482, Oct. 22, 2001]



Sec. 52.222-31  Davis-Bacon Act--Price Adjustment (Percentage Method).

    As prescribed in 22.407(f), insert the following clause:

    Davis-Bacon Act--Price Adjustment (Percentage Method) (DEC 2001)

    (a) The wage determination issued under the Davis-Bacon Act by the 
Administrator, Wage and Hour Division, Employment Standards 
Administration, U.S. Department of Labor, that is effective for an 
option to extend the term of the contract, will apply to that option 
period.
    (b) The Contracting Officer will adjust the portion of the contract 
price or contract unit price(s) containing the labor costs subject to 
the Davis-Bacon Act to provide for an increase in wages and fringe 
benefits at the exercise of each option to extend the term of the 
contract in accordance with the following procedures:
    (1) The Contracting Officer has determined that the portion of the 
contract price or contract unit price(s) containing labor costs subject 
to the Davis-Bacon Act is ------------ [Contracting Officer insert 
percentage rate] percent.
    (2) The Contracting Officer will increase the portion of the 
contract price or contract unit price(s) containing the labor costs 
subject to the Davis-Bacon Act by the percentage rate published in ----
--------[Contracting Officer insert publication].
    (c) The Contracting Officer will make the price adjustment at the 
exercise of each option to extend the term of the contract. This 
adjustment is the only adjustment that the Contracting Officer will make 
to cover any increases in wages and benefits as a result of--
    (1) Incorporation of the Department of Labor's wage determination 
applicable at the exercise of the option to extend the term of the 
contract;
    (2) Incorporation of a wage determination otherwise applied to the 
contract by operation of law; or
    (3) An increase in wages and benefits resulting from any other 
requirement applicable to workers subject to the Davis-Bacon Act.

                             (End of clause)

[66 FR 53482, Oct. 22, 2001]



Sec. 52.222-32  Davis-Bacon Act--Price Adjustment (Actual Method).

    As prescribed in 22.407(g), insert the following clause:

      Davis-Bacon Act--Price Adjustment (Actual Method) (DEC 2001)

    (a) The wage determination issued under the Davis-Bacon Act by the 
Administrator, Wage and Hour Division, Employment Standards 
Administration, U.S. Department of Labor, that is effective for an 
option to extend the term of the contract, will apply to that option 
period.
    (b)(1) The Contractor states that if the prices in this contract 
contain an allowance for wage or benefit increases, such allowance will 
not be included in any request for contract price adjustment submitted 
under this clause.
    (2) The Contractor shall provide with each request for contract 
price adjustment under this clause a statement that the prices in the 
contract do not include any allowance for any increased cost for which 
adjustment is being requested.
    (c) The Contracting Officer will adjust the contract price or 
contract unit price labor rates to reflect the Contractor's actual 
increase or decrease in wages and fringe benefits to the extent that the 
increase is made to comply with, or the decrease is voluntarily made by 
the Contractor as a result of--
    (1) Incorporation of the Department of Labor's Davis-Bacon Act wage 
determination applicable at the exercise of an option to extend the term 
of the contract; or
    (2) Incorporation of a Davis-Bacon Act wage determination otherwise 
applied to the contract by operation of law.
    (d) Any adjustment will be limited to increases or decreases in 
wages and fringe benefits as described in paragraph (c) of this clause, 
and the accompanying increases or decreases in social security and 
unemployment taxes and workers' compensation insurance, but will not 
otherwise include any amount for general and administrative costs, 
overhead, or profit.
    (e) The Contractor shall notify the Contracting Officer of any 
increase claimed under this clause within 30 days after receiving a 
revised wage determination unless this

[[Page 163]]

notification period is extended in writing by the Contracting Officer. 
The Contractor shall notify the Contracting Officer promptly of any 
decrease under this clause, but nothing in this clause precludes the 
Government from asserting a claim within the period permitted by law. 
The notice shall contain a statement of the amount claimed and any 
relevant supporting data, including payroll records that the Contracting 
Officer may reasonably require. Upon agreement of the parties, the 
Contracting Officer will modify the contract price or contract unit 
price in writing. The Contractor shall continue performance pending 
agreement on or determination of any such adjustment and its effective 
date.
    (f) Contract price adjustment computations shall be computed as 
follows:
    (1) Computation for contract unit price per single craft hour for 
schedule of indefinite-quantity work. For each labor classification, the 
difference between the actual wage and benefit rates (combined) paid and 
the wage and benefit rates (combined) required by the new wage 
determination shall be added to the original contract unit price if the 
difference results in a combined increase. If the difference computed 
results in a combined decrease, the contract unit price shall be 
decreased by that amount if the Contractor provides notification as 
provided in paragraph (e) of this clause.
    (2) Computation for contract unit price containing multiple craft 
hours for schedule of indefinite-quantity work. For each labor 
classification, the difference between the actual wage and benefit rates 
(combined) paid and the wage and benefit rates (combined) required by 
the new wage determination shall be multiplied by the actual number of 
hours expended for each craft involved in accomplishing the unit-priced 
work item. The product of this computation will then be divided by the 
actual number of units ordered in the preceding contract period. The 
total of these computations for each craft will be added to the current 
contract unit price to obtain the new contract unit price. The extended 
amount for the contract line item will be obtained by multiplying the 
new unit price by the estimated quantity. If actual hours are not 
available from the preceding contract period for computation of the 
adjustment for a specific contract unit of work, the Contractor, in 
agreement with the Contracting Officer, shall estimate the total hours 
per craft per contract unit of work.

                          Example: Asphalt Paving--Current Price $3.38 per Square Yard
----------------------------------------------------------------------------------------------------------------
                                              Hourly
           DBA craft             New WD        rate        Diff.      Actual hrs.   Actual units       Increase/
                                               paid                                  (sq. yard)         sq. yard
----------------------------------------------------------------------------------------------------------------
Equip. Opr....................   $18.50   -   $18.00   =    $.50   x  600 hrs./    3,000 sq. yrd.   =       $.10
Truck Driver..................   $19.00   -   $18.25   =    $.75   x  525 hrs./    3,000 sq. yrd.   =       $.13
Laborer.......................   $11.50   -   $11.25   =    $.25   x  750 hrs./    3,000 sq. yrd.   =       $.06
                                                                                                      ----------
    Total increase per square yard...................................................................     * $.29
* Note: Adjustment for labor rate increases or decreases may be accompanied by social security and unemployment
 taxes and workers' compensation insurance.
Current unit price (per square     $3.38
 yard).
Add DBA price adj.............     +.29
New unit price (per square        $3.67
 yard).
----------------------------------------------------------------------------------------------------------------

                             (End of clause)

[66 FR 53482, Oct. 22, 2001]



Sec. 52.222-33  Notice of Requirement for Project Labor Agreement.

    As prescribed in 22.505(a)(1), insert the following provision:
    NOTICE OF REQUIREMENT FOR PROJECT LABOR AGREEMENT (MAY 2010)
    (a) Definitions. ``Labor organization'' and ``project labor 
agreement,'' as used in this provision, are defined in the clause of 
this solicitation entitled Project Labor Agreement.
    (b) Consistent with applicable law, the offeror shall negotiate a 
project labor agreement with one or more labor organizations for the 
term of the resulting construction contract.
    (c) Consistent with applicable law, the project labor agreement 
reached pursuant to this provision shall--
    (1) Bind the offeror and all subcontractors engaged in construction 
on the construction project to comply with the project labor agreement;
    (2) Allow the offeror and all subcontractors to compete for 
contracts and subcontracts without regard to whether they are otherwise 
parties to collective bargaining agreements;
    (3) Contain guarantees against strikes, lockouts, and similar job 
disruptions;
    (4) Set forth effective, prompt, and mutually binding procedures for 
resolving labor

[[Page 164]]

disputes arising during the term of the project labor agreement;
    (5) Provide other mechanisms for labor-management cooperation on 
matters of mutual interest and concern, including productivity, quality 
of work, safety, and health; and
    (6) Fully conform to all statutes, regulations, Executive orders, 
and agency requirements.
    (d) Any project labor agreement reached pursuant to this provision 
does not change the terms of this contract or provide for any price 
adjustment by the Government.
    (e) The offeror shall submit to the Contracting Officer a copy of 
the project labor agreement with its offer.

                           (End of Provision)

    Alternate I (MAY 2010). As prescribed in 22.505(a)(1), substitute 
the following paragraphs (b) and (e) for paragraphs (b) and (e) of the 
basic clause.
    (b) The apparent successful offeror shall negotiate a project labor 
agreement with one or more labor organizations for the term of the 
resulting construction contract.
    (e) The apparent successful offeror shall submit to the Contracting 
Officer a copy of the project labor agreement prior to contract award.
    Alternate II (MAY 2010). As prescribed in 22.505(a)(2), substitute 
the following paragraph (b) in lieu of paragraphs (b) through (e) of the 
basic clause:
    (b) Consistent with applicable law, if awarded the contract, the 
offeror shall negotiate a project labor agreement with one or more labor 
organizations for the term of the resulting construction contract.

[75 FR 19178, Apr. 13, 2010]



Sec. 52.222-34  Project Labor Agreement.

    As prescribed in 22.505(b)(1), insert the following clause:

    PROJECT LABOR AGREEMENT (MAY 2010)
    (a) Definitions. As used in this clause--
    Labor organization means a labor organization as defined in 29 
U.S.C. 152(5).
    Project labor agreement means a pre-hire collective bargaining 
agreement with one or more labor organizations that establishes the 
terms and conditions of employment for a specific construction project 
and is an agreement described in 29 U.S.C. 158(f).
    (b) The Contractor shall maintain in a current status throughout the 
life of the contract the project labor agreement entered into prior to 
the award of this contract in accordance with solicitation provision 
52.222-33, Notice of Requirement for Project Labor Agreement.
    (c) Subcontracts. The Contractor shall include the substance of this 
clause, including this paragraph (c), in all subcontracts with 
subcontractors engaged in construction on the construction project.

                             (End of Clause)

    Alternate I (MAY 2010). As prescribed in 22.505(b)(2), substitute 
the following paragraphs (b) through (f) for paragraphs (b) and (c) of 
the basic clause:
    (b) Consistent with applicable law, the Contractor shall negotiate a 
project labor agreement with one or more labor organizations for the 
term of this construction contract. The Contractor shall submit an 
executed copy of the project labor agreement to the Contracting Officer.
    (c) Consistent with applicable law, the project labor agreement 
reached pursuant to this clause shall--
    (1) Bind the Contractor and all subcontractors engaged in 
construction on the construction project to comply with the project 
labor agreement;
    (2) Allow the Contractor and all subcontractors to compete for 
contracts and subcontracts without regard to whether they are otherwise 
parties to collective bargaining agreements;
    (3) Contain guarantees against strikes, lockouts, and similar job 
disruptions;
    (4) Set forth effective, prompt, and mutually binding procedures for 
resolving labor disputes arising during the project labor agreement;
    (5) Provide other mechanisms for labor-management cooperation on 
matters of mutual interest and concern, including productivity, quality 
of work, safety, and health; and
    (6) Fully conform to all statutes, regulations, Executive orders, 
and agency requirements.
    (d) Any project labor agreement reached pursuant to this clause does 
not change the terms of this contract or provide for any price 
adjustment by the Government.
    (e) The Contractor shall maintain in a current status throughout the 
life of the contract the project labor agreement entered into pursuant 
to this clause.
    (f) Subcontracts. The Contractor shall require subcontractors 
engaged in construction on the construction project to agree to any 
project labor agreement negotiated by the prime contractor pursuant to 
this clause, and shall include the substance of paragraphs (d) through 
(f) of this clause in all subcontracts with subcontractors engaged in 
construction on the construction project.

[75 FR 19178, Apr. 13, 2010, as amended at 75 FR 34291, June 16, 2010]

[[Page 165]]



Sec. 52.222-35  Equal Opportunity for Veterans.

    As prescribed in 22.1310(a)(1), insert the following clause:

                EQUAL OPPORTUNITY FOR VETERANS (SEP 2010)

    (a) Definitions. As used in this clause--
    All employment openings means all positions except executive and 
senior management, those positions that will be filled from within the 
Contractor's organization, and positions lasting 3 days or less. This 
term includes full-time employment, temporary employment of more than 3 
days duration, and part-time employment.
    Armed Forces service medal veteran means any veteran who, while 
serving on active duty in the U.S. military, ground, naval, or air 
service, participated in a United States military operation for which an 
Armed Forces service medal was awarded pursuant to Executive Order 12985 
(61 FR 1209).
    Disabled veteran means--
    (1) A veteran of the U.S. military, ground, naval, or air service, 
who is entitled to compensation (or who but for the receipt of military 
retired pay would be entitled to compensation) under laws administered 
by the Secretary of Veterans Affairs; or
    (2) A person who was discharged or released from active duty because 
of a service-connected disability.
    Executive and senior management means--(1) Any employee--
    (i) Compensated on a salary basis at a rate of not less than $455 
per week (or $380 per week, if employed in American Samoa by employers 
other than the Federal Government), exclusive of board, lodging or other 
facilities;
    (ii) Whose primary duty consists of the management of the enterprise 
in which the individual is employed or of a customarily recognized 
department or subdivision thereof;
    (iii) Who customarily and regularly directs the work of two or more 
other employees; and
    (iv) Who has the authority to hire or fire other employees or whose 
suggestions and recommendations as to the hiring or firing and as to the 
advancement and promotion or any other change of status of other 
employees will be given particular weight; or
    (2) Any employee who owns at least a bona fide 20-percent equity 
interest in the enterprise in which the employee is employed, regardless 
of whether the business is a corporate or other type of organization, 
and who is actively engaged in its management.
    Other protected veteran means a veteran who served on active duty in 
the U.S. military, ground, naval, or air service, during a war or in a 
campaign or expedition for which a campaign badge has been authorized 
under the laws administered by the Department of Defense.
    Positions that will be filled from within the Contractor's 
organization means employment openings for which the Contractor will 
give no consideration to persons outside the Contractor's organization 
(including any affiliates, subsidiaries, and parent companies) and 
includes any openings the Contractor proposes to fill from regularly 
established ``recall'' lists. The exception does not apply to a 
particular opening once an employer decides to consider applicants 
outside of its organization.
    Qualified disabled veteran means a disabled veteran who has the 
ability to perform the essential functions of the employment positions 
with or without reasonable accommodation.
    Recently separated veteran means any veteran during the three-year 
period beginning on the date of such veteran's discharge or release from 
active duty in the U.S. military, ground, naval or air service.
    (b) General. (1) The Contractor shall not discriminate against any 
employee or applicant for employment because the individual is a 
disabled veteran, recently separated veteran, other protected veterans, 
or Armed Forces service medal veteran, regarding any position for which 
the employee or applicant for employment is qualified. The Contractor 
shall take affirmative action to employ, advance in employment, and 
otherwise treat qualified individuals, including qualified disabled 
veterans, without discrimination based upon their status as a disabled 
veteran, recently separated veteran, Armed Forces service medal veteran, 
and other protected veteran in all employment practices including the 
following:
    (i) Recruitment, advertising, and job application procedures.
    (ii) Hiring, upgrading, promotion, award of tenure, demotion, 
transfer, layoff, termination, right of return from layoff and rehiring.
    (iii) Rate of pay or any other form of compensation and changes in 
compensation.
    (iv) Job assignments, job classifications, organizational 
structures, position descriptions, lines of progression, and seniority 
lists.
    (v) Leaves of absence, sick leave, or any other leave.
    (vi) Fringe benefits available by virtue of employment, whether or 
not administered by the Contractor.
    (vii) Selection and financial support for training, including 
apprenticeship, and on-the-job training under 38 U.S.C. 3687, 
professional meetings, conferences, and other related activities, and 
selection for leaves of absence to pursue training.
    (viii) Activities sponsored by the Contractor including social or 
recreational programs.

[[Page 166]]

    (ix) Any other term, condition, or privilege of employment.
    (2) The Contractor shall comply with the rules, regulations, and 
relevant orders of the Secretary of Labor issued under the Vietnam Era 
Veterans' Readjustment Assistance Act of 1972 (the Act), as amended (38 
U.S.C. 4211 and 4212).
    (3) The Department of Labor's regulations require contractors with 
50 or more employees and a contract of $100,000 or more to have an 
affirmative action program for veterans. See 41 CFR part 60-300, subpart 
C.
    (c) Listing openings. (1) The Contractor shall immediately list all 
employment openings that exist at the time of the execution of this 
contract and those which occur during the performance of this contract, 
including those not generated by this contract, and including those 
occurring at an establishment of the Contractor other than the one where 
the contract is being performed, but excluding those of independently 
operated corporate affiliates, at an appropriate employment service 
delivery system where the opening occurs. Listing employment openings 
with the State workforce agency job bank or with the local employment 
service delivery system where the opening occurs shall satisfy the 
requirement to list jobs with the appropriate employment service 
delivery system.
    (2) The Contractor shall make the listing of employment openings 
with the appropriate employment service delivery system at least 
concurrently with using any other recruitment source or effort and shall 
involve the normal obligations of placing a bona fide job order, 
including accepting referrals of veterans and nonveterans. This listing 
of employment openings does not require hiring any particular job 
applicant or hiring from any particular group of job applicants and is 
not intended to relieve the Contractor from any requirements of 
Executive orders or regulations concerning nondiscrimination in 
employment.
    (3) Whenever the Contractor becomes contractually bound to the 
listing terms of this clause, it shall advise the State workforce agency 
in each State where it has establishments of the name and location of 
each hiring location in the State. As long as the Contractor is 
contractually bound to these terms and has so advised the State agency, 
it need not advise the State agency of subsequent contracts. The 
Contractor may advise the State agency when it is no longer bound by 
this contract clause.
    (d) Applicability. This clause does not apply to the listing of 
employment openings that occur and are filled outside the 50 States, the 
District of Columbia, Puerto Rico, the Northern Mariana Islands, 
American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.
    (e) Postings. (1) The Contractor shall post employment notices in 
conspicuous places that are available to employees and applicants for 
employment.
    (2) The employment notices shall--
    (i) State the rights of applicants and employees as well as the 
Contractor's obligation under the law to take affirmative action to 
employ and advance in employment qualified employees and applicants who 
are disabled veterans, recently separated veterans, Armed Forces service 
medal veterans, and other protected veterans; and
    (ii) Be in a form prescribed by the Director, Office of Federal 
Contract Compliance Programs, and provided by or through the Contracting 
Officer.
    (3) The Contractor shall ensure that applicants or employees who are 
disabled veterans are informed of the contents of the notice (e.g., the 
Contractor may have the notice read to a visually disabled veteran, or 
may lower the posted notice so that it can be read by a person in a 
wheelchair).
    (4) The Contractor shall notify each labor union or representative 
of workers with which it has a collective bargaining agreement, or other 
contract understanding, that the Contractor is bound by the terms of the 
Act and is committed to take affirmative action to employ, and advance 
in employment, qualified disabled veterans, recently separated veterans, 
other protected veterans, and Armed Forces service medal veterans.
    (f) Noncompliance. If the Contractor does not comply with the 
requirements of this clause, the Government may take appropriate actions 
under the rules, regulations, and relevant orders of the Secretary of 
Labor. This includes implementing any sanctions imposed on a contractor 
by the Department of Labor for violations of this clause (52.222-35, 
Equal Opportunity for Veterans). These sanctions (see 41 CFR 60-300.66) 
may include--
    (1) Withholding progress payments;
    (2) Termination or suspension of the contract; or
    (3) Debarment of the contractor.
    (g) Subcontracts. The Contractor shall insert the terms of this 
clause in subcontracts of $100,000 or more unless exempted by rules, 
regulations, or orders of the Secretary of Labor. The Contractor shall 
act as specified by the Director, Office of Federal Contract Compliance 
Programs, to enforce the terms, including action for noncompliance.

                             (End of clause)

    Alternate I (DEC 2001). As prescribed in 22.1310(a)(2), add the 
following as a preamble to the clause:

[[Page 167]]

    Notice: The following term(s) of this clause are waived for this 
contract: ------------------------ [List term(s)].

[75 FR 60252, Sept. 29, 2010]



Sec. 52.222-36  Affirmative Action for Workers With Disabilities.

    As prescribed in 22.1408(a), insert the following clause:

       Affirmative Action for Workers With Disabilities (OCT 2010)

    (a) General. (1) Regarding any position for which the employee or 
applicant for employment is qualified, the Contractor shall not 
discriminate against any employee or applicant because of physical or 
mental disability. The Contractor agrees to take affirmative action to 
employ, advance in employment, and otherwise treat qualified individuals 
with disabilities without discrimination based upon their physical or 
mental disability in all employment practices such as--
    (i) Recruitment, advertising, and job application procedures;
    (ii) Hiring, upgrading, promotion, award of tenure, demotion, 
transfer, layoff, termination, right of return from layoff, and 
rehiring;
    (iii) Rates of pay or any other form of compensation and changes in 
compensation;
    (iv) Job assignments, job classifications, organizational 
structures, position descriptions, lines of progression, and seniority 
lists;
    (v) Leaves of absence, sick leave, or any other leave;
    (vi) Fringe benefits available by virtue of employment, whether or 
not administered by the Contractor;
    (vii) Selection and financial support for training, including 
apprenticeships, professional meetings, conferences, and other related 
activities, and selection for leaves of absence to pursue training;
    (viii) Activities sponsored by the Contractor, including social or 
recreational programs; and
    (ix) Any other term, condition, or privilege of employment.
    (2) The Contractor agrees to comply with the rules, regulations, and 
relevant orders of the Secretary of Labor (Secretary) issued under the 
Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.
    (b) Postings. (1) The Contractor agrees to post employment notices 
stating--
    (i) The Contractor's obligation under the law to take affirmative 
action to employ and advance in employment qualified individuals with 
disabilities; and
    (ii) The rights of applicants and employees.
    (2) These notices shall be posted in conspicuous places that are 
available to employees and applicants for employment. The Contractor 
shall ensure that applicants and employees with disabilities are 
informed of the contents of the notice (e.g., the Contractor may have 
the notice read to a visually disabled individual, or may lower the 
posted notice so that it might be read by a person in a wheelchair). The 
notices shall be in a form prescribed by the Deputy Assistant Secretary 
for Federal Contract Compliance of the U.S. Department of Labor (Deputy 
Assistant Secretary) and shall be provided by or through the Contracting 
Officer.
    (3) The Contractor shall notify each labor union or representative 
of workers with which it has a collective bargaining agreement or other 
contract understanding, that the Contractor is bound by the terms of 
Section 503 of the Act and is committed to take affirmative action to 
employ, and advance in employment, qualified individuals with physical 
or mental disabilities.
    (c) Noncompliance. If the Contractor does not comply with the 
requirements of this clause, appropriate actions may be taken under the 
rules, regulations, and relevant orders of the Secretary issued pursuant 
to the Act.
    (d) Subcontracts. The Contractor shall include the terms of this 
clause in every subcontract or purchase order in excess of $15,000 
unless exempted by rules, regulations, or orders of the Secretary. The 
Contractor shall act as specified by the Deputy Assistant Secretary to 
enforce the terms, including action for noncompliance.

                             (End of clause)

    Alternate I (JUN 1998). As prescribed in 22.1408(b), add the 
following as a preamble to the clause:

    Notice: The following term(s) of this clause are waived for this 
contract:

________________________________________________________________________

[List term(s)].

[63 FR 34075, June 22, 1998, as amended at 75 FR 53134, Aug. 30, 2010]



Sec. 52.222-37  Employment Reports on Veterans.

    As prescribed in 22.1310(b), insert the following clause:

                EMPLOYMENT REPORTS ON VETERANS (SEP 2010)

    (a) Definitions. As used in this clause, ``Armed Forces service 
medal veteran,'' ``disabled veteran,'' ``other protected veteran,'' and 
``recently separated veteran,'' have the meanings given in the Equal 
Opportunity for Veterans clause 52.222-35.
    (b) Unless the Contractor is a State or local government agency, the 
Contractor

[[Page 168]]

shall report at least annually, as required by the Secretary of Labor, 
on--
    (1) The total number of employees in the contractor's workforce, by 
job category and hiring location, who are disabled veterans, other 
protected veterans, Armed Forces service medal veterans, and recently 
separated veterans.
    (2) The total number of new employees hired during the period 
covered by the report, and of the total, the number of disabled 
veterans, other protected veterans, Armed Forces service medal veterans, 
and recently separated veterans; and
    (3) The maximum number and minimum number of employees of the 
Contractor or subcontractor at each hiring location during the period 
covered by the report.
    (c) The Contractor shall report the above items by completing the 
Form VETS-100A, entitled ``Federal Contractor Veterans' Employment 
Report (VETS-100A Report).''
    (d) The Contractor shall submit VETS-100A Reports no later than 
September 30 of each year.
    (e) The employment activity report required by paragraphs (b)(2) and 
(b)(3) of this clause shall reflect total new hires, and maximum and 
minimum number of employees, during the most recent 12-month period 
preceding the ending date selected for the report. Contractors may 
select an ending date--
    (1) As of the end of any pay period between July 1 and August 31 of 
the year the report is due; or
    (2) As of December 31, if the Contractor has prior written approval 
from the Equal Employment Opportunity Commission to do so for purposes 
of submitting the Employer Information Report EEO-1 (Standard Form 100).
    (f) The number of veterans reported must be based on data known to 
the contractor when completing the VETS-100A. The contractor's knowledge 
of veterans status may be obtained in a variety of ways, including an 
invitation to applicants to self-identify (in accordance with 41 CFR 60-
300.42), voluntary self-disclosure by employees, or actual knowledge of 
veteran status by the contractor. This paragraph does not relieve an 
employer of liability for discrimination under 38 U.S.C. 4212.
    (g) The Contractor shall insert the terms of this clause in 
subcontracts of $100,000 or more unless exempted by rules, regulations, 
or orders of the Secretary of Labor.

                             (End of clause)

[75 FR 60253, Sept. 29, 2010]



Sec. 52.222-38  Compliance with Veterans' Employment Reporting 

          Requirements.

    As prescribed in 22.1310(c), insert the following provision:

 Compliance With Veterans' Employment Reporting Requirements (SEP 2010)

    By submission of its offer, the offeror represents that, if it is 
subject to the reporting requirements of 38 U.S.C. 4212(d) (i.e., if it 
has any contract containing Federal Acquisition Regulation clause 
52.222-37, Employment Reports on Veterans), it has submitted the most 
recent VETS-100A Report required by that clause.

                           (End of provision)

[66 FR 53491, Oct. 22, 2001, as amended at 75 FR 60254, Sept. 29, 2010]



Sec. 52.222-39--52.222-40  [Reserved]



Sec. 52.222-41  Service Contract Act of 1965.

    As prescribed in 22.1006(a), insert the following clause:

                 Service Contract Act of 1965 (NOV 2007)

    (a) Definitions. As used in this clause--
    Act means the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)
    Contractor when this clause is used in any subcontract, shall be 
deemed to refer to the subcontractor, except in the term ``Government 
Prime Contractor.''
    Service employee means any person engaged in the performance of this 
contract other than any person employed in a bona fide executive, 
administrative, or professional capacity, as these terms are defined in 
part 541 of title 29, Code of Federal Regulations, as revised. It 
includes all such persons regardless of any contractual relationship 
that may be alleged to exist between a Contractor or subcontractor and 
such persons.
    (b) Applicability. This contract is subject to the following 
provisions and to all other applicable provisions of the Act and 
regulations of the Secretary of Labor (29 CFR part 4). This clause does 
not apply to contracts or subcontracts administratively exempted by the 
Secretary of Labor or exempted by 41 U.S.C. 356, as interpreted in 
subpart C of 29 CFR part 4.
    (c) Compensation. (1) Each service employee employed in the 
performance of this contract by the Contractor or any subcontractor 
shall be paid not less than the minimum monetary wages and shall be 
furnished fringe benefits in accordance with the wages and fringe 
benefits determined by the Secretary of Labor, or authorized 
representative, as

[[Page 169]]

specified in any wage determination attached to this contract.
    (2)(i) If a wage determination is attached to this contract, the 
Contractor shall classify any class of service employee which is not 
listed therein and which is to be employed under the contract (i.e., the 
work to be performed is not performed by any classification listed in 
the wage determination) so as to provide a reasonable relationship 
(i.e., appropriate level of skill comparison) between such unlisted 
classifications and the classifications listed in the wage 
determination. Such conformed class of employees shall be paid the 
monetary wages and furnished the fringe benefits as are determined 
pursuant to the procedures in this paragraph (c).
    (ii) This conforming procedure shall be initiated by the Contractor 
prior to the performance of contract work by the unlisted class of 
employee. The Contractor shall submit Standard Form (SF) 1444, Request 
for Authorization of Additional Classification and Rate, to the 
Contracting Officer no later than 30 days after the unlisted class of 
employee performs any contract work. The Contracting Officer shall 
review the proposed classification and rate and promptly submit the 
completed SF 1444 (which must include information regarding the 
agreement or disagreement of the employees' authorized representatives 
or the employees themselves together with the agency recommendation), 
and all pertinent information to the Wage and Hour Division, Employment 
Standards Administration U.S. Department of Labor. The Wage and Hour 
Division will approve, modify, or disapprove the action or render a 
final determination in the event of disagreement within 30 days of 
receipt or will notify the Contracting Officer within 30 days of receipt 
that additional time is necessary.
    (iii) The final determination of the conformance action by the Wage 
and Hour Division shall be transmitted to the Contracting Officer who 
shall promptly notify the Contractor of the action taken. Each affected 
employee shall be furnished by the Contractor with a written copy of 
such determination or it shall be posted as a part of the wage 
determination.
    (iv)(A) The process of establishing wage and fringe benefit rates 
that bear a reasonable relationship to those listed in a wage 
determination cannot be reduced to any single formula. The approach used 
may vary from wage determination to wage determination depending on the 
circumstances. Standard wage and salary administration practices which 
rank various job classifications by pay grade pursuant to point schemes 
or other job factors may, for example, be relied upon. Guidance may also 
be obtained from the way different jobs are rated under Federal pay 
systems (Federal Wage Board Pay System and the General Schedule) or from 
other wage determinations issued in the same locality. Basic to the 
establishment of any conformable wage rate(s) is the concept that a pay 
relationship should be maintained between job classifications based on 
the skill required and the duties performed.
    (B) In the case of a contract modification, an exercise of an 
option, or extension of an existing contract, or in any other case where 
a Contractor succeeds a contract under which the classification in 
question was previously conformed pursuant to paragraph (c) of this 
clause, a new conformed wage rate and fringe benefits may be assigned to 
the conformed classification by indexing (i.e., adjusting) the previous 
conformed rate and fringe benefits by an amount equal to the average 
(mean) percentage increase (or decrease, where appropriate) between the 
wages and fringe benefits specified for all classifications to be used 
on the contract which are listed in the current wage determination, and 
those specified for the corresponding classifications in the previously 
applicable wage determination. Where conforming actions are accomplished 
in accordance with this paragraph prior to the performance of contract 
work by the unlisted class of employees, the Contractor shall advise the 
Contracting Officer of the action taken but the other procedures in 
subdivision (c)(2)(ii) of this clause need not be followed.
    (C) No employee engaged in performing work on this contract shall in 
any event be paid less than the currently applicable minimum wage 
specified under section 6(a)(1) of the Fair Labor Standards Act of 1938, 
as amended.
    (v) The wage rate and fringe benefits finally determined under this 
subparagraph (c)(2) of this clause shall be paid to all employees 
performing in the classification from the first day on which contract 
work is performed by them in the classification. Failure to pay the 
unlisted employees the compensation agreed upon by the interested 
parties and/or finally determined by the Wage and Hour Division 
retroactive to the date such class of employees commenced contract work 
shall be a violation of the Act and this contract.
    (vi) Upon discovery of failure to comply with subparagraph (c)(2) of 
this clause, the Wage and Hour Division shall make a final determination 
of conformed classification, wage rate, and/or fringe benefits which 
shall be retroactive to the date such class or classes of employees 
commenced contract work.
    (3) Adjustment of Compensation. If the term of this contract is more 
than 1 year, the minimum monetary wages and fringe benefits required to 
be paid or furnished thereunder to service employees under this contract 
shall be subject to adjustment after 1 year and not less often than once 
every 2 years, under

[[Page 170]]

wage determinations issued by the Wage and Hour Division.
    (d) Obligation to Furnish Fringe Benefits. The Contractor or 
subcontractor may discharge the obligation to furnish fringe benefits 
specified in the attachment or determined under subparagraph (c)(2) of 
this clause by furnishing equivalent combinations of bona fide fringe 
benefits, or by making equivalent or differential cash payments, only in 
accordance with subpart D of 29 CFR part 4.
    (e) Minimum Wage. In the absence of a minimum wage attachment for 
this contract, neither the Contractor nor any subcontractor under this 
contract shall pay any person performing work under this contract 
(regardless of whether the person is a service employee) less than the 
minimum wage specified by section 6(a)(1) of the Fair Labor Standards 
Act of 1938. Nothing in this clause shall relieve the Contractor or any 
subcontractor of any other obligation under law or contract for payment 
of a higher wage to any employee.
    (f) Successor Contracts. If this contract succeeds a contract 
subject to the Act under which substantially the same services were 
furnished in the same locality and service employees were paid wages and 
fringe benefits provided for in a collective bargaining agreement, in 
the absence of the minimum wage attachment for this contract setting 
forth such collectively bargained wage rates and fringe benefits, 
neither the Contractor nor any subcontractor under this contract shall 
pay any service employee performing any of the contract work (regardless 
of whether or not such employee was employed under the predecessor 
contract), less than the wages and fringe benefits provided for in such 
collective bargaining agreement, to which such employee would have been 
entitled if employed under the predecessor contract, including accrued 
wages and fringe benefits and any prospective increases in wages and 
fringe benefits provided for under such agreement. No Contractor or 
subcontractor under this contract may be relieved of the foregoing 
obligation unless the limitations of 29 CFR 4.1b(b) apply or unless the 
Secretary of Labor or the Secretary's authorized representative finds, 
after a hearing as provided in 29 CFR 4.10 that the wages and/or fringe 
benefits provided for in such agreement are substantially at variance 
with those which prevail for services of a character similar in the 
locality, or determines, as provided in 29 CFR 4.11, that the collective 
bargaining agreement applicable to service employees employed under the 
predecessor contract was not entered into as a result of arm's length 
negotiations. Where it is found in accordance with the review procedures 
provided in 29 CFR 4.10 and/or 4.11 and parts 6 and 8 that some or all 
of the wages and/or fringe benefits contained in a predecessor 
Contractor's collective bargaining agreement are substantially at 
variance with those which prevail for services of a character similar in 
the locality, and/or that the collective bargaining agreement applicable 
to service employees employed under the predecessor contract was not 
entered into as a result of arm's length negotiations, the Department 
will issue a new or revised wage determination setting forth the 
applicable wage rates and fringe benefits. Such determination shall be 
made part of the contract or subcontract, in accordance with the 
decision of the Administrator, the Administrative Law Judge, or the 
Administrative Review Board, as the case may be, irrespective of whether 
such issuance occurs prior to or after the award of a contract or 
subcontract (53 Comp. Gen. 401 (1973)). In the case of a wage 
determination issued solely as a result of a finding of substantial 
variance, such determination shall be effective as of the date of the 
final administrative decision.
    (g) Notification to Employees. The Contractor and any subcontractor 
under this contract shall notify each service employee commencing work 
on this contract of the minimum monetary wage and any fringe benefits 
required to be paid pursuant to this contract, or shall post the wage 
determination attached to this contract. The poster provided by the 
Department of Labor (Publication WH 1313) shall be posted in a prominent 
and accessible place at the worksite. Failure to comply with this 
requirement is a violation of section 2(a)(4) of the Act and of this 
contract.
    (h) Safe and Sanitary Working Conditions. The Contractor or 
subcontractor shall not permit any part of the services called for by 
this contract to be performed in buildings or surroundings or under 
working conditions provided by or under the control or supervision of 
the Contractor or subcontractor which are unsanitary, hazardous, or 
dangerous to the health or safety of the service employees. The 
Contractor or subcontractor shall comply with the safety and health 
standards applied under 29 CFR part 1925.
    (i) Records. (1) The Contractor and each subcontractor performing 
work subject to the Act shall make and maintain for 3 years from the 
completion of the work, and make them available for inspection and 
transcription by authorized representatives of the Wage and Hour 
Division, Employment Standards Administration, a record of the 
following:
    (i) For each employee subject to the Act--
    (A) Name and address and social security number;
    (B) Correct work classification or classifications, rate or rates of 
monetary wages paid and fringe benefits provided, rate or rates of 
payments in lieu of fringe benefits, and total daily and weekly 
compensation;

[[Page 171]]

    (C) Daily and weekly hours worked by each employee; and
    (D) Any deductions, rebates, or refunds from the total daily or 
weekly compensation of each employee.
    (ii) For those classes of service employees not included in any wage 
determination attached to this contract, wage rates or fringe benefits 
determined by the interested parties or by the Administrator or 
authorized representative under the terms of paragraph (c) of this 
clause. A copy of the report required by subdivision (c)(2)(ii) of this 
clause will fulfill this requirement.
    (iii) Any list of the predecessor Contractor's employees which had 
been furnished to the Contractor as prescribed by paragraph (n) of this 
clause.
    (2) The Contractor shall also make available a copy of this contract 
for inspection or transcription by authorized representatives of the 
Wage and Hour Division.
    (3) Failure to make and maintain or to make available these records 
for inspection and transcription shall be a violation of the regulations 
and this contract, and in the case of failure to produce these records, 
the Contracting Officer, upon direction of the Department of Labor and 
notification to the Contractor, shall take action to cause suspension of 
any further payment or advance of funds until the violation ceases.
    (4) The Contractor shall permit authorized representatives of the 
Wage and Hour Division to conduct interviews with employees at the 
worksite during normal working hours.
    (j) Pay Periods. The Contractor shall unconditionally pay to each 
employee subject to the Act all wages due free and clear and without 
subsequent deduction (except as otherwise provided by law or 
Regulations, 29 CFR part 4), rebate, or kickback on any account. These 
payments shall be made no later than one pay period following the end of 
the regular pay period in which the wages were earned or accrued. A pay 
period under this Act may not be of any duration longer than semi-
monthly.
    (k) Withholding of Payments and Termination of Contract. The 
Contracting Officer shall withhold or cause to be withheld from the 
Government Prime Contractor under this or any other Government contract 
with the Prime Contractor such sums as an appropriate official of the 
Department of Labor requests or such sums as the Contracting Officer 
decides may be necessary to pay underpaid employees employed by the 
Contractor or subcontractor. In the event of failure to pay any 
employees subject to the Act all or part of the wages or fringe benefits 
due under the Act, the Contracting Officer may, after authorization or 
by direction of the Department of Labor and written notification to the 
Contractor, take action to cause suspension of any further payment or 
advance of funds until such violations have ceased. Additionally, any 
failure to comply with the requirements of this clause may be grounds 
for termination of the right to proceed with the contract work. In such 
event, the Government may enter into other contracts or arrangements for 
completion of the work, charging the Contractor in default with any 
additional cost.
    (l) Subcontracts. The Contractor agrees to insert this clause in all 
subcontracts subject to the Act.
    (m) Collective Bargaining Agreements Applicable to Service 
Employees. If wages to be paid or fringe benefits to be furnished any 
service employees employed by the Government Prime Contractor or any 
subcontractor under the contract are provided for in a collective 
bargaining agreement which is or will be effective during any period in 
which the contract is being performed, the Government Prime Contractor 
shall report such fact to the Contracting Officer, together with full 
information as to the application and accrual of such wages and fringe 
benefits, including any prospective increases, to service employees 
engaged in work on the contract, and a copy of the collective bargaining 
agreement. Such report shall be made upon commencing performance of the 
contract, in the case of collective bargaining agreements effective at 
such time, and in the case of such agreements or provisions or 
amendments thereof effective at a later time during the period of 
contract performance such agreements shall be reported promptly after 
negotiation thereof.
    (n) Seniority List. Not less than 10 days prior to completion of any 
contract being performed at a Federal facility where service employees 
may be retained in the performance of the succeeding contract and 
subject to a wage determination which contains vacation or other benefit 
provisions based upon length of service with a Contractor (predecessor) 
or successor (29 CFR 4.173), the incumbent Prime Contractor shall 
furnish the Contracting Officer a certified list of the names, of all 
service employees on the Contractor's or subcontractor's payroll during 
the last month of contract performance. Such list shall also contain 
anniversary dates of employment on the contract either with the current 
or predecessor Contractors of each such service employee. The 
Contracting Officer shall turn over such list to the successor 
Contractor at the commencement of the succeeding contract.
    (o) Rulings and Interpretations. Rulings and interpretations of the 
Act are contained in Regulations, 29 CFR part 4.
    (p) Contractor's Certification. (1) By entering into this contract, 
the Contractor (and officials thereof) certifies that neither it (nor he 
or she) nor any person or firm who has a substantial interest in the 
Contractor's firm is a

[[Page 172]]

person or firm ineligible to be awarded Government contracts by virtue 
of the sanctions imposed under section 5 of the Act.
    (2) No part of this contract shall be subcontracted to any person or 
firm ineligible for award of a Government contract under section 5 of 
the Act.
    (3) The penalty for making false statements is prescribed in the 
U.S. Criminal Code, 18 U.S.C. 1001.
    (q) Variations, Tolerances, and Exemptions Involving Employment. 
Notwithstanding any of the provisions in paragraphs (b) through (o) of 
this clause, the following employees may be employed in accordance with 
the following variations, tolerances, and exemptions, which the 
Secretary of Labor, pursuant to section 4(b) of the Act prior to its 
amendment by Pub. L. 92-473, found to be necessary and proper in the 
public interest or to avoid serious impairment of the conduct of 
Government business.
    (1) Apprentices, student-learners, and workers whose earning 
capacity is impaired by age, physical or mental deficiency or injury may 
be employed at wages lower than the minimum wages otherwise required by 
section 2(a)(1) or 2(b)(1) of the Act without diminishing any fringe 
benefits or cash payments in lieu thereof required under section 2(a)(2) 
of the Act, in accordance with the conditions and procedures prescribed 
for the employment of apprentices, student-learners, handicapped 
persons, and handicapped clients of sheltered workshops under section 14 
of the Fair Labor Standards Act of 1938, in the regulations issued by 
the Administrator (29 CFR parts 520, 521, 524, and 525).
    (2) The Administrator will issue certificates under the Act for the 
employment of apprentices, student-learners, handicapped persons, or 
handicapped clients of sheltered workshops not subject to the Fair Labor 
Standards Act of 1938, or subject to different minimum rates of pay 
under the two acts, authorizing appropriate rates of minimum wages (but 
without changing requirements concerning fringe benefits or 
supplementary cash payments in lieu thereof), applying procedures 
prescribed by the applicable regulations issued under the Fair Labor 
Standards Act of 1938 (29 CFR parts 520, 521, 524, and 525).
    (3) The Administrator will also withdraw, annul, or cancel such 
certificates in accordance with the regulations in 29 CFR parts 525 and 
528.
    (r) Apprentices. Apprentices will be permitted to work at less than 
the predetermined rate for the work they perform when they are employed 
and individually registered in a bona fide apprenticeship program 
registered with a State Apprenticeship Agency which is recognized by the 
U.S. Department of Labor, or if no such recognized agency exists in a 
State, under a program registered with the Office of Apprenticeship and 
Training, Employer, and Labor Services (OATELS), U.S. Department of 
Labor. Any employee who is not registered as an apprentice in an 
approved program shall be paid the wage rate and fringe benefits 
contained in the applicable wage determination for the journeyman 
classification of work actually performed. The wage rates paid 
apprentices shall not be less than the wage rate for their level of 
progress set forth in the registered program, expressed as the 
appropriate percentage of the journeyman's rate contained in the 
applicable wage determination. The allowable ratio of apprentices to 
journeymen employed on the contract work in any craft classification 
shall not be greater than the ratio permitted to the Contractor as to 
his entire work force under the registered program.
    (s) Tips. An employee engaged in an occupation in which the employee 
customarily and regularly receives more than $30 a month in tips may 
have the amount of these tips credited by the employer against the 
minimum wage required by section 2(a)(1) or section 2(b)(1) of the Act, 
in accordance with section 3(m) of the Fair Labor Standards Act and 
Regulations 29 CFR part 531. However, the amount of credit shall not 
exceed $1.34 per hour beginning January l, 1981. To use this provision--
    (1) The employer must inform tipped employees about this tip credit 
allowance before the credit is utilized;
    (2) The employees must be allowed to retain all tips (individually 
or through a pooling arrangement and regardless of whether the employer 
elects to take a credit for tips received);
    (3) The employer must be able to show by records that the employee 
receives at least the applicable Service Contract Act minimum wage 
through the combination of direct wages and tip credit; and
    (4) The use of such tip credit must have been permitted under any 
predecessor collective bargaining agreement applicable by virtue of 
section 4(c) of the Act.
    (t) Disputes Concerning Labor Standards. The U.S. Department of 
Labor has set forth in 29 CFR parts 4, 6, and 8 procedures for resolving 
disputes concerning labor standards requirements. Such disputes shall be 
resolved in accordance with those procedures and not the Disputes clause 
of this contract. Disputes within the meaning of this clause include 
disputes between the Contractor (or any of its subcontractors) and the 
contracting agency, the U.S. Department of Labor, or the employees or 
their representatives.

                             (End of clause)

[54 FR 19828, May 8, 1989, as amended at 70 FR 33669, June 8, 2005; 72 
FR 63082, Nov. 7, 2007]

[[Page 173]]



Sec. 52.222-42  Statement of Equivalent Rates for Federal Hires.

    As prescribed in 22.1006(b), insert the following clause:

       Statement of Equivalent Rates for Federal Hires (MAY 1989)

    In compliance with the Service Contract Act of 1965, as amended, and 
the regulations of the Secretary of Labor (29 CFR part 4), this clause 
identifies the classes of service employees expected to be employed 
under the contract and states the wages and fringe benefits payable to 
each if they were employed by the contracting agency subject to the 
provisions of 5 U.S.C. 5341 or 5332.

 This Statement is for Information Only: It Is Not a Wage Determination

 
                                                  Monetary wage--Fringe
                 Employee class                          benefits
 
                                                 .......................
                                                 .......................
                                                 .......................
                                                 .......................
                                                 .......................
                                                 .......................
 

                             (End of clause)

[54 FR 19831, May 8, 1989]



Sec. 52.222-43  Fair Labor Standards Act and Service Contract Act--Price 

          Adjustment (Multiple Year and Option Contracts).

    As prescribed in 22.1006(c)(1), insert the following clause:

  Fair Labor Standards Act and Service Contract Act--Price Adjustment 
             (Multiple Year and Option Contracts) (SEP 2009)

    (a) This clause applies to both contracts subject to area prevailing 
wage determinations and contracts subject to collective bargaining 
agreements.
    (b) The Contractor warrants that the prices in this contract do not 
include any allowance for any contingency to cover increased costs for 
which adjustment is provided under this clause.
    (c) The wage determination, issued under the Service Contract Act of 
1965, as amended, (41 U.S.C. 351, et seq.), by the Administrator, Wage 
and Hour Division, Employment Standards Administration, U.S. Department 
of Labor, current on the anniversary date of a multiple year contract or 
the beginning of each renewal option period, shall apply to this 
contract. If no such determination has been made applicable to this 
contract, then the Federal minimum wage as established by section 
6(a)(1) of the Fair Labor Standards Act of 1938, as amended, (29 U.S.C. 
206) current on the anniversary date of a multiple year contract or the 
beginning of each renewal option period, shall apply to this contract.
    (d) The contract price, contract unit price labor rates, or fixed 
hourly labor rates will be adjusted to reflect the Contractor's actual 
increase or decrease in applicable wages and fringe benefits to the 
extent that the increase is made to comply with or the decrease is 
voluntarily made by the Contractor as a result of:
    (1) The Department of Labor wage determination applicable on the 
anniversary date of the multiple year contract, or at the beginning of 
the renewal option period. For example, the prior year wage 
determination required a minimum wage rate of $4.00 per hour. The 
Contractor chose to pay $4.10. The new wage determination increases the 
minimum rate to $4.50 per hour. Even if the Contractor voluntarily 
increases the rate to $4.75 per hour, the allowable price adjustment is 
$.40 per hour;
    (2) An increased or decreased wage determination otherwise applied 
to the contract by operation of law; or
    (3) An amendment to the Fair Labor Standards Act of l938 that is 
enacted after award of this contract, affects the minimum wage, and 
becomes applicable to this contract under law.
    (e) Any adjustment will be limited to increases or decreases in 
wages and fringe benefits as described in paragraph (d) of this clause, 
and the accompanying increases or decreases in social security and 
unemployment taxes and workers' compensation insurance, but shall not 
otherwise include any amount for general and administrative costs, 
overhead, or profit.
    (f) The Contractor shall notify the Contracting Officer of any 
increase claimed under this clause within 30 days after receiving a new 
wage determination unless this notification period is extended in 
writing by the Contracting Officer. The Contractor shall promptly notify 
the Contracting Officer of any decrease under this clause, but nothing 
in the clause shall preclude the Government from asserting a claim 
within the period permitted by law. The notice shall contain a statement 
of the amount claimed and the change in fixed hourly rates (if this is a 
time-and-materials or labor-hour contract), and any relevant supporting 
data, including payroll records, that the Contracting Officer may 
reasonably require. Upon agreement of the parties, the contract price, 
contract unit price labor rates, or fixed hourly rates shall be modified 
in writing. The Contractor shall continue performance pending agreement 
on or determination of any such adjustment and its effective date.

[[Page 174]]

    (g) The Contracting Officer or an authorized representative shall 
have access to and the right to examine any directly pertinent books, 
documents, papers and records of the Contractor until the expiration of 
3 years after final payment under the contract.

                             (End of clause)

[54 FR 19831, May 8, 1989, as amended at 71 FR 67779, Nov. 22, 2006; 74 
FR 40461, Aug. 11, 2009]



Sec. 52.222-44  Fair Labor Standards Act and Service Contract Act--Price 

          Adjustment.

    As prescribed in 22.1006(c)(2), insert the following clause:

Fair Labor Standards Act and Service Contract Act--Price Adjustment (SEP 
                                  2009)

    (a) This clause applies to both contracts subject to area prevailing 
wage determinations and contracts subject to Contractor collective 
bargaining agreements.
    (b) The Contractor warrants that the prices in this contract do not 
include any allowance for any contingency to cover increased costs for 
which adjustment is provided under this clause.
    (c) The contract price, contract unit price labor rates, or fixed 
hourly labor rates will be adjusted to reflect increases or decreases by 
the Contractor in wages and fringe benefits to the extent that these 
increases or decreases are made to comply with--
    (1) An increased or decreased wage determination applied to this 
contract by operation of law; or
    (2) An amendment to the Fair Labor Standards Act of 1938 that is 
enacted subsequent to award of this contract, affects the minimum wage, 
and becomes applicable to this contract under law.
    (d) Any such adjustment will be limited to increases or decreases in 
wages and fringe benefits as described in paragraph (c) of this clause, 
and to the accompanying increases or decreases in social security and 
unemployment taxes and workers' compensation insurance; it shall not 
otherwise include any amount for general and administrative costs, 
overhead, or profit.
    (e) The Contractor shall notify the Contracting Officer of any 
increase claimed under this clause within 30 days after the effective 
date of the wage change, unless this period is extended by the 
Contracting Officer in writing. The Contractor shall promptly notify the 
Contracting Officer of any decrease under this clause, but nothing in 
the clause shall preclude the Government from asserting a claim within 
the period permitted by law. The notice shall contain a statement of the 
amount and the change in fixed hourly rates (if this is a time-and-
materials or labor-hour contract) claimed and any relevant supporting 
data that the Contracting Officer may reasonably require. Upon agreement 
of the parties, the contract price, contract unit price labor rates, or 
fixed hourly rates shall be modified in writing. The Contractor shall 
continue performance pending agreement on or determination of any such 
adjustment and its effective date.
    (f) The Contracting Officer or an authorized representative shall, 
until the expiration of 3 years after final payment under the contract, 
have access to and the right to examine any directly pertinent books, 
documents, papers, and records of the Contractor.

                             (End of clause)

[54 FR 19831, May 8, 1989, as amended at 67 FR 6121, Feb. 8, 2002; 74 FR 
40461, Aug. 11, 2009]



Sec. 52.222-45  [Reserved]



Sec. 52.222-46  Evaluation of Compensation for Professional Employees.

    As prescribed in 22.1103, insert the following provision:

    Evaluation of Compensation for Professional Employees (FEB 1993)

    (a) Recompetition of service contracts may in some cases result in 
lowering the compensation (salaries and fringe benefits) paid or 
furnished professional employees. This lowering can be detrimental in 
obtaining the quality of professional services needed for adequate 
contract performance. It is therefore in the Government's best interest 
that professional employees, as defined in 29 CFR 541, be properly and 
fairly compensated. As a part of their proposals, offerors will submit a 
total compensation plan setting forth salaries and fringe benefits 
proposed for the professional employees who will work under the 
contract. The Government will evaluate the plan to assure that it 
reflects a sound management approach and understanding of the contract 
requirements. This evaluation will include an assessment of the 
offeror's ability to provide uninterrupted high-quality work. The 
professional compensation proposed will be considered in terms of its 
impact upon recruiting and retention, its realism, and its consistency 
with a total plan for compensation. Supporting information will include 
data, such as recognized national and regional compensation surveys and 
studies of professional, public and private organizations, used in 
establishing the total compensation structure.
    (b) The compensation levels proposed should reflect a clear 
understanding of work

[[Page 175]]

to be performed and should indicate the capability of the proposed 
compensation structure to obtain and keep suitably qualified personnel 
to meet mission objectives. The salary rates or ranges must take into 
account differences in skills, the complexity of various disciplines, 
and professional job difficulty. Additionally, proposals envisioning 
compensation levels lower than those of predecessor contractors for the 
same work will be evaluated on the basis of maintaining program 
continuity, uninterrupted high-quality work, and availability of 
required competent professional service employees. Offerors are 
cautioned that lowered compensation for essentially the same 
professional work may indicate lack of sound management judgment and 
lack of understanding of the requirement.
    (c) The Government is concerned with the quality and stability of 
the work force to be employed on this contract. Professional 
compensation that is unrealistically low or not in reasonable 
relationship to the various job categories, since it may impair the 
Contractor's ability to attract and retain competent professional 
service employees, may be viewed as evidence of failure to comprehend 
the complexity of the contract requirements.
    (d) Failure to comply with these provisions may constitute 
sufficient cause to justify rejection of a proposal.

                           (End of provision)

[48 FR 42478, Sept. 19, 1983, as amended at 57 FR 60582, Dec. 21, 1992]



Sec. 52.222-47  [Reserved]



Sec. 52.222-48  Exemption from Application of the Service Contract Act 

          to Contracts for Maintenance, Calibration, or Repair of 

          Certain Equipment Certification.

    As prescribed in 22.1006(e)(1), insert the following provision:

Exemption From Application of the Service Contract Act to Contracts for 
 Maintenance, Calibration, or Repair of Certain Equipment Certification 
                               (FEB 2009)

    (a) The offeror shall check the following certification:
    CERTIFICATION
    The offeror [squ] does [squ] does not certify that--
    (1) The items of equipment to be serviced under this contract are 
used regularly for other than Government purposes, and are sold or 
traded by the offeror (or subcontractor in the case of an exempt 
subcontractor) in substantial quantities to the general public in the 
course of normal business operations;
    (2) The services will be furnished at prices which are, or are based 
on, established catalog or market prices for the maintenance, 
calibration, or repair of equipment.
    (i) An ``established catalog price'' is a price included in a 
catalog, price list, schedule, or other form that is regularly 
maintained by the manufacturer or the offeror, is either published or 
otherwise available for inspection by customers, and states prices at 
which sales currently, or were last, made to a significant number of 
buyers constituting the general public.
    (ii) An ``established market price'' is a current price, established 
in the usual course of trade between buyers and sellers free to bargain, 
which can be substantiated from sources independent of the manufacturer 
or offeror; and
    (3) The compensation (wage and fringe benefits) plan for all service 
employees performing work under the contract are the same as that used 
for these employees and equivalent employees servicing the same 
equipment of commercial customers.
    (b) Certification by the offeror as to its compliance with respect 
to the contract also constitutes its certification as to compliance by 
its subcontractor if it subcontracts out the exempt services. If the 
offeror certifies to the conditions in paragraph (a) of this provision, 
and the Contracting Officer determines in accordance with FAR 22.1003-
4(c)(3) that the Service Contract Act--
    (1) Will not apply to this offeror, then the Service Contract Act of 
1965 clause in this solicitation will not be included in any resultant 
contract to this offeror; or
    (2) Will apply to this offeror, then the clause at 52.222-51, 
Exemption from Application of the Service Contract Act to Contracts for 
Maintenance, Calibration, or Repair of Certain Equipment--Requirements, 
in this solicitation will not be included in any resultant contract 
awarded to this offeror, and the offeror may be provided an opportunity 
to submit a new offer on that basis.
    (c) If the offeror does not certify to the conditions in paragraph 
(a) of this provision--
    (1) The clause in this solicitation at 52.222-51, Exemption from 
Application of the Service Contract Act to Contracts for Maintenance, 
Calibration, or Repair of Certain Equipment--Requirements, will not be 
included in any resultant contract awarded to this offeror; and
    (2) The offeror shall notify the Contracting Officer as soon as 
possible, if the Contracting Officer did not attach a Service Contract 
Act wage determination to the solicitation.
    (d) The Contracting Officer may not make an award to the offeror, if 
the offeror fails to execute the certification in paragraph (a) of this 
provision or to contact the Contracting Officer as required in paragraph 
(c) of this provision.

[[Page 176]]

                           (End of provision)

[72 FR 63082, Nov. 7, 2007, as amended at 74 FR 2731, Jan. 15, 2009]



Sec. 52.222-49  Service Contract Act--Place of Performance Unknown.

    As prescribed in 22.1006(f), insert the following clause:

      Service Contract Act--Place of Performance Unknown (MAY 1989)

    (a) This contract is subject to the Service Contract Act, and the 
place of performance was unknown when the solicitation was issued. In 
addition to places or areas identified in wage determinations, if any, 
attached to the solicitation, wage determinations have also been 
requested for the following: ------------ (insert places or areas). The 
Contracting Officer will request wage determinations for additional 
places or areas of performance if asked to do so in writing by --------
---- (insert time and date).
    (b) Offerors who intend to perform in a place or area of performance 
for which a wage determination has not been attached or requested may 
nevertheless submit bids or proposals. However, a wage determination 
shall be requested and incorporated in the resultant contract 
retroactive to the date of contract award, and there shall be no 
adjustment in the contract price.

                             (End of clause)

[54 FR 19832, May 8, 1989, as amended at 71 FR 36935, June 28, 2006]



Sec. 52.222-50  Combating Trafficking in Persons.

    As prescribed in 22.1705(a), insert the following clause:

               Combating Trafficking in Persons (FEB 2009)

    (a) Definitions. As used in this clause--
    Coercion means--
    (1) Threats of serious harm to or physical restraint against any 
person;
    (2) Any scheme, plan, or pattern intended to cause a person to 
believe that failure to perform an act would result in serious harm to 
or physical restraint against any person; or
    (3) The abuse or threatened abuse of the legal process.
    Commercial sex act means any sex act on account of which anything of 
value is given to or received by any person.
    Debt bondage means the status or condition of a debtor arising from 
a pledge by the debtor of his or her personal services or of those of a 
person under his or her control as a security for debt, if the value of 
those services as reasonably assessed is not applied toward the 
liquidation of the debt or the length and nature of those services are 
not respectively limited and defined.
    Employee means an employee of the Contractor directly engaged in the 
performance of work under the contract who has other than a minimal 
impact or involvement in contract performance.
    Forced Labor means knowingly providing or obtaining the labor or 
services of a person--
    (1) By threats of serious harm to, or physical restraint against, 
that person or another person;
    (2) By means of any scheme, plan, or pattern intended to cause the 
person to believe that, if the person did not perform such labor or 
services, that person or another person would suffer serious harm or 
physical restraint; or
    (3) By means of the abuse or threatened abuse of law or the legal 
process.
    Involuntary servitude includes a condition of servitude induced by 
means of--
    (1) Any scheme, plan, or pattern intended to cause a person to 
believe that, if the person did not enter into or continue in such 
conditions, that person or another person would suffer serious harm or 
physical restraint; or
    (2) The abuse or threatened abuse of the legal process.
    Severe forms of trafficking in persons means--
    (1) Sex trafficking in which a commercial sex act is induced by 
force, fraud, or coercion, or in which the person induced to perform 
such act has not attained 18 years of age; or
    (2) The recruitment, harboring, transportation, provision, or 
obtaining of a person for labor or services, through the use of force, 
fraud, or coercion for the purpose of subjection to involuntary 
servitude, peonage, debt bondage, or slavery.
    Sex trafficking means the recruitment, harboring, transportation, 
provision, or obtaining of a person for the purpose of a commercial sex 
act.
    (b) Policy. The United States Government has adopted a zero 
tolerance policy regarding trafficking in persons. Contractors and 
contractor employees shall not--
    (1) Engage in severe forms of trafficking in persons during the 
period of performance of the contract;
    (2) Procure commercial sex acts during the period of performance of 
the contract; or
    (3) Use forced labor in the performance of the contract.
    (c) Contractor requirements. The Contractor shall--
    (1) Notify its employees of--
    (i) The United States Government's zero tolerance policy described 
in paragraph (b) of this clause; and

[[Page 177]]

    (ii) The actions that will be taken against employees for violations 
of this policy. Such actions may include, but are not limited to, 
removal from the contract, reduction in benefits, or termination of 
employment; and
    (2) Take appropriate action, up to and including termination, 
against employees or subcontractors that violate the policy in paragraph 
(b) of this clause.
    (d) Notification. The Contractor shall inform the Contracting 
Officer immediately of--
    (1) Any information it receives from any source (including host 
country law enforcement) that alleges a Contractor employee, 
subcontractor, or subcontractor employee has engaged in conduct that 
violates this policy; and
    (2) Any actions taken against Contractor employees, subcontractors, 
or subcontractor employees pursuant to this clause.
    (e) Remedies. In addition to other remedies available to the 
Government, the Contractor's failure to comply with the requirements of 
paragraphs (c), (d), or (f) of this clause may result in --
    (1) Requiring the Contractor to remove a Contractor employee or 
employees from the performance of the contract;
    (2) Requiring the Contractor to terminate a subcontract;
    (3) Suspension of contract payments;
    (4) Loss of award fee, consistent with the award fee plan, for the 
performance period in which the Government determined Contractor non-
compliance;
    (5) Termination of the contract for default or cause, in accordance 
with the termination clause of this contract; or
    (6) Suspension or debarment.
    (f) Subcontracts. The Contractor shall include the substance of this 
clause, including this paragraph (f), in all subcontracts.
    (g) Mitigating Factor. The Contracting Officer may consider whether 
the Contractor had a Trafficking in Persons awareness program at the 
time of the violation as a mitigating factor when determining remedies. 
Additional information about Trafficking in Persons and examples of 
awareness programs can be found at the website for the Department of 
State's Office to Monitor and Combat Trafficking in Persons at http://
www.state.gov/g/tip.

                             (End of clause)

    Alternate I (AUG 2007). As prescribed in 22.1705(b), substitute the 
following paragraph in place of paragraph (c)(1)(i) of the basic clause:

    (i)(A) The United States Government's zero tolerance policy 
described in paragraph (b) of this clause; and
    (B) The following directive(s) or notice(s) applicable to employees 
performing work at the contract place(s) of performance as indicated 
below:

----------------------------------------------------------------------------------------------------------------
                                              Document may be
              Document Title                   obtained from:              Applies Performance to in/at:
----------------------------------------------------------------------------------------------------------------
----------------                           ----------------.....  ----------------
----------------                           ----------------.....  ----------------
----------------------------------------------------------------------------------------------------------------

    [Contracting Officer shall insert title of directive/notice; 
indicate the document is attached or provide source (such as website 
link) for obtaining document; and, indicate the contract performance 
location outside the U.S. to which the document applies.]

[71 FR 20303, Apr. 19, 2006, as amended at 72 FR 46341, Aug. 17, 2007; 
74 FR 2745, Jan. 15, 2009]



Sec. 52.222-51  Exemption from Application of the Service Contract Act 

          to Contracts for Maintenance, Calibration, or Repair of 

          Certain Equipment--Requirements.

    As prescribed in 22.1006(e)(2), insert the following clause:

Exemption From Application of the Service Contract Act to Contracts for 
 Maintenance, Calibration, or Repair of Certain Equipment--Requirements 
                               (NOV 2007)

    (a) The items of equipment to be serviced under this contract are 
used regularly for other than Government purposes, and are sold or 
traded by the Contractor in substantial quantities to the general public 
in the course of normal business operations.
    (b) The services shall be furnished at prices which are, or are 
based on, established catalog or market prices for the maintenance, 
calibration, or repair of equipment.
    (1) An ``established catalog price'' is a price included in a 
catalog, price list, schedule, or other form that is regularly 
maintained by the manufacturer or the Contractor, is either published or 
otherwise available for inspection by customers, and states prices at 
which sales currently, or were last, made to a significant number of 
buyers constituting the general public.

[[Page 178]]

    (2) An ``established market price'' is a current price, established 
in the usual course of trade between buyers and sellers free to bargain, 
which can be substantiated from sources independent of the manufacturer 
or Contractor.
    (c) The compensation (wage and fringe benefits) plan for all service 
employees performing work under the contract shall be the same as that 
used for these employees and for equivalent employees servicing the same 
equipment of commercial customers.
    (d) The Contractor is responsible for compliance with all the 
conditions of this exemption by its subcontractors. The Contractor shall 
determine the applicability of this exemption to any subcontract on or 
before subcontract award. In making a judgment that the exemption 
applies, the Contractor shall consider all factors and make an 
affirmative determination that all of the conditions in paragraphs (a) 
through (c) of this clause will be met.
    (e) If the Department of Labor determines that any conditions for 
exemption in paragraphs (a) through (c) of this clause have not been 
met, the exemption shall be deemed inapplicable, and the contract shall 
become subject to the Service Contract Act. In such case, the procedures 
at 29 CFR 4.123(e)(1)(iv) and 29 CFR 4.5(c) will be followed.
    (f) The Contractor shall include the substance of this clause, 
including this paragraph (f), in subcontracts for exempt services under 
this contract.

                             (End of clause)

[72 FR 63082, Nov. 7, 2007]



Sec. 52.222-52  Exemption from Application of the Service Contract Act 

          to Contracts for Certain Services--Certification.

    As prescribed in 22.1006(e)(3), insert the following provision:

Exemption From Application of the Service Contract Act to Contracts for 
               Certain Services--Certification (NOV 2007)

    (a) The offeror shall check the following certification:
    CERTIFICATION
    The offeror [squ] does [squ] does not certify that--
    (1) The services under the contract are offered and sold regularly 
to non-Governmental customers, and are provided by the offeror (or 
subcontractor in the case of an exempt subcontract) to the general 
public in substantial quantities in the course of normal business 
operations;
    (2) The contract services are furnished at prices that are, or are 
based on, established catalog or market prices. An ``established catalog 
price'' is a price included in a catalog, price list, schedule, or other 
form that is regularly maintained by the manufacturer or the offeror, is 
either published or otherwise available for inspection by customers, and 
states prices at which sales currently, or were last, made to a 
significant number of buyers constituting the general public. An 
``established market price'' is a current price, established in the 
usual course of ordinary and usual trade between buyers and sellers free 
to bargain, which can be substantiated from sources independent of the 
manufacturer or offeror;
    (3) Each service employee who will perform the services under the 
contract will spend only a small portion of his or her time (a monthly 
average of less than 20 percent of the available hours on an annualized 
basis, or less than 20 percent of available hours during the contract 
period if the contract period is less than a month) servicing the 
Government contract; and
    (4) The offeror uses the same compensation (wage and fringe 
benefits) plan for all service employees performing work under the 
contract as the offeror uses for these employees and for equivalent 
employees servicing commercial customers.
    (b) Certification by the offeror as to its compliance with respect 
to the contract also constitutes its certification as to compliance by 
its subcontractor if it subcontracts out the exempt services. If the 
offeror certifies to the conditions in paragraph (a) of this provision, 
and the Contracting Officer determines in accordance with FAR 22.1003-
4(d)(3) that the Service Contract Act--
    (1) Will not apply to this offeror, then the Service Contract Act of 
1965 clause in this solicitation will not be included in any resultant 
contract to this offeror; or
    (2) Will apply to this offeror, then the clause at FAR 52.222-53, 
Exemption from Application of the Service Contract Act to Contracts for 
Certain Services--Requirements, in this solicitation will not be 
included in any resultant contract awarded to this offer, and the 
offeror may be provided an opportunity to submit a new offer on that 
basis.
    (c) If the offeror does not certify to the conditions in paragraph 
(a) of this provision--
    (1) The clause of this solicitation at 52.222-53, Exemption from 
Application of the Service Contract Act to Contracts for Certain 
Services--Requirements, will not be included in any resultant contract 
to this offeror; and
    (2) The offeror shall notify the Contracting Officer as soon as 
possible if the Contracting Officer did not attach a Service Contract 
Act wage determination to the solicitation.
    (d) The Contracting Officer may not make an award to the offeror, if 
the offeror fails to execute the certification in paragraph (a) of this 
provision or to contact the Contracting Officer as required in paragraph 
(c) of this provision.

[[Page 179]]

                           (End of provision)

[72 FR 63082, Nov. 7, 2007]



Sec. 52.222-53  Exemption from Application of the Service Contract Act 

          to Contracts for Certain Services--Requirements.

    As prescribed in 22.1006(e)(4), insert the following clause:

Exemption From Application of the Service Contract Act to Contracts for 
                Certain Services--Requirements (FEB 2009)

    (a) The services under this contract are offered and sold regularly 
to non-Governmental customers, and are provided by the Contractor to the 
general public in substantial quantities in the course of normal 
business operations.
    (b) The contract services are furnished at prices that are, or are 
based on, established catalog or market prices. An ``established catalog 
price'' is a price included in a catalog, price list, schedule, or other 
form that is regularly maintained by the manufacturer or the Contractor, 
is either published or otherwise available for inspection by customers, 
and states prices at which sales currently, or were last, made to a 
significant number of buyers constituting the general public. An 
``established market price'' is a current price, established in the 
usual course of ordinary and usual trade between buyers and sellers free 
to bargain, which can be substantiated from sources independent of the 
manufacturer or Contractor.
    (c) Each service employee who will perform the services under the 
contract will spend only a small portion of his or her time (a monthly 
average of less than 20 percent of the available hours on an annualized 
basis, or less than 20 percent of available hours during the contract 
period if the contract period is less than a month) servicing the 
Government contract.
    (d) The Contractor uses the same compensation (wage and fringe 
benefits) plan for all service employees performing work under the 
contract as the Contractor uses for these employees and for equivalent 
employees servicing commercial customers.
    (e)(1) Except for services identified in FAR 22.1003-4(d)(1)(iv), 
the subcontractor for exempt services shall be selected for award based 
on other factors in addition to price or cost with the combination of 
other factors at least as important as price or cost; or
    (2) A subcontract for exempt services shall be awarded on a sole 
source basis.
    (f) The Contractor is responsible for compliance with all the 
conditions of this exemption by its subcontractors. The Contractor shall 
determine in advance, based on the nature of the subcontract 
requirements and knowledge of the practices of likely subcontractors, 
that all or nearly all likely subcontractors will meet the conditions in 
paragraphs (a) through (d) of this clause. If the services are currently 
being performed under a subcontract, the Contractor shall consider the 
practices of the existing subcontractor in making a determination 
regarding the conditions in paragraphs (a) through (d) of this clause. 
If the Contractor has reason to doubt the validity of the certification, 
the requirements of the Service Contract Act shall be included in the 
subcontract.
    (g) If the Department of Labor determines that any conditions for 
exemption at paragraphs (a) through (e) of this clause have not been 
met, the exemption shall be deemed inapplicable, and the contract shall 
become subject to the Service Contract Act. In such case, the procedures 
in at 29 CFR 4.123(e)(2)(iii) and 29 CFR 4.5(c) will be followed.
    (h) The Contractor shall include the substance of this clause, 
including this paragraph (h), in subcontracts for exempt services under 
this contract.

                             (End of clause)

[72 FR 63082, Nov. 7, 2007, as amended at 74 FR 2731, Jan. 15, 2009]



Sec. 52.222-54  Employment Eligibility Verification.

    As prescribed in 22.1803, insert the following clause:

             Employment Eligibility Verification (JAN 2009)

    (a) Definitions. As used in this clause--
    Commercially available off-the-shelf (COTS) item--
    (1) Means any item of supply that is--
    (i) A commercial item (as defined in paragraph (1) of the definition 
at 2.101);
    (ii) Sold in substantial quantities in the commercial marketplace; 
and
    (iii) Offered to the Government, without modification, in the same 
form in which it is sold in the commercial marketplace; and
    (2) Does not include bulk cargo, as defined in section 3 of the 
Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural 
products and petroleum products. Per 46 CFR 525.1(c)(2), ``bulk cargo'' 
means cargo that is loaded and carried in bulk onboard ship without mark 
or count, in a loose unpackaged form, having homogenous characteristics. 
Bulk cargo loaded into intermodal equipment, except LASH or Seabee 
barges, is subject to mark and count and, therefore, ceases to be bulk 
cargo.
    Employee assigned to the contract means an employee who was hired 
after November 6, 1986, who is directly performing work, in the United 
States, under a contract that is required to include the clause 
prescribed at

[[Page 180]]

22.1803. An employee is not considered to be directly performing work 
under a contract if the employee--
    (1) Normally performs support work, such as indirect or overhead 
functions; and
    (2) Does not perform any substantial duties applicable to the 
contract.
    Subcontract means any contract, as defined in 2.101, entered into by 
a subcontractor to furnish supplies or services for performance of a 
prime contract or a subcontract. It includes but is not limited to 
purchase orders, and changes and modifications to purchase orders.
    Subcontractor means any supplier, distributor, vendor, or firm that 
furnishes supplies or services to or for a prime Contractor or another 
subcontractor.
    United States, as defined in 8 U.S.C. 1101(a)(38), means the 50 
States, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin 
Islands.
    (b) Enrollment and verification requirements. (1) If the Contractor 
is not enrolled as a Federal Contractor in E-Verify at time of contract 
award, the Contractor shall--
    (i) Enroll. Enroll as a Federal Contractor in the E-Verify program 
within 30 calendar days of contract award;
    (ii) Verify all new employees. Within 90 calendar days of enrollment 
in the E-Verify program, begin to use E-Verify to initiate verification 
of employment eligibility of all new hires of the Contractor, who are 
working in the United States, whether or not assigned to the contract, 
within 3 business days after the date of hire (but see paragraph (b)(3) 
of this section); and
    (iii) Verify employees assigned to the contract. For each employee 
assigned to the contract, initiate verification within 90 calendar days 
after date of enrollment or within 30 calendar days of the employee's 
assignment to the contract, whichever date is later (but see paragraph 
(b)(4) of this section).
    (2) If the Contractor is enrolled as a Federal Contractor in E-
Verify at time of contract award, the Contractor shall use E-Verify to 
initiate verification of employment eligibility of--
    (i) All new employees. (A) Enrolled 90 calendar days or more. The 
Contractor shall initiate verification of all new hires of the 
Contractor, who are working in the United States, whether or not 
assigned to the contract, within 3 business days after the date of hire 
(but see paragraph (b)(3) of this section); or
    (B) Enrolled less than 90 calendar days. Within 90 calendar days 
after enrollment as a Federal Contractor in E-Verify, the Contractor 
shall initiate verification of all new hires of the Contractor, who are 
working in the United States, whether or not assigned to the contract, 
within 3 business days after the date of hire (but see paragraph (b)(3) 
of this section); or
    (ii) Employees assigned to the contract. For each employee assigned 
to the contract, the Contractor shall initiate verification within 90 
calendar days after date of contract award or within 30 days after 
assignment to the contract, whichever date is later (but see paragraph 
(b)(4) of this section).
    (3) If the Contractor is an institution of higher education (as 
defined at 20 U.S.C. 1001(a)); a State or local government or the 
government of a Federally recognized Indian tribe; or a surety 
performing under a takeover agreement entered into with a Federal agency 
pursuant to a performance bond, the Contractor may choose to verify only 
employees assigned to the contract, whether existing employees or new 
hires. The Contractor shall follow the applicable verification 
requirements at (b)(1) or (b)(2), respectively, except that any 
requirement for verification of new employees applies only to new 
employees assigned to the contract.
    (4) Option to verify employment eligibility of all employees. The 
Contractor may elect to verify all existing employees hired after 
November 6, 1986, rather than just those employees assigned to the 
contract. The Contractor shall initiate verification for each existing 
employee working in the United States who was hired after November 6, 
1986, within 180 calendar days of--
    (i) Enrollment in the E-Verify program; or
    (ii) Notification to E-Verify Operations of the Contractor's 
decision to exercise this option, using the contact information provided 
in the E-Verify program Memorandum of Understanding (MOU).
    (5) The Contractor shall comply, for the period of performance of 
this contract, with the requirements of the E-Verify program MOU.
    (i) The Department of Homeland Security (DHS) or the Social Security 
Administration (SSA) may terminate the Contractor's MOU and deny access 
to the E-Verify system in accordance with the terms of the MOU. In such 
case, the Contractor will be referred to a suspension or debarment 
official.
    (ii) During the period between termination of the MOU and a decision 
by the suspension or debarment official whether to suspend or debar, the 
Contractor is excused from its obligations under paragraph (b) of this 
clause. If the suspension or debarment official determines not to 
suspend or debar the Contractor, then the Contractor must reenroll in E-
Verify.
    (c) Web site. Information on registration for and use of the E-
Verify program can be obtained via the Internet at the Department of 
Homeland Security Web site: http://www.dhs.gov/E-Verify.
    (d) Individuals previously verified. The Contractor is not required 
by this clause to perform additional employment verification using E-
Verify for any employee--

[[Page 181]]

    (1) Whose employment eligibility was previously verified by the 
Contractor through the E-Verify program;
    (2) Who has been granted and holds an active U.S. Government 
security clearance for access to confidential, secret, or top secret 
information in accordance with the National Industrial Security Program 
Operating Manual; or
    (3) Who has undergone a completed background investigation and been 
issued credentials pursuant to Homeland Security Presidential Directive 
(HSPD)-12, Policy for a Common Identification Standard for Federal 
Employees and Contractors.
    (e) Subcontracts. The Contractor shall include the requirements of 
this clause, including this paragraph (e) (appropriately modified for 
identification of the parties), in each subcontract that--
    (1) Is for--(i) Commercial or noncommercial services (except for 
commercial services that are part of the purchase of a COTS item (or an 
item that would be a COTS item, but for minor modifications), performed 
by the COTS provider, and are normally provided for that COTS item); or
    (ii) Construction;
    (2) Has a value of more than $3,000; and
    (3) Includes work performed in the United States.

                             (End of clause)

[73 FR 67704, Nov. 14, 2008, as amended at 73 FR 72242, Nov. 26, 2008]



Sec. 52.223-1  Biobased Product Certification.

    As prescribed in 23.406(a), insert the following provision:

                Biobased Product Certification (DEC 2007)

    As required by the Farm Security and Rural Investment Act of 2002 
and the Energy Policy Act of 2005 (7 U.S.C. 8102(c)(3)), the offeror 
certifies, by signing this offer, that biobased products (within 
categories of products listed by the United States Department of 
Agriculture in 7 CFR part 2902, subpart B) to be used or delivered in 
the performance of the contract, other than biobased products that are 
not purchased by the offeror as a direct result of this contract, will 
comply with the applicable specifications or other contractual 
requirements.

                           (End of provision)

[72 FR 63045, Nov. 7, 2007]



Sec. 52.223-2  Affirmative Procurement of Biobased Products Under 

          Service and Construction Contracts.

    As prescribed in 23.406(b), insert the following clause:

     Affirmative Procurement of Biobased Products Under Service and 
                    Construction Contracts (DEC 2007)

    (a) In the performance of this contract, the contractor shall make 
maximum use of biobased products that are United States Department of 
Agriculture (USDA)-designated items unless--
    (1) The product cannot be acquired--
    (i) Competitively within a time frame providing for compliance with 
the contract performance schedule;
    (ii) Meeting contract performance requirements; or
    (iii) At a reasonable price.
    (2) The product is to be used in an application covered by a USDA 
categorical exemption (see 7 CFR 2902.10 et seq.). For example, some 
USDA-designated items such as mobile equipment hydraulic fluids, diesel 
fuel additives, and penetrating lubricants are excluded from the 
preferred procurement requirement for the application of the USDA-
designated item to one or both of the following:
    (i) Spacecraft system and launch support equipment.
    (ii) Military equipment, i.e., a product or system designed or 
procured for combat or combat-related missions.
    (b) Information about this requirement and these products is 
available at http://www.usda.gov/biopreferred.

                             (End of clause)

[72 FR 63045, Nov. 7, 2007]



Sec. 52.223-3  Hazardous Material Identification and Material Safety 

          Data.

    As prescribed in 23.303, insert the following clause:

  Hazardous Material Identification and Material Safety Data (JAN 1997)

    (a) Hazardous material, as used in this clause, includes any 
material defined as hazardous under the latest version of Federal 
Standard No. 313 (including revisions adopted during the term of the 
contract).
    (b) The offeror must list any hazardous material, as defined in 
paragraph (a) of this clause, to be delivered under this contract. The 
hazardous material shall be properly identified and include any 
applicable identification number, such as National Stock

[[Page 182]]

Number or Special Item Number. This information shall also be included 
on the Material Safety Data Sheet submitted under this contract.

Material (If none, insert None)
________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Identification No.

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

    (c) This list must be updated during performance of the contract 
whenever the Contractor determines that any other material to be 
delivered under this contract is hazardous.
    (d) The apparently successful offeror agrees to submit, for each 
item as required prior to award, a Material Safety Data Sheet, meeting 
the requirements of 29 CFR 1910.1200(g) and the latest version of 
Federal Standard No. 313, for all hazardous material identified in 
paragraph (b) of this clause. Data shall be submitted in accordance with 
Federal Standard No. 313, whether or not the apparently successful 
offeror is the actual manufacturer of these items. Failure to submit the 
Material Safety Data Sheet prior to award may result in the apparently 
successful offeror being considered nonresponsible and ineligible for 
award.
    (e) If, after award, there is a change in the composition of the 
item(s) or a revision to Federal Standard No. 313, which renders 
incomplete or inaccurate the data submitted under paragraph (d) of this 
clause, the Contractor shall promptly notify the Contracting Officer and 
resubmit the data.
    (f) Neither the requirements of this clause nor any act or failure 
to act by the Government shall relieve the Contractor of any 
responsibility or liability for the safety of Government, Contractor, or 
subcontractor personnel or property.
    (g) Nothing contained in this clause shall relieve the Contractor 
from complying with applicable Federal, State, and local laws, codes, 
ordinances, and regulations (including the obtaining of licenses and 
permits) in connection with hazardous material.
    (h) The Government's rights in data furnished under this contract 
with respect to hazardous material are as follows:
    (1) To use, duplicate and disclose any data to which this clause is 
applicable. The purposes of this right are to--
    (i) Apprise personnel of the hazards to which they may be exposed in 
using, handling, packaging, transporting, or disposing of hazardous 
materials;
    (ii) Obtain medical treatment for those affected by the material; 
and
    (iii) Have others use, duplicate, and disclose the data for the 
Government for these purposes.
    (2) To use, duplicate, and disclose data furnished under this 
clause, in accordance with subparagraph (h)(1) of this clause, in 
precedence over any other clause of this contract providing for rights 
in data.
    (3) The Government is not precluded from using similar or identical 
data acquired from other sources.

                             (End of clause)

    Alternate I (JUL 1995). If the contract is awarded by an agency 
other than the Department of Defense, add the following paragraph (i) to 
the basic clause:

    (i) Except as provided in paragraph (i)(2) the Contractor shall 
prepare and submit a sufficient number of Material Safety Data Sheets 
(MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the latest 
version of Federal Standard No. 313, for all hazardous materials 
identified in paragraph (b) of this clause.
    (1) For items shipped to consignees, the Contractor shall include a 
copy of the MSDS with the packing list or other suitable shipping 
document which accompanies each shipment. Alternatively, the Contractor 
is permitted to transmit MSDS's to consignees in advance of receipt of 
shipments by consignees, if authorized in writing by the Contracting 
Officer.
    (2) For items shipped to consignees identified by mailing address as 
agency depots, distribution centers or customer supply centers, the 
Contractor shall provide one copy of the MSDS's in or on each shipping 
container. If affixed to the outside of each container, the MSDS must be 
placed in a weather resistant envelope.

[56 FR 55375, Oct. 25, 1991, as amended at 60 FR 34740, July 3, 1995; 62 
FR 238, Jan. 2, 1997]



Sec. 52.223-4  Recovered Material Certification.

    As prescribed in 23.406(c), insert the following provision:

               Recovered Material Certification (MAY 2008)

    As required by the Resource Conservation and Recovery Act of 1976 
(42 U.S.C. 6962(c)(3)(A)(i)), the offeror certifies, by signing this 
offer, that the percentage of recovered materials content for EPA-
designated items to be delivered or used in the performance of the 
contract will be at least the amount required by the applicable contract 
specifications or other contractual requirements.

[[Page 183]]

                           (End of provision)

[62 FR 44812, Aug. 22, 1997, as amended at 65 FR 36021, June 6, 2000; 72 
FR 63045, Nov. 7, 2007; 73 FR 21790, Apr. 22, 2008]



Sec. 52.223-5  Pollution Prevention and Right-to-Know Information.

    As prescribed in 23.1005, insert the following clause:

      Pollution Prevention and Right-to-Know Information (AUG 2003)

    (a) Definitions. As used in this clause--
    Priority chemical means a chemical identified by the Interagency 
Environmental Leadership Workgroup or, alternatively, by an agency 
pursuant to section 503 of Executive Order 13148 of April 21, 2000, 
Greening the Government through Leadership in Environmental Management.
    Toxic chemical means a chemical or chemical category listed in 40 
CFR 372.65.
    (b) Executive Order 13148 requires Federal facilities to comply with 
the provisions of the Emergency Planning and Community Right-to-Know Act 
of 1986 (EPCRA) (42 U.S.C. 11001-11050) and the Pollution Prevention Act 
of 1990 (PPA) (42 U.S.C. 13101-13109).
    (c) The Contractor shall provide all information needed by the 
Federal facility to comply with the following:
    (1) The emergency planning reporting requirements of section 302 of 
EPCRA.
    (2) The emergency notice requirements of section 304 of EPCRA.
    (3) The list of Material Safety Data Sheets, required by section 311 
of EPCRA.
    (4) The emergency and hazardous chemical inventory forms of section 
312 of EPCRA.
    (5) The toxic chemical release inventory of section 313 of EPCRA, 
which includes the reduction and recycling information required by 
section 6607 of PPA.
    (6) The toxic chemical, priority chemical, and hazardous substance 
release and use reduction goals of sections 502 and 503 of Executive 
Order 13148.

                             (End of clause)

    Alternate I (AUG 2003). As prescribed in 23.1005(b), add the 
following paragraph (c)(7) to the basic clause:

    (c)(7) The environmental management system as described in section 
401 of E.O. 13148.

    Alternate II (AUG 2003). As prescribed in 23.1005(c), add the 
following paragraph (c)(7) to the basic clause. If Alternate I is also 
prescribed, renumber paragraph (c)(7) as paragraph (c)(8).

    (c)(7) The facility compliance audits as described in section 402 of 
E.O. 13148.

[68 FR 43870, July 24, 2003]



Sec. 52.223-6  Drug-Free Workplace.

    As prescribed in 23.505, insert the following clause:

                     Drug-Free Workplace (MAY 2001)

    (a) Definitions. As used in this clause--
    Controlled substance means a controlled substance in schedules I 
through V of section 202 of the Controlled Substances Act (21 U.S.C. 
812) and as further defined in regulation at 21 CFR 1308.11-1308.15.
    Conviction means a finding of guilt (including a plea of nolo 
contendere) or imposition of sentence, or both, by any judicial body 
charged with the responsibility to determine violations of the Federal 
or State criminal drug statutes.
    Criminal drug statute means a Federal or non-Federal criminal 
statute involving the manufacture, distribution, dispensing, possession 
or use of any controlled substance.
    Drug-free workplace means the site(s) for the performance of work 
done by the Contractor in connection with a specific contract where 
employees of the Contractor are prohibited from engaging in the unlawful 
manufacture, distribution, dispensing, possession, or use of a 
controlled substance.
    Employee means an employee of a Contractor directly engaged in the 
performance of work under a Government contract. Directly engaged is 
defined to include all direct cost employees and any other Contractor 
employee who has other than a minimal impact or involvement in contract 
performance.
    Individual means an offeror/contractor that has no more than one 
employee including the offeror/contractor.
    (b) The Contractor, if other than an individual, shall--within 30 
days after award (unless a longer period is agreed to in writing for 
contracts of 30 days or more performance duration); or as soon as 
possible for contracts of less than 30 days performance duration--
    (1) Publish a statement notifying its employees that the unlawful 
manufacture, distribution, dispensing, possession, or use of a 
controlled substance is prohibited in the contractor's workplace and 
specifying the actions that will be taken against employees for 
violations of such prohibition;
    (2) Establish an ongoing drug-free awareness program to inform such 
employees about--
    (i) The dangers of drug abuse in the workplace;
    (ii) The contractor's policy of maintaining a drug-free workplace;

[[Page 184]]

    (iii) Any available drug counseling, rehabilitation, and employee 
assistance programs; and
    (iv) The penalties that may be imposed upon employees for drug abuse 
violations occurring in the workplace.
    (3) Provide all employees engaged in performance of the contract 
with a copy of the statement required by subparagraph (b)(1) of this 
clause;
    (4) Notify such employees in writing in the statement required by 
subparagraph (b)(1) of this clause that, as a condition of continued 
employment on this contract, the employee will--
    (i) Abide by the terms of the statement; and
    (ii) Notify the employer in writing of the employee's conviction 
under a criminal drug statute for a violation occurring in the workplace 
no later than 5 days after such conviction.
    (5) Notify the Contracting Officer in writing within 10 days after 
receiving notice under subdivision (b)(4)(ii) of this clause, from an 
employee or otherwise receiving actual notice of such conviction. The 
notice shall include the position title of the employee;
    (6) Within 30 days after receiving notice under subdivision 
(b)(4)(ii) of this clause of a conviction, take one of the following 
actions with respect to any employee who is convicted of a drug abuse 
violation occurring in the workplace:
    (i) Taking appropriate personnel action against such employee, up to 
and including termination; or
    (ii) Require such employee to satisfactorily participate in a drug 
abuse assistance or rehabilitation program approved for such purposes by 
a Federal, State, or local health, law enforcement, or other appropriate 
agency; and
    (7) Make a good faith effort to maintain a drug-free workplace 
through implementation of subparagraphs (b)(1) through (b)(6) of this 
clause.
    (c) The Contractor, if an individual, agrees by award of the 
contract or acceptance of a purchase order, not to engage in the 
unlawful manufacture, distribution, dispensing, possession, or use of a 
controlled substance while performing this contract.
    (d) In addition to other remedies available to the Government, the 
Contractor's failure to comply with the requirements of paragraph (b) or 
(c) of this clause may, pursuant to FAR 23.506, render the Contractor 
subject to suspension of contract payments, termination of the contract 
for default, and suspension or debarment.

                             (End of clause)

[54 FR 4970, Jan. 31, 1989; 54 FR 6931, Feb. 15, 1989, as amended at 55 
FR 21708, May 25, 1990; 55 FR 30465, July 26, 1990; 61 FR 69292, Dec. 
31, 1996; 66 FR 2135, Jan. 10, 2001]



Sec. 52.223-7  Notice of radioactive materials.

    As prescribed in 23.602, insert the following clause:

               Notice of Radioactive Materials (JAN 1997)

    (a) The Contractor shall notify the Contracting Officer or designee, 
in writing, ------ * days prior to the delivery of, or prior to 
completion of any servicing required by this contract of, items 
containing either (1) radioactive material requiring specific licensing 
under the regulations issued pursuant to the Atomic Energy Act of 1954, 
as amended, as set forth in title 10 of the Code of Federal Regulations, 
in effect on the date of this contract, or (2) other radioactive 
material not requiring specific licensing in which the specific activity 
is greater than 0.002 microcuries per gram or the activity per item 
equals or exceeds 0.01 microcuries. Such notice shall specify the part 
or parts of the items which contain radioactive materials, a description 
of the materials, the name and activity of the isotope, the manufacturer 
of the materials, and any other information known to the Contractor 
which will put users of the items on notice as to the hazards involved 
(OMB No. 9000-0107).
---------------------------------------------------------------------------

    * The Contracting Officer shall insert the number of days required 
in advance of delivery of the item or completion of the servicing to 
assure that required licenses are obtained and appropriate personnel are 
notified to institute any necessary safety and health precautions. See 
FAR 23.601(d).
---------------------------------------------------------------------------

    (b) If there has been no change affecting the quantity of activity, 
or the characteristics and composition of the radioactive material from 
deliveries under this contract or prior contracts, the Contractor may 
request that the Contracting Officer or designee waive the notice 
requirement in paragraph (a) of this clause. Any such request shall--
    (1) Be submitted in writing;
    (2) State that the quantity of activity, characteristics, and 
composition of the radioactive material have not changed; and
    (3) Cite the contract number on which the prior notification was 
submitted and the contracting office to which it was submitted.
    (c) All items, parts, or subassemblies which contain radioactive 
materials in which the specific activity is greater than 0.002 
microcuries per gram or activity per item equals

[[Page 185]]

or exceeds 0.01 microcuries, and all containers in which such items, 
parts or subassemblies are delivered to the Government shall be clearly 
marked and labeled as required by the latest revision of MIL-STD 129 in 
effect on the date of the contract.
    (d) This clause, including this paragraph (d), shall be inserted in 
all subcontracts for radioactive materials meeting the criteria in 
paragraph (a) of this clause.

                             (End of clause)

[56 FR 55375, Oct. 25, 1991, as amended at 62 FR 239, Jan. 2, 1997]



Sec. 52.223-8  [Reserved]



Sec. 52.223-9  Estimate of Percentage of Recovered Material Content for 

          EPA-Designated Items.

    As prescribed in 23.406(d), insert the following clause:

Estimate of Percentage of Recovered Material Content for EPA-Designated 
                            Items (MAY 2008)

    (a) Definitions. As used in this clause--
    Postconsumer material means a material or finished product that has 
served its intended use and has been discarded for disposal or recovery, 
having completed its life as a consumer item. Postconsumer material is a 
part of the broader category of ``recovered material.''
    Recovered material means waste materials and by-products recovered 
or diverted from solid waste, but the term does not include those 
materials and by-products generated from, and commonly reused within, an 
original manufacturing process.
    (b) The Contractor, on completion of this contract, shall--
    (1) Estimate the percentage of the total recovered material content 
for EPA-designated item(s) delivered and/or used in contract 
performance, including, if applicable, the percentage of post-consumer 
material content; and
    (2) Submit this estimate to ---------------- [Contracting Officer 
complete in accordance with agency procedures].

                             (End of clause)

    Alternate I (MAY 2008). As prescribed in 23.406(d), redesignate 
paragraph (b) of the basic clause as paragraph (c) and add the following 
paragraph (b) to the basic clause:

    (b) The Contractor shall execute the following certification 
required by the Resource Conservation and Recovery Act of 1976 (42 
U.S.C. 6962(i)(2)(C)):

                              Certification

    I, ------------------------------ (name of certifier), am an officer 
or employee responsible for the performance of this contract and hereby 
certify that the percentage of recovered material content for EPA-
designated items met the applicable contract specifications or other 
contractual requirements.
________________________________________________________________________
(Signature of the Officer or Employee)
________________________________________________________________________
(Typed Name of the Officer or Employee)
________________________________________________________________________
(Title)
________________________________________________________________________
(Name of Company, Firm, or Organization)
________________________________________________________________________
(Date)
________________________________________________________________________

                         (End of certification)

[65 FR 36021, June 6, 2000, as amended at 72 FR 63045, Nov. 7, 2007; 73 
FR 21790, Apr. 22, 2008]



Sec. 52.223-10  Waste Reduction Program.

    As prescribed in 23.706(a), insert the following clause:

                   Waste Reduction Program (AUG 2000)

    (a) Definitions. As used in this clause--
    Recycling means the series of activities, including collection, 
separation, and processing, by which products or other materials are 
recovered from the solid waste stream for use in the form of raw 
materials in the manufacture of products other than fuel for producing 
heat or power by combustion.
    Waste prevention means any change in the design, manufacturing, 
purchase, or use of materials or products (including packaging) to 
reduce their amount or toxicity before they are discarded. Waste 
prevention also refers to the reuse of products or materials.
    Waste reduction means preventing or decreasing the amount of waste 
being generated through waste prevention, recycling, or purchasing 
recycled and environmentally preferable products.
    (b) Consistent with the requirements of Section 701 of Executive 
Order 13101, the Contractor shall establish a program to promote cost-
effective waste reduction in all operations and facilities covered by 
this contract. The Contractor's programs shall comply with applicable 
Federal, State, and local requirements, specifically including Section 
6002 of the Resource Conservation and Recovery Act (42 U.S.C. 6962, et 
seq.) and implementing regulations (40 CFR part 247).

[[Page 186]]

                             (End of clause)

[65 FR 36021, June 6, 2000, as amended at 72 FR 73218, Dec. 26, 2007]



Sec. 52.223-11  Ozone-Depleting Substances.

    As prescribed in 23.804(a), insert the following clause:

                  Ozone-Depleting Substances (MAY 2001)

    (a) Definition. Ozone-depleting substance, as used in this clause, 
means any substance the Environmental Protection Agency designates in 40 
CFR part 82 as--
    (1) Class I, including, but not limited to, chlorofluorocarbons, 
halons, carbon tetrachloride, and methyl chloroform; or
    (2) Class II, including, but not limited to, 
hydrochlorofluorocarbons.
    (b) The Contractor shall label products which contain or are 
manufactured with ozone-depleting substances in the manner and to the 
extent required by 42 U.S.C. 7671j (b), (c), and (d) and 40 CFR part 82, 
subpart E, as follows:
    ``WARNING: Contains (or manufactured with, if applicable)
 *, a substance(s) which harm(s) public health and environment by 
destroying ozone in the upper atmosphere.''_____________________________
    * The Contractor shall insert the name of the substance(s).

                             (End of clause)

[61 FR 31645, June 20, 1996, as amended at 66 FR 2135, Jan. 10, 2001]



Sec. 52.223-12  Refrigeration Equipment and Air Conditioners.

    As prescribed in 23.804(b), insert the following clause:

         Refrigeration Equipment and Air Conditioners (MAY 1995)

    The Contractor shall comply with the applicable requirements of 
sections 608 and 609 of the Clean Air Act (42 U.S.C. 7671g and 7671h) as 
each or both apply to this contract.

                             (End of clause)

[60 FR 28501, May 31, 1995]



Sec. 52.223-13  Certification of Toxic Chemical Release Reporting.

    As prescribed in 23.906(a), insert the following provision:

      Certification of Toxic Chemical Release Reporting (AUG 2003)

    (a) Executive Order 13148, of April 21, 2000, Greening the 
Government through Leadership in Environmental Management, requires 
submission of this ertification as a prerequisite for contract award.
    (b) By signing this offer, the offeror certifies that--
    (1) As the owner or operator of facilities that will be used in the 
performance of this contract that are subject to the filing and 
reporting requirements described in section 313 of the Emergency 
Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 
11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) 
(42 U.S.C. 13106), the offeror will file and continue to file for such 
facilities for the life of the contract the Toxic Chemical Release 
Inventory Form (Form R) as described in sections 313 (a) and (g) of 
EPCRA and section 6607 of PPA; or
    (2) None of its owned or operated facilities to be used in the 
performance of this contract is subject to the Form R filing and 
reporting requirements because each such facility is exempt for at least 
one of the following reasons: (Check each block that is applicable.)
    [squ] (i) The facility does not manufacture, process, or otherwise 
use any toxic chemicals listed in 40 CFR 372.65;
    [squ] (ii) The facility does not have 10 or more full-time employees 
as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A);
    [squ] (iii) The facility does not meet the reporting thresholds of 
toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 
11023(f) (including the alternate thresholds at 40 CFR 372.27, provided 
an appropriate certification form has been filed with EPA);
    [squ] (iv) The facility does not fall within the following Standard 
Industrial Classification (SIC) codes or their corresponding North 
American Industry Classification System sectors:
    (A) Major group code 10 (except 1011, 1081, and 1094.
    (B) Major group code 12 (except 1241).
    (C) Major group codes 20 through 39.
    (D) Industry code 4911, 4931, or 4939 (limited to facilities that 
combust coal and/or oil for the purpose of generating power for 
distribution in commerce).
    (E) Industry code 4953 (limited to facilities regulated under the 
Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et 
seq.), 5169, 5171, or 7389 (limited to facilities primarily engaged in 
solvent recovery services on a contract or fee basis); or
    [squ] (v) The facility is not located in the United States or its 
outlying areas.

                           (End of provision)

[61 FR 41475, Aug. 8, 1996, as amended at 65 FR 46058, July 26, 2000; 68 
FR 28086, May 22, 2003; 68 FR 43870, July 24, 2003]

[[Page 187]]



Sec. 52.223-14  Toxic Chemical Release Reporting.

    As prescribed in 23.906(b), insert the following clause:

               Toxic Chemical Release Reporting (AUG 2003)

    (a) Unless otherwise exempt, the Contractor, as owner or operator of 
a facility used in the performance of this contract, shall file by July 
1 for the prior calendar year an annual Toxic Chemical Release Inventory 
Form (Form R) as described in sections 313 (a) and (g) of the Emergency 
Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 
11023 (a) and (g)), and section 6607 of the Pollution Prevention Act of 
1990 (PPA) (42 U.S.C. 13106). The Contractor shall file, for each 
facility subject to the Form R filing and reporting requirements, the 
annual Form R throughout the life of the contract.
    (b) A Contractor-owned or -operated facility used in the performance 
of this contract is exempt from the requirement to file an annual Form R 
if--
    (1) The facility does not manufacture, process, or otherwise use any 
toxic chemicals listed in 40 CFR 372.65;
    (2) The facility does not have 10 or more full-time employees as 
specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A);
    (3) The facility does not meet the reporting thresholds of toxic 
chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) 
(including the alternate thresholds at 40 CFR 372.27, provided an 
appropriate certification form has been filed with EPA);
    (4) The facility does not fall within the following Standard 
Industrial Classification (SIC) codes or their corresponding North 
American Industry Classification System sectors:
    (i) Major group code 10 (except 1011, 1081, and 1094.
    (ii) Major group code 12 (except 1241).
    (iii) Major group codes 20 through 39.
    (iv) Industry code 4911, 4931, or 4939 (limited to facilities that 
combust coal and/or oil for the purpose of generating power for 
distribution in commerce).
    (v) Industry code 4953 (limited to facilities regulated under the 
Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et 
seq.)), 5169, 5171, or 7389 (limited to facilities primarily engaged in 
solvent recovery services on a contract or fee basis); or
    (5) The facility is not located in the United States or its outlying 
areas.
    (c) If the Contractor has certified to an exemption in accordance 
with one or more of the criteria in paragraph (b) of this clause, and 
after award of the contract circumstances change so that any of its 
owned or operated facilities used in the performance of this contract is 
no longer exempt--
    (1) The Contractor shall notify the Contracting Officer; and
    (2) The Contractor, as owner or operator of a facility used in the 
performance of this contract that is no longer exempt, shall (i) submit 
a Toxic Chemical Release Inventory Form (Form R) on or before July 1 for 
the prior calendar year during which the facility becomes eligible; and 
(ii) continue to file the annual Form R for the life of the contract for 
such facility.
    (d) The Contracting Officer may terminate this contract or take 
other action as appropriate, if the Contractor fails to comply 
accurately and fully with the EPCRA and PPA toxic chemical release 
filing and reporting requirements.
    (e) Except for acquisitions of commercial items as defined in FAR 
Part 2, the Contractor shall--
    (1) For competitive subcontracts expected to exceed $100,000 
(including all options), include a solicitation provision substantially 
the same as the provision at FAR 52.223-13, Certification of Toxic 
Chemical Release Reporting; and
    (2) Include in any resultant subcontract exceeding $100,000 
(including all options), the substance of this clause, except this 
paragraph (e).

                             (End of clause)

[61 FR 41475, Aug. 8, 1996, as amended at 65 FR 46058, July 26, 2000; 68 
FR 28086, May 22, 2003; 68 FR 43870, July 24, 2003]



Sec. 52.223-15  Energy Efficiency in Energy-Consuming Products.

    As prescribed in 23.206, insert the following clause:

        Energy Efficiency in Energy-Consuming Products (DEC 2007)

    (a) Definition. As used in this clause--
    Energy-efficient product--(1) Means a product that--
    (i) Meets Department of Energy and Environmental Protection Agency 
criteria for use of the Energy Star trademark label; or
    (ii) Is in the upper 25 percent of efficiency for all similar 
products as designated by the Department of Energy's Federal Energy 
Management Program.
    (2) The term ``product'' does not include any energy-consuming 
product or system designed or procured for combat or combat-related 
missions (42 U.S.C. 8259b).
    (b) The Contractor shall ensure that energy-consuming products are 
energy efficient products (i.e., ENERGY STAR[reg] products or 
FEMP-designated products) at the time of contract award, for products 
that are--

[[Page 188]]

    (1) Delivered;
    (2) Acquired by the Contractor for use in performing services at a 
Federally-controlled facility;
    (3) Furnished by the Contractor for use by the Government; or
    (4) Specified in the design of a building or work, or incorporated 
during its construction, renovation, or maintenance.
    (c) The requirements of paragraph (b) apply to the Contractor 
(including any subcontractor) unless--
    (1) The energy-consuming product is not listed in the ENERGY 
STAR[reg] Program or FEMP; or
    (2) Otherwise approved in writing by the Contracting Officer.
    (d) Information about these products is available for--
    (1) ENERGY STAR[reg] at http://www.energystar.gov/
products; and
    (2) FEMP at http://www1.eere.energy.gov/femp/procurement/eep--
requirements.html.

                             (End of clause)

[72 FR 65873, Nov. 23, 2007]



Sec. 52.223-16  IEEE 1680 Standard for the Environmental Assessment of 

          Personal Computer Products.

    As prescribed in 23.706(b)(1), insert the following clause:

IEEE 1680 Standard for the Environmental Assessment of Personal Computer 
                           Products (DEC 2007)

    (a) Definitions. As used in this clause--
    Computer monitor means a video display unit used with a computer.
    Desktop computer means a computer designed for use on a desk or 
table.
    Notebook computer means a portable-style or laptop-style computer 
system.
    Personal computer product means a notebook computer, a desktop 
computer, or a computer monitor, and any peripheral equipment that is 
integral to the operation of such items. For example, the desktop 
computer together with the keyboard, the mouse, and the power cord would 
be a personal computer product. Printers, copiers, and fax machines are 
not included in peripheral equipment, as used in this definition.
    (b) Under this contract, the Contractor shall deliver, furnish for 
Government use, or furnish for contractor use at a Government-owned 
facility, only personal computer products that at the time of submission 
of proposals were EPEAT Bronze registered or higher. Bronze is the first 
level discussed in clause 1.4 of the IEEE 1680 Standard for the 
Environmental Assessment of Personal Computer Products.
    (c) For information about the standard, see http://www.epeat.net.

                             (End of clause)

    Alternate I (DEC 2007). As prescribed in 23.706(b)(2), substitute 
the following paragraph (b) for paragraph (b) of the basic clause:

    (b) Under this contract, the Contractor shall deliver, furnish for 
Government use, or furnish for contractor use at a Government-owned 
facility, only personal computer products that at the time of submission 
of proposals were EPEAT Silver registered or higher. Silver is the 
second level discussed in clause 1.4 of the IEEE 1680 Standard for the 
Environmental Assessment of Personal Computer Products.

[72 FR 73218, Dec. 26, 2007]



Sec. 52.223-17  Affirmative Procurement of EPA-designated Items in 

          Service and Construction Contracts.

    As prescribed in 23.406(e), insert the following clause:

     Affirmative Procurement of EPA-Designated Items in Service and 
                    Construction Contracts (MAY 2008)

    (a) In the performance of this contract, the Contractor shall make 
maximum use of products containing recovered materials that are EPA-
designated items unless the product cannot be acquired--
    (1) Competitively within a timeframe providing for compliance with 
the contract performance schedule;
    (2) Meeting contract performance requirements; or
    (3) At a reasonable price.
    (b) Information about this requirement is available at EPA's 
Comprehensive Procurement Guidelines web site, http://www.epa.gov/cpg/. 
The list of EPA-designated items is available at http://www.epa.gov/cpg/
products.htm.

                             (End of clause)

[73 FR 21790, Apr. 22, 2008]



Sec. 52.223-18  Contractor Policy to Ban Text Messaging While Driving.

    As prescribed in 23.1105, insert the following clause:

    CONTRACTOR POLICY TO BAN TEXT MESSAGING WHILE DRIVING (SEP 2010)

    (a) Definitions. As used in this clause--
    Driving--(1) Means operating a motor vehicle on an active roadway 
with the motor running, including while temporarily stationary because 
of traffic, a traffic light, stop sign, or otherwise.

[[Page 189]]

    (2) Does not include operating a motor vehicle with or without the 
motor running when one has pulled over to the side of, or off, an active 
roadway and has halted in a location where one can safely remain 
stationary.
    Text messaging means reading from or entering data into any handheld 
or other electronic device, including for the purpose of short message 
service texting, e-mailing, instant messaging, obtaining navigational 
information, or engaging in any other form of electronic data retrieval 
or electronic data communication. The term does not include glancing at 
or listening to a navigational device that is secured in a commercially 
designed holder affixed to the vehicle, provided that the destination 
and route are programmed into the device either before driving or while 
stopped in a location off the roadway where it is safe and legal to 
park.
    (b) This clause implements Executive Order 13513, Federal Leadership 
on Reducing Text Messaging while Driving, dated October 1, 2009.
    (c) The Contractor should--
    (1) Adopt and enforce policies that ban text messaging while 
driving--
    (i) Company-owned or -rented vehicles or Government-owned vehicles; 
or
    (ii) Privately-owned vehicles when on official Government business 
or when performing any work for or on behalf of the Government.
    (2) Conduct initiatives in a manner commensurate with the size of 
the business, such as--
    (i) Establishment of new rules and programs or re-evaluation of 
existing programs to prohibit text messaging while driving; and
    (ii) Education, awareness, and other outreach to employees about the 
safety risks associated with texting while driving.
    (d) Subcontracts. The Contractor shall insert the substance of this 
clause, including this paragraph (d), in all subcontracts that exceed 
the micro-purchase threshold.

                             (End of clause)


[75 FR 60266, Sept. 29, 2010]



Sec. 52.224-1  Privacy Act Notification.

    As prescribed in 24.104, insert the following clause in 
solicitations and contracts, when the design, development, or operation 
of a system of records on individuals is required to accomplish an 
agency function:

                   Privacy Act Notification (APR 1984)

    The Contractor will be required to design, develop, or operate a 
system of records on individuals, to accomplish an agency function 
subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 
(5 U.S.C. 552a) and applicable agency regulations. Violation of the Act 
may involve the imposition of criminal penalties.

                             (End of clause)



Sec. 52.224-2  Privacy Act.

    As prescribed in 24.104, insert the following clause in 
solicitations and contracts, when the design, development, or operation 
of a system of records on individuals is required to accomplish an 
agency function:

                         Privacy Act (APR 1984)

    (a) The Contractor agrees to--
    (1) Comply with the Privacy Act of 1974 (the Act) and the agency 
rules and regulations issued under the Act in the design, development, 
or operation of any system of records on individuals to accomplish an 
agency function when the contract specifically identifies--
    (i) The systems of records; and
    (ii) The design, development, or operation work that the contractor 
is to perform;
    (2) Include the Privacy Act notification contained in this contract 
in every solicitation and resulting subcontract and in every subcontract 
awarded without a solicitation, when the work statement in the proposed 
subcontract requires the design, development, or operation of a system 
of records on individuals that is subject to the Act; and
    (3) Include this clause, including this subparagraph (3), in all 
subcontracts awarded under this contract which requires the design, 
development, or operation of such a system of records.
    (b) In the event of violations of the Act, a civil action may be 
brought against the agency involved when the violation concerns the 
design, development, or operation of a system of records on individuals 
to accomplish an agency function, and criminal penalties may be imposed 
upon the officers or employees of the agency when the violation concerns 
the operation of a system of records on individuals to accomplish an 
agency function. For purposes of the Act, when the contract is for the 
operation of a system of records on individuals to accomplish an agency 
function, the Contractor and any employee of the Contractor is 
considered to be an employee of the agency.
    (c)(1) Operation of a system of records, as used in this clause, 
means performance of any of the activities associated with maintaining 
the system of records, including the collection, use, and dissemination 
of records.
    (2) Record, as used in this clause, means any item, collection, or 
grouping of information about an individual that is maintained by an 
agency, including, but not limited to,

[[Page 190]]

education, financial transactions, medical history, and criminal or 
employment history and that contains the person's name, or the 
identifying number, symbol, or other identifying particular assigned to 
the individual, such as a fingerprint or voiceprint or a photograph.
    (3) System of records on individuals, as used in this clause means a 
group of any records under the control of any agency from which 
information is retrieved by the name of the individual or by some 
identifying number, symbol, or other identifying particular assigned to 
the individual.

                             (End of clause)



Sec. 52.225-1  Buy American Act--Supplies.

    As prescribed in 25.1101(a)(1), insert the following clause:

                 Buy American Act--Supplies. (FEB 2009)

    (a) Definitions. As used in this clause--
    Commercially available off-the-shelf (COTS) item--(1) Means any item 
of supply (including construction material) that is--
    (i) A commercial item (as defined in paragraph (1) of the definition 
at FAR 2.101);
    (ii) Sold in substantial quantities in the commercial marketplace; 
and
    (iii) Offered to the Government, under a contract or subcontract at 
any tier, without modification, in the same form in which it is sold in 
the commercial marketplace; and
    (2) Does not include bulk cargo, as defined in section 3 of the 
Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural 
products and petroleum products.
    Component means an article, material, or supply incorporated 
directly into an end product.
    Cost of components means--
    (1) For components purchased by the Contractor, the acquisition 
cost, including transportation costs to the place of incorporation into 
the end product (whether or not such costs are paid to a domestic firm), 
and any applicable duty (whether or not a duty-free entry certificate is 
issued); or
    (2) For components manufactured by the Contractor, all costs 
associated with the manufacture of the component, including 
transportation costs as described in paragraph (1) of this definition, 
plus allocable overhead costs, but excluding profit. Cost of components 
does not include any costs associated with the manufacture of the end 
product.
    Domestic end product means--
    (1) An unmanufactured end product mined or produced in the United 
States;
    (2) An end product manufactured in the United States, if--
    (i) The cost of its components mined, produced, or manufactured in 
the United States exceeds 50 percent of the cost of all its components. 
Components of foreign origin of the same class or kind as those that the 
agency determines are not mined, produced, or manufactured in sufficient 
and reasonably available commercial quantities of a satisfactory quality 
are treated as domestic. Scrap generated, collected, and prepared for 
processing in the United States is considered domestic; or
    (ii) The end product is a COTS item.
    End product means those articles, materials, and supplies to be 
acquired under the contract for public use.
    Foreign end product means an end product other than a domestic end 
product.
    United States means the 50 States, the District of Columbia, and 
outlying areas.
    (b) The Buy American Act (41 U.S.C. 10a - 10d) provides a preference 
for domestic end products for supplies acquired for use in the United 
States. In accordance with 41 U.S.C. 431, the component test of the Buy 
American Act is waived for an end product that is a COTS item (See 
12.505(a)(1)).
    (c) Offerors may obtain from the Contracting Officer a list of 
foreign articles that the Contracting Officer will treat as domestic for 
this contract.
    (d) The Contractor shall deliver only domestic end products except 
to the extent that it specified delivery of foreign end products in the 
provision of the solicitation entitled ``Buy American Act Certificate.''

                             (End of clause)

[64 FR 72433, Dec. 27, 1999, as amended at 66 FR 65350, Dec. 18, 2001; 
67 FR 21536, Apr. 30, 2002; 68 FR 28086, May 22, 2003; 74 2722, Jan. 15, 
2009]



Sec. 52.225-2  Buy American Act Certificate.

    As prescribed in 25.1101(a)(2), insert the following provision:

                 Buy American Act Certificate (FEB 2009)

    (a) The offeror certifies that each end product, except those listed 
in paragraph (b) of this provision, is a domestic end product and that 
for other than COTS items, the offeror has considered components of 
unknown origin to have been mined, produced, or manufactured outside the 
United States. The offeror shall list as foreign end products those end 
products manufactured in the United States that do not qualify as 
domestic end products, i.e., an end product that is not a COTS item and 
does not meet the component test in paragraph (2) of the definition of 
``domestic end product.'' The terms ``commercially available off-the-
shelf (COTS) item, '' ``component,'' ``domestic end product,'' ``end 
product,'' ``foreign end product,'' and ``United States'' are defined in 
the clause of this solicitation entitled ``Buy American Act--Supplies.''

[[Page 191]]

    (b) Foreign End Products:
Line Item No.:__________________________________________________________
Country of Origin:______________________________________________________
    (List as necessary)
    (c) The Government will evaluate offers in accordance with the 
policies and procedures of Part 25 of the Federal Acquisition 
Regulation.

                           (End of provision)

[64 FR 72434, Dec. 27, 1999; 65 FR 4633, Jan. 31, 2000, as amended at 67 
FR 21536, Apr. 30, 2002; 68 FR 28086, May 22, 2003; 74 FR 2723, Jan. 15, 
2009]



Sec. 52.225-3  Buy American Act--Free Trade Agreements--Israeli Trade 

          Act.

    As prescribed in 25.1101(b)(1)(i), insert the following clause:

  Buy American Act--Free Trade Agreements--Israeli Trade Act (JUN 2009)

    (a) Definitions. As used in this clause--
    Bahrainian, Moroccan, Omani, or Peruvian end product means an 
article that--
    (1) Is wholly the growth, product, or manufacture of Bahrain, 
Morocco, Oman, or Peru ; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in 
Bahrain, Morocco, Oman, or Peru into a new and different article of 
commerce with a name, character, or use distinct from that of the 
article or articles from which it was transformed. The term refers to a 
product offered for purchase under a supply contract, but for purposes 
of calculating the value of the end product includes services (except 
transportation services) incidental to the article, provided that the 
value of those incidental services does not exceed that of the article 
itself.
    Commercially available off-the-shelf (COTS) item--(1) Means any item 
of supply (including construction material) that is--
    (i) A commercial item (as defined in paragraph (1) of the definition 
at FAR 2.101);
    (ii) Sold in substantial quantities in the commercial marketplace; 
and
    (iii) Offered to the Government, under a contract or subcontract at 
any tier, without modification, in the same form in which it is sold in 
the commercial marketplace; and
    (2) Does not include bulk cargo, as defined in section 3 of the 
Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural 
products and petroleum products.
    Component means an article, material, or supply incorporated 
directly into an end product.
    Cost of components means--
    (1) For components purchased by the Contractor, the acquisition 
cost, including transportation costs to the place of incorporation into 
the end product (whether or not such costs are paid to a domestic firm), 
and any applicable duty (whether or not a duty-free entry certificate is 
issued); or
    (2) For components manufactured by the Contractor, all costs 
associated with the manufacture of the component, including 
transportation costs as described in paragraph (1) of this definition, 
plus allocable overhead costs, but excluding profit. Cost of components 
does not include any costs associated with the manufacture of the end 
product.
    Domestic end product means--
    (1) An unmanufactured end product mined or produced in the United 
States;
    (2) An end product manufactured in the United States, if--
    (i) The cost of its components mined, produced, or manufactured in 
the United States exceeds 50 percent of the cost of all its components. 
Components of foreign origin of the same class or kind as those that the 
agency determines are not mined, produced, or manufactured in sufficient 
and reasonably available commercial quantities of a satisfactory quality 
are treated as domestic. Scrap generated, collected, and prepared for 
processing in the United States is considered domestic; or
    (ii) The end product is a COTS item.
    End product means those articles, materials, and supplies to be 
acquired under the contract for public use.
    Foreign end product means an end product other than a domestic end 
product.
    Free Trade Agreement country means Australia, Bahrain, Canada, 
Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, 
Mexico, Morocco, Nicaragua, Oman, Peru, or Singapore.
    Free Trade Agreement country end product means an article that--
    (1) Is wholly the growth, product, or manufacture of a Free Trade 
Agreement country; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in a 
Free Trade Agreement country into a new and different article of 
commerce with a name, character, or use distinct from that of the 
article or articles from which it was transformed. The term refers to a 
product offered for purchase under a supply contract, but for purposes 
of calculating the value of the end product includes services (except 
transportation services) incidental to the article, provided that the 
value of those incidental services does not exceed that of the article 
itself.
    Israeli end product means an article that--
    (1) Is wholly the growth, product, or manufacture of Israel; or
    (2) In the case of an article that consists in whole or in part of 
materials from another

[[Page 192]]

country, has been substantially transformed in Israel into a new and 
different article of commerce with a name, character, or use distinct 
from that of the article or articles from which it was transformed.
    United States means the 50 States, the District of Columbia, and 
outlying areas.
    (b) Components of foreign origin. Offerors may obtain from the 
Contracting Officer a list of foreign articles that the Contracting 
Officer will treat as domestic for this contract.
    (c) Delivery of end products. The Buy American Act (41 U.S.C. 10a - 
10d) provides a preference for domestic end products for supplies 
acquired for use in the United States. In accordance with 41 U.S.C. 431, 
the component test of the Buy American Act is waived for an end product 
that is a COTS item (See 12.505(a)(1)). In addition, the Contracting 
Officer has determined that FTAs (except the Bahrain, Morocco, Oman, and 
Peru FTAs) and the Israeli Trade Act apply to this acquisition. Unless 
otherwise specified, these trade agreements apply to all items in the 
Schedule. The Contractor shall deliver under this contract only domestic 
end products except to the extent that, in its offer, it specified 
delivery of foreign end products in the provision entitled ``Buy 
American Act--Free Trade Agreements--Israeli Trade Act Certificate.'' If 
the Contractor specified in its offer that the Contractor would supply a 
Free Trade Agreement country end product (other than a Bahrainian, 
Moroccan, Omani, or Peruvian end product) or an Israeli end product, 
then the Contractor shall supply a Free Trade Agreement country end 
product (other than a Bahrainian, Moroccan, Omani, or Peruvian end 
product), an Israeli end product or, at the Contractor's option, a 
domestic end product.

                             (End of clause)

    Alternate I (JAN 2004). As prescribed in 25.1101(b)(1)(ii), add the 
following definition to paragraph (a) of the basic clause, and 
substitute the following paragraph (c) for paragraph (c) of the basic 
clause:

    Canadian end product means an article that--
    (1) Is wholly the growth, product, or manufacture of Canada; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in 
Canada into a new and different article of commerce with a name, 
character, or use distinct from that of the article or articles from 
which it was transformed. The term refers to a product offered for 
purchase under a supply contract, but for purposes of calculating the 
value of the end product includes services (except transportation 
services) incidental to the article, provided that the value of those 
incidental services does not exceed that of the article itself.
    (c) Delivery of end products. The Contracting Officer has determined 
that NAFTA applies to this acquisition. Unless otherwise specified, 
NAFTA applies to all items in the Schedule. The Contractor shall deliver 
under this contract only domestic end products except to the extent 
that, in its offer, it specified delivery of foreign end products in the 
provision entitled ``Buy American Act--Free Trade Agreements--Israeli 
Trade Act Certificate.'' If the Contractor specified in its offer that 
the Contractor would supply a Canadian end product, then the Contractor 
shall supply a Canadian end product or, at the Contractor's option, a 
domestic end product.

    Alternate II (JAN 2004). As prescribed in 25.1101(b)(1)(iii), add 
the following definition to paragraph (a) of the basic clause, and 
substitute the following paragraph (c) for paragraph (c) of the basic 
clause:

    Canadian end product means an article that--
    (1) Is wholly the growth, product, or manufacture of Canada; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in 
Canada into a new and different article of commerce with a name, 
character, or use distinct from that of the article or articles from 
which it was transformed. The term refers to a product offered for 
purchase under a supply contract, but for purposes of calculating the 
value of the end product includes services (except transportation 
services) incidental to the article, provided that the value of those 
incidental services does not exceed that of the article itself.
    (c) Delivery of end products. The Contracting Officer has determined 
that NAFTA and the Israeli Trade Act apply to this acquisition. Unless 
otherwise specified, these trade agreements apply to all items in the 
Schedule. The Contractor shall deliver under this contract only domestic 
end products except to the extent that, in its offer, it specified 
delivery of foreign end products in the provision entitled ``Buy 
American Act--Free Trade Agreements--Israeli Trade Act.'' If the 
Contractor specified in its offer that the Contractor would supply a 
Canadian end product or an Israeli end product, then the

[[Page 193]]

Contractor shall supply a Canadian end product, an Israeli end product 
or, at the Contractor's option, a domestic end product.

[64 FR 72434, Dec. 27, 1999, as amended at 66 FR 65350, Dec. 18, 2001; 
67 FR 21536, Apr. 30, 2002; 68 FR 28086, May 22, 2003; 69 FR 1056, Jan. 
7, 2004; 69 FR 59701, Oct. 5, 2004; 69 FR 77876, Dec. 28, 2004; 71 FR 
219, Jan. 3, 2006; 71 FR 20308, Apr. 19, 2006; 71 FR 36937, June 28, 
2006; 71 FR 67777, Nov. 22, 2006; 72 FR 46358, Aug. 17, 2007; 74 FR 
2723, Jan. 15, 2009; 74 FR 28429, June 15, 2009]



Sec. 52.225-4  Buy American Act--Free Trade Agreement--Israeli Trade Act 

          Certificate.

    As prescribed in 25.1101(b)(2)(i), insert the following provision:

 Buy American Act--Free Trade Agreement--Israeli Trade Act Certificate 
                               (JUN 2009)

    (a) The offeror certifies that each end product, except those listed 
in paragraph (b) or (c) of this provision, is a domestic end product and 
that for other than COTS items, the offeror has considered components of 
unknown origin to have been mined, produced, or manufactured outside the 
United States. The terms ``Bahrainian, Moroccan, Omani, or Peruvian end 
product,'' ``commercially available off-the-shelf (COTS) item,'' 
``component,'' ``domestic end product,'' ``end product,'' ``foreign end 
product,'' ``Free Trade Agreement country,'' ``Free Trade Agreement 
country end product,'' ``Israeli end product,'' and ``United States'' 
are defined in the clause of this solicitation entitled ``Buy American 
Act--Free Trade Agreements--Israeli Trade Act.''
    (b) The offeror certifies that the following supplies are Free Trade 
Agreement country end products (other than Bahrainian, Moroccan, Omani, 
or Peruvian end products) or Israeli end products as defined in the 
clause of this solicitation entitled ``Buy American Act--Free Trade 
Agreements--Israeli Trade Act'':

    Free Trade Agreement Country End Products (Other than Bahrainian,
   Moroccan, Omani, or Peruvian End Products) or Israeli End Products:
 
          Line Item No.                               Country of Origin
 
                                   ................  ...................
----------------------------------                  --------------------
                                   ................  ...................
----------------------------------                  --------------------
                                   ................  ...................
----------------------------------                  --------------------
                           [List as necessary]
 

    (c) The offeror shall list those supplies that are foreign end 
products (other than those listed in paragraph (b) of this provision) as 
defined in the clause of this solicitation entitled ``Buy American Act--
Free Trade Agreements--Israeli Trade Act.'' The offeror shall list as 
other foreign end products those end products manufactured in the United 
States that do not qualify as domestic end products, i.e., an end 
product that is not a COTS item and does not meet the component test in 
paragraph (2) of the definition of ``domestic end product.''
    Other Foreign End Products:
    LINE ITEM NO. COUNTRY OF ORIGIN
    ---------------- ----------------
    ---------------- ----------------
    ---------------- ----------------
    [List as necessary]
    (d) The Government will evaluate offers in accordance with the 
policies and procedures of Part 25 of the Federal Acquisition 
Regulation.

                           (End of provision)

    Alternate I (JAN 2004). As prescribed in 25.1101(b)(2)(ii), 
substitute the following paragraph (b) for paragraph (b) of the basic 
provision:

    (b) The offeror certifies that the following supplies are Canadian 
end products as defined in the clause of this solicitation entitled 
``Buy American Act--Free Trade Agreements--Israeli Trade Act--Balance of 
Payments Program'':

                         Canadian End Products:

Line Item No.___________________________________________________________
    (List as necessary)

    Alternate II (JAN 2004). As prescribed in 25.1101(b)(2)(iii), 
substitute the following paragraph (b) for paragraph (b) of the basic 
provision:

    (b) The offeror certifies that the following supplies are Canadian 
end products or Israeli end products as defined in the clause of this 
solicitation entitled ``Buy American Act--Free Trade Agreements--Israeli 
Trade Act--Balance of Payments Program'':

                    Canadian or Israeli End Products

Line Item No.:__________________________________________________________
Country of Origin:______________________________________________________
    (List as necessary)

[64 FR 72435, Dec. 27, 1999; 65 FR 4633, Jan. 31, 2000, as amended at 67 
FR 21536, May 15, 2002; 68 FR 28086, May 22, 2003; 69 FR 1056, Jan. 7, 
2004; 71 FR 36938, June 28, 2006; 71 FR 67777, Nov. 22, 2006; 72 FR 
46358, Aug. 17, 2007; 74 FR 2723, Jan. 15, 2009; 74 FR 28429, June 15, 
2009]



Sec. 52.225-5  Trade Agreements.

    As prescribed in 25.1101(c)(1), insert the following clause:

[[Page 194]]

                       Trade Agreements (AUG 2009)

    (a) Definitions. As used in this clause.
    Caribbean Basin country end product--
    (1) Means an article that--
    (i)(A) Is wholly the growth, product, or manufacture of a Caribbean 
Basin country; or
    (B) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in a 
Caribbean Basin country into a new and different article of commerce 
with a name, character, or use distinct from that of the article or 
articles from which it was transformed; and
    (ii) Is not excluded from duty-free treatment for Caribbean 
countries under 19 U.S.C. 2703(b).
    (A) For this reason, the following articles are not Caribbean Basin 
country end products:
    (1) Tuna, prepared or preserved in any manner in airtight 
containers;
    (2) Petroleum, or any product derived from petroleum;
    (3) Watches and watch parts (including cases, bracelets, and straps) 
of whatever type including, but not limited to, mechanical, quartz 
digital, or quartz analog, if such watches or watch parts contain any 
material that is the product of any country to which the Harmonized 
Tariff Schedule of the United States (HTSUS) column 2 rates of duty 
apply (i.e., Afghanistan, Cuba, Laos, North Korea, and Vietnam); and
    (4) Certain of the following: textiles and apparel articles; 
footwear, handbags, luggage, flat goods, work gloves, and leather 
wearing apparel; or handloomed, handmade, and folklore articles;
    (B) Access to the HTSUS to determine duty-free status of articles of 
these types is available at http://www.usitc.gov/tata/hts/. In 
particular, see the following:
    (1) General Note 3(c), Products Eligible for Special Tariff 
treatment.
    (2) General Note 17, Products of Countries Designated as Beneficiary 
Countries under the United States-Caribbean Basin Trade Partnership Act 
of 2000.
    (3) Section XXII, Chapter 98, Subchapter II, Articles Exported and 
Returned, Advanced or Improved Abroad, U.S. Note 7(b).
    (4) Section XXII, Chapter 98, Subchapter XX, Goods Eligible for 
Special Tariff Benefits under the United States-Caribbean Basin Trade 
Partnership Act; and
    (2) Refers to a product offered for purchase under a supply 
contract, but for purposes of calculating the value of the acquisition, 
includes services (except transportation services) incidental to the 
article, provided that the value of those incidental services does not 
exceed that of the article itself.
    Designated country means any of the following countries:
    (1) A World Trade Organization Government Procurement Agreement 
country (Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech 
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, 
Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), 
Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, 
Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, 
Spain, Sweden, Switzerland, Taiwan (known in the World Trade 
Organization as ``the Separate Customs Territory of Taiwan, Penghu, 
Kinmen and Matsu (Chinese Taipei))'', or United Kingdom);
    (2) A Free Trade Agreement country (Australia, Bahrain, Canada, 
Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, 
Mexico, Morocco, Nicaragua, Oman, Peru, or Singapore);
    (3) A least developed country (Afghanistan, Angola, Bangladesh, 
Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African 
Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, East 
Timor, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-
Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, 
Maldives, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao 
Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, 
Tanzania, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or
    (4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, 
Barbados, Belize, British Virgin Islands, Dominica, Grenada, Guyana, 
Haiti, Jamaica, Montserrat, Netherlands Antilles, St. Kitts and Nevis, 
St. Lucia, St. Vincent and the Grenadines, or Trinidad and Tobago).
    Designated country end product means a WTO GPA country end product, 
an FTA country end product, a least developed country end product, or a 
Caribbean Basin country end product.
    End product means those articles, materials, and supplies to be 
acquired under the contract for public use.
    Free Trade Agreement country end product means an article that--
    (1) Is wholly the growth, product, or manufacture of a Free Trade 
Agreement (FTA) country; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in an 
FTA country into a new and different article of commerce with a name, 
character, or use distinct from that of the article or articles from 
which it was transformed. The term refers to a product offered for 
purchase under a supply contract, but for purposes of calculating the 
value of the end product includes services (except transportation 
services) incidental to the article, provided that the value of those 
incidental services does not exceed that of the article itself.

[[Page 195]]

    Least developed country end product means an article that--
    (1) Is wholly the growth, product, or manufacture of a least 
developed country; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in a 
least developed country into a new and different article of commerce 
with a name, character, or use distinct from that of the article or 
articles from which it was transformed. The term refers to a product 
offered for purchase under a supply contract, but for purposes of 
calculating the value of the end product, includes services (except 
transportation services) incidental to the article, provided that the 
value of those incidental services does not exceed that of the article 
itself.
    United States means the 50 States, the District of Columbia, and 
outlying areas.
    U.S.-made end product means an article that is mined, produced, or 
manufactured in the United States or that is substantially transformed 
in the United States into a new and different article of commerce with a 
name, character, or use distinct from that of the article or articles 
from which it was transformed.,
    WTO GPA country end product means an article that--
    (1) Is wholly the growth, product, or manufacture of a WTO GPA 
country; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, has been substantially transformed in a 
WTO GPA country into a new and different article of commerce with a 
name, character, or use distinct from that of the article or articles 
from which it was transformed. The term refers to a product offered for 
purchase under a supply contract, but for purposes of calculating the 
value of the end product includes services, (except transportation 
services) incidental to the article, provided that the value of those 
incidental services does not exceed that of the article itself.
    (b) Delivery of end products. The Contracting Officer has determined 
that the WTO GPA and FTAs apply to this acquisition. Unless otherwise 
specified, these trade agreements apply to all items in the Schedule. 
The Contractor shall deliver under this contract only U.S.-made or 
designated country end products except to the extent that, in its offer, 
it specified delivery of other end products in the provision entitled 
``Trade Agreements Certificate.''

                             (End of clause)

[64 FR 72435, Dec. 27, 1999]

    Editorial Note: For Federal Register citations affecting Sec. 
52.225-5, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec. 52.225-6  Trade Agreements Certificate.

    As prescribed in 25.1101(c)(2), insert the following provision:

                 Trade Agreements Certificate (JAN 2005)

    (a) The offeror certifies that each end product, except those listed 
in paragraph (b) of this provision, is a U.S.-made or designated country 
end product, as defined in the clause of this solicitation entitled 
``Trade Agreements.''
    (b) The offeror shall list as other end products those supplies that 
are not U.S.-made or designated country end products.

                           Other End Products

                             Line Item No.:

Country of Origin:______________________________________________________
    (List as necessary),
    (c) The Government will evaluate offers in accordance with the 
policies and procedures of Part 25 of the Federal Acquisition 
Regulation. For line items covered by the WTO GPA, the Government will 
evaluate offers of U.S.-made or designated country end products without 
regard to the restrictions of the Buy American Act. The Government will 
consider for award only offers of U.S.-made or designated country end 
products unless the Contracting Officer determines that there are no 
offers for such products or that the offers for those products are 
insufficient to fulfill the requirements of this solicitation.

                           (End of provision)

[64 FR 72436, Dec. 27, 1999, as amended at 67 FR 21537, Apr. 30, 2002; 
69 FR 1056, Jan. 7, 2004; 69 FR 77877, Dec. 28, 2004]



Sec. 52.225-7  Waiver of Buy American Act for Civil Aircraft and Related 

          Articles.

    As prescribed in 25.1101(d), insert the following provision:

Waiver of Buy American Act for Civil Aircraft and Related Articles (FEB 
                                  2000)

    (a) Definition. Civil aircraft and related articles, as used in this 
provision, means--
    (1) All aircraft other than aircraft to be purchased for use by the 
Department of Defense or the U.S. Coast Guard;
    (2) The engines (and parts and components for incorporation into the 
engines) of these aircraft;
    (3) Any other parts, components, and subassemblies for incorporation 
into the aircraft; and

[[Page 196]]

    (4) Any ground flight simulators, and parts and components of these 
simulators, for use with respect to the aircraft, whether to be used as 
original or replacement equipment in the manufacture, repair, 
maintenance, rebuilding, modification, or conversion of the aircraft, 
and without regard to whether the aircraft or articles receive duty-free 
treatment under section 601(a)(2) of the Trade Agreements Act.
    (b) The U.S. Trade Representative has waived the Buy American Act 
for acquisitions of civil aircraft and related articles from countries 
that are parties to the Agreement on Trade in Civil Aircraft. Those 
countries are Austria, Belgium, Bulgaria, Canada, Denmark, Egypt, 
Finland, France, Germany, Greece, Ireland, Italy, Japan, Luxembourg, 
Macao, the Netherlands, Norway, Portugal, Romania, Spain, Sweden, 
Switzerland, and the United Kingdom.
    (c) For the purpose of this waiver, an article is a product of a 
country only if--
    (1) It is wholly the growth, product, or manufacture of that 
country; or
    (2) In the case of an article that consists in whole or in part of 
materials from another country, it has been substantially transformed 
into a new and different article of commerce with a name, character, or 
use distinct from that of the article or articles from which it was 
transformed.
    (d) The waiver is subject to modification or withdrawal by the U.S. 
Trade Representative.

                           (End of provision)

[64 FR 72436, Dec. 27, 1999]



Sec. 52.225-8  Duty-Free Entry.

    As prescribed in 25.1101(e), insert the following clause:

                       Duty-Free Entry (OCT 2010)

    (a) Definition. Customs territory of the United States means the 
States, the District of Columbia, and Puerto Rico.
    (b) Except as otherwise approved by the Contracting Officer, the 
Contractor shall not include in the contract price any amount for duties 
on supplies specifically identified in the Schedule to be accorded duty-
free entry.
    (c) Except as provided in paragraph (d) of this clause or elsewhere 
in this contract, the following procedures apply to supplies not 
identified in the Schedule to be accorded duty-free entry:
    (1) The Contractor shall notify the Contracting Officer in writing 
of any purchase of foreign supplies (including, without limitation, raw 
materials, components, and intermediate assemblies) in excess of $15,000 
that are to be imported into the customs territory of the United States 
for delivery to the Government under this contract, either as end 
products or for incorporation into end products. The Contractor shall 
furnish the notice to the Contracting Officer at least 20 calendar days 
before the importation. The notice shall identify the--
    (i) Foreign supplies;
    (ii) Estimated amount of duty; and
    (iii) Country of origin.
    (2) The Contracting Officer will determine whether any of these 
supplies should be accorded duty-free entry and will notify the 
Contractor within 10 calendar days after receipt of the Contractor's 
notification.
    (3) Except as otherwise approved by the Contracting Officer, the 
contract price shall be reduced by (or the allowable cost shall not 
include) the amount of duty that would be payable if the supplies were 
not entered duty-free.
    (d) The Contractor is not required to provide the notification under 
paragraph (c) of this clause for purchases of foreign supplies if--
    (1) The supplies are identical in nature to items purchased by the 
Contractor or any subcontractor in connection with its commercial 
business; and
    (2) Segregation of these supplies to ensure use only on Government 
contracts containing duty-free entry provisions is not economical or 
feasible.
    (e) The Contractor shall claim duty-free entry only for supplies to 
be delivered to the Government under this contract, either as end 
products or incorporated into end products, and shall pay duty on 
supplies, or any portion of them, other than scrap, salvage, or 
competitive sale authorized by the Contracting Officer, diverted to 
nongovernmental use.
    (f) The Government will execute any required duty-free entry 
certificates for supplies to be accorded duty-free entry and will assist 
the Contractor in obtaining duty-free entry for these supplies.
    (g) Shipping documents for supplies to be accorded duty-free entry 
shall consign the shipments to the contracting agency in care of the 
Contractor and shall include the--
    (1) Delivery address of the Contractor (or contracting agency, if 
appropriate);
    (2) Government prime contract number;
    (3) Identification of carrier;
    (4) Notation ``UNITED STATES GOVERNMENT, ------ [agency], ------ 
Duty-free entry to be claimed pursuant to Item No(s) ------ [from Tariff 
Schedules] ------, Harmonized Tariff Schedules of the United States. 
Upon arrival of shipment at port of entry, District Director of Customs, 
please release shipment under 19 CFR part 142 and notify [cognizant 
contract administration office] for execution of Customs Forms 7501 and 
7501-A and any required duty-free entry certificates.'';
    (5) Gross weight in pounds (if freight is based on space tonnage, 
state cubic feet in addition to gross shipping weight); and

[[Page 197]]

    (6) Estimated value in United States dollars.
    (h) The Contractor shall instruct the foreign supplier to--
    (1) Consign the shipment as specified in paragraph (g) of this 
clause;
    (2) Mark all packages with the words ``UNITED STATES GOVERNMENT'' 
and the title of the contracting agency; and
    (3) Include with the shipment at least two copies of the bill of 
lading (or other shipping document) for use by the District Director of 
Customs at the port of entry.
    (i) The Contractor shall provide written notice to the cognizant 
contract administration office immediately after notification by the 
Contracting Officer that duty-free entry will be accorded foreign 
supplies or, for duty-free supplies identified in the Schedule, upon 
award by the Contractor to the overseas supplier. The notice shall 
identify the--
    (1) Foreign supplies;
    (2) Country of origin;
    (3) Contract number; and
    (4) Scheduled delivery date(s).
    (j) The Contractor shall include the substance of this clause in any 
subcontract if--
    (1) Supplies identified in the Schedule to be accorded duty-free 
entry will be imported into the customs territory of the United States; 
or
    (2) Other foreign supplies in excess of $15,000 may be imported into 
the customs territory of the United States.

                             (End of clause)

[64 FR 72436, Dec. 27, 1999, as amended at 75 FR 53134, Aug. 30, 2010]



Sec. 52.225-9  Buy American Act--Construction Materials.

    As prescribed in 25.1102(a), insert the following clause:

           Buy American Act--Construction Materials (SEP 2010)

    (a) Definitions. As used in this clause--
    Commercially available off-the-shelf (COTS) item--(1) Means any item 
of supply (including construction material) that is--
    (i) A commercial item (as defined in paragraph (1) of the definition 
at FAR 2.101);
    (ii) Sold in substantial quantities in the commercial marketplace; 
and
    (iii) Offered to the Government, under a contract or subcontract at 
any tier, without modification, in the same form in which it is sold in 
the commercial marketplace; and
    (2) Does not include bulk cargo, as defined in section 3 of the 
Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural 
products and petroleum products.
    Construction material means an article, material, or supply brought 
to the construction site by the Contractor or a subcontractor for 
incorporation into the building or work. The term also includes an item 
brought to the site preassembled from articles, materials, or supplies. 
However, emergency life safety systems, such as emergency lighting, fire 
alarm, and audio evacuation systems, that are discrete systems 
incorporated into a public building or work and that are produced as 
complete systems, are evaluated as a single and distinct construction 
material regardless of when or how the individual parts or components of 
those systems are delivered to the construction site. Materials 
purchased directly by the Government are supplies, not construction 
material.
    Cost of components means--
    (1) For components purchased by the Contractor, the acquisition 
cost, including transportation costs to the place of incorporation into 
the construction material (whether or not such costs are paid to a 
domestic firm), and any applicable duty (whether or not a duty-free 
entry certificate is issued); or
    (2) For components manufactured by the Contractor, all costs 
associated with the manufacture of the component, including 
transportation costs as described in paragraph (1) of this definition, 
plus allocable overhead costs, but excluding profit. Cost of components 
does not include any costs associated with the manufacture of the 
construction material.
    Domestic construction material means--
    (1) An unmanufactured construction material mined or produced in the 
United States;
    (2) A construction material manufactured in the United States, if--
    (i) The cost of its components mined, produced, or manufactured in 
the United States exceeds 50 percent of the cost of all its components. 
Components of foreign origin of the same class or kind for which 
nonavailability determinations have been made are treated as domestic; 
or
    (ii) The construction material is a COTS item.
    Foreign construction material means a construction material other 
than a domestic construction material.
    United States means the 50 States, the District of Columbia, and 
outlying areas.
    (b) Domestic preference. (1) This clause implements the Buy American 
Act (41 U.S.C. 10a-10d) by providing a preference for domestic 
construction material. In accordance with 41 U.S.C. 431, the component 
test of the Buy American Act is waived for construction material that is 
a COTS item (See FAR 12.505(a)(2)). The Contractor shall use only 
domestic construction material in performing this contract, except as 
provided in paragraphs (b)(2) and (b)(3) of this clause.
    (2) This requirement does not apply to information technology that 
is a commercial item or to the construction materials or

[[Page 198]]

components listed by the Government as follows:
    (3) The Contracting Officer may add other foreign construction 
material to the list in paragraph (b)(2) of this clause if the 
Government determines that--
    (i) The cost of domestic construction material would be 
unreasonable. The cost of a particular domestic construction material 
subject to the requirements of the Buy American Act is unreasonable when 
the cost of such material exceeds the cost of foreign material by more 
than 6 percent;
    (ii) The application of the restriction of the Buy American Act to a 
particular construction material would be impracticable or inconsistent 
with the public interest; or
    (iii) The construction material is not mined, produced, or 
manufactured in the United States in sufficient and reasonably available 
commercial quantities of a satisfactory quality.
    (c) Request for determination of inapplicability of the Buy American 
Act. (1)(i) Any Contractor request to use foreign construction material 
in accordance with paragraph (b)(3) of this clause shall include 
adequate information for Government evaluation of the request, 
including--
    (A) A description of the foreign and domestic construction 
materials;
    (B) Unit of measure;
    (C) Quantity;
    (D) Price;
    (E) Time of delivery or availability;
    (F) Location of the construction project;
    (G) Name and address of the proposed supplier; and
    (H) A detailed justification of the reason for use of foreign 
construction materials cited in accordance with paragraph (b)(3) of this 
clause.
    (ii) A request based on unreasonable cost shall include a reasonable 
survey of the market and a completed price comparison table in the 
format in paragraph (d) of this clause.
    (iii) The price of construction material shall include all delivery 
costs to the construction site and any applicable duty (whether or not a 
duty-free certificate may be issued).
    (iv) Any Contractor request for a determination submitted after 
contract award shall explain why the Contractor could not reasonably 
foresee the need for such determination and could not have requested the 
determination before contract award. If the Contractor does not submit a 
satisfactory explanation, the Contracting Officer need not make a 
determination.
    (2) If the Government determines after contract award that an 
exception to the Buy American Act applies and the Contracting Officer 
and the Contractor negotiate adequate consideration, the Contracting 
Officer will modify the contract to allow use of the foreign 
construction material. However, when the basis for the exception is the 
unreasonable price of a domestic construction material, adequate 
consideration is not less than the differential established in paragraph 
(b)(3)(i) of this clause.
    (3) Unless the Government determines that an exception to the Buy 
American Act applies, use of foreign construction material is 
noncompliant with the Buy American Act or Balance of Payments Program.
    (d) Data. To permit evaluation of requests under paragraph (c) of 
this clause based on unreasonable cost, the Contractor shall include the 
following information and any applicable supporting data based on the 
survey of suppliers:

                          Foreign and Domestic Construction Materials Price Comparison
----------------------------------------------------------------------------------------------------------------
       Construction material description           Unit of measure          Quantity         Price (dollars) \1\
----------------------------------------------------------------------------------------------------------------
Item 1
    Foreign construction material.............  ....................  ....................  ....................
    Domestic construction material............  ....................  ....................  ....................
Item 2
    Foreign construction material.............  ....................  ....................  ....................
    Domestic construction material............  ....................  ....................  ....................
----------------------------------------------------------------------------------------------------------------
Include all delivery costs to the construction site and any applicable duty (whether or not a duty-free entry
  certificate is issued).
List name, address, telephone number, and contact for suppliers surveyed. Attach copy of response; if oral,
  attach summary.
Include other applicable supporting information.

                             (End of clause)

[64 FR 72437, Dec. 27, 1999; 65 FR 4633, Jan. 31, 2000; 66 FR 65350, 
Dec. 18, 2001; 67 FR 21537, Apr. 30, 2002; 68 FR 28086, May 22, 2003; 69 
FR 77877, Dec. 28, 2004; 74 FR 2723, Jan. 15, 2009; 75 FR 60267, Sept. 
29, 2010]



Sec. 52.225-10  Notice of Buy American Act Requirement--Construction 

          Materials.

    As prescribed in 25.1102(b)(1), insert the following provision:

[[Page 199]]

  Notice of Buy American Act Requirement--Construction Materials (FEB 
                                  2009)

    (a) Definitions. ``Commercially available off-the-shelf (COTS) 
item,'' ``construction material,'' ``domestic construction material,'' 
and ``foreign construction material,'' as used in this provision, are 
defined in the clause of this solicitation entitled ``Buy American Act--
Construction Materials'' (Federal Acquisition Regulation (FAR) clause 
52.225-9).
    (b) Requests for determinations of inapplicability. An offeror 
requesting a determination regarding the inapplicability of the Buy 
American Act should submit the request to the Contracting Officer in 
time to allow a determination before submission of offers. The offeror 
shall include the information and applicable supporting data required by 
paragraphs (c) and (d) of the clause at FAR 52.225-9 in the request. If 
an offeror has not requested a determination regarding the 
inapplicability of the Buy American Act before submitting its offer, or 
has not received a response to a previous request, the offeror shall 
include the information and supporting data in the offer.
    (c) Evaluation of offers. (1) The Government will evaluate an offer 
requesting exception to the requirements of the Buy American Act, based 
on claimed unreasonable cost of domestic construction material, by 
adding to the offered price the appropriate percentage of the cost of 
such foreign construction material, as specified in paragraph (b)(3)(i) 
of the clause at FAR 52.225-9.
    (2) If evaluation results in a tie between an offeror that requested 
the substitution of foreign construction material based on unreasonable 
cost and an offeror that did not request an exception, the Contracting 
Officer will award to the offeror that did not request an exception 
based on unreasonable cost.
    (d) Alternate offers. (1) When an offer includes foreign 
construction material not listed by the Government in this solicitation 
in paragraph (b)(2) of the clause at FAR 52.225-9, the offeror also may 
submit an alternate offer based on use of equivalent domestic 
construction material.
    (2) If an alternate offer is submitted, the offeror shall submit a 
separate Standard Form 1442 for the alternate offer, and a separate 
price comparison table prepared in accordance with paragraphs (c) and 
(d) of the clause at FAR 52.225-9 for the offer that is based on the use 
of any foreign construction material for which the Government has not 
yet determined an exception applies.
    (3) If the Government determines that a particular exception 
requested in accordance with paragraph (c) of the clause at FAR 52.225-9 
does not apply, the Government will evaluate only those offers based on 
use of the equivalent domestic construction material, and the offeror 
shall be required to furnish such domestic construction material. An 
offer based on use of the foreign construction material for which an 
exception was requested--
    (i) Will be rejected as nonresponsive if this acquisition is 
conducted by sealed bidding; or
    (ii) May be accepted if revised during negotiations.

                           (End of provision)

    Alternate I (MAY 2002). As prescribed in 25.1102(b)(2), substitute 
the following paragraph (b) for paragraph (b) of the basic provision:

    (b) Requests for determinations of inapplicability. An offeror 
requesting a determination regarding the inapplicability of the Buy 
American Act shall submit the request with its offer, including the 
information and applicable supporting data required by paragraphs (c) 
and (d) of the clause at FAR 52.225-9.

[64 FR 72438, Dec. 27, 1999, as amended at 67 FR 21537, Apr. 30, 2002; 
74 FR 2724, Jan. 15, 2009]



Sec. 52.225-11  Buy American Act--Construction Materials under Trade 

          Agreements.

    As prescribed in 25.1102(c), insert the following clause:

  Buy American Act--Construction Materials Under Trade Agreements (SEP 
                                  2010)

    (a) Definitions. As used in this clause--
    Caribbean Basin country construction material means a construction 
material that--
    (1) Is wholly the growth, product, or manufacture of a Caribbean 
Basin country; or
    (2) In the case of a construction material that consists in whole or 
in part of materials from another country, has been substantially 
transformed in a Caribbean Basin country into a new and different 
construction material distinct from the materials from which it was 
transformed.
    Commercially available off-the-shelf (COTS) item--(1) Means any item 
of supply (including construction material) that is--
    (i) A commercial item (as defined in paragraph (1) of the definition 
at FAR 2.101);
    (ii) Sold in substantial quantities in the commercial marketplace; 
and
    (iii) Offered to the Government, under a contract or subcontract at 
any tier, without modification, in the same form in which it is sold in 
the commercial marketplace; and
    (2) Does not include bulk cargo, as defined in section 3 of the 
Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural 
products and petroleum products.

[[Page 200]]

    Component means an article, material, or supply incorporated 
directly into a construction material.
    Construction material means an article, material, or supply brought 
to the construction site by the Contractor or subcontractor for 
incorporation into the building or work. The term also includes an item 
brought to the site preassembled from articles, materials, or supplies. 
However, emergency life safety systems, such as emergency lighting, fire 
alarm, and audio evacuation systems, that are discrete systems 
incorporated into a public building or work and that are produced as 
complete systems, are evaluated as a single and distinct construction 
material regardless of when or how the individual parts or components of 
those systems are delivered to the construction site. Materials 
purchased directly by the Government are supplies, not construction 
material.
    Cost of components means--
    (1) For components purchased by the Contractor, the acquisition 
cost, including transportation costs to the place of incorporation into 
the construction material (whether or not such costs are paid to a 
domestic firm), and any applicable duty (whether or not a duty-free 
entry certificate is issued); or
    (2) For components manufactured by the Contractor, all costs 
associated with the manufacture of the component, including 
transportation costs as described in paragraph (1) of this definition, 
plus allocable overhead costs, but excluding profit. Cost of components 
does not include any costs associated with the manufacture of the 
construction material.
    Designated country means any of the following countries:
    (1) A World Trade Organization Government Procurement Agreement 
country (Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech 
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, 
Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), 
Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, 
Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, 
Spain, Sweden, Switzerland, Taiwan, or United Kingdom);
    (2) A Free Trade Agreement country (Australia, Bahrain, Canada, 
Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, 
Mexico, Morocco, Nicaragua, Oman, Peru, or Singapore);
    (3) A least developed country (Afghanistan, Angola, Bangladesh, 
Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African 
Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, East 
Timor, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-
Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, 
Maldives, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao 
Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, 
Tanzania, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or
    (4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, 
Barbados, Belize, British Virgin Islands, Dominica, Grenada, Guyana, 
Haiti, Jamaica, Montserrat, Netherlands Antilles, St. Kitts and Nevis, 
St. Lucia, St. Vincent and the Grenadines, or Trinidad and Tobago).
    Designated country construction material means a construction 
material that is a WTO GPA country construction material, an FTA country 
construction material, a least developed country construction material, 
or a Caribbean Basin country construction material.
    Domestic construction material means--
    (1) An unmanufactured construction material mined or produced in the 
United States;
    (2) A construction material manufactured in the United States, if--
    (i) The cost of its components mined, produced, or manufactured in 
the United States exceeds 50 percent of the cost of all its components. 
Components of foreign origin of the same class or kind for which 
nonavailability determinations have been made are treated as domestic; 
or
    (ii) The construction material is a COTS item.
    Foreign construction material means a construction material other 
than a domestic construction material.
    Free Trade Agreement country construction material means a 
construction material that--
    (1) Is wholly the growth, product, or manufacture of a Free Trade 
Agreement (FTA) country; or
    (2) In the case of a construction material that consists in whole or 
in part of materials from another country, has been substantially 
transformed in a FTA country into a new and different construction 
material distinct from the materials from which it was transformed.
    Least developed country construction material means a construction 
material that--
    (1) Is wholly the growth, product, or manufacture of a least 
developed country; or
    (2) In the case of a construction material that consists in whole or 
in part of materials from another country, has been substantially 
transformed in a least developed country into a new and different 
construction material distinct from the materials from which it was 
transformed.
    United States means the 50 States, the District of Columbia, and 
outlying areas.
    WTO GPA country construction material means a construction material 
that--
    (1) Is wholly the growth, product, or manufacture of a WTO GPA 
country; or
    (2) In the case of a construction material that consists in whole or 
in part of materials

[[Page 201]]

from another country, has been substantially transformed in a WTO GPA 
country into a new and different construction material distinct from the 
materials from which it was transformed.
    (b) Construction materials. (1) This clause implements the Buy 
American Act (41 U.S.C. 10a-10d) by providing a preference for domestic 
construction material. In accordance with 41 U.S.C. 431, the component 
test of the Buy American Act is waived for construction material that is 
a COTS item (See FAR 12.505(a)(2)). In addition, the Contracting Officer 
has determined that the WTO GPA and Free Trade Agreements (FTAs) apply 
to this acquisition. Therefore, the Buy American Act restrictions are 
waived for designated county construction materials.
    (2) The Contractor shall use only domestic or designated country 
construction material in performing this contract, except as provided in 
paragraphs (b)(3) and (b)(4) of this clause.
    (3) The requirement in paragraph (b)(2) of this clause does not 
apply to information technology that is a commercial item or to the 
construction materials or components listed by the Government as 
follows:
[Contracting Officer to list applicable excepted materials or indicate 
``none'']
    (4) The Contracting Officer may add other foreign construction 
material to the list in paragraph (b)(3) of this clause if the 
Government determines that--
    (i) The cost of domestic construction material would be 
unreasonable. The cost of a particular domestic construction material 
subject to the restrictions of the Buy American Act is unreasonable when 
the cost of such material exceeds the cost of foreign material by more 
than 6 percent;
    (ii) The application of the restriction of the Buy American Act to a 
particular construction material would be impracticable or inconsistent 
with the public interest; or
    (iii) The construction material is not mined, produced, or 
manufactured in the United States in sufficient and reasonably available 
commercial quantities of a satisfactory quality.
    (c) Request for determination of inapplicability of the Buy American 
Act. (1)(i) Any Contractor request to use foreign construction material 
in accordance with paragraph (b)(4) of this clause shall include 
adequate information for Government evaluation of the request, 
including--
    (A) A description of the foreign and domestic construction 
materials;
    (B) Unit of measure;
    (C) Quantity;
    (D) Price;
    (E) Time of delivery or availability;
    (F) Location of the construction project;
    (G) Name and address of the proposed supplier; and
    (H) A detailed justification of the reason for use of foreign 
construction materials cited in accordance with paragraph (b)(3) of this 
clause.
    (ii) A request based on unreasonable cost shall include a reasonable 
survey of the market and a completed price comparison table in the 
format in paragraph (d) of this clause.
    (iii) The price of construction material shall include all delivery 
costs to the construction site and any applicable duty (whether or not a 
duty-free certificate may be issued).
    (iv) Any Contractor request for a determination submitted after 
contract award shall explain why the Contractor could not reasonably 
foresee the need for such determination and could not have requested the 
determination before contract award. If the Contractor does not submit a 
satisfactory explanation, the Contracting Officer need not make a 
determination.
    (2) If the Government determines after contract award that an 
exception to the Buy American Act applies and the Contracting Officer 
and the Contractor negotiate adequate consideration, the Contracting 
Officer will modify the contract to allow use of the foreign 
construction material. However, when the basis for the exception is the 
unreasonable price of a domestic construction material, adequate 
consideration is not less than the differential established in paragraph 
(b)(4)(i) of this clause.
    (3) Unless the Government determines that an exception to the Buy 
American Act applies, use of foreign construction material is 
noncompliant with the Buy American Act.
    (d) Data. To permit evaluation of requests under paragraph (c) of 
this clause based on unreasonable cost, the Contractor shall include the 
following information and any applicable supporting data based on the 
survey of suppliers:

                          Foreign and Domestic Construction Materials Price Comparison
----------------------------------------------------------------------------------------------------------------
       Construction material description           Unit of measure          Quantity         Price (dollars) \1\
----------------------------------------------------------------------------------------------------------------
Item 1:
    Foreign construction material.............  ....................  ....................  ....................
    Domestic construction material............  ....................  ....................  ....................
Item 2:
    Foreign construction material.............  ....................  ....................  ....................

[[Page 202]]

 
    Domestic construction material............  ....................  ....................  ....................
----------------------------------------------------------------------------------------------------------------
\1\ Include all delivery costs to the construction site and any applicable duty (whether or not a duty-free
  entry certificate is issued).
List name, address, telephone number, and contact for suppliers surveyed. Attach copy of response; if oral,
  attach summary.
Include other applicable supporting information.

                             (End of clause)

    Alternate I (JUN 2009). As prescribed in 25.1102(c)(3), add the 
following definition of ``Bahrainian, Mexican, or Omani construction 
material'' to paragraph (a) of the basic clause, and substitute the 
following paragraphs (b)(1) and (b)(2) for paragraphs (b)(1) and (b)(2) 
of the basic clause:

    Bahrainian, Mexican, or Omani construction material means a 
construction material that--
    (1) Is wholly the growth, product, or manufacture of Bahrain, 
Mexico, or Oman ; or
    (2) In the case of a construction material that consists in whole or 
in part of materials from another country, has been substantially 
transformed in Bahrain, Mexico, or Oman into a new and different 
construction material distinct from the materials from which it was 
transformed.
    (b) Construction materials. (1) This clause implements the Buy 
American Act (41 U.S.C. 10a-10d) by providing a preference for domestic 
construction material. In accordance with 41 U.S.C. 431, the component 
test of the Buy American Act is waived for construction material that is 
a COTS item (See FAR 12.505(a)(2)). In addition, the Contracting Officer 
has determined that the WTO GPA and all the Free Trade Agreements except 
the Bahrain FTA, NAFTA, and the Oman FTA apply to this acquisition. 
Therefore, the Buy American Act restrictions are waived for designated 
country construction materials other than Bahrainian, Mexican, or Omani 
construction materials.
    (2) The Contractor shall use only domestic or designated country 
construction material other than Bahrainian, Mexican, or Omani 
construction material in performing this contract, except as provided in 
paragraphs (b)(3) and (b)(4) of this clause.

[64 FR 72438, Dec. 27, 1999]

    Editorial Note: For Federal Register citations affecting Sec. 
52.225-11, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec. 52.225-12  Notice of Buy American Act Requirement--Construction 

          Materials Under Trade Agreements.

    As prescribed in 25.1102(d)(1), insert the following provision:

  Notice of Buy American Act Requirement--Construction Materials Under 
                       Trade Agreements (FEB 2009)

    (a) Definitions. ``Commercially available off-the-shelf (COTS) 
item,'' ``construction material,'' ``designated country construction 
material,'' ``domestic construction material,'' and ``foreign 
construction material,'' as used in this provision, are defined in the 
clause of this solicitation entitled ``Buy American Act--Construction 
Materials Under Trade Agreements'' (Federal Acquisition Regulation (FAR) 
clause 52.225-11).
    (b) Requests for determination of inapplicability. An offeror 
requesting a determination regarding the inapplicability of the Buy 
American Act should submit the request to the Contracting Officer in 
time to allow a determination before submission of offers. The offeror 
shall include the information and applicable supporting data required by 
paragraphs (c) and (d) of FAR clause 52.225-11 in the request. If an 
offeror has not requested a determination regarding the inapplicability 
of the Buy American Act before submitting its offer, or has not received 
a response to a previous request, the offeror shall include the 
information and supporting data in the offer.
    (c) Evaluation of offers. (1) The Government will evaluate an offer 
requesting exception to the requirements of the Buy American Act, based 
on claimed unreasonable cost of domestic construction materials, by 
adding to the offered price the appropriate percentage of the cost of 
such foreign construction material, as specified in paragraph (b)(4)(i) 
of FAR clause 52.225-11.
    (2) If evaluation results in a tie between an offeror that requested 
the substitution of foreign construction material based on unreasonable 
cost and an offeror that did not request an exception, the Contracting 
Officer will award to the offeror that did not request an exception 
based on unreasonable cost.
    (d) Alternate offers. (1) When an offer includes foreign 
construction material, other than designated country construction 
material, that is not listed by the Government in

[[Page 203]]

this solicitation in paragraph (b)(3) of FAR clause 52.225-11, the 
offeror also may submit an alternate offer based on use of equivalent 
domestic or designated country construction material.
    (2) If an alternate offer is submitted, the offeror shall submit a 
separate Standard Form 1442 for the alternate offer, and a separate 
price comparison table prepared in accordance with paragraphs (c) and 
(d) of FAR clause 52.225-11 for the offer that is based on the use of 
any foreign construction material for which the Government has not yet 
determined an exception applies.
    (3) If the Government determines that a particular exception 
requested in accordance with paragraph (c) of FAR clause 52.225-11 does 
not apply, the Government will evaluate only those offers based on use 
of the equivalent domestic or designated country construction material, 
and the offeror shall be required to furnish such domestic or designated 
country construction material. An offer based on use of the foreign 
construction material for which an exception was requested--
    (i) Will be rejected as nonresponsive if this acquisition is 
conducted by sealed bidding; or
    (ii) May be accepted if revised during negotiations.

                           (End of provision)

    Alternate I (MAY 2002). As prescribed in 25.1102(d)(2), substitute 
the following paragraph (b) for paragraph (b) of the basic provision:

    (b) Requests for determination of inapplicability. An offeror 
requesting a determination regarding the inapplicability of the Buy 
American Act shall submit the request with its offer, including the 
information and applicable supporting data required by paragraphs (c) 
and (d) of FAR clause 52.225-11.

    Alternate II ``(JUN 2009)''. As prescribed in 25.1102(d)(3), add the 
definition of ``Bahrainian, Mexican, or Omani construction material'' to 
paragraph (a) and substitute the following paragraph (d) for paragraph 
(d) of the basic provision:

    (d) Alternate offers. (1) When an offer includes foreign 
construction material, except foreign construction material from a 
designated country other than Bahrain, Mexico, or Oman that is not 
listed by the Government in this solicitation in paragraph (b)(3) of FAR 
clause 52.225-11, the offeror also may submit an alternate offer based 
on use of equivalent domestic or designated country construction 
material other than Bahrainian, Mexican, or Omani construction material.
    (2) If an alternate offer is submitted, the offeror shall submit a 
separate Standard Form 1442 for the alternate offer, and a separate 
price comparison table prepared in accordance with paragraphs (c) and 
(d) of FAR clause 52.225-11 for the offer that is based on the use of 
any foreign construction material for which the Government has not yet 
determined an exception applies.
    (3) If the Government determines that a particular exception 
requested in accordance with paragraph (c) of FAR clause 52.225-11 does 
not apply, the Government will evaluate only those offers based on use 
of the equivalent domestic or designated country construction material 
other than Bahrainian, Mexican, or Omani construction material. An offer 
based on use of the foreign construction material for which an exception 
was requested--
    (i) Will be rejected as nonresponsive if this acquisition is 
conducted by sealed bidding; or
    (ii) May be accepted if revised during negotiations.

[64 FR 72440, Dec. 27, 1999, as amended at 65 FR 36027, June 6, 2000; 67 
FR 21537, Apr. 30, 2002; 69 FR 1057, Jan. 7, 2004; 69 FR 77878, Dec. 28, 
2004; 71 FR 220, Jan. 3, 2006; 71 FR 20308, Apr. 19, 2006; 71 FR 36938, 
June 28, 2006; 71 FR 67778, Nov. 22, 2006; 72 FR 46359, Aug. 17, 2007; 
74 FR 2724, Jan. 15, 2009; 74 FR 28429, June 15, 2009]



Sec. 52.225-13  Restrictions on Certain Foreign Purchases.

    As prescribed in 25.1103(a), insert the following clause:

          Restrictions on Certain Foreign Purchases (JUN 2008)

    (a) Except as authorized by the Office of Foreign Assets Control 
(OFAC) in the Department of the Treasury, the Contractor shall not 
acquire, for use in the performance of this contract, any supplies or 
services if any proclamation, Executive order, or statute administered 
by OFAC, or if OFAC's implementing regulations at 31 CFR chapter V, 
would prohibit such a transaction by a person subject to the 
jurisdiction of the United States.
    (b) Except as authorized by OFAC, most transactions involving Cuba, 
Iran, and Sudan are prohibited, as are most imports from Burma or North 
Korea, into the United States or its outlying areas. Lists of entities 
and individuals subject to economic sanctions are included in OFAC's 
List of Specially Designated Nationals and Blocked Persons at http://
www.treas.gov/offices/enforcement/ofac/sdn More information about these 
restrictions, as well as updates, is available in the OFAC's regulations 
at 31 CFR chapter

[[Page 204]]

V and/or on OFAC's Web site at http://www.treas.gov/offices/enforcement/
ofac.
    (c) The Contractor shall insert this clause, including this 
paragraph (c), in all subcontracts.

                             (End of clause)

[64 FR 72440, Dec. 27, 1999, as amended at 65 FR 36028, June 6, 2000; 68 
FR 28086, May 22, 2003; 68 FR 56686, Oct. 1, 2003; 68 FR 69259, Dec. 11, 
2003; 69 FR 1618, Jan. 9, 2004; 70 FR 11764, Mar. 9, 2005; 70 FR 18959, 
Apr. 11, 2005; 71 FR 225, Jan. 3, 2006; 73 FR 33640, June 12, 2008]



Sec. 52.225-14  Inconsistency between English Version and Translation of 

          Contract.

    As prescribed in 25.1103(b), insert the following clause:

 Inconsistency Between English Version and Translation of Contract (FEB 
                                  2000)

    In the event of inconsistency between any terms of this contract and 
any translation into another language, the English language meaning 
shall control.

                             (End of clause)

[64 FR 72440, Dec. 27, 1999]



Sec. 52.225-15--52.225-16  [Reserved]



Sec. 52.225-17  Evaluation of Foreign Currency Offers.

    As prescribed in 25.1103(c), insert the following provision:

            Evaluation of Foreign Currency Offers (FEB 2000)

    If the Government receives offers in more than one currency, the 
Government will evaluate offers by converting the foreign currency to 
United States currency using [Contracting Officer to insert source of 
rate] in effect as follows:
    (a) For acquisitions conducted using sealed bidding procedures, on 
the date of bid opening.
    (b) For acquisitions conducted using negotiation procedures--
    (1) On the date specified for receipt of offers, if award is based 
on initial offers; otherwise
    (2) On the date specified for receipt of proposal revisions.

                           (End of provision)

[64 FR 72441, Dec. 27, 1999, as amended at 72 FR 63090, Nov. 7, 2007]



Sec. 52.225-18  Place of Manufacture.

    As prescribed in 25.1101(f), insert the following solicitation 
provision:

                     Place of Manufacture (SEP 2006)

    (a) Definitions. As used in this clause--
    Manufactured end product means any end product in Federal Supply 
Classes (FSC) 1000-9999, except--
    (1) FSC 5510, Lumber and Related Basic Wood Materials;
    (2) Federal Supply Group (FSG) 87, Agricultural Supplies;
    (3) FSG 88, Live Animals;
    (4) FSG 89, Food and Related Consumables;
    (5) FSC 9410, Crude Grades of Plant Materials;
    (6) FSC 9430, Miscellaneous Crude Animal Products, Inedible;
    (7) FSC 9440, Miscellaneous Crude Agricultural and Forestry 
Products;
    (8) FSC 9610, Ores;
    (9) FSC 9620, Minerals, Natural and Synthetic; and
    (10) FSC 9630, Additive Metal Materials.
    Place of manufacture means the place where an end product is 
assembled out of components, or otherwise made or processed from raw 
materials into the finished product that is to be provided to the 
Government. If a product is disassembled and reassembled, the place of 
reassembly is not the place of manufacture.
    (b) For statistical purposes only, the offeror shall indicate 
whether the place of manufacture of the end products it expects to 
provide in response to this solicitation is predominantly--
    (1) In the United States (Check this box if the total anticipated 
price of offered end products manufactured in the United States exceeds 
the total anticipated price of offered end products manufactured outside 
the United States); or
    (2) Outside the United States.

                           (End of provision)

[71 FR 57378, Sept. 28, 2006]



Sec. 52.225-19  Contractor Personnel in a Designated Operational Area or 

          Supporting a Diplomatic or Consular Mission Outside the United 

          States.

    As prescribed in 25.301-4, insert the following clause:

 Contractor Personnel in a Designated Operational Area or Supporting a 
   Diplomatic or Consular Mission Outside the United States (MAR 2008)

    (a) Definitions. As used in this clause--
    Chief of mission means the principal officer in charge of a 
diplomatic mission of the

[[Page 205]]

United States or of a United States office abroad which is designated by 
the Secretary of State as diplomatic in nature, including any individual 
assigned under section 502(c) of the Foreign Service Act of 1980 (Pub. 
L. 96-465) to be temporarily in charge of such a mission or office.
    Combatant commander means the commander of a unified or specified 
combatant command established in accordance with 10 U.S.C. 161.
    Designated operational area means a geographic area designated by 
the combatant commander or subordinate joint force commander for the 
conduct or support of specified military operations.
    Supporting a diplomatic or consular mission means performing outside 
the United States under a contract administered by Federal agency 
personnel who are subject to the direction of a chief of mission.
    (b) General. (1) This clause applies when Contractor personnel are 
required to perform outside the United States--
    (i) In a designated operational area during--
    (A) Contingency operations;
    (B) Humanitarian or peacekeeping operations; or
    (C) Other military operations; or military exercises, when 
designated by the Combatant Commander; or
    (ii) When supporting a diplomatic or consular mission--
    (A) That has been designated by the Department of State as a danger 
pay post (see http://aoprals.state.gov/Web920/danger--pay--all.asp); or
    (B) That the Contracting Officer has indicated is subject to this 
clause.
    (2) Contract performance may require work in dangerous or austere 
conditions. Except as otherwise provided in the contract, the Contractor 
accepts the risks associated with required contract performance in such 
operations.
    (3) Contractor personnel are civilians.
    (i) Except as provided in paragraph (b)(3)(ii) of this clause, and 
in accordance with paragraph (i)(3) of this clause, Contractor personnel 
are only authorized to use deadly force in self-defense.
    (ii) Contractor personnel performing security functions are also 
authorized to use deadly force when use of such force reasonably appears 
necessary to execute their security mission to protect assets/persons, 
consistent with the terms and conditions contained in the contract or 
with their job description and terms of employment.
    (4) Service performed by Contractor personnel subject to this clause 
is not active duty or service under 38 U.S.C. 106 note.
    (c) Support. Unless specified elsewhere in the contract, the 
Contractor is responsible for all logistical and security support 
required for Contractor personnel engaged in this contract.
    (d) Compliance with laws and regulations. The Contractor shall 
comply with, and shall ensure that its personnel in the designated 
operational area or supporting the diplomatic or consular mission are 
familiar with and comply with, all applicable--
    (1) United States, host country, and third country national laws;
    (2) Treaties and international agreements;
    (3) United States regulations, directives, instructions, policies, 
and procedures; and
    (4) Force protection, security, health, or safety orders, 
directives, and instructions issued by the Chief of Mission or the 
Combatant Commander; however, only the Contracting Officer is authorized 
to modify the terms and conditions of the contract.
    (e) Preliminary personnel requirements. (1) Specific requirements 
for paragraphs (e)(2)(i) through (e)(2)(vi) of this clause will be set 
forth in the statement of work, or elsewhere in the contract.
    (2) Before Contractor personnel depart from the United States or a 
third country, and before Contractor personnel residing in the host 
country begin contract performance in the designated operational area or 
supporting the diplomatic or consular mission, the Contractor shall 
ensure the following:
    (i) All required security and background checks are complete and 
acceptable.
    (ii) All personnel are medically and physically fit and have 
received all required vaccinations.
    (iii) All personnel have all necessary passports, visas, entry 
permits, and other documents required for Contractor personnel to enter 
and exit the foreign country, including those required for in-transit 
countries.
    (iv) All personnel have received--
    (A) A country clearance or special area clearance, if required by 
the chief of mission; and
    (B) Theater clearance, if required by the Combatant Commander.
    (v) All personnel have received personal security training. The 
training must at a minimum--
    (A) Cover safety and security issues facing employees overseas;
    (B) Identify safety and security contingency planning activities; 
and
    (C) Identify ways to utilize safety and security personnel and other 
resources appropriately.
    (vi) All personnel have received isolated personnel training, if 
specified in the contract. Isolated personnel are military or civilian 
personnel separated from their unit or organization in an environment 
requiring them to survive, evade, or escape while awaiting rescue or 
recovery.

[[Page 206]]

    (vii) All personnel who are U.S. citizens are registered with the 
U.S. Embassy or Consulate with jurisdiction over the area of operations 
on-line at http://www.travel.state.gov.
    (3) The Contractor shall notify all personnel who are not a host 
country national or ordinarily resident in the host country that--
    (i) If this contract is with the Department of Defense, or the 
contract relates to supporting the mission of the Department of Defense 
outside the United States, such employees, and dependents residing with 
such employees, who engage in conduct outside the United States that 
would constitute an offense punishable by imprisonment for more than one 
year if the conduct had been engaged in within the special maritime and 
territorial jurisdiction of the United States, may potentially be 
subject to the criminal jurisdiction of the United States (see the 
Military Extraterritorial Jurisdiction Act of 2000 (18 U.S.C. 3261 et 
seq.);
    (ii) Pursuant to the War Crimes Act, 18 U.S.C. 2441, Federal 
criminal jurisdiction also extends to conduct that is determined to 
constitute a war crime when committed by a civilian national of the 
United States; and
    (iii) Other laws may provide for prosecution of U.S. nationals who 
commit offenses on the premises of United States diplomatic, consular, 
military or other United States Government missions outside the United 
States (18 U.S.C. 7(9)).
    (f) Processing and departure points. The Contractor shall require 
its personnel who are arriving from outside the area of performance to 
perform in the designated operational area or supporting the diplomatic 
or consular mission to--
    (1) Process through the departure center designated in the contract 
or complete another process as directed by the Contracting Officer;
    (2) Use a specific point of departure and transportation mode as 
directed by the Contracting Officer; and
    (3) Process through a reception center as designated by the 
Contracting Officer upon arrival at the place of performance.
    (g) Personnel data. (1) Unless personnel data requirements are 
otherwise specified in the contract, the Contractor shall establish and 
maintain with the designated Government official a current list of all 
Contractor personnel in the areas of performance. The Contracting 
Officer will inform the Contractor of the Government official designated 
to receive this data and the appropriate system to use for this effort.
    (2) The Contractor shall ensure that all employees on this list have 
a current record of emergency data, for notification of next of kin, on 
file with both the Contractor and the designated Government official.
    (h) Contractor personnel. The Contracting Officer may direct the 
Contractor, at its own expense, to remove and replace any Contractor 
personnel who fail to comply with or violate applicable requirements of 
this contract. Such action may be taken at the Government's discretion 
without prejudice to its rights under any other provision of this 
contract, including termination for default or cause.
    (i) Weapons. (1) If the Contracting Officer, subject to the approval 
of the Combatant Commander or the Chief of Mission, authorizes the 
carrying of weapons--
    (i) The Contracting Officer may authorize an approved Contractor to 
issue Contractor-owned weapons and ammunition to specified employees; or
    (ii) The ------------ [Contracting Officer to specify individual, 
e.g., Contracting Officer Representative, Regional Security Officer, 
etc,] may issue Government-furnished weapons and ammunition to the 
Contractor for issuance to specified Contractor employees.
    (2) The Contractor shall provide to the Contracting Officer a 
specific list of personnel for whom authorization to carry a weapon is 
requested.
    (3) The Contractor shall ensure that its personnel who are 
authorized to carry weapons--
    (i) Are adequately trained to carry and use them--
    (A) Safely;
    (B) With full understanding of, and adherence to, the rules of the 
use of force issued by the Combatant Commander or the Chief of Mission; 
and
    (C) In compliance with applicable agency policies, agreements, 
rules, regulations, and other applicable law;
    (ii) Are not barred from possession of a firearm by 18 U.S.C. 922; 
and
    (iii) Adhere to all guidance and orders issued by the Combatant 
Commander or the Chief of Mission regarding possession, use, safety, and 
accountability of weapons and ammunition.
    (4) Upon revocation by the Contracting Officer of the Contractor's 
authorization to possess weapons, the Contractor shall ensure that all 
Government-furnished weapons and unexpended ammunition are returned as 
directed by the Contracting Officer.
    (5) Whether or not weapons are Government-furnished, all liability 
for the use of any weapon by Contractor personnel rests solely with the 
Contractor and the Contractor employee using such weapon.
    (j) Vehicle or equipment licenses. Contractor personnel shall 
possess the required licenses to operate all vehicles or equipment 
necessary to perform the contract in the area of performance.
    (k) Military clothing and protective equipment. (1) Contractor 
personnel are prohibited

[[Page 207]]

from wearing military clothing unless specifically authorized by the 
Combatant Commander. If authorized to wear military clothing, Contractor 
personnel must wear distinctive patches, armbands, nametags, or 
headgear, in order to be distinguishable from military personnel, 
consistent with force protection measures.
    (2) Contractor personnel may wear specific items required for safety 
and security, such as ballistic, nuclear, biological, or chemical 
protective equipment.
    (l) Evacuation. (1) If the Chief of Mission or Combatant Commander 
orders a mandatory evacuation of some or all personnel, the Government 
will provide to United States and third country national Contractor 
personnel the level of assistance provided to private United States 
citizens.
    (2) In the event of a non-mandatory evacuation order, the Contractor 
shall maintain personnel on location sufficient to meet contractual 
obligations unless instructed to evacuate by the Contracting Officer.
    (m) Personnel recovery. (1) In the case of isolated, missing, 
detained, captured or abducted Contractor personnel, the Government will 
assist in personnel recovery actions.
    (2) Personnel recovery may occur through military action, action by 
non-governmental organizations, other Government-approved action, 
diplomatic initiatives, or through any combination of these options.
    (3) The Department of Defense has primary responsibility for 
recovering DoD contract service employees and, when requested, will 
provide personnel recovery support to other agencies in accordance with 
DoD Directive 2310.2, Personnel Recovery.
    (n) Notification and return of personal effects. (1) The Contractor 
shall be responsible for notification of the employee-designated next of 
kin, and notification as soon as possible to the U.S. Consul responsible 
for the area in which the event occurred, if the employee--
    (i) Dies;
    (ii) Requires evacuation due to an injury; or
    (iii) Is isolated, missing, detained, captured, or abducted.
    (2) The Contractor shall also be responsible for the return of all 
personal effects of deceased or missing Contractor personnel, if 
appropriate, to next of kin.
    (o) Mortuary affairs. Mortuary affairs for Contractor personnel who 
die in the area of performance will be handled as follows:
    (1) If this contract was awarded by DoD, the remains of Contractor 
personnel will be handled in accordance with DoD Directive 1300.22, 
Mortuary Affairs Policy.
    (2)(i) If this contract was awarded by an agency other than DoD, the 
Contractor is responsible for the return of the remains of Contractor 
personnel from the point of identification of the remains to the 
location specified by the employee or next of kin, as applicable, except 
as provided in paragraph (o)(2)(ii) of this clause.
    (ii) In accordance with 10 U.S.C. 1486, the Department of Defense 
may provide, on a reimbursable basis, mortuary support for the 
disposition of remains and personal effects of all U.S. citizens upon 
the request of the Department of State.
    (p) Changes. In addition to the changes otherwise authorized by the 
Changes clause of this contract, the Contracting Officer may, at any 
time, by written order identified as a change order, make changes in 
place of performance or Government-furnished facilities, equipment, 
material, services, or site. Any change order issued in accordance with 
this paragraph shall be subject to the provisions of the Changes clause 
of this contract.
    (q) Subcontracts. The Contractor shall incorporate the substance of 
this clause, including this paragraph (q), in all subcontracts that 
require subcontractor personnel to perform outside the United States--
    (1) In a designated operational area during--
    (i) Contingency operations;
    (ii) Humanitarian or peacekeeping operations; or
    (iii) Other military operations; or military exercises, when 
designated by the Combatant Commander; or
    (2) When supporting a diplomatic or consular mission--
    (i) That has been designated by the Department of State as a danger 
pay post (see http://aoprals.state.gov/Web920/danger--pay--all.asp); or
    (ii) That the Contracting Officer has indicated is subject to this 
clause.

                             (End of clause)

[73 FR 10958, Feb. 28, 2008]



Sec. 52.225-20  Prohibition on Conducting Restricted Business Operations 

          in Sudan--Certification.

    As prescribed at 25.1103(d), insert the following provision:

   Prohibition on Conducting Restricted Business Operations in Sudan--
                        Certification (AUG 2009)

    (a) Definitions. As used in this provision--
    Business operations means engaging in commerce in any form, 
including by acquiring, developing, maintaining, owning, selling, 
possessing, leasing, or operating equipment, facilities, personnel, 
products, services, personal property, real property, or any other 
apparatus of business or commerce.
    Marginalized populations of Sudan means--
    (1) Adversely affected groups in regions authorized to receive 
assistance under section

[[Page 208]]

8(c) of the Darfur Peace and Accountability Act (Pub. L. 109-344) (50 
U.S.C. 1701 note); and
    (2) Marginalized areas in Northern Sudan described in section 4(9) 
of such Act.
    Restricted business operations means business operations in Sudan 
that include power production activities, mineral extraction activities, 
oil-related activities, or the production of military equipment, as 
those terms are defined in the Sudan Accountability and Divestment Act 
of 2007 (Pub. L. 110-174). Restricted business operations do not include 
business operations that the person (as that term is defined in Section 
2 of the Sudan Accountability and Divestment Act of 2007) conducting the 
business can demonstrate--
    (1) Are conducted under contract directly and exclusively with the 
regional government of southern Sudan;
    (2) Are conducted pursuant to specific authorization from the Office 
of Foreign Assets Control in the Department of the Treasury, or are 
expressly exempted under Federal law from the requirement to be 
conducted under such authorization;
    (3) Consist of providing goods or services to marginalized 
populations of Sudan;
    (4) Consist of providing goods or services to an internationally 
recognized peacekeeping force or humanitarian organization;
    (5) Consist of providing goods or services that are used only to 
promote health or education; or
    (6) Have been voluntarily suspended.
    (b) Certification. By submission of its offer, the offeror certifies 
that the offeror does not conduct any restricted business operations in 
Sudan.

                           (End of provision)

[73 FR 33640, June 12, 2008, as amended at 74 FR 40466, Aug. 11, 2009]



Sec. 52.225-21  Required Use of American Iron, Steel, and Manufactured 

          Goods--Buy American Act--Construction Materials.

    As prescribed in 25.1102(e), insert the following clause:

   Required Use of American Iron, Steel, and Manufactured Goods--Buy 
             American Act--Construction Materials (OCT 2010)

    (a) Definitions. As used in this clause--
    Component means an article, material, or supply incorporated 
directly into a construction material.
    Construction material means an article, material, or supply brought 
to the construction site by the Contractor or a subcontractor for 
incorporation into the building or work. The term also includes an item 
brought to the site preassembled from articles, materials, or supplies. 
However, emergency life safety systems, such as emergency lighting, fire 
alarm, and audio evacuation systems, that are discrete systems 
incorporated into a public building or work and that are produced as 
complete systems, are evaluated as a single and distinct construction 
material regardless of when or how the individual parts or components of 
those systems are delivered to the construction site.
    Domestic construction material means the following--
    (1) An unmanufactured construction material mined or produced in the 
United States. (The Buy American Act applies.)
    (2) A manufactured construction material that is manufactured in the 
United States and, if the construction material consists wholly or 
predominantly of iron or steel, the iron or steel was produced in the 
United States. (Section 1605 of the Recovery Act applies.)
    Foreign construction material means a construction material other 
than a domestic construction material.
    Manufactured construction material means any construction material 
that is not unmanufactured construction material.
    Steel means an alloy that includes at least 50 percent iron, between 
.02 and 2 percent carbon, and may include other elements.
    United States means the 50 States, the District of Columbia, and 
outlying areas.
    Unmanufactured construction material means raw material brought to 
the construction site for incorporation into the building or work that 
has not been--
    (1) Processed into a specific form and shape; or
    (2) Combined with other raw material to create a material that has 
different properties than the properties of the individual raw 
materials.
    (b) Domestic preference. (1) This clause implements--
    (i) Section 1605 of the American Recovery and Reinvestment Act of 
2009 (Recovery Act) (Pub. L. 111-5), by requiring, unless an exception 
applies, that all manufactured construction material in the project is 
manufactured in the United States and, if the construction material 
consists wholly or predominantly of iron or steel, the iron or steel was 
produced in the United States (produced in the United States means that 
all manufacturing processes of the iron or steel must take place in the 
United States, except metallurgical processes in