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Part 52 - Solicitation Provisions and Contract Clauses

Part 52 - Solicitation Provisions and Contract Clauses

      52.000 Scope of part.

      Subpart 52.1 - Instructions for Using Provisions and Clauses

           52.100 Scope of subpart.

           52.101 Using Part 52.

           52.102 Incorporating provisions and clauses.

           52.103 Identification of provisions and clauses.

           52.104 Procedures for modifying and completing provisions and clauses.

           52.105 Procedures for using alternates.

           52.106 [Reserved]

           52.107 Provisions and clauses prescribed in .

      Subpart 52.2 - Text of Provisions and Clauses

           52.200 Scope of subpart.

           52.201 [Reserved]

           52.202 [Reserved]

                52.202-1 Definitions.

           52.203 [Reserved]

                52.203-1 [Reserved]

                52.203-2 Certificate of Independent Price Determination.

                52.203-3 Gratuities.

                52.203-4 [Reserved]

                52.203-5 Covenant Against Contingent Fees.

                52.203-6 Restrictions on Subcontractor Sales to the Government.

                52.203-7 Anti-Kickback Procedures.

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

                52.203-9 [Reserved]

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

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

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

                52.203-13 Contractor Code of Business Ethics and Conduct.

                52.203-14 Display of Hotline Poster(s).

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

                52.203-16 Preventing Personal Conflicts of Interest.

                52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights.

                52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation.

                52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

           52.204 [Reserved]

                52.204-1 Approval of Contract.

                52.204-2 Security Requirements.

                52.204-3 Taxpayer Identification.

                52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper.

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

                52.204-6 Unique Entity Identifier.

                52.204-7 System for Award Management.

                52.204-8 Annual Representations and Certifications.

                52.204-9 Personal Identity Verification of Contractor Personnel.

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

                52.204-11 [Reserved]

                52.204-12 Unique Entity Identifier Maintenance.

                52.204-13 System for Award Management Maintenance.

                52.204-14 Service Contract Reporting Requirements.

                52.204-15 Service Contract Reporting Requirements for Indefinite-Delivery Contracts.

                52.204-16 Commercial and Government Entity Code Reporting.

                52.204-17 Ownership or Control of Offeror.

                52.204-18 Commercial and Government Entity Code Maintenance.

                52.204-19 Incorporation by Reference of Representations and Certifications.

                52.204-20 Predecessor of Offeror.

                52.204-21 Basic Safeguarding of Covered Contractor Information Systems.

                52.204-22 Alternative Line Item Proposal.

                52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

                52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

                52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

           52.205 [Reserved]

           52.206 [Reserved]

           52.207 [Reserved]

                52.207-1 Notice of Standard Competition.

                52.207-2 Notice of Streamlined Competition.

                52.207-3 Right of First Refusal of Employment.

                52.207-4 Economic Purchase Quantity-Supplies.

                52.207-5 Option to Purchase Equipment.

                52.207-6 Solicitation of Offers from Small Business Concerns and Small Business Teaming Arrangements or Joint Ventures (Multiple-Award Contracts).

           52.208 [Reserved]

                52.208-1 [Reserved]

                52.208-2 [Reserved]

                52.208-3 [Reserved]

                52.208-4 Vehicle Lease Payments.

                52.208-5 Condition of Leased Vehicles.

                52.208-6 Marking of Leased Vehicles.

                52.208-7 Tagging of Leased Vehicles.

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

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

           52.209 [Reserved]

                52.209-1 Qualification Requirements.

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

                52.209-3 First Article Approval-Contractor Testing.

                52.209-4 First Article Approval-Government Testing.

                52.209-5 Certification Regarding Responsibility Matters.

                52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment.

                52.209-7 Information Regarding Responsibility Matters.

                52.209-8 [Reserved]

                52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters.

                52.209-10 Prohibition on Contracting with Inverted Domestic Corporations.

                52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law.

                52.209-12 Certification Regarding Tax Matters.

                52.209-13 Violation of Arms Control Treaties or Agreements-Certification.

           52.210 [Reserved]

                52.210-1 Market Research.

           52.211 [Reserved]

                52.211-1 Availability of Specifications Listed in the GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part101-29.

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

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

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

                52.211-5 Material Requirements.

                52.211-6 Brand Name or Equal.

                52.211-7 Alternatives to Government-Unique Standards.

                52.211-8 Time of Delivery.

                52.211-9 Desired and Required Time of Delivery.

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

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

                52.211-12 Liquidated Damages-Construction.

                52.211-13 Time Extensions.

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

                52.211-15 Defense Priority and Allocation Requirements.

                52.211-16 Variation in Quantity.

                52.211-17 Delivery of Excess Quantities.

                52.211-18 Variation in Estimated Quantity.

           52.212 [Reserved]

                52.212-1 Instructions to Offerors-Commercial Items.

                52.212-2 Evaluation-Commercial Items.

                52.212-3 Offeror Representations and Certifications-Commercial Items.

                52.212-4 Contract Terms and Conditions-Commercial Items.

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

           52.213 [Reserved]

                52.213-1 Fast Payment Procedure.

                52.213-2 Invoices.

                52.213-3 Notice to Supplier.

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

           52.214 [Reserved]

                52.214-1 [Reserved]

                52.214-2 [Reserved]

                52.214-3 Amendments to Invitations for Bids.

                52.214-4 False Statements in Bids.

                52.214-5 Submission of Bids.

                52.214-6 Explanation to Prospective Bidders.

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

                52.214-8 [Reserved]

                52.214-9 [Reserved]

                52.214-10 Contract Award-Sealed Bidding.

                52.214-11 [Reserved]

                52.214-12 Preparation of Bids.

                52.214-13 [Reserved]

                52.214-14 Place of Performance-Sealed Bidding.

                52.214-15 Period for Acceptance of Bids.

                52.214-16 Minimum Bid Acceptance Period.

                52.214-17 [Reserved]

                52.214-18 Preparation of Bids-Construction.

                52.214-19 Contract Award-Sealed Bidding-Construction.

                52.214-20 Bid Samples.

                52.214-21 Descriptive Literature.

                52.214-22 Evaluation of Bids for Multiple Awards.

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

                52.214-24 Multiple Technical Proposals.

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

                52.214-26 Audit and Records-Sealed Bidding.

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

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

                52.214-29 Order of Precedence-Sealed Bidding.

                52.214-30 [Reserved]

                52.214-31 Facsimile Bids.

                52.214-32 [Reserved]

                52.214-33 [Reserved]

                52.214-34 Submission of Offers in the English Language.

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

           52.215 [Reserved]

                52.215-1 Instructions to Offerors-Competitive Acquisition.

                52.215-2 Audit and Records-Negotiation.

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

                52.215-4 [Reserved]

                52.215-5 Facsimile Proposals.

                52.215-6 Place of Performance.

                52.215-7 [Reserved]

                52.215-8 Order of Precedence-Uniform Contract Format.

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

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

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

                52.215-12 Subcontractor Certified Cost or Pricing Data.

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

                52.215-14 Integrity of Unit Prices.

                52.215-15 Pension Adjustments and Asset Reversions.

                52.215-16 Facilities Capital Cost of Money.

                52.215-17 Waiver of Facilities Capital Cost of Money.

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

                52.215-19 Notification of Ownership Changes.

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

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

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

                52.215-23 Limitations on Pass-Through Charges.

           52.216 [Reserved]

                52.216-1 Type of Contract.

                52.216-2 Economic Price Adjustment-Standard Supplies.

                52.216-3 Economic Price Adjustment-Semistandard Supplies.

                52.216-4 Economic Price Adjustment-Labor and Material.

                52.216-5 Price Redetermination-Prospective.

                52.216-6 Price Redetermination-Retroactive.

                52.216-7 Allowable Cost and Payment.

                52.216-8 Fixed Fee.

                52.216-9 Fixed Fee-Construction.

                52.216-10 Incentive Fee.

                52.216-11 Cost Contract-No Fee.

                52.216-12 Cost-Sharing Contract-No Fee.

                52.216-13 [Reserved]

                52.216-14 [Reserved]

                52.216-15 Predetermined Indirect Cost Rates.

                52.216-16 Incentive Price Revision-Firm Target.

                52.216-17 Incentive Price Revision-Successive Targets.

                52.216-18 Ordering.

                52.216-19 Order Limitations.

                52.216-20 Definite Quantity.

                52.216-21 Requirements.

                52.216-22 Indefinite Quantity.

                52.216-23 Execution and Commencement of Work.

                52.216-24 Limitation of Government Liability.

                52.216-25 Contract Definitization.

                52.216-26 Payments of Allowable Costs Before Definitization.

                52.216-27 Single or Multiple Awards.

                52.216-28 Multiple Awards for Advisory and Assistance Services.

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

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

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

                52.216-32 Task-Order and Delivery-Order Ombudsman.

           52.217 [Reserved]

                52.217-1 [Reserved]

                52.217-2 Cancellation Under Multi-year Contracts.

                52.217-3 Evaluation Exclusive of Options.

                52.217-4 Evaluation of Options Exercised at Time of Contract Award.

                52.217-5 Evaluation of Options.

                52.217-6 Option for Increased Quantity.

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

                52.217-8 Option to Extend Services.

                52.217-9 Option to Extend the Term of the Contract.

           52.218 [Reserved]

           52.219 [Reserved]

                52.219-1 Small Business Program Representations.

                52.219-2 Equal Low Bids.

                52.219-3 Notice of HUBZone Set-Aside or Sole Source Award.

                52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns.

                52.219-5 [Reserved]

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

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

                52.219-8 Utilization of Small Business Concerns.

                52.219-9 Small Business Subcontracting Plan.

                52.219-10 Incentive Subcontracting Program.

                52.219-11 Special 8(a) Contract Conditions.

                52.219-12 Special 8(a) Subcontract Conditions.

                52.219-13 Notice of Set-Aside of Orders.

                52.219-14 Limitations on Subcontracting.

                52.219-15 [Reserved]

                52.219-16 Liquidated Damages-Subcontracting Plan.

                52.219-17 Section8(a) Award.

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

                52.219-19 [Reserved]

                52.219-20 [Reserved]

                52.219-21 [Reserved]

                52.219-22 [Reserved]

                52.219-23 [Reserved]

                52.219-24 [Reserved]

                52.219-25 [Reserved]

                52.219-26 [Reserved]

                52.219-27 Notice of Service-Disabled Veteran-Owned Small Business Set-Aside.

                52.219-28 Post-Award Small Business Program Rerepresentation.

                52.219-29 Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns.

                52.219-30 Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program.

           52.220 [Reserved]

           52.221 [Reserved]

           52.222 [Reserved]

                52.222-1 Notice to the Government of Labor Disputes.

                52.222-2 Payment for Overtime Premiums.

                52.222-3 Convict Labor.

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

                52.222-5 Construction Wage Rate Requirements-Secondary Site of the Work.

                52.222-6 Construction Wage Rate Requirements.

                52.222-7 Withholding of Funds.

                52.222-8 Payrolls and Basic Records.

                52.222-9 Apprentices and Trainees.

                52.222-10 Compliance with Copeland Act Requirements.

                52.222-11 Subcontracts (Labor Standards).

                52.222-12 Contract Termination-Debarment.

                52.222-13 Compliance with Construction Wage Rate Requirements and Related Regulations.

                52.222-14 Disputes Concerning Labor Standards.

                52.222-15 Certification of Eligibility.

                52.222-16 Approval of Wage Rates.

                52.222-17 Nondisplacement of Qualified Workers.

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

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

                52.222-20 Contracts for Materials, Supplies, Articles, and Equipment Exceeding $15,000.

                52.222-21 Prohibition of Segregated Facilities.

                52.222-22 Previous Contracts and Compliance Reports.

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

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

                52.222-25 Affirmative Action Compliance.

                52.222-26 Equal Opportunity.

                52.222-27 Affirmative Action Compliance Requirements for Construction.

                52.222-28 [Reserved]

                52.222-29 Notification of Visa Denial.

                52.222-30 Construction Wage Rate Requirements-Price Adjustment (None or Separately Specified Method).

                52.222-31 Construction Wage Rate Requirements-Price Adjustment (Percentage Method).

                52.222-32 Construction Wage Rate Requirements-Price Adjustment (Actual Method).

                52.222-33 Notice of Requirement for Project Labor Agreement.

                52.222-34 Project Labor Agreement.

                52.222-35 Equal Opportunity for Veterans.

                52.222-36 Equal Opportunity for Workers with Disabilities.

                52.222-37 Employment Reports on Veterans.

                52.222-38 Compliance with Veterans’ Employment Reporting Requirements.

                52.222-39 [Reserved]

                52.222-40 Notification of Employee Rights Under the National Labor Relations Act.

                52.222-41 Service Contract Labor Standards.

                52.222-42 Statement of Equivalent Rates for Federal Hires.

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

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

                52.222-45 [Reserved]

                52.222-46 Evaluation of Compensation for Professional Employees.

                52.222-47 [Reserved]

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

                52.222-49 Service Contract Labor Standards-Place of Performance Unknown.

                52.222-50 Combating Trafficking in Persons.

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

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

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

                52.222-54 Employment Eligibility Verification.

                52.222-55 Minimum Wages Under Executive Order 13658.

                52.222-56 Certification Regarding Trafficking in Persons Compliance Plan.

                52.222-57 [Reserved].

                52.222-58 [Reserved].

                52.222-59 [Reserved].

                52.222-60 [Reserved].

                52.222-61 [Reserved].

                52.222-62 Paid Sick Leave Under Executive Order 13706.

           52.223 [Reserved]

                52.223-1 Biobased Product Certification.

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

                52.223-3 Hazardous Material Identification and Material Safety Data.

                52.223-4 Recovered Material Certification.

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

                52.223-6 Drug-Free Workplace.

                52.223-7 Notice of Radioactive Materials.

                52.223-8 [Reserved]

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

                52.223-10 Waste Reduction Program.

                52.223-11 Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons.

                52.223-12 Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners.

                52.223-13 Acquisition of EPEAT®–Registered Imaging Equipment.

                52.223-14 Acquisition of EPEAT®-Registered Televisions.

                52.223-15 Energy Efficiency in Energy-Consuming Products.

                52.223-16 Acquisition of EPEAT®-Registered Personal Computer Products.

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

                52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving.

                52.223-19 Compliance with Environmental Management Systems.

                52.223-20 Aerosols.

                52.223-21 Foams.

                52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals-Representation.

           52.224 [Reserved]

                52.224-1 Privacy Act Notification.

                52.224-2 Privacy Act.

                52.224-3 Privacy Training.

           52.225 [Reserved]

                52.225-1 Buy American-Supplies

                52.225-2 Buy American Certificate.

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

                52.225-4 Buy American-Free Trade Agreements-Israeli Trade Act Certificate.

                52.225-5 Trade Agreements.

                52.225-6 Trade Agreements Certificate.

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

                52.225-8 Duty-Free Entry.

                52.225-9 Buy American-Construction Materials.

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

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

                52.225-12 Notice of Buy American Requirement-Construction Materials Under Trade Agreements.

                52.225-13 Restrictions on Certain Foreign Purchases.

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

                52.225-15 [Reserved]

                52.225-16 [Reserved]

                52.225-17 Evaluation of Foreign Currency Offers.

                52.225-18 Place of Manufacture.

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

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

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

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

                52.225-23 Required Use of American Iron, Steel, and Manufactured Goods-Buy American Statute-Construction Materials under Trade Agreements.

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

                52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications.

                52.225-26 Contractors Performing Private Security Functions Outside the United States.

           52.226 [Reserved]

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

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

                52.226-3 Disaster or Emergency Area Representation.

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

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

                52.226-6 Promoting Excess Food Donation to Nonprofit Organizations.

           52.227 [Reserved]

                52.227-1 Authorization and Consent.

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

                52.227-3 Patent Indemnity.

                52.227-4 Patent Indemnity-Construction Contracts.

                52.227-5 Waiver of Indemnity.

                52.227-6 Royalty Information.

                52.227-7 Patents-Notice of Government Licensee.

                52.227-8 [Reserved]

                52.227-9 Refund of Royalties.

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

                52.227-11 Patent Rights-Ownership by the Contractor.

                52.227-12 [Reserved]

                52.227-13 Patent Rights-Ownership by the Government.

                52.227-14 Rights in Data-General.

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

                52.227-16 Additional Data Requirements.

                52.227-17 Rights in Data-Special Works.

                52.227-18 Rights in Data-Existing Works.

                52.227-19 Commercial Computer Software License.

                52.227-20 Rights in Data-SBIR Program.

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

                52.227-22 Major System-Minimum Rights.

                52.227-23 Rights to Proposal Data (Technical).

           52.228 [Reserved]

                52.228-1 Bid Guarantee.

                52.228-2 Additional Bond Security.

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

                52.228-4 Workers’ Compensation and War-Hazard Insurance Overseas.

                52.228-5 Insurance-Work on a Government Installation.

                52.228-6 [Reserved]

                52.228-7 Insurance-Liability to Third Persons.

                52.228-8 Liability and Insurance-Leased Motor Vehicles.

                52.228-9 Cargo Insurance.

                52.228-10 Vehicular and General Public Liability Insurance.

                52.228-11 Pledges of Assets.

                52.228-12 Prospective Subcontractor Requests for Bonds.

                52.228-13 Alternative Payment Protections.

                52.228-14 Irrevocable Letter of Credit.

                52.228-15 Performance and Payment Bonds-Construction.

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

           52.229 [Reserved]

                52.229-1 State and Local Taxes.

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

                52.229-3 Federal, State, and Local Taxes.

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

                52.229-5 [Reserved]

                52.229-6 Taxes-Foreign Fixed-Price Contracts.

                52.229-7 Taxes-Fixed-Price Contracts with Foreign Governments.

                52.229-8 Taxes-Foreign Cost-Reimbursement Contracts.

                52.229-9 Taxes-Cost-Reimbursement Contracts with Foreign Governments.

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

           52.230 [Reserved]

                52.230-1 Cost Accounting Standards Notices and Certification.

                52.230-2 Cost Accounting Standards.

                52.230-3 Disclosure and Consistency of Cost Accounting Practices.

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

                52.230-5 Cost Accounting Standards-Educational Institution.

                52.230-6 Administration of Cost Accounting Standards.

                52.230-7 Proposal Disclosure-Cost Accounting Practice Changes.

           52.231 [Reserved]

           52.232 [Reserved]

                52.232-1 Payments.

                52.232-2 Payments under Fixed-Price Research and Development Contracts.

                52.232-3 Payments under Personal Services Contracts.

                52.232-4 Payments under Transportation Contracts and Transportation-Related Services Contracts.

                52.232-5 Payments under Fixed-Price Construction Contracts.

                52.232-6 Payment under Communication Service Contracts with Common Carriers.

                52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts.

                52.232-8 Discounts for Prompt Payment.

                52.232-9 Limitation on Withholding of Payments.

                52.232-10 Payments under Fixed-Price Architect-Engineer Contracts.

                52.232-11 Extras.

                52.232-12 Advance Payments.

                52.232-13 Notice of Progress Payments.

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

                52.232-15 Progress Payments Not Included.

                52.232-16 Progress Payments.

                52.232-17 Interest.

                52.232-18 Availability of Funds.

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

                52.232-20 Limitation of Cost.

                52.232-21 [Reserved]

                52.232-22 Limitation of Funds.

                52.232-23 Assignment of Claims.

                52.232-24 Prohibition of Assignment of Claims.

                52.232-25 Prompt Payment.

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

                52.232-27 Prompt Payment for Construction Contracts.

                52.232-28 Invitation to Propose Performance-Based Payments.

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

                52.232-30 Installment Payments for Commercial Items.

                52.232-31 Invitation to Propose Financing Terms.

                52.232-32 Performance-Based Payments.

                52.232-33 Payment by Electronic Funds Transfer-System for Award Management.

                52.232-34 Payment by Electronic Funds Transfer-Other than System for Award Management.

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

                52.232-36 Payment by Third Party.

                52.232-37 Multiple Payment Arrangements.

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

                52.232-39 Unenforceability of Unauthorized Obligations.

                52.232-40 Providing Accelerated Payments to Small Business Subcontractors.

           52.233 [Reserved]

                52.233-1 Disputes.

                52.233-2 Service of Protest.

                52.233-3 Protest after Award.

                52.233-4 Applicable Law for Breach of Contract Claim.

           52.234 [Reserved]

                52.234-1 Industrial Resources Developed Under TitleIII, Defense Production Act.

                52.234-2 Notice of Earned Value Management System-Preaward Integrated Baseline Review.

                52.234-3 Notice of Earned Value Management System-Post Award Postaward Integrated Baseline Review.

                52.234-4 Earned Value Management System.

           52.235 [Reserved]

           52.236 [Reserved]

                52.236-1 Performance of Work by the Contractor.

                52.236-2 Differing Site Conditions.

                52.236-3 Site Investigation and Conditions Affecting the Work.

                52.236-4 Physical Data.

                52.236-5 Material and Workmanship.

                52.236-6 Superintendence by the Contractor.

                52.236-7 Permits and Responsibilities.

                52.236-8 Other Contracts.

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

                52.236-10 Operations and Storage Areas.

                52.236-11 Use and Possession Prior to Completion.

                52.236-12 Cleaning Up.

                52.236-13 Accident Prevention.

                52.236-14 Availability and Use of Utility Services.

                52.236-15 Schedules for Construction Contracts.

                52.236-16 Quantity Surveys.

                52.236-17 Layout of Work.

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

                52.236-19 Organization and Direction of the Work.

                52.236-20 [Reserved]

                52.236-21 Specifications and Drawings for Construction.

                52.236-22 Design Within Funding Limitations.

                52.236-23 Responsibility of the Architect-Engineer Contractor.

                52.236-24 Work Oversight in Architect-Engineer Contracts.

                52.236-25 Requirements for Registration of Designers.

                52.236-26 Preconstruction Conference.

                52.236-27 Site Visit (Construction).

                52.236-28 Preparation of Proposals-Construction.

           52.237 [Reserved]

                52.237-1 Site Visit.

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

                52.237-3 Continuity of Services.

                52.237-4 Payment by Government to Contractor.

                52.237-5 Payment by Contractor to Government.

                52.237-6 Incremental Payment by Contractor to Government.

                52.237-7 Indemnification and Medical Liability Insurance.

                52.237-8 Restriction on Severance Payments to Foreign Nationals.

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

                52.237-10 Identification of Uncompensated Overtime.

           52.238 [Reserved]

           52.239 [Reserved]

                52.239-1 Privacy or Security Safeguards.

           52.240 [Reserved]

           52.241 Utility Services Provisions and Clauses.

                52.241-1 Electric Service Territory Compliance Representation.

                52.241-2 Order of Precedence-Utilities.

                52.241-3 Scope and Duration of Contract.

                52.241-4 Change in Class of Service.

                52.241-5 Contractor’s Facilities.

                52.241-6 Service Provisions.

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

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

                52.241-9 Connection Charge.

                52.241-10 Termination Liability.

                52.241-11 Multiple Service Locations.

                52.241-12 Nonrefundable, Nonrecurring Service Charge.

                52.241-13 Capital Credits.

           52.242 [Reserved]

                52.242-1 Notice of Intent to Disallow Costs.

                52.242-2 Production Progress Reports.

                52.242-3 Penalties for Unallowable Costs.

                52.242-4 Certification of Final Indirect Costs.

                52.242-5 Payments to Small Business Subcontractors.

                52.242-6 [Reserved]

                52.242-7 [Reserved]

                52.242-8 [Reserved]

                52.242-9 [Reserved]

                52.242-10 [Reserved]

                52.242-11 [Reserved]

                52.242-12 [Reserved]

                52.242-13 Bankruptcy.

                52.242-14 Suspension of Work.

                52.242-15 Stop-Work Order.

                52.242-16 [Reserved]

                52.242-17 Government Delay of Work.

           52.243 [Reserved]

                52.243-1 Changes-Fixed-Price.

                52.243-2 Changes-Cost-Reimbursement.

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

                52.243-4 Changes.

                52.243-5 Changes and Changed Conditions.

                52.243-6 Change Order Accounting.

                52.243-7 Notification of Changes.

           52.244 [Reserved]

                52.244-1 [Reserved]

                52.244-2 Subcontracts.

                52.244-3 [Reserved]

                52.244-4 Subcontractors and Outside Associates and Consultants (Architect-Engineer Services).

                52.244-5 Competition in Subcontracting.

                52.244-6 Subcontracts for Commercial Items.

           52.245 [Reserved]

                52.245-1 Government Property.

                52.245-2 Government Property Installation Operation Services.

                52.245-3 [Reserved]

                52.245-4 [Reserved]

                52.245-5 [Reserved]

                52.245-6 [Reserved]

                52.245-7 [Reserved]

                52.245-8 [Reserved]

                52.245-9 Use and Charges.

           52.246 [Reserved]

                52.246-1 Contractor Inspection Requirements.

                52.246-2 Inspection of Supplies-Fixed-Price.

                52.246-3 Inspection of Supplies-Cost-Reimbursement.

                52.246-4 Inspection of Services-Fixed-Price.

                52.246-5 Inspection of Services-Cost-Reimbursement.

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

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

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

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

                52.246-10 [Reserved]

                52.246-11 Higher-Level Contract Quality Requirement.

                52.246-12 Inspection of Construction.

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

                52.246-14 Inspection of Transportation.

                52.246-15 Certificate of Conformance.

                52.246-16 Responsibility for Supplies.

                52.246-17 Warranty of Supplies of a Noncomplex Nature.

                52.246-18 Warranty of Supplies of a Complex Nature.

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

                52.246-20 Warranty of Services.

                52.246-21 Warranty of Construction.

                52.246-22 [Reserved]

                52.246-23 Limitation of Liability.

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

                52.246-25 Limitation of Liability-Services.

           52.247 [Reserved]

                52.247-1 Commercial Bill of Lading Notations.

                52.247-2 Permits, Authorities, or Franchises.

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

                52.247-4 Inspection of Shipping and Receiving Facilities.

                52.247-5 Familiarization with Conditions.

                52.247-6 Financial Statement.

                52.247-7 Freight Excluded.

                52.247-8 Estimated Weights or Quantities Not Guaranteed.

                52.247-9 Agreed Weight-General Freight.

                52.247-10 Net Weight-General Freight.

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

                52.247-12 Supervision, Labor, or Materials.

                52.247-13 Accessorial Services-Moving Contracts.

                52.247-14 Contractor Responsibility for Receipt of Shipment.

                52.247-15 Contractor Responsibility for Loading and Unloading.

                52.247-16 Contractor Responsibility for Returning Undelivered Freight.

                52.247-17 Charges.

                52.247-18 Multiple Shipments.

                52.247-19 Stopping in Transit for Partial Unloading.

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

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

                52.247-22 Contractor Liability for Loss of and/or Damage to Freight other than Household Goods.

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

                52.247-24 Advance Notification by the Government.

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

                52.247-26 Government Direction and Marking.

                52.247-27 Contract Not Affected by Oral Agreement.

                52.247-28 Contractor’s Invoices.

                52.247-29 F.o.b. Origin.

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

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

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

                52.247-33 F.o.b. Origin, with Differentials.

                52.247-34 F.o.b. Destination.

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

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

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

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

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

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

                52.247-41 C.& f. Destination.

                52.247-42 C.i.f. Destination.

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

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

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

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

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

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

                52.247-49 Destination Unknown.

                52.247-50 No Evaluation of Transportation Costs.

                52.247-51 Evaluation of Export Offers.

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

                52.247-53 Freight Classification Description.

                52.247-54 [Reserved]

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

                52.247-56 Transit Arrangements.

                52.247-57 Transportation Transit Privilege Credits.

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

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

                52.247-60 Guaranteed Shipping Characteristics.

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

                52.247-62 Specific Quantities Unknown.

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

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

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

                52.247-66 Returnable Cylinders.

                52.247-67 Submission of Transportation Documents for Audit.

                52.247-68 Report of Shipment (REPSHIP).

           52.248 [Reserved]

                52.248-1 Value Engineering.

                52.248-2 Value Engineering-Architect-Engineer.

                52.248-3 Value Engineering-Construction.

           52.249 [Reserved]

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

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

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

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

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

                52.249-6 Termination (Cost-Reimbursement).

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

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

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

                52.249-10 Default (Fixed-Price Construction).

                52.249-11 [Reserved]

                52.249-12 Termination (Personal Services).

                52.249-13 [Reserved]

                52.249-14 Excusable Delays.

           52.250 [Reserved]

                52.250-1 Indemnification Under Public Law85-804.

                52.250-2 SAFETY Act Coverage Not Applicable.

                52.250-3 SAFETY Act Block Designation/Certification.

                52.250-4 SAFETY Act Pre-qualification Designation Notice.

                52.250-5 SAFETY ActEquitable Adjustment.

           52.251 [Reserved]

                52.251-1 Government Supply Sources.

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

           52.252 [Reserved]

                52.252-1 Solicitation Provisions Incorporated by Reference.

                52.252-2 Clauses Incorporated by Reference.

                52.252-3 Alterations in Solicitation.

                52.252-4 Alterations in Contract.

                52.252-5 Authorized Deviations in Provisions.

                52.252-6 Authorized Deviations in Clauses.

           52.253 [Reserved]

                52.253-1 Computer Generated Forms.

      Subpart 52.3 - Provision and Clause Matrix

           52.300 Scope of subpart.

           52.301 Solicitation provisions and contract clauses (Matrix).

                52.301-1 FAR Matrix

                52.301-2 Matrix Notes


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).


Subpart 52.1 - Instructions for Using Provisions and Clauses


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.


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 text 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 (see Figure 1 below).


           (2)

(i) Provisions or clauses that supplement the FAR. 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 in the Federal Register and is codified in Title48, 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.


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

           (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 sub part 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 sub part 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.


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 Chapter99 in 48 CFR, prescribes the use of a provision entitled “Bid Envelopes,” dated October1983, and that provision is sequentially the first provision or clause appearing in Section52.214 of the X Agency Acquisition Regulation, then the identification of that provision shall be “9952.214-70-Bid Envelopes (Oct1983).”

           (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 March1983, pertaining to a specialized type of construction work, and that clause is sequentially the second provision or clause appearing in Section52.236 of the Y Acquisition Regulation, then the identification of that clause shall be “52.236-71-Refrigerated Display Cases (Mar1983)-Y Acquisition Regulation.”


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.


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 (Oct1983)-Alternate I (Dec1983).

      (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 (Oct1983)-Alternate I (Dec1983) and Alternate II (Feb1984). However, under no circumstances may an alternate to a specific provision or clause be applied to any other provision or clause.


52.106 [Reserved]


52.107 Provisions and clauses prescribed in .

      (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.

      (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.


Subpart 52.2 - Text of Provisions and Clauses


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.


52.201 [Reserved]


52.202 [Reserved]


52.202-1 Definitions.

As prescribed in 2.201 , insert the following clause:

Definitions (Nov 2013)

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-

      (a) The solicitation, or amended solicitation, provides a different definition;

      (b) The contracting parties agree to a different definition;

      (c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

      (d) The word or term is defined in FAR part  31, for use in the cost principles and procedures.

(End of clause)


52.203 [Reserved]


52.203-1 [Reserved]


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 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 paragraphs(a)(1) through (a)(3) of this provision; 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 paragraphs(a)(1) through (a)(3) of this provision ____________________ [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) of this provision have not participated, and will not participate, in any action contrary to paragraphs(a)(1) through (a)(3) of this provision; and

                (iii) As an agent, has not personally participated, and will not participate, in any action contrary to paragraphs(a)(1) through (a)(3) of this provision.

      (c) If the offeror deletes or modifies paragraph (a)(2) of this provision, the offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the dis-closure.

(End of clause)


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) of this clause, 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 paragraph (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)


52.203-4 [Reserved]


52.203-5 Covenant Against Contingent Fees.

As prescribed in 3.404 , insert the following clause:

Covenant Against Contingent Fees (May 2014)

      (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, 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 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)


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 (Sept 2006)

      (a) Except as provided in (b) of this clause, 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) of this clause 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 (Oct1995). 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).


52.203-7 Anti-Kickback Procedures.

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

Anti-Kickback Procedures (May 2014)

      (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 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) 41 U.S.C. chapter 87, Kickbacks, 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

           (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 Attorney General.

           (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 the kickback. The Contracting Officer may order that 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 paragraph (c)(5) but excepting paragraph (c)(1), in all subcontracts under this contract which exceed $150,000.

(End of clause)


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 (May 2014)

      (a) If the Government receives information that a contractor or a person has violated 41 U.S.C.2102-2104, Restrictions on Obtaining and Disclosing Certain Information, 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 violates 41 U.S.C.2102 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 punishable under 41 U.S.C.2105(a).

      (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)


52.203-9 [Reserved]


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 (May 2014)

      (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 41 U.S.C.2102 or 2103, 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;

           (2) For cost-plus-incentive-fee contracts, 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 statute 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)


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 (Sept 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)


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 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.

           (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)


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 (Oct 2015)

      (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; and

                (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 “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 subcontract 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.

                          (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 $5.5 million 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)


52.203-14 Display of Hotline Poster(s).

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

Display of Hotline Poster(s) (Oct 2015)

      (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 $5.5 million, 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)


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

As prescribed in clause , use the following clause:

Whistleblower Protections Under The American Recovery And Reinvestment Act of 2009 (June 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)


52.203-16 Preventing Personal Conflicts of Interest.

As prescribed in 3.1106 , insert the following clause:

Preventing Personal Conflicts of Interest (Dec 2011)

      (a) Definitions. As used in this clause-

     “Acquisition function closely associated with inherently governmental functions” means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

           (1) Planning acquisitions.

           (2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

           (3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

           (4) Evaluating contract proposals.

           (5) Awarding Government contracts.

           (6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

           (7) Terminating contracts.

           (8) Determining whether contract costs are reasonable, allocable, and allowable.

     “Covered employee” means an individual who performs an acquisition function closely associated with inherently governmental functions and is-

           (1) An employee of the contractor; or

           (2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

     “Non-public information” means any Government or third-party information that-

           (1) Is exempt from disclosure under the Freedom of Information Act (5 U.S. C.552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

           (2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

     “Personal conflict of interest” means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not “impair the employee’s ability to act impartially and in the best interest of the Government” is not covered under this definition.)

           (1) Among the sources of personal conflicts of interest are-

                (i) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household;

                (ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

                (iii) Gifts, including travel.

           (2) For example, financial interests referred to in paragraph (1) of this definition may arise from-

                (i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

                (ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

                (iii) Services provided in exchange for honorariums or travel expense reimbursements;

                (iv) Research funding or other forms of research support;

                (v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

                (vi) Real estate investments;

                (vii) Patents, copyrights, and other intellectual property interests; or

                (viii) Business ownership and investment interests.

      (b) Requirements. The Contractor shall-

           (1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by-

                (i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

                     (A) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household.

                     (B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

                     (C) Gifts, including travel; and

                (ii) Requiring each covered employee to update the disclosure statement whenever the employee’s personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

           (2) For each covered employee-

                (i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

                (ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and

                (iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

           (3) Inform covered employees of their obligation-

                (i) To disclose and prevent personal conflicts of interest;

                (ii) Not to use non-public information accessed through performance of a Government contract for personal gain; and

                (iii) To avoid even the appearance of personal conflicts of interest;

           (4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

           (5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

           (6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary. Personal conflict-of-interest violations include-

                (i) Failure by a covered employee to disclose a personal conflict of interest;

                (ii) Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and

                (iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

      (c) Mitigation or waiver.

(1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for-

                (i) Agreement to a plan to mitigate the personal conflict of interest; or

                (ii) A waiver of the requirement.

           (2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

           (3) The Contractor shall-

                (i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

                (ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

      (d) Subcontract flowdown. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts-

           (1) That exceed $150,000; and

           (2) In which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a self-employed individual).

(End of clause)


52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights.

As prescribed in 3.908-9 , insert the following clause:

Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Apr 2014)

      (a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908.

      (b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

      (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(End of clause)


52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation.

As prescribed in 3.909-3(a), insert the following provision:

Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation (Jan 2017)

      (a) Definition. As used in this provision-

     “Internal confidentiality agreement or statement, subcontract, and subcontractor”, are defined in the clause at 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

      (b) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions), Government agencies are not permitted to use funds appropriated (or otherwise made available) for contracts with an entity that requires employees or subcontractors of such entity seeking to report waste, fraud, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

      (c) The prohibition in paragraph (b) of this provision does not contravene requirements applicable to Standard Form 312, (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

      (d) Representation. By submission of its offer, the Offeror represents that it will not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(End of provision)


52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

As prescribed in 3.909-3(b), insert the following clause:

Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

      (a) Definitions. As used in this clause-

     “Internal confidentiality agreement or statement” means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

     “Subcontract” means any contract as defined in subpart  2.1 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 (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

      (b) The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

      (c) The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

      (d) The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

      (e) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015, (Pub. L. 113-235), and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

      (f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts.

(End of clause)


52.204 [Reserved]


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)


52.204-2 Security Requirements.

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

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 ( DDForm441), 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 (Apr1984). 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 (Apr1984). 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.


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, 6041 A, and 6050 M, 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).

          TIN: ____________________________________.

          TIN has been applied for.

          TIN is not required because:

          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;

          Offeror is an agency or instrumentality of a foreign government;

          Offeror is an agency or instrumentality of the Federal Government.

      (e) Type of organization.

          Sole proprietorship;

          Partnership;

          Corporate entity (not tax-exempt);

          Corporate entity (tax-exempt);

          Government entity (Federal, State, or local);

          Foreign government;

          International organization per 26 CFR1.6049-4;

          Other ___________________________________.

      (f) Common parent.

          Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision.

          Name and TIN of common parent:

          Name ___________________________________

          TIN____________________________________

(End of provision)


52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper.

As prescribed in 4.303 , insert the following clause:

Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

      (a) Definitions. As used in this clause-

     “Postconsumer fiber” means-

           (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.

      (b) The Contractor is required to submit paper documents, such as offers, letters, or reports that are printed or copied double-sided on paper containing at least 30 percent postconsumer fiber, whenever practicable, when not using electronic commerce methods to submit information or data to the Government.

(End of clause)


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

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

Women-Owned Business (Other Than Small Business) (Oct 2014)

      (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(c)(1) of FAR 52.219-1, Small Business Program Representations, of this solicitation.] The offeror represents that it is a women-owned business concern.

(End of provision)


52.204-6 Unique Entity Identifier.

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

Unique Entity Identifier (Oct 2016)

      (a) Definition. As used in this provision-

     “Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management records for identifying alternative EFT accounts (see subpart  32.11) for the same entity.

     “Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

      (b) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “Unique Entity Identifier” followed by the unique entity identifier that identifies the Offeror's name and address exactly as stated in the offer. The Offeror also shall enter its EFT indicator, if applicable.

      (c) If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The Offeror should be prepared to provide the following information:

           (1) Company legal business name.

           (2) Tradestyle, doing business, or other name by which your entity is commonly recognized.

           (3) Company physical street address, city, state and Zip Code.

           (4) Company mailing address, city, state and Zip Code (if separate from physical).

           (5) Company telephone number.

           (6) Date the company was started.

           (7) Number of employees at your location.

           (8) Chief executive officer/key manager.

           (9) Line of business (industry).

           (10) Company headquarters name and address (reporting relationship within your entity).

(End of provision)


52.204-7 System for Award Management.

As prescribed in 4.1105(a)(1), use the following provision:

System for Award Management (Oct 2018)

      (a) Definitions. As used in this provision—

     “Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management records for identifying alternative EFT accounts (see subpart  32.11) for the same entity.

     “Registered in the System for Award Management (SAM)” means that–

           (1) The Offeror has entered all mandatory information, including the unique entity identifier and the EFT indicator, if applicable, the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart  4.14) into SAM

           (2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in SAM;

           (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

           (4) The Government has marked the record “Active”.

     “Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

      (b)

(1) An Offeror is required to be registered in SAM when submitting an offer or quotation, and shall continue to be registered until time of 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 “Unique Entity Identifier” followed by the unique entity identifier that identifies the Offeror's name and address exactly as stated in the offer. The Offeror also shall enter its EFT indicator, if applicable. The unique entity identifier will be used by the Contracting Officer to verify that the Offeror is registered in the SAM.

      (c) If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The Offeror should be prepared to provide the following information:

           (1) Company legal business name.

           (2) Tradestyle, doing business, or other name by which your entity is commonly recognized.

           (3) Company physical street address, city, state, and Zip Code.t

           (4) Company mailing address, city, state and Zip Code (if separate from physical).

           (5) Company telephone number.

           (6) Date the company was started.

           (7) Number of employees at your location.

           (8) Chief executive officer/key manager.

           (9) Line of business (industry).

           (10) Company headquarters name and address (reporting relationship within your entity).

      (d) Processing t ime should be taken into consideration when registering. Offerors who are not registered in SAM should consider applying for registration immediately upon receipt of this solicitation. See https://ww.sam.gov for information on registration.

(End of provision)


Alternate I (Oct 2018). As prescribed in 4.1105(a)(2), substitute the following paragraph (b)(1) for paragraph (b)(1) of the basic provision:

(b)(1) An Offeror is required to be registered in SAM as soon as possible. If registration is not possible when submitting an offer or quotation, the awardee shall be registered in SAM in accordance with the requirements of clause 52.204-13, System for Award Management Maintenance.


52.204-8 Annual Representations and Certifications.

As prescribed in 4.1202(a), insert the following provision:

Annual Representations and Certifications (Oct 2018)

      (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)

(1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

           (2) If the provision at 52.204-7, System for Award Management, is not included in this solicitation, and the Offeror has an active registration in the System for Award Management (SAM), 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 SAM 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) 52.203-18, Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation. This provision applies to all solicitations.

                (iv) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the provision at 52.204-7, System for Award Management.

                (v) 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.

                (vi) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations-Representation.

                (vii) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

                (viii) 52.209-11, Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. This provision applies to all solicitations.

                (ix) 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.

                (x) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

                (xi) 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.

                (xii) 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.

                (xiii) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity.

                (xiv) 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.

                (xv) 52.222-38, Compliance with Veterans’ Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items.

                (xvi) 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.

                (xvii) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA–designated items.

                (xviii) 52.223-22, Public Disclosure of Greenhouse Gas Emissions and Reduction Goals-Representation. This provision applies to solicitations that include the clause at 52.204-7.)

                (xix) 52.225-2, Buy American Certificate. This provision applies to solicitations containing the clause at 52.225-1.

                (xx) 52.225-4, Buy American-Free Trade Agreements-Israeli Trade Act Certificate. (Basic, Alternates I, II, and III.) 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 $80,317, the provision with its Alternate II applies.

                     (D) If the acquisition value is $80,317 or more but is less than $100,000, the provision with its Alternate III applies.

                (xxi) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5.

                (xxii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan-Certification. This provision applies to all solicitations.

                (xxiii) 52.225-25, Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications. This provision applies to all solicitations.

                (xxiv) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions.

           (2) The following representations or certifications are applicable as indicated by the Contracting Officer:

          [Contracting Officer check as appropriate.]

                  __ (i) 52.204-17, Ownership or Control of Offeror.

                  __ (ii) 52.204-20, Predecessor of Offeror.

                  __ (iii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.

                  __ (iv) 52.222-48, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment- Certification.

                  __ (v) 52.222-52, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Certification.

                  __ (vi) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA–Designated Products (Alternate I only).

                  __ (vii) 52.227-6, Royalty Information.

                  ____ (A) Basic.

                  ____ (B) Alternate I.

                  __ (viii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.

      (d) The offeror has completed the annual representations and certifications electronically in SAM website accessed through https://www.sam.gov. After reviewing the SAM 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 SAM.

(End of provision)


52.204-9 Personal Identity Verification of Contractor Personnel.

As prescribed in 4.1303 , insert the following clause:

Personal Identity Verification of Contractor Personnel (Jan 2011)

      (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 account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

           (1) When no longer needed for contract performance.

           (2) Upon completion of the Contractor employee’s employment.

           (3) Upon contract completion or termination.

      (c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

      (d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of clause)


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 (Oct 2018)

      (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 the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

     “Month of award” means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor.

     “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 Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation.

           (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) Nothing in this clause requires the disclosure of classified information

      (d)

(1) Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) (FAR provision 52.204-7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, 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), cooperative agreements, and other forms of Federal financial assistance; and

                     (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; 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.)

           (2) First-tier subcontract information. Unless otherwise directed by the contracting officer, or as provided in paragraph (g) of this clause, by the end of the month following the month of award of a first-tier subcontract with a value of $30,000 or more, the Contractor shall report the following information at http://www.fsrs.gov for that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.)

                (i) Unique entity identifier 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).

           (3) Executive compensation of the first-tier subcontractor. 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 $30,000 or more, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier 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), cooperative agreements, and other forms of Federal financial assistance; and

                     (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; 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. 78 m(a), 78 o(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.)

      (e) The Contractor shall not split or break down first-tier subcontract awards to a value less than $30,000 to avoid the reporting requirements in paragraph (d) of this clause.

      (f) The Contractor is required to report information on a first-tier subcontract covered by paragraph (d) when the subcontract is awarded. Continued reporting on the same subcontract is not required unless one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires.

      (g)

(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 for that subcontractor.

      (h) The FSRS database at http://www.fsrs.gov will be prepopulated with some information from SAM and the FPDS database. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM information is incorrect, the contractor is responsible for correcting this information.

(End of clause)


52.204-11 [Reserved]


52.204-12 Unique Entity Identifier Maintenance.

As prescribed in 4.607(c), insert the following clause:

Unique Entity Identifier Maintenance (Oct 2016)

      (a) Definition. Unique entity identifier, as used in this clause, means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

      (b) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at the System for Award Management (SAM) for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(End of clause)


52.204-13 System for Award Management Maintenance.

As prescribed in 4.1105(b), use the following clause:

System for Award Management Maintenance. (Oct 2018)

      (a) Definitions. As used in this clause—

     “Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart  32.11) for the same entity.

     “Registered in the System for Award Management (SAM)” means that–

           (1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart  4.14), into SAM;

           (2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

           (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

           (4) The Government has marked the record “Active”.

     “System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes–

           (1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

           (2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart  4.12; and

           (3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

          “Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

      (b) If the solicitation for this contract contained the provision 52.204-7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

      (c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement. The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in SAM 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 SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

      (d)

(1)

(i) If a Contractor has legally changed its business name or “doing business as” 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 SAM;

                     (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 shall provide with the notification sufficient documentation to support the legally changed name.

                (ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM 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 SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart  32.8, Assignment of Claims). Assignees shall be separately registered in the SAM. Information provided to the Contractor’s SAM 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.

           (3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

      (e) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.sam.gov.

(End of clause)


52.204-14 Service Contract Reporting Requirements.

As prescribed in 4.1705(a), insert the following clause:

Service Contract Reporting Requirements (Oct 2016)

      (a) Definition.

     “First-tier subcontract” means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

      (b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed under this contract during the preceding Government fiscal year (October 1-September 30).

      (c) The Contractor shall report the following information:

           (1) Contract number and, as applicable, order number.

           (2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the contract.

           (3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year.

           (4) Data reported by subcontractors under paragraph (f) of this clause.

      (d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the contracting officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor’s failure to comply with the reporting requirements a part of the Contractor’s performance information under FAR subpart  42.15.

      (e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency.

      (f)

(1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report:

                (i) Subcontract number (including subcontractor name and unique entity identifier); and

                (ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year.

           (2) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010.

(End of clause)


52.204-15 Service Contract Reporting Requirements for Indefinite-Delivery Contracts.

As prescribed in 4.1705(b), insert the following clause:

Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016)

      (a) Definitions.

     “First-tier subcontract” means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

      (b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed during the preceding Government fiscal year (October 1-September 30) under this contract for orders that exceed the thresholds established in 4.1703(a)(2).

      (c) The Contractor shall report the following information:

           (1) Contract number and order number.

           (2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the order.

           (3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year.

           (4) Data reported by subcontractors under paragraph (f) of this clause.

      (d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the Contracting Officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor’s failure to comply with the reporting requirements a part of the Contractor’s performance information under FAR subpart  42.15.

      (e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency.

      (f)

(1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report:

                (i) Subcontract number (including subcontractor name and unique entity identifier), and

                (ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year.

           (2) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010.

(End of clause)


52.204-16 Commercial and Government Entity Code Reporting.

As prescribed in 4.1804(a), use the following provision:

Commercial and Government Entity Code Reporting (Jul 2016)

      (a) Definition. As used in this provision –

     “Commercial and Government Entity (CAGE) code” means–

           (1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

           (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

      (b) The Offeror shall enter its CAGE code in its offer with its name and address or otherwise include it prominently in its proposal. The CAGE code entered must be for that name and address. Enter “CAGE” before the number. The CAGE code is required prior to award.

      (c) CAGE codes may be obtained via–

           (1) Registration in the System for Award Management (SAM) at www.sam.gov. If the Offeror is located in the United States or its outlying areas and does not already have a CAGE code assigned, the DLA Commercial and Government Entity (CAGE) Branch will assign a CAGE code as a part of the SAM registration process. SAM registrants located outside the United States and its outlying areas shall obtain a NCAGE code prior to registration in SAM (see paragraph (c)(3) of this provision).

           (2) The DLA Contractor and Government Entity (CAGE) Branch. If registration in SAM is not required for the subject procurement, and the offeror does not otherwise register in SAM, an offeror located in the United States or its outlying areas may request that a CAGE code be assigned by submitting a request at https://cage.dla.mil.

           (3) The appropriate country codification bureau. Entities located outside the United States and its outlying areas may obtain an NCAGE code by contacting the Codification Bureau in the foreign entity's country if that country is a member of NATO or a sponsored nation. NCAGE codes may be obtained from the NSPA at https://eportal.nspa.nato.int/AC135Public/scage/CageList.aspx if the foreign entity’s country is not a member of NATO or a sponsored nation. Points of contact for codification bureaus, as well as additional information on obtaining NCAGE codes, are available at http://www.nato.int/structur/AC/135/main/links/contacts.htm.

      (d) Additional guidance for establishing and maintaining CAGE codes is available at https://cage.dla.mil.

      (e) When a CAGE Code is required for the immediate owner and/or the highest-level owner by 52.204-17 or 52.212-3(p), the Offeror shall obtain the respective CAGE Code from that entity to supply the CAGE Code to the Government.

      (f) Do not delay submission of the offer pending receipt of a CAGE code.

(End of provision)


52.204-17 Ownership or Control of Offeror.

As prescribed in 4.1804(b), use the following provision:

Ownership or Control of Offeror (Jul 2016)

      (a) Definitions. As used in this provision–

     “Commercial and Government Entity (CAGE) code” means–

           (1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

           (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

          “Highest-level owner” means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

          “Immediate owner” means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

      (b) The Offeror represents that it □ has or □ does not have an immediate owner. If the Offeror has more than one immediate owner (such as a joint venture), then the Offeror shall respond to paragraph (c) and if applicable, paragraph (d) of this provision for each participant in the joint venture.

      (c) If the Offeror indicates “has” in paragraph (b) of this provision, enter the following information:

     Immediate owner CAGE code: ____________________

     Immediate owner legal name: ______________________

     (Do not use a “doing business as” name)

     Is the immediate owner owned or controlled by another entity?: □ Yes or □ No.

      (d) If the Offeror indicates “yes” in paragraph (c) of this provision, indicating that the immediate owner is owned or controlled by another entity, then enter the following information:

     Highest-level owner CAGE code: ___________________

     Highest-level owner legal name: ___________________

     (Do not use a “doing business as” name)

(End of provision)


52.204-18 Commercial and Government Entity Code Maintenance.

As prescribed in 4.1804(c), use the following clause:

Commercial and Government Entity Code Maintenance (Jul 2016)

      (a) Definition. As used in this clause–

     “Commercial and Government Entity (CAGE) code” means–

           (1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

           (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

      (b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract. For contractors registered in the System for Award Management (SAM), the DLA Commercial and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration. Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart  42.12. The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract.

      (c) Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA Commercial and Government Entity (CAGE) Branch. Requests for changes shall be provided at https://cage.dla.mil. Change requests to the CAGE master file are accepted from the entity identified by the code.

      (d) Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National Codification Bureau (points of contact available at http://www.nato.int/structur/AC/135/main/links/contacts.htm) or NSPA at https://eportal.nspa.nato.int/AC135Public/scage/CageList.aspx to request CAGE changes.

      (e) Additional guidance for maintaining CAGE codes is available at https://cage.dla.mil.

(End of clause)


52.204-19 Incorporation by Reference of Representations and Certifications.

As prescribed in 4.1202(b), insert the following clause.

Incorporation by Reference of Representations and Certifications (Dec 2014)

The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)


52.204-20 Predecessor of Offeror.

As prescribed in 4.1804 (d), insert the following provision:

Predecessor of Offeror (Jul 2016)

      (a) Definitions. As used in this provision–

     “Commercial and Government Entity (CAGE) code” means–

           (1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

           (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

     “Predecessor” means an entity that is replaced by a successor and includes any predecessors of the predecessor.

     “Successor” means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term “successor” does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

      (b) The Offeror represents that it □ is or □ is not a successor to a predecessor that held a Federal contract or grant within the last three years.

      (c) If the Offeror has indicated “is” in paragraph (b) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if more than one predecessor, list in reverse chronological order):

          Predecessor CAGE code:          (or mark “Unknown”).

          Predecessor legal name:           .

          (Do not use a “doing business as” name).

(End of provision)


52.204-21 Basic Safeguarding of Covered Contractor Information Systems.

As prescribed in 4.1903 , insert the following clause:

Basic Safeguarding of Covered Contractor Information Systems (Jun 2016)

      (a) Definitions. As used in this clause–

          “Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

          “Federal contract information” means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

          “Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

          “Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

          “Safeguarding” means measures or controls that are prescribed to protect information systems.

      (b) Safeguarding requirements and procedures.

           (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

                (i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

                (ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

                (iii) Verify and control/limit connections to and use of external information systems.

                (iv) Control information posted or processed on publicly accessible information systems.

                (v) Identify information system users, processes acting on behalf of users, or devices.

                (vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

                (vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

                (viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

                (ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

                (x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

                (xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

                (xii) Identify, report, and correct information and information system flaws in a timely manner.

                (xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

                (xiv) Update malicious code protection mechanisms when new releases are available.

                (xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

           (2) Other requirements.This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

      (c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

     

(End of clause)


52.204-22 Alternative Line Item Proposal.

As prescribed in 4.1008 , insert the following provision:

Alternative Line Item Proposal (Jan 2017)

      (a) The Government recognizes that the line items established in this solicitation may not conform to the Offeror’s practices. Failure to correct these issues can result in difficulties in acceptance of deliverables and processing payments. Therefore, the Offeror is invited to propose alternative line items for which bids, proposals, or quotes are requested in this solicitation to ensure that the resulting contract is economically and administratively advantageous to the Government and the Offeror.

      (b) The Offeror may submit one or more additional proposals with alternative line items, provided that alternative line items are consistent with subpart  4.10 of the Federal Acquisition Regulation. However, acceptance of an alternative proposal is a unilateral decision made solely at the discretion of the Government. Offers that do not comply with the line items specified in this solicitation may be determined to be nonresponsive or unacceptable.

(End of provision)


52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

As prescribed in 4.2004 , insert the following clause:

Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018)

      (a) Definitions. As used in this clause—

     “Covered article” means any hardware, software, or service that–

           (1) Is developed or provided by a covered entity;

           (2) Includes any hardware, software, or service developed or provided in whole or in part by a covered entity; or

           (3) Contains components using any hardware or software developed in whole or in part by a covered entity.

     “Covered entity” means–

           (1) Kaspersky Lab;

           (2) Any successor entity to Kaspersky Lab;

           (3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or

           (4) Any entity of which Kaspersky Lab has a majority ownership.

      (b) Prohibition. Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115-91) prohibits Government use of any covered article. The Contractor is prohibited from—

           (1) Providing any covered article that the Government will use on or after October 1, 2018; and

           (2) Using any covered article on or after October 1, 2018, in the development of data or deliverables first produced in the performance of the contract.

      (c) Reporting requirement.

           (1) In the event the Contractor identifies a covered article provided to the Government during contract performance, or the Contractor is notified of such by a subcontractor at any tier or any other source, the Contractor shall report, in writing, to the Contracting Officer or, in the case of the Department of Defense, to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

           (2) The Contractor shall report the following information pursuant to paragraph (c)(1) of this clause:

                (i) Within 1 business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

                (ii) Within 10 business days of submitting the report pursuant to paragraph (c)(1) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered article, any reasons that led to the use or submission of the covered article, and any additional efforts that will be incorporated to prevent future use or submission of covered articles.

      (d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts, including subcontracts for the acquisition of commercial items.

(End of clause)


52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

As prescribed in 4.2105(a), insert the following provision:

Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2019)

      (a) Definitions. As used in this provision—

     “Covered telecommunications equipment or services”, “Critical technology”, and “Substantial or essential component” have the meanings provided in clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

      (b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractors are not prohibited from providing—

           (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

           (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

      (c) Representation. The Offeror represents that—

     It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.

      (d) Disclosures. If the Offeror has responded affirmatively to the representation in paragraph (c) of this provision, the Offeror shall provide the following information as part of the offer

           (1) All covered telecommunications equipment and services offered (include brand; model number, such as original equipment manufacturer (OEM) number, manufacturer part number, or wholesaler number; and item description, as applicable);

           (2) Explanation of the proposed use of covered telecommunications equipment and services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b) of this provision;

           (3) For services, the entity providing the covered telecommunications services (include entity name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if known); and

           (4) For equipment, the entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known).

(End of provision)


52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

As prescribed in 4.2105(b), insert the following clause:

Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2019)

      (a) Definitions. As used in this clause—

     “Covered foreign country” means The People’s Republic of China.

     “Covered telecommunications equipment or services” means–

           (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

           (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

           (3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

           (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

     “Critical technology” means–

           (1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

           (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled-

                (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

                (ii) For reasons relating to regional stability or surreptitious listening;

           (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

           (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

           (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

           (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

     “Substantial or essential component” means any component necessary for the proper function or performance of a piece of equipment, system, or service.

      (b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in Federal Acquisition Regulation 4.2104.

      (c) Exceptions. This clause does not prohibit contractors from providing—

           (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

           (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

      (d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

           (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause

                (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

                (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

      (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

(End of clause)


52.205 [Reserved]


52.206 [Reserved]


52.207 [Reserved]


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)


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)


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)


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

Item

Quantity

Price 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)


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 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)


52.207-6 Solicitation of Offers from Small Business Concerns and Small Business Teaming Arrangements or Joint Ventures (Multiple-Award Contracts).

As prescribed in 7.107-6 , insert the following provision:

Solicitation of Offers from Small Business Concerns and Small Business Teaming Arrangements or Joint Ventures (Multiple-Award Contracts) (Oct 2016)

      (a) Definition. “Small Business Teaming Arrangement,” as used in this provision-

           (1) Means an arrangement where–

                (i) Two or more small business concerns have formed a joint venture; or

                (ii) A small business offeror agrees with one or more other small business concerns to have them act as its subcontractors under a specified Government contract. A Small Business Teaming Arrangement between the offeror and its small business subcontractor(s) exists through a written agreement between the parties that–

                     (A) Is specifically referred to as a “Small Business Teaming Arrangement”; and

                     (B) Sets forth the different responsibilities, roles, and percentages (or other allocations) of work as it relates to the acquisition;

           (2)

(i) For civilian agencies, may include two business concerns in a mentor-protégé relationship when both the mentor and the protégé are small or the protégé is small and the concerns have received an exception to affiliation pursuant to 13 CFR 121.103(h)(3)(ii) or (iii).

                (ii) For DoD, may include two business concerns in a mentor-protégé relationship in the Department of Defense Pilot Mentor-Protégé Program (see section 831 of the National Defense Authorization Act for Fiscal Year 1991 (Public Law 101-510; 10 U.S.C. 2302 note)) when both the mentor and the protégé are small. There is no exception to joint venture size affiliation for offers received from teaming arrangements under the Department of Defense Pilot Mentor-Protégé Program; and

           (3) See 13 CFR 121.103(b)(9) regarding the exception to affiliation for offers received from Small Business Teaming Arrangements in the case of a solicitation of offers for a bundled contract with a reserve.

      (b) The Government is soliciting and will consider offers from any responsible source, including responsible small business concerns and offers from Small Business Teaming Arrangements or joint ventures of small business concerns.

(End of provision)


52.208 [Reserved]


52.208-1 [Reserved]


52.208-2 [Reserved]


52.208-3 [Reserved]


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 1/30 th 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)


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 CFR571) 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)


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)


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)


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 (Aug 2018)

      (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 https://www.blm.gov/programs/energy-and-minerals/helium/partners.

     “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 peryear.

      (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)


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

As prescribed in 8.005 , insert the following clause:

Contractor Use of Mandatory Sources of Supply or Services (May 2014)

      (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 41 U.S.C.8504. 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)


52.209 [Reserved]


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 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 provision)


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

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

Prohibition on Contracting with Inverted Domestic Corporations-Representation (Nov 2015)

      (a) Definitions. “Inverted domestic corporation” and “subsidiary” have the meaning given in the clause of this contract entitled Prohibition on Contracting with Inverted Domestic Corporations (52.209-10).

      (b) Government agencies are not permitted to use appropriated (or otherwise made available) funds for contracts with either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation, unless the exception at 9.108-2(b) applies or the requirement is waived in accordance with the procedures at 9.108-4.

      (c) Representation. The Offeror represents that-

           (1) It □is, □is not an inverted domestic corporation; and

           (2) It □is, □is not a subsidiary of an inverted domestic corporation.

(End of provision)


52.209-3 First Article Approval-Contractor Testing.

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

First Article Approval-Contractor Testing (Sept 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) of this subsection. 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) of this subsection, 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 (Jan1997). 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 (Sept1989). 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.


52.209-4 First Article Approval-Government Testing.

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

First Article Approval-Government Testing (Sep 1989)

[Contracting Officer shall insert details]

      (a) The Contractor shall deliver ___unit(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) of this clause. 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) of this clause, 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 (Jan1997). 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 (Sept1989). 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.


52.209-5 Certification Regarding Responsibility Matters.

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

Certification Regarding Responsibility Matters (Oct 2015)

      (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 paragraph (a)(1)(i)(B) of this provision;

                     (D) Have□, have not□, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 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. § 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. § 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. § 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 three-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).

          This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section1001, Title18, United States Code.

      (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 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)


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 (Oct 2015)

      (a) Definition. “Commercially available off-the-shelf (COTS)” item, as used in this clause-

           (1) Means any item of supply (including construction material) that is-

                (i) A commercial item (as defined in paragraph (1) of the definition in 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 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

      (b) The Government suspends or debars Contractors to protect the Government’s interests. Other than a subcontract for a commercially available off-the-shelf item, the Contractor shall not enter into any subcontract, in excess of $35,000 with a Contractor that is debarred, suspended, or proposed for debarment by any executive agency unless there is a compelling reason to do so.

      (c) The Contractor shall require each proposed subcontractor whose subcontract will exceed $35,000, other than a subcontractor providing a commercially available off-the-shelf item, 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.

      (d) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party (other than a subcontractor providing a commercially available off-the-shelf item) that is debarred, suspended, or proposed for debarment (see FAR 9.404 for information on the System for Award Management (SAM) Exclusions). The notice must include the following:

           (1) The name of the subcontractor.

           (2) The Contractor’s knowledge of the reasons for the subcontractor being listed with an exclusion in SAM.

           (3) The compelling reason(s) for doing business with the subcontractor notwithstanding its being listed with an exclusion in SAM.

           (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.

      (e) Subcontracts. Unless this is a contract for the acquisition of commercial items, the Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for the identification of the parties), in each subcontract that-

           (1) Exceeds $35,000 in value; and

           (2) Is not a subcontract for commercially available off-the-shelf items.

(End of clause)


52.209-7 Information Regarding Responsibility Matters.

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

Information Regarding Responsibility Matters (Oct 2018)

      (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).

          “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).

      (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–

                     (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 post 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 System for Award Management, which can be accessed viahttps://www.sam.gov (see 52.204-7).

(End of provision)


52.209-8 [Reserved]


52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters.

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

Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)

      (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 posting the required information in the System for Award Management via https://www.sam.gov.

      (b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments-

           (1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by-

                (i) Government personnel and authorized users performing business on behalf of the Government; or

                (ii) The Contractor, when viewing data on itself; and

           (2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for-

                (i) Past performance reviews required by subpart 42.15;

                (ii) Information that was entered prior to April 15, 2011; or

                (iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

      (c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

           (1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

           (2) The Contractor will also 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) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

      (d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(End of clause)


52.209-10 Prohibition on Contracting with Inverted Domestic Corporations.

As prescribed in 9.108-5(b), insert the following clause:

Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

      (a) Definitions. As used in this clause-

     “Inverted domestic corporation” means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

     “Subsidiary” means an entity in which more than 50 percent of the entity is owned-

           (1) Directly by a parent corporation; or

           (2) Through another subsidiary of a parent corporation.

      (b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

      (c) Exceptions to this prohibition are located at 9.108-2.

      (d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event.

(End of clause)


52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law.

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

Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (Feb 2016)

      (a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that–

           (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

           (2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

      (b) The Offeror represents that–

           (1) It is is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

           (2) It is is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

(End of provision)


52.209-12 Certification Regarding Tax Matters.

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

Certification Regarding Tax Matters (Feb 2016)

      (a) This provision implements section 523 of Division B of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts.

      (b) If the Offeror is proposing a total contract price that will exceed $5,000,000 (including options), the Offeror shall certify that, to the best of its knowledge and belief, it

           (1) Has □ filed all Federal tax returns required during the three years preceding the certification;

           (2) Has not □ been convicted of a criminal offense under the Internal Revenue Code of 1986; and

           (3) Has not □, more than 90 days prior to certification, been notified of any unpaid Federal tax assessment for which the liability remains unsatisfied, unless the assessment is the subject of an installment agreement or offer in compromise that has been approved by the Internal Revenue Service and is not in default, or the assessment is the subject of a non-frivolous administrative or judicial proceeding.

(End of provision)


52.209-13 Violation of Arms Control Treaties or Agreements-Certification.

As prescribed in 9.109-5 , insert the following provision:

Violation of Arms Control Treaties or Agreements-Certification (Jun 2018)

      (a) This provision does not apply to acquisitions below the simplified acquisition threshold or to acquisitions of commercial items as defined at FAR 2.101.

      (b) Certification. [Offeror shall check either (1) or (2).]

            __ (1) The Offeror certifies that–

                (i) It does not engage and has not engaged in any activity that contributed to or was a significant factor in the President's or Secretary of State's determination that a foreign country is in violation of its obligations undertaken in any arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. The determinations are described in the most recent unclassified annual report provided to Congress pursuant to section 403 of the Arms Control and Disarmament Act (22 U.S.C. 2593a). The report is available via the Internet at https://www.state.gov/t/avc/rls/rpt/; and

                (ii) No entity owned or controlled by the Offeror has engaged in any activity that contributed to or was a significant factor in the President's or Secretary of State's determination that a foreign country is in violation of its obligations undertaken in any arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. The determinations are described in the most recent unclassified annual report provided to Congress pursuant to section 403 of the Arms Control and Disarmament Act (22 U.S.C. 2593a). The report is available via the Internet at https://www.state.gov/t/avc/rls/rpt/; or

            __ (2) The Offeror is providing separate information with its offer in accordance with paragraph (d)(2) of this provision.

      (c) Procedures for reviewing the annual unclassified report (see paragraph (b)(1) of this provision). For clarity, references to the report in this section refer to the entirety of the annual unclassified report, including any separate reports that are incorporated by reference into the annual unclassified report.

           (1) Check the table of contents of the annual unclassified report and the country section headings of the reports incorporated by reference to identify the foreign countries listed there. Determine whether the Offeror or any person owned or controlled by the Offeror may have engaged in any activity related to one or more of such foreign countries.

           (2) If there may have been such activity, review all findings in the report associated with those foreign countries to determine whether or not each such foreign country was determined to be in violation of its obligations undertaken in an arms control, nonproliferation, or disarmament agreement to which the United States is a party, or to be not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. For clarity, in the annual report an explicit certification of non-compliance is equivalent to a determination of violation. However, the following statements in the annual report are not equivalent to a determination of violation:

                (i) An inability to certify compliance.

                (ii) An inability to conclude compliance.

                (iii) A statement about compliance concerns.

           (3) If so, determine whether the Offeror or any person owned or controlled by the Offeror has engaged in any activity that contributed to or is a significant factor in the determination in the report that one or more of these foreign countries is in violation of its obligations undertaken in an arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. Review the narrative for any such findings reflecting a determination of violation or non-adherence related to those foreign countries in the report, including the finding itself, and to the extent necessary, the conduct giving rise to the compliance or adherence concerns, the analysis of compliance or adherence concerns, and efforts to resolve compliance or adherence concerns.

           (4) The Offeror may submit any questions with regard to this report by email to NDAA1290Cert@state.gov. To the extent feasible, the Department of State will respond to such email inquiries within 3 business days.

      (d) Do not submit an offer unless—

           (1) A certification is provided in paragraph (b)(1) of this provision and submitted with the offer; or

           (2) In accordance with paragraph (b)(2) of this provision, the Offeror provides with its offer information that the President of the United States has

                (i) Waived application under 22 U.S.C. 2593e(d) or (e); or

                (ii) Determined under 22 U.S.C. 2593e(g)(2) that the entity has ceased all activities for which measures were imposed under 22 U.S.C. 2593e(b).

      (e) Remedies. The certification in paragraph (b)(1) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly submitted a false certification, in addition to other remedies available to the Government, such as suspension or debarment, the Contracting Officer may terminate any contract resulting from the false certification.

(End of provision)


52.210 [Reserved]


52.210-1 Market Research.

As prescribed in 10.003 , insert the following clause:

Market Research (Apr 2011)

      (a) Definition. As used in this clause-

     “Commercial item” and “nondevelopmental item” have the meaning contained in Federal Acquisition Regulation 2.101.

      (b) Before awarding subcontracts over the simplified acquisition threshold for items other than commercial items, the Contractor shall conduct market research to-

           (1) Determine if commercial items or, to the extent commercial items suitable to meet the agency’s needs are not available, nondevelopmental items are available that-

                (i) Meet the agency’s requirements;

                (ii) Could be modified to meet the agency’s requirements; or

                (iii) Could meet the agency’s requirements if those requirements were modified to a reasonable extent; and

           (2) Determine the extent to which commercial items or nondevelopmental items could be incorporated at the component level.

(End of clause)


52.211 [Reserved]


52.211-1 Availability of Specifications Listed in the GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part101-29.

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 Part101-29 (Aug 1998)

      (a) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part101-29, 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)


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) (Apr 2014)

      (a) Most unclassified Defense specifications and standards may be downloaded from the following ASSIST websites:

           (1) ASSIST ( https://assist.dla.mil/online/start/);

           (2) Quick Search (http://quicksearch.dla.mil/);

           (3) ASSISTdocs.com (http://assistdocs.com).

      (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 (https://assist.dla.mil/wizard/index.cfm);

           (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)


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 (June 1988)

The specifications cited in this solicitation may be obtained from:

(Activity) _________________________________________

(Complete 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 clause)


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 (June 1988)

(Activity) _________________________________________

(Complete address) __________________________________ __________________________________________________ __________________________________________________

(Telephone number) _________________________________

(Person to be contacted) ______________________________

(Time(s) for viewing) ________________________________

(End of clause)


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 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)


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)


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)


52.211-8 Time of Delivery.

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

Time of Delivery (June 1997)

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

Required Delivery Schedule

[Contracting Officer insert specific details]

Item No.

Quantity

Within Days After Date 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 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

Item No.

Quantity

Within Days After Date 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) 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 (Apr1984). 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.


52.211-9 Desired and Required Time of Delivery.

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

Desired and Required Time of Delivery (June 1997)

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

Desired Delivery Schedule

[Contracting Officer insert specific details]

Item No.

Quantity

Within Days After Date 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]

Item No.

Quantity

Within Days After Date 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

[Contracting Officer insert specific details]

Item No.

Quantity

Within Days After Date 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)fivecalendar days for delivery of the award through the ordinary mails, or (2)oneworking 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 (Apr1984). 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 (Apr1984). 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 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 (Apr1984). 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.


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.

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

(End of clause)


Alternate I (Apr1984). 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.


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 (Sept 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)


52.211-12 Liquidated Damages-Construction.

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

Liquidated Damages-Construction (Sept 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 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)


52.211-13 Time Extensions.

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

Time Extensions (Sept 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)


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

As prescribed in provision and contract clause.(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 CFR700), and the Contractor will be required to follow all of the requirements of this regulation. [Contracting Officer check appropriate box.]

(End of provision)


52.211-15 Defense Priority and Allocation Requirements.

As prescribed in provision and contract clause.(b), insert the following clause:

Defense Priority and Allocation Requirement (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 700).

(End of clause)


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) of this clause.

      (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 ____________.*

     * Contracting Officer shall insert in the blank the designation(s) to which the percentages apply, such as-

           (1) The total contract quantity;

           (2) Item1 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.

(End of clause)


52.211-17 Delivery of Excess Quantities.

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

Delivery of Excess Quantities (Sept 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)


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)


52.212 [Reserved]


52.212-1 Instructions to Offerors-Commercial Items.

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

Instructions to Offerors-Commercial Items (Oct 2018)

      (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.

      (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, including alternative line items (provided that the alternative line items are consistent with subpart  4.10 of the Federal Acquisition Regulation), or alternative 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 Part101-29, 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.

                (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 ( https://assist.dla.mil/online/start/).

                (ii) Quick Search ( http://quicksearch.dla.mil/).

                (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 (https://assist.dla.mil/wizard/index.cfm);

                (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) Unique entity identifier. (Applies to all offers exceeding $3,500, and offers of $3,500 or less if the solicitation requires the Contractor to be registered in the System for Award Management (SAM).) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “Unique Entity Identifier” followed by the unique entity identifier that identifies the Offeror's name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see subpart  32.11) for the same entity. If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

      (k) [Reserved]

      (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)


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 (Oct 2014)

      (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) past performance (see FAR 15.304); 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)


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 2018)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u)) of this provision.

      (a) Definitions. As used in this provision—

     “Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

     “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.

     “Highest-level owner” means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

     “Immediate owner” means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

     “Inverted domestic corporation”, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 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 product and service codes (PSCs) 1000-9999, except—

           (1) PSC 5510, Lumber and Related Basic Wood Materials;

           (2) Product or Service Group (PSG) 87, Agricultural Supplies;

           (3) PSG 88, Live Animals;

           (4) PSG 89, Subsistence;

           (5) PSC 9410, Crude Grades of Plant Materials;

           (6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

           (7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

           (8) PSC 9610, Ores;

           (9) PSC 9620, Minerals, Natural and Synthetic; and

           (10) PSC 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.

     “Predecessor” means an entity that is replaced by a successor and includes any predecessors of the predecessor.

     “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.“Sensitive technology”—

     “Sensitive technology”—

           (1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically—

                (i) To restrict the free flow of unbiased information in Iran; or

                (ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

           (2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3)of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

     “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 veteransor, 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.

     “Small disadvantaged business concern”, consistent with13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

           (1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

                (i) One or more socially disadvantaged (as defined at13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

                (ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR124.104(c)(2); and

           (2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

     “Subsidiary” means an entity in which more than 50 percent of the entity is owned—

           (1) Directly by a parent corporation; or

           (2) Through another subsidiary of a parent corporation

     “Successor” means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term “successor” does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

     “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 (WOSB) concern eligible under the WOSB Program” (in accordance with 13 CFR part127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States.

     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 least51 percent of the stock of