HomeMy WebLinkAboutContract 60092FORT WORTH CSC No. 60092
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Supply King USA, LLC
("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B — Cooperative Agency Contract GSA 47QSHA22D0022; and
4. Exhibit C — Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the
terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed
Twenty -Five Thousand Dollars ($25,000.00). Vendor shall not provide any additional items or services or bill
for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by
this Agreement unless City first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on June 30, 2024 in line with cooperative contract. Upon the
expiration of this Term, the Agreement shall renew automatically under the same terms and conditions for up to
Three (3) one-year renewal periods (July 1 to June 30), unless City or Contractor provides the other party with
notice of non -renewal at least 60 days before the expiration of the Initial Term or renewal period. However, if
funds are not appropriated, the City may cancel the Agreement 30 calendar days after providing written
notification to the Contractor.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but
not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional
cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY:
ICfT�LDION
City of Fort Worth Supply King USA, LLC
Attn: Valerie Washington, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314 Address:
Facsimile: (817) 392-8654 55 Old Nyack Turnpike Ste 210
Nanuet, NY 10954
With copy to Fort Worth City Attorney's Office at
same address Facsimile: N/A
The undersigned represents and warrants that he or she has the power and authority to execute this Agreement
and bind the respective Vendor.
CITY OF FORT WORTH:
I 1a jA14- -
By: Valerie Washington (Sep 12, 202318:40 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Sep 12, 2023
APPROVAL RECOMMENDED:
By: -J&Fs Davis 12, 2023 14:50 CDT)
Name: James Davis
Title: Fire Chief
4.p4UUpn��
ATTEST: pisFORr�y90
0�`0 0�10
Pvo o=d
Qe..000 Z
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Supply King USA, LLC
By:
Name: John C. Napolitano
Title: Gov't Sales Mgr
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
av
By: B13 Ray (Sep 12, 202312:28 CDT)
Name: Brenda Ray
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
�LYY/�IGe
By:
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
Date: Sep 12, 2023 CITY SECRETARY
FT. WORTH, TX
Vendor
Total Quote Price:
SUPPLY KING USA; LLC
Exhibit A - Quote
$14,388.00
0
This qu ole is good until:
SAM UEI:
Contract#
Prompt Pay:
09120/2023 03:00 PM EDT
F886DTPP1 W48
47QSKA22DO022
0 Days 0%
Contact
Contract End Date
FOB:
Eli Teich man
0613012027
Destination
917-268-9222
sales@supplykingusa.com
Sour fCategory
MASf332510C
Vendor Comments & Attach ments
Vendor Comments Vendor Attachments
We are (Iuoling the exact item(s) being requesled The current lead time is appmximalely 3 Weeks APO This is an ON quote. Pricing is FOB Destination CON US for dock to dock delivery Pricing is based on No Attachments
quantities requested All Quotes are subject to prior sales This quote is valid for 30 days. We are a 100% Small Business set -aside Any questions please let me know, Thank you for the opportunity, John C.
Napolitano. Gov9 Sales Mgr. Supply King USA. Cage code is 89V31 - Duns number is 075438431 - UEI number is F886OTPP1 W48 - Tax ID is 46-4190423 - NAICS is 332510. Phone 917-263-9222 Fax: 917-26&
9221 Email jchn@supplykingusa.com Web vnvvi supplylingusa com(NAPEM&-171553)
Line Items -O
Mfr. Pa rtlltem# Manufacturer Product'Service Name Qty Unit Ship Address Unit Price Total Price
2000003209 GRAINGER COLEMAN(R)TRAILHEAD(TM) II MILITARY 300 EA 2 S47.96 $14.38800
Total Quote Line Items $14.388.00
Total Dollar Amount in Attachments $0.00
FOB Transportation Cost: $0.00
Total Quote Line Items: $14, 388.00
Total Quote $14,388.00
Total Award $14,388.00
8/21/23, 2:52 PM GSAeBuy!
renaing mesponse �p
Vendor
SUPPLY KING USA, LLC
SAM UEI:
F886DTPP1 W48
Contact
Eli Teichman
917-268-9222
sales@supplykingusa.com
Contract #
47QSHA22DO022
Contract End Date
06/30/2027
Source/Category
MAS/332510C
Prompt Pay:
0 Days 0%
FOB:
Destination
Total Quote Price:
$14,388.00
This quote is good until:
09/20/2023 03:00 PM EDT
Vendor Comments & Attachments
Vendor Comments
We are quoting the exact item(s) being requested. The current lead time is approximately 3 Weeks ARO. This is
an OM quote. Pricing is FOB Destination CONUS for dock to dock delivery. Pricing is based on quantities
requested. All Quotes are subject to prior sales. This quote is valid for 30 days. We are a 100% Small Business
set -aside. Any questions please let me know, Thank you for the opportunity, John C. Napolitano, Gov't Sales
Mgr, Supply King USA. Cage code is 89V31 - Duns number is 075488431 - UEI number is F886DTPP1 W48 -
Tax ID is 46-4190423 - NAICS is 332510. Phone: 917-268-9222 Fax: 917-268-9221 Email:
john@supplykingusa.com Web: www.supplykingusa.com (NAPEM8-17 1553)
VAnr r)r Attar_hmAntc
https://www.ebuy.gsa.gov/ebuy/buyer/quote-detail/RFQ1651969S/RFQ1651969S-GSU
HE
Exhibit B - GSA Contract
Contract Clause Document
for
Solicitation Number: 47QSMD20R0001
Refresh Number: 17
Contract Number: 47QSHA22DO022
Created on July 25, 2023
TABLE OF CONTENTS
Contract Clauses
52.203-3 - GRATUITIES (APR 1984).........................................................................................................1
52.207-5 - OPTION TO PURCHASE EQUIPMENT (FEB 1995)..............................................................1
52.222-1 - NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)................................1
52.222-3 - CONVICT LABOR (JUN 2003).................................................................................................1
52.224-1 - PRIVACYACT NOTIFICATION (APR 1984)...........................................................................
2
52.224-2 - PRIVACYACT (APR 1984).......................................................................................................
2
52.228-5 - INSURANCE - WORK ON GOVERNMENT INSTALLATION (JAN 1997)..........................
3
52.229-1 - STATE AND LOCAL TAXES (APR 1984).................................................................................
3
52.232-37 - MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999).......................................................
4
52.233-3 - PROTEST AFTER AWARD (AUG 1996)..................................................................................
4
52.233-4 - APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004).............................
5
52.237-2 - PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR
1984)............................................................................................................................................................
5
52.237-3 - CONTINUITY OF SERVICES (JAN 1991)................................................................................
5
52.239-1 - PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)...........................................................
5
52.242-13 - BANKRUPTCY (JUL 1995).....................................................................................................
6
52.242-15 - STOP -WORK ORDER (AUG 1989)........................................................................................
6
52.247-32 - F.O.B. ORIGIN, FREIGHT PREPAID (FEB 2006)................................................................
6
52.247-34 - F.O.B. DESTINATION (NOV 1991)........................................................................................
8
52.247-38 - F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006)...................................
9
52.247-39 - F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (APR 1984).................................
9
52.247-65 - F.O.B. ORIGIN, PREPAID FREIGHT - SMALL PACKAGE SHIPMENTS (JAN 1991).....
10
52.247-68 - REPORT OF SHIPMENT (REPSHIP) (FEB 2006)..............................................................10
552.203-71 - RESTRICTION ONADVERTISING (SEP 1999)................................................................
11
552.211-73 - MARKING (FEB 1996)........................................................................................................11
552.211-75 - PRESERVATION, PACKAGING, AND PACKING (FEB 1996) (ALTERNATE I - MAY
2003)..........................................................................................................................................................11
552.211-77 - PACKING LIST (FEB 1996) (ALTERNATE I - MAY 2003)................................................12
552.215-72 - PRICE ADJUSTMENT - FAILURE TO PROVIDE ACCURATE INFORMATION (AUG
1997)..........................................................................................................................................................12
552.223-70 - HAZARDOUS SUBSTANCES (MAY 1989).........................................................................13
552.223-71 - NONCONFORMING HAZARDOUS MATERIALS (SEP 1999).........................................
13
552.229-70 - FEDERAL, STATE, AND LOCAL TAXES (APR 1984).......................................................13
552.229-71 - FEDERAL EXCISE TAX - C GOVERNMENT (SEP 1999).................................................13
552.232-23 - ASSIGNMENT OF CLAIMS (SEP 1999)............................................................................
14
52.223-7 - NOTICE OF RADIOACTIVE MATERIALS (JAN 1997).........................................................14
52.252-2 - CLA USES INCORPORA TED BYREFERENCE (FEB 1998).................................................15
52.217-8 - OPTION TO EXTEND SERVICES (NOV 1999).....................................................................
17
52.247-38 - F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006) (DE VIA TIONI - FEB
2007)..........................................................................................................................................................17
52.246-4 - INSPECTION OF SERVICES - FIXED -PRICE (A UG 1996) (DEVIATION I - MAY 2003)..18
552.216-70 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHED ULE
CONTRACTS (SEP 1999) (ALTERNATE I - SEP 1999)..........................................................................
19
52.223-9 - ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR
EPA -DESIGNATED ITEMS(MA Y2008).................................................................................................
20
552.246-71-SOURCEINSPECTION BYGOVERNMENT(JUN2009).................................................20
552.246-78 - INSPECTIONATDESTINATION (JUL 2009)...................................................................
22
52.217-9 - OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)................................22
52.222-40 - NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS
ACT(DEC 2010).......................................................................................................................................
22
52.204-9 -PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011).... 24
52.204-4 - PRINTED OR COPIED DOUBLE -SIDED ONPOSTCONSUMER FIBER CONTENT PAPER
(MAY 2011)............................................................................................................................................... 24
52.223-5 - POLL UTION PREVENTIONAND RIGHT -TO -KNOW INFORMATION (MAY 2011)......... 24
52.223-10 - WASTE REDUCTION PROGRAM(MAY2011)................................................................... 25
52.223-19 - COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011)........ 25
52.219-6 - NOTICE OF TOTAL SMALL BUSINESS SET -ASIDE (NOV 2011) (ALTERNATE I - NOV
2011).......................................................................................................................................................... 25
52.223-18 - ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE
DRIVING(AUG 2011).............................................................................................................................. 26
52.251-1 - GOVERNMENT SUPPLY SOURCES (APR 2012)................................................................. 27
52.245-9 - USE AND CHARGES (APR 2012).......................................................................................... 27
52.223-2 - AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND
CONSTRUCTION CONTRACTS (SEP 2013)...........................................................................................29
52.216-19 - ORDER LIMITATIONS (OCT 1995)..................................................................................... 30
52.208-9 - CONTRACTOR USE OF MANDATORY SOURCES OFSUPPLYOR SERVICES (MAY
2014).......................................................................................................................................................... 30
52.222-42 - STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)..................31
52.222-49 - SERVICE CONTRACT LABOR STANDARDS - PLACE OF PERFORMANCE UNKNOWN
(MAY 2014)............................................................................................................................................... 31
52.222-51 - EXEMPTIONFROMAPPLICATION OF THE SERVICE CONTRACT LABOR
STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN
EQUIPMENT - REQUIREMENTS(AM Y2014)....................................................................................... 32
52.222-53 - EXEMPTIONFROMAPPLICATION OF THE SERVICE CONTRACT LABOR
STANDARDS TO CONTRACTS FOR CERTAIN SERVICES - REQUIREMENTS (MA Y2014)............. 32
52.227-14 - RIGHTS IN DATA - GENERAL(MAY 2014)........................................................................ 33
52.232-17 - INTEREST (MA Y2014) (DE VIA TIONI - MAY2003).......................................................... 38
52.232-36 - PAYMENT BY THIRD PARTY (MAY 2014).......................................................................... 38
52.233-1 - DISPUTES(MA Y2014).......................................................................................................... 39
I-FSS-969 - ECONOMIC PRICE ADJUSTMENT-FSS MULTIPLE AWARD SCHEDULE (OCT 2014) 40
52.204-19 - INCORPORA TION B Y REFERENCE OF REPRESENTA TIONS AND CERTIFICATIONS
(DEC 2014)............................................................................................................................................... 42
52.222-21 - PROHIBITION OF SEGREGATED FACILITIES (APR 2015).............................................42
52.222-29 - NOTIFICATION OF VISA DENIAL (APR 2015).................................................................. 42
552.223-73 - PRESERVATION, PACKAGING, PACKING, MARKING AND LABELING OF
HAZARDOUS MATERIALS (HA ZMAI) FOR SHIPMENTS (JUN 2015)................................................ 43
52.209-10 - PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS
(NOV 2015)............................................................................................................................................... 44
552.228-5 - GOVERNMENT AS ADDITIONAL INSURED (JAN 2016).................................................. 44
52.223-11 - OZONE -DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL
HYDROFLUOROCARBONS(JUN2016)................................................................................................ 44
52.223-12 - MAINTENANCE, SERVICE, REPAIR, OR DISPOSAL OF REFRIGERATION EQUIPMENT
AND AIR CONDITIONERS (JUN 2016).................................................................................................. 46
52.223-20 - AEROSOLS (JUN 2016)........................................................................................................ 47
52.223-21 -FOAMS (JUN 2016).............................................................................................................. 47
I-FSS-969 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE (OCT 2014)
(ALTERNATE H - JUL 2016).................................................................................................................... 48
552.216-70 - ECONOMIC PRICE ADJUSTMENT- FSS MULTIPLE AWARD SCHEDULE
CONTRACTS (SEP 1999) (DEVIATION II - JUL 2016)......................................................................... 49
552.211-89 - NON -MANUFACTURED WOOD PACKAGING MATERIAL FOR EXPORT (JUL 2016)50
52.224-3 - PRIVACY TRAINING (JAN 2017)........................................................................................... 51
52.242-5 - PAYMENTS TO SMALL B USINESS SUBCONTRACTORS (JAN 2017)................................ 52
52.222-26 - EQUAL OPPORTUNITY (SEP 2016)................................................................................... 53
52.204-15 - SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE -DELIVERY
CONTRACTS(JAN 2014)......................................................................................................................... 55
52.222-41- SERVICE CONTRACT LABOR STANDARDS (AUG 2018)................................................. 56
52.222-43 - FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR
STANDARDSa??PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG
2018).......................................................................................................................................................... 62
52.223-17 - AFFIRMATIVE PROCUREMENT OF EPA -DESIGNATED ITEMS IN SERVICE AND
CONSTRUCTION CONTRACTS (MAY 2008).......................................................................................... 63
52.204-7 -SYSTEM FOR AWARD MANAGEMENT (OCT 2018)...........................................................
63
52.204-13 - SYSTEMFOR AWARD MANAGEMENT MAINTENANCE (OCT 2018).............................
64
52.209-9 -UPDATES OF PUBLICLYAVAILABLE INFORMATION REGARDING RESPONSIBILITY
MATTERS(OCT 2018).............................................................................................................................
66
52.232-33 -PAYMENT BYELECTRONIC FUNDS TRANSFER -SYSTEM FOR AWARD
MANAGEMENT (OCT 2018)....................................................................................................................
67
552.238-105 -DELIVERIES BEYOND THE CONTRACTUAL PERIOD -PLACING OF ORDERS (MAY
2019)..........................................................................................................................................................
68
552.238-107 - TRAFFIC RELEASE (SUPPLIES) (MAY 2019)................................................................
69
552.238-86 - DELIVERY SCHED ULE (MAY 2019).................................................................................
69
552.238-89 - DELIVERIES TO THE U.S. POSTAL SERVICE(MAY 2019) ............................................
69
552.238-90 - CHARACTERISTICS OF ELECTRIC CURRENT(MAY2019)..........................................
70
552.238-91 - MARKING AND DOCUMENTATION REQUIREMENTS FOR SHIPPING (MAY 2019).
70
552.238-92 - VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAY 2019)................................
70
552.238-93 - ORDER ACKNOWLEDGMENT (MAY 2019).....................................................................
71
552.238-94 - ACCELERATED DELIVER Y REQ UIREMENTS (MA Y2019)...........................................
71
552.238-95 - SEPARATE CHARGE FOR PERFORMANCE ORIENTED PACKAGING (POP) (MAY
2019)..........................................................................................................................................................
71
552.238-96 - SEPARATE CHARGE FOR DELIVERY WITHIN CONSIGNEE'S PREMISES (MAY
2019)..........................................................................................................................................................
71
552.238-100 - TRANSSHIPMENTS(MAY 2019) ......................................................................................72
552.238-101 - FOREIGN TAXES AND DUTIES (MAY 2019).................................................................
72
552.238-102 - ENGLISH LANGUAGE AND U.S. DOLLAR REQUIREMENTS (MA Y2019).................
73
552.238-103 - ELECTRONIC COMMERCE (MAY 2019).......................................................................
73
552.238-104 - DISSEMINATION OF INFORMATION BY CONTRACTOR (MAY 2019).......................
74
552.238-106 - INTERPRETATION OF CONTRACT REQUIREMENTS (MAY 2019)............................
74
552.238-112 - DEFINITION (FEDERAL SUPPL Y SCHEDULES) - NON-FEDERAL ENTITY (MAY
2019)..........................................................................................................................................................
74
552.238-70 - COVER PAGE FOR WORLDWIDE FEDERAL SUPPLY SCHED ULES (MAY 2019) FOR
ALL GEOGRAPHIC AREAS.....................................................................................................................
74
552.238-79 - CANCELLATION(MAY 2019) ............................................................................................
75
552.238-81 - PRICE REDUCTIONS (MAY 2019)...................................................................................
75
552.238-81 - PRICE REDUCTIONS (MAY 2019) (ALTERNATE I - APR 2014).....................................
76
552.238-83 - EXAMINATION OF RECORDS BY GSA (MAY 2019).......................................................
76
552.238-84 - DISCOUNTS FOR PROMPT PAYMENT (MAY 2019).......................................................
76
552.238-85 - CONTRACTOR'S BILLING RESPONSIBILITIES (MAY 2019)..........................................
77
552.238-87 - DELIVER Y PRICES (MA Y2019)........................................................................................
77
552.238-88 - GSA ADVANTAGEM (MA Y2019).....................................................................................
78
552.238-97 - PARTS AND SERVICE(M4Y2019)...................................................................................
78
552.238-98 - CLAUSES FOR OVERSEAS COVERAGE (MAY 2019).....................................................
78
552.238-99 - DELIVERYPRICES OVERSEAS(MAY2019)....................................................................
79
52.216-32 - TASK -ORDER AND DELIVERY -ORDER OMBUDSMAN (SEP 2019) (ALT I SEP 2019)
AlternateI..................................................................................................................................................
79
52.219-13 - NOTICE OF SET -ASIDE OF ORDERS (MAR 2020)...........................................................
80
52.219-6 - NOTICE OF TOTAL SMALL BUSINESS SET -ASIDE (MAR 2020).......................................
80
552.238-77 - SUBMISSIONAND DISTRIBUTION OFAUTHORIZED FEDERAL SUPPLY SCHEDULE
PRICELISTS (MAR 2 02 0) ........................................................................................................................
81
52.202-1 - DEFINITIONS (JUN 2 02 0) .....................................................................................................
81
52.203-17 - CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JUN 2020)..................................................
81
52.204-10 - REPORTING EXECUTIVE COMPENSATIONAND FIRST -TIER SUBCONTRACT
AWARDS(JUN2020)...............................................................................................................................
82
52.204-18 - COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020)......
84
52.222-36 - EQUAL OPPORTUNITYFOR WORKERS WITH DISABILITIES (JUN2020)...................
85
52.222-35 - EQUAL OPPORTUNITYFOR VETERANS (JUN 2020)......................................................
85
52.222-37 - EMPLOYMENT REPORTS ON VETERANS (JUN 2020).....................................................86
52.223-15 - ENERGYEFFICIENCYINENERGY-CONSUMING PRODUCTS (MAY2020).................86
52.225-19 - CONTRACTOR PERSONNEL IN DESIGNATED OPERATIONAL AREA OR
SUPPORTING A DIPLOMATIC OR CONSULAR MISSION OUTSIDE THE UNITED STATES (MAY
2020).......................................................................................................................................................... 87
52.216-18 - ORDERING (AUG 2 02 0) ...................................................................................................... 93
52.228-3 - WORKER'S COMPENSATION INSURANCE (DEFENSE BASE ACT) (JUL 2014)............. 93
52.204-2 - SECURITY REQUIREMENTS (MAR 2021)............................................................................94
52.225-13 - RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)................................94
552.238-80 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020)............................ 95
52.223-3 - HAZARDOUS MATERIAL IDENTIFICATIONAND MATERIAL SAFETYDATA (FEB 2021)
(ALTERNATE I - JUL 1995)..................................................................................................................... 96
552.252-6 - AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2021) (DEVIATIONFAR 52.252-6) .... 98
52.245-1 - GOVERNMENT PROPERTY (SEP 2021)............................................................................... 98
52.219-33 - NONMANUFACTURER RULE (SEP 2021)....................................................................... 109
52.219-16 - LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (SEP 2021).............................. 110
52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV2021)...............110
52.204-21 - BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS
(NOV 2021)............................................................................................................................................. 114
52.204-23 - PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES
DEVELOPED OR PROVIDED BYKASPERSKYLAB AND OTHER COVERED ENTITIES (NOV
2021)........................................................................................................................................................115
52.204-25 - PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND
VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021).................................................. 116
52.209-6 - PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021).....119
552.238-111 -ENVIRONMENTAL PROTECTIONAGENCYREGISTRATION REQUIREMENT (JAN
2022)........................................................................................................................................................120
552.238-114 -USE OF FEDERAL SUPPLYSCHEDULE CONTRACTS BYNON-FEDERAL ENTITIES
(JAN 2022).............................................................................................................................................. 120
552.238-82 -MODIFICATIONS (FEDERAL SUPPLYSCHEDULE) (JAN2022) (ALTERNATE I - MAR
2020)........................................................................................................................................................122
552.238-82 -MODIFICATIONS (FEDERAL SUPPLYSCHEDULE) (JAN2022) (ALTERNATEHMAY
2019)........................................................................................................................................................123
552.212-72 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR
EXECUTIVE ORDERS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL PRODUCTS AND
COMMERCIAL SERVICES(JAN2022).................................................................................................124
552.238-78 - IDENTIFICATION OF PRODUCTS THAT HAVE ENVIRONMENTAL ATTRIBUTES (JAN
2022)........................................................................................................................................................124
52.203-6 - RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020)
(ALTERNATE I - NOV 2021)..................................................................................................................126
52.222-50 - COMBATING TRAFFICKING IN PERSONS (NOV 2021)................................................ 127
52.222-55 - MINIMUM WAGES FOR CONTRACTOR WORKERS UNDER EXECUTIVE ORDER 14026
(JAN 2022).............................................................................................................................................. 134
52.222-62 - PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2022)............................ 138
52.247-64 - PREFERENCE FOR PRIVATELYOWNED U.S.-FLAG COMMERCIAL VESSELS (NOV
2021)........................................................................................................................................................143
52.215-21 - REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER
THAN CERTIFIED COST OR PRICING DATA - MODIFICATIONS (NOV 2021) (ALTERNATE IV -
OCT2010)...............................................................................................................................................145
552.238-116 - OPTION TO EXTEND THE TERM OF THE FSS CONTRACT (MAR 2022)................ 145
552.238-115 - SPECIAL ORDERING PROCEDURES FOR THE ACQUISITION OF ORDER -LEVEL
MATERIALS (APR 2022)........................................................................................................................145
552.238-73 - IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING
ACCESSIBILITYFOR INDIVIDUALS WITH DISABILITIES (MAR 2022)...........................................147
52.216-22 - INDEFINITE QUANTITY (OCT 1995)............................................................................... 147
52.222-54 - EMPLOYMENT ELIGIBILITY VERIFICATION (MAY 2022)............................................148
52.219-14 - LIMITATIONS ON SUBCONTRACTING (OCT 2022).......................................................150
52.219-27 - NOTICE OF SERVICE -DISABLED VETERAN -OWNED SMALL BUSINESS SET -ASIDE
(OCT 2022)..............................................................................................................................................151
52.219-29 - NOTICE OF SET -ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY
DISADVANTAGED WOMEN -OWNED SMALL BUSINESS CONCERNS (OCT 2022)........................152
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 (OCT 2022)..........................................................................................................................153
52.219-9 -SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2022) (ALT II NOV 2016)............. 154
52.219-8 -UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2022)....................................... 164
52.219-3 -NOTICE OF HUBZONE SET -ASIDE OR SOLE SOURCE AWARD (OCT 2022)...............166
552.212-71 - CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITIONS OF
COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES(JAN2022)........................................167
C-FSS-370 -CONTRACTOR TASKS I SPECIAL REQUIREMENTS (DEC 2022)................................ 168
I-FSS-40 - CONTRACTOR TEAMARRANGEMENTS (DEC 2022)......................................................169
I-FSS-600 - CONTRACT PRICE LISTS (DEC 2022)............................................................................. 169
I-FSS-639 - CONTRACT SALES CRITERIA (DEC 2022)......................................................................171
I-FSS-644 - PRODUCTS OFFERED AND SOLD BY VENDORS OTHER THAN THE
MANUFACTURER (DEC 2022).............................................................................................................172
I-FSS-973 - PAYMENTS BY NON-FEDERAL ORDERING ACTIVITIES (DEC 2022).........................172
G-FSS-900-C - CONTACT FOR CONTRACT ADMINISTRATION (DEC 2022)..................................172
I-FSS-I06 - GUARANTEED MINIMUM (DEC 2022)............................................................................173
52.232-40 - PROVIDING ACCELERATED PAYMENTS TO SMALL B USINESS SUBCONTRACTORS
(MAR 2023).............................................................................................................................................174
52.222-19 - CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES (DEC 2022)174
52.219-28 - POST- AWARD SMALL BUSINESS PROGRAM REPRESENTATION (MAR 2023)........175
52.225-5 - TRADE AGREEMENTS (DEC 2022)....................................................................................177
552.212-4 - CONTRACT TERMS AND CONDITIONS— COMMERCIAL PRODUCTS AND
COMMERCIAL SERVICES (DEC 2022) (DEVIATION—FEB 2007) (FAR DEVIATION- JAN 2023)180
552.212-4 - CONTRACT TERMS AND CONDITIONS- COMMERCIAL PRODUCTS AND
COMMERCIAL SERVICES (DEC 2022) (FAR DEVIATION- JAN 2023) (ALTERNATE I - NOV 2021)
(DEVIATION - FEB 2007)......................................................................................................................187
52.204-27 - PROHIBTION ON BYTEDANCE COVERED APPLICATION (JUN 2 02 3) ...................199
552.219-74 - SECTION 8(A) DIRECT AWARD (SEP 1999).................................................................. 200
52.219-18 - NOTIFICATION OF COMPETITIONLIMITED TO ELIGIBLE 8(a) PARTICIPANTS (JAN
2017) (DEVIATED I - OCT 2022).......................................................................................................... 201
552.238-80 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020) (ALTERNATE I —
MAY2023)............................................................................................................................................... 201
552.238-113 - SCOPE OF CONTRACT (ELIGIBLE ORDERING ACTIVITIES) (MAY 2023)............. 204
52.212-5 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR
EXECUTIVE ORDERS- COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JUN2023)205
Contract Clauses for Solicitation 470SMD20R0001 Refresh Number 17 Contract Number:
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52.203-3 GRATUITIES (APR 1984)
(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and
hearing, the agency head or a designee determines that the Contractor, its agent, or another
representative—
(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of
the Government; and
(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.
(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.
(c) If this contract is terminated under paragraph (a) above, the Government is entitled—
(1) To pursue the same remedies as in a breach of the contract; and
(2) In addition to any other damages provided by law, to exemplary damages of not less than 3
nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person
concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is
applicable only if this contract uses money appropriated to the Department of Defense.)
(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
52.207-5 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."
52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES
(FEB 1997)
If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the
timely performance of this contract, the Contractor shall immediately give notice, including all relevant
information, to the Contracting Officer.
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52.222-3 CONVICT LABOR (JUN 2003)
(a) Except as provided in paragraph (b) of this clause, the Contractor shall not employ in the
performance of this contract any person undergoing a sentence of imprisonment imposed by any court
of a State, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa,
Guam, or the U.S. Virgin Islands.
(b) The Contractor is not prohibited from employing persons—
(1) On parole or probation to work at paid employment during the term of their sentence;
(2) Who have been pardoned or who have served their terms; or
(3) Confined for violation of the laws of any of the States, the District of Columbia, Puerto Rico,
the Northern Mariana Islands, American Samoa, Guam, or the U.S. Virgin Islands who are
authorized to work at paid employment in the community under the laws of such jurisdiction, if—
(i) The worker is paid or is in an approved work training program on a voluntary basis;
(ii) Representatives of local union central bodies or similar labor union organizations
have been consulted;
(iii) Such paid employment will not result in the displacement of employed workers, or be
applied in skills, crafts, or trades in which there is a surplus of available gainful labor in
the locality, or impair existing contracts for services;
(iv) The rates of pay and other conditions of employment will not be less than those paid
or provided for work of a similar nature in the locality in which the work is being
performed; and
(v) The Attorney General of the United States has certified that the work -release laws or
regulations of the jurisdiction involved are in conformity with the requirements of
Executive Order 11755, as amended by Executive Orders 12608 and 12943.
52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)
The Contractor will be required to design, develop, or operate a system of records on individuals, to
accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974
(5 U.S.C. 552a) and applicable agency regulations. Violation of the Act may involve the imposition of
criminal penalties.
52.224-2 PRIVACY ACT (APR 1984)
(a) The Contractor agrees to—
(1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued
under the Act in the design, development, or operation of any system of records on individuals to
accomplish an agency function when the contract specifically identifies—
(i) The systems of records; and
(ii) The design, development, or operation work that the Contractor is to perform;
(2) Include the Privacy Act notification contained in this contract in every solicitation and
resulting subcontract and in every subcontract awarded without a solicitation, when the work
statement in the proposed subcontract requires the redesign, development, or operation of a
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system of records on individuals that is subject to the Act; and
(3) Include this clause, including this subparagraph (3), in all subcontracts awarded under this
contract which requires the design, development, or operation of such a system of records.
(b) In the event of violations of the Act, a civil action may be brought against the agency involved when
the violation concerns the design, development, or operation of a system of records on individuals to
accomplish an agency function, and criminal penalties may be imposed upon the officers or employees
of the agency when the violation concerns the operation of a system of records on individuals to
accomplish an agency function. For purposes of the Act, when the contract is for the operation of a
system of records on individuals to accomplish an agency function, the Contractor is considered to be
an employee of the agency.
(c) (1) "Operation of a system of records," as used in this clause, means performance of any of
the activities associated with maintaining the system of records, including the collection, use, and
dissemination of records.
(2) "Record," as used in this clause, means any item, collection, or grouping of information about
an individual that is maintained by an agency, including, but not limited to, education, financial
transactions, medical history, and criminal or employment history and that contains the person's
name, or the identifying number, symbol, or other identifying particular assigned to the
individual, such as a fingerprint or voiceprint or a photograph.
(3) "System of records on individuals," as used in this clause, means a group of any records under
the control of any agency from which information is retrieved by the name of the individual or by
some identifying number, symbol, or other identifying particular assigned to the individual.
52.228-5 INSURANCE —WORK ON A GOVERNMENT
INSTALLATION (JAN 1997)
(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this
contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in
the contract.
(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in
writing that the required insurance has been obtained. The policies evidencing required insurance shall
contain an endorsement to the effect that any cancellation or any material change adversely affecting
the Government's interest shall not be effective—
(1) For such period as the laws of the State in which this contract is to be performed prescribe; or
(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting
Officer, whichever period is longer.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts
under this contract that require work on a Government installation and shall require subcontractors to
provide and maintain the insurance required in the Schedule or elsewhere in the contract. The
Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make
copies available to the Contracting Officer upon request.
52.229-1 STATE AND LOCAL TAXES (APR 1984)
Notwithstanding the terms of the Federal, State, and Local Taxes clause, the contract price excludes all State
and local taxes levied on or measured by the contract or sales price of the services or completed supplies
furnished under this contract. The Contractor shall state separately on its invoices taxes excluded from the
contract price, and the Government agrees either to pay the amount of the taxes to the Contractor or provide
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evidence necessary to sustain an exemption.
52.232-37 MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999)
This contract or agreement provides for payments to the Contractor through several alternative methods. The
applicability of specific methods of payment and the designation of the payment office(s) are either stated —
(a) Elsewhere in this contract or agreement; or
(b) In individual orders placed under this contract or agreement.
52.233-3 PROTEST AFTER AWARD (AUG 1996)
(a) Upon receipt of a notice of protest (as defined in FAR 33.101) or a determination that a protest is
likely (see FAR 33.102(d)), the Contracting Officer may, by written order to the Contractor, direct the
Contractor to stop performance of the work called for by this contract. The order shall be specifically
identified as a stop -work order issued under this clause. Upon receipt of the order, the Contractor shall
immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs
allocable to the work covered by the order during the period of work stoppage. Upon receipt of the final
decision in the protest, the Contracting Officer shall either—
(1) Cancel the stop -work order; or
(2) Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience of the Government, clause of this contract.
(b) If a stop -work order issued under this clause is canceled either before or after a final decision in the
protest, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment
in the delivery schedule or contract price, or both, and the contract shall be modified, in writing,
accordingly, if—
(1) The stop -work order results in an increase in the time required for, or in the Contractor's cost
properly allocable to, the performance of any part of this contract; and
(2) The Contractor asserts its right to an adjustment within 30 days after the end of the period of
work stoppage; provided, that if the Contracting Officer decides the facts justify the action, the
Contracting Officer may receive and act upon the request at any time before final payment under
this contract.
(c) If a stop -work order is not canceled and the work covered by the order is terminated for the
convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the
stop -work order in arriving at the termination settlement.
(d) If a stop -work order is not canceled and the work covered by the order is terminated for default, the
Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from
the stop -work order.
(e) The Government's rights to terminate this contract at anytime are not affected by action taken under
this clause.
(f) If, as the result of the Contractor's intentional or negligent misstatement, misrepresentation, or
miscertification, a protest related to this contract is sustained, and the Government pays costs, as
provided in FAR 33.102(b)(2), or 33.104(h)(1), the Government may require the Contractor to
reimburse the Government the amount of such costs. In addition to any other remedy available, and
pursuant to the requirements of Subpart 32.6, the Government may collect this debt by offsetting the
amount against any payment due the Contractor under any contract between the Contractor and the
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Government.
52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT
CLAIM (OCT 2004)
United States law will apply to resolve any claim of breach of this contract.
52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,
EQUIPMENT, AND VEGETATION (APR 1984)
The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on
the Government installation. If the Contractor's failure to use reasonable care causes damage to any of this
property, the Contractor shall replace or repair the damage at no expense to the Government as the
Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the
Contractor shall be liable for the cost, which may be deducted from the contract price.
52.237-3 CONTINUITY OF SERVICES (JAN 1991)
(a) The Contractor recognizes that the services under this contract are vital to the Government and must
be continued without interruption and that, upon contract expiration, a successor, either the Government
or another contractor, may continue them. The Contractor agrees to—
(1) Furnish phase -in training; and
(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a
successor.
(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase -in, phase -out
services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a
successor to determine the nature and extent of phase -in, phase -out services required. The plan shall
specify a training program and a date for transferring responsibilities for each division of work
described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall
provide sufficient experienced personnel during the phase -in, phase -out period to ensure that the
services called for by this contract are maintained at the required level of proficiency.
(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the
successor maintain the continuity and consistency of the services required by this contract. The
Contractor also shall disclose necessary personnel records and allow the successor to conduct on -site
interviews with these employees. If selected employees are agreeable to the change, the Contractor
shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to
the successor.
(d) The Contractor shall be reimbursed for all reasonable phase -in, phase -out costs (i.e., costs incurred
within the agreed period after contract expiration that result from phase -in, phase -out operations) and a
fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.
52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)
(a) The Contractor shall not publish or disclose in any manner, without the Contracting Officer's written
consent, the details of any safeguards either designed or developed by the Contractor under this contract
or otherwise provided by the Government.
(b) To the extent required to carry out a program of inspection to safeguard against threats and hazards
to the security, integrity, and confidentiality of Government data, the Contractor shall afford the
Government access to the Contractor's facilities, installations, technical capabilities, operations,
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documentation, records, and databases.
(c) If new or unanticipated threats or hazards are discovered by either the Government or the
Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the
situation to the attention of the other parry.
52.242-13 BANKRUPTCY (JUL 1995)
In the event the Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary,
the Contractor agrees to furnish, by certified mail or electronic commerce method authorized by the contract,
written notification of the bankruptcy to the Contracting Officer responsible for administering the contract.
This notification shall be furnished within five days of the initiation of the proceedings relating to bankruptcy
filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the
court in which the bankruptcy petition was filed, and a listing of Government contract numbers and
contracting offices for all Government contracts against which final payment has not been made. This
obligation remains in effect until final payment under this contract.
52.242-15 STOP -WORK ORDER (AUG 1989)
(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor
to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is
delivered to the Contractor, and for any further period to which the parties may agree. The order shall
be specifically identified as a stop -work order issued under this clause. Upon receipt of the order, the
Contractor shall immediately comply with its terms and take all reasonable steps to minimize the
incurrence of costs allocable to the work covered by the order during the period of work stoppage.
Within a period of 90 days after a stop -work is delivered to the Contractor, or within any extension of
that period to which the parties shall have agreed, the Contracting Officer shall either —
(1) Cancel the stop -work order; or
(2) Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience of the Government, clause of this contract.
(b) If a stop -work order issued under this clause is canceled or the period of the order or any extension
thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable
adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in
writing, accordingly, if —
(1) The stop -work order results in an increase in the time required for, or in the Contractor's cost
properly allocable to, the performance of any part of this contract; and
(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of
work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the
Contracting Officer may receive and act upon the claim submitted at any time before final
payment under this contract.
(c) If a stop -work order is not canceled and the work covered by the order is terminated for the
convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the
stop -work order in arriving at the termination settlement.
(d) If a stop -work order is not canceled and the work covered by the order is terminated for default, the
Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from
the stop -work order.
52.247-32 F.O.B. ORIGIN, FREIGHT PREPAID (FEB 2006)
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(a) The term "f.o.b. origin, freight prepaid," as used in this clause, means
(1) Free of expense to the Government delivered—
(i) On board the indicated type of conveyance of the carrier (or of the Government, if
specified) at a designated point in the city, county, and State from which the shipments
will be made and from which line -haul transportation service (as distinguished from
switching, local drayage, or other terminal service) will begin;
(ii) To, and placed on, the carrier's wharf (at ship -side, within reach of the ship's loading
tackle, when the shipping point is within a port area having water transportation service)
or the carrier's freight station;
(iii) To a U.S. Postal Service facility; or
(iv) If stated in the solicitation, to any Government -designated point located within the
same city or commercial zone as the f.o.b. origin point specified in the contract (the
Federal Motor Carrier Safety Administration prescribes commercial zones at Subpart B of
49 CFR part 372); and
(2) The cost of transportation, ultimately the Government's obligation, is prepaid by the
Contractor to the point specified in the contract.
(b) The Contractor shall—
(1) (i) Pack and mark the shipment to comply with contract specifications; or
(ii) In the absence of specifications, prepare the shipment in conformance with carrier
requirements to protect the goods and to ensure assessment of the lowest applicable
transportation charge;
(2) (i) Order specified carrier equipment when requested by the Government; or
(ii) If not specified, order appropriate carrier equipment not in excess of capacity to
accommodate shipment;
(3) Deliver the shipment in good order and condition to the carrier, and load, stow, trim, block,
and/or brace carload or truckload shipment (when loaded by the Contractor) on or in the carrier's
conveyance as required by carrier rules and regulations;
(4) Be responsible for any loss of and/or damage to the goods—
(i) Occurring before delivery to the carrier;
(ii) Resulting from improper packing or marking; or
(iii) Resulting from improper loading, stowing, trimming, blocking, and/or bracing of the
shipment, if loaded by the Contractor on or in the carrier's conveyance;
(5) Prepare a bill of lading or other transportation receipt. The bill of lading shall show—
(i) A description of the shipment in terms of the governing freight classification or tariff
(or Government rate tender) under which lowest freight rates are applicable;
(ii) The seals affixed to the conveyance with their serial numbers or other identification;
(iii) Lengths and capacities of cars or trucks ordered and furnished;
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(iv) Other pertinent information required to effect prompt delivery to the consignee,
including name, delivery address, postal address and ZIP code of consignee, routing, etc.;
(v) Special instructions or annotations requested by the ordering agency for bills of
lading; e.g., "This shipment is the property of, and the freight charges paid to the
carrier(s) will be reimbursed by, the Government"; and
(vi) The signature of the carrier's agent and the date the shipment is received by the
carrier;
(6) Distribute the copies of the bill of lading, or other transportation receipts, as directed by the
ordering agency; and
(7) Prepay all freight charges to the extent specified in the contract.
(c) These Contractor responsibilities are specified for performance at the plant or plants at which these
supplies are to be finally inspected and accepted, unless the facilities for shipment by carrier's
equipment are not available at the Contractor's plant, in which case the responsibilities shall be
performed f.o.b. the point or points in the same or nearest city where the specified carrier's facilities are
available; subject, however, to the following qualifications:
(1) If the Contractor's shipping plant is located in the State of Alaska or Hawaii, the Contractor
shall deliver the supplies listed for shipment outside Alaska or Hawaii to the port of loading in
Alaska or Hawaii, respectively, as specified in the contract, at Contractor's expense, and to that
extent the contract shall be "f.o.b. destination."
(2) Notwithstanding subparagraph (c)(1) of this clause, if the Contractor's shipping plant is
located in the State of Hawaii, and the contract requires delivery to be made by container service,
the Contractor shall deliver the supplies, at the Contractor's expense to the container yard in the
same or nearest city where seavan container service is available.
52.247-34 F.O.B. DESTINATION (NOV 1991)
(a) The tern 'To.b. destination," as used in this clause, means—
(1) Free of expense to the Government, on board the carrier's conveyance, at a specified delivery
point where the consignee's facility (plant, warehouse, store, lot, or other location to which
shipment can be made) is located; and
(2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city
and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of
the Contractor. The Government shall not be liable for any delivery, storage, demurrage,
accessorial, or other charges involved before the actual delivery (or "constructive placement" as
defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an
act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies
shall be delivered to the specified unloading platform of the consignee. If motor carrier (including
"piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the
consignee, except when the supplies delivered meet the requirements of Item 568 of the National
Motor Freight Classification for "heavy or bulky freight." When supplies meeting the
requirements of the referenced Item 568 are delivered, unloading (including movement to the
tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested.
If the Contractor uses rail carrier or freight forwarder for less than carload shipments, the
Contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to
truck is required to complete delivery to consignee.
(b) The Contractor shall —
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(1) (i) Pack and mark the shipment to comply with contract specifications; or
(ii) In the absence of specifications, prepare the shipment in conformance with carrier
requirements;
(2) Prepare and distribute commercial bills of lading;
(3) Deliver the shipment in good order and condition to the point of delivery specified in the
contract;
(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the
shipment by the consignee at the delivery point specified in the contract;
(5) Furnish a delivery schedule and designate the mode of delivering carrier; and
(6) Pay and bear all charges to the specified point of delivery.
52.247-38 F.O.B. INLAND CARRIER, POINT OF EXPORTATION
(FEB 2006)
(a) The term "f.o.b. inland carrier, point of exportation," as used in this clause, means free of expense to
the Government, on board the conveyance of the inland carrier, delivered to the specified point of
exportation.
(b) The Contractor shall—
(1) (i) Pack and mark the shipment to comply with contract specifications; or
(ii) In the absence of specifications, prepare the shipment for ocean transportation in
conformance with carrier requirements to protect the goods and to ensure assessment of
the lowest applicable transportation charge;
(2) Prepare and distribute commercial bills of lading or other transportation receipt;
(3) (i) Deliver the shipment in good order and condition in or on the conveyance of the
carrier on the date or within the period specified; and
(ii) Pay and bear all applicable charges, including transportation costs, to the point of
delivery specified in the contract;
(4) Be responsible for any loss of and/or damage to the goods occurring before delivery of the
shipment to the point of delivery in the contract; and
(5) At the Government's request and expense, assist in obtaining the documents required for (i)
exportation or (ii) importation at destination.
52.247-39 F.O.B. INLAND POINT, COUNTRY OF IMPORTATION
(APR 1984)
(a) The term "f.o.b. inland point, country of importation," as used in this clause, means free of expense
to the Government, on board the indicated type of conveyance of the carrier, delivered to the specified
inland point where the consignee's facility is located.
(b) The Contractor shall—
(1) (i) Pack and mark the shipment to comply with contract specifications; or
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(ii) In the absence of specifications, prepare the shipment for ocean transportation in
conformance with carrier requirements to protect the goods;
(2) (i) Deliver, in or on the inland carrier's conveyance, the shipment in good order and
condition to the specified inland point where the consignee's facility is located; and
(ii) Pay and bear all applicable charges incurred up to the point of delivery, including
transportation costs; export, import, or other fees or taxes; costs of landing; wharfage
costs; customs duties and costs of certificates of origin; consular invoices; and other
documents that may be required for importation; and
(3) Be responsible for any loss of and/or damage to the goods until their arrival on or in the
carrier's conveyance at the specified inland point.
52.247-65 F.O.B. ORIGIN, PREPAID FREIGHT —SMALL
PACKAGE SHIPMENTS (JAN 1991)
(a) When authorized by the Contracting Officer, f.o.b. origin freight shipments which do not have a
security classification shall move on prepaid commercial bills of lading or other shipping documents to
domestic destinations, including air and water terminals. Weight of individual shipments shall be
governed by carrier restrictions but shall not exceed 150 pounds by any form of commercial air or
1,000 pounds by other commercial carriers. The Government will reimburse the Contractor for
reasonable freight charges.
(b) The Contractor shall annotate the commercial bill of lading as required by the clause of this contract
entitled "Commercial Bill of Lading Notations."
(c) The Contractor shall consolidate prepaid shipments in accordance with procedures established by
the cognizant transportation office. The Contractor is authorized to combine Government prepaid
shipments with the Contractor's commercial shipments for delivery to one or more consignees and the
Government will reimburse its pro rata share of the total freight costs. The Contractor shall provide a
copy of the commercial bill of lading promptly to each consignee. Quantities shall not be divided into
mailable lots for the purpose of avoiding movement by other modes of transportation.
(d) Transportation charges will be billed as a separate item on the invoice for each shipment made. A
copy of the pertinent bill of lading, shipment receipt, or freight bill shall accompany the invoice unless
otherwise specified in the contract.
(e) Loss and damage claims will be processed by the Government.
52.247-68 REPORT OF SHIPMENT (REPSHIP) (FEB 2006)
(a) Definition. Domestic destination, as used in this clause, means—
(1) A destination within the contiguous United States; or
(2) If shipment originates in Alaska or Hawaii, a destination in Alaska or Hawaii, respectively.
(b) Unless otherwise directed by the Contracting Officer, the Contractor shall—
(1) Send a prepaid notice of shipment to the consignee transportation officer—
(i) For all shipments of —
(A) Classified material, protected sensitive, and protected controlled material;
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(B) Explosives and poisons, class 1, division 1. 1, 1.2 and 1.3; class 2, division 2.3
and class 6, division 6.1;
(C) Radioactive materials requiring the use of a III bar label; or
(ii) When a truckload/carload shipment of supplies weighing 20,000 pounds or more, or a
shipment of less weight that occupies the full visible capacity of a railway car or motor
vehicle, is given to any carrier (common, contract, or private) for transportation to a
domestic destination (other than a port for export);
(2) Transmits the notice by rapid means to be received by the consignee transportation officer at
least 24 hours before the arrival of the shipment; and
(3) Send, to the receiving transportation officer, the bill of lading or letter or other document
containing the following information and prominently identified as a "Report of Shipment 'or
"REPSHIP FOR T.O."
RESHIP FOR T.O. 81 JUN 01
TRANSPORTATION OFFICER, DEFENSE DEPOT, MEMPHIS, TN.
SHIPPED YOUR DEPOT 1981 JUN 1
540 CTNS MENS COTTON TROUSERS, 30,240 LB, 1782 CUBE, VIA XX-YY*
IN CAR NO. XX 123456* *-BL* * *-C9800003 I ""CONTRACT * *CONTRACT DLA
ETA*****-JUNE 5 JONES & CO., JERSEY CITY N.J.
552.203-71 RESTRICTION ON ADVERTISING (SEP 1999)
The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a
manner as to state or imply that the product or service provided is endorsed or preferred by the White House,
the Executive Office of the President, or any other element of the Federal Government, or is considered by
these entities to be superior to other products or services. Any advertisement by the Contractor, including
price -off coupons, that refers to a military resale activity shall contain the following statement: "This
advertisement is neither paid for nor sponsored, in whole or in part, by any element of the United States
Government."
552.211-73 MARKING (FEB 1996)
(a) General requirements. Interior packages, if any, and exterior shipping containers shall be marked as
specified elsewhere in the contract. Additional marking requirements may be specified on delivery
orders issued under the contract. If not otherwise specified, interior packages and exterior shipping
containers shall be marked in accordance with the following standards.
(1) Deliveries to civilian activities. Supplies shall be marked in accordance with Federal Standard
123, edition in effect on the date of issuance of the solicitation.
(2) Deliveries to military activities. Supplies shall be marked in accordance with litary
Standard 129, edition in effect on the date of issuance of the solicitation.
(b) Improperly marked material. When Government inspection and acceptance are at destination, and
delivered supplies are not marked in accordance with contract requirements, the Government has the
right, without prior notice to the Contractor to perform the required marking, by contract or otherwise,
and charge the Contractor, therefor at the rate specified elsewhere in this contract. This right is not
exclusive, and is in addition to other rights or remedies provided for in this contract.
552.211-75 PRESERVATION, PACKAGING, AND PACKING
(FEB 1996) (ALTERNATE I - MAY 2003)
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Unless otherwise specified, all items shall be preserved, packaged, and packed in accordance with normal
commercial practices, as defined in the applicable commodity specification. Packaging and packing shall
comply with the requirements of the Uniform Freight Classification and the National Motor Freight
Classification (issue in effect at time of shipment) and each shipping container of each item in a shipment
shall be of uniform size and content, except for residual quantities. Where special or unusual packing is
specified in an order, but not specifically provided for by the contract, such packing details must be the
subject of an agreement independently arrived at between the ordering activity and the Contractor.
552.211-77 PACKING LIST (FEB 1996) (ALTERNATE I — MAY
2003)
(a) A packing list or other suitable shipping document shall accompany each shipment and shall
indicate: (1) Name and address of consignor; (2) Name and complete address of consignee; (3)
Ordering activity order or requisition number; (4) Government bill of lading number covering the
shipment (if any); and (5) Description of the material shipped, including item number, quantity, number
of containers, and package number (if any).
(b) When payment will be made by Ordering activity commercial credit card, in addition to the
information in (a) above, the packing list or shipping document shall include: (1) Cardholder name and
telephone number; and (2) the term "Credit Card."
552.215-72 PRICE ADJUSTMENT —FAILURE TO PROVIDE
ACCURATE INFORMATION (AUG 1997)
(a) The Government, at its election, may reduce the price of this contract or contract modification if the
Contracting Officer determines after award of this contract or contract modification that the price
negotiated was increased by a significant amount because the Contractor failed to:
(1) provide information required by this solicitation/contract or otherwise requested by the
Government; or
(2) submit information that was current, accurate, and complete; or
(3) disclose changes in the Contractor's commercial pricelist(s), discounts or discounting policies
which occurred after the original submission and prior to the completion of negotiations.
(b) The Government will consider information submitted to be current, accurate and complete if the
data is current, accurate and complete as of 14 calendar days prior to the date it is submitted.
(c) If any reduction in the contract price under this clause reduces the price for items for which payment
was made prior to the date of the modification reflecting the price reduction, the Contractor shall be
liable to and shall pay the United States—
(1) The amount of the overpayment; and
(2) Simple interest on the amount of such overpayment to be computed from the date(s) of
overpayment to the Contractor to the date the Government is repaid by the Contractor at the
applicable underpayment rate effective each quarter prescribed by the Secretary of Treasury
under 26 U.S.C. 6621(a)(2).
(d) Failure to agree on the amount of the decrease shall be resolved as a dispute.
(e) In addition to the remedy in paragraph (a) 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.
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Note: Regulation 552.215-72
This clause does not apply to contracts participating in the Transactional Data Reporting
(TDR) Pilot.
552.223-70 HAZARDOUS SUBSTANCES (MAY 1989)
(a) If the packaged items to be delivered under this contract are of a hazardous substance and ordinarily
are intended or considered to be for use as a household item, this contract is subject to the Federal
Hazardous Substances Act, as amended (15 U.S.C. 1261-1276), implementing regulations thereof (16
CFR Chapter II(c)), and Federal Standard No. 123, Marking for Shipment (Civil Agencies), issue in
effect on the date of this solicitation.
(b) The packaged items to be delivered under this contract are subject to the preparation of shipping
documents, the preparation of items for transportation, shipping container construction, package
making, package labeling, when required, shipper's certification of compliance, and transport vehicle
placarding in accordance with Parts 171 through 178 of 49 CFR and the Hazardous Materials
Transportation Act.
(c) The minimum packaging acceptable for packaging Department of Transportation regulated
hazardous materials shall be those in 49 CFR 173.
552.223-71 NONCONFORMING HAZARDOUS MATERIALS
(SEP 1999)
(a) Nonconforming supplies that contain hazardous material or that may expose persons who handle or
transport the supplies to hazardous material and which require replacement under the inspection and/or
warranty clauses of this contract shall be reshipped to the Contractor at the Contractor's expense. The
Contractor agrees to accept return of these nonconforming supplies and to pay all costs occasioned by
their return.
(b) "Hazardous materials," as used in this clause, includes any material defined as hazardous under the
latest version of Federal Standard No. 313 (including revisions adopted during the term of the contract)
(c) If the Contractor fails to provide acceptable disposition instructions for the nonconforming supplies
within 10 days from the date of the Government's request (or such longer period as may be agreed to
between the Contracting Officer and the Contractor), or fails to accept return of the reshipped
nonconforming supplies, such failure: (1) may be interpreted as a willful failure to perform, (2) may
result in termination of the contract for default and (3) shall be considered by the Contracting Officer in
determining the responsibility of the Contractor for any future award (see FAR 9.104-3(b) and 9.406-2)
(d) Pending final resolution of any dispute, the Contractor shall promptly comply with the decision of
the Contracting Officer.
552.229-70 FEDERAL, STATE, AND LOCAL TAXES (APR 1984)
The contract price includes all applicable Federal, State, and local taxes. No adjustment will be made to cover
taxes which may subsequently be imposed on this transaction or changes in the rates of currently applicable
taxes. However, the Government will, upon the request of the Contractor, furnish evidence appropriate to
establish exemption from any tax from which the Government is exempt and which was not included in the
contract price.
552.229-71 FEDERAL EXCISE TAX —DC GOVERNMENT
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(SEP 1999)
If the District of Columbia cites an Internal Revenue Tax Exempt Certificate Number on orders placed under
this contract, the Contractor shall bill shipments to the District of Columbia at prices exclusive of Federal
excise tax and show the amount of such tax on the invoice.
552.232-23 ASSIGNMENT OF CLAIMS (SEP 1999)
Because this is a requirements or indefinite quantity contract under which more than one agency may place
orders, paragraph (a) of the Assignment of Claims clause (FAR 52.232-23) is inapplicable and the following
is substituted therefor:
In order to prevent confusion and delay in making payment, the Contractor shall not assign any claim(s) for
amounts due or to become due under this contract. However, the Contractor is permitted to assign separately
to a bank, trust company, or other financial institution, including any Federal lending agency, under the
provisions of the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 15 (hereinafter referred
to as "the Act"), all amounts due or to become due under any order amounting to $1,000 or more issued by
any Government agency under this contract. Any such assignment takes effect only if and when the assignee
files written notice of the assignment together with a true copy of the instrument of assignment with the
contracting officer issuing the order and the finance office designated in the order to make payment. Unless
otherwise stated in the order, payments to an assignee of any amounts due or to become due under any order
assigned may, to the extent specified in the Act, be subject to reduction or set-off.
52.223-7 NOTICE OF RADIOACTIVE MATERIALS (JAN 1997)
(a) The Contractor shall notify the Contracting Officer or designee, in writing, To be determined at the
task order level days prior to the delivery of, or prior to completion of any servicing required by this
contract of, items containing either (1) radioactive material requiring specific licensing under the
regulations issued pursuant to the Atomic Energy Act of 1954, as amended, as set forth in Title 10 of
the Code of Federal Regulations, in effect on the date of this contract, or (2) other radioactive material
not requiring specific licensing in which the specific activity is greater than 0.002 microcuries per gram
or the activity per item equals or exceeds 0.01 microcuries. Such notice shall specify the part or parts of
the items which contain radioactive materials, a description of the materials, the name and activity of
the isotope, the manufacturer of the materials, and any other information known to the Contractor
which will put users of the items on notice as to the hazards involved (OMB No. 9000-0107).
(b) If there has been no change affecting the quantity of activity, or the characteristics and composition
of the radioactive material from deliveries under this contract or prior contracts, the Contractor may
request that the Contracting Officer or designee waive the notice requirement in paragraph (a) of this
clause. Any such request shall—
(1) Be submitted in writing;
(2) State that the quantity of activity, characteristics, and composition of the radioactive material
have not changed; and
(3) Cite the contract number on which the prior notification was submitted and the contracting
office to which it was submitted.
(c) All items, parts, or subassemblies which contain radioactive materials in which the specific activity
is greater than 0.002 microcuries per gram or activity per item equals or exceeds 0.01 microcuries, and
all containers in which such items, parts or subassemblies are delivered to the Government shall be
clearly marked and labeled as required by the latest revision of MIL -STD 129 in effect on the date of
the contract.
(d) This clause, including this paragraph (d), shall be inserted in all subcontracts for radioactive
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materials meeting the criteria in paragraph (a) of this clause.
52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
This contract incorporates one or more clauses by reference, with the same force and effect as if they were
given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text
of a clause may be accessed electronically at this/these address(es):
For contract clauses which are contained in the Federal Acquisition Regulation (FAR) the address
is httn://acauisition.eov/far/.
Number
Title
Clause/Provision
52.202-1
DEFINITIONS (JUN 2020)
Clause
52.203-17
CONTRACTOR EMPLOYEE
Clause
WHISTLEBLOWER RIGHTS AND
REQUIREMENT TO INFORM
EMPLOYEES OF WHISTLEBLOWER
RIGHTS (JUN 2020)
52.203-3
GRATUITIES (APR 1984)
Clause
52.204-13
SYSTEM FOR AWARD MANAGEMENT Clause
MAINTENANCE (OCT 2018)
52.204-19
INCORPORATION BY REFERENCE
Clause
OF REPRESENTATIONS AND
CERTIFICATIONS (DEC 2014)
52.204-4
PRINTED OR COPIED DOUBLE -SIDED Clause
ON POSTCONSUMER FIBER
CONTENT PAPER (MAY 2011)
52.204-7
SYSTEM FOR AWARD MANAGEMENT Clause
(OCT 2018)
52.204-9
PERSONAL IDENTITY VERIFICATION
Clause
OF CONTRACTOR PERSONNEL (JAN
2011)
52.208-9
CONTRACTOR USE OF MANDATORY
Clause
SOURCES OF SUPPLY OR SERVICES
(MAY 2014)
52.209-10
PROHIBITION ON CONTRACTING
Clause
WITH INVERTED DOMESTIC
CORPORATIONS (NOV 2015)
52.215-21
REQUIREMENTS FOR CERTIFIED
Clause
COST OR PRICING DATA AND DATA
OTHER THAN CERTIFIED COST OR
PRICING DATA - MODIFICATIONS
(NOV 2021) (ALTERNATE IV - OCT
2010)
52.216-18
ORDERING (AUG 2020)
Clause
52.216-19
ORDER LIMITATIONS (OCT 1995)
Clause
52.216-22
INDEFINITE QUANTITY (OCT 1995)
Clause
52.217-8
OPTION TO EXTEND SERVICES (NOV Clause
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47QSHA22D0022
Contract Number:
1999)
52.222-1
NOTICE TO THE GOVERNMENT OF
Clause
LABOR DISPUTES (FEB 1997)
52.222-29
NOTIFICATION OF VISA DENIAL (APR
Clause
2015)
52.222-49
SERVICE CONTRACT LABOR
Clause
STANDARDS - PLACE OF
PERFORMANCE UNKNOWN (MAY
2014)
52.223-10
WASTE REDUCTION PROGRAM (MAY
Clause
2011)
52.223-17
AFFIRMATIVE PROCUREMENT OF
Clause
EPA -DESIGNATED ITEMS IN SERVICE
AND CONSTRUCTION CONTRACTS
(MAY 2008)
52.223-2
AFFIRMATIVE PROCUREMENT OF
Clause
BIOBASED PRODUCTS UNDER
SERVICE AND CONSTRUCTION
CONTRACTS (SEP 2013)
52.223-5
POLLUTION PREVENTION AND
Clause
RIGHT -TO -KNOW INFORMATION (MAY
2011)
52.224-1
PRIVACY ACT NOTIFICATION (APR
Clause
1984)
52.224-2
PRIVACY ACT (APR 1984)
Clause
52.224-3
PRIVACY TRAINING (JAN 2017)
Clause
52.227-14
RIGHTS IN DATA - GENERAL (MAY
Clause
2014)
52.232-17
INTEREST (MAY 2014) (DEVIATION I -
Clause
MAY 2003)
52.232-36
PAYMENT BY THIRD PARTY (MAY
Clause
2014)
52.232-37
MULTIPLE PAYMENT
Clause
ARRANGEMENTS (MAY 1999)
52.233-1
DISPUTES (MAY 2014)
Clause
52.237-2
PROTECTION OF GOVERNMENT
Clause
BUILDINGS, EQUIPMENT, AND
VEGETATION (APR 1984)
52.237-3
CONTINUITY OF SERVICES (JAN
Clause
1991)
52.242-13
BANKRUPTCY (JUL 1995)
Clause
52.242-15
STOP -WORK ORDER (AUG 1989)
Clause
52.242-5
PAYMENTS TO SMALL BUSINESS
Clause
SUBCONTRACTORS (JAN 2017)
52.245-1
GOVERNMENT PROPERTY (SEP
Clause
2021)
52.245-9
USE AND CHARGES (APR 2012)
Clause
52.246-4
INSPECTION OF SERVICES -
Clause
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47QSHA22DO022
Contract Number:
FIXED -PRICE (AUG 1996) (DEVIATION
I - MAY 2003)
52.247-32
F.O.B. ORIGIN, FREIGHT PREPAID
Clause
(FEB 2006)
52.247-34
F.O.B. DESTINATION (NOV 1991)
Clause
52.247-38
F.O.B. INLAND CARRIER, POINT OF
Clause
EXPORTATION (FEB 2006)
52.247-38
F.O.B. INLAND CARRIER, POINT OF
Clause
EXPORTATION (FEB 2006)
(DEVIATION I - FEB 2007)
52.247-39
F.O.B. INLAND POINT, COUNTRY OF
Clause
IMPORTATION (APR 1984)
52.247-65
F.O.B. ORIGIN, PREPAID FREIGHT -
Clause
SMALL PACKAGE SHIPMENTS (JAN
1991)
52.251-1
GOVERNMENT SUPPLY SOURCES
Clause
(APR 2012)
552.211-73
MARKING (FEB 1996)
Clause
552.211-75
PRESERVATION, PACKAGING, AND
Clause
PACKING (FEB 1996) (ALTERNATE I -
MAY 2003)
552.211-77
PACKING LIST (FEB 1996)
Clause
(ALTERNATE I - MAY 2003)
552.211-89
NON -MANUFACTURED WOOD
Clause
PACKAGING MATERIAL FOR EXPORT
(JUL 2016)
552.229-71
FEDERAL EXCISE TAX - C
Clause
GOVERNMENT (SEP 1999)
552.252-6
AUTHORIZED DEVIATIONS IN
Clause
CLAUSES (NOV 2021) (DEVIATION
FAR 52.252-6)
52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)
The Government may require continued performance of any services within the limits and at the rates
specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates
provided by the Secretary of Labor. The option provision may be exercised more than once, but the total
extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the
option by written notice to the Contractor within by written notice to the Contractor within 30 calendar days
before the contract expiration date..
52.247-38 F.o.b. Inland Carrier, Point of Exportation (FEB 2006)
(DEVIATION — FEB 2007)
(a) The term 'To.b. inland carrier, point of exportation," as used in this clause, means free of expense to
the ordering activity, on board the conveyance of the inland carrier, delivered to the specified point of
exportation.
(b) The Contractor shall—
(1) (i) Pack and mark the shipment to comply with contract specifications; or
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(ii) In the absence of specifications, prepare the shipment for ocean transportation in
conformance with carrier requirements to protect the goods and to ensure assessment of
the lowest applicable transportation charge;
(2) Prepare and distribute commercial bills of lading or other transportation receipt;
(3) (i) Deliver the shipment in good order and condition in or on the conveyance of the
carrier on the date or within the period specified; and
(ii) Pay and bear all applicable charges, including transportation costs, to the point of
delivery specified in the contract;
(4) Be responsible for any loss of and/or damage to the goods occurring before delivery of the
shipment to the point of delivery in the contract; and
(5) At the ordering activity's request and expense, assist in obtaining the documents required
for—
(i) Exportation; or
(ii) Importation at destination.
52.246-4 INSPECTION OF SERVICES —FIXED -PRICE (AUG 1996)
(DEVIATION - MAY 2003)
(a) Definition: "Services," as used in this clause, includes services performed, workmanship, and
material furnished or utilized in the performance of services.
(b) The Contractor shall provide and maintain an inspection system acceptable to the ordering activity
covering the services under this contract. Complete records of all inspection work performed by the
Contractor shall be maintained and made available to the ordering activity during contract performance
and for as long afterwards as the contract requires.
(c) The ordering activity has the right to inspect and test all services called for by the contract, to the
extent practicable at all times and places during the term of the contract. The ordering activity shall
perform inspections and tests in a manner that will not unduly delay the work.
(d) If the ordering activity performs inspections or tests on the premises of the Contractor or a
subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in
contract price, all reasonable facilities and assistance for the safe and convenient performance of these
duties.
(e) If any of the services do not conform with contract requirements, the ordering activity may require
the Contractor to perform the services again in conformity with contract requirements, at no increase in
contract amount. When the defects in services cannot be corrected by reperformance, the ordering
activity may—
(1) Require the Contractor to take necessary action to ensure that future performance conforms to
contract requirements; and
(2) Reduce the contract price to reflect the reduced value of the services performed.
(f) If the Contractor fails to promptly perform the services again or to take the necessary action to
ensure future performance in conformity with contract requirements, the ordering activity may--
(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred
by the ordering activity that is directly related to the performance of such service; or
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(2) Terminate the contract for default.
552.216-70 ECONOM C PRICE ADJUSTMENT — FSS M LTIPLE
AWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I —
SEP 1999)
Price adjustments include price increases and price decreases. Adjustments will be considered as
follows:
(a) Contractors shall submit price decreases anytime during the contract period in which they occur.
Price decreases will be handled in accordance with the provisions of the Price Reductions clause.
(b) Contractors may request price increases to be effective on or after the first 12 months of the contract
period providing all of the following conditions are met:
(1) Increases resulting from a reissue or other modification of the Contractor's commercial
catalog/price list that was used as the basis for the contract award.
(2) No more than three increases will be considered during each succeeding 12-month period of
the contract. (For succeeding contract periods of less than 12 months, up to three increases will be
considered subject to the other conditions of this subparagraph (b)).
(3) Increases are requested before the last 60 days of the contract period
(4) At least 30 days elapse between requested increases.
(c) In any contract period during which price increases will be considered, the aggregate of the
increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent of the contract
unit price in effect at the end of the preceding 12-month period. The Government reserves the right to
raise the ceiling when market conditions during the contract period support such a change.
(d) The following material shall be submitted with the request for a price increase:
(1) A copy of the commercial catalog/price list showing the price increase and the effective date
for commercial customers.
(2) Commercial Sales Practices Format regarding the Contractor's commercial pricing practice
relating to the reissued or modified catalog/price list, or a certification that no change has
occurred in the data since completion of the initial negotiation or a subsequent submission.
(3) Documentation supporting the reasonableness of the price increase.
(e) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), and (d) of
this clause are satisfied;
(2) Negotiate more favorable discounts from the new commercial prices when the total increase
requested is not supported; or,
(3) Remove the product(s) from contract involved pursuant to the Cancellation clause of this
contract, when the increase requested is not supported.
(f) The increased contract prices shall apply to delivery orders issued to the Contractor on or after the
effective date of the contract modification.
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Note: Regulation 552.216-70
The EPA Ceiling Limit for this clause is hereby established as 4% for the Human Capital
Category, 5% for the Professional Services Category, 5% for the Travel Category and 10%
for all other Large Categories.
NOTE: This clause does not apply to contracts participating in the Transactional Data
Reporting (TDR) Pilot. Please refer to clause 552.216-70 Deviation II.
52.223-9 ESTIMATE OF PERCENTAGE OF RECOVERED
MATERIAL CONTENT FOR EPA -DESIGNATED ITEMS
(MAY 2008)
(a) Definitions. As used in this clause#
Postconsumer material means a material or finished product that has served its intended use and
has been discarded for disposal or recovery, having completed its life as a consumer item.
Postconsumer material is a part of the broader category of "recovered material."
Recovered material means waste materials and by-products recovered or diverted from solid
waste, but the term does not include those materials and by-products generated from, and commonly
reused within, an original manufacturing process.
(b) The Contractor, on completion of this contract, shall#
(1) Estimate the percentage of the total recovered material content for EPA -designated item(s)
delivered and/or used in contract performance, including, if applicable, the percentage of
post -consumer material content; and
(2) Submit this estimate to X.
552.246-71 SOURCE INSPECTION BY GOVERNMENT (JUN 2009)
(a) Inspection by Government personnel.
(1) Supplies to be furnished under this contract will be inspected at source by the Government
before shipment from the manufacturing plant or other facility designated by the Contractor,
unless the Contractor is otherwise notified in writing by the Contracting Officer or a designated
representative. Notwithstanding the foregoing, the Government may perform any or all tests
contained in the contract specifications at a Government facility without prior written notice by
the Contracting Officer before release of the supplies for shipment. Samples sent to a
Government testing facility will be disposed of as follows: Samples from an accepted lot, not
damaged in the testing process, will be returned promptly to the Contractor after completion of
tests. Samples damaged in the testing process will be disposed of as requested by the Contractor.
Samples ftom a rejected lot will be returned to the Contractor or disposed of in a time and manner
agreeable to both the Contractor and the Government.
(2) Government inspection responsibility will be assigned to the GSA quality assurance office
which has jurisdiction over the State in which the Contractor's or subcontractor's plant or other
designated point for inspection is located. The Contractor shall notify or arrange for
subcontractors to notify the designated GSA quality assurance office 7 workdays before the date
when supplies will be ready for inspection. Shipment shall not be made until after inspection by
the Government is completed and shipment is authorized by the Government..
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(b) Insnection and receiving renorts. For each shipment, the Contractor shall be responsible for
preparation and distribution of inspection documents as follows:
(1) DD Form 250, Material Inspection and Receiving Report, or computer formatted equivalent
for deliveries to military agencies; or
(2) GSA Form 308, Notice of Inspection for deliveries to GSA or other civilian agencies. When
required, the Contractor will be furnished a supply of GSA Form 308 and/or DD Form 250, and
complete instructions for their preparation and distribution.
(c) Insnection facilities
(1) The inspection system required to be maintained by the Contractor in accordance with FAR
52.246-2, Inspection of Supplies —Fixed Price, may be the Contractor's own facilities or any
other facilities acceptable to the Government. These facilities shall be utilized to perform all
inspections and tests of materials and components before incorporation into end articles, and for
the inspection of such end articles before shipment. The Government reserves the right to
evaluate the acceptability and effectiveness of the Contractor's inspection system before award
and periodically during the contract period
(2) Offerors are required to specify, in the spaces provided elsewhere in the solicitation, the name
and address of each manufacturing plant or other facility where supplies will be available for
inspection, indicating the item number(s) to which each applies..
(3) The Contractor shall deliver the items specified in this contract from a plant or warehouse
located within the United States (including Puerto Rico and the U.S. Virgin Islands) that is
equipped to perform all inspections and tests required by this contract or specifications to
evidence conformance therewith, or shall arrange with a testing laboratory or other facility in the
United States, acceptable to the Government, to perform the required inspections and tests
(d) Availability of records.
(1) In addition to any other requirement of this contract, the Contractor shall maintain records
showing the following information for each order received under the contract:
(i) Order number;
(ii) Date order received by the Contractor;
(iii) Quantity ordered;
(iv) Date scheduled into production;
(v) Batch or lot number, if applicable;
(vi) Date inspected and/or tested;
(vii) Date available for shipment;
(viii) Date shipped or date service completed; and
(ix) National Stock Number (NSN), or if none is provided in the contract, the applicable
item number or other contractual identification.
(2) These records should be maintained at the point of source inspection and shall be available to
the Contracting Officer, or an authorized representative, for
(i) 3 years after final payment; or
(ii) 4 years from the end of the Contractor's fiscal year in which the record was created,
whichever period expires first.
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(e) Additional cost for inspection and testine. The Contractor will be charged for any additional cost for
inspecting/testing or reinspection/ retesting supplies for the reasons stated in paragraph (e) of FAR
52.246-2, Inspection of Supplies --Fixed Price. When inspection or testing is performed by or under the
direction of GSA, charges will be at the rate of $ownerinsertl per man-hour or fraction thereof if the
inspection is at a GSA distribution center; $ownerinsert2 per man-hour or fraction thereof, plus travel
costs incurred, if the inspection is at any other location; and $ownerInsert3 per man-hour or fraction
thereof for laboratory testing, except that when a testing facility other than a GSA laboratory performs
all or part of the required tests, the Contractor shall be assessed the actual cost incurred by the
Government as a result of testing at such facility. When inspection is performed by or under the
direction of any agency other than GSA, the charges indicated above may be used, or the agency may
assess the actual cost of performing the inspection and testing.
(f) Resnonsibility for rejected supplies. When the Contractor fails to remove or provide instructions for
the removal of rejected supplies under FAR 52.246-2(h) pursuant to the Contracting Officer's
instructions, the Contractor shall be liable for all costs incurred by the Government in taking such
measures as are expedient to avoid unnecessary loss to the Contractor. In addition to the remedies
provided in FAR 52.246-2, supplies may be--
(1) Stored for the Contractor's account;
(2) Reshipped to the Contractor at its expense (any additional expense incurred by the
Government or the freight carrier caused by the refusal of the Contractor to accept their return
also shall be for the Contractor's account); or
(3) Sold to the highest bidder on the open market and the proceeds applied against the
accumulated storage and other costs, including the cost of the sale.
*The rates to be inserted are established by the Commissioner of the Federal Acquisition Service
or a designee.
552.246-78 INSPECTION AT DESTINATION (JUL 2009)
Inspection of all purchases under this contract will be made at destination by an authorized Government
representative.
52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT
(MAR 2000)
(a) The Government may extend the term of this contract by written notice to the Contractor within To
be determined at the task order level; provided that the Government gives the Contractor a preliminary
written notice of its intent to extend at least To be determined at the task order level days before the
contract expires. The preliminary notice does not commit the Government to an extension.
(b) If the Government exercises this option, the extended contract shall be considered to include this
option clause.
(c) The total duration of this contract, including the exercise of any options under this clause, shall not
exceed To be determined at the task order level (months) (years).
52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE
NATIONAL LABOR RELATIONS ACT (DEC 2010)
(a) During the term of this contract, the Contractor shall post an employee notice, of such size and in
such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places
in and about its plants and offices where employees covered by the National Labor Relations Act
engage in activities relating to the performance of the contract, including all places where notices to
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employees are customarily posted both physically and electronically, in the languages employees speak,
in accordance with 29 CFR 471.2(d) and (f).
(1) Physical posting of the employee notice shall be in conspicuous places in and about the
Contractor's plants and offices so that the notice is prominent and readily seen by employees who
are covered by the National Labor Relations Act and engage in activities related to the
performance of the contract.
(2) If the Contractor customarily posts notices to employees electronically, then the Contractor
shall also post the required notice electronically by displaying prominently, on any Web site that
is maintained by the Contractor and is customarily used for notices to employees about terms and
conditions of employment, a link to the Department of Labor's Web site that contains the full text
of the poster. The link to the Department's Web site, as referenced in (b)(3) of this section, must
read, "Important Notice about Employee Rights to Organize and Bargain Collectively with Their
Employers."
(b) This required employee notice, printed by the Department of Labor, may be —
(1) Obtained from the Division of Interpretations and Standards, Office of Labor -Management
Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609,
Washington, DC 20210, (202) 693-0123, or from any field office of the Office of
Labor -Management Standards or Office of Federal Contract Compliance Programs;
(2) Provided by the Federal contracting agency if requested;
(3) Downloaded from the Office of Labor- Management Standards Web site at
httn://www.dol.eov/olms/rees/comnliance/EO13496.httn: or
(4) Reproduced and used as exact duplicate copies of the Department of Labor's official poster.
(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart
A, 29 CFR Part 471.
(d) The Contractor shall comply with all provisions of the employee notice and related rules,
regulations, and orders of the Secretary of Labor.
(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a)
through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the
Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9_4. Such
other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements
Executive Order 13496 or as otherwise provided by law.
(f) Subcontracts.
(1) The Contractor shall include the substance of this clause, including this paragraph (f), in every
subcontract that exceeds $10,000 and will be performed wholly or partially in the United States,
unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to
section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding
upon each subcontractor.
(2) The Contractor shall not procure supplies or services in a way designed to avoid the
applicability of Executive Order 13496 or this clause.
(3) The Contractor shall take such action with respect to any such subcontract as may be directed
by the Secretary of Labor as a means of enforcing such provisions, including the imposition of
sanctions for noncompliance.
(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is
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threatened with such involvement, as a result of such direction, the Contractor may request the
United States, through the Secretary of Labor, to enter into such litigation to protect the interests
of the United States.
52.204-9 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.
52.204-4 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.
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52.223-5 POLLUTION PREVENTION AND RIGHT -TO -KNOW
INFORMATION (MAY 2011)
(a) Definitions. As used in this clause —
Toxic chemical means a chemical or chemical category listed in 40 CFR 372.65.
(b) Federal facilities are required to comply with the provisions of the Emergency Planning and
Community Right -to -Know Act of 1986 (EPCRA) (42 U.S.C. 11001-110501. and the Pollution
Prevention Act of 1990 (PPA) (42 U.S.C. 13101-13109).
(c) The Contractor shall provide all information needed by the Federal facility to comply with the
following:
(1) The emergency planning reporting requirements of Section 302 of EPCRA.
(2) The emergency notice requirements of Section 304 of EPCRA.
(3) The list of Material Safety Data Sheets, required by Section 311 of EPCRA.
(4) The emergency and hazardous chemical inventory forms of Section 312 of EPCRA.
(5) The toxic chemical release inventory of Section 313 of EPCRA, which includes the reduction
and recycling information required by Section 6607 of PPA.
(6) The toxic chemical and hazardous substance release and use reduction goals of section 2(e) of
Executive Order 13423 and of Executive Order 13514.
52.223-10 WASTE REDUCTION PROGRAM (MAY 2011)
(a) Definitions. As used in this clause —
Recycling means the series of activities, including collection, separation, and processing, by which
products or other materials are recovered from the solid waste stream for use in the form of raw
materials in the manufacture of products other than fuel for producing heat or power by combustion
Waste prevention means any change in the design, manufacturing, purchase, or use of materials or
products (including packaging) to reduce their amount or toxicity before they are discarded. Waste
prevention also refers to the reuse of products or materials.
Waste reduction means preventing or decreasing the amount of waste being generated through waste
prevention, recycling, or purchasing recycled and environmentally preferable products.
(b) Consistent with the requirements of section 3(e) of Executive Order 13423, the Contractor shall
establish a program to promote cost-effective waste reduction in all operations and facilities covered by
this contract. The Contractor's programs shall comply with applicable Federal, State, and local
requirements, specifically including Section 6002 of the Resource Conservation and Recovery Act
(42 U.S.C. 6962, et seq.) and implementing regulations (40 CFR part 247).
52.223-19 COMPLIANCE WITH ENVIRONMENTAL
MANAGEMENT SYSTEMS (MAY 2011)
The Contractor's work under this contract shall conform with all operational controls identified in the
applicable agency or facility Environmental Management Systems and provide monitoring and measurement
information necessary for the Government to address environmental performance relative to the goals of the
Environmental Management Systems.
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52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET -ASIDE
(NOV 2011) (ALTERNATE II — NOV 2011)
(a) Definition.
"Small business concern," as used in this clause, means a concern, including its affiliates, that is
independently owned and operated, not dominant in the field of operation in which it is bidding on
Government contracts, and qualified as a small business under the size standards in this solicitation.
(b) Applicability. This clause applies only to —
(1) Contracts that have been totally set aside or reserved for small business concerns; and
(2) Orders set aside for small business concerns under multiple -award contracts as described in
8.405-5 and 16.505(b)(2)(i)(F).
(c) General.
(1) Offers are solicited only from small business concerns and Federal Prison Industries, Inc.
(FPI). Offers received from concerns that are not small business concerns or FPI shall be
considered nonresponsive and will be rejected.
(2) Any award resulting from this solicitation will be made to either a small business concern or
FPI.
(d) Agreement.
A small business concern submitting an offer in its own name shall furnish, in performing the contract,
only end items manufactured or produced by small business concerns in the United States or its
outlying areas. If this procurement is processed under simplified acquisition procedures and the total
amount of this contract does not exceed $25,000, a small business concern may furnish the product of
any domestic firm. This paragraph does not apply to construction or service contracts.
52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN
TEXT MESSAGING WHILE DRIVING (AUG 2011)
(a) Definitions. As used in this clause —
"Driving" —
(1) Means operating a motor vehicle on an active roadway with the motor running, including
while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.
(2) Does not include operating a motor vehicle with or without the motor running when one has
pulled over to the side of, or off, an active roadway and has halted in a location where one can
safely remain stationary.
"Text messaging" means reading from or entering data into any handheld or other electronic device,
including for the purpose of short message service texting, e-mailing, instant messaging, obtaining
navigational information, or engaging in any other form of electronic data retrieval or electronic data
communication. The term does not include glancing at or listening to a navigational device that is
secured in a commercially designed holder affixed to the vehicle, provided that the destination and
route are programmed into the device either before driving or while stopped in a location off the
roadway where it is safe and legal to park.
(b) This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging
while Driving, dated October 1, 2009.
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(c) The Contractor should —
(1) Adopt and enforce policies that ban text messaging while driving —
(i) Company -owned or -rented vehicles or Government -owned vehicles; or
(ii) Privately -owned vehicles when on official Government business or when performing
any work for or on behalf of the Government.
(2) Conduct initiatives in a manner commensurate with the size of the business, such as —
(i) Establishment of new rules and programs or re-evaluation of existing programs to
prohibit text messaging while driving; and
(ii) Education, awareness, and other outreach to employees about the safety risks
associated with texting while driving.
(d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d),
in all subcontracts that exceed the micro -purchase threshold.
52.251-1 GOVERNMENT SUPPLY SOURCES (APR 2012)
The Contracting Officer may issue the Contractor an authorization to use Government supply sources in the
performance of this contract. Title to all property acquired by the Contractor under such an authorization shall
vest in the Government unless otherwise specified in the contract. The provisions of the clause at FAR
52.245-1, Government Property, apply to all property acquired under such authorization.
52.245-9 USE AND CHARGES (APR 2012)
(a) Definitions. Definitions applicable to this contract are provided in the clause at 52.245-1,
Government Property. Additional definitions as used in this clause include:
"Rental period" means the calendar period during which Government property is made available for
nongovernmental purposes.
"Rental time" means the number of hours, to the nearest whole hour, rented property is actually used
for nongovernmental purposes. It includes time to set up the property for such purposes, perform
required maintenance, and restore the property to its condition prior to rental (less normal wear and
tear).
(b) Use of Government property. The Contractor may use the Government property without charge in
the performance of —
(1) Contracts with the Government that specifically authorize such use without charge;
(2) Subcontracts of any tier under Government prime contracts if the Contracting Officer having
cognizance of the prime contract —
(i) Approves a subcontract specifically authorizing such use; or
(ii) Otherwise authorizes such use in writing; and
(3) Other work, if the Contracting Officer specifically authorizes in writing use without charge
for such work.
(c) Rental. If granted written permission by the Contracting Officer, or if it is specifically provided for
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in the Schedule, the Contractor may use the Government property (except material) for a rental fee for
work other than that provided in paragraph (b) of this clause. Authorizing such use of the Government
property does not waive any rights of the Government to terminate the Contractor's right to use the
Government property. The rental fee shall be determined in accordance with the following paragraphs.
(d) General.
(1) Rental requests shall be submitted to the Administrative Contracting Officer (ACO), identify
the property for which rental is requested, propose a rental period, and compute an estimated
rental charge by using the Contractor's best estimate of rental time in the formulae described in
paragraph (e) of this clause.
(2) The Contractor shall not use Government property for nongovernmental purposes, including
Independent Research and Development, until a rental charge for real property, or estimated
rental charge for other property, is agreed upon. Rented property shall be used only on a
non-interference basis.
(e) Rental charge.—
(1) Real property and associated fixtures.
(i) The Contractor shall obtain, at its expense, a property appraisal from an independent
licensed, accredited, or certified appraiser that computes a monthly, daily, or hourly rental
rate for comparable commercial property. The appraisal may be used to compute rentals
under this clause throughout its effective period or, if an effective period is not stated in
the appraisal, for one year following the date the appraisal was performed. The Contractor
shall submit the appraisal to the ACO at least 30 days prior to the date the property is
needed for nongovernmental use. Except as provided in paragraph (e)(1)(iii) of this
clause, the ACO shall use the appraisal rental rate to determine a reasonable rental
charge.
(ii) Rental charges shall be determined by multiplying the rental time by the appraisal
rental rate expressed as a rate per hour. Monthly or daily appraisal rental rates shall be
divided by 720 or 24, respectively, to determine an hourly rental rate.
(iii) When the ACO believes the appraisal rental rate is unreasonable, the ACO shall
promptly notify the Contractor. The parties may agree on an alternative means for
computing a reasonable rental charge.
(iv) The Contractor shall obtain, at its expense, additional property appraisals in the same
manner as provided in paragraph (e)(1)(i) if the effective period has expired and the
Contractor desires the continued use of property for nongovernmental use. The
Contractor may obtain additional appraisals within the effective period of the current
appraisal if the market prices decrease substantially.
(2) Other Government property. The Contractor may elect to compute the rental charge using the
appraisal method described in paragraph (e)(1) of this clause subject to the constraints therein or
the following formula in which rental time shall be expressed in increments of not less than one
hour with portions of hours rounded to the next higher hour: The hourly rental charge is
calculated by multiplying 2 percent of the acquisition cost by the hours of rental time, and
dividing by 720.
(3) Alternative methodology. The Contractor may request consideration of an alternative basis for
computing the rental charge if it considers the monthly rental rate or a time -based rental
unreasonable or impractical.
(f) Rental payments.
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(1) Rent is due 60 days following completion of the rental period or as otherwise specified in the
contract. The Contractor shall compute the rental due, and furnish records or other supporting
data in sufficient detail to permit the ACO to verify the rental time and computation. Payment
shall be made by check payable to the Treasurer of the United States and sent to the contract
administration office identified in this contract, unless otherwise specified by the Contracting
Officer.
(2) Interest will be charged if payment is not made by the date specified in paragraph (f)(1) of this
clause. Interest will accrue at the "Renegotiation Board Interest Rate" (published in the Federal
Register semiannually on or about January 1 st and July 1 st) for the period in which the rent is
due.
(3) The Government's acceptance of any rental payment under this clause, in whole or in part,
shall not be construed as a waiver or relinquishment of any rights it may have against the
Contractor stemming from the Contractor's unauthorized use of Government property or any
other failure to perform this contract according to its terms.
(g) Use revocation. At any time during the rental period, the Government may revoke nongovernmental
use authorization and require the Contractor, at the Contractor's expense, to return the property to the
Government, restore the property to its pre -rental condition (less normal wear and tear), or both.
(h) Unauthorized use. The unauthorized use of Government property can subject a person to fines,
imprisonment, or both, under 18 U.S.C. 641.
52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED
PRODUCTS UNDER SERVICE AND CONSTRUCTION
CONTRACTS (SEP 2013)
(a) In the performance of this contract, the contractor shall make maximum use of biobased products
that are United States Department of Agriculture (USDA) -designated items unless —
(1) The product cannot be acquired —
(i) Competitively within a time frame providing for compliance with the contract
performance schedule;
(ii) Meeting contract performance requirements; or
(iii) At a reasonable price.
(2) The product is to be used in an application covered by a USDA categorical exemption (see 7
CFR 3201.3(e)). For example, all USDA -designated items are exempt from the preferred
procurement requirement for the following:
(i) Spacecraft system and launch support equipment.
(ii) Military equipment, i.e., a product or system designed or procured for combat or
combat -related missions.
(b) Information about this requirement and these products is available at httn://www.bionreferred. eov.
(c) In the performance of this contract, the Contractor shall —
(1) Report to the environmental point of contact identified in paragraph (d) of this clause, with a
copy to the Contracting Officer, on the product types and dollar value of any USDA -designated
biobased products purchased by the Contractor during the previous Government fiscal year,
between October 1 and September 30;
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(2) Submit this report no later than —
(i) October 31 of each year during contract performance; and
(ii) At the end of contract performance.
52.216-19 ORDER LIMITATIONS (OCT 1995)
(a) Minimum order. When the Government requires supplies or services covered by this contract in an
amount of less than TBD [insert dollar figure or quantity], the Government is not obligated to
purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.
(b) Maximum order. The Contractor is not obligated to honor —
(1) Any order for a single item in excess of See SIN Specific Information [insert dollar figure or
quantity];
(2) Any order for a combination of items in excess of See SIN Specific Information [insert dollar
figure or quantity]; or
(3) A series of orders from the same ordering office within TBD days that together call for
quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.
(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of
the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one
requirement from the Contractor if that requirement exceeds the maximum -order limitations in
paragraph (b) of this section.
(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order
exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to
the ordering office within TBD days after issuance, with written notice stating the Contractor's intent
not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government
may acquire the supplies or services from another source.
Note: Regulation 52.216-19
"Due to a system limitation, a Maximum Order value of $250,000 has been identified for
the Order -Level Materials SIN. However, as Order -Level Materials are only acquired in
direct support of an individual task or delivery order, the contractor's right to decline an
order as outlined in FAR 52.216-19 Order Limitations paragraph (b) Maximum Order shall
be based on the SINS that are the primary basis or purpose of the order, not the Maximum
Order value associated with the Order -Level Materials SIN.
Additionally, Ordering agencies are reminded that the Maximum Order value identified for
a Schedule SIN does not limit the value of an individual task or delivery order. Ordering
limitations and procedures applicable to task or delivery orders inclusive of Order -Level
Materials are outlined in GSAR 552.238-115, Special Ordering Procedures for the
Acquisition of Order -Level Materials."
52.208-9 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
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required by law to be obtained from the Committee for Purchase from People Who Are Blind or
Severely Disabled (the Committee) under the 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/GSANA distribution facilities. For mandatory supplies or
services that are not available from DLA/GSANA, 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
(2) NISH
8401 Old Courthouse Road
Vienna, VA 22182
(571)226-4660
52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL
HIRES (MAY 2014)
In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor
(29 CFR part 4), this clause identifies the classes of service employees expected to be employed under the
contract and states the wages and fringe benefits payable to each if they were employed by the contracting
agency subject to the provisions of 5 U.S.C. 5341 or 5332.
This Statement is for Information Only: It Is Not a Wage Determination
Employee Class Monetary Wage — Fringe Benefits
To be determined at the task order level To be determined at the task order level
To be determined at the task order level To be determined at the task order level
To be determined at the task order level To be determined at the task order level
52.222-49 SERVICE CONTRACT LABOR STANDARDS — PLACE
OF PERFORMANCE UNKNOWN (MAY 2014)
(a) This contract is subject to the Service Contract Labor Standards statute, and the place of
performance was unknown when the solicitation was issued. In addition to places or areas identified in
wage determinations, if any, attached to the solicitation, wage determinations have also been requested
for the following: To be determined at the task order level (insert places or areas). The Contracting
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Officer will request wage determinations for additional places or areas of performance if asked to do so
in writing by To be determined at the task order level (insert time and date).
(b) Offerors who intend to perform in a place or area of performance for which a wage determination
has not been attached or requested may nevertheless submit bids or proposals. However, a wage
determination shall be requested and incorporated in the resultant contract retroactive to the date of
contract award, and there shall be no adjustment in the contract price.
52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE
CONTRACT LABOR STANDARDS TO CONTRACTS FOR
MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN
EQUIPMENT --REQUIREMENTS (MAY 2014)
(a) The items of equipment to be serviced under this contract are used regularly for other than
Government purposes, and are sold or traded by the Contractor in substantial quantities to the general
public in the course of normal business operations.
(b) The services shall be furnished at prices which are, or are based on, established catalog or market
prices for the maintenance, calibration, or repair of equipment.
(1) An "established catalog price" is a price included in a catalog, price list, schedule, or other
form that is regularly maintained by the manufacturer or the Contractor, is either published or
otherwise available for inspection by customers, and states prices at which sales currently, or
were last, made to a significant number of buyers constituting the general public.
(2) An "established market price" is a current price, established in the usual course of trade
between buyers and sellers free to bargain, which can be substantiated from sources independent
of the manufacturer or Contractor.
(c) The compensation (wage and fringe benefits) plan for all service employees performing work under
the contract shall be the same as that used for these employees and for equivalent employees servicing
the same equipment of commercial customers.
(d) The Contractor is responsible for compliance with all the conditions of this exemption by its
subcontractors. The Contractor shall determine the applicability of this exemption to any subcontract on
or before subcontract award. In making a judgment that the exemption applies, the Contractor shall
consider all factors and make an affirmative determination that all of the conditions in paragraphs (a)
through (c) of this clause will be met.
(e) If the Department of Labor determines that any conditions for exemption in paragraphs (a) through
(c) of this clause have not been met, the exemption shall be deemed inapplicable, and the contract shall
become subject to the Service Contract Labor Standards statute. In such case, the procedures at 29 CFR
4.123(e)(1)(iv) and 29 CFR 4.5(c) will be followed
(f) The Contractor shall include the substance of this clause, including this paragraph (f), in
subcontracts for exempt services under this contract.
52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE
CONTRACT LABOR STANDARDS TO CONTRACTS FOR
CERTAIN SERVICES --REQUIREMENTS (MAY 2014)
(a) The services under this contract are offered and sold regularly to non -Governmental customers, and
are provided by the Contractor to the general public in substantial quantities in the course of normal
business operations.
(b) The contract services are furnished at prices that are, or are based on, established catalog or market
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prices. An "established catalog price" is a price included in a catalog, price list, schedule, or other form
that is regularly maintained by the manufacturer or the Contractor, is either published or otherwise
available for inspection by customers, and states prices at which sales currently, or were last, made to a
significant number of buyers constituting the general public. An "established market price" is a current
price, established in the usual course of ordinary and usual trade between buyers and sellers free to
bargain, which can be substantiated from sources independent of the manufacturer or Contractor.
(c) Each service employee who will perform the services under the contract will spend only a small
portion of his or her time (a monthly average of less than 20 percent of the available hours on an
annualized basis, or less than 20 percent of available hours during the contract period if the contract
period is less than a month) servicing the Government contract.
(d) The Contractor uses the same compensation (wage and fringe benefits) plan for all service
employees performing work under the contract as the Contractor uses for these employees and for
equivalent employees servicing commercial customers.
(e) (1) Except for services identified in FAR 22.1003-4(d)(1)(iv), the subcontractor for exempt
services shall be selected for award based on other factors in addition to price or cost with the
combination of other factors at least as important as price or cost; or
(2) A subcontract for exempt services shall be awarded on a sole source basis.
(f) The Contractor is responsible for compliance with all the conditions of this exemption by its
subcontractors. The Contractor shall determine in advance, based on the nature of the subcontract
requirements and knowledge of the practices of likely subcontractors, that all or nearly all likely
subcontractors will meet the conditions in paragraphs (a) through (d) of this clause. If the services are
currently being performed under a subcontract, the Contractor shall consider the practices of the
existing subcontractor in making a determination regarding the conditions in paragraphs (a) through (d)
of this clause. If the Contractor has reason to doubt the validity of the certification, the requirements of
the Service Contract Labor Standards statute shall be included in the subcontract.
(g) If the Department of Labor determines that any conditions for exemption at paragraphs (a) through
(e) of this clause have not been met, the exemption shall be deemed inapplicable, and the contract shall
become subject to the Service Contract Labor Standards statute. In such case, the procedures in at 29
CFR 4.123(e)(2)(iii) and 29 CFR 4.5(c) will be followed.
(h) The Contractor shall include the substance of this clause, including this paragraph (h), in
subcontracts for exempt services under this contract.
52.227-14 RIGHTS IN DATA --GENERAL (MAY 2014)
(a) Definitions. As used in this clause —
"Computer database" or "database" means a collection of recorded information in a form capable of,
and for the purpose of, being stored in, processed, and operated on by a computer. The term does not
include computer software.
"Computer software" —
(1) Means
(i) Computer programs that comprise a series of instructions, rules, routines, or
statements, regardless of the media in which recorded, that allow or cause a computer to
perform a specific operation or series of operations; and
(ii) Recorded information comprising source code listings, design details, algorithms,
processes, flow charts, formulas, and related material that would enable the computer
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program to be produced, created, or compiled.
(2) Does not include computer databases or computer software documentation.
"Computer software documentation" means owner's manuals, user's manuals, installation instructions,
operating instructions, and other similar items, regardless of storage medium, that explain the
capabilities of the computer software or provide instructions for using the software.
"Data" means recorded information, regardless of form or the media on which it may be recorded. The
term includes technical data and computer software. The term does not include information incidental
to contract administration, such as financial, administrative, cost or pricing, or management
information.
"Form, fit, and function data" means data relating to items, components, or processes that are sufficient
to enable physical and functional interchangeability, and data identifying source, size, configuration,
mating and attachment characteristics, functional characteristics, and performance requirements. For
computer software it means data identifying source, functional characteristics, and performance
requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts
of the software.
"Limited rights" means the rights of the Government in limited rights data as set forth in the Limited
Rights Notice of paragraph (g)(3) if included in this clause.
"Limited rights data" means data, other than computer software, that embody trade secrets or are
commercial or financial and confidential or privileged, to the extent that such data pertain to items,
components, or processes developed at private expense, including minor modifications.
"Restricted computer software" means computer software developed at private expense and that is a
trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer
software, including minor modifications of the computer software.
"Restricted rights" as used in this clause, means the rights of the Government in restricted computer
software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as
otherwise may be provided in a collateral agreement incorporated in and made part of this contract,
including minor modifications of such computer software.
"Technical data" means recorded information (regardless of the form or method of the recording) of a
scientific or technical nature (including computer databases and computer software documentation).
This term does not include computer software or financial, administrative, cost or pricing, or
management data or other information incidental to contract administration. The term includes recorded
information of a scientific or technical nature that is included in computer databases (See 41 U.S.C.
116).
"Unlimited rights" means the rights of the Government to use, disclose, reproduce, prepare derivative
works, distribute ci*es to the public, and perform publicly and display publicly, in any nner and for
any purpose, and to have or permit others to do so.
(b) Allocation of rights.
(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights
in--
(i) Data first produced in the performance of this contract;
(ii) Form, fit, and function data delivered under this contract;
(iii) Data delivered under this contract (except for restricted computer software) that
constitute manuals or instructional and training material for installation, operation, or
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routine maintenance and repair of items, components, or processes delivered or furnished
for use under this contract; and
(iv) All other data delivered under this contract unless provided otherwise for limited
rights data or restricted computer software in accordance with paragraph (g) of this
clause.
(2) The Contractor shall have the right to--
(i) Assert copyright in data first produced in the performance of this contract to the extent
provided in paragraph (c)(1) of this clause;
(ii) Use, release to others, reproduce, distribute, or publish any data first produced or
specifically used by the Contractor in the performance of this contract, unless provided
otherwise in paragraph (d) of this clause;
(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright
notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of
this clause; and
(iv) Protect from unauthorized disclosure and use those data that are limited rights data or
restricted computer software to the extent provided in paragraph (g) of this clause.
(c) Copyright--
(1) Data first produced in the performance of this contract.
(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without
prior approval of the Contracting Officer, assert copyright in scientific and technical
articles based on or containing data first produced in the performance of this contract and
published in academic, technical or professional journals, symposia proceedings, or
similar works. The prior, express written permission of the Contracting Officer is
required to assert copyright in all other data first produced in the performance of this
contract.
(ii) When authorized to assert copyright to the data, the Contractor shall affix the
applicable copyright notices of 17 U.S.C. 401 or 402. and an acknowledgment of
Government sponsorship (including contract number).
(iii) For data other than computer software, the Contractor grants to the Government, and
others acting on its behalf, a paid -up, nonexclusive, irrevocable, worldwide license in
such copyrighted data to reproduce, prepare derivative works, distribute copies to the
public, and perform publicly and display publicly by or on behalf of the Government. For
computer software, the Contractor grants to the Government, and others acting on its
behalf, a paid -up, nonexclusive, irrevocable, worldwide license in such copyrighted
computer software to reproduce, prepare derivative works, and perform publicly and
display publicly (but not to distribute copies to the public) by or on behalf of the
Government.
(2) Data not first produced in the performance of this contract. The Contractor shall not, without
the prior written permission of the Contracting Officer, incorporate in data delivered under this
contract any data not first produced in the performance of this contract unless the Contractor—
(i) Identifies the data; and
(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set
forth in paragraph (c)(1) of this clause or, if such data are restricted computer software,
the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this
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clause (if included in this contract) or as otherwise provided in a collateral agreement
incorporated in or made part of this contract.
(3) Removal of copyright notices. The Government will not remove any authorized copyright
notices placed on data pursuant to this paragraph (c), and will include such notices on all
reproductions of the data.
(d) Release, publication, and use of data. The Contractor shall have the right to use, release to others,
reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the
performance of this contract, except—
(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or
regulations);
(2) As expressly set forth in this contract; or
(3) If the Contractor receives or is given access to data necessary for the performance of this
contract that contain restrictive markings, the Contractor shall treat the data in accordance with
such markings unless specifically authorized otherwise in writing by the Contracting Officer.
(e) Unauthorized marking of data.
(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if
any data delivered under this contract are marked with the notices specified in paragraph (g) (3)
or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the
data bears any other restrictive or limiting markings not authorized by this contract, the
Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore
the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to
canceling or ignoring the markings.
(i) The Contracting Officer will make written inquiry to the Contractor affording the
Contractor 60 days from receipt of the inquiry to provide written justification to
substantiate the propriety of the markings;
(ii) If the Contractor fails to respond or fails to provide written justification to substantiate
the propriety of the markings within the 60-day period (or a longer time approved in
writing by the Contracting Officer for good cause shown), the Government shall have the
right to cancel or ignore the markings at any time after said period and the data will no
longer be made subject to any disclosure prohibitions.
(iii) If the Contractor provides written justification to substantiate the propriety of the
markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting
Officer will consider such written justification and determine whether or not the markings
are to be cancelled or ignored. If the Contracting Officer determines that the markings are
authorized, the Contractor will be so notified in writing. If the Contracting Officer
determines, with concurrence of the head of the contracting activity, that the markings are
not authorized, the Contracting Officer will furnish the Contractor a written
determination, which determination will become the final agency decision regarding the
appropriateness of the markings unless the Contractor files suit in a court of competent
jurisdiction within 90 days of receipt of the Contracting Officer's decision. The
Government will continue to abide by the markings under this paragraph (e)(1)(iii) until
final resolution of the matter either by the Contracting Officer's determination becoming
final (in which instance the Government will thereafter have the right to cancel or ignore
the markings at any time and the data will no longer be made subject to any disclosure
prohibitions), or by final disposition of the matter by court decision if suit is filed.
(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified
in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C.
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552) if necessary to respond to a request thereunder.
(3) Except to the extent the Government's action occurs as the result of final disposition of the
matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of
the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may
arise as the result of the Government removing or ignoring authorized markings on data delivered
under this contract.
(f) Omitted or incorrect markings.
(1) Data delivered to the Government without any restrictive markings shall be deemed to have
been furnished with unlimited rights. The Government is not liable for the disclosure, use, or
reproduction of such data.
(2) If the unmarked data has not been disclosed without restriction outside the Government, the
Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in
writing for good cause shown) after delivery of the data, permission to have authorized notices
placed on the data at the Contractor's expense. The Contracting Officer may agree to do so if the
Contractor—
(i) Identifies the data to which the omitted notice is to be applied;
(ii) Demonstrates that the omission of the notice was inadvertent;
(iii) Establishes that the proposed notice is authorized; and
(iv) Acknowledges that the Government has no liability for the disclosure, use, or
reproduction of any data made prior to the addition of the notice or resulting from the
omission of the notice.
(3) If data has been marked with an incorrect notice, the Contracting Officer may--
(i) Permit correction of the notice at the Contractor's expense if the Contractor identifies
the data and demonstrates that the correct notice is authorized; or
(ii) Correct any incorrect notices.
(g) Protection of limited rights data and restricted computer software.
(1) The Contractor may withhold from delivery qualifying limited rights data or restricted
computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause.
As a condition to this withholding, the Contractor shall--
(i) Identify the data being withheld; and
(ii) Furnish form, fit, and function data instead.
(2) Limited rights data that are formatted as a computer database for delivery to the Government
shall be treated as limited rights data and not restricted computer software.
(3) [Reserved]
(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein
necessary to fulfill the Contractor's obligations to the Government under this contract. If a
subcontractor refuses to accept terms affording the Government those rights, the Contractor shall
promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award
without authorization in writing from the Contracting Officer.
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(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the
Government under any patent or be construed as affecting the scope of any license or other right
otherwise granted to the Government.
52.232-17 INTEREST (MAY 2014) (DEVIATION — MAY 2003)
(a) Except as otherwise provided in this contract under a Price Reduction for Defective Certified Cost
or Pricing Data clause or a Cost Accounting Standards clause, all amounts that become payable by the
Contractor to the ordering activity under this contract (net of any applicable tax credit under the Internal
Revenue Code (26 U.S.C. 1481)) shall bear simple interest from the date due until paid unless paid
within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary
of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount
becomes due, as provided in paragraph (b) of this clause, and then at the rate applicable for each
six-month period as fixed by the Secretary until the amount is paid.
(b) Amounts shall be due at the earliest of the following dates:
(1) The date fixed under this contract
(2) The date of the first written demand for payment consistent with this contract, including any
demand resulting from a default termination.
(3) The date the ordering activity transmits to the Contractor a proposed supplemental agreement
to confirm completed negotiations establishing the amount of debt.
(4) If this contract provides for revision of prices, the date of written notice to the Contractor
stating the amount of refund payable in connection with a pricing proposal or a negotiated pricing
agreement not confirmed by contract modification.
(c) The interest charge made under this clause may be reduced under the procedures prescribed in
32.614-2 of the Federal Acquisition Regulation in effect on the date of this contract.
52.232-36 PAYMENT BY THIRD PARTY (MAY 2014)
(a) General.
(1) Except as provided in paragraph (a)(2) of this clause, the Contractor agrees to accept
payments due under this contract, through payment by a third parry in lieu of payment directly
from the Government, in accordance with the terms of this clause. The third party and, if
applicable, the particular Governmentwide commercial purchase card to be used are identified
elsewhere in this contract.
(2) The Governmentwide commercial purchase card is not authorized as a method of payment
during any period the System for Award Management (SAM) indicates that the Contractor has
delinquent debt that is subject to collection under the Treasury Offset Program (TOP).
Information on TOP is available at http://fms.treas.gov/debt/ index.html. If the SAM
subsequently indicates that the Contractor no longer has delinquent debt, the Contractor may
request the Contracting Officer to authorize payment by Governmentwide commercial purchase
card.
(b) Contractor payment request.
(1) Except as provided in paragraph (b)(2) of this clause, the Contractor shall make payment
requests through a charge to the Government account with the third party, at the time and for the
amount due in accordance with those clauses of this contract that authorize the Contractor to
submit invoices, contract financing requests, other payment requests, or as provided in other
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clauses providing for payment to the Contractor.
(2) When the Contracting Officer has notified the Contractor that the Governmentwide
commercial purchase card is no longer an authorized method of payment, the Contractor shall
make such payment requests in accordance with instructions provided by the Contracting Officer
during the period when the purchase card is not authorized.
(c) Payment. The Contractor and the third parry shall agree that payments due under this contract shall
be made upon submittal of payment requests to the third party in accordance with the terns and
conditions of an agreement between the Contractor, the Contractor's financial agent (if any), and the
third party and its agents (if any). No payment shall be due the Contractor until such agreement is
made. Payments made or due by the third party under this clause are not payments made by the
Government and are not subject to the Prompt Payment Act or any implementation thereof in this
contract.
(d) Documentation. Documentation of each charge against the Government's account shall be provided
to the Contracting Officer upon request.
(e) Assignment of claims. Notwithstanding any other provision of this contract, if any payment is made
under this clause, then no payment under this contract shall be assigned under the provisions of the
assignment of claims terms of this contract or the Assignment of Claims Act of 1940 (31 U.S.C. 3727.
41 U.S.C. 6305).
(f) Other payment terms. The other payment terms of this contract shall govern the content and
submission of payment requests. If any clause requires information or documents in or with the
payment request, that is not provided in the third party agreement referenced in paragraph (c) of this
clause, the Contractor shall obtain instructions from the Contracting Officer before submitting such a
payment request.
52.233-1 DISPUTES (MAY 2014)
(a) This contract is subject to 41 U.S.0 chapter 71. Contract Disputes.
(b) Except as provided in 41 U.S.0 chanter 71, all disputes arising under or relating to this contract
shall be resolved under this clause.
(c) "Claim as used in this clause, means a written demand or written assertion by one of the contracting
parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or
interpretation of contract terms, or other relief arising under or relating to this contract. However, a
written demand or written assertion by the Contractor seeking the payment of money exceeding
$100,000 is not a claim under 41 U.S.0 chanter 71 until certified. A voucher, invoice, or other routine
request for payment that is not in dispute when submitted is not a claim under 41 TT, S.0 chanter 71. The
submission may be converted to a claim under 41 U.S.0 chanter 71, by complying with the submission
and certification requirements of this clause, if it is disputed either as to liability or amount or is not
acted upon in a reasonable time.
(d) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this
contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a
written decision. A claim by the Government against the Contractor shall be subject to a written
decision by the Contracting Officer.
(2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this
clause when submitting any claim exceeding $100,000.
(ii) The certification requirement does not apply to issues in controversy that have not
been submitted as all or part of a claim.
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(iii) The certification shall state as follows: "I certify that the claim is made in good faith;
that the supporting data are accurate and complete to the best of my knowledge and
belief; that the amount requested accurately reflects the contract adjustment for which the
Contractor believes the Government is liable; and that I am authorized to certify the claim
on behalf of the Contractor."
(3) The certification may be executed by any person authorized to bind the Contractor with
respect to the claim.
(e) For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the
Contractor, render a decision within 60 days of the request. For Contractor -certified claims over
$50,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the
date by which the decision will be made.
(f) The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit as
provided in 41 U.S.0 chanter 71.
(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government
is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute
resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the
Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer.
(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the
Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise
would be due, if that date is later, until the date of payment. With regard to claims having defective
certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer
initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of
the Treasury as provided in the Act, which is applicable to the period during which the Contracting
Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the
Treasury Secretary during the pendency of the claim.
(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of
any request for relief, claim, appeal, or action arising under the contract, and comply with any decision
of the Contracting Officer.
I-FSS-969 ECONOMIC PRICE ADJUSTMENT—FSS MULTIPLE AWARD
SCHEDULE (OCT 2014)
Price adjustments include price increases and price decreases. Adjustments will be considered as
follows:
(a) Contractors shall submit price decreases anytime during the contract period in which they occur.
Price decreases will be handled in accordance with the provisions of the Price Reduction Clause.
(b) There are two types of economic price adjustments (EPAs) possible under the Multiple Award
Schedules (MAS) program for contracts not based on commercial catalogs or price lists as described
below. Price adjustments may be effective on or after the first 12 months of the contract period on the
following basis:
(1) Adjustments based on escalation rates negotiated prior to contract award. Normally, when
escalation rates are negotiated, they result in a fixed price for the term of the contract. No separate
contract modification will be provided when increases are based on negotiated escalation rates.
Price increases will be effective on the 12-month anniversary date of the contract effective date,
subject to paragraph (f), below.
(2) Adjustments based on an agreed -upon market indicator prior to award. The market indicator,
as used in this clause, means the originally released public index, public survey or other public,
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based market indicator. The market indicator shall be the originally released index, survey or
market indicator, not seasonally adjusted, published by the [to be negotiated], and made available
at [to be identified]. Any price adjustment shall be based on the percentage change in the
designated (i.e. indicator identification and date) market indicator from the initial award to the
latest available as of the anniversary date of the contract effective date, subject to paragraph (e),
below. If the market indicator is discontinued or deemed no longer available or reliable by the
Government, the Government and the Contractor will mutually agree to a substitute. The contract
modification reflecting the price adjustment will be effective upon approval by the Contracting
Officer, subject to paragraph (g), below. The adjusted prices shall apply to orders issued to the
Contractor on or after the effective date of the contract modification.
(c) Nothwithstanding the two economic price adjustments discussed above, the Government recognizes
the potential impact of unforeseeable major changes in market conditions. For those cases where such
changes do occur, the contracting officer will review requests to make adjustments, subject to the
Government's examination of industry -wide market conditions and the conditions in paragraph (d) and
(e), below. If adjustments are accepted, the contract will be modified accordingly. The determination
of whether or not extra -ordinary circumstances exist rests with the contracting officer. The
determination of an appropriate mechanism of adjustment will be subject to negotiations.
(d) Conditions of Price change requests under paragraphs b(2) and c above.:
(1) No more than three increases will be considered during each succeeding 12-month period of
the contract. (For succeeding contract periods of less than 12 months, up to three increases will be
considered subject to the other conditions of subparagraph (b)).
(2) Increases are requested before the last 60 days of the contract period, including options.
(3) At least 30 days elapse between requested increases.
(4) In any contract period during which price increases will be considered, the aggregate of the
increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent (SEE
CLAUSE NOTE%) of the contract unit price in effect at the end of the preceding 12-month
period. The Government reserves the right to raise the ceiling when market conditions during the
contract period support such a change.
(e) The following material shall be submitted with request for a price increase under paragraphs b(2)
and c above:
(1) A copy of the index, survey or pricing indicator showing the price increase and the effective
date.
(2) Commercial Sales Practice format, per contract clause 52.215-21 Alternate IV, demonstrating
the relationship of the Contractor's commercial pricing practice to the adjusted pricing proposed
or a certification that no change has occurred in the data since completion of the initial
negotiation or a subsequent submission.
(3) Any other documentation requested by the Contracting Officer to support the reasonableness
of the price increase.
(f) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), (d), and
(e) of this clause are satisfied;
(2) Negotiate more favorable prices when the total increase requested is not supported; or,
(3) Decline the price increase when the request is not supported. The Contractor may remove the
item(s) from contract involved pursuant to the Cancellation Clause of this contract.
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(g) Effective Date of Increases: No price increase shall be effective until the Government receives the
electronic file updates pursuant to GSAR 552.238-81, Modifications (Federal Supply Schedule).
(h) All MAS contracts remain subject to contract clauses GSAR 552.238-75, "Price Reductions'; and
552.215-72, "Price Adjustment -- Failure to Provide Accurate Information." In the event the
application of an economic price adjustment results in a price less favorable to the Government than the
price relationship established during negotiation between the MAS price and the price to the designated
customer, the Government will maintain the price relationship to the designated customer.
Note: Regulation I-FSS-969
The EPA Ceiling Limit for this clause is hereby established as 4% for the Human Capital
Category, 5% for the Professional Services Category, 5% for the Travel Category and 10%
for all other Large Categories.
NOTE: This clause does not apply to contracts participating in the Transactional Data
Reporting (TDR) Pilot. Please refer to clause I-FSS-969 Alternate II.
52.204-19 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.
52.222-21 PROHIBITION OF SEGREGATED FACILITIES
(APR 2015)
(a) Definitions. As used in this clause
Gender identity has the meaning given by the Department of Labor's Office of Federal Contract
Compliance Programs, and is found at www.dol.eov/ofccn/LGBT/LGBT_FAOs.html.
Segregated facilities means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and
other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking
fountains, recreation or entertainment areas, transportation, and housing facilities provided for
employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color,
religion, sex, sexual orientation, gender identity, or national origin because of written or oral policies or
employee custom. The term does not include separate or single -user rest rooms or necessary dressing or
sleeping areas provided to assure privacy between the sexes.
Sexual orientation has the meaning given by the Department of Labor's Office of Federal Contract
Compliance Programs, and is found at www.dol.aov/ofccn/LGBT/LGBT FAOs.html.
(b) The Contractor agrees that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments, and that it does not and will not permit its employees
to perform their services at any location under its control where segregated facilities are maintained.
The Contractor agrees that a breach of this clause is a violation of the Equal Opportunity clause in this
contract.
(c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the
Equal Opportunity clause of this contract.
52.222-29 NOTIFICATION OF VISA DENIAL (APR 2015)
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(a) Definitions. As used in this clause —
Gender identity has the meaning given by the Department of Labor's Office of Federal Contract
Compliance Programs, and is found at www.dol.eov/ofccn/LGBT/LGBT FAOs.html.
Sexual orientation has the meaning given by the Department of Labor's Office of Federal Contract
Compliance Programs, and is found at www.dol.eov/ofccD/LGBT/LGBT—FAOs.html.
(b) Requirement to notify.
(1) It is a violation of Executive Order 11246 for a Contractor to refuse to employ any applicant
or not to assign any person hired in the United States, Puerto Rico, the Northern Mariana Islands,
American Samoa, Guam, the U.S. Virgin Islands, or Wake Island, on the basis that the
individual's race, color, religion, sex, sexual orientation, gender identity, or national origin is not
compatible with the policies of the country where or for whom the work will be performed (41
CFR 60-1.10).
(2) The Contractor shall notify the U.S. Department of State, Assistant Secretary, Bureau of
Political -Military Affairs (PM), 2201 C Street NW., Room 6212, Washington, DC 20520, and the
U.S. Department of Labor, Deputy Assistant Secretary for Federal Contract Compliance, when it
has knowledge of any employee or potential employee being denied an entry visa to a country
where this contract will be performed, and it believes the denial is attributable to the race, color,
religion, sex, sexual orientation, gender identity, or national origin of the employee or potential
employee.
552.223-73 PRESERVATION, PACKAGING, PACKING, MARKING
AND LABELING OF HAZARDOUS MATERIALS (HAZMAT) FOR
SHIPMENTS (JUN 2015)
(a) Definition. United States, as used in this clause, means the 48 adjoining U.S. States, Alaska, Hawaii,
and U.S. territories and possessions, such as Puerto Rico.
(b) Preservation, packaging, packing, marking and labeling of hazardous materials for export shipment
outside the United States in all transport modes shall comply with the following, as applicable:
(1) International Maritime Dangerous Goods (IMDG) Code as established by the International
Maritime Organization (IMO).
(2) U.S. Department of Transportation (DOT) Hazardous Material Regulation (HMR) 49 CFR
parts 171 through 180. (Note: Classifications permitted by the HMR, but not permitted by the
IMDG code, such as Consumer Commodities classed as ORM—D, shall be packaged in
accordance with the IMDG Code and dual -marked with both Consumer Commodity and IMDG
marking and labeling.)
(3) Occupational Safety and Health Administration (OSHA) Regulation 29 CFR part 1910.1200.
(4) International Air Transport Association (IATA), Dangerous Goods Regulation and/or
International Civil Aviation Organization (ICAO), Technical Instructions.
(5) AFMAN 24-204, Air Force Inter- Service Manual, Preparing Hazardous Materials For
Military Air Shipments.
(6) Any preservation, packaging, packing, marking and labeling requirements contained
elsewhere in this solicitation and contract.
(c) Preservation, packaging, packing, marking and labeling of hazardous materials for domestic
shipments within the United States in all transport modes shall comply with the following; as
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applicable:
(1) U.S. Department of Transportation (DOT) Hazardous Material Regulation (HMR) 49 CFR
parts 171 through 180.
(2) Occupational Safety and Health Administration (OSHA) Regulation 29 CFR part 1910.1200.
(3) Any preservation, packaging, packing, marking and labeling requirements contained
elsewhere in this solicitation and contract.
(d) Hazardous Material Packages designated for outside the United States destinations through
Forwarding Points, Distribution Centers, or Container Consolidation Points (CCPs) shall comply with
the IMDG, IATA, ICAO or AFMAN 24-204 codes, as applicable.
(e) The test certification data showing compliance with performance -oriented packaging or
UN -approved packaging requirements shall be made available to GSA contract
administration/management representatives or regulatory inspectors upon request.
52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED
DOMESTIC CORPORATIONS (NOV 2014)
(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.
552.228-5 GOVERNMENT AS ADDITIONAL INSURED (JAN 2016)
(a) This clause supplements the requirements set forth in FAR clause 52.228-5, Insurance —Work on a
Government Installation.
(b) Each insurance policy required under this contract, other than workers' compensation insurance,
shall contain an endorsement naming the United States as an additional insured with respect to
operations performed under this contract. The insurance carrier is required to waive all subrogation
rights against any of the named insured.
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52.223-11 OZONE -DEPLETING SUBSTANCES AND HIGH
GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS
(JUN 2016)
(a) Definition. As used in this clause —
"Global warming potential" means how much a given mass of a chemical contributes to global
warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide's
global warming potential is defined as 1.0.
"High global warming potential hydrofluorocarbons" means any hydrofluorocarbons in a particular end
use for which EPA's Significant New Alternatives Policy (SNAP) program has identified other
acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found
at 40 CFR Part 82 subpart G with supplemental tables of alternatives available at
(httD://www.eDa.izov/snai)/).
"Hydrofluorocarbons" means compounds that only contain hydrogen, fluorine, and carbon.
"Ozone -depleting substance," means any substance the Environmental Protection Agency designates in
40 CFR Part 82 as —
(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and
methyl chloroform; or
(2) Class II, including, but not limited to, hydrochlorofluorocarbons.
(b) The Contractor shall label products that contain or are manufactured with ozone -depleting
substances in the manner and to the extent required by 42 U.S.C. 767lj (b), (c), (d), and (e) and 40 CFR
part 82, subpart E, as follows:
Warning
Contains (or manufactured with, if applicable) * , a substance(s) which harm(s) public health
and environment by destroying ozone in the upper atmosphere.
* The Contractor shall insert the name of the substance(s).
(c) Reporting. For equipment and appliances that normally each contain 50 or more pounds of
hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons, the Contractor shall —
(1) Track on an annual basis, between October 1 and September 30, the amount in pounds of
hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons contained in the
equipment and appliances delivered to the Government under this contract by —
(i) Type of hydrofluorocarbon (e.g., HFC-134a, HFC-125, R-410A, R-404A, etc.);
(ii) Contract number; and
(iii) Equipment/appliance;
(2) Report that information to the Contracting Officer for FY16 and to www.sam.eov, for FY17
and after —
(i) Annually by November 30 of each year during contract performance; and
(ii) At the end of contract performance.
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(d) The Contractor shall refer to EPA's SNAP program (available at httn://www.eDa.eov/snap) to
identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82 subpart G with
supplemental tables available at httn://www.ena.gov/snan.
52.223-12 MAINTENANCE, SERVICE, REPAIR, OR DISPOSAL OF
REFRIGERATION EQUIPMENT AND AIR CONDITIONERS
(JUN 2016)
(a) Definitions. As used in this clause —
"Global warming potential" means how much a given mass of a chemical contributes to global
warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide's
global warming potential is defined as 1.0.
"High global warming potential hydrofluorocarbons" means any hydrofluorocarbons in a particular end
use for which EPA's Significant New Alternatives Policy (SNAP) program has identified other
acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found
at 40 CFR part 82 subpart G with supplemental tables of alternatives available at
(htti)://www.et)a.tiov/snaD/).
"Hydrofluorocarbons" means compounds that contain only hydrogen, fluorine, and carbon.
(b) The Contractor shall comply with the applicable requirements of sections 608 and 609 of the Clean
Air Act (42 U.S.C. 7671a and 7671h) as each or both apply to this contract.
(c) Unless otherwise specified in the contract, the Contractor shall reduce the use, release, or emissions
of high global warming potential hydrofluorocarbons under this contract by —
(1) Transitioning over time to the use of another acceptable alternative in lieu of high global
warming potential hydrofluorocarbons in a particular end use for which EPA's SNAP program
has identified other acceptable alternatives that have lower global warming potential;
(2) Preventing and repairing refrigerant leaks through service and maintenance during contract
performance;
(3) Implementing recovery, recycling, and responsible disposal programs that avoid release or
emissions during equipment service and as the equipment reaches the end of its useful life; and
(4) Using reclaimed hydrofluorocarbons, where feasible.
(d) For equipment and appliances that normally each contain 50 or more pounds of hydrofluorocarbons
or refrigerant blends containing hydrofluorocarbons, that will be maintained, serviced, repaired, or
disposed under this contract, the Contractor shall —
(1) Track on an annual basis, between October 1 and September 30, the amount in pounds of
hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons added or taken out of
equipment or appliances under this contract by —
(i) Type of hydrofluorocarbon (e.g., HFC-134a, HFC-125, R-410A, R-404A, etc.);
(ii) Contract number;
(iii) Equipment/appliance; and
(2) Report that information to the Contracting Officer for FY16 and to www.sam.eov, for FY17
and after —
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(i) No later than November 30 of each year during contract performance; and
(ii) At the end of contract performance.
(e) The Contractor shall refer to EPA's SNAP program to identify alternatives. The SNAP list of
alternatives is found at 40 CFR part 82 subpart G with supplemental tables available at
httn://www.ena.izov/snai)/.
52.223-20 AEROSOLS (JUN 2016)
(a) Definitions. As used in this clause —
Global warming potential means how much a given mass of a chemical contributes to global
warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide's
global warming potential is defined as 1.0.
High global warming potential hydrofluorocarbons means any hydrofluorocarbons in a particular
end use for which EPA's Significant New Alternatives Policy (SNAP) program has identified other
acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found
at 40 CFR part 82, subpart G, with supplemental tables of alternatives available at
h ttp: //www. epa.gov/snapl).
Hydrofluorocarbons means compounds that contain only hydrogen, fluorine, and carbon.
(b) Unless otherwise specified in the contract, the Contractor shall reduce its use, release, or emissions
of high global warning potential hydrofluorocarbons, when feasible, from aerosol propellants or
solvents under this contract. When determining feasibility of using a particular alternative, the
Contractor shall consider environmental, technical, and economic factors such as —
(1) In -use emission rates, energy efficiency;
(2) Safety, such as flammability or toxicity;
(3) Ability to meet technical performance requirements; and
(4) Commercial availability at a reasonable cost.
(c) The Contractor shall refer to EPA's SNAP program to identify alternatives. The SNAP list of
alternatives is found at 40 CFR part 82, subpart G, with supplemental tables available at
htto://www.ena.aov/snan/.
52.223-21 FOAMS (JUN 2016)
(a) Definitions. As used in this clause —
Global warming potential means how much a given mass of a chemical contributes to global warming
over a given time period compared to the same mass of carbon dioxide. Carbon dioxide's global
warming potential is defined as 1.0.
High global warming potential hydrofluorocarbons means any hydrofluorocarbons in a particular end
use for which EPA's Significant New Alternatives Policy (SNAP) program has identified other
acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found
at 40 CFR part 82, subpart G, with supplemental tables of alternatives available at
httt)://www.et)a.Lyov/snai)/.
Hydrofluorocarbons means compounds that contain only hydrogen, fluorine, and carbon.
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(b) Unless otherwise specified in the contract, the Contractor shall reduce its use, release, and emissions
of high global warming potential hydrofluorocarbons and refrigerant blends containing
hydrofluorocarbons, when feasible, from foam blowing agents, under this contract. When determining
feasibility of using a particular alternative, the Contractor shall consider environmental, technical, and
economic factors such as —
(1) In -use emission rates, energy efficiency, and safety;
(2) Ability to meet performance requirements; and
(3) Commercial availability at a reasonable cost.
(c) The Contractor shall refer to EPA's SNAP program to identify alternatives. The SNAP list of alternatives is
found at 40 CFR part 82, subpart G, with supplemental tables available at httt)://www.et)a.eov/snaD/.
(Note: This is an FSS reproduction using word processing soflware)STANDARD FORM 1449 (10-95)(BACK)
I-FSS-969 ECONOMIC PRICE ADJUSTMENT — FSS MULTIPLE
AWARD SCHEDULE (OCT 2014) (ALTERNATE II — JUL 2016)
Price adjustments include price increases and price decreases. Adjustments will be considered as
follows:
(a) Contractors shall submit price decreases anytime during the contract period in which they occur.
Price decreases will be handled in accordance with the provisions of the Price Reductions clause.
(b) There are two types of economic price adjustments (EPAs) possible under the Multiple Award
Schedules (MAS) program for contracts not based on commercial catalogs or price lists as described
below. Price adjustments may be effective on or after the first 12 months of the contract period on the
following basis:
(1) Adjustments based on escalation rates negotiated prior to contract award. Normally,
when escalation rates are negotiated, they result in a fixed price for the term of the contract. No
separate contract modification will be provided when increases are based on negotiated escalation
rates. Price increases will be effective on the 12-month anniversary date of the contract effective
date, subject to paragraph (f), below.
(2) Adjustments based on an agreed -upon market indicator prior to award. The market
indicator, as used in this clause, means the originally released public index, public survey or other
public -based market indicator. The market indicator shall be the originally released index, survey
or market indicator, not seasonally adjusted, published by the [to be negotiated], and made
available at [to be identified]. Any price adjustment shall be based on the percentage change in
the designated (i.e. indicator identification and date) market indicator from the initial award to the
latest available as of the anniversary date of the contract effective date, subject to paragraph (e),
below. If the market indicator is discontinued or deemed no longer available or reliable by the
Government, the Government and the Contractor will mutually agree to a substitute. The contract
modification reflecting the price adjustment will be effective upon approval by the Contracting
Officer, subject to paragraph (g), below.
(c) Notwithstanding the two economic price adjustments discussed above, the Government recognizes
the potential impact of unforeseeable major changes in market conditions. For those cases where such
changes do occur, the contracting officer will review requests to make adjustments, subject to the
Government's examination of industry -wide market conditions and the conditions in paragraph (d) and
(e), below. If adjustments are accepted, the contract will be modified accordingly. The determination of
whether or not extra -ordinary circumstances exist rests with the contracting officer. The determination
of an appropriate mechanism of adjustment will be subject to negotiations.
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(d) Conditions of Price change requests under paragraphs b(2) and c above:
(1) No more than three increases will be considered during each succeeding 12-month period of
the contract. (For succeeding contract periods of less than 12 months, up to three increases will be
considered subject to the other conditions of subparagraph (b)).
(2) Increases are requested before the last 60 days of the contract period, including options.
(3) At least 30 days elapse between requested increases.
(4) In any contract period during which price increases will be considered, the aggregate of the
increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent (SEE
CLAUSE NOTE%) of the contract unit price in effect at the end of the preceding 12-month
period. The Government reserves the right to raise the ceiling when market conditions during the
contract period support such a change.
(e) The following material shall be submitted with request for a price increase under paragraphs b(2)
and c above:
(1) A copy of the index, survey or pricing indicator showing the price increase and the effective
date.
(2) Any other documentation requested by the Contracting Officer to support the reasonableness
of the price increase.
(f) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), (d), and
(e) of this clause are satisfied;
(2) Negotiate more favorable prices when the total increase requested is not supported; or,
(3) Decline the price increase when the request is not supported. The Contractor may remove the
item(s) from contract involved pursuant to the Cancellation Clause of this contract.
(g) Effective Date of Increases: The increased contract prices shall apply to orders issued to the
Contractor on or after the effective date of the contract modification.
Note: Regulation I-FSS-969
The EPA Ceiling Limit for this clause is hereby established as 4% for the Human Capital
Category, 5% for the Professional Services Category, 5% for the Travel Category and 10%
for all other Large Categories.
NOTE: This clause applies to contracts participating in the Transactional Data Reporting
(TDR) Pilot.
552.216-70 ECONOMIC PRICE ADJUSTMENT — FSS MULTIPLE
AWARD SCHEDULE CONTRACTS (SEP 1999) (DEVIATION II —
JUL 2016)
Price adjustments include price increases and price decreases. Adjustments will be considered as
follows:
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(a) Contractors may submit price decreases anytime during the contract period in which they occur.
Price decreases will be handled in accordance with the provisions of the Price Reduction Clause.
(b) Contractors may request price increases to be effective on or after the first 12 months of the contract
period providing all of the following conditions are met:
(1) No more than three increases will be considered during each succeeding 12-month period
of the contract. For succeeding contract periods of less than 12 months, up to three increases will
be considered subject to the other conditions of this subparagraph (b).
(2) Increases are requested before the last 60 days of the contract period.
(3) At least 30 days elapse between requested increases.
(c) In any contract period during which price increases will be considered, the aggregate of the
increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent of the contract
unit price in effect at the end of the preceding 12-month period. The Government reserves the right to
raise the ceiling when market conditions during the contract period support such a change.
(d) Documentation supporting the reasonableness of the price increase shall be submitted with the
request for a price increase.
(e) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), and
(d) of this clause are satisfied;
(2) Negotiate smaller increases when the total increase requested is not supported; or,
(3) Remove the product(s) from contract involved pursuant to the Cancellation Clause of this
contract, when the increase requested is not supported.
(f) The increased contract prices shall apply to delivery orders issued to the Contractor on or after the
effective date of the contract modification.
Note: Regulation 552.216-70
The EPA Ceiling Limit for this clause is hereby established as 4% for the Human Capital
Category, 5% for the Professional Services Category, 5% for the Travel Category and 10%
for all other Large Categories.
NOTE: This clause applies to contracts participating in the Transactional Data Reporting
(TDR) Pilot.
552.211-89 NON -MANUFACTURED WOOD PACKAGING
MATERIAL FOR EXPORT (JUL 2016)
(a) Definitions:
IPPC Country: Countries of the European Union (EU) or any other country endorsing the International
Plant Protection Convention (IPPC) "Guidelines for Regulating Wood Packaging Material in
International Trade," approved March 15, 2002. A listing of countries participating in the IPPC is found
athttn://www.anhis.usda.eov/imnort exnort/nlants/nlants exnorts/wnm/countrv/index.shtml
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Non -Manufactured wood, is also called solid wood and defined as wood packing other than that
comprised wholly of wood -based products such as plywood, particle board, oriented strand board,
veneer, wood wool, and similar materials, which has been created using glue, heat and pressure or a
combination thereof.
Packaged material, and Solid Wood Packing Material (SWPM), for purposes of this clause, is defined
as each separate and distinct material that by itself or in combination with other materials forms the
container providing a means of protecting and handling a product. This includes, but is not limited to,
pallets, dunnage, crating, packing blocks, drums, load boards, pallet collars, and skids.
(b) Non -manufactured wood pallets and other non -manufactured wood packaging material used to pack
items for delivery to or through IPPC countries must be marked and properly treated in accordance with
IPPC guidelines.
(c) This requirement applies whether the shipment is direct to the end user or through a Government
designated consolidation point. Packaging that does not conform to IPPC guidelines will be refused
entry, destroyed or treated prior to entry.
(d) For Department of Defense distribution facilities or freight consolidation points, all
non -manufactured wood pallets or packaging material with a probability of entering countries
endorsing the IPPC Guidelines must be treated and marked in accordance with DLA 47.305-1
(available at htto:Hfarsite.hill.af.mil/archive/Dlad/Rev5/PART47.htm), and MIL-STD-2073-1, Standard
Practice for Military Packaging (and any future revision).
(e) Pallets and packing material shipped to FAS distribution facilities designated for possible delivery
to the countries endorsing the IPPC Guidelines will comply with DLAD 47.305-1, and
MIL-STD-2073-1.
(f) Delays in delivery caused by non -complying pallets or wood package material will not be
considered as beyond the control of the Contractor. Any applicable Government expense incurred as a
result of the Contractor's failure to provide appropriate pallets or package material shall be reimbursed
by the Contractor. Expenses may include the applicable cost for repackage, handling and return
shipping, or the destruction of solid wood packaging material.
52.224-3 PRIVACY TRAINING (JAN 2017)
(a) Definition. As used in this clause, "personally identifiable information" means information that can
be used to distinguish or trace an individual's identity, either alone or when combined with other
information that is linked or linkable to a specific individual. (See Office of Management and Budget
(OMB) Circular A-130, Managing Federal Information as a Strategic Resource).
(b) The Contractor shall ensure that initial privacy training, and annual privacy training thereafter, is
completed by contractor employees who—
(1) Have access to a system of records;
(2) Create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise
handle personally identifiable information on behalf of an agency; or
(3) Design, develop, maintain, or operate a system of records (see also FAR subpart 24.1 and
39.105).
(c) (1) Privacy training shall address the key elements necessary for ensuring the safeguarding of
personally identifiable information or a system of records. The training shall be role -based,
provide foundational as well as more advanced levels of training, and have measures in place to
test the knowledge level of users. At a minimum, the privacy training shall cover —
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(i) The provisions of the Privacy Act of 1974 (5 U.S.C. 552a), including penalties for
violations of the Act;
(ii) The appropriate handling and safeguarding of personally identifiable information;
(iii) The authorized and official use of a system of records or any other personally
identifiable information;
(iv) The restriction on the use of unauthorized equipment to create, collect, use, process,
store, maintain, disseminate, disclose, dispose or otherwise access personally identifiable
information;
(v) The prohibition against the unauthorized use of a system of records or unauthorized
disclosure, access, handling, or use of personally identifiable information; and
(vi) The procedures to be followed in the event of a suspected or confirmed breach of a
system of records or the unauthorized disclosure, access, handling, or use of personally
identifiable information (see OMB guidance for Preparing for and Responding to a
Breach of Personally Identifiable Information).
(2) Completion of an agency -developed or agency -conducted training course shall be deemed to
satisfy these elements.
(d) The Contractor shall maintain and, upon request, provide documentation of completion of privacy
training to the Contracting Officer.
(e) The Contractor shall not allow any employee access to a system of records, or permit any employee
to create, collect, use, process, store, maintain, disseminate, disclose, dispose or otherwise handle
personally identifiable information, or to design, develop, maintain, or operate a system of records
unless the employee has completed privacy training, as required by this clause.
(f) The substance of this clause, including this paragraph (f), shall be included in all subcontracts under
this contract, when subcontractor employees will—
(1) Have access to a system of records;
(2) Create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise
handle personally identifiable information; or
(3) Design, develop, maintain, or operate a system of records.
52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS
(JAN 2017)
(a) Definitions. As used in this clause —
Reduced payment means a payment that is for less than the amount agreed upon in a subcontract in
accordance with its terms and conditions, for supplies and services for which the Government has paid
the prime contractor.
Untimely payment means a payment that is more than 90 days past due under the terms and
conditions of a subcontract, for supplies and services for which the Government has paid the prime
contractor.
(b) Notice. The Contractor shall notify the Contracting Officer, in writing, not later than 14 days
after —
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(1) A small business subcontractor was entitled to payment under the terms and conditions of the
subcontract; and
(2) The Contractor —
(i) Made a reduced or untimely payment to the small business subcontractor; or
(ii) Failed to make a payment, which is now untimely.
(c) Content of notice. The Contractor shall include the reason(s) for making the reduced or untimely
payment in any notice required under paragraph (b) of this clause.
52.222-26 EQUAL OPPORTUNITY (SEP 2016)
(a) Definition. As used in this clause.
"Compensation" means any payments made to, or on behalf of, an employee or offered to an
applicant as remuneration for employment, including but not limited to salary, wages, overtime pay,
shift differentials, bonuses, commissions, vacation and holiday pay, allowances, insurance and other
benefits, stock options and awards, profit sharing, and retirement.
"Compensation information " means the amount and type of compensation provided to employees
or offered to applicants, including, but not limited to, the desire of the Contractor to attract and retain a
particular employee for the value the employee is perceived to add to the Contractor's profit or
productivity; the availability of employees with like skills in the marketplace; market research about the
worth of similar jobs in the relevant marketplace; job analysis, descriptions, and evaluations; salary and
pay structures; salary surveys; labor union agreements; and Contractor decisions, statements and
policies related to setting or altering employee compensation.
"Essential job functions" means the fundamental job duties of the employment position an
individual holds. A job function may be considered essential if—
(1) The access to compensation information is necessary in order to perform that function or
another routinely assigned business task; or
(2) The function or duties of the position include protecting and maintaining the privacy of
employee personnel records, including compensation information.
"Gender identity" has the meaning given by the Department of Labor's Office of Federal Contract
Compliance Programs, and is found at www.dol.eov/ofccn/LGBT/LGBT_FAOs.html.
"Sexual orientation" has the meaning given by the Department of Labor's Office of Federal
Contract Compliance Programs, and is found at www.dol.sov/ofccn/LGBT/LGBT_FAOs.html.
"United States, " means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana
Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.
(b) (1) If, during any 12-month period (including the 12 months preceding the award of this contract),
the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have
an aggregate value in excess of $10,000, the Contractor shall comply with this clause, except for
work performed outside the United States by employees who were not recruited within the United
States. Upon request, the Contractor shall provide information necessary to determine the
applicability of this clause.
(2) If the Contractor is a religious corporation, association, educational institution, or society, the
requirements of this clause do not apply with respect to the employment of individuals of a
particular religion to perform work connected with the carrying on of the Contractor's activities
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(41 CFR 60-1.5).
(c) (1) The Contractor shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, gender identity, or national origin.
However, it shall not be a violation of this clause for the Contractor to extend a publicly
announced preference in employment to Indians living on or near an Indian reservation, in
connection with employment opportunities on or near an Indian reservation, as permitted by 41
CFR 60-1.5.
(2) The Contractor shall take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color, religion, sex, or
national origin. This shall include, but not be limited to —
(i) Employment;
(ii) Upgrading;
(iii) Demotion;
(iv) Transfer;
(v) Recruitment or recruitment advertising;
(vi) Layoff or termination;
(vii) Rates of pay or other forms of compensation; and
(viii) Selection for training, including apprenticeship.
(3) The Contractor shall post in conspicuous places available to employees and applicants for
employment the notices to be provided by the Contracting Officer that explain this clause.
(4) The Contractor shall, in all solicitations or advertisements for employees placed by or on
behalf of the Contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
(5) (i) The Contractor shall not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has inquired
about, discussed, or disclosed the compensation of the employee or applicant or another
employee or applicant. This prohibition against discrimination does not apply to instances
in which an employee who has access to the compensation information of other
employees or applicants as a part of such employee's essential job functions discloses the
compensation of such other employees or applicants to individuals who do not otherwise
have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action,
including an investigation conducted by the employer, or is consistent with the
Contractor's legal duty to furnish information.
(ii) The Contractor shall disseminate the prohibition on discrimination in paragraph
(c)(5)(i) of this clause, using language prescribed by the Director of the Office of Federal
Contract Compliance Programs (OFCCP), to employees and applicants by —
(A) Incorporation into existing employee manuals or handbooks; and
(B) Electronic posting or by posting a copy of the provision in conspicuous places
available to employees and applicants for employment.
(6) The Contractor shall send, to each labor union or representative of workers with which it has a
collective bar -gaining agreement or other contract or understanding, the notice to be provided by
the Contracting Officer advising the labor union or workers' representative of the Contractor's
commitments under this clause, and post copies of the notice in conspicuous places available to
employees and applicants for employment.
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(7) The Contractor shall comply with Executive Order 11246, as amended, and the rules,
regulations, and orders of the Secretary of Labor.
(8) The Contractor shall furnish to the contracting agency all information required by Executive
Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The
Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41
CFR Part 60-1. Unless the Contractor has filed within the 12 months preceding the date of
contract award, the Contractor shall, within 30 days after contract award, apply to either the
regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the
Equal Employment Opportunity Commission for the necessary forms.
(9) The Contractor shall permit access to its premises, during normal business hours, by the
contracting agency or the OFCCP for the purpose of conducting on -site compliance evaluations
and complaint investigations. The Contractor shall permit the Government to inspect and copy
any books, accounts, records (including computerized records), and other material that may be
relevant to the matter under investigation and pertinent to compliance with Executive Order
11246, as amended, and rules and regulations that implement the Executive Order.
(10) If the OFCCP determines that the Contractor is not in compliance with this clause or any
rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or
suspended in whole or in part and the Contractor may be declared ineligible for further
Government contracts, under the procedures authorized in Executive Order 11246, as amended.
In addition, sanctions may be imposed and remedies invoked against the Contractor as provided
in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of
Labor; or as otherwise provided by law.
(11) The Contractor shall include the terns and conditions of this clause in every subcontract or
purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor
issued under Executive Order 11246, as amended, so that these terms and conditions will be
binding upon each subcontractor or vendor.
(12) The Contractor shall take such action with respect to any subcontract or purchase order as
the Director of OFCCP may direct as a means of enforcing these terms and conditions, including
sanctions for noncompliance, provided, that if the Contractor becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of any direction, the
Contractor may request the United States to enter into the litigation to protect the interests of the
United States.
(d) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed
by the procedures in 41 CFR 60-1.1.
52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS
FOR INDEFINITE -DELIVERY CONTRACTS (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 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:
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(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.
52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018)
(a) Definitions. As used in this clause —
Contractor when this clause is used in any subcontract, shall be deemed to refer to the subcontractor,
except in the term "Government Prime Contractor."
Service employee means any person engaged in the performance of this contract other than any person
employed in a bona fide executive, administrative, or professional capacity, as these terms are defined
in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless
of any contractual relationship that may be alleged to exist between a Contractor or subcontractor.
(b) Applicability. This contract is subject to the following provisions and to all other applicable
provisions of 41 U.S.C. chapter 67, Service Contract Labor Standards, and regulations of the Secretary
of Labor (29 CFR Part 4). This clause does not apply to contracts or subcontracts administratively
exempted by the Secretary of Labor or exempted by 41 U.S.C. 6702. as interpreted in Subpart C of 29
CFR Part 4.
(c) Compensation. (1) Each service employee employed in the performance of this contract by the
Contractor or any subcontractor shall be paid not less than the minimum monetary wages and shall be
furnished fringe benefits in accordance with the wages and fringe benefits determined by the Secretary
of Labor or authorized representative, as specified in any wage determination attached to this contract.
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(2) (i) If a wage determination is attached to this contract, the Contractor shall classify any
class of service employee which is not listed herein and which is to be employed under
the contract (i.e., the work to be performed is not performed by any classification listed in
the wage determination), so as to provide a reasonable relationship (i.e., appropriate level
of skill comparison) between such unlisted classifications and the classifications listed in
the wage determination. Such conformed class of employees shall be paid the monetary
wages and furnished the fringe benefits as are determined pursuant to the procedures in
this paragraph (c).
(ii) This conforming procedure shall be initiated by the Contractor prior to the
performance of contract work by the unlisted class of employee. The Contractor shall
submit Standard Form (SF) 1444. Request for Authorization of Additional Classification
and Rate, to the Contracting Officer no later than 30 days after the unlisted class of
employee performs any contract work. The Contracting Officer shall review the proposed
classification and rate and promptly submit the completed SF 1444 (which must include
information regarding the agreement or disagreement of the employees' authorized
representatives or the employees themselves together with the agency recommendation),
and all pertinent information to the Wage and Hour Division, U.S. Department of Labor.
The Wage and Hour Division will approve, modify, or disapprove the action or render a
final determination in the event of disagreement within 30 days of receipt or will notify
the Contracting Officer within 30 days of receipt that additional time is necessary.
(iii) The final determination of the conformance action by the Wage and Hour Division
shall be transmitted to the Contracting Officer who shall promptly notify the Contractor
of the action taken. Each affected employee shall be furnished by the Contractor with a
written copy of such determination or it shall be posted as a part of the wage
determination.
(iv) (A) The process of establishing wage and fringe benefit rates that bear a
reasonable relationship to those listed in a wage determination cannot be reduced
to any single formula. The approach used may vary from wage determination to
wage determination depending on the circumstances. Standard wage and salary
administration practices which rank various job classifications by pay grade
pursuant to point schemes or other job factors may, for example, be relied upon.
Guidance may also be obtained from the way different jobs are rated under
Federal pay systems (Federal Wage Board Pay System and the General Schedule)
or from other wage determinations issued in the same locality. Basic to the
establishment of any conformable wage rate(s) is the concept that a pay
relationship should be maintained between job classifications based on the skill
required and the duties performed.
(B) In the case of a contract modification, an exercise of an option or extension of
an existing contract, or in any other case where a Contractor succeeds a contract
under which the classification in question was previously conformed pursuant to
paragraph (c) of this clause, a new conformed wage rate and fringe benefits may
be assigned to the conformed classification by indexing (i.e., adjusting) the
previous conformed rate and fringe benefits by an amount equal to the average
(mean) percentage increase (or decrease, where appropriate) between the wages
and fringe benefits specified for all classifications to be used on the contract
which are listed in the current wage determination, and those specified for the
corresponding classifications in the previously applicable wage determination.
Where conforming actions are accomplished in accordance with this paragraph
prior to the performance of contract work by the unlisted class of employees, the
Contractor shall advise the Contracting Officer of the action taken but the other
procedures in subdivision (c)(2)(ii) of this clause need not be followed.
(C) No employee engaged in performing work on this contract shall in any event
be paid less than the currently applicable minimum wage specified under section
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6(a)(1) of the Fair Labor Standards Act of 1938, as amended.
(v) The wage rate and fringe benefits finally determined under this paragraph (c)(2) of
this clause shall be paid to all employees performing in the classification from the first
day on which contract work is performed by them in the classification. Failure to pay the
unlisted employees the compensation agreed upon by the interested parties and/or finally
determined by the Wage and Hour Division retroactive to the date such class of
employees commenced contract work shall be a violation of the Service Contract Labor
Standards statute and this contract.
(vi) Upon discovery of failure to comply with subparagraphs (b)(2) of this clause, the
Wage and Hour Division shall make a final determination of conformed classification,
wage rate, and/or fringe benefits which shall be retroactive to the date such class or
classes of employees commenced contract work.
(3) Adjustment of Compensation. If the term of this contract is more than 1 year, the minimum
monetary wages and fringe benefits required to be paid or furnished thereunder to service
employees under the contract shall be subject to adjustment after 1 year and not less often than
once every 2 years, under wage determinations issued by the Wage and Hour Division.
(d) Obligation to Furnish Fringe Benefits. The Contractor or subcontractor may discharge the
obligation to furnish fringe benefits specified in the attachment or determined under subparagraph
(c)(2) of this clause by furnishing equivalent combinations of bona fide fringe benefits, or by making
equivalent or differential cash payments, only in accordance with Subpart D of 29 CFR Part 4.
(e) Minimum Wage. In the absence of a minimum wage attachment for this contract, neither the
Contractor nor any subcontractor under this contract shall pay any person performing work under this
contract (regardless of whether the person is a service employee) less than the minimum wage specified
by section 6(a)(1) of the Fair Labor Standards Act of 1938. Nothing in this clause shall relieve the
Contractor or any subcontractor of any other obligation under law or contract for payment of a higher
wage to any employee.
(f) Successor Contracts. If this contract succeeds a contract subject to the Service Contract Labor
Standards statute under which substantially the same services were furnished in the same locality and
service employees were paid wages and fringe benefits provided for in a collective bargaining
agreement, in the absence of the minimum wage attachment for this contract setting forth such
collectively bargained wage rates and fringe benefits, neither the Contractor nor any subcontractor
under this contract shall pay any service employee performing any of the contract work (regardless of
whether or not such employee was employed under the predecessor contract), less than the wages and
fringe benefits provided for in such collective bargaining agreement, to which such employee would
have been entitled if employed under the predecessor contract, including accrued wages and fringe
benefits and any prospective increases in wages and fringe benefits provided for under such agreement.
No Contractor or subcontractor under this contract may be relieved of the foregoing obligation unless
the limitations of 29 CFR 4.lb(b) apply or unless the Secretary of Labor or the Secretary's authorized
representative finds, after a hearing as provided in 29 CFR 4.10 that the wages and/or fringe benefits
provided for in such agreement are substantially at variance with those which prevail for services of a
character similar in the locality, or determines, as provided in 29 CFR 4.11, that the collective
bargaining agreement applicable to service employees employed under the predecessor contract was not
entered into as a result of arm's length negotiations. Where it is found in accordance with the review
procedures provided in 29 CFR 4.10 and/or 4.11 and Parts 6 and 8 that some or all of the wages and/or
fringe benefits contained in a predecessor Contractor's collective bargaining agreement are
substantially at variance with those which prevail for services of a character similar in the locality,
and/or that the collective bargaining agreement applicable to service employees employed under the
predecessor contract was not entered into as a result of arm's length negotiations, the Department will
issue a new or revised wage determination setting forth the applicable wage rates and fringe benefits.
Such determination shall be made part of the contract or subcontract, in accordance with the decision of
the Administrator, the Administrative Law Judge, or the Administrative Review Board, as the case may
be, irrespective of whether such issuance occurs prior to or after the award of a contract or subcontract
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(53 Comp. Gen. 401 (1973)). In the case of a wage determination issued solely as a result of a finding
of substantial variance, such determination shall be effective as of the date of the final administrative
decision.
(g) Notification to employees. The Contractor and any subcontractor under this contract shall notify
each service employee commencing work on this contract of the minimum monetary wage and any
fringe benefits required to be paid pursuant to this contract, or shall post the wage determination
attached to this contract. The poster provided by the Department of Labor (Publication WH 1313) shall
be posted in a prominent and accessible place at the worksite. Failure to comply with this requirement
is a violation of 41 U.S.C. 6703 and of this contract.
(h) Safe and Sanitary Working Conditions. The Contractor or subcontractor shall not permit any part of
the services called for by this contract to be performed in buildings or surroundings or under working
conditions provided by or under the control or supervision of the Contractor or subcontractor which are
unsanitary or hazardous or dangerous to the health or safety of the service employee. The Contractor or
subcontractor shall comply with the safety and health standards applied under 29 CFR Part 1925.
(i) Records. (1) The Contractor and each subcontractor performing work subject to the Service Contract
Labor Standards statute shall make and maintain for 3 years from the completion of the work, and make
them available for inspection and transcription by authorized representatives of the Wage and Hour
Division, a record of the following:
(i) For each employee subject to the Service Contract Labor Standards statute —
(A) Name and address and social security number;
(B) Correct work classification or classifications, rate or rates of monetary wages
paid and fringe benefits provided, rate or rates of payments in lieu of fringe
benefits, and total daily and weekly compensation;
(C) Daily and weekly hours worked by each employee; and
(D) Any deductions, rebates, or refunds from the total daily or weekly
compensation of each employee.
(ii) For those classes of service employees not included in any wage determination
attached to this contract, wage rates or fringe benefits determined by the interested parties
or by the Administrator or authorized representative under the terms of paragraph (c) of
this clause. A copy of the report required by subdivision (c)(2)(ii) of this clause will
fulfill this requirement.
(iii) Any list of the predecessor Contractor's employees which had been furnished to the
Contractor as prescribed by paragraph (n) of this clause.
(2) The Contractor shall also make available a copy of this contract for inspection or transcription
by authorized representatives of the Wage and Hour Division.
(3) Failure to make and maintain or to make available these records for inspection and
transcription shall be a violation of the regulations and this contract, and in the case of failure to
produce these records, the Contracting Officer, upon direction of the Department of Labor and
notification to the Contractor, shall take action to cause suspension of any further payment or
advance of funds until the violation ceases.
(4) The Contractor will permit authorized representatives of the Wage and Hour Division to
conduct interviews with employees at the worksite during normal working hours.
0) Pay Periods. The Contractor shall unconditionally pay to each employee subject to the Service
Contract Labor Standards statute all wages due free and clear and without subsequent deduction (except
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as otherwise provided by law or regulations, 29 CFR Part 4), rebate, or kickback on any account. These
payments shall be made no later than one pay period following the end of the regular pay period in
which the wages were earned or accrued. A pay period under this statute may not be of any duration
longer than semi-monthly.
(k) Withholding of Payments and Termination of Contract. The Contracting Officer shall withhold or
cause to be withheld from the Government Prime Contractor under this or any other Government
contract with the Prime Contractor such sums as an appropriate official of the Department of Labor
requests or such sums as the Contracting Officer decides may be necessary to pay underpaid employees
employed by the Contractor or subcontractor. In the event of failure to pay any employees subject to the
Service Contract Labor Standards statute all or part of the wages or fringe benefits due under the
Service Contract Labor Standards statute, the Contracting Officer may, after authorization or by
direction of the Department of Labor and written notification to the Contractor, take action to cause
suspension of any further payment or advance of funds until such violations have ceased. Additionally,
any failure to comply with the requirements of this clause may be grounds for termination of the right
to proceed with the contract work. In such event, the Government may enter into other contracts or
arrangements for completion of the work, charging the Contractor in default with any additional cost.
(1) Subcontracts. The Contractor agrees to insert this clause in all subcontracts subject to the Service
Contract Labor Standards statute.
(m) Collective Bargaining Agreements Applicable to Service Employees. If wages to be paid or fringe
benefits to be furnished any service employees employed by the Government prime Contractor or any
subcontractor under the contract are provided for in a collective bargaining agreement which is or will
be effective during any period in which the contract is being performed, the Government prime
Contractor shall report such fact to the Contracting Officer, together with full information as to the
application and accrual of such wages and fringe benefits, including any prospective increases, to
service employees engaged in work on the contract, and a copy of the collective bargaining agreement.
Such report shall be made upon commencing performance of the contract, in the case of collective
bargaining agreements effective at such time, and in the case of such agreements or provisions or
amendments thereof effective at a later time during the period of contract performance such agreements
shall be reported promptly after negotiation thereof.
(n) Seniority List. Not less than 10 days prior to completion of any contract being performed at a
Federal facility where service employees may be retained in the performance of the succeeding contract
and subject to a wage determination which contains vacation or other benefit provisions based upon
length of service with a Contractor (predecessor) or successor (29 CFR 4.173), the incumbent prime
Contractor shall furnish to the Contracting Officer a certified list of the names of all service employees
on the Contractor's or subcontractor's payroll during the last month of contract performance. Such list
shall also contain anniversary dates of employment on the contract either with the current or
predecessor Contractors of each such service employee. The Contracting Officer shall turn over such
list to the successor Contractor at the commencement of the succeeding contract.
(o) Ruling and Interpretations. Rulings and interpretations of the Service Contract Labor Standards
statute are contained in Regulations, 29 CFR Part 4.
(p) Contractor's Certification. (1) By entering into this contract, the Contractor (and officials thereof)
certifies that neither it nor any person or firm who has a substantial interest in the Contractor's firm is a
person or firm ineligible to be awarded Government contracts by virtue of the sanctions imposed under
41 U.S.C. 6706.
(2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract under 41 U.S.C. 6706.
(3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C.
1001.
(q) Variations, Tolerances, and Exemptions Involving Employment. Notwithstanding any of the
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provisions in paragraphs (b) through (o) of this clause, the following employees may be employed in
accordance with the following variations, tolerances, and exemptions, which the Secretary of Labor,
pursuant to 41 U.S.C. 6707 prior to its amendment by Pub. L. 92-473, found to be necessary and proper
in the public interest or to avoid serious impairment of the conduct of Government business:
(1) Apprentices, student -learners, and workers whose earning capacity is impaired by age,
physical or mental deficiency, or injury may be employed at wages lower than the minimum
wages otherwise required by 41 U.S.C. 6703(1) without diminishing any fringe benefits or cash
payments in lieu thereof required under 41 U.S.C. 6703(2), in accordance with the conditions and
procedures prescribed for the employment of apprentices, student -learners, persons with
disabilities, and disabled clients of work centers under section 14 of the Fair Labor Standards Act
of 1938, in the regulations issued by the Administrator (29 CFR parts 520, 521, 524, and 525).
(2) The Administrator will issue certificates under the statute for the employment of apprentices,
student -learners, persons with disabilities, or disabled clients of work centers not subject to the
Fair Labor Standards Act of 1938, or subject to different minimum rates of pay under the two
statutes, authorizing appropriate rates of minimum wages (but without changing requirements
concerning fringe benefits or supplementary cash payments in lieu thereof), applying procedures
prescribed by the applicable regulations issued under the Fair Labor Standards Act of 1938 (29
CFR parts 520, 521, 524, and 525).
(3) The Administrator will also withdraw, annul, or cancel such certificates in accordance with
the regulations in 29 CFR Parts 525 and 528.
(r) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work
they perform when they are employed and individually registered in a bona fide apprenticeship program
registered with a State Apprenticeship Agency which is recognized by the U.S. Department of Labor, or
if no such recognized agency exists in a State, under a program registered with the Office of
Apprenticeship Training, Employer, and Labor Services (OATELS), U.S. Department of Labor. Any
employee who is not registered as an apprentice in an approved program shall be paid the wage rate and
fringe benefits contained in the applicable wage determination for the journeyman classification of
work actually performed. The wage rates paid apprentices shall not be less than the wage rate for their
level of progress set forth in the registered program, expressed as the appropriate percentage of the
journeyman's rate contained in the applicable wage determination. The allowable ratio of apprentices to
journeymen employed on the contract work in any craft classification shall not be greater than the ratio
permitted to the Contractor as to his entire work force under the registered program.
(s) Tips. An employee engaged in an occupation in which the employee customarily and regularly
receives more than $30 a month in tips may have the amount of these tips credited by the employer
against the minimum wage required by 41 U.S.C. 6703(1). in accordance with section 3(m) of the Fair
Labor Standards Act and Regulations, 29 CFR Part 531. However, the amount of credit shall not exceed
$1.34 per hour beginning January 1, 1981. To use this provision —
(1) The employer must inform tipped employees about this tip credit allowance before the credit
is utilized;
(2) The employees must be allowed to retain all tips (individually or through a pooling
arrangement and regardless of whether the employer elects to take a credit for tips received);
(3) The employer must be able to show by records that the employee receives at least the
applicable Service Contract Labor Standards minimum wage through the combination of direct
wages and tip credit;
(4) The use of such tip credit must have been permitted under any predecessor collective
bargaining agreement applicable by virtue of 41 U.S.C. 6707(c).
(t) Disputes Concerning Labor Standards. The U.S. Department of Labor has set forth in 29 CFR Parts
4, 6, and 8 procedures for resolving disputes concerning labor standards requirements. Such disputes
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shall be resolved in accordance with those procedures and not the Disputes clause of this contract.
Disputes within the meaning of this clause include disputes between the Contractor (or any of its
subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their
representatives.
Note: Regulation 52.222-41
NOTE: This clause does not apply to the following 5 subcategories under Large Category C
- Furniture and Furnishings: Office Furniture; Healthcare Furniture; Household, Dormitory
& Quarters Furniture; Packaged Furniture; Miscellaneous Furniture.
52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE
CONTRACT LABOR STANDARDS —PRICE ADJUSTMENT
(MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018)
(a) This clause applies to both contracts subject to area prevailing wage determinations and contracts
subject to collective bargaining agreements.
(b) The Contractor warrants that the prices in this contract do not include any allowance for any
contingency to cover increased costs for which adjustment is provided under this clause.
(c) The wage determination, issued under the Service Contract Labor Standards statute, (41 U.S.C.
chanter 67), by the Administrator, Wage and Hour Division, U.S. Department of Labor, current on the
anniversary date of a multiple year contract or the beginning of each renewal option period, shall apply
to this contract. If no such determination has been made applicable to this contract, then the Federal
minimum wage as established by section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended,
(29 U.S.C. 206) current on the anniversary date of a multiple year contract or the beginning of each
renewal option period, shall apply to this contract.
(d) The contract price, contract unit price labor rates, or fixed hourly labor rates will be adjusted to
reflect the Contractor's actual increase or decrease in applicable wages and fringe benefits to the extent
that the increase is made to comply with or the decrease is voluntarily made by the Contractor as a
result of:
(1) The Department of Labor wage determination applicable on the anniversary date of the
multiple year contract, or at the beginning of the renewal option period. For example, the prior
year wage determination required a minimum wage rate of $4.00 per hour. The Contractor chose
to pay $4.10. The new wage determination increases the minimum rate to $4.50 per hour. Even if
the Contractor voluntarily increases the rate to $4.75 per hour, the allowable price adjustment is
$.40 per hour;
(2) An increase or decrease wage determination otherwise applied to the contract by operation of
law; or
(3) An amendment to the Fair Labor Standards Act of 1938 that is enacted after award of this
contract, affects the minimum wage, and becomes applicable to this contract under law.
(e) Any adjustment will be limited to increases or decreases in wages and fringe benefits as described in
paragraph (d) of this clause, and the accompanying increases or decreases in social security and
unemployment taxes and workers' compensation insurance, but shall not otherwise include any amount
for general and administrative costs, overhead, or profit.
(f) The Contractor shall notify the Contracting Officer of any increase claimed under this clause within
30 days after receiving a new wage determination unless this notification period is extended in writing
by the Contracting Officer. The Contractor shall promptly notify the Contracting Officer of any
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decrease under this clause, but nothing in the clause shall preclude the Government from asserting a
claim within the period permitted by law. The notice shall contain a statement of the amount claimed
and the change in fixed hourly rates (if this is a time -and -materials or labor -hour contract), and any
relevant supporting data, including payroll records, that the Contracting Officer may reasonably require.
Upon agreement of the parties, the contract price, contract unit price labor rates, or fixed hourly rates
shall be modified in writing. The Contractor shall continue performance pending agreement on or
determination of any such adjustment in its effective date.
(g) The Contracting Officer or an authorized representative shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Contractor until the
expiration of 3 years after final payment under the contract.
52.223-17 AFFIRMATIVE PROCUREMENT OF EPA -DESIGNATED
ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS
(AUG 2018)
(a) In the performance of this contract, the Contractor shall make maximum use of products containing
recovered materials that are EPA -designated items unless the product cannot be acquired#
(1) Competitively within a timeframe providing for compliance with the contract performance
schedule;
(2) Meeting contract performance requirements; or
(3) At a reasonable price.
(b) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines
web site, httns://www.e-oa.gov/smm/comnrehensive-procurement-guideline-cDa-Droe_ram. The list of
EPA -designated items is available at
httns://www.ena. ¢ov/smm/comnrehensive-procurement-guideline-cpe-t)ro2ram.
(Note: This is anFSSreproduction using word processing softwam) STANDARD FORM 1449 (10-95) (BACK)
52.204-7 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 the 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
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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.aov 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 SAM.
(c) If the Offeror does not have a unique entity identifier, it should contact the entity designated at
www.sam.eov 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).
(d) Processing time 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 httns://www.sam.2ov for information on registration.
52.204-13 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.
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" 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.eov 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
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(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.eov. 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 httns://www.sam.eov.
52.209-9 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 httns://www.sam.2ov.
(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
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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 nonpublic 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.
52.232-33 PAYMENT BY ELECTRONIC FUNDS
TRANSFER -SYSTEM FOR AWARD MANAGEMENT (OCT 2018)
(a) Method of payment.
(1) All payments by the Government under this contract shall be made by electronic funds
transfer (EFT), except as provided in paragraph (a)(2) of this clause. As used in this clause, the
term "EFT" refers to the funds transfer and may also include the payment information transfer.
(2) In the event the Government is unable to release one or more payments by EFT, the
Contractor agrees to either—
(i) Accept payment by check or some other mutually agreeable method of payment; or
(ii) Request the Government to extend the payment due date until such time as the
Government can make payment by EFT (but see paragraph (d) of this clause).
(b) Contractor's EFT information. The Government shall make payment to the Contractor using the
EFT information contained in the System for Award Management (SAM). In the event that the EFT
information changes, the Contractor shall be responsible for providing the updated information to SAM.
(c) Mechanisms for EFT payment. The Government may make payment by EFT through either the
Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing
House Association, or the Fedwire Transfer System. The rules governing Federal payments through the
ACH are contained in 31 CFR Part 210.
(d) Suspension of payment. If the Contractor's EFT information in SAM is incorrect, then the
Government need not make payment to the Contractor under this contract until correct EFT information
is entered into SAM; and any invoice or contract financing request shall be deemed not to be a proper
invoice for the purpose of prompt payment under this contract. The prompt payment terms of the
contract regarding notice of an improper invoice and delays in accrual of interest penalties apply.
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(e) Liability for uncompleted or erroneous transfers.
(1) If an uncompleted or erroneous transfer occurs because the Government used the Contractor's
EFT information incorrectly, the Government remains responsible for—
(i) Making a correct payment;
(ii) Paying any prompt payment penalty due; and
(iii) Recovering any erroneously directed funds.
(2) If an uncompleted or erroneous transfer occurs because the Contractor's EFT information was
incorrect, or was revised within 30 days of Government release of the EFT payment transaction
instruction to the Federal Reserve System, and—
(i) If the funds are no longer under the control of the payment office, the Government is
deemed to have made payment and the Contractor is responsible for recovery of any
erroneously directed funds; or
(ii) If the funds remain under the control of the payment office, the Government shall not
make payment, and the provisions of paragraph (d) of this clause shall apply.
(f) EFT and prompt payment. A payment shall be deemed to have been made in a timely manner in
accordance with the prompt payment terms of this contract if, in the EFT payment transaction
instruction released to the Federal Reserve System, the date specified for settlement of the payment is
on or before the prompt payment due date, provided the specified payment date is a valid date under the
rules of the Federal Reserve System.
(g) EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided
for in the assignment of claims terms of this contract, the Contractor shall require as a condition of any
such assignment, that the assignee shall register separately in SAM and shall be paid by EFT in
accordance with the terms of this clause. Notwithstanding any other requirement of this contract,
payment to an ultimate recipient other than the Contractor, or a financial institution properly recognized
under an assignment of claims pursuant to Subpart 32.8. is not permitted. In all respects, the
requirements of this clause shall apply to the assignee as if it were the Contractor. EFT information that
shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper
assignment of claims acceptable to the Government, is incorrect EFT information within the meaning of
paragraph (d) of this clause.
(h) Liability for change of EFT information by financial agent. The Government is not liable for errors
resulting from changes to EFT information made by the Contractor's financial agent.
(i) Payment information. The payment or disbursing office shall forward to the Contractor available
payment information that is suitable for transmission as of the date of release of the EFT instruction to
the Federal Reserve System. The Government may request the Contractor to designate a desired format
and method(s) for delivery of payment information from a list of formats and methods the payment
office is capable of executing. However, the Government does not guarantee that any particular format
or method of delivery is available at any particular payment office and retains the latitude to use the
format and delivery method most convenient to the Government. If the Government makes payment by
check in accordance with paragraph (a) of this clause, the Government shall mail the payment
information to the remittance address contained in SAM.
552.238-105 DELIVERIES BEYOND THE CONTRACTUAL PERIOD
- PLACING OF ORDERS (MAY 2019)
In accordance with Clause 552.238-113, Scope of Contract (Eligible Ordering Activities), this contract covers
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all requirements that may be ordered, as distinguished from delivered during the contract term. This is for the
purpose of providing continuity of supply or operations by permitting ordering activities to place orders as
requirements arise in the normal course of operations. Accordingly, any order mailed (or received, if
forwarded by other 7 means than through the mail) to the Contractor on or before the expiration date of the
contract, and providing for delivery within the number of days specified in the contract, shall constitute a
valid order.
552.238-107 TRAFFIC RELEASE (SUPPLIES) (MAY 2019)
Supplies ordered by GSA for export will not be shipped by the Contractor until shipping instructions are
received from GSA. To obtain shipping instructions, the Contractor shall forward completed copies of GSA
Form 1611, Application for Shipping Instructions and Notice of Availability, to the GSA office designated on
the purchase order at least 15 days prior to the anticipated shipping date. Copies of GSA Form 1611 will be
furnished to the Contractor with the purchase order. Failure to comply with this requirement could result in
nonacceptance of the material by authorities at the port of exportation. When supplies for export are ordered
by other Government agencies the Contractor should obtain shipping instructions from the ordering agency.
552.238-86 DELIVERY SCHEDULE (MAY 2019)
(a) Time of delivery. The Contractor shall deliver to destination within the number of calendar days
after receipt of order (ARO) in the case of F.O.B. Destination prices; or to place of shipment in transit
in the case of F.O.B. Origin prices, as set forth below. Offerors shall insert in the "Time of Delivery
(days ARO)" column in the schedule of Items a definite number of calendar days within which delivery
will be made. In no case shall the offered delivery time exceed the Contractor's normal business
practice. The Government requires the Contractor's normal delivery time, as long as it is less than the
"stated" delivery time(s) shown below. If the Offeror does not insert a delivery time in the schedule of
items, the Offeror will be deemed to offer delivery in accordance with the Government's stated delivery
time, as stated below [The contracting officer shall insert the solicited items or Special Item Numbers
(SIN) as well as a reasonable delivery time that corresponds with each item or SIN, if known]:
Items or group of items (special item no. or nomenclature)
Government's stated delivery time (days ARO)
Contractor's delivery time
(b) Expedited delivery times. For those items that can be delivered quicker than the delivery times in
paragraph (a) of this clause, the Offeror is requested to insert below, a time (hours/days ARO) that
delivery can be made when expedited delivery is requested.
Items or group of items (special item no. or nomenclature)
Expedited delivery time (hours/days ARO)
(c) Overnight and 2-Day delivery times. Ordering activities may require overnight or 2-day delivery.
The Offeror is requested to annotate its price list or by separate attachment identify the items that can
be delivered overnight or within 2 days. Contractors offering such delivery services will be required to
state in the cover sheet to its FSS price list details concerning this service.
552.238-89 DELIVERIES TO THE U.S. POSTAL SERVICE (MAY
2019)
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(a) Applicability. This clause applies to orders placed for the U.S. Postal Service (LISPS) and accepted
by the Contractor for the delivery of supplies to a USPS facility (consignee).
(b) Mode/method of transportation. Unless the Contracting Officer grants a waiver of this requirement,
any shipment that meets the USPS requirements for mailability (i.e., 70 pounds or less, combined
length and girth not more than 108 inches, etc.) delivery shall be accomplished via the use of the USPS.
Other commercial services shall not be used, but this does not preclude the Contractor from making
delivery by the use of the Contractor's own vehicles.
(c) Time of delivery. Notwithstanding the required time for delivery to destination as may be specified
elsewhere in this contract, if shipments under this clause are mailed not later than five (5) calendar days
be&= the required delivery date, delivery shall be deemed to have been de timely.
552.238-90 CHARACTERISTICS OF ELECTRIC CURRENT (MAY
2019)
Contractors supplying equipment which uses electrical current are required to supply equipment
suitable for the electrical system at the location at which the equipment is to be used as specified on the
order.
552.238-91 MARKING AND DOCUMENTATION REQUIREMENTS
FOR SHIPPING (MAY 2019)
(a) Responsibility. It shall be the responsibility of the ordering activity to determine the full marking
and documentation requirements necessary under the various methods of shipment authorized by the
contract.
(b) Documentation. In the event the ordering activity fails to provide the essential information and
documentation, the Contractor shall, within three days after receipt of order, contact the ordering
activity and advise them accordingly. The Contractor shall not proceed with any shipment requiring
transshipment via U.S. Government facilities without the prerequisites stated in paragraph (c) of this
section.
(c) Direct shipments. The Contractor shall mark all items ordered against this contract with indelible
ink, paint or fluid, as follows:
(1) Traffic Management or Transportation Officer at FINAL destination.
(2) Ordering Supply Account Number.
(3) Account number.
(4) Delivery Order or Purchase Order Number.
(5) National Stock Number, if applicable; or Contractor's item number.
(6) Box of Boxes.
(7) Nomenclature (brief description of items).
552.238-92 VENDOR MANAGED INVENTORY (VMI) PROGRAM
(MAY 2019)
(a) The term "Vendor Managed Inventory" describes a system in which the Contractor monitors and
maintains specified inventory levels for selected items at designated stocking points. VMI enables the
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Contractor to plan production and shipping more efficiently. Stocking points benefit from reduced
inventory but steady stock levels.
(b) Contractors that commercially provide a VMI-type system may enter into similar partnerships with
ordering agencies under a Blanket Purchase Agreement.
552.238-93 ORDER ACKNOWLEDGMENT (MAY 2019)
Contractors shall acknowledge only those orders which state "Order Acknowledgment Required."
These orders shall be acknowledged within 10 calendar days after receipt. Such acknowledgment shall
be sent to the ordering activity placing the order and contain information pertinent to the order,
including the anticipated delivery date.
552.238-94 ACCELERATED DELIVERY REQUIREMENTS (MAY
2019)
When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery
requirements of an ordering activity, the ordering activity is encouraged, if time permits, to contact the
Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry
within three (3) business days after receipt. (Telephonic replies shall be confirmed by the Contractor in
writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any
order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within
this shorter delivery time and in accordance with all other terms and conditions of the contract.
552.238-95 SEPARATE CHARGE FOR PERFORMANCE
ORIENTED PACKAGING (POP) (MAY 2019)
(a) Offerors are requested to list the hazardous material item to which the separate charge applies in the
spaces provided in this paragraph or on a separate attachment. The final price shall be quoted separately
at the order level and, if considered reasonable, will be accepted as part of the order.
ITEMS
SINS or Descriptive Name of Articles (as Charge for Performance Oriented
appropriate)
(b) Ordering activities will not be obligated to utilize t ie Contractor's services for Performance
Oriented Packaging, and they may obtain such services elsewhere if desired. However, the Contractor
shall provide items in Performance Oriented Packaging when such packing is specified on the delivery
order. The Contractor's contract price and the charge for Performance Oriented Packaging will be
shown as separate entries on the delivery order.
552.238-96 SEPARATE CHARGE FOR DELIVERY WITHIN
CONSIGNEE'S PREMISES (MAY 2019) 538.273(d)(20)
(a) Offerors are requested to insert, in the spaces provided below or by attachment hereto, a separate
charge for "Delivery Within Consignee's Premises" applicable to each shipping container to be shipped.
(Articles which are comparable in size and weight, and for which the same charge is applicable, should
be grouped under an appropriate item description.) These additional charges will be accepted as part of
the award, if considered reasonable, and shall be included in the Contractor's published catalog and/or
price list.
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(b) Ordering activities are not obligated to issue orders on the basis of "Delivery Within Consignee's
Premises," and Contractors may refuse delivery on that basis provided such refusal is communicated in
writing to the ordering activity issuing such orders within 5 days of the receipt of such order by the
Contractor and provided further, that delivery is made in accordance with the other delivery
requirements of the contract. Failure of the Contractor to submit this notification within the time
specified shall constitute acceptance to furnish "Delivery Within Consignee's Premises" at the
additional charge awarded. When an ordering activity issues an order on the basis of "Delivery Within
Consignee's Premises" at the accepted additional charge awarded and the Contractor accepts such
orders on that basis, the Contractor will be obligated to provide delivery "F.o.b. Destination, Within
Consignee's Premises" in accordance with FAR 52.247-35, which is then incorporated by reference,
with the exception that an additional charge as provided herein is allowed for such services. Unless
otherwise stipulated by the Offeror, the additional charges awarded hereunder may be applied to any
delivery within the 48 contiguous States and the District of Columbia.
(c) When exercising their option to issue orders on the basis of delivery service as provided herein,
ordering activities will specify "Delivery Within Consignee's Premises" on the order, and will indicate
the exact location to which delivery is to be made. The Contractor's delivery price and the additional
charge(s) for "Delivery Within Consignee's Premises" will be shown as separate entries on the order..
111"u[.9
(NSNs or Special Item Numbers or Descriptive Name of Additional Charge (Per shipping container)
Articles) FOR "DELIVERY WITHIN CONSIGNEE'S PREMISES"
552.238-100 TRANSSHIPMENTS (MAY 2019)
(a) The Contractor shall complete two (2) DD Forms 1387, Military Shipment Labels and, if applicable,
four copies of DD Form 1387-2, Special Handling/Data Certification -used when shipping chemicals,
dangerous cargo, etc.
(1) Two copies of the DD Form 1387 will be attached to each shipping container delivered to the
port Transportation Officer for subsequent transshipment by the Government as otherwise
provided for under the terms of this contract.
(2) These forms will be attached to one end and one side, not on the top or bottom, of the
container.
(3) The Contractor will complete the bottom line of these forms, which pertains to the number of
pieces, weight and cube of each piece, using U.S. weight and cubic measures. Weights will be
rounded off to the nearest pound. (One kg = 2.2 U.S. pounds; one cubic meter = 35.3156 cubic
feet.)
(b) In addition, if the cargo consists of chemicals, or is dangerous, one copy of the DD Form 1387-2
will be attached to the container, and three copies will be furnished to the Transportation Officer with
the Bill of Lading.
(c) Dangerous cargo will not be intermingled with non -dangerous cargo in the same container.
(d) Copies of the above forms and preparation instructions will be obtained from the ordering activity
issuing the Delivery Order. Reproduced copies of the forms are acceptable.
(e) Failure to include DD Form 1387, and DD Form 1387-2, if applicable, on each shipping container
will result in rejection of shipment by the port Transportation Officer.
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552.238-101 FOREIGN TAXES AND DUTIES (MAY 2019)
Prices offered must be net, delivered, f.o.b. to the destinations accepted by the Government.
(a) The Contractor warrants that such prices do not include any tax, duty, customs fees, or other foreign
Governmental costs, assessments, or similar charges from which the U.S. Government is exempt.
(b) Standard commercial export packaging, including containerization, if necessary, packaging,
preservation, and/or marking are included in the pricing offered and accepted by the Government.
552.238-102 ENGLISH LANGUAGE AND U.S. DOLLAR
REQUIREMENTS (MAY 2019)
(a) All documents produced by the Contractor to fulfill requirements of this contract including, but not
limited to, Federal Supply Schedule catalogs and price lists, must reflect all terns and conditions in the
English language.
(b) U.S. dollar equivalency, if applicable, will be based on the rates published in the "Treasury
Reporting Rates of Exchange" in effect as of the date of the agency's purchase order or in effect during
the time period specified elsewhere in this contract.
552.238-103 ELECTRONIC COMMERCE (MAY 2019)
(a) General background. The Federal Acquisition Streamlining Act (FASA) of 1994 requires the
Government to evolve its acquisition process from one driven by paper to an expedited process based
on electronic commerce/electronic data interchange (EC/EDI). EC/EDI encompasses more than merely
automating manual processes and eliminating paper transactions. EC/EDI improves business processes
(e.g. procurement, finance, logistics) into a fully electronic environment and fundamentally changes the
way organizations operate.
(b) Trading partners and Value -Added Networks (VAN's).
(1) Within the electronic commerce architecture, electronic documents (e.g., orders, invoices,
etc.) are carried between the Federal Government's procuring office and Contractors (now known
as "trading partners"). These transactions are carried by commercial telecommunications
companies called Value -Added Networks (VAN's).
(2) EDI can be performed using commercially available hardware, software, and
telecommunications. The selection of a VAN is a business decision Contractors must make.
There are many different VAN's which provide a variety of electronic services and different
pricing strategies. If the VAN only provides communications services, you may also need a
software translation package.
(c) Registration instructions. To perform EDI with the Government, Contractors shall register as a
trading partner. Contractors will provide regular business information, banking information, and EDI
capabilities to all agencies in this single registration. A central repository of all trading partners is the
Systems for Award Management (SAM) httn://www.sam.eov. Contractors shall follow the instructions
on the SAM website regarding how to register for EDI.
(d) Implementation conventions. All EDI transactions must comply with the Federal Implementation
Conventions (ICs). The ICs are available on a registry maintained by the National Institute of Standards
and Technology (MIST). It is accessible via the INTERNET at httn://www.nist.eov/itl. ICs are available
for common business documents such as Purchase Order, Price Sales Catalog, Invoice, Request for
Quotes, etc.
(e) Additional information. GSA has additional information available for Contractors who are interested
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in using EC/EDI on its website, httn://www.2sa.2ov.
(f) GSA Advantage!®.
(1) GSA Advantage!® uses electronic commerce to receive catalogs, invoices and text
messages; and to send purchase orders, application advice, and functional acknowledgments.
GSA Advantage!® enables customers to:
(i) Perform database searches across all contracts by manufacturer; manufacturer's
model/part number; Contractor; and generic supply categories.
(ii) Generate EDI delivery orders to Contractors, generate EDI delivery orders from the
Federal Supply Service to Contractors, or download files to create their own delivery
orders.
(iii) Use the credit card.
(2) GSA Advantage!® may be accessed via the GSA Home Page. The Internet address is:
httn://www.gsa.aov.
552.238-104 DISSEMINATION OF INFORMATION BY
CONTRACTOR (MAY 2019)
The Government will provide the Contractor with a single copy of the resulting Federal Supply Schedule
contract award documents. However, it is the responsibility of the Contractor to furnish all sales outlets
authorized to participate in the performance of the contract with the terms, conditions, pricing schedule, and
other appropriate information.
552.238-106 INTERPRETATION OF CONTRACT REQUIREMENTS
(MAY 2019)
No interpretation of any provision of this contract, including applicable specifications, shall be binding on the
Government unless furnished or agreed to in writing by the Contracting Officer or his designated
representative.
552.238-112 DEFINITION (FEDERAL SUPPLY SCHEDULES) -
NON-FEDERAL ENTITY (MAY 2019)
Ordering activity (also called "ordering agency" and "ordering office") means an eligible ordering activity
(see 552.238-113), authorized to place orders under Federal Supply Schedule contracts.
552.238-70 COVER PAGE FOR WORLDWIDE FEDERAL SUPPLY
SCHEDULES (MAY 2019) FOR ALL GEOGRAPHIC AREAS
Solicitation No. 47QSMD20R0001 Refresh 0017
Federal Supply Schedule Contract for All Geographic Areas.
(a) Federal Supply Classification (FSC) GROUP: Various
PART: Various
SECTION: Various
SUPPLY: Various
FSC CLASS(ES)/PRODUCT CODE(S)/NAICS: Various
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(b) STANDARD INDUSTRY GROUP: Various
SERVICE: Various
SERVICE CODE(S)/NAICS: Various
552.238-79 CANCELLATION (MAY 2019)
Either parry may cancel this contract in whole or in part by providing written notice. The cancellation will
take effect 30 calendar days after the other parry receives the notice of cancellation. If the Contractor elects to
cancel this contract, the Government will not reimburse the minimum guarantee.
552.238-81 PRICE REDUCTIONS (MAY 2019)
(a) Before award of a contract, the Contracting Officer and the Offeror will agree upon (1) the customer
(or category of customers) which will be the basis of award, and (2) the Government's price or discount
relationship to the identified customer (or category of customers). This relationship shall be maintained
throughout the contract period. Any change in the Contractor's commercial pricing or discount
arrangement applicable to the identified customer (or category of customers) which disturbs this
relationship shall constitute a price reduction.
(b) During the contract period, the Contractor shall report to the Contracting Officer all price reductions
to the customer (or category of customers) that was the basis of award. The Contractor's report shall
include an explanation of the conditions under which the reductions were made.
(c) (1) A price reduction shall apply to purchases under this contract if, after the date negotiations
conclude, the Contractor
(i) Revises the commercial catalog, pricelist, schedule or other document upon which
contract award was predicated to reduce prices;
(ii) Grants more favorable discounts or terms and conditions than those contained in the
commercial catalog, pricelist, schedule or other documents upon which contract award
was predicated; or
(iii) Grants special discounts to the customer (or category of customers) that formed the
basis of award, and the change disturbs the price/discount relationship of the Government
to the customer (or category of customers) that was the basis of award.
(2) The Contractor shall offer the price reduction to the eligible ordering activity with the same
effective date, and for the same time period, as extended to the commercial customer (or category
of customers).
(d) There shall be no price reduction for sales —
(1) To commercial customers under firm, fixed -price definite quantity contracts with specified
delivery in excess of the maximum order threshold specified in this contract;
(2) To Federal agencies;
(3) Made to Eligible Ordering Activities identified in GSAR Clause 552.238-113 when the order
is placed under this contract (and the Eligible Ordering Activities identified in GSAR Clause
552.238-113 is the agreed upon customer or category of customer that is the basis of award); or
(4) Caused by an error in quotation or billing, provided adequate documentation is furnished by
the Contractor to the Contracting Officer.
(e) The Contractor may offer the Contracting Officer a voluntary Governmentwide price reduction at
any time during the contract period.
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(f) The Contractor shall notify the Contracting Officer of any price reduction subject to this clause as
soon as possible, but not later than 15 calendar days after its effective date.
(g) The contract will be modified to reflect any price reduction which becomes applicable in accordance
with this clause.
Note: Regulation 552.238-81
This clause does not apply to contracts participating in the Transactional Data Reporting
(TDR) Pilot. Please refer to clause 552.238-81 Alternate I.
552.238-81 PRICE REDUCTIONS (MAY 2019) (ALTERNATE I -
APR 2014)
(a) The Government may request from the Contractor, and the Contractor may provide to the
Government, a temporary or permanent price reduction at any time during the contract period.
(b) The Contractor may offer the Contracting Officer a voluntary price reduction at any time during the
contract period.
Note: Regulation 552.238-81
This clause applies to contracts participating in the Transactional Data Reporting (TDR)
Pilot.
552.238-83 EXAMINATION OF RECORDS BY GSA (FEDERAL
SUPPLY SCHEDULES) (MAY 2019)
The Contractor agrees that the Administrator of General Services or any duly authorized representative
shall have access to and the right to examine any books, documents, papers and records of the
contractor involving transactions related to this contract for overbillings, billing errors, compliance with
contract clauses 552.238-81, Price Reductions and 552.238-80, Industrial Funding Fee and Sales
Reporting. This authority shall expire 3 years after final payment. The basic contract and each option
shall be treated as separate contracts for purposes of applying this clause.
552.238-84 DISCOUNTS FOR PROMPT PAYMENT (MAY 2019)
(a) Discounts for early payment (hereinafter referred to as "discounts" or "the discount") will be
considered in evaluating the relationship of the Offeror's concessions to the Government vis-a-vis the
Offeror's concessions to its commercial and Federal non -schedule customers, but only to the extent
indicated in this clause.
(b) Discounts will not be considered to determine the low Offeror in the situation described in the
"Offers on Identical Products" provision of this solicitation.
(c) Uneconomical discounts will not be considered as meeting the criteria for award established by the
Government. In this connection, a discount will be considered uneconomical if the annualized rate of
return for earning the discount is lower than the "value of funds" rate established by the Department of
the Treasury and published quarterly in the Federal Register. The "value of funds" rate applied will be
the rate in effect on the date specified for the receipt of offers.
(d) Discounts for early payment may be offered either in the original offer or on individual invoices
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submitted under the resulting contract. Discounts offered will be taken by the ordering activity if
payment is made within the discount period specified.
(e) Discounts that are included in offers become a part of the resulting contracts and are binding on the
Contractor for all orders placed under the contract. Discounts offered only on individual invoices will
be binding on the Contractor only for the particular invoice on which the discount is offered.
(f) In connection with any discount offered for prompt payment, time shall be computed from the date
of the invoice. For the purpose of computing the discount earned, payment shall be considered to have
been made on the date which appears on the payment check or the date on which an electronic funds
transfer was made.
552.238-85 CONTRACTOR'S BILLING RESPONSIBILITIES
(MAY 2019)
(a) The Contractor is required to perform all billings made pursuant to this contract. However, if the
Contractor has dealers that participate on the contract and the billing/payment process by the Contractor
for sales made by the dealer is a significant administrative burden, the following alternative procedures
may be used. Where dealers are allowed by the Contractor to bill ordering activities and accept payment
in the Contractor's name, the Contractor agrees to obtain from all dealers participating in the
performance of the contract a written agreement, which will require dealers to
(1) Comply with the same terms and conditions as the Contractor for sales made under the
contract;
(2) Maintain a system of reporting sales under the contract to the manufacturer, which includes
(i) The date of sale;
(ii) The ordering activity to which the sale was made;
(iii) The service or supply/model sold;
(iv) The quantity of each service or supply/model sold;
(v) The price at which it was sold, including discounts; and
(vi) All other significant sales data.
(3) Be subject to audit by the Government, with respect to sales made under the contract; and
(4) Place orders and accept payments in the name of the Contractor in care of the dealer.
(b) An agreement between a Contractor and its dealers pursuant to this procedure will not establish
privity of contract between dealers and the Government.
552.238-87 DELIVERY PRICES (MAY 2019)
(a) Prices offered must cover delivery as provided below to destinations located within the 48
contiguous States and the District of Columbia.
(1) Delivery to the door of the specified Government activity by freight or express common
carriers on articles for which store -door delivery is provided, free or subject to a charge, pursuant
to regularly published tariffs duly filed with the Federal and/or State regulatory bodies governing
such carrier; or, at the option of the Contractor, by parcel post on mailable articles, or by the
Contractor's vehicle. Where store -door delivery is subject to a charge, the Contractor shall place
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the notation "Delivery Service Requested" on bills of lading covering such shipments, and pay
such charge and add the actual cost thereof as a separate item to his invoice.
(2) Delivery to siding at destinations when specified by the ordering office, if delivery is not
covered under paragraph (a)(1) of this section.
(3) Delivery to the freight station nearest destination when delivery is not covered under
paragraph (a)(1) or (2) of this section.
(b) The Offeror shall indicate in the offer whether or not prices submitted cover delivery f.o.b.
destination in Alaska, Hawaii, and the Commonwealth of Puerto Rico.
(c) When deliveries are made to destinations outside the contiguous 48 States; i.e., Alaska, Hawaii, and
the Commonwealth of Puerto Rico, and are not covered by paragraph (b), above, the following
conditions will apply:
(1) Delivery will be f.o.b. inland carrier, point of exportation (FAR 52.247-38), with the
transportation charges to be paid by the Government from point of exportation to destination in
Alaska, Hawaii, or the Commonwealth of Puerto Rico, as designated by the ordering office. The
Contractor shall add the actual cost of transportation to destination from the point of exportation
in the 48 contiguous States nearest to the designated destination. Such costs will, in all cases, be
based upon the lowest regularly established rates on file with the Interstate Commerce
Commission, the U.S. Maritime Commission (if shipped by water), or any State regulatory body,
or those published by the U.S. Postal Service; and must be supported by paid freight or express
receipt or by a statement of parcel post charges including weight of shipment.
(2) The right is reserved to ordering agencies to furnish Government bills of lading.
552.238-88 GSA ADVANTAGE!®. (MAY 2019)
(a) The Contractor shall participate in the GSA Advantage!® online shopping service. Information and
instructions regarding Contractor participation are contained in clause 552.238-103, Electronic
Commerce.
(b) The Contractor shall refer to contract clauses 552.238-77, Submission and Distribution of
Authorized FSS Price Lists (which provides for submission of price lists on a common -use electronic
medium), and 552.238-82, Modifications (which addresses electronic file updates).
552.238-97 PARTS AND SERVICE (MAY 2019)
(a) For equipment under items listed in the schedule of items or services on which offers are submitted,
the Contractor represents by submission of this offer that parts and services (including the performing
of warranty or guarantee service) are now available from dealers or distributors serving the areas of
ultimate overseas destination or that such facilities will be established and will be maintained
throughout the contract period. If a new servicing facility is to be established, the facility shall be
established no later than the beginning of the contract period.
(b) Each Contractor shall be fully responsible for the services to be performed by the named servicing
facilities, or by such facilities to be established, and fully guarantees performance of such services if the
original service proves unsatisfactory.
(c) Contractors are requested to provide the Ordering Activity, the names and addresses of all supply
and service points maintained in the geographic area in which the Contractor will perform. Please
indicate opposite each point whether or not a complete stock of repair parts for items offered is carried
at that point, and whether or not mechanical service is available.
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552.238-98 CLAUSES FOR OVERSEAS COVERAGE (MAY 2019)
(a) 52.214-34 Submission of Offers in the English Language
(b) 52.214-35 Submission of Offers in U.S. Currency
(c) 552.238-90 Characteristics of Electric Current
(d) 552.238-91 Marking and Documentation Requirements Per Shipment
(e) 552.238-97 Parts and Service
(f) 552.238-99 Delivery Prices Overseas
(g) 557,?39-100 Transshipments
(h) 552.238-101 Foreign Taxes and Duties
(i) 52.247-34 FOB Destination
0) 52.247-38 FOB Inland Carrier, Point of Exportation
(k) 52.247-39 FOB Inland Point, Country of Importation
552.238-99 DELIVERY PRICES OVERSEAS (MAY 2019)
(a) Prices offered must cover delivery to destinations as provided as follows:
(1) Direct delivery to consignee. F.O.B. Inland Point, Country of Importation (FAR 52.247-39).
(Offeror should indicate countries where direct delivery will be provided.)
(2) Delivery to overseas assembly point for transshipment when specified by the ordering
activity, if delivery is not covered under paragraph (1), above.
(3) Delivery to the overseas port of entry when delivery is not covered under paragraph (a)(1) or
(2) of this section.
(b) Geographic area(s)/countries/zones which are intended to be covered must be identified in the offer.
52.216-32 TASK -ORDER AND DELIVERY -ORDER OMBUDSMAN (SEP 2019) (ALT I
SEP 2019)
(a) In accordance with 41 U.S.C. 4106(e), the Agency has designated the following
task -order and delivery -order Ombudsman for this contract. The Ombudsman must
review complaints from the Contractor concerning all task -order and delivery -order
actions for this contract and ensure the Contractor is afforded a fair opportunity for
consideration in the award of orders, consistent with the procedures in the contract.
[Contracting Officer to insert name, address, telephone number, and email address for the
Agency Ombudsman or provide the URL address where this information may be found.]
(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g.,
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protests).
(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address
complaints with the Contracting Officer for resolution. When requested by the
Contractor, the Ombudsman may keep the identity of the concerned parry or entity
confidential, unless prohibited by law or agency procedure.
(d) Contracts used by multiple agencies.
(1) This is a contract that is used by multiple agencies. Complaints from
Contractors concerning orders placed under contracts used by multiple agencies are
primarily reviewed by the task -order and delivery -order Ombudsman for the
ordering activity.
(2) The ordering activity has designated the following task -order and delivery -order
Ombudsman for this order:
[The ordering activity's contracting officer to insert the name, address, telephone
number, and email address for the ordering activity's Ombudsman or provide the
URL address where this information may be found.]
(3) Before consulting with the task -order and delivery -order Ombudsman for the
ordering activity, the Contractor is encouraged to first address complaints with the
ordering activity's Contracting Officer for resolution. When requested by the
Contractor, the task -order and delivery -order Ombudsman for the ordering activity
may keep the identity of the concerned parry or entity confidential, unless
prohibited by law or agency procedure.
End of clause
52.219-13 NOTICE OF SET -ASIDE OF ORDERS (MAR 2020)
(a) The Contracting Officer may set aside orders for the small business concerns identified in 19.000(a)(3).
(b) The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business
concerns identified in 19.000(a)(3) and the applicable small business program. This notice, and its
restrictions, will apply only to the specific orders that have been set aside for any of the small business
concerns identified in 19.000(a)(3).
End of clause
52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET -ASIDE (MAR
2020)
(a) Definition.
"Small business concern," as used in this clause, means a concern, including its affiliates that is
independently owned and operated, not dominant in the field of operation in which it is bidding on
Government contracts, and qualified as a small business under the size standards in this solicitation.
(b) Applicability. This clause applies only to —
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(1) Contracts that have been totally set aside for small business concerns; and
(2) Orders set aside for small business concerns under multiple -award contracts as described in
8.405-5 and 16.505(b)(2)(i)(F).
(c) General.
(1) Offers are solicited only from small business concerns. Offers received from concerns that are
not small business concerns shall be considered nonresponsive and will be rejected.
(2) Any award resulting from this solicitation will be made to a small business concern.
End of clause
552.238-77 SUBMISSION AND DISTRIBUTION OF AUTHORIZED
FEDERAL SUPPLY SCHEDULE PRICE LISTS (MAR 2020)
(a) The Contractor shall submit its Authorized Federal Supply Schedule Price List on a common -use
electronic medium as prescribed by GSA. Some structured data entry in a prescribed format may be
required.
(b) Eligible ordering activities will utilize GSA's online shopping and ordering system to review a
Contractors' price lists.
End of clause
Note: Regulation 552.238-77
Contractors must follow the detailed guidance and requirements provided in the Contract
Requirements and Modification Guidance page(www.gsa.gov/mascontractrequirements)
when submitting electronic data for inclusion on the GSA Advantage! website.
52.202-1 DEFINITIONS (JUN 2020)
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;
(d) The word or term is defined in FAR part 31, for use in the cost principles and procedures; or
(e) The word or term defines an acquisition -related threshold, and if the threshold is adjusted for
inflation as set forth in FAR 1.109(a), then the changed threshold applies throughout the remaining term
of the contract, unless there is a subsequent threshold adjustment; see FAR 1.109(d).
52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER
RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF
WHISTLEBLOWER RIGHTS (JUN 2020)
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(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 Federal Acquisition Regulation (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 FAR 3.908.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold, as defined in FAR 2.101 on the date of
subcontract award.
52.204-10 REPORTING EXECUTIVE COMPENSATION AND
FIRST -TIER SUBCONTRACT AWARDS (JUN 2020)
(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.
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(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) database (Federal Acquisition
Regulation (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)l 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 httn://www.sec.izov/answers/execomn.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 valued at or above the threshold specified in FAR 4.1403(a) on the date of
subcontract award, the Contractor shall report the following information at http://www.fsrs.gov
for that first -tier subcontract. (The Contractor shall follow the instructions at httn://www.fsrs.eov
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).
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(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 valued at or above the threshold specified in FAR 4.1403(a) on the date of
subcontract award, 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 httD://www.fsrs.eov. 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. 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 htto://www.sec.uov/answers/execomD.htm.)
(e) The Contractor shall not split or break down first -tier subcontract awards to a value below the
threshold specified in FAR 4.1403(a), on the date of subcontract award 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 httn://www.fsrs.aov will be prepopulated with some information from SAM
and FPDS databases. If FPDS information is incorrect, the contractor should notify the contracting
officer. If the SAM database information is incorrect, the contractor is responsible for correcting this
information.
52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE
MAINTENANCE (AUG 2020)
(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 by unique location; or
(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by
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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 ster 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
each location of contract, including subcontract, performance. 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 ster 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 guhpart 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:Hcage.dla.mil. Change requests to the CAGE ster 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
httn://www.nato.int/structur/AC/135/main/links/contacts.htm) or NSPA at
httns://eDortal.nsna.nato.int/AC135Public/scaee/CaaeList.asnx to request CAGE changes.
(e) Additional guidance for maintaining CAGE codes is available at httns://cage.dla.mil.
(f) If the contract includes Federal Acquisition Regulation clause 52.204-2, Security Requirements, the
contractor shall ensure that subcontractors maintain their CAGE code(s) throughout the life of the
contract.
52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH
DISABILITIES (JUN 2020)
(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity
clause at 41 CFR 60— 741.5(a), as of March 24, 2014. This clause prohibits discrimination against
qualified individuals on the basis of disability, and requires affirmative action by the Contractor to
employ and advance in employment qualified individuals with disabilities.
(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase
order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the
date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary, so that
such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as
specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of
Labor, to enforce the terns, including action for noncompliance. Such necessary changes in language
may be made as shall be appropriate to identify properly the parties and their undertakings.
52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)
(a) Definitions. As used in this clause -
"Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled
veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the
meanings given at Federal Acquisition Regulation (FAR) 22.1301.
(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity
clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against
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qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in
employment qualified protected veterans.
(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or above
the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules,
regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director,
Office of Federal Contract Compliance Programs, to enforce the terms, including action for
noncompliance. Such necessary changes in language may be made as shall be appropriate to identify
properly the parties and their undertakings.
52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020)
(a) Definitions. As used in this clause, "active duty wartime or campaign badge veteran," "Armed
Forces service medal veteran," "disabled veteran," "protected veteran," and "recently separated
veteran," have the meanings given in Federal Acquisition Regulation (FAR) 22.1301.
(b) Unless the Contractor is a State or local government agency, the Contractor shall report at least
annually, as required by the Secretary of Labor, on-
(1) The total number of employees in the contractor's workforce, by job category and hiring
location, who are protected veterans (i.e., active duty wartime or campaign badge veterans,
Armed Forces service medal veterans, disabled veterans, and recently separated veterans);
(2) The total number of new employees hired during the period covered by the report, and of the
total, the number of protected veterans (i.e., active duty wartime or campaign badge veterans,
Armed Forces service medal veterans, disabled veterans, and recently separated veterans); and
(3) The maximum number and minimum number of employees of the Contractor or subcontractor
at each hiring location during the period covered by the report.
(c) The Contractor shall report the above items by filing the VETS-4212 "Federal Contractor Veterans'
Employment Report" (see "VETS-4212 Federal Contractor Reporting" and "Filing Your VETS-4212
Report" at httn://www.dol.Lov/vets/vets4212.htm).
(d) The Contractor shall file VETS-4212 Reports no later than September 30 of each year.
(e) The employment activity report required by paragraphs (b)(2) and (b)(3) of this clause shall reflect
total new hires, and maximum and minimum number of employees, during the most recent 12—month
period preceding the ending date selected for the report. Contractors may select an ending date-
(1) As of the end of any pay period between July 1 and August 31 of the year the report is due; or
(2) As of December 31, if the Contractor has prior written approval from the Equal Employment
Opportunity Commission to do so for purposes of submitting the Employer Information Report
EEO-1 (Standard Form 100).
(f) The number of veterans reported must be based on data known to the contractor when completing
the VETS-4212. The contractor's knowledge of veterans status may be obtained in a variety of ways,
including an invitation to applicants to self -identify (in accordance with 41 CFR 60-300.42), voluntary
self -disclosure by employees, or actual knowledge of veteran status by the contractor. This paragraph
does not relieve an employer of liability for discrimination under 38 U.S.C. 4212.
(g) The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold
specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or
orders of the Secretary of Labor.
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52.223-15 Energy Efficiency in Energy -Consuming Products (MAY
2020)
(a) Definition. As used in this clause --
Energy -efficient product--
(1) Means a product that--
(i) Meets Department of Energy and Environmental Protection Agency criteria for use of
the Energy Star trademark label; or
(ii) Is in the upper 25 percent of efficiency for all similar products as designated by the
Department of Energy's Federal Energy Management Program.
(2) The term "product" does not include any energy -consuming product or system designed or
procured for combat or combat -related missions (42 U.S.C. 8259b).
(b) The Contractor shall ensure that energy -consuming products are energy efficient products (i.e.,
ENERGY STAR® products or FEMP-designated products) at the time of contract award, for products
that are--
(1) Delivered;
(2) Acquired by the Contractor for use in performing services at a Federally -controlled facility;
(3) Furnished by the Contractor for use by the Government; or
(4) Specified in the design of a building or work, or incorporated during its construction,
renovation, or maintenance.
(c) The requirements of paragraph (b) apply to the Contractor (including any subcontractor) unless--
(1) The energy -consuming product is not listed in the ENERGY STAR® Program or FEMP; or
(2) Otherwise approved in writing by the Contracting Officer.
(d) Information about these products is available for--
(1) ENERGY STAR® at httn://www.energvstar.eov/products; and
(2) FEMP at
httos://www.enere v. gov/eere/femo/energv-efficient-products-and-energv-saving-technologies
52.225-19 Contractor Personnel in a Designated Operational Area or
Supporting a Diplomatic or Consular Mission Outside the United States
(MaY 2020)
(a) Definitions. As used in this clause --
Chief of mission means the principal officer in charge of a diplomatic mission of the United States or of
a United States office abroad which is designated by the Secretary of State as diplomatic in nature,
including any individual assigned under section 502(c) of the Foreign Service Act of 1980 (Pub. L.
96-465) to be temporarily in charge of such a mission or office.
Combatant commander means the commander of a unified or specified combatant command
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established in accordance with 10 U.S.C. 161. Designated operational area means a geographic area
designated by the combatant commander or subordinate joint force commander for the conduct or
support of specified military operations.
Supporting a diplomatic or consular mission means performing outside the United States under a
contract administered by Federal agency personnel who are subject to the direction of a chief of
mission.
(b) General.
(1) This clause applies when Contractor personnel are required to perform outside the United
States—
(i) In a designated operational area during --
(A) Contingency operations;
(B) Humanitarian or peacekeeping operations; or
(C) Other military operations; or military exercises, when designated by the
Combatant Commander; or
(ii) When supporting a diplomatic or consular mission --
(A) That has been designated by the Department of State as a danger pay post
(see httns://aonrals.state. eov/); or
(B) That the Contracting Officer has indicated is subject to this clause.
(2) Contract performance may require work in dangerous or austere conditions. Except as
otherwise provided in the contract, the Contractor accepts the risks associated with required
contract performance in such operations.
(3) Contractor personnel are civilians.
(i) Except as provided in paragraph (b)(3)(ii) of this clause, and in accordance with
paragraph (i)(3) of this clause, Contractor personnel are only authorized to use deadly
force in self-defense.
(ii) Contractor personnel performing security functions are also authorized to use deadly
force when use of such force reasonably appears necessary to execute their security
mission to protect assets/persons, consistent with the terms and conditions contained in
the contract or with their job description and terms of employment.
(4) Service performed by Contractor personnel subject to this clause is not active duty or service
under 38 U.S.C. 106 note.
(c) Support. Unless specified elsewhere in the contract, the Contractor is responsible for all logistical
and security support required for Contractor personnel engaged in this contract.
(d) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its
personnel in the designated operational area or supporting the diplomatic or consular mission are
familiar with and comply with, all applicable—
(1) United States, host country, and third country national laws;
(2) Treaties and international agreements;
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(3) United States regulations, directives, instructions, policies, and procedures; and
(4) Force protection, security, health, or safety orders, directives, and instructions issued by the
Chief of Mission or the Combatant Commander; however, only the Contracting Officer is
authorized to modify the terms and conditions of the contract.
(e) Preliminary personnel requirements.
(1) Specific requirements for paragraphs (e)(2)(i) through (e)(2)(vi) of this clause will be set forth
in the statement of work, or elsewhere in the contract.
(2) Before Contractor personnel depart from the United States or a third country, and before
Contractor personnel residing in the host country begin contract performance in the designated
operational area or supporting the diplomatic or consular mission, the Contractor shall ensure the
following:
(i) All required security and background checks are complete and acceptable.
(ii) All personnel are medically and physically fit and have received all required
vaccinations.
(iii) All personnel have all necessary passports, visas, entry permits, and other documents
required for Contractor personnel to enter and exit the foreign country, including those
required for in -transit countries.
(iv) All personnel have received --
(A) A country clearance or special area clearance, if required by the chief of
mission; and
(B) Theater clearance, if required by the Combatant Commander.
(v) All personnel have received personal security training. The training must at a
minimum --
(A) Cover safety and security issues facing employees overseas;
(B) Identify safety and security contingency planning activities; and
(C) Identify ways to utilize safety and security personnel and other resources
appropriately.
(vi) All personnel have received isolated personnel training, if specified in the contract.
Isolated personnel are military or civilian personnel separated from their unit or
organization in an environment requiring them to survive, evade, or escape while
awaiting rescue or recovery.
(vii) All personnel who are U.S. citizens are registered with the U.S. Embassy or
Consulate with jurisdiction over the area of operations on-line at
hftD://www.travel.state.gov.
(3) The Contractor shall notify all personnel who are not a host country national or ordinarily
resident in the host country that--
(i) If this contract is with the Department of Defense, or the contract relates to supporting
the mission of the Department of Defense outside the United States, such employees, and
dependents residing with such employees, who engage in conduct outside the United
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States that would constitute an offense punishable by imprisonment for more than one
year if the conduct had been engaged in within the special maritime and territorial
jurisdiction of the United States, may potentially be subject to the criminal jurisdiction of
the United States (see the Military Extraterritorial Jurisdiction Act of 2000 (18 U.S.C.
3261 et seq.);
(ii) Pursuant to the War Crimes Act, 18 U.S.C. 2441, Federal criminal jurisdiction also
extends to conduct that is determined to constitute a war crime when committed by a
civilian national of the United States; and
(iii) Other laws may provide for prosecution of U.S. nationals who commit offenses on
the premises of United States diplomatic, consular, military or other United States
Government missions outside the United States (18 U.S.C. 7(9)).
(f) Processing and departure points. The Contractor shall require its personnel who are arriving from
outside the area of performance to perform in the designated operational area or supporting the
diplomatic or consular mission to--
(1) Process through the departure center designated in the contract or complete another process as
directed by the Contracting Officer;
(2) Use a specific point of departure and transportation mode as directed by the Contracting
Officer; and
(3) Process through a reception center as designated by the Contracting Officer upon arrival at the
place of performance.
(g) Personnel data.
(1) Unless personnel data requirements are otherwise specified in the contract, the Contractor
shall establish and maintain with the designated Government official a current list of all
Contractor personnel in the areas of performance. The Contracting Officer will inform the
Contractor of the Government official designated to receive this data and the appropriate system
to use for this effort.
(2) The Contractor shall ensure that all employees on this list have a current record of emergency
data, for notification of next of kin, on file with both the Contractor and the designated
Government official.
(h) Contractor personnel. The Contracting Officer may direct the Contractor, at its own expense, to
remove and replace any Contractor personnel who fail to comply with or violate applicable
requirements of this contract. Such action may be taken at the Government's discretion without
prejudice to its rights under any other provision of this contract, including termination for default or
cause.
(i) Weapons.
(1) If the Contracting Officer, subject to the approval of the Combatant Commander or the Chief
of Mission, authorizes the carrying of weapons--
(i) The Contracting Officer may authorize an approved Contractor to issue
Contractor -owned weapons and ammunition to specified employees; or
(ii) The To be determined at the task order level [Contracting Officer to specify
individual, e.g., Contracting Officer Representative, Regional Security Officer, etc,] may
issue Government -furnished weapons and ammunition to the Contractor for issuance to
specified Contractor employees.
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(2) The Contractor shall provide to the Contracting Officer a specific list of personnel for whom
authorization to carry a weapon is requested.
(3) The Contractor shall ensure that its personnel who are authorized to carry weapons--
(i) Are adequately trained to carry and use them --
(A) Safely;
(B) With full understanding of, and adherence to, the rules of the use of force
issued by the Combatant Commander or the Chief of Mission; and
(C) In compliance with applicable agency policies, agreements, rules, regulations,
and other applicable law;
(ii) Are not barred from possession of a firearm by 18 U.S.C. 922; and
(iii) Adhere to all guidance and orders issued by the Combatant Commander or the Chief
of Mission regarding possession, use, safety, and accountability of weapons and
ammunition.
(4) Upon revocation by the Contracting Officer of the Contractor's authorization to possess
weapons, the Contractor shall ensure that all Government -furnished weapons and unexpended
ammunition are returned as directed by the Contracting Officer.
(5) Whether or not weapons are Government -furnished, all liability for the use of any weapon by
Contractor personnel rests solely with the Contractor and the Contractor employee using such
weapon.
0) Vehicle or equipment licenses. Contractor personnel shall possess the required licenses to operate all
vehicles or equipment necessary to perform the contract in the area of performance.
(k) Military clothing and protective equipment.
(1) Contractor personnel are prohibited from wearing military clothing unless specifically
authorized by the Combatant Commander. If authorized to wear military clothing, Contractor
personnel must wear distinctive patches, armbands, nametags, or headgear, in order to be
distinguishable from military personnel, consistent with force protection measures.
(2) Contractor personnel may wear specific items required for safety and security, such as
ballistic, nuclear, biological, or chemical protective equipment.
(1) Evacuation.
(1) If the Chief of Mission or Combatant Commander orders a mandatory evacuation of some or
all personnel, the Government will provide to United States and third country national Contractor
personnel the level of assistance provided to private United States citizens.
(2) In the event of a non -mandatory evacuation order, the Contractor shall maintain personnel on
location sufficient to meet contractual obligations unless instructed to evacuate by the Contracting
Officer.
(m) Personnel recovery.
(1) In the case of isolated, missing, detained, captured or abducted Contractor personnel, the
Government will assist in personnel recovery actions.
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(2) Personnel recovery may occur through military action, action by non -governmental
organizations, other Government -approved action, diplomatic initiatives, or through any
combination of these options.
(3) The Department of Defense has primary responsibility for recovering DoD contract service
employees and, when requested, will provide personnel recovery support to other agencies in
accordance with DoD Directive 2310.2, Personnel Recovery.
(n) Notification and return ofpersonal effects.
(1) The Contractor shall be responsible for notification of the employee -designated next of kin,
and notification as soon as possible to the U.S. Consul responsible for the area in which the event
occurred, if the employee--
(i) Dies;
(ii) Requires evacuation due to an injury; or
(iii) Is isolated, missing, detained, captured, or abducted.
(2) The Contractor shall also be responsible for the return of all personal effects of deceased or
missing Contractor personnel, if appropriate, to next of kin.
(o) Mortuary affairs. Mortuary affairs for Contractor personnel who die in the area of performance will
be handled as follows:
(1) If this contract was awarded by DoD, the remains of Contractor personnel will be handled in
accordance with DoD Directive 1300.22, Mortuary Affairs Policy.
(2) (i) If this contract was awarded by an agency other than DoD, the Contractor is
responsible for the return of the remains of Contractor personnel from the point of
identification of the remains to the location specified by the employee or next of kin, as
applicable, except as provided in paragraph (o)(2)(ii) of this clause.
(ii) In accordance with 10 U.S.C. 1486, the Department of Defense may provide, on a
reimbursable basis, mortuary support for the disposition of remains and personal effects
of all U.S. citizens upon the request of the Department of State.
(p) Changes. In addition to the changes otherwise authorized by the Changes clause of this contract, the
Contracting Officer may, at any time, by written order identified as a change order, make changes in
place of performance or Government -furnished facilities, equipment, material, services, or site. Any
change order issued in accordance with this paragraph shall be subject to the provisions of the Changes
clause of this contract.
(q) Subcontracts. The Contractor shall incorporate the substance of this clause, including this paragraph
(q), in all subcontracts that require subcontractor personnel to perform outside the United States--
(1) In a designated operational area during--
(i) Contingency operations;
(ii) Humanitarian or peacekeeping operations;or
(iii) Other military operations; or military exercises, when designated by the Combatant
Commander; or
(2) When supporting a diplomatic or consular mission --
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(i) That has been designated by the Department of State as a danger pay post (see
httns:Haonrals. state. eov/l;or
(ii) That the Contracting Officer has indicated is subject to this clause.
52.216-18 ORDERING (AUG 2020)
(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of
delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders
may be issued from TBD through TBD.
(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the
event of conflict between a delivery order or task order and this contract, the contract shall control.
(c) A delivery order or task order is considered "issued" when
(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government
deposits the order in the mail;
(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or
(3) If sent electronically, the Government either—
(i) Posts a copy of the delivery order or task order to a Government document access system,
and notice is sent to the Contractor; or
(ii) Distributes the delivery order or task order via email to the Contractor's email address.
(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in
the contract.
52.228-3 WORKER'S COMPENSATION INSURANCE (DEFENSE BASE ACT) (JUL
2014)
(a) The Contractor shall
(1) Before commencing performance under this contract, establish provisions to provide for the
payment of disability compensation and medical benefits to covered employees and death benefits
to their eligible survivors, by purchasing workers' compensation insurance or qualifying as a
self -insurer under the Longshore and Harbor Workers' Compensation Act (33 U.S.C. 932) as
extended by the Defense Base Act (42 U.S.C.1651 _ etseq.), and continue to maintain provisions to
provide such Defense Base Act benefits until contract performance is completed;
(2) Within ten days of an employee's injury or death or from the date the Contractor has knowledge
of the injury or death, submit Form LS-202 (Employee's First Report of Injury or Occupational
Illness) to the Department of Labor in accordance with the Longshore and Harbor Workers'
Compensation Act (33 U.S.C. 930(a), 20 CFR 702.201 to 702.203);
(3) Pay all compensation due for disability or death within the time frames required by the
Longshore and Harbor Workers' Compensation Act (33 U.S.C. 914, 20 CFR 702.231 and 703.232);
(4) Provide for medical care as required by the Longshore and Harbor Workers' Compensation Act
(33 U.S.C. 907, 20 CFR 702.402 and 702.419);
(5) If controverting the right to compensation, submit Form LS-207 (Notice of Controversion of
Right to Compensation) to the Department of Labor in accordance with the Longshore and Harbor
Workers' Compensation Act (33 U.S.C. 914(d), 20 CFR 702.251);
(6) Immediately upon making the first payment of compensation in any case, submit Form LS-206
(Payment Of Compensation Without Award) to the Department of Labor in accordance with the
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Longshore and Harbor Workers' Compensation Act (33 U.S.C. 914(c), 20 CFR 702.234);
(7) When payments are suspended or when making the final payment, submit Form LS-208 (Notice
of Final Payment or Suspension of Compensation Payments) to the Department of Labor in
accordance with the Longshore and Harbor Workers' Compensation Act (33 U.S.C. 914(c) and
(g), 20 CFR 702.234 and 702.235); and
(8) Adhere to all other provisions of the Longshore and Harbor Workers' Compensation Act as
extended by the Defense Base Act, and Department of Labor regulations at 20 CFR Parts 701 to
704.
(b) For additional information on the Longshore and Harbor Workers' Compensation Act requirements
see httn://www.dol.gov/owep/dlhwc/Isdba.htm.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts to
which the Defense Base Act applies.
(End of clause)
(Note: This is an FSS reproduction using word processing software) STANDARD
FORM 1449 (10-95) (BACK)
52.204-2 SECURITY REQUIREMENTS (MAR 2021)
(a) This clause applies to the extent that this contract involves access to information classified
"Confidential," "Secret," or "Top Secret."
(b) The Contractor shall comply with —
(1) The Security Agreement (DD Form 441), including the National Industrial Security Program
Operating Manual (32 CFR part 117); 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.
52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES
(FEB 2021)
(a) Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the
Treasury, the Contractor shall not acquire, for use in the performance of this contract, any supplies or
services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC's
implementing regulations at 31 CFR chapter V, would prohibit such a transaction by a person subject to
the jurisdiction of the United States.
(b) Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited,
as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of
entities and individuals subject to economic sanctions are included in OFAC's List of Specially
Designated Nationals and Blocked Persons at httns://home.treasurv.izov/Dolicv-issues/
financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists.
More information about these restrictions, as well as updates, is available in the OFAC's regulations at
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31 CFR chapter V and/or on OFAC's Web site at httns://home.treasurv.2ov/nolicv-issues/
office-of-foreign-assets-control-sanctions-nroerams-and-information.
(c) The Contractor shall insert this clause, including this paragraph (c), in all subcontracts.
552.238-80 INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL
2020)
(a) Reporting of Federal Sunnly Schedule Sales. The Contractor shall report all contract sales under this
contract as follows:
(1) The Contractor shall accurately report the dollar value, in U.S. dollars and rounded to the
nearest whole dollar, of all sales under this contract by calendar quarter (January 1-March 31,
April 1- June 30, July 1-September 30, and October 1-December 31). The dollar value of a sale is
the price paid by the Schedule user for products and services on a Schedule task or delivery order.
The reported contract sales value shall include the Industrial Funding Fee (IFF). The Contractor
shall maintain a consistent accounting method of sales reporting, based on the Contractor's
established commercial accounting practice. The acceptable points at which sales may be
reportedinclude—
(i) Receipt of order;
(ii) Shipment or delivery, as applicable;
(iii) Issuance of an invoice; or
(iv) Payment.
(2) Contract sales shall be reported to Federal Acquisition Services (FAS) within 30 calendar
days following the completion of each reporting quarter. The Contractor shall continue to furnish
quarterly reports, including "zero" sales, through physical completion of the last outstanding task
order or delivery order of the contract.
(3) ) Reportable sales under the contract are those resulting from sales of contract items to
authorized users unless the purchase was conducted pursuant to a separate contracting authority
such as a Governmentwide Acquisition Contract (GWAC); a separately awarded FAR Part 12,
FAR Part 13, FAR Part 14, or FAR Part 15 procurement; or a non -FAR contract. Sales made to
state and local governments under Cooperative Purchasing authority shall be counted as
reportable sales for IFF purposes.
(4) The Contractor shall electronically report the quarterly dollar value of sales, including "zero"
sales, by utilizing the automated reporting system at an Internet website designated by the
General Services Administration (GSA)'s Federal Acquisition Service (FAS). Prior to using this
automated system, the Contractor shall complete contract registration with the FAS Vendor
Support Center (VSC). The website address, as well as registration instructions and reporting
procedures, will be provided at the time of award. The Contractor shall report sales separately for
each National Stock Number (NSN), Special Item Number (SIN), or sub -item.
(5) The Contractor shall convert the total value of sales made in foreign currency to U.S. dollars
using the "Treasury Reporting Rates of Exchange" issued by the U.S. Department of Treasury,
Financial Management Service. The Contractor shall use the issue of the Treasury report in effect
on the last day of the calendar quarter. The report is available from Financial Management
Service, International Funds Branch, Telephone: (202) 874-7994, Internet:
httn://www.fiscal.treasurv.izov/fsrenorts/rot/treasRntRateExch/treasRntRateExch home.htm.
(b) The Contractor shall remit the IFF at the rate set by GSA's FAS.
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(1) The Contractor shall remit the IFF to FAS in U.S. dollars within 30 calendar days after the
end of the reporting quarter; final payment shall be remitted within 30 days after physical
completion of the last outstanding task order or delivery order of the contract.
(2) The IFF represents a percentage of the total quarterly sales reported. This percentage is set at
the discretion of GSA's FAS. GSA's FAS has the unilateral right to change the percentage at any
time, but not more than once per year. FAS will provide reasonable notice prior to the effective
date of the change. The IFF reimburses FAS for the costs of operating the Federal Supply
Schedules Program. FAS recoups its operating costs from ordering activities as set forth in 40
U.S.C. 321: Acquisition Services Fund. Net operating revenues generated by the IFF are also
applied to fund initiatives benefitting other authorized FAS programs, in accordance with 40
U.S.C. 321. Offerors must include the IFF in their prices. The fee is included in the award price(s)
and reflected in the total amount charged to ordering activities. FAS will post notice of the
current IFF at httos://sm.fas.gsa.gov/ or successor website as appropriate.
(c) Within 60 days of award, an FAS representative will provide the Contractor with specific written
procedural instructions on remitting the IFF. FAS reserves the unilateral right to change such
instructions from time to time, following notification to the Contractor.
(d) Failure to remit the full amount of the IFF within 30 calendar days after the end of the applicable
reporting period constitutes a contract debt to the United States Government under the terms of FAR
Subpart 32.6. The Government may exercise all rights under the Debt Collection Improvement Act of
1996, including withholding or setting off payments and interest on the debt (see FAR clause
52.232-17, Interest). Should the Contractor fail to submit the required sales reports, falsify them, or fail
to timely pay the IFF, this is sufficient cause for the Government to terminate the contract for cause.
End of Clause
Note: Regulation 552.238-80
FSS contractors are required to report sales and remit IFF for Schedule items sold via
FedMall, just as they would for any other Schedule sale. FedMall sales of Schedule items
are treated no differently than sales earned via GSA Advantage! or from orders directly
placed by an ordering activity.
This clause does not apply to contracts participating in the Transactional Data Reporting
(TDR) Pilot. Please refer to clause 552.238-80 Alternate I.
52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND
MATERIAL SAFETY DATA (FEB 2021) (ALTERNATE I - JUL 1995)
(a) Hazardous material, as used in this clause, includes any material defined as hazardous under the
latest version of Federal Standard No. 313 (including revisions adopted during the tern of the contract).
(b) The offeror must list any hazardous material, as defined in paragraph (a) of this clause, to be
delivered under this contract. The hazardous material shall be properly identified and include any
applicable identification number, such as National Stock Number or Special Item Number. This
information shall also be included on the Material Safety Data Sheet submitted under this contract.
Material (if none insert Identification No.
None)
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(c) This list must be updated during performance of the contract whenever the Contractor determines
that any other material to be delivered under this contract is hazardous.
(d) The apparently successful offeror agrees to submit, for each item as required prior to award, a
Material Safety Data Sheet, meeting the requirements of 29 CFR 1910.1200(g) and the latest version of
Federal Standard No. 313, for all hazardous material identified in paragraph (b) of this clause. Data
shall be submitted in accordance with Federal Standard No. 313, whether or not the apparently
successful offeror is the actual manufacturer of these items. Failure to submit the Material Safety Data
Sheet prior to award may result in the apparently successful offeror being considered nonresponsible
and ineligible for award.
(e) If, after award, there is a change in the composition of the item(s) or a revision to Federal Standard
No. 313, which renders incomplete or inaccurate the data submitted under paragraph (d) of this clause,
the Contractor shall promptly notify the Contracting Officer and resubmit the data.
(f) Neither the requirements of this clause nor any act or failure to act by the Government shall relieve
the Contractor of any responsibility or liability for the safety of Government, Contractor, or
subcontractor personnel or property.
(g) Nothing contained in this clause shall relieve the Contractor from complying with applicable
Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of licenses
and permits) in connection with hazardous material.
(h) The Government's rights in data furnished under this contract with respect to hazardous material are
as follows:
(1) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this
right are to—
(i) Apprise personnel of the hazards to which they may be exposed in using, handling,
packaging, transporting, or disposing of hazardous materials;
(ii) Obtain medical treatment for those affected by the material; and
(iii) Have others use, duplicate, and disclose the data for the Government for these
purposes.
(2) To use, duplicate, and disclose data furnished under this clause, in accordance with
subparagraph (h)(1) of this clause, in precedence over any other clause of this contract providing
for rights in data.
(3) The Government is not precluded from using similar or identical data acquired from other
sources.
(i) Except as provided in paragraph (i)(2) the Contractor shall prepare and submit a sufficient number of
Material Safety Data Sheets (MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the
latest version of Federal Standard No. 313, for all hazardous materials identified in paragraph (b) of this
clause.
(1) For items shipped to consignees, the Contractor shall include a copy of the MSDS with the
packing list or other suitable shipping document which accompanies each shipment.
Alternatively, the Contractor is permitted to transmit MSDS's to consignees in advance of receipt
of shipments by consignees, if authorized in writing by the Contracting Officer.
(2) For items shipped to consignees identified by mailing address as agency depots, distribution
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centers or customer supply centers, the Contractor shall provide one copy of the MSDS's in or on
each shipping container. If affixed to the outside of each container, the MSDS must be placed in a
weather resistant envelope.
Note: Regulation 52.223-3
Safety Data Sheets, hazardous material labels and other relevant data should not be
submitted to the MAS Contracting Officer. This information should be provided directly to
the ordering activity in accordance with this clause.
552.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2021)
(DEVIATION FAR 52.252-6)
(a) Deviations to FAR clauses. This solicitation or contract identifies any authorized deviation to a
Federal Acquisition Regulation (FAR) (48 CFR chapter 1) clause by the addition of "(DEVIATION
FAR (clause number))" after the date of the clause.
(b) Deviations to GSAR clauses. This solicitation or contract identifies any authorized deviation to a
General Services Administration Acquisition Regulation (GSAR) (48 CFR chapter 5) clause by the
addition of "(DEVIATION)" after the date of the clause.
(c) "Substantially the same as" clauses. Changes in wording of clauses prescribed for use on a
"substantially the same as" basis are not considered deviations.
(End of Clause)
52.245-1 GOVERNMENT PROPERTY (SEP 2021)
(a) Definitions. As used in this clause -
Cannibalize means to remove parts from Government property for use or for installation on other
Government property.
Contractor -acquired property means property acquired, fabricated, or otherwise provided by the
Contractor for performing a contract, and to which the Government has title.
Contractor inventory means-
(1) Any property acquired by and in the possession of a Contractor or subcontractor under a
contract for which title is vested in the Government and which exceeds the amounts needed to complete
full performance under the entire contract;
(2) Any property that the Government is obligated or has the option to take over under any type
of contract, e.g., as a result either of any changes in the specifications or plans thereunder or of the
termination of the contract (or subcontract thereunder), before completion of the work, for the
convenience or at the option of the Government; and
(3) Government -furnished property that exceeds the amounts needed to complete full
performance under the entire contract.
Contractor's managerial personnel means the Contractor's directors, officers, managers,
superintendents, or equivalent representatives who have supervision or direction of -
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(1) All or substantially all of the Contractor's business;
(2) All or substantially all of the Contractor's operation at any one plant or separate location; or
(3) A separate and complete major industrial operation.
Demilitarization means rendering a product unusable for, and not restorable to, the purpose for
which it was designed or is customarily used.
Discrepancies incident to shipment means any differences (e.g., count or condition) between the
items documented to have been shipped and items actually received.
Equipment means a tangible item that is functionally complete for its intended purpose, durable,
nonexpendable, and needed for the performance of a contract. Equipment is not intended for sale, and
does not ordinarily lose its identity or become a component part of another article when put into use.
Equipment does not include material, real property, special test equipment or special tooling.
Government furnished property means property in the possession of, or directly acquired by, the
Government and subsequently furnished to the Contractor for performance of a contract.
Government -furnished property includes, but is not limited to, spares and property furnished for repair,
maintenance, overhaul, or modification. Government -furnished property also includes
contractor -acquired property if the contractor -acquired property is a deliverable under a cost contract
when accepted by the Government for continued use under the contract.
Government property means all property owned or leased by the Government. Government
property includes both Government- furnished and Contractor -acquired property. Government property
includes material, equipment, special tooling, special test equipment, and real property. Government
property does not include intellectual property and software.
Loss of Government property means unintended, unforeseen or accidental loss, damage or
destruction to Government property that reduces the Government's expected economic benefits of the
property. Loss of Government property does not include purposeful destructive testing, obsolescence,
normal wear and tear or manufacturing defects. Loss of Government property includes, but is not
limited to-
(1) Items that cannot be found after a reasonable search;
(2) Theft;
(3) Damage resulting in unexpected harm to property requiring repair to restore the item to
usable condition; or
(4) Destruction resulting from incidents that render the item useless for its intended purpose or
beyond economical repair.
Material means property that may be consumed or expended during the performance of a contract,
component parts of a higher assembly, or items that lose their individual identity through incorporation
into an end item. Material does not include equipment, special tooling, special test equipment or real
property.
Nonseverable means property that cannot be removed after construction or installation without
substantial loss of value or damage to the installed property or to the premises where installed.
Precious metals means silver, gold, platinum, palladium, iridium, osmium, rhodium, and
ruthenium.
Production scrap means unusable material resulting from production, engineering, operations and
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maintenance, repair, and research and development contract activities. Production scrap may have value
when re -melted or reprocessed, e.g., textile and metal clippings, borings, and faulty castings and
forgings.
Property means all tangible property, both real and personal.
Property Administrator means an authorized representative of the Contracting Officer appointed in
accordance with agency procedures, responsible for administering the contract requirements and
obligations relating to Government property in the possession of a Contractor.
Property records means the records created and maintained by the contractor in support of its
stewardship responsibilities for the management of Government property.
Provide means to furnish, as in Government -furnished property, or to acquire, as in
contractor -acquired property.
Real property See Federal Management Regulation 102-71.20 (41 CFR 102-71.20).
Sensitive property means property potentially dangerous to the public safety or security if stolen,
lost, or misplaced, or that shall be subject to exceptional physical security, protection, control, and
accountability. Examples include weapons, ammunition, explosives, controlled substances, radioactive
materials, hazardous materials or wastes, or precious metals.
Unit acquisition cost means-
(1) For Government -furnished property, the dollar value assigned by the Government and
identified in the contract; and
(2) For contractor -acquired property, the cost derived from the Contractor's records that reflect
consistently applied generally accepted accounting principles.
(b) Property management
(1) The Contractor shall have a system of internal controls to manage (control, use, preserve, protect,
repair, and maintain) Government property in its possession. The system shall be adequate to satisfy the
requirements of this clause. In doing so, the Contractor shall initiate and maintain the processes,
systems, procedures, records, and methodologies necessary for effective and efficient control of
Government property. The Contractor shall disclose any significant changes to its property management
system to the Property Administrator prior to implementation of the changes. The Contractor may
employ customary commercial practices, voluntary consensus standards, or industry -leading practices
and standards that provide effective and efficient Government property management that are necessary
and appropriate for the performance of this contract (except where inconsistent with law or regulation).
(2) The Contractor's responsibility extends from the initial acquisition and receipt of property,
through stewardship, custody, and use until formally relieved of responsibility by authorized means,
including delivery, consumption, expending, sale (as surplus property), or other disposition, or via a
completed investigation, evaluation, and final determination for lost property. This requirement applies
to all Government property under the Contractor's accountability, stewardship, possession or control,
including its vendors or subcontractors (see paragraph (f)(1)(v) of this clause).
(3) The Contractor shall include the requirements of this clause in all subcontracts under which
Government property is acquired or furnished for subcontract performance.
(4) The Contractor shall establish and maintain procedures necessary to assess its property
management system effectiveness and shall perform periodic internal reviews, surveillances, self
assessments, or audits. Significant findings or results of such reviews and audits pertaining to
Government property shall be made available to the Property Administrator.
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(c) Use of Government property.
(1) The Contractor shall use Government property, either furnished or acquired under this contract, only
for performing this contract, unless otherwise provided for in this contract or approved by the
Contracting Officer.
(2) Modifications or alterations of Government property are prohibited, unless they are-
(i) Reasonable and necessary due to the scope of work under this contract or its terms and
conditions;
(ii) Required for normal maintenance; or
(iii) Otherwise authorized by the Contracting Officer.
(3) The Contractor shall not cannibalize Government property unless otherwise provided for in
this contract or approved by the Contracting Officer.
(d) Government -furnished property.
(1) The Government shall deliver to the Contractor the Government -furnished property described in this
contract. The Government shall furnish related data and information needed for the intended use of the
property. The warranties of suitability of use and timely delivery of Government -furnished property do
not apply to property acquired or fabricated by the Contractor as contractor -acquired property and
subsequently transferred to another contract with this Contractor.
(2) The delivery and/or performance dates specified in this contract are based upon the
expectation that the Government -furnished property will be suitable for contract performance and will
be delivered to the Contractor by the dates stated in the contract.
(i) If the property is not delivered to the Contractor by the dates stated in the contract, the
Contracting Officer shall, upon the Contractor's timely written request, consider an equitable
adjustment to the contract.
(ii) In the event property is received by the Contractor, or for Government -furnished property
after receipt and installation, in a condition not suitable for its intended use, the Contracting Officer
shall, upon the Contractor's timely written request, advise the Contractor on a course of action to
remedy the problem. Such action may include repairing, replacing, modifying, returning, or otherwise
disposing of the property at the Government's expense. Upon completion of the required action(s), the
Contracting Officer shall consider an equitable adjustment to the contract (see also paragraph
(f)(1)(ii)(A) of this clause).
(iii) The Government may, at its option, furnish property in an "as -is" condition. The
Contractor will be given the opportunity to inspect such property prior to the property being provided.
In such cases, the Government makes no warranty with respect to the serviceability and/or suitability of
the property for contract performance. Any repairs, replacement, and/or refurbishment shall be at the
Contractor's expense.
(3)
(i) The Contracting Officer may by written notice, at any time -
(A) Increase or decrease the amount of Government -furnished property under this
contract;
(B) Substitute other Government -furnished property for the property previously furnished,
to be furnished, or to be acquired by the Contractor for the Government under this contract; or
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(C) Withdraw authority to use property
(ii) Upon completion of any action(s) under paragraph (d)(3)(i) of this clause, and the
Contractor's timely written request, the Contracting Officer shall consider an equitable adjustment to
the contract.
(e) Title to Government property.
(1) All Government -furnished property and all property acquired by the Contractor, title to which vests
in the Government under this paragraph (collectively referred to as "Government property"), is subject
to the provisions of this clause. The Government shall retain title to all Government -furnished property.
Title to Government property shall not be affected by its incorporation into or attachment to any
property not owned by the Government, nor shall Government property become a fixture or lose its
identity as personal property by being attached to any real property.
(2) Title vests in the Government for all property acquired or fabricated by the Contractor in
accordance with the financing provisions or other specific requirements for passage of title in the
contract. Under fixed price type contracts, in the absence of financing provisions or other specific
requirements for passage of title in the contract, the Contractor retains title to all property acquired by
the Contractor for use on the contract, except for property identified as a deliverable end item. If a
deliverable item is to be retained by the Contractor for use after inspection and acceptance by the
Government, it shall be made accountable to the contract through a contract modification listing the
item as Govermient-furnished property.
(3) Title under Cost -Reimbursement or Time -and -Material Contracts or Cost -Reimbursable line
items under Fixed -Price contracts.
(i) Title to all property purchased by the Contractor for which the Contractor is entitled to be
reimbursed as a direct item of cost under this contract shall pass to and vest in the Government upon the
vendor's delivery of such property.
(ii) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass
to and vest in the Government upon -
(A) Issuance of the property for use in contract performance;
(B) Commencement of processing of the property for use in contract performance; or
(C) Reimbursement of the cost of the property by the Government, whichever occurs first.
(f) Contractor plans and systems.
(1) Contractors shall establish and implement property management plans, systems, and procedures at
the contract, program, site or entity level to enable the following outcomes:
(i) Acquisition of Property. The Contractor shall document that all property was acquired
consistent with its engineering, production planning, and property control operations.
(ii) Receipt of Government Property. The Contractor shall receive Government property and
document the receipt, record the information necessary to meet the record requirements of paragraph
(f)(1)(iii)(A)(1) through (5) of this clause, identify as Government owned in a manner appropriate to the
type of property (e.g., stamp, tag, mark, or other identification), and manage any discrepancies incident
to shipment.
(A) Government furnished property. The Contractor shall furnish a written statement to
the Property Administrator containing all relevant facts, such as cause or condition and a recommended
course(s) of action, if overages, shortages, or damages and/or other discrepancies are discovered upon
receipt of Government -furnished property.
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(B) Contractor -acquired property. The Contractor shall take all actions necessary to adjust
for overages, shortages, damage and/or other discrepancies discovered upon receipt, in shipment of
Contractor -acquired property from a vendor or supplier, so as to ensure the proper allocability and
allowability of associated costs.
(iii) Records of Government property. The Contractor shall create and maintain records of all
Government property accountable to the contract, including Government -furnished and
Contractor -acquired property.
(A) Property records shall enable a complete, current, auditable record of all transactions
and shall, unless otherwise approved by the Property Administrator, contain the following:
(1) The name, part number and description, National Stock Number (if needed for
additional item identification tracking and/or disposition), and other data elements as necessary and
required in accordance with the terns and conditions of the contract.
(2) Quantity received (or fabricated), issued, and balance -on -hand.
(3) Unit acquisition cost.
(4) Unique -item identifier or equivalent (if available and necessary for individual item
tracking).
(5) Unit of measure.
(6) Accountable contract number or equivalent code designation.
(7) Location.
(8) Disposition.
(9) Posting reference and date of transaction.
(10) Date placed in service (if required in accordance with the terms and conditions of
the contract)
(B) Use of a Receipt and Issue System for Government Material. When approved by the
Property Administrator, the Contractor may maintain, in lieu of formal property records, a file of
appropriately cross-referenced documents evidencing receipt, issue, and use of material that is issued
for immediate consumption.
(iv) Physical inventory. The Contractor shall periodically perform, record, and disclose
physical inventory results. A final physical inventory shall be performed upon contract completion or
termination. The Property Administrator may waive this final inventory requirement, depending on the
circumstances (e.g., overall reliability of the Contractor's system or the property is to be transferred to a
follow-on contract).
(v) Subcontractor control.
(A) The Contractor shall award subcontracts that clearly identify items to be provided and the extent of
any restrictions or limitations on their use. The Contractor shall ensure appropriate flow down of
contract terms and conditions (e.g., extent of liability for loss of Government property.
(B) The Contractor shall assure its subcontracts are properly administered and reviews are
periodically performed to determine the adequacy of the subcontractor's property management system.
(vi) Reports. The Contractor shall have a process to create and provide reports of
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discrepancies, loss of Government property, physical inventory results, audits and self -assessments,
corrective actions, and other property -related reports as directed by the Contracting Officer.
(vii) Relief of stewardship responsibility and liability. The Contractor shall have a process to
enable the prompt recognition, investigation, disclosure and reporting of loss of Government property,
including losses that occur at subcontractor or alternate site locations.
(A) This process shall include the corrective actions necessary to prevent recurrence.
(B) Unless otherwise directed by the Property Administrator, the Contractor shall
investigate and report to the Government all incidents of property loss as soon as the facts become
known. Such reports shall, at a minimum, contain the following information:
(1) Date of incident (if known).
(2) The data elements required under (f)(1)(iii)(A).
(3) Quantity.
(4) Accountable contract number.
(5) A statement indicating current or future need.
(6) Unit acquisition cost, or if applicable, estimated sales proceeds, estimated repair or
replacement costs.
(7) All known interests in commingled material of which includes Government
material.
(8) Cause and corrective action taken or to be taken to prevent recurrence.
(9) A statement that the Government will receive compensation covering the loss of
Government property, in the event the Contractor was or will be reimbursed or compensated.
(10) Copies of all supporting documentation.
(11) Last known location.
(12) A statement that the property did or did not contain sensitive, export controlled,
hazardous, or toxic material, and that the appropriate agencies and authorities were notified.
(C) Unless the contract provides otherwise, the Contractor shall be relieved of stewardship
responsibility and liability for property when-
(1) Such property is consumed or expended, reasonably and properly, or otherwise
accounted for, in the performance of the contract, including reasonable inventory adjustments of
material as determined by the Property Administrator;
(2) Property Administrator grants relief of responsibility and liability for loss of
Government property;
(3) Property is delivered or shipped from the Contractor's plant, under Government
instructions, except when shipment is to a subcontractor or other location of the Contractor; or
(4) Property is disposed of in accordance with paragraphs 0) and (k) of this clause.
(viii) Utilizing Government property.
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(A) The Contractor shall utilize, consume, move, and store Government Property only as authorized
under this contract. The Contractor shall promptly disclose and report Government property in its
possession that is excess to contract performance.
(B) Unless otherwise authorized in this contract or by the Property Administrator the
Contractor shall not commingle Government material with material not owned by the Government.
(ix) Maintenance. The Contractor shall properly maintain Government property. The
Contractor's maintenance program shall enable the identification, disclosure, and performance of
normal and routine preventative maintenance and repair. The Contractor shall disclose and report to the
Property Administrator the need for replacement and/or capital rehabilitation.
(x) Property closeout. The Contractor shall promptly perform and report to the Property
Administrator contract property closeout, to include reporting, investigating and securing closure of all
loss of Government property cases; physically inventorying all property upon termination or
completion of this contract; and disposing of items at the time they are determined to be excess to
contractual needs.
(2) The Contractor shall establish and maintain Government accounting source data, as may be
required by this contract, particularly in the areas of recognition of acquisitions, loss of Government
property, and disposition of material and equipment.
(g) Systems analysis.
(1) The Government shall have access to the Contractor's premises and all Government property, at
reasonable times, for the purposes of reviewing, inspecting and evaluating the Contractor's property
management plan(s), systems, procedures, records, and supporting documentation that pertains to
Government property. This access includes all site locations and, with the Contractor's consent, all
subcontractor premises.
(2) Records of Government property shall be readily available to authorized Government
personnel and shall be appropriately safeguarded.
(3) Should it be determined by the Government that the Contractor's (or subcontractor's)
property management practices are inadequate or not acceptable for the effective management and
control of Government property under this contract, or present an undue risk to the Government, the
Contractor shall prepare a corrective action plan when requested by the Property Administrator and take
all necessary corrective actions as specified by the schedule within the corrective action plan.
(h) Contractor Liability for Government Property.
(1) Unless otherwise provided for in the contract, the Contractor shall not be liable for loss of
Government property furnished or acquired under this contract, except when any one of the following
applies-
(i) The risk is covered by insurance or the Contractor is otherwise reimbursed (to the extent of
such insurance or reimbursement). The allowability of insurance costs shall be determined in
accordance with 31.205-19.
(ii) Loss of Government property that is the result of willful misconduct or lack of good faith
on the part of the Contractor's managerial personnel.
(iii) The Contracting Officer has, in writing, revoked the Government's assumption of risk for
loss of Government property due to a determination under paragraph (g) of this clause that the
Contractor's property management practices are inadequate, and/or present an undue risk to the
Government, and the Contractor failed to take timely corrective action. If the Contractor can establish
by clear and convincing evidence that the loss of Government property occurred while the Contractor
had adequate property management practices or the loss did not result from the Contractor's failure to
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maintain adequate property management practices, the Contractor shall not be held liable.
(2) The Contractor shall take all reasonable actions necessary to protect the property from further
loss. The Contractor shall separate the damaged and undamaged property, place all the affected
property in the best possible order, and take such other action as the Property Administrator directs.
(3) The Contractor shall do nothing to prejudice the Government's rights to recover against third
parties for any loss of Government property.
(4) The Contractor shall reimburse the Government for loss of Government property, to the
extent that the Contractor is financially liable for such loss, as directed by the Contracting Officer.
(5) Upon the request of the Contracting Officer, the Contractor shall, at the Government's
expense, furnish to the Government all reasonable assistance and cooperation, including the prosecution
of suit and the execution of instruments of assignment in favor of the Government in obtaining
recovery.
(i) Equitable adjustment. Equitable adjustments under this clause shall be made in accordance with
the procedures of the Changes clause. However, the Government shall not be liable for breach of
contract for the following:
(1) Any delay in delivery of Government -furnished property.
(2) Delivery of Government -furnished property in a condition not suitable for its intended use.
(3) An increase, decrease, or substitution of Government -furnished property.
(4) Failure to repair or replace Government property for which the Government is responsible.
0) Contractor inventory disposal. Except as otherwise provided for in this contract, the Contractor shall
not dispose of Contractor inventory until authorized to do so by the Plant Clearance Officer or
authorizing official.
(1) Predisposal requirements.
(i) If the Contractor determines that the property has the potential to fulfill requirements under other
contracts, the Contractor, in consultation with the Property Administrator, shall request that the
Contracting Officer transfer the property to the contract in question, or provide authorization for use, as
appropriate. In lieu of transferring the property, the Contracting Officer may authorize the Contractor to
credit the costs of Contractor -acquired property (material only) to the losing contract, and debit the
gaining contract with the corresponding cost, when such material is needed for use on another contract.
Property no longer needed shall be considered contractor inventory.
(ii) For any remaining Contractor -acquired property, the Contractor may purchase the
property at the unit acquisition cost if desired or make reasonable efforts to return unused property to
the appropriate supplier at fair market value (less, if applicable, a reasonable restocking fee that is
consistent with the supplier's customary practices.)
(2) Inventory disposal schedules.
(i) Absent separate contract terms and conditions for property disposition, and provided the property
was not reutilized, transferred, or otherwise disposed of, the Contractor, as directed by the Plant
Clearance Officer or authorizing official, shall use Standard Form 1428. Inventory Disposal Schedule
or electronic equivalent, to identify and report -
contract;
(A) Government-fumished property that is no longer required for performance of this
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(B) Contractor -acquired property, to which the Government has obtained title under
paragraph (e) of this clause, which is no longer required for performance of that contract; and
(C) Termination inventory.
(ii) The Contractor may annotate inventory disposal schedules to identify property the
Contractor wishes to purchase from the Government, in the event that the property is offered for sale.
(iii) Separate inventory disposal schedules are required for aircraft in any condition, flight
safety critical aircraft parts, and other items as directed by the Plant Clearance Officer.
(iv) The Contractor shall provide the information required by FAR 52.245- 1 (f)(1)(iii) along
with the following:
intended use.
(A) Any additional information that may facilitate understanding of the property's
(B) For work -in -progress, the estimated percentage of completion.
(C) For precious metals in raw or bulk form, the type of metal and estimated weight.
(D) For hazardous material or property contaminated with hazardous material, the type of
hazardous material.
(E) For metals in mill product form, the form, shape, treatment, hardness, temper,
specification (commercial or Government) and dimensions (thickness, width and length).
(v) Property with the same description, condition code, and reporting location may be
grouped in a single line item.
(vi) Scrap should be reported by "lot" along with metal content, estimated weight and
estimated value.
(3) Submission requirements.
(i) The Contractor shall submit inventory disposal schedules to the Plant Clearance Officer no later
than -
(A) 30 days following the Contractor's determination that a property item is no longer
required for performance of this contract;
(B) 60 days, or such longer period as may be approved by the Plant Clearance Officer,
following completion of contract deliveries or performance; or
(C) 120 days, or such longer period as may be approved by the Termination Contracting
Officer, following contract termination in whole or in part.
(ii) Unless the Plant Clearance Officer determines otherwise, the Contractor need not identify
or report production scrap on inventory disposal schedules, and may process and dispose of production
scrap in accordance with its own internal scrap procedures. The processing and disposal of other types
of Government -owned scrap will be conducted in accordance with the terms and conditions of the
contract or Plant Clearance Officer direction, as appropriate.
(4) Corrections. The Plant Clearance Officer may-
(i) Reject a schedule for cause (e.g., contains errors, determined to be inaccurate); and
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(ii) Require the Contractor to correct an inventory disposal schedule.
(5) Post submission adjustments. The Contractor shall notify the Plant Clearance Officer at least
10 working days in advance of its intent to remove an item from an approved inventory disposal
schedule. Upon approval of the Plant Clearance Officer, or upon expiration of the notice period, the
Contractor may make the necessary adjustments to the inventory schedule.
(6) Storage.
(i) The Contractor shall store the property identified on an inventory disposal schedule pending receipt
of disposal instructions. The Government's failure to furnish disposal instructions within 120 days
following acceptance of an inventory disposal schedule may entitle the Contractor to an equitable
adjustment for costs incurred to store such property on or after the 121 st day.
(ii) The Contractor shall obtain the Plant Clearance Officer's approval to remove property
from the premises where the property is currently located prior to receipt of final disposition
instructions. If approval is granted, any costs incurred by the Contractor to transport or store the
property shall not increase the price or fee of any Government contract. The storage area shall be
appropriate for assuring the property's physical safety and suitability for use. Approval does not relieve
the Contractor of any liability for such property under this contract.
(7) Disposition instructions.
(i) The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of Contractor inventory as
directed by the Plant Clearance Officer. Unless otherwise directed by the Contracting Officer or by the
Plant Clearance Officer, the Contractor shall remove and destroy any markings identifying the property
as U.S. Government -owned property prior to its disposal.
(ii) The Contracting Officer may require the Contractor to demilitarize the property prior to
shipment or disposal. In such cases, the Contractor may be entitled to an equitable adjustment under
paragraph (i) of this clause.
(8) Disposal proceeds. As directed by the Contracting Officer, the Contractor shall credit the net
proceeds from the disposal of Contractor inventory to the contract, or to the Treasury of the United
States as miscellaneous receipts.
(9) Subcontractor inventory disposal schedules. The Contractor shall require its Subcontractors
to submit inventory disposal schedules to the Contractor in accordance with the requirements of
paragraph 0)(3) of this clause.
(k) Abandonment of Government property.
(1) The Government shall not abandon sensitive property or termination inventory without the
Contractor's written consent.
(2) The Government, upon notice to the Contractor, may abandon any nonsensitive property in
place, at which time all obligations of the Government regarding such property shall cease.
(3) Absent contract terms and conditions to the contrary, the Government may abandon parts
removed and replaced from property as a result of normal maintenance actions, or removed from
property as a result of the repair, maintenance, overhaul, or modification process.
(4) The Government has no obligation to restore or rehabilitate the Contractor's premises under
any circumstances; however, if Goverment -furnished property is withdrawn or is unsuitable for the
intended use, or if other Government property is substituted, then the equitable adjustment under
paragraph (i) of this clause may properly include restoration or rehabilitation costs.
(1) Communication. All communications under this clause shall be in writing.
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(m) Contracts outside the United States. If this contract is to be performed outside of the United States
and its outlying areas, the words "Government' and "Government -furnished" (wherever they appear in
this clause) shall be construed as "United States Government' and "United States
Government -furnished," respectively.
(End of clause)
52.219-33 NONMANUFACTURER RULE (SEP 2021)
(a) Definitions. As used in this clause —
Manufacturer means the concern that transforms raw materials, miscellaneous parts, or
components into the end item. Concerns that only minimally alter the item being procured do not
qualify
as manufacturers of the end item. Concerns that add substances, parts, or components to an
existing end
item to modify its performance will not be considered the end item manufacturer, where those
identical
modifications can be performed by and are available from the manufacturer of the existing end
item.
Nonmanufacturer means a concern, including a supplier, that provides an end item it did not
manufacture, process, or produce.
(b) Applicability.
(1) This clause does not apply to contracts awarded pursuant to the unrestricted portion of a
partial set -aside or to a contractor that is the manufacturer of the product or end item.
(2) This clause applies to—
(i) Contracts that have been awarded pursuant to a set -aside, in total or in part, for any of the
small business concerns identified in 19.000(a)(3);
(ii) Contracts that have been awarded on a sole -source basis in accordance with subparts
19.8, 19.13, 19.14, and 19.15;
(iii) Orders expected to exceed the simplified acquisition threshold and that are —
(A) Set aside for small business under multiple -award contracts, as described in 8.405-5
and 16.505(b)(2)(i)(F); or
(B) Issued directly to a small business concern under multiple -award contracts as
described in 19.504(c)(1)(ii);
(iv) Orders, regardless of dollar value, that are —
(A) Set aside in accordance with subparts 19.8, 19.13, 19.14, and 19.15 under multiple award
contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); or
(B) Issued directly to concerns that qualify for the programs described in subparts 19.8,
19.13, 19.14, and 19.15 under multiple -award contracts as described in 19.504(c)(1)(ii); and
(v) Contracts using the HUBZonc price evaluation preference to award to a HUBZone
concern
unless the Contractor waived the evaluation preference.
(c) Requirements.
(1) The Contractor shall—
(i) Provide an end item that a small business has manufactured, processed, or produced in the
United States or its outlying areas; for kit assemblers who are nonmanufacturers, see
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paragraph (c)(2) of
this clause instead;
(ii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item
being supplied; and
(iii) Take ownership or possession of the item(s) with its personnel, equipment, or facilities
in
a manner consistent with industry practice; for example, providing storage, transportation, or
delivery.
(2) When the end item being acquired is a kit of supplies, at least 50 percent of the total cost
of
the components of the kit shall be manufactured, processed, or produced in the United States
or its
outlying areas by small business concerns.
(End of clause)
52.219-16 LIQUIDATED DAMAGES —SUBCONTRACTING PLAN
(SEP 2021)
(a) "Failure to make a good faith effort to comply with the subcontracting plan," as used in this clause,
means a willful or intentional failure to perform in accordance with the requirements of the
subcontracting plan approved under the clause in this contract entitled "Small Business Subcontracting
Plan," or willful or intentional action to frustrate the plan.
(b) Performance shall be measured by applying the percentage goals to the total actual subcontracting
dollars or, if a commercial plan is involved, to the pro rata share of actual subcontracting dollars
attributable to Government contracts covered by the commercial plan. If, at contract completion or, in
the case of a commercial plan, at the close of the fiscal year for which the plan is applicable, the
Contractor has failed to meet its subcontracting goals and the Contracting Officer decides in accordance
with paragraph (c) of this clause that the Contractor failed to make a good faith effort to comply with its
subcontracting plan (see 19.705-7), established in accordance with the clause in this contract entitled
"Small Business Subcontracting Plan," the Contractor shall pay the Government liquidated damages in
an amount stated. The amount of probable damages attributable to the Contractor's failure to comply
shall be an amount equal to the actual dollar amount by which the Contractor failed to achieve each
subcontract goal.
(c) Before the Contracting Officer makes a final decision that the Contractor has failed to make such
good faith effort, the Contracting Officer shall give the Contractor written notice specifying the failure
and permitting the Contractor to demonstrate what good faith efforts have been made and to discuss the
matter. Failure to respond to the notice may be taken as an admission that no valid explanation exists.
If, after consideration of all the pertinent data, the Contracting Officer finds that the Contractor failed to
make a good faith effort to comply with the subcontracting plan, the Contracting Officer shall issue a
final decision to that effect and require that the Contractor pay the Government liquidated damages as
provided in paragraph (b) of this clause.
(d) With respect to commercial plans, the Contracting Officer who approved the plan will perform the
functions of the Contracting Officer under this clause on behalf of all agencies with contracts covered
by the commercial plan.
(e) The Contractor shall have the right of appeal, under the clause in this contract entitled, Disputes,
from any final decision of the Contracting Officer.
(f) Liquidated damages shall be in addition to any other remedies that the Government may have.
End of Clause
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52.203-13 Contractor Code of Business Ethics and Conduct (NOV 2021)
(a) Definitions. As used in this clause —
Agent means any individual, including a director, an officer, an employee, or an independent
Contractor, authorized to act on behalf of the organization.
Full cooperation -
(1) Means disclosure to the Government of the information sufficient for law enforcement to
identify the nature and extent of the offense and the individuals responsible for the conduct. It
includes providing timely and complete response to Government auditors' and investigators'
request for documents and access to employees with information;
(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the
contract. It does not require —
(i) A Contractor to waive its attorney -client privilege or the protections afforded by the
attorney work product doctrine; or
(ii) Any officer, director, owner, or employee of the Contractor, including a sole
proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and
(3) Does not restrict a Contractor from -
(i) Conducting an internal investigation; or
(ii) Defending a proceeding or dispute arising under the contract or related to a potential
or disclosed violation.
Principal means an officer, director, owner, partner, or a person having primary management or
supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a
division or business segment; and similar positions).
Subcontract means any contract entered into by a subcontractor to furnish supplies or services for
performance of a prime contract or a subcontract.
Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or
for a prime contractor or another subcontractor.
United States means the 50 States, the District of Columbia, and outlying areas.
(b) Code of business ethics and conduct.
(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time
period, the Contractor shall -
(i) Have a written code of business ethics and conduct;
(ii) Make a copy of the code available to each employee engaged in performance of the
contract.
(2) The Contractor shall -
(i) Exercise due diligence to prevent and detect criminal conduct; and
(ii) Otherwise promote an organizational culture that encourages ethical conduct and a
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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 Govemmentwide 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 product or commercial service
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
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resources to ensure effectiveness of the business ethics awareness and compliance
program and internal control system.
(B) Reasonable efforts not to include an individual as a principal, whom due
diligence would have exposed as having engaged in conduct that is in conflict
with the Contractor's code of business ethics and conduct.
(C) Periodic reviews of company business practices, procedures, policies, and
internal controls for compliance with the Contractor's code of business ethics and
conduct and the special requirements of Government contracting, including -
(1) Monitoring and auditing to detect criminal conduct;
(2) Periodic evaluation of the effectiveness of the business ethics
awareness and compliance program and internal control system,
especially if criminal conduct has been detected; and
(3) Periodic assessment of the risk of criminal conduct, with appropriate
steps to design, implement, or modify the business ethics awareness and
compliance program and the internal control system as necessary to
reduce the risk of criminal conduct identified through this process.
(D) An internal reporting mechanism, such as a hotline, which allows for
anonymity or confidentiality, by which employees may report suspected instances
of improper conduct, and instructions that encourage employees to make such
reports.
(E) Disciplinary action for improper conduct or for failing to take reasonable
steps to prevent or detect improper conduct.
(F) Timely disclosure, in writing, to the agency OIG, with a copy to the
Contracting Officer, whenever, in connection with the award, performance, or
closeout of any Government contract performed by the Contractor or a
subcontractor thereunder, the Contractor has credible evidence that a principal,
employee, agent, or subcontractor of the Contractor has committed a violation of
Federal criminal law involving fraud, conflict of interest, bribery, or gratuity
violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31
U.S.C. 3729-3733).
(1) If a violation relates to more than one Government contract, the
Contractor may make the disclosure to the agency OIG and Contracting
Officer responsible for the largest dollar value contract impacted by the
violation.
(2) If the violation relates to an order against a Governmentwide
acquisition contract, a multi -agency contract, a multiple -award schedule
contract such as the Federal Supply Schedule, or any other procurement
instrument intended for use by multiple agencies, the contractor shall
notify the OIG of the ordering agency and the IG of the agency
responsible for the basic contract, and the respective agencies' contracting
officers.
(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.
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(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 exceed the threshold specified in FAR 3.1004(a) on the date of subcontract
award and have 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.
52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR
INFORMATION SYSTEMS (NOV 2021)
(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 Web sites) 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.
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(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 products or commercial
services, 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.
52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE,
SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY
KASPERSKY LAB AND OTHER COVERED ENTITIES (NOV 2021)
(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;
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(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 httns://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
h"s:Hdibnet. 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 products or commercial
services.
52.204-25 Prohibition on Contracting for Certain Telecommunications and
Video Surveillance Services or Equipment (NOV 2021)
(a) Definitions. As used in this clause -
Backhaul means intermediate links between the core network, or backbone network, and
the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to
the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g.,
fiber optic, coaxial cable, Ethernet).
Covered foreign country means The People's Republic of China.
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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).
Interconnection arrangements means arrangements governing the physical connection of
two or more networks to allow the use of another's network to hand off traffic where it is
ultimately delivered (e.g., connection of a customer of telephone provider A to a
customer of telephone company B) or sharing data and other information resources.
Reasonable inquiry means an inquiry designed to uncover any information in the entity's
possession about the identity of the producer or provider of covered telecommunications
equipment or services used by the entity that excludes the need to include an internal or
third -party audit.
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Roaming means cellular communications services (e.g., voice, video, data) received from
a visited network when unable to connect to the facilities of the home network either
because signal coverage is too weak or because traffic is too high.
Substantial or essential component means any component necessary for the proper
function or performance of a piece of equipment, system, or service.
(b) Prohibition.
(1) 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 FAR 4.2104.
(2) Section 889(a)(1)(B) 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, 2020, from entering into a contract, or extending or renewing a
contract, with an entity that uses 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 FAR 4.2104. This
prohibition applies to the use of covered telecommunications equipment or services,
regardless of whether that use is in performance of work under a Federal contract.
(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:lldibnet.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 httns://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;
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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) and excluding paragraph (b)(2), in all subcontracts and other contractual
instruments, including subcontracts for the acquisition of commercial products or commercial
services.
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN
SUBCONTRACTING WITH CONTRACTORS DEBARRED,
SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021)
(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 product (as defined in paragraph (1) of the definition of "commercial
product in Federal Acquisition Regulation (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 the threshold specified in FAR 9.405-2(b) on the date of subcontract award
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 the
threshold specified in FAR 9.405-2(b) on the date of subcontract award, 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.
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(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 parry's debarment, suspension, or proposed debarment.
(e) Subcontracts. Unless this is a contract for the acquisition of commercial products or commercial
services, 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 the threshold specified in FAR 9.405-2(b) on the date of subcontract award; and
(2) Is not a subcontract for commercially available off -the -shelf items.
552.238-111 ENVIRONMENTAL PROTECTION AGENCY
REGISTRATION REQUIREMENT (JAN 2022)
(a) With respect to the products described in this solicitation which require registration with the
Environmental Protection Agency (EPA), as required by the Federal Insecticide, Fungicide, and
Rodenticide Act, Section 3, Registration of Pesticides, awards will be made only for such products that
have been assigned an EPA registration number, prior to the time of bid opening.
(b) The offeror shall insert in the spaces provided in this section, the manufacturer's and/or distributor's
name and the "EPA Registration Number" for each item offered. Any offer which does not specify a
current "EPA Registration Number" in effect for the duration of the contract period, and including the
manufacturer's and/or distributor's name will be rejected.
Items
Item Numbers Name of Manufacturer / EPA Registration Date of Expiration
Distributor Number
(c) If, during the performance of a contract awarded as a result of this solicitation, the EPA Registration
Number for products being furnished is terminated, withdrawn, canceled, or suspended, and such action
does not arise out of causes beyond the control, and with the fault or negligence of the Contractor or
subcontractor, the Government may terminate the contract pursuant to either the Default Clause or
Termination for Cause Paragraph (contained in the clause 52.212-4, Contract Terms and Conditions -
Commercial Products and Commercial Services), whichever is applicable to the resultant contract.
552.238-114 USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS
BY NON-FEDERAL ENTITIES (JAN 2022)
(a) If an entity identified in paragraph (d) of the clause at 552.238-113, Scope of Contract (Eligible
Ordering Activities), elects to place an order under this contract, the entity agrees that the order shall be
subject to the following conditions:
(1) When the Contractor accepts an order from such an entity, a separate contract is formed which
incorporates by reference all the terms and conditions of the Schedule contract except the
Disputes clause, the patent indemnity clause, and the portion of the Commercial Product and
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Commercial Service Contract Terms and Conditions that specifies "Compliance with laws unique
to Government contracts" (which applies only to contracts with entities of the Executive branch
of the U.S. Government). The parties to this new contract which incorporates the terms and
conditions of the Schedule contract are the individual ordering activity and the Contractor. The
U.S. Government shall not be liable for the performance or nonperformance of the new contract.
Disputes which cannot be resolved by the parties to the new contract may be litigated in any State
or Federal court with jurisdiction over the parties, applying Federal procurement law, including
statutes, regulations and case law, and, if pertinent, the Uniform Commercial Code. To the extent
authorized by law, parties to this new contract are encouraged to resolve disputes through
Alternative Dispute Resolution. Likewise, a Blanket Purchase Agreement (BPA), although not a
contract, is an agreement that may be entered into by the Contractor with such an entity and the
Federal Government is not a party.
(2) Where contract clauses refer to action by a Contracting Officer or a Contracting Officer of
GSA, that shall mean the individual responsible for placing the order for the ordering activity
(e.g., FAR 52.212-4 at paragraph (f) and FSS clause I-FSS-249 B.)
(3) As a condition of using this contract, eligible ordering activities agree to abide by all terns
and conditions of the Schedule contract, except for those deleted clauses or portions of clauses
mentioned in paragraph (a)(1) of this clause. Ordering activities may include terms and conditions
required by statute, ordinance, regulation, order, or as otherwise allowed by State and local
government entities as a part of a statement of work (SOW) or statement of objective (SOO) to
the extent that these terms and conditions do not conflict with the terms and conditions of the
Schedule contract. The ordering activity and the Contractor expressly acknowledge that, in
entering into an agreement for the ordering activity to purchase goods or services from the
Contractor, neither the ordering activity nor the Contractor will look to, primarily or in any
secondary capacity, or file any claim against the United States or any of its agencies with respect
to any failure of performance by the other party.
(4) The ordering activity is responsible for all payments due the Contractor under the contract
formed by acceptance of the ordering activity's order, without recourse to the agency of the U.S.
Government, which awarded the Schedule contract.
(5) The Contractor is encouraged, but not obligated, to accept orders from such entities. The
Contractor may, within 5 days of receipt of the order, decline to accept any order, for any reason.
The Contractor shall fulfill orders placed by such entities, which are not declined within the 5-day
period.
(6) The supplies or services purchased will be used for governmental purposes only and will not
be resold for personal use. Disposal of property acquired will be in accordance with the
established procedures of the ordering activity for the disposal of personal property.
(b) If the Schedule Contractor accepts an order from an entity identified in paragraph (d) of the clause
at 552.238-113. Scope of Contract (Eligible Ordering Activities), the Contractor agrees to the following
conditions:
(1) The ordering activity is responsible for all payments due the Contractor for the contract
formed by acceptance of the order, without recourse to the agency of the U.S. Government, which
awarded the Schedule contract.
(2) The Contractor is encouraged, but not obligated, to accept orders from such entities. The
Contractor may, within 5 days of receipt of the order, decline to accept any order, for any reason.
The Contractor shall decline the order using the same means as those used to place the order. The
Contractor shall fulfill orders placed by such entities, which are not declined within the 5-day
period.
(c) In accordance with clause 552.238-80. Industrial Funding Fee and Sales Reporting, the Contractor
must report the quarterly dollar value of all sales under this contract. When submitting sales reports, the
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Contractor must report two dollar values for each Special Item Number:
(1) The dollar value for sales to entities identified in paragraph (a) of the clause at 552.238-113. Scope
of Contract (Eligible Ordering Activities), and
(2) The dollar value for sales to entities identified in paragraph (d) of clause 552.238-113 Scope of
Contract (Eligible Ordering Activities).
552.238-82 MODIFICATIONS (FEDERAL SUPPLY SCHEDULE)
(JAN 2022) (ALTERNATE I - MAR 2020)
(a) General. The Contractor may request a contract modification by transmitting a request to the
Contracting Officer for approval, except as noted in paragraph (d) of this clause. At a minimum, every
request shall describe the proposed change(s) and provide the rationale for the requested change(s).
(b) Types of Modifications.
(1) Additional items/additional SINs. When requesting additions, the following information
must be transmitted:
(i) Information requested in paragraphs (1) and (2) of the Commercial Sales Practice Format
to add SINs.
(ii) Discount information for the new items(s) or new SIN(s). Specifically, transmit the
information requested in paragraphs 3 through 5 of the Commercial Sales Practice Format. If
this information is the same as the initial award, a statement to that effect may be transmitted
instead.
(iii) Information about the new item(s) or the item(s) under the new SIN(s) must be
transmitted in accordance with the request for proposal.
(iv) Delivery time(s) for the new item(s) or the item(s) under the new SIN(s) must be
transmitted in accordance with the request for proposal.
(v) Production point(s) for the new item(s) or the item(s) under the new SIN(s) must be
transmitted if required by 52.215- 6, Place of Performance.
(vi) Hazardous Material information (if applicable) must be transmitted as required by FAR
52.223-3 (Alternate I), Hazardous Material Identification and Material Safety Data.
(vii) Any information requested by 52.212-3(f), Offeror Representations and
Certifications —Commercial Products and Commercial Services, that may be necessary to
assure compliance with FAR 52.225-1, Buy American Act —Balance of Payments
Programs —Supplies.
(2) Deletions. The Contractors shall provide an explanation for the deletion. The Government
reserves the right to reject any subsequent offer of the same item or a substantially equal item at a
higher price during the same contract period, if the contracting officer finds the higher price to be
unreasonable when compared with the deleted item.
(3) Price Reduction. The Contractor shall indicate whether the price reduction falls under the item
(i), (ii), or (iii) of paragraph (c)(1) of the Price Reductions clause at 552.238-81. If the Price
reduction falls under item (i), the Contractor shall transmit a copy of the dated commercial price
list. If the price reduction falls under item (ii) or (iii), the Contractor shall transmit a copy of the
applicable price list(s), bulletins or letters or customer agreements which outline the effective
date, duration, terms and conditions of the price reduction.
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(c) Effective dates. The effective date of any modification is the date specified in the modification,
except as otherwise provided in the Price Reductions clause at 552.238-81.
(d) Electronic File Updates. The Contractor shall update electronic file transmissions to reflect all
modifications. For additional items or SINS, the Contractor shall obtain the Contracting Officer's
approval before transmitting changes. Contract modifications will not be made effective until the
Government receives the electronic file updates. The Contractor may transmit price reductions, item
deletions, and corrections without prior approval. However, the Contractor shall notify the Contracting
Officer as set forth in the Price Reductions clause at 552.238-81.
(e) Electronic transmission of modification requests is mandatory via eMod (httwHeOffer.esa.eov),
unless otherwise stated in the electronic transmission standards and requirements at the Vendor Support
Center website (httn://vsc.esa.eov). If the electronic transmission standards and requirements
information is updated at the Vendor Support Center website, Contractors will be notified prior to the
effective date of the change.
End of clause
Note: Regulation 552.238-82
This clause does not apply to contracts participating in the Transactional Data Reporting
(TDR) Pilot. Please refer to clause 552.238-82 Alternate II.
552.238-82 MODIFICATIONS (FEDERAL SUPPLY SCHEDULE)
(JAN 2022) (ALTERNATE II MAY 2019)
(a) General. The Contractor may request a contract modification by transmitting a request to the
Contracting Officer for approval, except as noted in paragraph (d) of this clause. At a minimum, every
request shall describe the proposed change(s) and provide the rationale for the requested change(s).
(b) Types of Modifications.
(1) Additional items/additional SINS. When requesting additions, the Contractor must transmit
the following information:
(i) Information about the new item(s) or the item(s) under the new SIN(s) must be submitted
in accordance with the instructions in the solicitation.
(ii) Delivery time(s) for the new item(s) or the item(s) under the new SIN(s) must be
submitted in accordance with the request for proposal.
(iii) Production point(s) for the new item(s) or the item(s) under the new SIN(s) must be
submitted if required by FAR 52.215-6, Place of Performance.
(iv) Hazardous Material information (if applicable) must be submitted as required by FAR
52.223-3 (Alternate I), Hazardous Material Identification and Material Safety Data.
(v) Any information requested by FAR 52.212-3(f), Offeror Representations and
Certifications -Commercial Products and Commercial Services, that may be necessary to
assure compliance with FAR 52.225-1, Buy American Act -Balance of Payments
Programs -Supplies.
(2) Deletions. The Contractor must provide an explanation for the deletion. The Government
reserves the right to reject any subsequent offer of the same item or a substantially equal item at a
higher price during the same contract period, if the Contracting Officer determines that the higher
price is unreasonable compared to the price of the deleted item.
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(c) Effective dates. The effective date of any modification is the date specified in the modification,
except as otherwise provided in the Price Reductions clause at 552.238-81.
(d) Electronic File Updates. The Contractor shall update electronic file transmissions to reflect all
modifications. For additional items or SINS, the Contractor shall obtain the Contracting Officer's
approval before transmitting changes. Contract modifications will not be made effective until the
Government receives the electronic file updates. The Contractor may transmit price reductions, item
deletions, and corrections without prior approval. However, the Contractor shall notify the Contracting
Officer as set forth in the Price Reductions clause at 552.238-81.
End of clause
Note: Regulation 552.238-82
This clause applies to contracts participating in the Transactional Data Reporting (TDR)
Pilot.
552.212-72 CONTRACT TERMS AND CONDITIONS REQUIRED
TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS
APPLICABLE TO GSA ACQUISITION OF COMMERCIAL
PRODUCTS AND COMMERCIAL SERVICES (JAN 2022)
The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to
implement provisions of law or Executive Orders applicable to acquisition of commercial products, including
commercial components, and commercial services or components. The provision or clause in effect based on
the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The
following provisions and clauses are incorporated by reference:
[The contracting officer should either check the provisions and clauses that apply or delete the provisions and
clauses that do not apply from the list. The contracting officer may add the date of the provision or clause if
desired for clarity.]
(a) Provisions.
(b) Clauses.
Varies by Category, Subcategory and SIN 552.223-72 Hazardous Material
Information
Varies by Category, Subcategory and SIN 552.223-70 Hazardous Substances.
Varies by Category, Subcategory and SIN 552.223-71 Nonconforming Hazardous
Material.
X 552.223-73 Preservation, Packaging, Packing, Marking and Labeling of
Hazardous Materials (HAZMAT) for Shipments.
X 552.238-73 Identification of Electronic Office Equipment Providing
Accessibility for the Handicapped.
X 552.238-78 Identification of Products That Have Environmental Attributes.
(End of Clause)
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552.238-78 IDENTIFICATION OF PRODUCTS THAT HAVE
ENVIRONMENTAL ATTRIBUTES (JAN 2022)
(a) Several laws, Executive orders, and Agency directives require Federal buyers to purchase products
that are less harmful to the environment, when they are life cycle cost-effective (see FAR Subpart
23.7). The U.S. General Services Administration (GSA) requires contractors to highlight environmental
products under Federal Supply Service schedule contracts in various communications media (e.g.,
publications and electronic formats).
(b) Definitions. As used in this clause —
"Energy -efficient product" means a product that—
(1) Meets Department of Energy and Environmental Protection Agency criteria for use of the
ENERGY STAR® trademark label; or
(2) Is in the upper 25 percent of efficiency for all similar products as designated by the
Department of Energy's Federal Energy Management Program.
"GSA Advantage!" is an on-line shopping mall and ordering system that provides customers with
access to products and services under GSA contracts.
"Other environmental attributes" refers to product characteristics that provide environmental
benefits, excluding recovered materials and energy and water efficiency. Several examples of
these characteristics are biodegradable, recyclable, reduced pollutants, ozone safe, and low
volatile organic compounds (VOCs).
"Post -consumer material" means a material or finished product that has served its intended use
and has been discarded for disposal or recovery, having completed its life as a consumer item.
Postconsumer material is part of the broader category of "recovered material." The
Environmental Protection Agency (EPA) has developed a list of EPA -designated products in their
Comprehensive Procurement Guidelines (CPGs) to provide Federal agencies with purchasing
recommendations on specific products in a Recovered Materials Advisory Notice (RMAN). The
RMAN contains recommended recovered and post -consumer material content levels for the
specific products designated by EPA (40 CFR part 247 and httn://www.ena.aov/cna/l.
"Recovered materials" 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 (Executive Order 13101 and 42
U.S.C. 6903(19) and http://www.epa.gov/cpg/). For paper and paper products, see the definition
at FAR 11.301 (42 U.S.C. 6962(h)).
"Remanufactured" means factory rebuilt to original specifications.
"Renewable energy" means energy produced by solar, wind, geothermal, and biomass power
"Renewable energy technology" means —
(1) Technologies that use renewable energy to provide light, heat, cooling, or mechanical or
electrical energy for use in facilities or other activities; or
(2) The use of integrated whole -building designs that rely upon renewable energy resources,
including passive solar design.
(c) Identification Requirements.
(1) The offeror must identify products that —
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(i) Are compliant with the recovered and post -consumer material content levels
recommended in the Recovered Materials Advisory Notices (RMANs) for
EPA -designated products in the CPG program (http://www.epa.gov/cpg/);
(ii) Contain recovered materials that either do not meet the recommended levels in the
RMANs or are not EPA -designated products in the CPG program (see FAR 23.401 and
http://www.epa.gov/cpg/);
(iii) Are energy -efficient, as defined by either ENERGY STAR® and/or FEMP's
designated top 25th percentile levels (see ENERGY STAR® at
http://www.energystar.gov/ and FEMP at
http://www.eere.energy.gov/femp/Procurement/);
(iv) Are water -efficient
(v) Use renewable energy technology;
(vi) Are remanufactured; and
(vii) Have other environmental attributes.
(2) These identifications must be made in each of the offeror's following mediums
(i) The offer itself.
(ii) Printed commercial catalogs, brochures, and pricelists.
(iii) Online product website.
(iv) Electronic data submission for GSA Advantage! submitted via GSA's Schedules
Input Program (SIP) software or the Electronic Data Inter -change (EDI). Offerors can use
the SIP or EDI methods to indicate environmental and other attributes for each product
that are translated into respective icons in GSA Advantage!.
(d) An offeror, in identifying an item with an environmental attribute, must possess
evidence or rely on a reasonable basis to substantiate the claim (see 16 CFR part 260,
Guides for the Use of Environmental Marketing Claims). The Government will accept an
offeror's claim of an product's environmental attribute on the basis of—
(1) Participation in a Federal agency sponsored program (e.g., the EPA and DOE
ENERGY STAR® product labeling program);
(2) Verification by an independent organization that specializes in certifying such claims;
or
(3) Possession of competent and reliable evidence. For any test, analysis, research, study, or other
evidence to be "competent and reliable," it must have been conducted and evaluated in an
objective manner by persons qualified to do so, using procedures generally accepted in the
profession to yield accurate and reliable results.
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE
GOVERNMENT (JUN 2020) (ALTERNATE I-NOV 2021)
(a) Except as provided in (b) below, the Contractor shall not enter into any
agreement with an actual or prospective subcontractor, nor otherwise act in any
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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 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 products or commercial services). 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
product(s) and commercial service(s).
(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, as defined in Federal Acquisition Regulation
2.101 on the date of subcontract award.
52.222-50 COMBATING TRAFFICKING IN PERSONS (NOV 2021)
(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.
Coercion means -
(1) Threats of serious harm to or physical restraint against any person;
(2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an
act would result in serious harm to or physical restraint against any person; or
(3) The abuse or threatened abuse of the legal process.
Commercially available off -the -shelf (COTS) item -
(1) Means any item of supply (including construction material) that is -
(i) A commercial product (as defined in paragraph (1) of the definition of "commercial
product' at Federal Acquisition Regulation (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.
Commercial sex act means any sex act on account of which anything of value is given to or received by
any person.
Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her
personal services or of those of a person under his or her control as a security for debt, if the value of
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those services as reasonably assessed is not applied toward the liquidation of the debt or the length and
nature of those services are not respectively limited and defined.
Employee means an employee of the Contractor directly engaged in the performance of work under the
contract who has other than a minimal impact or involvement in contract performance.
Forced Labor means knowingly providing or obtaining the labor or services of a person -
(1) By threats of serious harm to, or physical restraint against, that person or another person;
(2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the
person did not perform such labor or services, that person or another person would suffer serious
harm or physical restraint; or
(3) By means of the abuse or threatened abuse of law or the legal process.
Involuntary servitude includes a condition of servitude induced by means of -
(1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not
enter into or continue in such conditions, that person or another person would suffer serious harm
or physical restraint; or
(2) The abuse or threatened abuse of the legal process.
Recruitment fees means fees of any type, including charges, costs, assessments, or other financial
obligations, that are associated with the recruiting process, regardless of the time, manner, or location of
imposition or collection of the fee.
(1) Recruitment fees include, but are not limited to, the following fees (when they are associated
with the recruiting process) for -
(i) Soliciting, identifying, considering, interviewing, referring, retaining, transferring,
selecting, training, providing orientation to, skills testing, recommending, or placing
employees or potential employees;
(ii) Advertising;
(iii) Obtaining permanent or temporary labor certification, including any associated fees;
(iv) Processing applications and petitions;
(v) Acquiring visas, including any associated fees;
(vi) Acquiring photographs and identity or immigration documents, such as passports,
including any associated fees;
(vii) Accessing the job opportunity, including required medical examinations and
immunizations; background, reference, and security clearance checks and examinations;
and additional certifications;
(viii) An employer's recruiters, agents or attorneys, or other notary or legal fees;
(ix) Language interpretation or translation, arranging for or accompanying on travel, or
providing other advice to employees or potential employees;
(x) Government -mandated fees, such as border crossing fees, levies, or worker welfare
funds;
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(xi) Transportation and subsistence costs —
(A) While in transit, including, but not limited to, airfare or costs of other modes
of transportation, terminal fees, and travel taxes associated with travel from the
country of origin to the country of performance and the return journey upon the
end of employment; and
(B) From the airport or disembarkation point to the worksite;
(xii) Security deposits, bonds, and insurance; and
(xii) Equipment charges.
(2) A recruitment fee, as described in the introductory text of this definition, is a recruitment fee,
regardless of whether the payment is —
(i) Paid in property or money;
(ii) Deducted from wages;
(iii) Paid back in wage or benefit concessions;
(iv) Paid back as a kickback, bribe, in -kind payment, free labor, tip, or tribute; or
(v) Collected by an employer or a third party, whether licensed or unlicensed, including,
but not limited to —
(A) Agents;
(B) Labor brokers;
(C) Recruiters;
(D) Staffing finns (including private employment and placement firms);
(E) Subsidiaries/affiliates of the employer;
(F) Any agent or employee of such entities; and
(G) Subcontractors at all tiers.
Severe forms of trafficking in persons means —
(1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in
which the person induced to perform such act has not attained 18 years of age; or
(2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or
services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary
servitude, peonage, debt bondage, or slavery.
Sex trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for
the purpose of a commercial sex act.
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 furnishes supplies or services to or
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for a prime contractor or another subcontractor.
United States means the 50 States, the District of Columbia, and outlying areas.
(b) Policy. The United States Government has adopted a policy prohibiting trafficking in persons
including the trafficking -related activities of this clause. Contractors, contractor employees, and their
agents shall not —
(1) Engage in severe forms of trafficking in persons during the period of performance of the
contract;
(2) Procure commercial sex acts during the period of performance of the contract;
(3) Use forced labor in the performance of the contract;
(4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee's
identity or immigration documents, such as passports or drivers' licenses, regardless of issuing
authority;
(5) (i) Use misleading or fraudulent practices during the recruitment of employees or
offering of employment, such as failing to disclose, in a format and language understood
by the employee or potential employee, basic information or making material
misrepresentations during the recruitment of employees regarding the key terms and
conditions of employment, including wages and fringe benefits, the location of work, the
living conditions, housing and associated costs (if employer or agent provided or
arranged), any significant costs to be charged to the employee or potential employee, and,
if applicable, the hazardous nature of the work;
(ii) Use recruiters that do not comply with local labor laws of the country in which the
recruiting takes place;
(6) Charge employees or potential employees recruitment fees;
(7) (i) Fail to provide return transportation or pay for the cost of return transportation
upon the end of employment —
(A) For an employee who is not a national of the country in which the work is
taking place and who was brought into that country for the purpose of working on
a U.S. Government contract or subcontract (for portions of contracts performed
outside the United States); or
(B) For an employee who is not a United States national and who was brought
into the United States for the purpose of working on a U.S. Government contract
or subcontract, if the payment of such costs is required under existing temporary
worker programs or pursuant to a written agreement with the employee (for
portions of contracts performed inside the United States); except that —
(ii) The requirements of paragraphs (b)(7)(i) of this clause shall not apply to an employee
who is —
(A) Legally permitted to remain in the country of employment and who chooses to
do so; or
(B) Exempted by an authorized official of the contracting agency from the
requirement to provide return transportation or pay for the cost of return
transportation;
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(iii) The requirements of paragraph (b)(7)(i) of this clause are modified for a victim of
trafficking in persons who is seeking victim services or legal redress in the country of
employment, or for a witness in an enforcement action related to trafficking in persons.
The contractor shall provide the return transportation or pay the cost of return
transportation in a way that does not obstruct the victim services, legal redress, or witness
activity. For example, the contractor shall not only offer return transportation to a witness
at a time when the witness is still needed to testify. This paragraph does not apply when
the exemptions at paragraph (b)(7)(ii) of this clause apply.
(8) Provide or arrange housing that fails to meet the host country housing and safety standards; or
(9) If required by law or contract, fail to provide an employment contract, recruitment agreement,
or other required work document in writing. Such written work document shall be in a language
the employee understands. If the employee must relocate to perform the work, the work document
shall be provided to the employee at least five days prior to the employee relocating. The
employee's work document shall include, but is not limited to, details about work description,
wages, prohibition on charging recruitment fees, work location(s), living accommodations and
associated costs, time off, roundtrip transportation arrangements, grievance process, and the
content of applicable laws and regulations that prohibit trafficking in persons.
(c) Contractor requirements. The Contractor shall —
(1) Notify its employees and agents of —
(i) The United States Government's policy prohibiting trafficking in persons, described in
paragraph (b) of this clause; and
(ii) The actions that will be taken against employees or agents for violations of this
policy. Such actions for employees may include, but are not limited to, removal from the
contract, reduction in benefits, or termination of employment; and
(2) Take appropriate action, up to and including termination, against employees, agents, or
subcontractors that violate the policy in paragraph (b) of this clause.
(d) Notification.
(1) The Contractor shall inform the Contracting Officer and the agency Inspector General
immediately of —
(i) Any credible information it receives from any source (including host country law
enforcement) that alleges a Contractor employee, subcontractor, subcontractor employee,
or their agent has engaged in conduct that violates the policy in paragraph (b) of this
clause (see also 18 U.S.C. 1351, Fraud in Foreign Labor Contracting, and
52.203-13(b)(3)(i)(A), if that clause is included in the solicitation or contract, which
requires disclosure to the agency Office of the Inspector General when the Contractor has
credible evidence of fraud); and
(ii) Any actions taken against a Contractor employee, subcontractor, subcontractor
employee, or their agent pursuant to this clause.
(2) If the allegation may be associated with more than one contract, the Contractor shall inform
the contracting officer for the contract with the highest dollar value.
(e) Remedies. In addition to other remedies available to the Government, the Contractor's failure to
comply with the requirements of paragraphs (c), (d), (g), (h), or (i) of this clause may result in —
(1) Requiring the Contractor to remove a Contractor employee or employees from the
performance of the contract;
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(2) Requiring the Contractor to terminate a subcontract;
(3) Suspension of contract payments until the Contractor has taken appropriate remedial action;
(4) Loss of award fee, consistent with the award fee plan, for the performance period in which the
Government determined Contractor non-compliance;
(5) Declining to exercise available options under the contract;
(6) Termination of the contract for default or cause, in accordance with the termination clause of
this contract; or
(7) Suspension or debarment.
(f) Mitigating and aggravating factors. When determining remedies, the Contracting Officer may
consider the following:
(1) Mitigatingfactors. The Contractor had a Trafficking in Persons compliance plan or an
awareness program at the time of the violation, was in compliance with the plan, and has taken
appropriate remedial actions for the violation, that may include reparation to victims for such
violations.
(2) Aggravating factors. The Contractor failed to abate an alleged violation or enforce the
requirements of a compliance plan, when directed by the Contracting Officer to do so.
(g) Full cooperation.
(1) The Contractor shall, at a minimum -
(i) Disclose to the agency Inspector General information sufficient to identify the nature
and extent of an offense and the individuals responsible for the conduct;
(ii) Provide timely and complete responses to Government auditors' and investigators'
requests for documents;
(iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside
and outside the U.S.) to allow contracting agencies and other responsible Federal
agencies to conduct audits, investigations, or other actions to ascertain compliance with
the Trafficking Victims Protection Act of 2000 (22 U.S.C. chapter 78), E.O. 13627, or
any other applicable law or regulation establishing restrictions on trafficking in persons,
the procurement of commercial sex acts, or the use of forced labor; and
(iv) Protect all employees suspected of being victims of or witnesses to prohibited
activities, prior to returning to the country from which the employee was recruited, and
shall not prevent or hinder the ability of these employees from cooperating fully with
Government authorities.
(2) The requirement for full cooperation does not foreclose any Contractor rights arising in law,
the FAR, or the terms of the contract. It does not -
(i) Require the Contractor to waive its attorney -client privilege or the protections afforded
by the attorney work product doctrine;
(ii) Require any officer, director, owner, employee, or agent of the Contractor, including a
sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or
(iii) Restrict the Contractor from -
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(A) Conducting an internal investigation;
or
(B) Defending a proceeding or dispute arising under the contract or related to a
potential or disclosed violation.
(h) Compliance plan.
(1) This paragraph (h) applies to any portion of the contract that -
(i) Is for supplies, other than commercially available off -the -shelf items, acquired outside
the United States, or services to be performed outside the United States; and
(ii) Has an estimated value that exceeds $550,000.
(2) The Contractor shall maintain a compliance plan during the performance of the contract that is
appropriate —
(i) To the size and complexity of the contract; and
(ii) To the nature and scope of the activities to be performed for the Government,
including the number of non -United States citizens expected to be employed and the risk
that the contract or subcontract will involve services or supplies susceptible to trafficking
in persons.
(3) Minimum requirements. The compliance plan must include, at a minimum, the following:
(i) An awareness program to inform contractor employees about the Government's policy
prohibiting trafficking -related activities described in paragraph (b) of this clause, the
activities prohibited, and the actions that will be taken against the employee for
violations. Additional information about Trafficking in Persons and examples of
awareness programs can be found at the Web site for the Department of State's Office to
Monitor and Combat Trafficking in Persons at httn://www.state.eov/i/tin/.
(ii) A process for employees to report, without fear of retaliation, activity inconsistent
with the policy prohibiting trafficking in persons, including a means to make available to
all employees the hotline phone number of the Global Human Trafficking Hotline at
1-844-888—FREE and its email address at help@befree.org.
(iii) A recruitment and wage plan that only permits the use of recruitment companies with
trained employees, prohibits charging recruitment fees to the employee or potential
employee, and ensures that wages meet applicable host -country legal requirements or
explains any variance.
(iv) A housing plan, if the Contractor or subcontractor intends to provide or arrange
housing, that ensures that the housing meets host -country housing and safety standards.
(v) Procedures to prevent agents and subcontractors at any tier and at any dollar value
from engaging in trafficking in persons (including activities in paragraph (b) of this
clause) and to monitor, detect, and terminate any agents, subcontracts, or subcontractor
employees that have engaged in such activities.
(4) Posting.
(i) The Contractor shall post the relevant contents of the compliance plan, no later than
the initiation of contract performance, at the workplace (unless the work is to be
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performed in the field or not in a fixed location) and on the Contractor's Web site (if one
is maintained). If posting at the workplace or on the Web site is impracticable, the
Contractor shall provide the relevant contents of the compliance plan to each worker in
writing.
(ii) The Contractor shall provide the compliance plan to the Contracting Officer upon
request.
(5) Certification. Annually after receiving an award, the Contractor shall submit a certification to
the Contracting Officer that -
(i) It has implemented a compliance plan to prevent any prohibited activities identified at
paragraph (b) of this clause and to monitor, detect, and terminate any agent, subcontract
or subcontractor employee engaging in prohibited activities; and
(ii) After having conducted due diligence, either -
(A) To the best of the Contractor's knowledge and belief, neither it nor any of its
agents, subcontractors, or their agents is engaged in any such activities; or
(B) If abuses relating to any of the prohibited activities identified in paragraph (b)
of this clause have been found, the Contractor or subcontractor has taken the
appropriate remedial and referral actions.
(i) Subcontracts.
(1) The Contractor shall include the substance of this clause, including this paragraph (i), in all
subcontracts and in all contracts with agents. The requirements in paragraph (h) of this clause
apply only to any portion of the subcontract that -
(i) Is for supplies, other than commercially available off -the -shelf items, acquired
outside the United States, or services to be performed outside the United States;
and
(ii) Has an estimated value that exceeds $550,000.
(2) If any subcontractor is required by this clause to submit a certification, the Contractor shall
require submission prior to the award of the subcontract and annually thereafter. The certification
shall cover the items in paragraph (h)(5) of this clause.
52.222-55 MINIMUM WAGES FOR CONTRACTOR WORKERS
UNDER EXECUTIVE ORDER 14026 (JAN 2022)
(a) Definitions. As used in this clause —
United States means the 50 states, the District of Columbia, Puerto Rico, the Northern
Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake
Island, and the outer Continental Shelf as defined in the Outer Continental Shelf Lands Act
(43 U.S.C. 1331, et seq.).
Worker
(1) (i) Means any person engaged in performing work on, or in connection with, a contract
covered by Executive Order 14026, and —
(A) Whose wages under such contract are governed by the Fair Labor Standards Act (29
U.S.C. chapter 8), the Service Contract Labor Standards statute (41 U.S.C. chapter 67), or the
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Wage Rate Requirements (Construction) statute (40 U.S.C. chapter 31, subchapter IV);
(B) Other than individuals employed in a bona fide executive, administrative, or professional
capacity, as those terms are defined in 29 CFR part 541; and
(C) Regardless of the contractual relationship alleged to exist between the individual and the
employer.
(ii) Includes workers performing on, or in connection with, the contract whose wages are
calculated pursuant to special certificates issued under 29 U.S.C. 214(c).
(iii) Also includes any person working on, or in connection with, the contract and
individually registered in a bona fide apprenticeship or training program registered with the
Department of Labor's Employment and Training Administration, Office of Apprenticeship,
or with a State Apprenticeship Agency recognized by the Office of Apprenticeship.
(2) (i) A worker performs on a contract if the worker directly performs the specific services
called for by the contract; and
(ii) A worker performs in connection with a contract if the worker's work activities are
necessary to the performance of a contract but are not the specific services called for by the
contract.
(b) Executive Order Minimum wage rate
(1) The Contractor shall pay to workers, while performing in the United States, and
performing on, or in connection with, this contract, a minimum hourly wage rate of $15.00
per hour beginning January 30, 2022.
(2) The Contractor shall adjust the minimum wage paid, if necessary, beginning January 1,
2023, and annually thereafter, to meet the applicable annual E.O. minimum wage. The
Administrator of the Department of Labor's Wage and Hour Division (the Administrator)
will publish annual determinations in the Federal Register no later than 90 days before the
effective date of the new E.O. minimum wage rate. The Administrator will also publish the
applicable E.O. minimum wage on https://www.sam.gov (or any successor website), and a
general notice on all wage determinations issued under the Service Contract Labor Standards
statute or the Wage Rate Requirements (Construction) statute, that will provide information
on the E.O. minimum wage and how to obtain annual updates. The applicable published E.O.
minimum wage is incorporated by reference into this contract.
(3) (i) The Contractor may request a price adjustment only after the effective date of the new
annual E.O. minimum wage determination. Prices will be adjusted only for increased labor
costs (including subcontractor labor costs) as a result of an increase in the annual E.O.
minimum wage, and for associated labor costs (including those for subcontractors).
Associated labor costs shall include increases or decreases that result from changes in social
security and unemployment taxes and workers' compensation insurance, but will not
otherwise include any amount for general and administrative costs, overhead, or profit.
(ii) Subcontractors may be entitled to adjustments due to the new minimum wage, pursuant to
paragraph (b)(2). Contractors shall consider any subcontractor requests for such price
adjustment.
(iii) The Contracting Officer will not adjust the contract price under this clause for any costs
other than those identified in paragraph (b)(3)(i) of this clause, and will not provide duplicate
price adjustments with any price adjustment under clauses implementing the Service Contract
Labor Standards statute or the Wage Rate Requirements (Construction) statute.
(4) The Contractor warrants that the prices in this contract do not include allowance for any
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contingency to cover increased costs for which adjustment is provided under this clause.
(5) A pay period under this clause may not be longer than semi-monthly, but may be shorter
to comply with any applicable law or other requirement under this contract establishing a
shorter pay period. Workers shall be paid no later than one pay period following the end of
the regular pay period in which such wages were earned or accrued.
(6) The Contractor shall pay, unconditionally to each worker, all wages due free and clear
without subsequent rebate or kickback. The Contractor may make deductions that reduce a
worker's wages below the E.O. minimum wage rate only if done in accordance with 29 CFR
23.230, Deductions.
(7) The Contractor shall not discharge any part of its minimum wage obligation under this
clause by furnishing fringe benefits or, with respect to workers whose wages are governed by
the Service Contract Labor Standards statute, the cash equivalent thereof.
(8) Nothing in this clause shall excuse the Contractor from compliance with any applicable
Federal or State prevailing wage law or any applicable law or municipal ordinance or any
applicable contract establishing a minimum wage higher than the E.O. 14026 minimum
wage. However, wage increases under such other laws or municipal ordinances are not
subject to price adjustment under this subpart.
(9) The Contractor shall pay the E.O. minimum wage rate whenever it is higher than any
applicable collective bargaining agreement(s) wage rate.
(10) The Contractor shall follow the policies and procedures in 29 CFR 23.240(b) and 23.280
for treatment of workers engaged in an occupation in which they customarily and regularly
receive more than $30 a month in tips.
(c)
(1) This clause applies to workers as defined in paragraph (a). As provided in that definition—
(i) Workers are covered regardless of the contractual relationship alleged to exist between the
contractor or subcontractor and the worker;
(ii) Workers with disabilities whose wages are calculated pursuant to special certificates
issued under 29 U.S.C. 214(c) are covered; and
(iii) Workers who are registered in a bona fide apprenticeship program or training program
registered with the Department of Labor's Employment and Training Administration, Office
of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of
Apprenticeship, are covered.
(2) This clause does not apply to—
(i) Fair Labor Standards Act (FLSA)-covered individuals performing in connection with
contracts covered by the E.O., i.e. those individuals who perform duties necessary to the
performance of the contract, but who are not directly engaged in performing the specific
work called for by the contract, and who spend less than 20 percent of their hours worked in
a particular workweek performing in connection with such contracts;
(ii) Individuals exempted from the minimum wage requirements of the FLSA under 29
U.S.C. 213(a) and 214(a) and (b), unless otherwise covered by the Service Contract Labor
Standards statute, or the Wage Rate Requirements (Construction) statute. These individuals
include but are not limited to -
(A) Learners, apprentices, or messengers whose wages are calculated pursuant to special
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certificates issued under 29 U.S.C. 214(a) ;
(B) Students whose wages are calculated pursuant to special certificates issued under 29
U.S.C. 214(b) ; and
(C) Those employed in a bona fide executive, administrative, or professional capacity (29
U.S.C. 213(a)(1) and 29 CFR part 541).
(d) Notice. The Contractor shall notify all workers performing work on, or in connection
with, this contract of the applicable E.O. minimum wage rate under this clause. With respect
to workers covered by the Service Contract Labor Standards statute or the Wage Rate
Requirements (Construction) statute, the Contractor may in et this requirement by posting, in
a prominent and accessible place at the worksite, the applicable wage determination under
those statutes. With respect to workers whose wages are governed by the FLSA, the
Contractor shall post notice, utilizing the poster provided by the Administrator, which can be
obtained at www.dol.gov/agencies/whd/govemment-contracts, in a prominent and accessible
place at the worksite. Contractors that customarily post notices to workers electronically in y
post the notice electronically provided the electronic posting is displayed prominently on any
Web site that is maintained by the contractor, whether external or internal, and customarily
used for notices to workers about terms and conditions of employment.
(e) Payroll Records.
(1) The Contractor shall make and in intain records, for three years after completion of the
work, containing the following information for each worker:
(i) Name, address, and social security number;
(ii) The worker's occupation(s) or classification(s);
(iii) The rate or rates of wages paid;
(iv) The number of daily and weekly hours worked by each worker;
(v) Any deductions made; and
(vi) Total wages paid.
(2) The Contractor shall make records pursuant to paragraph (e)(1) of this clause available
for inspection and transcription by authorized representatives of the Administrator. The
Contractor shall also in ke such records available upon request of the Contracting Officer. a
(3) The Contractor shall make a copy of the contract available, as applicable, for inspection
or transcription by authorized representatives of the Administrator.
(4) Failure to comply with this paragraph (e) shall be a violation of 29 CFR 23.260 and this
contract. Upon direction of the Administrator or upon the Contracting Officer's own action,
payment shall be withheld until such time as the noncompliance is corrected.
(5) Nothing in this clause limits or otherwise modifies the Contractor's payroll and
recordkeeping obligations, if any, under the Service Contract Labor Standards statute, the
Wage Rate Requirements (Construction) statute, the Fair Labor Standards Act, or any other
applicable law.
(f) Access. The Contractor shall permit authorized representatives of the Administrator to
conduct investigations, including interviewing workers at the worksite during normal
working hours.
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(g) Withholding. The Contracting Officer, upon his or her own action or upon written request
of the Administrator, will withhold funds or cause funds to be withheld, from the Contractor
under this or any other Federal contract with the same Contractor, sufficient to pay workers
the full amount of wages required by this clause.
(h) Disputes. Department of Labor has set forth in 29 CFR 23.510, Disputes concerning
contractor compliance, the procedures for resolving disputes concerning a contractor's
compliance with Department of Labor regulations at 29 CFR part 23. Such disputes shall be
resolved in accordance with those procedures and not the Disputes clause of this contract.
These disputes include disputes between the Contractor (or any of its subcontractors) and the
contracting agency, the Department of Labor, or the workers or their representatives.
(i) Antiretaliation. The Contractor shall not discharge or in any other manner discriminate
against any worker because such worker has filed any complaint or instituted or caused to be
instituted any proceeding under or related to compliance with the E.O. or this clause, or has
testified or is about to testify in any such proceeding.
0) Subcontractor compliance. The Contractor is responsible for subcontractor compliance
with the requirements of this clause and may be held liable for unpaid wages due
subcontractor workers.
(k) Subcontracts. The Contractor shall include the substance of this clause, including this
paragraph (k) in all subcontracts, regardless of dollar value, that are subject to the Service
Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and
are to be performed in whole or in part in the United States.
(End of clause)
52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706
(JAN 2022)
(a) Definitions. As used in this clause (in accordance with 29 CFR 13.2) —
"Child", "domestic partner", and "domestic violence" have the meaning given in 29 CFR 13.2.
"Employee" —
(1) (i) Means any person engaged in performing work on or in connection with a contract
covered by Executive Order (E.O.) 13706, and
(A) Whose wages under such contract are governed by the Service Contract Labor
Standards statute (41 U.S.C. chanter 67). the Wage Rate Requirements
(Construction) statute (40 U.S.C. chanter 31. subchapter IV), or the Fair Labor
Standards Act (29 U.S.C. chanter 8),
(B) Including employees who qualify for an exemption from the Fair Labor
Standards Act's minimum wage and overtime provisions,
(C) Regardless of the contractual relationship alleged to exist between the individual
and the employer; and
(ii) Includes any person performing work on or in connection with the contract and
individually registered in a bona fide apprenticeship or training program registered with
the Department of Labor's Employment and Training Administration, Office of
Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of
Apprenticeship.
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(2) (i) An employee performs "on" a contract if the employee directly performs the specific
services called for by the contract; and
(ii) An employee performs "in connection with" a contract if the employee's work
activities are necessary to the performance of a contract but are not the specific services
called for by the contract.
"Individual related by blood or affinity whose close association with the employee is the equivalent of a
family relationship" has the meaning given in 29 CFR 13.2.
"Multiemployer" plan means a plan to which more than one employer is required to contribute and
which is maintained pursuant to one or more collective bargaining agreements between one or more
employee organizations and more than one employer.
"Paid sick leave" means compensated absence from employment that is required by E.O. 13706 and 29
CFR part 13.
"Parent", "sexual assault", "spouse", and "stalking" have the meaning given in 29 CFR 13.2.
"United States" means the 50 States and the District of Columbia.
(b) Executive Order 13706.
(1) This contract is subject to E.O. 13706 and the regulations issued by the Secretary of Labor in
29 CFR part 13 pursuant to the E.O.
(2) If this contract is not performed wholly within the United States, this clause only applies with
respect to that part of the contract that is performed within the United States.
(c) Paid sick leave. The Contractor shall —
(1) Permit each employee engaged in performing work on or in connection with this contract to
earn not less than 1 hour of paid sick leave for every 30 hours worked;
(2) Allow accrual and use of paid sick leave as required by E.O. 13706 and 29 CFR part 13;
(3) Comply with the accrual, use, and other requirements set forth in 29 CFR 13.5 and 13.6,
which are incorporated by reference in this contract;
(4) Provide paid sick leave to all employees when due free and clear and without subsequent
deduction (except as otherwise provided by 29 CFR 13.24), rebate, or kickback on any account;
(5) Provide pay and benefits for paid sick leave used no later than one pay period following the
end of the regular pay period in which the paid sick leave was taken; and
(6) Be responsible for the compliance by any subcontractor with the requirements of E.O. 13706,
29 CFR part 13, and this clause.
(d) Contractors may fulfill their obligations under E.O. 13706 and 29 CFR part 13 jointly with other
contractors through a multiemployer plan, or may fulfill their obligations through an individual fund,
plan, or program (see 29 CFR 13.8).
(e) Withholding. The Contracting Officer will, upon his or her own action or upon written request of an
authorized representative of the Department of Labor, withhold or cause to be withheld from the
Contractor under this or any other Federal contract with the same Contractor, so much of the accrued
payments or advances as may be considered necessary to pay employees the full amount owed to
compensate for any violation of the requirements of E.O. 13706, 29 CFR part 13, or this clause,
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including—
(1) Any pay and/or benefits denied or lost by reason of the violation;
(2) Other actual monetary losses sustained as a direct result of the violation; and
(3) Liquidated damages.
(f) Payment suspension/contract termination/contractor debarment.
(1) In the event of a failure to comply with E.O. 13706, 29 CFR part 13, or this clause, the
contracting agency may, on its own action or after authorization or by direction of the Department
of Labor and written notification to the Contractor take action to cause suspension of any further
payment, advance, or guarantee of funds until such violations have ceased.
(2) Any failure to comply with the requirements of this clause may be grounds for termination for
default or cause.
(3) A breach of the contract clause may be grounds for debarment as a contractor and
subcontractor as provided in 29 CFR 13.52.
(g) The paid sick leave required by E.O. 13706, 29 CFR part 13, and this clause is in addition to the
Contractor's obligations under the Service Contract Labor Standards statute and Wage Rate
Requirements (Construction) statute, and the Contractor may not receive credit toward its prevailing
wage or fringe benefit obligations under those Acts for any paid sick leave provided in satisfaction of
the requirements of E.O. 13706 and 29 CFR part 13.
(h) Nothing in E.O. 13706 or 29 CFR part 13 shall excuse noncompliance with or supersede any
applicable Federal or State law, any applicable law or municipal ordinance, or a collective bargaining
agreement requiring greater paid sick leave or leave rights than those established under E.O. 13706 and
29 CFR part 13.
(i) Recordkeeping
(1) The Contractor shall make and maintain, for no less than three (3) years from the completion
of the work on the contract, records containing the following information for each employee,
which the Contractor shall make available upon request for inspection, copying, and transcription
by authorized representatives of the Administrator of the Wage and Hour Division of the
Department of Labor:
(i) Name, address, and social security number of each employee.
(ii) The employee's occupation(s) or classification(s).
(iii) The rate or rates of wages paid (including all pay and benefits provided).
(iv) The number of daily and weekly hours worked.
(v) Any deductions made.
(vi) The total wages paid (including all pay and benefits provided) each pay period.
(vii) A copy of notifications to employees of the amount of paid sick leave the employee
has accrued, as required under 29 CFR 13.5(a)(2).
(viii) A copy of employees' requests to use paid sick leave, if in writing, or, if not in
writing, any other records reflecting such employee requests.
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(ix) Dates and amounts of paid sick leave taken by employees (unless the Contractor's
paid time off policy satisfies the requirements of E.O. 13706 and 29 CFR part 13 as
described in 29 CFR 13.5(f)(5), leave shall be designated in records as paid sick leave
pursuant to E.O. 13706).
(x) A copy of any written responses to employees' requests to use paid sick leave,
including explanations for any denials of such requests, as required under 29 CFR
13.5(d)(3).
(xi) Any records reflecting the certification and documentation the Contractor may
require an employee to provide under 29 CFR 13.5(e), including copies of any
certification or documentation provided by an employee.
(xii) Any other records showing any tracking of or calculations related to an employee's
accrual or use of paid sick leave.
(xiii) The relevant contract.
(xiv) The regular pay and benefits provided to an employee for each use of paid sick
leave.
(xv) Any financial payment made for unused paid sick leave upon a separation from
employment intended, pursuant to 29 CFR 13.5(b)(5), to relieve the Contractor from the
obligation to reinstate such paid sick leave as otherwise required by 29 CFR 13.5(b)(4).
(2) (i) If the Contractor wishes to distinguish between an employee's covered and noncovered
work, the Contractor shall keep records or other proof reflecting such distinctions. Only if
the Contractor adequately segregates the employee's time will time spent on noncovered
work be excluded from hours worked counted toward the accrual of paid sick leave.
Similarly, only if the Contractor adequately segregates the employee's time may the
Contractor properly refuse an employee's request to use paid sick leave on the ground
that the employee was scheduled to perform noncovered work during the time he or she
asked to use paid sick leave.
(ii) If the Contractor estimates covered hours worked by an employee who performs work
in connection with contracts covered by the E.O. pursuant to 29 CFR 13.5(a)(i) or (iii),
the Contractor shall keep records or other proof of the verifiable information on which
such estimates are reasonably based. Only if the Contractor relies on an estimate that is
reasonable and based on verifiable information will an employee's time spent in
connection with noncovered work be excluded from hours worked counted toward the
accrual of paid sick leave. If the Contractor estimates the amount of time an employee
spends performing in connection with contracts covered by the E.O., the Contractor shall
permit the employee to use his or her paid sick leave during any work time for the
Contractor.
(3) In the event the Contractor is not obligated by the Service Contract Labor Standards statute,
the Wage Rate Requirements (Construction) statute, or the Fair Labor Standards Act to keep
records of an employee's hours worked, such as because the employee is exempt from the Fair
Labor Standards Act's minimum wage and overtime requirements, and the Contractor chooses to
use the assumption permitted by 29 CFR 13.5(a)(1)(iii), the Contractor is excused from the
requirement in paragraph (i)(1)(iv) of this clause and 29 CFR 13.25(a)(4) to keep records of the
employee's number of daily and weekly hours worked.
(4) (i) Records relating to medical histories or domestic violence, sexual assault, or stalking,
created for purposes of E.O. 13706, whether of an employee or an employee's child,
parent, spouse, domestic partner, or other individual related by blood or affinity whose
close association with the employee is the equivalent of a family relationship, shall be
maintained as confidential records in separate files/records from the usual personnel files.
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(ii) If the confidentiality requirements of the Genetic Information Nondiscrimination Act
of 2008 (GINA), section 503 of the Rehabilitation Act of 1973, and/or the Americans
with Disabilities Act (ADA) apply to records or documents created to comply with the
recordkeeping requirements in this contract clause, the records and documents shall also
be maintained in compliance with the confidentiality requirements of the GINA, section
503 of the Rehabilitation Act of 1973, and/or ADA as described in 29 CFR 1635.9, 41
CFR 60-741.23(d), and 29 CFR 1630.14(c)(1), respectively.
(iii) The Contractor shall not disclose any documentation used to verify the need to use 3
or more consecutive days of paid sick leave for the purposes listed in 29 CFR
13.5(c)(1)(iv) (as described in 29 CFR 13.5(e)(1)(ii)) and shall maintain confidentiality
about any domestic abuse, sexual assault, or stalking, unless the employee consents or
when disclosure is required by law.
(5) The Contractor shall permit authorized representatives of the Wage and Hour Division to
conduct interviews with employees at the worksite during normal working hours.
(6) Nothing in this contract clause limits or otherwise modifies the Contractor's recordkeeping
obligations, if any, under the Service Contract Labor Standards statute, the Wage Rate
Requirements (Construction) statute, the Fair Labor Standards Act, the Family and Medical
Leave Act, E.O. 14026, their respective implementing regulations, or any other applicable law.
0) Interference/discrimination.
(1) The Contractor shall not in any manner interfere with an employee's accrual or use of paid
sick leave as required by E.O. 13706 or 29 CFR part 13. Interference includes, but is not limited
to —
(i) Miscalculating the amount of paid sick leave an employee has accrued;
(ii) Denying or unreasonably delaying a response to a proper request to use paid sick
leave;
(iii) Discouraging an employee from using paid sick leave;
(iv) Reducing an employee's accrued paid sick leave by more than the amount of such
leave used;
(v) Transferring an employee to work on contracts not covered by the E.O. to prevent the
accrual or use of paid sick leave;
(vi) Disclosing confidential information contained in certification or other documentation
provided to verify the need to use paid sick leave; or
(vii) Making the use of paid sick leave contingent on the employee's finding a
replacement worker or the fulfillment of the Contractor's operational needs.
(2) The Contractor shall not discharge or in any other manner discriminate against any employee
for —
(i) Using, or attempting to use, paid sick leave as provided for under E.O. 13706 and 29
CFR part 13;
(ii) Filing any complaint, initiating any proceeding, or otherwise asserting any right or
claim under E.O. 13706 and 29 CFR part 13;
(iii) Cooperating in any investigation or testifying in any proceeding under E.O. 13706
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and 29 CFR part 13; or
(iv) Informing any other person about his or her rights under E.O. 13706 and 29 CFR part
13.
(k) Notice. The Contractor shall notify all employees performing work on or in connection with a
contract covered by the E.O. of the paid sick leave requirements of E.O. 13706, 29 CFR part 13, and
this clause by posting a notice provided by the Department of Labor in a prominent and accessible place
at the worksite so it may be readily seen by employees. Contractors that customarily post notices to
employees electronically may post the notice electronically, provided such electronic posting is
displayed prominently on any website that is maintained by the Contractor, whether external or internal,
and customarily used for notices to employees about terms and conditions of employment.
(1) Disputes concerning labor standards. Disputes related to the application of E.O. 13706 to this
contract shall not be subject to the general disputes clause of the contract. Such disputes shall be
resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR part 13.
Disputes within the meaning of this contract clause include disputes between the Contractor (or any of
its subcontractors) and the contracting agency, the Department of Labor, or the employees or their
representatives.
(m) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (m),
in all subcontracts, regardless of dollar value, that are subject to the Service Contract Labor Standards
statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in
part in the United States.
52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG
COMMERCIAL VESSELS (NOV 2021)
(a) Except as provided in paragraph (e) of this clause, the Cargo Preference Act of 1954 (46 U.S.C.
Appx 1241(b)) requires that Federal departments and agencies shall transport in privately owned
U.S.-flag commercial vessels at least 50 percent of the gross tonnage of equipment, materials, or
commodities that may be transported in ocean vessels (computed separately for dry bulk carriers, dry
cargo liners, and tankers). Such transportation shall be accomplished when any equipment, materials, or
commodities, located within or outside the United States, that may be transported by ocean vessel
are —
(1) Acquired for a U.S. Government agency account;
(2) Furnished to, or for the account of, any foreign nation without provision for reimbursement;
(3) Furnished for the account of a foreign nation in connection with which the United States
advances funds or credits, or guarantees the convertibility of foreign currencies; or
(4) Acquired with advance of funds, loans, or guaranties made by or on behalf of the United
States.
(b) The Contractor shall use privately owned U.S.-flag commercial vessels to ship at least 50 percent of
the gross tonnage involved under this contract (computed separately for dry bulk carriers, dry cargo
liners, and tankers) whenever shipping any equipment, materials, or commodities under the conditions
set forth in paragraph (a) above, to the extent that such vessels are available at rates that are fair and
reasonable for privately owned U.S.-flag commercial vessels.
(c) (1) The Contractor shall submit one legible copy of a rated on -board ocean bill of lading for
each shipment to both (i) the Contracting Officer and (ii) the Office of Cargo Preference,
Maritime Administration (MAR-590), 400 Seventh Street, SW, Washington, DC 20590.
Subcontractor bills of lading shall be submitted through the Prime Contractor.
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(2) The Contractor shall furnish these bill of lading copies (i) within 20 working days of the date
of loading for shipments originating in the United States, or (ii) within 30 working days for
shipments originating outside the United States. Each bill of lading copy shall contain the
following information:
(A) Sponsoring U.S. Government agency.
(B) Name of vessel.
(C) Vessel flag of registry.
(D) Date of loading.
(E) Port of loading.
(F) Port of final discharge.
(G) Description of commodity.
(H) Gross weight in pounds and cubic feet if available.
(I) Total ocean freight revenue in U.S. dollars.
(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all
subcontracts or purchase orders under this contract, except those described in paragraph (e)(4).
(e) The requirement in paragraph (a) does not apply to —
(1) Cargoes carried in vessels as required or authorized by law or treaty;
(2) Ocean transportation between foreign countries of supplies purchased with foreign currencies
made available, or derived from funds that are made available, under the Foreign Assistance Act
of 1961 (22 U.S.C. 2353);
(3) Shipments of classified supplies when the classification prohibits the use of non -Government
vessels; and
(4) Subcontracts or purchase orders for the acquisition of commercial products or commercial
services unless —
(i) This contract is —
(A) A contract or agreement for ocean transportation services; or
(B) A construction contract; or
(ii) The supplies being transported are —
(A) Items the Contractor is reselling or distributing to the Government without
adding value. (Generally, the Contractor does not add value to the items when it
subcontracts items for f.o.b. destination shipment); or
(B) Shipped in direct support of U.S. military —
(1) Contingency operations;
(2) Exercises; or
(3) Forces deployed in connection with United Nations or North Atlantic
Treaty Organization humanitarian or peacekeeping operations.
(f) Guidance regarding fair and reasonable rates for privately owned U.S.-flag commercial vessels may
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be obtained from the Office of Costs and Rates, Maritime Administration, 400 Seventh Street, SW,
Washington, DC 20590, Phone: 202-366-4610.
52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING
DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING
DATA — MODIFICATIONS (NOV 2021) (ALTERNATE IV —
OCT 2010)
(a) Submission of certified cost or pricing data is not required.
(b) Provide data described below: [Insert description of the data and the format that are required,
including the access to records necessary to permit an adequate evaluation of the proposed price in
accordance with 15.403-3.]
(1) Information required by the clause at 552.238-82, Modifications (Multiple Award Schedule).
(2) Any additional supporting information requested by the Contracting Officer. The Contracting
Officer may require additional supporting information, but only to the extent necessary to determine
whether the price(s) offered is fair and reasonable.
(3) By submitting a request for modification, the Contractor grants the Contracting Officer or an
authorized representative the right to examine, at any time before agreeing to a modification, books,
records, documents, papers, and other directly pertinent records to verify the pricing, sales and other
data related to the supplies or services proposed in order to determine the reasonableness of price(s).
Access does not extend to Contractor's cost or profit information or other data relevant solely to the
Contractor's determination of the prices to be offered in the catalog or marketplace.
552.238-116 OPTION TO EXTEND THE TERM OF THE FSS CONTRACT (MAR 2022)
(a) The Government may require continued performance of this contract for an additional 5 year
period. This option may be exercised up to three times.
(b) The Contracting Officer may exercise the option by providing written notice to the Contractor
30 days before the contract expires.
(End of Clause)
552.238-115 SPECIAL ORDERING PROCEDURES FOR THE
ACQUISITION OF ORDER -LEVEL MATERIALS (APR 2022)
(a) Definition.
"Order -level materials", as used in this clause, means supplies and/or services acquired in direct support
of an individual task or delivery order placed against a Federal Supply Schedule (FSS) contract or FSS
blanket purchase agreement (BPA), when the supplies and/or services are not known at the time of
Schedule contract or FSS BPA award. The prices of order -level materials are not established in the FSS
contract or FSS BPA. Order -level materials acquired following the procedures in paragraph (d) of this
clause are done so under the authority of the FSS program, pursuant to 41 U.S.C. 152(3), and are not
open market items, which are discussed in FAR 8.402(f).
(b) FAR 8.403(b) provides that GSA may establish special ordering procedures for a particular FSS.
(c) The procedures in FAR subpart 8.4 apply to this contract, with the exceptions listed in this clause. If
a requirement in this clause is inconsistent with FAR subpart 8.4, this clause takes precedence pursuant
to FAR 8.403(b).
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(d) Procedures for including order -level materials when placing an individual task or delivery order
against an FSS contract or FSS BPA.
(1) The procedures discussed in FAR 8.402(f) do not apply when placing task and delivery orders
that include order -level materials.
(2) Order -level materials are included in the definition of the term "material" in FAR clause
52.212-4 Alternate I, and, therefore, all provisions of FAR clause 52.212-4 Alternate I that apply
to "materials" also apply to order -level materials.
(3) Order -level materials shall only be acquired in direct support of an individual task or delivery
order and not as the primary basis or purpose of the order.
(4) The value of order -level materials in a task or delivery order, or the cumulative value of
order -level materials in orders against an FSS BPA awarded under a FSS contract, shall not
exceed 33.33%.
(5) All order -level materials shall be placed under the Order -Level Materials SIN.
(6) Prior to the placement of an order that includes order -level materials, the Ordering Activity
shall follow the procedures in FAR 8.404(h).
(7) To support the price reasonableness of order -level materials—
(i) The Contractor proposing order -level materials as part of a solution shall obtain a
minimum of three quotes for each order -level material above the simplified acquisition
threshold.
(A) One of these three quotes may include materials furnished by the Contractor
under paragraph (i)(1)(ii)(A) of FAR clause 52.212-4 Alternate I.
(B) If the Contractor cannot obtain three quotes, the Contractor shall maintain
documentation of why three quotes could not be obtained to support their
determination.
(C) A Contractor with an approved purchasing system, per FAR subpart 44.3,
shall instead follow its purchasing system requirement and is exempt from the
requirements in paragraphs (d)(7)(i)(A) through (B) of this clause.
(ii) The Ordering Activity Contracting Officer must make a determination that prices for
all order -level materials are fair and reasonable. The Ordering Activity Contracting
Officer may base this determination on a comparison of the quotes received in response
to the task or delivery order solicitation or other relevant pricing information available.
(iii) If indirect costs are approved per paragraph (i)(1)(ii)(D)(2) of FAR clause 52.212-4
Alternate I, the Ordering Activity Contracting Officer must make a determination that all
indirect costs approved for payment are fair and reasonable. Supporting data shall be
submitted in a form acceptable to the Ordering Activity Contracting Officer.
(8) Prior to an increase in the ceiling price of order -level materials, the Ordering Activity
Contracting Officer shall follow the procedures at FAR 8.404(h)(3)(iv).
(9) In accordance with GSAR clause 552.238-83, Examination of Records by GSA (Federal
Supply Schedules), GSA has the authority to examine the Contractor's records for compliance
with the pricing provisions in FAR clause 52.212-4 Alternate I, to include examination of any
books, documents, papers, and records involving transactions related to the contract for
overbillings, billing errors, and compliance with the Industrial Funding Fee (IFF) and the Sales
Reporting clauses of the contract.
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(10) Order -level materials are exempt from the following clauses:
(i) 552.216-70 Economic Price Adjustment - FSS Multiple Award Schedule Contracts.
(ii) 552.238-77 Submission and Distribution of Authorized Federal Supply Schedule
(FSS) Price Lists.
(iii) 552.238-81 Price Reductions.
End of clause
552.238-73 IDENTIFICATION OF ELECTRONIC OFFICE
EQUIPMENT PROVIDING ACCESSIBILITY FOR INDIVIDUALS
WITH DISABILITIES (MAR 2022)
(a) Definitions.
"Electronic office equipment accessibility" means the application/configuration of electronic office
equipment (includes hardware, software and firmware) in a manner that accommodates the functional
limitations of individuals with disabilities so as to promote productivity and provide access to work
related and/or public information resources.
"Individuals with Disabilities" mean qualified individuals with impairments as cited in 29 U.S.C.
705(20) who can benefit from electronic office equipment accessibility.
"Special peripheral" means a special needs aid that provides access to electronic equipment that is
otherwise inaccessible to individuals with disabilities.
(b) The offeror is encouraged to identify in its offer, and include in any commercial catalogs and
pricelists accepted by the Contracting Officer, office equipment, including any special peripheral, that
will facilitate electronic office equipment accessibility for individuals with disabilities. Identification
should include the type of disability accommodated and how the users with that disability would be
helped.
End of clause
52.216-22 INDEFINITE QUANTITY (OCT 1995)
(a) This is an indefinite -quantity contract for the supplies or services specified, and effective for the
period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are
estimates only and are not purchased by this contract.
(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the
Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or
services specified in the Schedule up to and including the quantity designated in the Schedule as the
"maximum." The Government shall order at least the quantity of supplies or services designated in the
Schedule as the "minimum."
(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is
no limit on the number of orders that may be issued. The Government may issue orders requiring
delivery to multiple destinations or performance at multiple locations.
(d) Any order issued during the effective period of this contract and not completed within that period
shall be completed by the Contractor within the time specified in the order. The contract shall govern
the Contractor's and Government's rights and obligations with respect to that order to the same extent as
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if the order were completed during the contract's effective period; provided, that the Contractor shall
not be required to make any deliveries under this contract after the completion of customer order,
including options, 60 months following the expiration of the FSS contract ordering period.
End of clause
52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (MAY
2022)
(a) Definitions. As used in this clause —
Commercially available off -the -shelf (COTS) item —
(1) Means any item of supply that is —
(i) A commercial product (as defined in paragraph (1) of the definition of "commercial
product" at Federal Acquisition Regulation (FAR) 2.101);
(ii) Sold in substantial quantities in the commercial marketplace; and
(iii) Offered to the Government, without modification, in the same form in which it is
sold in the commercial marketplace; and
(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4). such as agricultural products
and petroleum products. Per 46 CFR 525.1(c)(2), "bulk cargo" means cargo that is loaded and
carried in bulk onboard ship without mark or count, in a loose unpackaged form, having
homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or
Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo.
Employee assigned to the contract means an employee who was hired after November 6, 1986 (after
November 27, 2009, in the Commonwealth of the Northern Mariana Islands), who is directly
performing work, in the United States, under a contract that is required to include the clause prescribed
at 22.1803. An employee is not considered to be directly performing work under a contract if the
employee —
(1) Normally performs support work, such as indirect or overhead functions; and
(2) Does not perform any substantial duties applicable to the contract.
Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies
or services for performance of a prime contract or a subcontract. It includes but is not limited to
purchase orders, and changes and modifications to purchase orders.
Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or
for a prime Contractor or another subcontractor.
United States, as defined in 8 U.S.C. 1101(a)(38). means the 50 States, the District of Columbia, Puerto
Rico, Guam, the Commonwealth of the Northern Mariana Islands, and the U.S. Virgin Islands.
(b) Enrollment and verification requirements.
(1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award,
the Contractor shall —
(i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days
of contract award;
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(ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify
program, begin to use E-Verify to initiate verification of employment eligibility of all
new hires of the Contractor, who are working in the United States, whether or not
assigned to the contract, within 3 business days after the date of hire (but see paragraph
(b)(3) of this section); and
(iii) Verify employees assigned to the contract. For each employee assigned to the
contract, initiate verification within 90 calendar days after date of enrollment or within 30
calendar days of the employee's assignment to the contract, whichever date is later (but
see paragraph (b)(4) of this section).
(2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the
Contractor shall use E-Verify to initiate verification of employment eligibility of —
(i) All new employees.
(A) Enrolled 90 calendar days or more. The Contractor shall initiate verification
of all new hires of the Contractor, who are working in the United States, whether
or not assigned to the contract, within 3 business days after the date of hire (but
see paragraph (b)(3) of this section); or
(B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment
as a Federal Contractor in E-Verify, the Contractor shall initiate verification of all
new hires of the Contractor, who are working in the United States, whether or not
assigned to the contract, within 3 business days after the date of hire (but see
paragraph (b)(3) of this section); or
(ii) Employees assigned to the contract. For each employee assigned to the contract, the
Contractor shall initiate verification within 90 calendar days after date of contract award
or within 30 days after assignment to the contract, whichever date is later (but see
paragraph (b)(4) of this section).
(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State
or local government or the government of a Federally recognized Indian tribe; or a surety
performing under a takeover agreement entered into with a Federal agency pursuant to a
performance bond, the Contractor may choose to verify only employees assigned to the contract,
whether existing employees or new hires. The Contractor shall follow the applicable verification
requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of new
employees applies only to new employees assigned to the contract.
(4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all
existing employees hired after November 6, 1986 (after November 27, 2009, in the
Commonwealth of the Northern Mariana Islands), rather than just those employees assigned to
the contract. The Contractor shall initiate verification for each existing employee working in the
United States who was hired after November 6, 1986 (after November 27, 2009, in the
Commonwealth of the Northern Mariana Islands), within 180 calendar days of —
(i) Enrollment in the E-Verify program; or
(ii) Notification to E-Verify Operations of the Contractor's decision to exercise this
option, using the contact information provided in the E-Verify program Memorandum of
Understanding (MOU).
(5) The Contractor shall comply, for the period of performance of this contract, with the
requirements of the E-Verify program MOU.
(i) The Department of Homeland Security (DHS) or the Social Security Administration
(SSA) may terminate the Contractor's MOU and deny access to the E-Verify system in
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accordance with the terms of the MOU. In such case, the Contractor will be referred to a
suspension or debarment official.
(ii) During the period between termination of the MOU and a decision by the suspension
or debarment official whether to suspend or debar, the Contractor is excused from its
obligations under paragraph (b) of this clause. If the suspension or debarment official
determines not to suspend or debar the Contractor, then the Contractor must reenroll in
E-Verify.
(c) Web site. Information on registration for and use of the E-Verify program can be obtained via the
Internet at the Department of Homeland Security Web site: httns://www.e-verifv.2ov.
(d) Individuals previously verified. The Contractor is not required by this clause to perform additional
employment verification using E-Verify for any employee —
(1) Whose employment eligibility was previously verified by the Contractor through the E-Verify
program;
(2) Who has been granted and holds an active U.S. Government security clearance for access to
confidential, secret, or top secret information in accordance with the National Industrial Security
Program Operating Manual; or
(3) Who has undergone a completed background investigation and been issued credentials
pursuant to Homeland Security Presidential Directive (HSPD)-12, Policy for a Common
Identification Standard for Federal Employees and Contractors.
(e) Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph
(e) (appropriately modified for identification of the parties), in each subcontract that —
(1) Is for—
(i) Services (except for commercial services that are part of the purchase of a COTS item
(or an item that would be a COTS item, but for minor modifications), performed by the
COTS provider, and are normally provided for that COTS item); or
(ii) Construction;
(2) Has a value of more than $3,500; and
(3) Includes work performed in the United States.
End of clause
52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT 2022)
(a) This clause does not apply to the unrestricted portion of a partial set -aside.
(b) Definition. Similarly situated entity, as used in this clause, means a first -tier subcontractor,
including an independent contractor, that—
(1) Has the same small business program status as that which qualified the prime contractor for
the award (e.g., for a small business set -aside contract, any small business concern, without regard to its
socioeconomic status); and
(2) Is considered small for the size standard under the North American Industry Classification
System (NAICS) code the prime contractor assigned to the subcontract.
(c) Applicability. This clause applies only to—
(1) Contracts that have been set aside for any of the small business concerns identified in
19.000(a)(3);
(2) Part or parts of a multiple -award contract that have been set aside for any of the small
business concerns identified in 19.000(a)(3);
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(3) Contracts that have been awarded on a sole -source basis in accordance with subparts 19.8,
19.13, 19.14, and 19.15;
(4) Orders expected to exceed the simplified acquisition threshold and that are—
(i) Set aside for small business concerns under multiple -award contracts, as described in
8.405-5 and 16.505(b)(2)(i)(F); or
(ii) Issued directly to small business concerns under multiple -award contracts as described in
19.504(c)(1)(ii);
(5)Orders, regardless of dollar value, that are—
(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple -award
contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or
(ii)Issued directly to concerns that qualify for the programs described in subparts 19.8,
19.13, 19.14, or 19.15 under multiple -award contracts, as described in 19.504(c)(1)(ii); and
(6) Contracts using the HUBZone price evaluation preference to award to a HUBZonc small
business concern unless the concern waived the evaluation preference.
(d) Independent contractors. An independent contractor shall be considered a subcontractor.
(c) Limitations on subcontracting. By submission of an offer and execution of a contract, the
Contractor agrees that in performance of a contract assigned a North American Industry Classification
System (NAICS) code for—
(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the
Government for contract performance to subcontractors that are not similarly situated entities. Any work
that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent
subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the
50 percent limitation shall apply only to the service portion of the contract;
(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay
more than 50 percent of the amount paid by the Government for contract performance, excluding the
cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly
situated entity fuuther subcontracts will count towards the prime contractor's 50 percent subcontract
amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent
limitation shall apply only to the supply portion of the contract;
(3) General construction, it will not pay more than 85 percent of the amount paid by the
Government for contract performance, excluding the cost of materials, to subcontractors that are not
similarly situated entities. Any work that a similarly situated entity further subcontracts will count
towards the prime contractor's 85 percent subcontract amount that cannot be exceeded; or
(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount
paid by the Government for contract performance, excluding the cost of materials, to subcontractors that
are not similarly situated entities. Any work that a similarly situated entity further subcontracts will
count towards the prime contractor's 75 percent subcontract amount that cannot be exceeded.
(f) The Contractor shall comply with the limitations on subcontracting as follows:
(1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause —
[Contracting Officer check as appropriate.]
# By the end of the base term of the contract and then by the end of each subsequent option
period; or
# By the end of the performance period for each order issued under the contract.
(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the
performance period for the order.
(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in
paragraph (c) of this clause will be performed by the aggregate of the joint venture participants.
(1) Ina joint venture comprised of a small business protege and its mentor approved by the Small
Business Administration, the small business prot6g6 shall perform at least 40 percent of the work
performed by the joint venture. Work performed by the small business prot6g6 in the joint
venture must be more than administrative functions.
(2) In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work
performed by the joint venture. Work performed by the 8(a) participants in the joint venture must
be more than administrative functions.
(End of clause)
52.219-27 NOTICE OF SERVICE -DISABLED VETERAN -OWNED
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SMALL BUSINESS SET- ASIDE (OCT 2022)
(a) Definition. Definition. "Service -disabled veteran -owned small business concern"—
(1) Means a small business concern—
(i) Not less than 51 percent of which is owned by one or more service -disabled veterans or, in the
case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more
service -disabled veterans; and
(ii) The management and daily business operations of which are controlled by one or more
service -disabled veterans or, in the case of a service -disabled veteran with permanent and severe disability,
the spouse or permanent caregiver of such veteran.
(2) "Service -disabled veteran" means a veteran, as defined in 38 U.S.C.101(2). with a disability that is
service -connected, as defined in 38 U.S.C.101(16).
(b) Applicability. This clause applies only to—
(1) Contracts that have been set aside for service -disabled veteran -owned small business concerns;
(2) Part or parts of a multiple -award contract that have been set aside for service -disabled
veteran -owned small business concerns;
(3) Orders set aside for service -disabled veteran -owned small business concerns under multiple -award
contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and
(4) Orders issued directly to service -disabled veteran -owned small business concerns under
multiple -award contracts as described in 19.504(c)(1)(ii).
(c) General.
(1) Offers are solicited only from service -disabled veteran -owned small business concerns. Offers received
from concerns that are not service -disabled veteran -owned small business concerns shall not be considered.
(2) Any award resulting from this solicitation will be made to a service -disabled veteran -owned small
business concern.
(d) A joint venture may be considered a service -disabled veteran owned small business concern if—
(1) At least one parry to the joint venture complies with the criteria defined in paragraph (a) of this
clause and 13 CFR 125.18(b)(2); and
(2) Each parry to the joint venture is small under the size standard corresponding to the NAICS code
assigned to the procurement, or the prot6g6 is small under the size standard corresponding to the NAICS
code assigned to the procurement in a joint venture comprised of a mentor and prot6g6 with an
approved mentor -protege agreement under an SBA mentor-prot6g6 program.
(e) In a joint venture that complies with paragraph (f) of this clause, the service -disabled veteran -owned
small business party or parties to the joint venture shall perform at least 40 percent of the work
performed by the joint venture. Work performed by the service -disabled veteran -owned small business
party or parties to the joint venture must be more than administrative functions.
(End of clause)
52.219-29 NOTICE OF SET -ASIDE FOR, OR SOLE SOURCE
AWARD TO, ECONOMICALLY DISADVANTAGED
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WOMEN -OWNED SMALL BUSINESS CONCERNS (OCT 2022)
(a) Definitions
Economically disadvantaged women -owned small business (EDWOSB) concern, as used in this clause,
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 _Dart
127, and is certified pursuant to 13 CFR 127.300 as an EDWOSB. It automatically qualifies as a
women -owned small business (WOSB) concern eligible under the WOSB Program.
WOSB Program Repository means a secure, Web -based application that collects, stores, and
disseminates documents to the contracting community and SBA, which verify the eligibility of a
business concern for a contract to be awarded under the WOSB Program.
(b) Applicability. This clause applies only to—
(1) Contracts that have been set aside for, or awarded on a sole -source basis to, EDWOSB
concerns;
(2) Part or parts of a multiple -award contract that have been set aside for EDWOSB concerns;
(3) Orders set aside for EDWOSB concerns under multiple -award contracts as described
in 8.405-5 and 16.505(b)(2)(i)(F); and
(4) Orders issued directly to EDWOSB concerns under multiple -award contracts as described
in 19.504(c)(1)(ii).
(c) General.
(1) For EDWOSB set -aside procurements, offers are solicited only from certified EDWOSB concerns or
EDWOSB concerns with a pending application for certification in the Dynamic Small Business
Search (DSBS).
(2) For EDWOSB sole -source awards, offers are solicited only from certified EDWOSB concerns.
(3) Offers received from other concerns will not be considered.
(4) Any award resulting from this solicitation will be made to a certified EDWOSB concern.
(d) Joint Venture. A joint venture may be considered an EDWOSB concern if—
(1) At least one party to the joint venture complies with the criteria defined in paragraph (a) and
paragraph (c)(3) of this clause, and 13 CFR 127.506(c): and
(2) Each party to the joint venture qualifies as small under the size standard for the solicitation,
or the prot6g6 is small under the size standard for the solicitation in a joint venture comprised of a
mentor and prot6ge with an approved mentor -protege agreement under the SBA mentor -protege
program.
(e) In a joint venture that complies with paragraph (d) of this clause, the EDWOSB party or parties to
the joint venture shall perform at least 40 percent of the work performed by the joint venture. Work
performed by the EDWOSB party or parties to the joint venture must be more than administrative
functions.
(End of clause)
52.219-30 NOTICE OF SET -ASIDE FOR, OR SOLE SOURCE
AWARD TO, WOMEN -OWNED SMALL BUSINESS CONCERNS
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ELIGIBLE UNDER THE WOMEN -OWNED SMALL BUSINESS
PROGRAM (OCT 2022)
(a) Definitions. As used in this clause —
Definition. Women -owned small business (WOSB) concern eligible under the WOSB Program (in
accordance with 13 CFR Dart 127), as used in this clause, 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
the concern is certified by SBA or an approved third party certifier in accordance with 13 CFR 127.300
as a WOSB. A certified EDWOSB is automatically eligible as a certified WOSB.
(b) Applicability. This clause applies only to-
(1) Contracts that have been set aside for, or awarded on a sole -source basis to, WOSB concerns
eligible under the WOSB Program;
(2) Part or parts of a multiple -award contract that have been set aside for WOSB concerns
eligible under the WOSB Program;
(3) Orders set aside for WOSB concerns eligible under the WOSB Program, under
multiple -award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and
(4) Orders issued directly to WOSB concerns eligible under the WOSB Program under
multiple -award contracts as described in 19.504(c)(1)(ii).
(c) General.
(1) For WOSB set -aside procurements, offers are solicited only from certified WOSB concerns eligible
under the WOSB Program or WOSB concerns with a pending application for certification status in the
Dynamic Small Business Search (DSBS).
(2) For WOSB sole -source awards, offers are solicited only from certified WOSB concerns.
(3) Offers received from other concerns shall not be considered.
(4) Any award resulting from this solicitation will be made to a certified WOSB concern eligible under
the WOSB Program.
(d) Joint Venture. A joint venture may be considered a WOSB concern eligible under the WOSB
Program if—
(1) At least one party to the joint venture complies with the criteria defined in paragraph (a) and
(c)(3) of this clause, and 13 CFR 127.506(c): and
(2) Each party to the joint venture qualifies as small under the size standard for the solicitation, or
the prot6g6 is small under the size standard for the solicitation in a joint venture comprised of a mentor
and prot6ge with an approved mentor-prot6ge agreement under the SBA mentor-prot6g6 program.
(e) In a joint venture that complies with paragraph (d) of this clause, the WOSB party or parties to the
joint venture shall perform at least 40 percent of the work performed by the joint venture. Work
performed by the WOSB party or parties to the joint venture must be more than administrative
functions.
(End of clause)
52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2022)
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(ALT 11 NOV 2016)
(a) This clause does not apply to small business concerns.
(b) Definitions. As used in this clause —
Alaska Native Corporation (ANC) means any Regional Corporation, Village
Corporation, Urban Corporation, or Group Corporation organized under the laws of the State
of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43
U.S.C. 1601, et seq.) and which is considered a minority and economically disadvantaged
concern under the criteria at 43 U.S.C. 1626(e)(1). This definition also includes ANC direct
and indirect subsidiary corporations, joint ventures, and partnerships that meet the
requirements of 43 U.S.C. 1626(e)(2).
Commercial plan means a subcontracting plan (including goals) that covers the offeror's
fiscal year and that applies to the entire production of commercial products and commercial
services sold by either the entire company or a portion thereof (e.g., division, plant, or
product line).
Commercial Product means a product that satisfies the definition of "commercial
product" in Federal Acquisition Regulation (FAR) 2.101.
Commercial Service means a service that satisfies the definition of "commercial service" in
FAR 2.101.
Electronic Subcontracting Reporting System (eSRS) means the Governmentwide,
electronic, web -based system for small business subcontracting program reporting. The eSRS
is located at httn://www.esrs.tiov.
Indian tribe means any Indian tribe, band, group, pueblo, or community, including native
villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and
Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C. 1601 et seq.), that
is recognized by the Federal Government as eligible for services from the Bureau of Indian
Affairs in accordance with 25 U.S.C. 1452(c). This definition also includes Indian -owned
economic enterprises that meet the requirements of 25 U.S.C. 1452(e).
Individual subcontracting plan means a subcontracting plan that covers the entire
contract period (including option periods), applies to a specific contract, and has goals that
are based on the offeror's planned subcontracting in support of the specific contract, except
that indirect costs incurred for common or joint purposes may be allocated on a prorated
basis to the contract.
Master subcontracting plan means a subcontracting plan that contains all the required
elements of an individual subcontracting plan, except goals, and may be incorporated into
individual subcontracting plans, provided the master subcontracting plan has been approved.
Reduced payment means a payment that is for less than the amount agreed upon in a
subcontract in accordance with its terms and conditions, for supplies and services for which
the Government has paid the prime contractor.
Subcontract means any agreement (other than one involving an employer -employee
relationship) entered into by a Federal Government prime Contractor or subcontractor calling
for supplies or services required for performance of the contract or subcontract.
Total contract dollars means the final anticipated dollar value, including the dollar value
of all options.
Untimely payment means a payment to a subcontractor that is more than 90 days past due
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under the terms and conditions of a subcontract for supplies and services for which the
Government has paid the prime contractor.
601
(1) Proposals submitted in response to this solicitation shall include a subcontracting plan
that separately addresses subcontracting with small business, veteran -owned small business,
service -disabled veteran -owned small business, HUBZone small business, small
disadvantaged business, and women -owned small business concerns. If the Offeror is
submitting an individual subcontracting plan, the plan must separately address subcontracting
with small business, veteran -owned small business, service -disabled veteran -owned small
business, HUBZone small business, small disadvantaged business, and women -owned small
business concerns, with a separate part for the basic contract and separate parts for each
option (if any). The plan shall be included in and made a part of the resultant contract. The
subcontracting plan shall be negotiated within the time specified by the Contracting Officer.
Failure to submit and negotiate a subcontracting plan shall make the Offeror ineligible for
award of a contract.
(2)
(i) The Contractor may accept a subcontractor's written representations of its size and
socioeconomic status as a small business, small disadvantaged business, veteran -owned small
business, service -disabled veteran -owned small business, or a women -owned small business
if the subcontractor represents that the size and socioeconomic status representations with its
offer are current, accurate, and complete as of the date of the offer for the subcontract.
(ii) The Contractor may accept a subcontractor's representations of its size and
socioeconomic status as a small business, small disadvantaged business, veteran -owned small
business, service -disabled veteran -owned small business, or a women -owned small business
in the System for Award Management (SAM) if —
(A) The subcontractor is registered in SAM; and
(B) The subcontractor represents that the size and socioeconomic status
representations made in SAM are current, accurate and complete as of the date of the offer
for the subcontract.
(iii) The Contractor may not require the use of SAM for the purposes of
representing size or socioeconomic status in connection with a subcontract.
(iv) In accordance with 13 CFR 121.411, 124.1015, 125.29, 126.900, and 127.700,
a contractor acting in good faith is not liable for misrepresentations made by its
subcontractors regarding the subcontractor's size or socioeconomic status.
(d) The Offeror's subcontracting plan shall include the following:
(1) Separate goals, expressed in terms of total dollars subcontracted, and as a percentage of
total planned subcontracting dollars, for the use of small business, veteran -owned small
business, service -disabled veteran -owned small business, HUBZone small business, small
disadvantaged business, and women -owned small business concerns as subcontractors. For
individual subcontracting plans, and if required by the Contracting Officer, goals shall also
be expressed in terms of percentage of total contract dollars, in addition to the goals
expressed as a percentage of total subcontract dollars. The Offeror shall include all
subcontracts that contribute to contract performance, and may include a proportionate share
of products and services that are normally allocated as indirect costs. In accordance with 43
U.S.C.1626:
(i) Subcontracts awarded to an ANC or Indian tribe shall be counted towards the
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subcontracting goals for small business and small disadvantaged business concerns,
regardless of the size or Small Business Administration certification status of the ANC or
Indian tribe; and
(ii) Where one or more subcontractors are in the subcontract tier between the
prime Contractor and the ANC or Indian tribe, the ANC or Indian tribe shall designate the
appropriate Contractor(s) to count the subcontract towards its small business and small
disadvantaged business subcontracting goals.
(A) In most cases, the appropriate Contractor is the Contractor that awarded the
subcontract to the ANC or Indian tribe.
(B) If the ANC or Indian tribe designates more than one Contractor to count the
subcontract toward its goals, the ANC or Indian tribe shall designate only a portion of the
total subcontract award to each Contractor. The sum of the amounts designated to various
Contractors cannot exceed the total value of the subcontract.
(C) The ANC or Indian tribe shall give a copy of the written designation to the
Contracting Officer, the prime Contractor, and the subcontractors in between the prime
Contractor and the ANC or Indian tribe within 30 days of the date of the subcontract award.
(D) If the Contracting Officer does not receive a copy of the ANC's or the
Indian tribe's written designation within 30 days of the subcontract award, the Contractor
that awarded the subcontract to the ANC or Indian tribe will be considered the designated
Contractor.
(2) A statement of—
(i) Total dollars planned to be subcontracted for an individual subcontracting plan;
or the Offeror's total projected sales, expressed in dollars, and the total value of
projected subcontracts, including all indirect costs except as described in paragraph (g) of
this clause, to support the sales for a commercial plan;
(ii) Total dollars planned to be subcontracted to small business concerns (including
ANC and Indian tribes);
(iii) Total dollars planned to be subcontracted to veteran -owned small business
concerns;
(iv) Total dollars planned to be subcontracted to service -disabled veteran -owned
small business;
(v) Total dollars planned to be subcontracted to HUBZone small business
concerns;
(vi) Total dollars planned to be subcontracted to small disadvantaged business
concerns (including ANCs and Indian tribes); and
(vii) Total dollars planned to be subcontracted to women -owned small business
concerns.
(3) A description of the principal types of supplies and services to be subcontracted, and an
identification of the types planned for subcontracting to-
(i) Small business concerns;
(ii) Veteran -owned small business concerns;
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(iii) Service -disabled veteran -owned small business concerns;
(iv) HUBZone small business concerns;
(v) Small disadvantaged business concerns; and
(vi) Women -owned small business concerns.
(4) A description of the method used to develop the subcontracting goals in paragraph (d)(1)
of this clause.
(5) A description of the method used to identify potential sources for solicitation
purposes (e.g., existing company source lists, SAM, veterans service organizations, the
National Minority Purchasing Council Vendor Information Service, the Research and
Information Division of the Minority Business Development Agency in the Department of
Commerce, or small, HUBZone, small disadvantaged, and women -owned small business
trade associations). A firm may rely on the information contained in SAM as an accurate
representation of a concern's size and ownership characteristics for the purposes of
maintaining a small, veteran -owned small, service -disabled veteran -owned small, HUBZone
small, small disadvantaged, and women -owned small business source list. Use of SAM as its
source list does not relieve a firm of its responsibilities (e.g., outreach, assistance, counseling,
or publicizing subcontracting opportunities) in this clause.
(6) A statement as to whether or not the Offeror included indirect costs in establishing
subcontracting goals, and a description of the method used to determine the proportionate
share of indirect costs to be incurred with—
(i) Small business concerns (including ANC and Indian tribes);
(ii) Veteran -owned small business concerns;
(iii) Service -disabled veteran -owned small business concerns;
(iv) HUBZone small business concerns;
(v) Small disadvantaged business concerns (including ANC and Indian tribes); and
(vi) Women -owned small business concerns.
(7) The name of the individual employed by the Offeror who will administer the
Offeror's subcontracting program, and a description of the duties of the individual.
(8) A description of the efforts the Offeror will make to assure that small business,
veteran -owned small business, service -disabled veteran -owned small business, HUBZone
small business, small disadvantaged business, and women -owned small business concerns
have an equitable opportunity to compete for subcontracts.
(9) Assurances that the Offeror will include the clause of this contract entitled
"Utilization of Small Business Concerns" in all subcontracts that offer further subcontracting
opportunities, and that the Offeror will require all subcontractors (except small business
concerns) that receive subcontracts in excess of the applicable threshold specified in
FAR 19.702(a) on the date of subcontract award, with further subcontracting possibilities to
adopt a subcontracting plan that complies with the requirements of this clause.
(10) Assurances that the Offeror will—
(i) Cooperate in any studies or surveys as may be required;
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(ii) Submit periodic reports so that the Government can determine the extent of
compliance by the Offeror with the subcontracting plan;
(iii) After November 30, 2017, include subcontracting data for each order when
reporting subcontracting achievements for indefinite -delivery, indefinite -quantity contracts
with individual subcontracting plans where the contract is intended for use by multiple
agencies;
(iv) Submit the Individual Subcontract Report (ISR) and/or the Summary
Subcontract Report (SSR), in accordance with paragraph (1) of this clause using the
Electronic Subcontracting Reporting System (eSRS) at httn://www.esrs.izov. The reports shall
provide information on subcontract awards to small business concerns (including ANCs and
Indian tribes that are not small businesses), veteran -owned small business concerns,
service -disabled veteran -owned small business concerns, HUBZone small business concerns,
small disadvantaged business concerns (including ANCs and Indian tribes that have not been
certified by the Small Business Administration as small disadvantaged businesses),
women -owned small business concerns, and for NASA only, Historically Black Colleges and
Universities and Minority Institutions. Reporting shall be in accordance with this clause, or
as provided in agency regulations;
(v) Ensure that its subcontractors with subcontracting plans agree to submit the
ISR and/or the SSR using eSRS;
(vi) Provide its prime contract number, its unique entity identifier, and the e-mail
address of the Offeror's official responsible for acknowledging receipt of or rejecting the
ISRs, to all first -tier subcontractors with subcontracting plans so they can enter this
information into the eSRS when submitting their ISRs; and
(vii) Require that each subcontractor with a subcontracting plan provide the prime
contract number, its own unique entity identifier, and the e-mail address of the
subcontractor's official responsible for acknowledging receipt of or rejecting the ISRs, to its
subcontractors with subcontracting plans.
(11) A description of the types of records that will be maintained concerning
procedures that have been adopted to comply with the requirements and goals in the plan,
including establishing source lists; and a description of the offeror's efforts to locate small
business, veteran -owned small business, service -disabled veteran -owned small business,
HUBZone small business, small disadvantaged business, and women -owned small business
concerns and award subcontracts to them. The records shall include at least the following (on
a plant -wide or company -wide basis, unless otherwise indicated):
(i) Source lists (e.g., SAM), guides, and other data that identify small business,
veteran -owned small business, service -disabled veteran -owned small business, HUBZone
small business, small disadvantaged business, and women -owned small business concerns.
(ii) Organizations contacted in an attempt to locate sources that are small business,
veteran- owned small business, service -disabled veteran -owned small business, HUBZone
small business, small disadvantaged business, or women -owned small business concerns.
(iii) Records on each subcontract solicitation resulting in an award of more than
the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract
award, indicating -
why not;
(A) Whether small business concerns were solicited and, if not, why not;
(B) Whether veteran -owned small business concerns were solicited and, if not,
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(C) Whether service -disabled veteran -owned small business concerns were
solicited and, if not, why not;
not;
why not;
(D) Whether HUBZone small business concerns were solicited and, if not, why
(E) Whether small disadvantaged business concerns were solicited and, if not,
(F) Whether women -owned small business concerns were solicited and, if not,
why not; and
(G) If applicable, the reason award was not made to a small business concern.
(iv) Records of any outreach efforts to contact -
(A) Trade associations;
(B) Business development organizations;
(C) Conferences and trade fairs to locate small, HUBZone small, small
disadvantaged, service -disabled veteran -owned, and women -owned small business sources;
and
(D) Veterans service organizations.
(v) Records of internal guidance and encouragement provided to buyers through -
(A) Workshops, seminars, training, etc.; and
(B) Monitoring performance to evaluate compliance with the program's
requirements.
(vi) On a contract -by -contract basis, records to support award data submitted by
the offeror to the Government, including the name, address, and business size of each
subcontractor. Contractors having commercial plans need not comply with this requirement.
(12) Assurances that the Offeror will make a good faith effort to acquire articles,
equipment, supplies, services, or materials, or obtain the performance of construction work
from the small business concerns that it used in preparing the bid or proposal, in the same or
greater scope, amount, and quality used in preparing and submitting the bid or proposal.
Responding to a request for a quote does not constitute use in preparing a bid or proposal.
The Offeror used a small business concern in preparing the bid or proposal if—
(i) The Offeror identifies the small business concern as a subcontractor in the bid
or proposal or associated small business subcontracting plan, to furnish certain supplies or
perform a portion of the subcontract; or
(ii) The Offeror used the small business concern's pricing or cost information or
technical expertise in preparing the bid or proposal, where there is written evidence of an
intent or understanding that the small business concern will be awarded a subcontract for the
related work if the Offeror is awarded the contract.
(13) Assurances that the Contractor will provide the Contracting Officer with a written
explanation if the Contractor fails to acquire articles, equipment, supplies, services or
materials or obtain the performance of construction work as described in (d)(12) of this
clause. This written explanation must be submitted to the Contracting Officer within 30 days
of contract completion.
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(14) Assurances that the Contractor will not prohibit a subcontractor from discussing
with the Contracting Officer any material matter pertaining to payment to or utilization of a
subcontractor.
(15) Assurances that the offeror will pay its small business subcontractors on time and
in accordance with the terms and conditions of the underlying subcontract, and notify the
contracting officer when the prime contractor makes either a reduced or an untimely payment
to a small business subcontractor (see 52.242-5).
(e) In order to effectively implement this plan to the extent consistent with efficient contract
performance, the Contractor shall perform the following functions:
(1) Assist small business, veteran -owned small business, service -disabled
veteran -owned small business, HUBZone small business, small disadvantaged business, and
women -owned small business concerns by arranging solicitations, time for the preparation of
bids, quantities, specifications, and delivery schedules so as to facilitate the participation by
such concerns. Where the Contractor's lists of potential small business, veteran -owned small
business, service -disabled veteran -owned small business, HUBZone small business, small
disadvantaged business, and women -owned small business subcontractors are excessively
long, reasonable effort shall be made to give all such small business concerns an opportunity
to compete over a period of time.
(2) Provide adequate and timely consideration of the potentialities of small business,
veteran -owned small business, service -disabled veteran -owned small business, HUBZone
small business, small disadvantaged business, and women -owned small business concerns in
all "make -or -buy" decisions.
(3) Counsel and discuss subcontracting opportunities with representatives of small
business, veteran -owned small business, service -disabled veteran -owned small business,
HUBZone small business, small disadvantaged business, and women -owned small business
firms.
(4) Confirm that a subcontractor representing itself as a HUBZone small business
concern is certified by SBA as a HUBZone small business concern by accessing SAM or by
accessing the Dynamic Small Business Search (DSBS) at htt_us://web.sba.aov/nro-net/search/
dsn dsbs.cfm..
(5) Provide notice to subcontractors concerning penalties and remedies for
misrepresentations of business status as small, veteran -owned small business, HUBZone
small, small disadvantaged, or women -owned small business for the purpose of obtaining a
subcontract that is to be included as part or all of a goal contained in the Contractor's
subcontracting plan.
(6) For all competitive subcontracts over the simplified acquisition threshold, as defined
in FAR 2.101 on the date of subcontract award, in which a small business concern received a
small business preference, upon determination of the successful subcontract offeror, prior to
award of the subcontract the Contractor must inform each unsuccessful small business
subcontract offeror in writing of the name and location of the apparent successful offeror and
if the successful subcontract offeror is a small business, veteran -owned small business,
service -disabled veteran -owned small business, HUBZone small business, small
disadvantaged business, or women -owned small business concern.
(7) Assign each subcontract the NAICS code and corresponding size standard that best
describes the principal purpose of the subcontract.
(f) A master subcontracting plan on a plant or division -wide basis that contains all the
elements required by paragraph (d) of this clause, except goals, may be incorporated by
reference as a part of the subcontracting plan required of the Offeror by this clause; provided -
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(1) The master subcontracting plan has been approved;
(2) The Offeror ensures that the master subcontracting plan is updated as necessary and
provides copies of the approved master subcontracting plan, including evidence of its
approval, to the Contracting Officer; and
(3) Goals and any deviations from the master subcontracting plan deemed necessary by
the Contracting Officer to satisfy the requirements of this contract are set forth in the
individual subcontracting plan.
(g) A commercial plan is the preferred type of subcontracting plan for contractors furnishing
commercial products and commercial services. The commercial plan shall relate to the
offeror's planned subcontracting generally, for both commercial and Government business,
rather than solely to the Government contract. Once the Contractor's commercial plan has
been approved, the Government will not require another subcontracting plan from the same
Contractor while the plan remains in effect, as long as the product or service being provided
by the Contractor continues to meet the definition of a commercial product or commercial
service. A Contractor with a commercial plan shall comply with the reporting requirements
stated in paragraph (d)(10) of this clause by submitting one SSR in eSRS for all contracts
covered by its commercial plan. A Contractor authorized to use a commercial subcontracting
plan shall include in its subcontracting goals and in its SSR all indirect costs, with the
exception of those such as the following: Employee salaries and benefits; payments for petty
cash; depreciation; interest; income taxes; property taxes; lease payments; bank fees; fines,
claims, and dues; original equipment manufacturer relationships during warranty periods
(negotiated up front with the product); utilities and other services purchased from a
municipality or an entity solely authorized by the municipality to provide those services in a
particular geographical region; and philanthropic contributions. This report shall be
acknowledged or rejected in eSRS by the Contracting Officer who approved the plan. This
report shall be submitted within 30 days after the end of the Government's fiscal year.
(h) Prior compliance of the offeror with other such subcontracting plans under previous
contracts will be considered by the Contracting Officer in determining the responsibility of
the offeror for award of the contract.
(i) A contract may have no more than one subcontracting plan. When a contract
modification exceeds the subcontracting plan threshold in FAR 19.702(a), or an option is
exercised, the goals of the existing subcontracting plan shall be amended to reflect any new
subcontracting opportunities. When the goals in a subcontracting plan are amended, these
goal changes do not apply retroactively.
0) Subcontracting plans are not required from subcontractors when the prime contract
contains the clause at FAR 52.212-5, Contract Terms and Conditions Required to Implement
Statutes or Executive Orders -Commercial Products and Commercial Services, or when the
subcontractor provides a commercial product or commercial service subject to the clause
at FAR 52.244-6, Subcontracts for Commercial Products and Commercial Services, under a
prime contract.
(k) The failure of the Contractor or subcontractor to comply in good faith with (1) the clause
of this contract entitled "Utilization Of Small Business Concerns;" or (2) an approved plan
required by this clause, shall be a material breach of the contract and may be considered in
any past performance evaluation of the Contractor.
(1) The Contractor shall submit ISRs and SSRs using the web -based eSRS
at httn://www.esrs.gov. Purchases from a corporation, company, or subdivision that is an
affiliate of the Contractor or subcontractor are not included in these reports. Subcontract
awards by affiliates shall be treated as subcontract awards by the Contractor. Subcontract
award data reported by the Contractor and subcontractors shall be limited to awards made to
their immediate next -tier subcontractors. Credit cannot be taken for awards made to lower
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tier subcontractors, unless the Contractor or subcontractor has been designated to receive a
small business or small disadvantaged business credit from an ANC or Indian tribe. Only
subcontracts involving performance in the United States or its outlying areas should be
included in these reports with the exception of subcontracts under a contract awarded by the
State Department or any other agency that has statutory or regulatory authority to require
subcontracting plans for subcontracts performed outside the United States and its outlying
areas.
(1) ISR. This report is not required for commercial plans. The report is required for
each contract containing an individual subcontracting plan.
(i) The report shall be submitted semi-annually during contract performance for
the periods ending March 31 and September 30. A report is also required for each contract
within 30 days of contract completion. Reports are due 30 days after the close of each
reporting period, unless otherwise directed by the Contracting Officer. Reports are required
when due, regardless of whether there has been any subcontracting activity since the
inception of the contract or the previous reporting period. When the Contracting Officer
rejects an ISR, the Contractor shall submit a corrected report within 30 days of receiving the
notice of ISR rejection.
(ii)
(A) When a subcontracting plan contains separate goals for the basic contract and each
option, as prescribed by FAR 19.704(c), the dollar goal inserted on this report shall be the
sum of the base period through the current option; for example, for a report submitted after
the second option is exercised, the dollar goal would be the sum of the goals for the basic
contract, the first option, and the second option.
(B) If a subcontracting plan has been added to the contract pursuant
to 19.702 a)(1)(iii) or 19.301-2(e), the Contractor's achievements must be reported in the ISR
on a cumulative basis from the date of incorporation of the subcontracting plan into the
contract.
(iii) When a subcontracting plan includes indirect costs in the goals, these costs
must be included in this report.
(iv) The authority to acknowledge receipt or reject the ISR resides —
(A) In the case of the prime Contractor, with the Contracting Officer; and
(B) In the case of a subcontract with a subcontracting plan, with the entity that
awarded the subcontract.
(2) SSR.
(i) Reports submitted under individual contract plans —
(A) This report encompasses all subcontracting under prime contracts and
subcontracts with an executive agency, regardless of the dollar value of the subcontracts.
This report also includes indirect costs on a prorated basis when the indirect costs are
excluded from the subcontracting goals.
(B) The report may be submitted on a corporate, company or subdivision
(e.g. plant or division operating as a separate profit center) basis, unless otherwise directed by
the agency.
(C) If the Contractor or a subcontractor is performing work for more than one
executive agency, a separate report shall be submitted to each executive agency covering
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only that agency's contracts, provided at least one of that agency's contracts is over the
applicable threshold specified in FAR 19.702(a), and the contract and contains a
subcontracting plan. For DoD, a consolidated report shall be submitted for all contracts
awarded by military departments/agencies and/or subcontracts awarded by DoD prime
contractors.
(D) The report shall be submitted annually by October 30 for the twelve month
period ending September 30. When a Contracting Officer rejects an SSR, the Contractor shall
submit a revised report within 30 days of receiving the notice of SSR rejection.
(E) Subcontract awards that are related to work for more than one executive
agency shall be appropriately allocated.
(F) The authority to acknowledge or reject SSRs in eSRS, including SSRs
submitted by subcontractors with subcontracting plans, resides with the Government agency
awarding the prime contracts unless stated otherwise in the contract.
(ii) Reports submitted under a commercial plan -
(A) The report shall include all subcontract awards under the commercial plan
in effect during the Government's fiscal year and all indirect costs.
(B) The report shall be submitted annually, within thirty days after the end of
the Government's fiscal year.
(C) If a Contractor has a commercial plan and is performing work for more
than one executive agency, the Contractor shall specify the percentage of dollars attributable
to each agency.
(D) The authority to acknowledge or reject SSRs for commercial plans resides
with the Contracting Officer who approved the commercial plan.
(End of clause)
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT
2022)
(a) Definitions. As used in this contract —
HUBZone small business concern means a small business concern that meets the
requirements described in 13 CFR 126.200, certified by the Small Business Administration
(SBA) and designated by SBA as a HUBZone small business concern in the Dynamic Small
Business Search (DSBS) and SAM.
"Service -disabled veteran -owned small business concern" —
(1) Means a small business concern —
(i) Not less than 51 percent of which is owned by one or more service -disabled
veterans or, in the case of any publicly owned business, not less than 51 percent
of the stock of which is owned by one or more service -disabled veterans; and
(ii) The management and daily business operations of which are controlled by
one or more service -disabled veterans or, in the case of a service -disabled
veteran with permanent and severe disability, the spouse or permanent caregiver
of such veteran.
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(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.10l(16).
Small business concern means a concern, including its affiliates, that is independently owned
and operated, not dominant in its field of operation and qualified as a small business under
the criteria and size standards in 13 CFR part 121, including the size standard that
corresponds to the NAICS code assigned to the contract or subcontract.
Small disadvantaged business concern, consistent with 13 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 at 13 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 CFR 124.104(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.
"Veteran -owned small business concern" means a small business concern —
(1) Not less than 51 percent of which is owned by one or more veterans (as defined at
38 U.S.C.101(2)) or, in the case of any publicly owned business, not less than 51
percent of the stock of which is owned by one or more veterans; and
(2) The management and daily business operations of which are controlled by one or
more veterans.
"Women -owned small business concern" means a small business concern —
(1) That is at least 51 percent owned by one or more women, or, in the case of any
publicly owned business, at least 51 percent of the stock of which is owned by one or
more women; and
(2) Whose management and daily business operations are controlled by one or more
women.
(b) It is the policy of the United States that small business concerns, veteran -owned small
business concerns, service -disabled veteran -owned small business concerns, HUBZone small
business concerns, small disadvantaged business concerns, and women -owned small business
concerns shall have the maximum practicable opportunity to participate in performing
contracts let by any Federal agency, including contracts and subcontracts for subsystems,
assemblies, components, and related services for major systems. It is further the policy of the
United States that its prime contractors establish procedures to ensure the timely payment of
amounts due pursuant to the terms of their subcontracts with small business concerns,
veteran -owned small business concerns, service -disabled veteran -owned small business
concerns, HUBZone small business concerns, small disadvantaged business concerns, and
women -owned small business concerns..
(c) (1) A joint venture qualifies as a small business concern if —
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(i) Each party to the joint venture qualifies as small under the size standard for the solicitation; or
(ii) The protege is small under the size standard for the solicitation in a joint
venture comprised of a mentor and prot6g6 with an approved mentor -protege
agreement under a SBA mentor-prot6g6 program.
(2) A joint venture qualifies as—
(i) A service -disabled veteran -owned small business concern if it complies with the
requirements in 13 CFR part 125; or
A HUBZone small business concern if it complies with the requirements in 13 CFR
126.616(a) through (c).
(d) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts
to the fullest extent consistent with efficient contract performance. The Contractor further
agrees to cooperate in any studies or surveys as may be conducted by the United States
Small Business Administration or the awarding agency of the United States as may be
necessary to determine the extent of the Contractor's compliance with this clause.
(e) (1) The Contractor may accept a subcontractor's written representations of its size and
socioeconomic status as a small business, small disadvantaged business, veteran -owned small
business, service -disabled veteran -owned small business, or a women -owned small business
if the subcontractor represents that the size and socioeconomic status representations with its
offer are current, accurate, and complete as of the date of the offer for the subcontract.
(2) The Contractor may accept a subcontractor's representations of its size and
socioeconomic status as a small business, small disadvantaged business, veteran -owned small
business, service -disabled veteran -owned small business, or a women -owned small business
in the System for Award Management (SAM) if—
(i) The subcontractor is registered in SAM; and
(ii) The subcontractor represents that the size and socioeconomic status representations
made in SAM are current, accurate and complete as of the date of the offer for the
subcontract.
(3) The Contractor may not require the use of SAM for the purposes of representing size or
socioeconomic status in connection with a subcontract.
(4) In accordance with 13 CFR 121.411, 124.1015, 125.29, 126.900, and 127.700, a
contractor acting in good faith is not liable for misrepresentations made by its subcontractors
regarding the subcontractor's size or socioeconomic status.
(5) The Contractor shall confirm that a subcontractor representing itself as a HUBZone small
business concern is certified by SBA as a HUBZone small business concern by accessing
SAM or by accessing DSBS at https://web.sba.gov/pro-net/search/dsp_dsbs.cfm. If the
subcontractor is a joint venture, the Contractor shall confirm that at least one party to the
joint venture is certified by SBA as a HUBZone small business concern. The Contractor may
confirm the representation by accessing SAM.
(End of clause)
52.219-3 NOTICE OF HUBZONE SET -ASIDE OR SOLE SOURCE
AWARD (OCT 2022)
(a) Definitions. HUBZone small business concern, as used in this clause, means a small business
concern, certified by the Small Business Administration (SBA), that appears on the List of Qualified
HUBZone Small Business Concerns maintained by the SBA (13 CFR 126.103).
(b) Applicability. This clause applies only to-
(1) Contracts that have been set aside or awarded on a sole -source basis to, HUBZone small
business concerns;
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(2) Part or parts of a multiple -award contract that have been set aside for HUBZone small
business concerns;
(3) Orders set aside for HUBZone small business concerns under multiple -award contracts as
described in 8.405-5 and 16.505(b)(2)(i)(F); and
(4) Orders issued directly to HUBZone small business concerns under multiple -award contracts
as described in 19.504(c)(1)(ii).
(c) General.
(1) Offers are solicited only from HUBZone small business concerns. Offers received from concerns
that are not HUBZone small business concerns will not be considered.
(2) Any award resulting from this solicitation will be made to a HUBZone small business
concern.
(d) Joint Venture. A joint venture may be considered a HUBZone concern if—
(1) At least one party to the joint venture is a HUBZone small business concern and complies with 13
CFR 126.616(c); and
(2) Each party to the joint venture qualifies as small under the size standard for the solicitation, or the
prot6g6 is small under the size standard for the solicitation in a joint venture comprised of a mentor and
prot6ge with an approved mentor-prot6ge agreement under the SBA mentor -protege program.
(e) A HUBZone joint venture agrees that, in the performance of the contract, at least 40 percent of the
aggregate work performed by the joint venture shall be completed by the HUBZone small business
parties to the joint venture. Work performed by the HUBZone small business party or parties to the
joint venture must be more than administrative functions.
(End of clause)
552.212-71 CONTRACT TERMS AND CONDITIONS APPLICABLE
TO GSA ACQUISITIONS OF COMMERCIAL PRODUCTS AND
COMMERCIAL SERVICES (JAN 2022)
(a) (a) The Contractor agrees to comply with any clause that is incorporated herein by reference to
implement agency policy applicable to acquisition of commercial products, including commercial
components, and commercial services. The clause in effect based on the applicable regulation cited on
the date the solicitation is issued applies unless otherwise stated herein. The GSAR clauses in paragraph
(b) of this section are incorporated by reference:
[The Contracting Officer should check the clauses that apply or delete the clauses that do not apply
from the list. The Contracting Officer may add the date of the clause if desired for clarity.]
(b) Clauses.
X i57 ?03-71 Restriction on Advertising
Varies by Category, Subcategory and SIN 552.211-73 Marking
N/A 552.215-70 Examination of Records by GSA
X 552.215-72 Price Adjustment —Failure to Provide Accurate Information
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Varies by Category, Subcategory and SIN 552.219-70 Allocation of
Orders —Partially Set -Aside Items
N/A 552.228-70 Workers' Compensation Laws
X 552.229-70 Federal, State, and Local Taxes
X 552.232-23 Assignment of Claims
N/A 552.232-71 Adjusting Payments
Varies by Category, Subcategory and SIN 552.232-72 Final Payment
N/A 552.232-73 Availability of Funds
N/A 552.232-78 Payment Information
Varies by Category, Subcategory and SIN 552.237-71 Qualifications of
Employees
N/A 552.242-70 Status Report of Orders and Shipments
N/A 552.246-76 Warranty of Pesticides
(End of Clause)
C-FSS-370 CONTRACTOR TASKS / SPECIAL REQUIREMENTS
(DEC 2022)
(a) Security clearances. The Contractor may be required to obtain/possess varying levels of security
clearances in the performance of orders issued under this contract. All costs associated with
obtaining/possessing such security clearances should be factored into the price offered under the
Multiple Award Schedule (MAS).
(b) Travel. The Contractor may be required to travel in performance of orders issued under this
contract. Allowable travel and per diem charges are governed by FAR part 31, and are reimbursable by
the ordering agency or can be priced as a fixed price item on orders placed under MAS. Travel in
performance of a task order will only be reimbursable to the extent authorized by the ordering agency.
The Industrial Funding Fee does not apply to travel and per diem charges.
(c) Certifications, licenses and accreditation. As a commercial practice, the Contractor may be
required to obtain/possess any variety of certifications, licenses, and accreditations for specific Federal
Supply Code (FSC)/Product Service Code (PSC) classifications offered. All costs associated with
obtaining/ possessing such certifications, licenses, and accreditations should be factored into the price
offered under MAS.
(d) Insurance. As a commercial practice, the Contractor may be required to obtain/possess insurance
coverage for specific FSC/PSC classifications offered. All costs associated with obtaining/possessing
such insurance should be factored into the price offered under MAS.
(e) Personnel. The Contractor may be required to provide key personnel, resumes or skill category
descriptions in the performance of orders issued under this contract. Ordering agencies may require
prior approval of additions or replacements to key personnel.
(f) Organizational conflicts of interest. Where there may be an organizational conflict of interest as
determined by the ordering agency, the Contractor's participation in such an order may be restricted in
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accordance with FAR part 9.5.
(g) Documentation/Standards. The Contractor may be requested to provide products or services in
accordance with rules, regulations, Office of Management and Budget orders, standards and
documentation as specified by the order.
(h) Data/Deliverable requirements. Any required data/deliverables at the order level will be specified
or negotiated by the ordering agency.
(i) Government furnished property. As specified by the order, the Government may provide property,
equipment, materials or resources as necessary.
0) Availability of funds. Many ordering agencies operating funds are appropriated for a specific fiscal
year. Funds may not be presently available for any orders placed under the contract or any option year.
The Government's obligation on orders placed under this contract is contingent upon the availability of
appropriated funds from which payment for ordering purposes can be made. No legal liability on the
part of the Government for any payment may arise until funds are available to the ordering Contracting
Officer.
(k) Overtime. For professional services, the labor rates in the Schedule should not vary by virtue of the
Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in
the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a
time and a half of the labor rate).
(End of clause)
I-FSS-40 CONTRACTOR TEAM ARRANGEMENTS (DEC 2022)
Contractors participating in contractor team arrangements must abide by all terms and conditions of their
respective contracts. This includes compliance with GSAR clause 52.238-80, Industrial Funding Fee and
Sales Reporting (i.e., each contractor participating in a contractor team arrangement must report sales and
remit the Industrial Funding Fee for all products and services provided under its individual contract).
(End of clause)
I-FSS-600 CONTRACT PRICE LISTS (DEC 2022)
(a) Electronic Contract Data.
(1) At the time of award, the Contractor will be provided instructions for submitting electronic
contract data in a prescribed format as required by GSAR clause 552.238-77, Submission and
Distribution of Authorized Federal Supply Schedule (FSS) Price Lists.
(2) The Contractor will have a choice to transmit its file submissions electronically through
Electronic Data Interchange (EDI) in accordance with the Federal Implementation Convention
(IC) or use the application made available at the time of award. The Contractor's electronic files
must be complete, correct, readable, virus free, and contain only those supplies and services,
prices, and terns and conditions that were accepted by the Government. They will be added to
GSA's electronic ordering system known as GSA Advantage!®, a menu driven database system
that provides online access to contract ordering information, terms and conditions, current
pricing, and the option to create an electronic order. The Contractor's electronic files must be
received no later than 30 days after award. Contractors should refer to the GSAR clause at
552.238-88, GSA Advantage!®, for further information.
(3) Further details on EDI, ICs, and GSA Advantage! ® can be found in GSAR clause
552.238-103, Electronic Commerce.
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(4) The Contractor is encouraged to place the GSA logo on their website for those supplies or
services covered by this contract. Contractors may link the GSA logo to their FSS price list. Only
GSA Schedule holders may use the GSA logo, which is at https://www.gsa.gov/logos. All
resultant "web price lists" shown on the Contractor's website must be in accordance with
paragraph (b)(3)(ii) of this clause and nothing other than what was accepted/awarded by the
Government may be included. If the Contractor elects to use contract identifiers on its website
(either logos or contact number) the website must clearly distinguish between those items
awarded on the contract and any other items offered by the Contractor on an open market basis.
(5) The Contractor is responsible for keeping all electronic catalogs data current, accurate, and
complete; e.g., prices, product deletions and replacements, etc.
(b) Federal Supply Schedule Price Lists.
(1) The Contractor must prepare and distribute an FSS price list as required by GSAR clause
552.238-77, Submission and Distribution of Authorized Federal Supply Schedule (FSS) Price
Lists.
(2) The Contractor must prepare an FSS price list by composing a price list in which only those
items, terms, and conditions accepted by the Government are included, and which contain only
net prices, based upon the commercial price list or commercial market prices less discounts
accepted by the Government. The cover page of the FSS price list must include the following
statement: "Prices Shown Herein are Net (discount deducted)".
(3) The cover page of the FSS price list must include the following information prepared in the
following format:
GENERAL SERVICES ADMINISTRATION
Federal Acquisition Service Authorized Federal Supply Schedule FSS Price List
Online access to contract ordering information, terms and conditions, pricing, and the option to
create an electronic delivery order are available through GSA Advantage%. The website for
GSA AdvantageW is: https://www.GSAAdvantage.gov.
Schedule title
FSC Group, Part, and Section or Standard Industrial Group (as applicable)
FSC Class(es)/Product Code(s) and/or Service Codes (as applicable).
Contract number
Contract period
Contractor's name, address, and phone number (include toll free WATS number and FAX
number, if applicable)
Contractor's internet address/website where Schedule information can be found (as
applicable)
Contract administration source (if different from preceding entry)
Business size
For more information on ordering go to the following website: https://www.gsa.gov/schedules.
CUSTOMER INFORMATION: The following information should be placed under this heading
in consecutively numbered paragraphs in the sequence set forth below. If this information is
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placed in another part of the FSS price list, a table of contents must be shown on the cover page
that refers to the exact location of the information.
la. Table of awarded special item number(s) with appropriate cross reference to item
descriptions and awarded price(s).
lb. Identification of the lowest priced model number and lowest unit price for that model for
each special item number awarded in the contract. This price is the Government price based on a
unit of one, exclusive of any quantity/dollar volume, prompt payment discounts, or any other
concession affecting price. Contracts that have unit prices based on the geographic location of
the customer, should show the range of the lowest price, and cite the areas to which the prices
apply.
lc. If the Contractor is proposing hourly rates, a description of all corresponding commercial job
titles, experience, functional responsibility, and education for those types of employees or
subcontractors who will perform services shall be provided. If hourly rates are not applicable,
the Contractor shall insert "Not applicable" for this item.
2. Maximum order.
3. Minimum order.
4. Geographic coverage (delivery area).
5. Point(s) of production (city, county, and State or foreign country).
6. Discount from list prices or statement of net price.
7. Quantity discounts.
8. Prompt payment terms. The Contractor must insert the following statement after identifying
the prompt payment terms: "Information for Ordering Offices: Prompt payment terms cannot be
negotiated out of the contractual agreement in exchange for other concessions."
9. Foreign items (list items by country of origin).
I Oa. Time of delivery. (Contractor insert number of days.)
1 Ob. Expedited Delivery. The Contractor must insert the sentence "Items available for expedited
delivery are noted in this price list." under this heading. The Contractor may use a symbol of its
choosing to highlight items in its FSS price list that have expedited delivery.
1 Oc. Overnight and 2-day delivery. The Contractor must indicate whether overnight and 2-day
delivery are available. Also, the Contractor must indicate that the ordering activity y contact
the Contractor for rates for overnight and 2-day delivery.
10d. Urgent Requirements. The Contractor must note in its FSS price list that ordering agencies
can request accelerated delivery for urgent requirements.
11. F.O.B. point(s).
12a. Ordering address(es).
12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3.
13. Payment address(es).
14. Warranty provision.
15. Export packing charges, if applicable.
16. Terms and conditions of rental, maintenance, and repair (if applicable).
17. Terms and conditions of installation (if applicable).
18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts
from list prices (if applicable).
18b. Terms and conditions for any other services (if applicable).
19. List of service and distribution points (if applicable).
20. List of participating dealers (if applicable).
21. Preventive maintenance (if applicable).
22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency,
and/or reduced pollutants).
22b. If applicable, indicate that Section 508 compliance information is available for the
information and communications technology (ICT) products and services offered and show
where full details can be found (e.g., Contractor's website or other location). ICT accessibility
standards can be found at httns://www.section508.izov/.
23. Unique Entity Identifier (UEI) number.
24. Notification regarding registration in the System for Award Management (SAM) database.
(4) Amendments to the FSS price lists must include on the cover page the same information as the
current FSS price list plus the title "Supplement No. (sequentially numbered)" and the effective
date(s) of such supplements.
(5) Accuracy of information and computation of prices is the responsibility of the Contractor.
(6) Inclusion of incorrect information in the FSS price list will cause the Contractor to
resubmit/correct the FSS price list, and may constitute sufficient cause for termination, pursuant to
GSA clause 552.212-4, Contract Terms and Conditions —Commercial Products and Commercial
Services, and application of any other remedies as provided by law —including monetary recovery.
(End of clause)
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I-FSS-639 CONTRACT SALES CRITERIA (DEC 2022)
(a) A contract will not be awarded unless anticipated sales are expected to exceed $25,000 within the
first 24 months following contract award and are expected to exceed $25,000 in sales each 12-month
period thereafter.
(b) The Government may cancel the contract in accordance with GSAR clause 552.238-79,
Cancellation, unless reported sales are at the levels specified in paragraph (a) of this clause.
(End of clause)
I-FSS-644 PRODUCTS OFFERED AND SOLD BY VENDORS
OTHER THAN THE MANUFACTURER (DEC 2022)
(a) Applicability. This clause applies to offerings and sales of products made by Contractors other than
the manufacturer of such products. This clause applies specifically to, but is not limited to, Contractors
who are resellers and distributors. This clause does not apply to Contractors who are also the
manufacturer of the product(s) being offered and sold under this contract.
(b) Terms of Offering and Sales. Contractors shall not offer or sell products under this contract for which
they do not have authorization, as applicable, and they lack an uninterrupted source of supply
sufficient to satisfy the Government's requirements.
(1) Manufacturer Authorization Program
(1) For products that manufacturers manage through any "authorized supplier",
"controlled distribution", or other similar program, the Contractor shall be included in
such a program to sell products to the Government. The Government will rely on
information provided by the manufacturer to identify such authority, to the extent
provided by the manufacturer.
(ii) If the Contractor is not included in any authorization program, then sales of
those products under this contract are not permitted.
(iii) For products that manufacturers do not manage through any authorization
program, the Contractor need only provide the uninterrupted source of supply as
required by paragraph (b)(2) of this clause.
(2) Uninterrupted Source of Supply. The Contractor shall provide evidence of, and shall
maintain, an uninterrupted source of supply sufficient to satisfy the Government's
requirements for all products on its contract.
(3) Manufacturer Prohibitions. The Contractor shall not offer or sell any product under
this contract that the manufacturer of the product has prohibited the Contractor from selling.
(c) Discrepancies. In the event that the Government becomes aware of any discrepancy regarding a
Contractor's authorization program status, uninterrupted source of supply, or manufacturer
prohibition, the Contracting Officer will give written notice of such discrepancy to the Contractor. The
Contractor shall have 30 days to respond to the discrepancy. Failure to respond to or resolve (as
applicable) a notice of discrepancy may result in cancellation of this contract, in whole or in part, in
accordance with GSAR clause 552.238-79, Cancellation.
(End of clause)
I-FSS-973 PAYMENTS BY NON-FEDERAL ORDERING
ACTIVITIES (DEC 2022)
If eligible non-federal ordering activities are subject to a State prompt payment law, the terms and conditions
of the applicable State law apply to the orders placed under this contract by such activities. If eligible
non-federal ordering activities are not subject to a State prompt payment law, the terms and conditions of the
Federal Prompt Payment Act as reflected in GSAR clause 552.212-4, Contract Terms and
Conditions —Commercial Products and Commercial Services, apply to such activities in the same manner as
to Federal ordering activities.
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G-FSS-900-C CONTACT FOR CONTRACT ADMINISTRATION
(DEC 2022)
Offerors should complete paragraphs (a) and (b) of this clause if providing both domestic and overseas
delivery. Complete paragraph (a) of this clause if providing domestic delivery only. Complete paragraph (b)
of this clause if providing overseas delivery only.
The Contractor shall designate a person to serve as the contract administrator for the contract both
domestically and overseas. The contract administrator is responsible for overall compliance with
contract terms and conditions. The contract administrator is also the responsible official for issues
concerning GSAR clause 552.238-80, Industrial Funding Fee and Sales Reporting, including reviews of
Contractor records. The Contractor's designation of representatives to handle certain functions under
this contract does not relieve the contract administrator of responsibility for contract compliance. Any
changes to the designated individual must be provided to the Contracting Officer in writing, with the
proposed effective date of the change.
(a) Domestic.
NAME
TITLE
ADDRESS
ZIP CODE
TELEPHONE NO. O FAX NO.
E-MAIL ADDRESS
(b) Overseas. Overseas contact points are mandatory for local assistance with the resolution of any
delivery, performance, or quality complaint from ordering agencies. (Also, see the requirement in
GSAR clause 552.238-97, Parts and Service) At a minimum, a contact point must be furnished for each
area in which deliveries are contemplated, e.g., Europe, South America, Far East, etc.
NAME
TITLE _
ADDRESS
ZIP CODE
TELEPHONE NO. O FAX NO.
E-MAIL ADDRESS
(End of provision)
I-FSS-106 GUARANTEED MINIMUM (DEC 2022)
(a) The guaranteed minimum that the Government agrees to order during the period of this contract is
$2,500. If the Contractor receives total orders for less than $2,500 during the term of the contract, the
Government will pay the difference between the amount ordered and $2,500.
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(b) Payment of any amount due under this clause shall be contingent upon the Contractor's timely
submission of reportable sales and fees and receipt of the close-out sales report pursuant to GSAR
clause 552.238-80, Industrial Funding Fee and Sales Reporting.
(c) The guaranteed minimum applies only if the contract expires or contract cancellation is initiated by
the Government. The guaranteed minimum does not apply if the contract is terminated for cause or if
the contract is canceled at the request of the Contractor.
52.232-40 PROVIDING ACCELERATED PAYMENTS TO
SMALL BUSINESS SUBCONTRACTORS (MAR 2023)
(a)
(1) In accordance with 31 U.S.C. 3903 and 10 U.S.C. 3801, within 15 days after receipt
of
accelerated payments from the Government, the Contractor shall make
accelerated payments to its small business subcontractors under this contract, to
the maximum extent practicable and prior to when such payment is otherwise
required under the applicable contract or subcontract, after receipt of a proper
invoice and all other required documentation from the small business
subcontractor.
(2) The Contractor agrees to make such payments to its small business subcontractors
without any
further consideration from or fees charged to the subcontractor.
(b) The acceleration of payments under this clause does not provide any new rights under
the
Prompt Payment Act.
(c) Include the substance of this clause, including this paragraph (c), in all subcontracts
with small
business concerns, including subcontracts with small business concerns for the
acquisition of
commercial products or commercial services.
(End of clause)
52.222-19 CHILD LABOR -COOPERATION WITH
AUTHORITIES AND REMEDIES (DEC 2022)
(a) Applicability. This clause does not apply to the extent that the Contractor is supplying end products
mined, produced, or manufactured in-
(1) Israel, and the anticipated value of the acquisition is $50,000 or more;
(2) Mexico, and the anticipated value of the acquisition is $92,319 or more; or
(3) Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland,
Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova,
Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak
Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or the United Kingdom and
the anticipated value of the acquisition is $183,000 or more.
(b) Cooperation with Authorities. To enforce the laws prohibiting the manufacture or importation of
products mined, produced, or manufactured by forced or indentured child labor, authorized officials
may need to conduct investigations to determine whether forced or indentured child labor was used to
mine, produce, or manufacture any product furnished under this contract. If the solicitation includes the
provision 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products, or
the equivalent at 52.212-3(i), the Contractor agrees to cooperate fully with authorized officials of the
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contracting agency, the Department of the Treasury, or the Department of Justice by providing
reasonable access to records, documents, persons, or premises upon reasonable request by the
authorized officials.
(c) Violations. The Government may impose remedies set forth in paragraph (d) for the following
violations:
(1) The Contractor has submitted a false certification regarding knowledge of the use of forced or
indentured child labor for listed end products.
(2) The Contractor has failed to cooperate, if required, in accordance with paragraph (b) of this
clause, with an investigation of the use of forced or indentured child labor by an Inspector
General, Attorney General, or the Secretary of the Treasury.
(3) The Contractor uses forced or indentured child labor in its mining, production, or
manufacturing processes.
(4) The Contractor has furnished under the contract end products or components that have been
mined, produced, or manufactured wholly or in part by forced or indentured child labor. (The
Government will not pursue remedies at paragraph (d)(2) or paragraph (d)(3) of this clause unless
sufficient evidence indicates that the Contractor knew of the violation.)
(d) Remedies.
(1) The Contracting Officer may terminate the contract.
(2) The suspending official may suspend the Contractor in accordance with procedures in FAR
subpart 9.4.
(3) The debarring official may debar the Contractor for a period not to exceed 3 years in
accordance with the procedures in FAR subpart 9.4.
End of clause
52.219-28 POST -AWARD SMALL BUSINESS PROGRAM
REPRESENTATION (MAR 2023)
(a) Definitions. As used in this clause -
Long -term contract means a contract of more than five years in duration, including options. However,
the term does not include contracts that exceed five years in duration because the period of performance
has been extended for a cumulative period not to exceed six months under the clause at 52.217-81
Option to Extend Services, or other appropriate authority.
Small business concern-
(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in
its field of operation, and qualified as a small business under the criteria in 13 CFR nart 121 and the
size standard in paragraph (d) of this clause.
(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly
controls or has the power to control the others, or a third party or parties control or have the power to
control the others. In determining whether affiliation exists, consideration is given to all appropriate
factors including common ownership, common management, and contractual relationships. SBA
determines affiliation based on the factors set forth at 13 CFR 121.103.
(b) If the Contractor represented that it was any of the small business concerns identified
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(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status
according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence
of any of the following:
(1) Within 30 days after execution of a novation agreement or within 30 days after modification
of the contract to include this clause, if the novation agreement was executed prior to inclusion of
this clause in the contract.
(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days
after modification of the contract to include this clause, if the merger or acquisition occurred prior
to inclusion of this clause in the contract.
(3) For long-term contracts-
(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and
(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any
option thereafter.
(c) If the Contractor represented that it was any of the small business concerns identified
in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and
socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this
clause, when the Contracting Officer explicitly requires it for an order issued under a multiple -award
contract.
(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the
time of this rerepresentation that corresponds to the North American Industry Classification System
(NAICS) code(s) assigned to this contract. The small business size standard corresponding to this
NAICS code(s) can be found at httns://www.sba.eov/document/sunnort--table-size-standards.
(e) The small business size standard for a Contractor providing an end item that it does not
manufacture, process, or produce itself, for a contract other than a construction or service contract, is
500 employees, or 150 employees for information technology value-added resellers under NAICS code
541519, if the acquisition—
(1) Was set aside for small business and has a value above the simplified acquisition threshold;
(2) Used the HUBZone price evaluation preference regardless of dollar value, unless the
Contractor waived the price evaluation preference; or
(3) Was an 8(a), HUBZone, service -disabled veteran -owned, economically disadvantaged
women -owned, or women -owned small business set -aside or sole -source award regardless of dollar
value.
(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s)
required by paragraph (b) and (c) of this clause by validating or updating all its representations in the
Representations and Certifications section of the System for Award Management (SAM) and its other
data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor
shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this
clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated
or updated, and provide the date of the validation or update.
(g) If the Contractor represented that it was other than a small business concern prior to award of this
contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of
this clause
(h) If the Contractor does not have representations and certifications in SAM, or does not have a
representation in SAM for the NAICS code applicable to this contract, the Contractor is required to
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complete the following rerepresentation and submit it to the contracting office, along with the contract
number and the date on which the rerepresentation was completed:
(1) The Contractor represents that it # is, # is not a small business concern under NAICS Code
assigned to contract number
(2) [Complete only if the Contractor represented itself as a small business concern in paragraph
(h)(1) of this clause.] The Contractor represents that it # is, # is not, a small disadvantaged
business concern as defined in 13 CFR 124.1002.
(3) [Complete only if the Contractor represented itself as a small business concern in paragraph
(h)(1) of this clause.] The Contractor represents that it # is, # is not a women -owned small
business concern.
(4) Women -owned small business (WOSB) joint venture eligible under the WOSB Program. The
Contractor represents that it # is, # is not a joint venture that complies with the requirements of 13
CFR 127.506(a) through (c). [ The Contractor shall enter the name and unique entity identifier of
each party to the joint venture: — .]
(5) Economically disadvantaged women -owned small business (EDWOSB) joint venture. The
Contractor represents that it # is, # is not a joint venture that complies with the requirements of 13
CFR 127.506(a) through (cc,). [ The Contractor shall enter the name and unique entity identifier of
each party to the joint venture: — .]
(6) [Complete only if the Contractor represented itself as a small business concern in paragraph
(h)(1) of this clause.] The Contractor represents that it # is, # is not a veteran -owned small
business concern.
(7) [Complete only if the Contractor represented itself as a veteran -owned small business concern
in paragraph (h)(6) of this clause.] The Contractor represents that it # is, # is not a
service -disabled veteran -owned small business concern.
(8) [ Complete only if the Contractor represented itself as a small business concern in paragraph
(h)(1) of this clause. ] The Contractor represents that—
(i) It # is, # is not a HUBZone small business concern listed, on the date of this
representation, on the List of Qualified HUBZone Small Business Concerns maintained by the
Small Business Administration, and no material changes in ownership and control, principal
office, or HUBZone employee percentage have occurred since it was certified in accordance with
13 CFR part 126; and
(ii) It # is, # is not a HUBZone joint venture that complies with the requirements of 13 CFR
part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each
HUBZone small business concern participating in the HUBZone joint venture. [The Contractor
shall enter the names of each of the HUBZone small business concerns participating in the
HUBZone joint venture: .] Each HUBZone small business concern participating in the
HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.
[Contractor to sign and date and insert authorized signer's name and title.]
End of clause
52.225-5 TRADE AGREEMENTS (DEC 2022)
(a) Definitions. As used in this clause -
"Caribbean Basin country end product"—
(1) Means an article that -
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(i) (A) Is wholly the growth, product, or manufacture of a Caribbean Basin country;
or
(B) In the case of an article that consists in whole or in part of materials
from another country, has been substantially transformed in a Caribbean
Basin country into a new and different article of commerce with a name,
character, or use distinct from that of the article or articles from which it
was transformed; and
(ii) Is not excluded from duty-free treatment for Caribbean countries under 19
U.S.C.2703 (b).
(A) For this reason, the following articles are not Caribbean Basin
country end products:
(1) Tuna prepared or preserved in any manner in airtight
containers;
(2) Petroleum, or any product derived from petroleum;
(3) Watches and watch parts (including cases, bracelets, and
straps) of whatever type including, but not limited to,
mechanical, quartz digital, or quartz analog, if such watches or
watch parts contain any material that is the product of any
country to which the Harmonized Tariff Schedule of the United
States (HTSUS) column2 rates of duty apply (i.e., Afghanistan,
Cuba, Laos, North Korea, and Vietnam); and
(4) Certain of the following: textiles and apparel articles;
footwear, handbags, luggage, flat goods, work gloves, and
leather wearing apparel; or handloomed, handmade, and
folklore articles;
(B) Access to the HTSUS to determine duty-free status of articles of these
types is available at https://usitc.gov/tata/hts/index.htm. In particular, see
the following:
(1) General Note3(c), Products Eligible for Special Tariff
treatment.
(2) General Note17, Products of Countries Designated as
Beneficiary Countries under the United States -Caribbean Basin
Trade Partnership Act of 2000.
(3) Section XXII, Chapter 98, Subchapter II, Articles Exported
and Returned, Advanced or Improved Abroad, U.S. Note7(b).
(4) Section XXII, Chapter 98, Subchapter XX, Goods Eligible
for Special Tariff Benefits under the United States -Caribbean
Basin Trade Partnership Act; and
(2) Refers to a product offered for purchase under a supply contract, but for purposes of
calculating the value of the acquisition, includes services (except transportation services)
incidental to the article, provided that the value of those incidental services does not exceed
that of the article itself.
"Designated country" means any of the following countries:
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(1) A World Trade Organization Government Procurement Agreement (WTO
GPA) country (Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada,
Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany,
Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea
(Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova,
Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania,
Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan
(known in the World Trade Organization as "the Separate Customs Territory of
Taiwan, Penghu, Kinmen and Matsu (Chinese Taipei)"), Ukraine, or United
Kingdom);
(2) A Free Trade Agreement (FTA) country (Australia, Bahrain, Chile, Colombia,
Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Korea
(Republic of), Mexico, Morocco, Nicaragua, Oman, Panama, Peru, or Singapore);
(3) A least developed country (Afghanistan, Angola, Bangladesh, Benin, Bhutan,
Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros,
Democratic Republic of Congo,
Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau,
Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Mali, Mauritania,
Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal,
Sierra Leone, Solomon Islands, Somalia, South Sudan, Tanzania, Timor-Leste,
Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or
(4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, Barbados,
Belize, Bonaire, British Virgin Islands, Curacao, Dominica, Grenada, Guyana,
Haiti, Jamaica, Montserrat, Saba, St. Kitts and Nevis, St. Lucia, St. Vincent and the
Grenadines, Sint Eustatius, Sint Maarten, or Trinidad and Tobago).
"Designated country end product" means a WTO GPA country end product, an FTA country end
product, a least developed country end product, or a Caribbean Basin country end product.
"End product" means those articles, materials, and supplies to be acquired under the contract for
public use.
"Free Trade Agreement country end product" means an article that -
Is wholly the growth, product, or manufacture of a Free Trade Agreement (FTA)
country; or
(2) In the case of an article that consists in whole or in part of materials from
another country, has been substantially transformed in an FTA country into a new
and different article of commerce with a name, character, or use distinct from that
of the article or articles from which it was transformed. The term refers to a product
offered for purchase under a supply contract, but for purposes of calculating the
value of the end product includes services (except transportation services)
incidental to the article, provided that the value of those incidental services does not
exceed that of the article itself.
"Least developed country end product" means an article that-
(1) Is wholly the growth, product, or manufacture of a least developed country; or
(2) In the case of an article that consists in whole or in part of materials from
another country, has been substantially transformed in a least developed country
into a new and different article of commerce with a name, character, or use distinct
from that of the article or articles from which it was transformed. The tern refers to
a product offered for purchase under a supply contract, but for purposes of
calculating the value of the end product, includes services (except transportation
services) incidental to the article, provided that the value of those incidental
services does not exceed that of the article itself.
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"United States" means the 50 States, the District of Columbia, and outlying areas.
"U.S.-made end product" means an article that is mined, produced, or manufactured in the United
States or that is substantially transformed in the United States into a new and different article of
commerce with a name, character, or use distinct from that of the article or articles from which it
was transformed.
"WTO GPA country end product" means an article that-
(1) Is wholly the growth, product, or manufacture of a WTO GPA country; or
(2) In the case of an article that consists in whole or in part of materials from
another country, has been substantially transformed in a WTO GPA country into a
new and different article of commerce with a name, character, or use distinct from
that of the article or articles from which it was transformed. The term refers to a
product offered for purchase under a supply contract, but for purposes of
calculating the value of the end product includes services, (except transportation
services) incidental to the article, provided that the value of those incidental
services does not exceed that of the article itself.
(b) Delivery of end products. The Contracting Officer has determined that the WTO GPA and FTAs
apply to this acquisition. Unless otherwise specified, these trade agreements apply to all items in the
Schedule. The Contractor shall deliver under this contract only U.S.-made or designated country end
products except to the extent that, in its offer, it specified delivery of other end products in the provision
entitled "Trade Agreements Certificate."
End of clause
552.212-4 CONTRACT TERMS AND CONDITIONS —
COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES
(DEC 2022) (DEVIATION — FEB 2007) (FAR DEVIATION - JAN
2023)
(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to
the requirements of this contract. The Government reserves the right to inspect or test any supplies or
services that have been tendered for acceptance. The Government may require repair or replacement of
nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If
repair/replacement or reperformance will not correct the defects or is not possible, the Government may
seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies
or services. The Government must exercise its post -acceptance rights —
(1) Within a reasonable time after the defect was discovered or should have been discovered; and
(2) Before any substantial change occurs in the condition of the item, unless the change is due to
the defect in the item.
(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result
of performance of this contract to a bank, trust company, or other financing institution, including any
Federal lending agency in accordance with the Assignment of Claims Act t31 U.S.C. 3727). However,
when a third party makes payment (e.g., use of the credit card), the Contractor may not assign its rights
to receive payment under this contract.
(c) Changes. Changes in the terms and conditions of this contract may be made only by written
agreement of the parties.
(d) Disputes. This contract is subject to 41 U.S.C. chanter 71, Contract Disputes. Failure of the parties
to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action
arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause
at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference.
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The Contractor shall proceed diligently with performance of this contract, pending final resolution of
any dispute arising under the contract.
(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.
(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an
occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as,
acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity,
fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of
common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is
reasonably possible after the commencement of any excusable delay, setting forth the full particulars in
connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly
give written notice to the Contracting Officer of the cessation of such occurrence.
(g) Invoice.
(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if
authorized) to the address designated in the contract to receive invoices. An invoice must
include —
(i) Name and address of the Contractor;
(ii) Invoice date and number;
(iii) Contract number, line item number and, if applicable, the order number;
(iv) Description, quantity, unit of measure, unit price and extended price of the items
delivered;
(v) Shipping number and date of shipment, including the bill of lading number and weight
of shipment if shipped on an Government bill of lading;
(vi) Terms of any discount for prompt payment offered;
(vii) Name and address of official to whom payment is to be sent;
(viii) Name, title, and phone number of person to notify in event of defective invoice; and
(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the
invoice only if required elsewhere in this contract.
(x) Electronic funds transfer (EFT) banking information.
(A) The Contractor shall include EFT banking information on the invoice only if
required elsewhere in this contract.
(B) If EFT banking information is not required to be on the invoice, in order for
the invoice to be a proper invoice, the Contractor shall have submitted correct
EFT banking information in accordance with the applicable solicitation provision,
contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer — System
for Award Management, or 52.232-34, Payment by Electronic Funds
Transfer —Other Than System for Award Management), or applicable agency
procedures.
(C) EFT banking information is not required if the Government waived the
requirement to pay by EFT.
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(2) The due date for making invoice payments by the designated payment office is the later of the
following two events:
(i) The 1 Oth day after the designated billing office receives a proper invoice from the
Contractor. If the designated billing office fails to annotate the invoice with the date of
receipt at the time of receipt, the invoice payment due date shall be the 1 Oth day after the
date of the Contractor's invoice; provided the Contractor submitted a proper invoice and
no disagreement exists over quantity, quality, or Contractor compliance with contract
requirements.
(ii) The 1 Oth day after Government acceptance of supplies delivered or
services -performed by the Contractor.
(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and
agents against liability, including costs, for actual or alleged direct or contributory infringement of, or
inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the
performance of this contract, provided the Contractor is reasonably notified of such claims and
proceedings.
(i) Payment.
(1) Items accepted. Payment shall be made for items accepted by the Government that have been
delivered to the delivery destinations set forth in this contract.
(2) Prompt payment. The Government will make payment in accordance with the Prompt
Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.
(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b)
for the appropriate EFT clause.
(4) Discount. In connection with any discount offered for early payment, time shall be computed
from the date of the invoice. For the purpose of computing the discount earned, payment shall be
considered to have been made on the date which appears on the payment check or the specified
payment date if an electronic funds transfer payment is made.
(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice
payment or that the Government has otherwise overpaid on a contract financing or invoice
payment, the Contractor shall —
(i) Remit the overpayment amount to the payment office cited in the contract along with a
description of the overpayment including the —
(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous
payment, liquidation errors, date(s) of overpayment);
(B) Affected contract number and delivery order number, if applicable;
(C) Affected line item or subline item, if applicable; and
(D) Contractor point of contact.
(ii) Provide a copy of the remittance and supporting documentation to the Contracting
Officer.
(6) Interest.
(i) All amounts that become payable by the Contractor to the Government under this
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contract shall bear simple interest from the date due until paid unless paid within 30 days
of becoming due. The interest rate shall be the interest rate established by the Secretary of
the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which
the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate
applicable for each six-month period as fixed by the Secretary until the amount is paid.
(ii) The Government may issue a demand for payment to the Contractor upon finding a
debt is due under the contract.
(iii) Final decisions. The Contracting Officer will issue a final decision as required by
33.211 if —
(A) The Contracting Officer and the Contractor are unable to reach agreement on
the existence or amount of a debt within 30 days;
(B) The Contractor fails to liquidate a debt previously demanded by the
Contracting Officer within the timeline specified in the demand for payment
unless the amounts were not repaid because the Contractor has requested an
installment payment agreement; or
(C) The Contractor requests a deferment of collection on a debt previously
demanded by the Contracting Officer (see 32.607-2).
(iv) If a demand for payment was previously issued for the debt, the demand for payment
included in the final decision shall identify the same due date as the original demand for
payment.
(v) Amounts shall be due at the earliest of the following dates:
(A) The date fixed under this contract.
(B) The date of the first written demand for payment, including any demand for
payment resulting from a default termination.
(vi) The interest charge shall be computed for the actual number of calendar days
involved beginning on the due date and ending on —
(A) The date on which the designated office receives payment from the
Contractor;
(B) The date of issuance of an Government check to the Contractor from which an
amount otherwise payable has been withheld as a credit against the contract debt;
or
(C) The date on which an amount withheld and applied to the contract debt would
otherwise have become payable to the Contractor.
(vii) The interest charge made under this clause may be reduced under the procedures
prescribed in FAR 32.608-2 in effect on the date of this contract.
0) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the
supplies provided under this contract shall remain with the Contractor until, and shall pass to the
Government upon:
(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or
(2) Delivery of the supplies to the Government at the destination specified in the contract, if
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transportation is f.o.b. destination.
(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.
(1) Termination for the Government's convenience. The Government reserves the right to terminate this
contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor
shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and
subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a
percentage of the contract price reflecting the percentage of the work performed prior to the notice of
termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the
Government using its standard record keeping system, have resulted from the termination. The
Contractor shall not be required to comply with the cost accounting standards or contract cost principles
for this purpose. This paragraph does not give the Government any right to audit the Contractor's
records. The Contractor shall not be paid for any work performed or costs incurred which reasonably
could have been avoided.
(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause
in the event of any default by the Contractor, or if the Contractor fails to comply with any contract
terms and conditions, or fails to provide the Government, upon request, with adequate assurances of
future performance. In the event of termination for cause, the Government shall not be liable to the
Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the
Government for any and all rights and remedies provided by law. If it is determined that the
Government improperly terminated this contract for default, such termination shall be deemed a
termination for convenience.
(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall
pass to the Government upon acceptance, regardless of when or where the Government takes physical
possession.
(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable
and fit for use for the particular purpose described in this contract.
(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not
be liable to the Government for consequential damages resulting from any defect or deficiencies in
accepted items.
(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws,
executive orders, rules and regulations applicable to its performance under this contract.
(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31
U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal
contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chanter 37, Contract Work Hours
and Safety Standards; 41 U.S.C. chanter 87, Kickbacks; 41 U.S.C. 4712 and "10 U.S.C. 4701" relating
to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chanter 21 relating to
procurement integrity.
(s) Order ofprecedence. Any inconsistencies in this solicitation or contract shall be resolved by giving
precedence in the following order:
(1) The schedule of supplies/services.
(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws
Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier
Agreements — Unenforceable Clauses paragraphs of this clause.
(3) The clause at 52.212-5.
(4) Addenda to this solicitation or contract, including any commercial supplier agreements as
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amended by the Commercial Supplier Agreements — Unenforceable Clauses provision.
(5) Solicitation provisions if this is a solicitation.
(6) Other paragraphs of this clause.
(7) The Standard Form 1449.
(8) Other documents, exhibits, and attachments.
(9) The specification.
(t) [Reserved]
(u) Unauthorized Obligations.
(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under
this contract is subject to any commercial supplier agreement (as defined in 502.101) that
includes any language, provision, or clause requiring the Government to pay any future fees,
penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages,
costs, fees, or any other loss or liability that would create an Anti -Deficiency Act violation (31
U.S.C. 1341), the following shall govern:
(i) Any such language, provision, or clause is unenforceable against the Government.
(ii) Neither the Government nor any Government authorized end user shall be deemed to
have agreed to such clause by virtue of it appearing in the commercial supplier
agreement. If the commercial supplier agreement is invoked through an "I agree" click
box or other comparable mechanism (e.g., "click -wrap" or "browse -wrap" agreements),
execution does not bind the Government or any Government authorized end user to such
clause.
(iii) Any such language, provision, or clause is deemed to be stricken from the
commercial supplier agreement.
(2) Paragraph (u)(1) of this clause does not apply to indemnification or any other payment by the
Government that is expressly authorized by statute and specifically authorized under applicable
agency regulations and procedures.
(v) Incorporation by reference. The Contractor's representations and certifications, including those
completed electronically via the System for Award Management (SAM), are incorporated by reference
into the contract.
(w) Commercial supplier agreements — unenforceable clauses. When any supply or service acquired
under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following
language shall be deemed incorporated into the commercial supplier agreement. As used herein, "this
agreement" means the commercial supplier agreement:
(1) Notwithstanding any other provision of this agreement, when the end user is an agency or
instrumentality of the Government, the following shall apply:
(i) Applicability. This agreement is a part of a contract between the commercial supplier
and the Government for the acquisition of the supply or service that necessitates a license
(including all contracts, task orders, and delivery orders under FAR Part 12).
(ii) End user. This agreement shall bind the Government as end user but shall not operate
to bind an Government employee or person acting on behalf of the Government in his or
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her personal capacity.
(iii) Law and disputes. This agreement is governed by Federal law.
(A) Any language purporting to subject the U.S. Government to the laws of a U.S.
state, U.S. territory, district, or municipality, or a foreign nation, except where
Federal law expressly provides for the application of such laws, is hereby deleted.
(B) Any language requiring dispute resolution in a specific forum or venue that is
different from that prescribed by applicable Federal law is hereby deleted.
(C) Any language prescribing a different time period for bringing an action than
that prescribed by applicable Federal law in relation to a dispute is hereby deleted.
(iv) Continued performance. The supplier or licensor shall not unilaterally revoke,
terminate or suspend any rights granted to the Government except as allowed by this
contract. If the supplier or licensor believes the Government to be in breach of the
agreement, it shall pursue its rights under the Contract Disputes Act or other applicable
Federal statute while continuing performance as set forth in subparagraph (d) (Disputes).
(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising
under or relating to this agreement, a binding arbitration shall not be used unless
specifically authorized by agency guidance, and equitable or injunctive relief, including
the award of attorney fees, costs or interest, may be awarded against the U.S. Government
only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to
Justice Act).
(vi) Updating terms.
(A) After award, the contractor may unilaterally revise commercial supplier
agreement terms if they are not material. A material change is defined as:
(1) Terms that change the Government's rights or obligations;
(2) Terms that increase Government prices;
(3) Terms that decrease overall level of service; or
(4) Terms that limit any other Government right addressed elsewhere in this
contract.
(B) For revisions that will materially change the terms of the contract, the revised
commercial supplier agreement must be incorporated into the contract using a
bilateral modification.
(C) Any agreement terms or conditions unilaterally revised subsequent to award
that are inconsistent with any material term or provision of this contract shall not
be enforceable against the Government, and the Government shall not be deemed
to have consented to them.
(vii) No automatic renewals. If any license or service tied to periodic payment is provided
under this agreement (e.g., annual software maintenance or annual lease term), such
license or service shall not renew automatically upon expiration of its current term
without prior express consent by an authorized Government representative.
(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or
licensor to defend or indemnify the end user is hereby amended to provide that the U.S.
Department of Justice has the sole right to represent the United States in any such action,
in accordance with 28 U.S.C. 516.
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(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor
to audit the end user's compliance with this agreement is hereby amended as follows:
(A) Discrepancies found in an audit may result in a charge by the commercial
supplier or licensor to the Government. Any resulting invoice must comply with
the proper invoicing requirements specified in the underlying Government
contract or order.
(B) This charge, if disputed by the Government, will be resolved in accordance
with subparagraph (d) (Disputes); no payment obligation shall arise on the part of
the Government until the conclusion of the dispute process.
(C) Any audit requested by the contractor will be performed at the contractor's
expense, without reimbursement by the Government.
(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or
licensor seeks to pass along to the Government as end user will be governed by the terms
of the underlying contract or order and, in any event, must be submitted to the
Contracting Officer for a determination of applicability prior to invoicing unless
specifically agreed to otherwise in the Government contract.
(xi) Non -assignment. This agreement may not be assigned, nor may any rights or
obligations thereunder be delegated, without the Government's prior approval, except as
expressly permitted under subparagraph (b) of this clause.
(xii) Confidential information. If this agreement includes a confidentiality clause, such
clause is hereby amended to state that neither the agreement nor the contract price list, as
applicable, shall be deemed "confidential information." Issues regarding release of "unit
pricing" will be resolved consistent with the Freedom of Information Act.
Notwithstanding anything in this agreement to the contrary, the Government may retain
any confidential information as required by law, regulation or its internal document
retention procedures for legal, regulatory or compliance purposes; provided, however,
that all such retained confidential information will continue to be subject to the
confidentiality obligations of this agreement.
(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the
preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail
to the extent of such inconsistency.
Note: Regulation 552.212-4
This clause applies to fixed price orders.
552.212-4 CONTRACT TERMS AND CONDITIONS -
COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES
(DEC 2022) (FAR DEVIATION - JAN 2023) (ALTERNATE I - NOV
2021) (DEVIATION - FEB 2007)
(a) Inspection/Acceptance.
(1) The Government has the right to inspect and test all materials furnished and services
performed under this contract, to the extent practicable at all places and times, including the
period of performance, and in any event before acceptance. The Government may also inspect the
plant or plants of the Contractor or any subcontractor engaged in contract performance. The
Government will perform inspections and tests in a manner that will not unduly delay the work.
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(2) If the Government performs inspection or tests on the premises of the Contractor or a
subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all
reasonable facilities and assistance for the safe and convenient performance of these duties.
(3) Unless otherwise specified in the contract, the Government will accept or reject services and
materials at the place of delivery as promptly as practicable after delivery, and they will be
presumed accepted 60 days after the date of delivery, unless accepted earlier.
(4) At any time during contract performance, but not later than 6 months (or such other time as
may be specified in the contract) after acceptance of the services or materials last delivered under
this contract, the Government may require the Contractor to replace or correct services or
materials that at time of delivery failed to meet contract requirements. Except as otherwise
specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be
determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the
replacement or correction shall be reduced to exclude that portion of the rate attributable to profit.
Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10
percent. The Contractor shall not tender for acceptance materials and services required to be
replaced or corrected without disclosing the former requirement for replacement or correction,
and, when required, shall disclose the corrective action taken. [Insert portion of labor rate
attributable to profit.]
(5) (i) If the Contractor fails to proceed with reasonable promptness to perform required
replacement or correction, and if the replacement or correction can be performed within
the ceiling price (or the ceiling price as increased by the Government), the Government
may —
(A) By contract or otherwise, perform the replacement or correction, charge to the
Contractor any increased cost, or deduct such increased cost from any amounts
paid or due under this contract; or
(B) Terminate this contract for cause.
(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall
be a dispute under the Disputes clause of the contract.
(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the
Contractor to remedy by correction or replacement, without cost to the Government, any failure
by the Contractor to comply with the requirements of this contract, if the failure is due to —
(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's
managerial personnel; or
(ii) The conduct of one or more of the Contractor's employees selected or retained by the
Contractor after any of the Contractor's managerial personnel has reasonable grounds to
believe that the employee is habitually careless or unqualified.
(7) This clause applies in the same manner and to the same extent to corrected or replacement
materials or services as to materials and services originally delivered under this contract.
(8) The Contractor has no obligation or liability under this contract to correct or replace materials
and services that at time of delivery do not meet contract requirements, except as provided in this
clause or as may be otherwise specified in the contract.
(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace
Government -furnished property shall be governed by the clause pertaining to Government
property.
(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result
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of performance of this contract to a bank, trust company, or other financing institution, including any
Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However,
when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the
Contractor may not assign its rights to receive payment under this contract.
(c) Changes. Changes in the terms and conditions of this contract may be made only by written
agreement of the parties.
(d) Disputes. This contract is subject to 41 U.S.C. chanter 71, Contract Disputes. Failure of the parties
to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action
arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause
at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference.
The Contractor shall proceed diligently with performance of this contract, pending final resolution of
any dispute arising under the contract.
(e) Definitions.
(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this
clause —
(i) Direct materials means those materials that enter directly into the end product, or that
are used or consumed directly in connection with the furnishing of the end product or
service.
(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that
meets the labor category qualifications of a labor category specified in the contract that
are —
(A) Performed by the contractor;
(B) Performed by the subcontractors; or
(C) Transferred between divisions, subsidiaries, or affiliates of the contractor
under a common control.
(iii) Materials means
(A) Direct materials, including supplies transferred between divisions,
subsidiaries, or affiliates of the contractor under a common control;
(B) Subcontracts for supplies and incidental services for which there is not a labor
category specified in the contract;
(C) Other direct costs (e.g., incidental services for which there is not a labor
category specified in the contract, travel, computer usage charges, etc.);
(D) The following subcontracts for services which are specifically excluded from
the hourly rate: Each order must list separately subcontracts for services excluded
from the FSS Hourly Rates; and
(E) Indirect costs specifically provided for in this clause.
(iv) Subcontract means any contract, as defined in FAR suboart 2.1, entered into with a
subcontractor to furnish supplies or services for performance of the prime contract or a
subcontract including transfers between divisions, subsidiaries, or affiliates of a
contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes
and modifications to purchase orders.
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(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an
occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as,
acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity,
fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of
common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is
reasonably possible after the commencement of any excusable delay, setting forth the full particulars in
connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly
give written notice to the Contracting Officer of the cessation of such occurrence.
(g) Invoice.
(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if
authorized) to the address designated in the contract to receive invoices. An invoice must
include—
(i) Name and address of the Contractor;
(ii) Invoice date and number;
(iii) Contract number, line item number and, if applicable, the order number;
(iv) Description, quantity, unit of measure, unit price and extended price of the items
delivered;
(v) Shipping number and date of shipment, including the bill of lading number and weight
of shipment if shipped on Government bill of lading;
(vi) Terms of any discount for prompt payment offered;
(vii) Name and address of official to whom payment is to be sent;
(viii) Name, title, and phone number of person to notify in event of defective invoice; and
(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the
invoice only if required elsewhere in this contract.
(x) Electronic funds transfer (EFT) banking information.
(A) The Contractor shall include EFT banking information on the invoice only if
required elsewhere in this contract.
(B) If EFT banking information is not required to be on the invoice, in order for
the invoice to be a proper invoice, the Contractor shall have submitted correct
EFT banking information in accordance with the applicable solicitation provision,
contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer —System
for Award Management, or 52.232-34, Payment by Electronic Funds
Transfer —Other Than System for Award Management), or applicable agency
procedures.
(C) EFT banking information is not required if the Government waived the
requirement to pay by EFT.
(2) The due date for making invoice payments by the designated payment office is the later of the
following two events:
(i) The 1 Oth day after the designated billing office receives a proper invoice from the
Contractor. If the designated billing office fails to annotate the invoice with the date of
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receipt at the time of receipt, the invoice payment due date shall be the 10th day after the
date of the Contractor's invoice; provided the Contractor submitted a proper invoice and
no disagreement exists over quantity, quality, or Contractor compliance with contract
requirements.
(ii) The 10th day after Government acceptance of supplies delivered or services
performed by the Contractor.
(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and
agents against liability, including costs, for actual or alleged direct or contributory infringement of, or
inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the
performance of this contract, provided the Contractor is reasonably notified of such claims and
proceedings.
(i) Payments.
(1) Work performed. The Government will pay the Contractor as follows upon the submission of
commercial invoices approved by the Contracting Officer:
(i) Hourly rate.
(A) The amounts shall be computed by multiplying the appropriate hourly rates
prescribed in the contract by the number of direct labor hours performed.
Fractional parts of an hour shall be payable on a prorated basis.
(B) The rates shall be paid for all labor performed on the contract that meets the
labor qualifications specified in the contract. Labor hours incurred to perform
tasks for which labor qualifications were specified in the contract will not be paid
to the extent the work is performed by individuals that do not meet the
qualifications specified in the contract, unless specifically authorized by the
Contracting Officer.
(C) Invoices may be submitted once each month (or at more frequent intervals, if
approved by the Contracting Officer) to the Contracting Officer or the authorized
representative.
(D) When requested by the Contracting Officer or the authorized representative,
the Contractor shall substantiate invoices (including any subcontractor hours
reimbursed at the hourly rate in the schedule) by evidence of actual payment,
individual daily job timecards, records that verify the employees meet the
qualifications for the labor categories specified in the contract, or other
substantiation specified in the contract.
(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule
shall not be varied by virtue of the Contractor having performed work on an
overtime basis.
(1) If no overtime rates are provided in the Schedule and the Contracting
Officer approves overtime work in advance, overtime rates shall be
negotiated.
(2) Failure to agree upon these overtime rates shall be treated as a dispute
under the Disputes clause of this contract.
(3) If the Schedule provides rates for overtime, the premium portion of those
rates will be reimbursable only to the extent the overtime is approved by the
Contracting Officer.
(ii) Materials.
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(A) If the Contractor furnishes materials that meet the definition of a commercial
product at FAR 2.101, the price to be paid for such materials shall not exceed the
Contractor's established catalog or market price, adjusted to reflect the —
(1) Quantities being acquired; and
(2) Any modifications necessary because of contract requirements.
(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the
Government will reimburse the Contractor the actual cost of materials (less any
rebates, refunds, or discounts received by the contractor that are identifiable to the
contract) provided the Contractor —
(1) Has made payments for materials in accordance with the terms and
conditions of the agreement or invoice; or
(2) Makes these payments within 30 days of the submission of the
Contractor's payment request to the Government and such payment is in
accordance with the terms and conditions of the agreement or invoice.
(C) To the extent able, the Contractor shall —
(1) Obtain materials at the most advantageous prices available with due
regard to securing prompt delivery of satisfactory materials; and
(2) Give credit to the Government for cash and trade discounts, rebates,
scrap, commissions, and other amounts that are identifiable to the contract.
(D) Other Costs. Unless listed below, other direct and indirect costs will not be
reimbursed.
(1) Other Direct Costs. The Government will reimburse the Contractor on the
basis of actual cost for the following, provided such costs comply with the
requirements in paragraph (i)(1)(ii)(13) of this clause: Each order must list
separately the elements of other direct costs for that order.
(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The
Government will reimburse the Contractor for indirect costs on a pro-rata
basis over the period of contract performance at the following fixed price:
Each order must list separately the fixed amount for the indirect costs
and payment schedule; if no indirect costs are approved, insert "None."
(2) Total cost. It is estimated that the total cost to the Government for the performance of this
contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to
use its best efforts to perform the work specified in the Schedule and all obligations under this
contract within such ceiling price. If at any time the Contractor has reason to believe that the
hourly rate payments and material costs that will accrue in performing this contract in the next
succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85
percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer
giving a revised estimate of the total price to the Government for performing this contract with
supporting reasons and documentation. If at any time during the performance of this contract, the
Contractor has reason to believe that the total price to the Government for performing this
contract will be substantially greater or less than the then stated ceiling price, the Contractor shall
so notify the Contracting Officer, giving a revised estimate of the total price for performing this
contract, with supporting reasons and documentation. If at any time during performance of this
contract, the Government has reason to believe that the work to be required in performing this
contract will be substantially greater or less than the stated ceiling price, the Contracting Officer
will so advise the Contractor, giving the then revised estimate of the total amount of effort to be
required under the contract.
(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in
excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue
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performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until
the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased
and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance
under this contract. When and to the extent that the ceiling price set forth in the Schedule has
been increased, any hours expended and material costs incurred by the Contractor in excess of the
ceiling price before the increase shall be allowable to the same extent as if the hours expended
and material costs had been incurred after the increase in the ceiling price.
(4) Access to records. At any time before final payment under this contract, the Contracting
Officer (or authorized representative) will have access to the following (access shall be limited to
the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):
(i) Records that verify that the employees whose time has been included in any invoice
meet the qualifications for the labor categories specified in the contract;
(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in
the schedule), when timecards are required as substantiation for payment —
(A) The original timecards (paper -based or electronic);
(B) The Contractor's timekeeping procedures;
(C) Contractor records that show the distribution of labor between jobs or
contracts; and
(D) Employees whose time has been included in any invoice for the purpose of
verifying that these employees have worked the hours shown on the invoices.
(iii) For material and subcontract costs that are reimbursed on the basis of actual cost —
(A) Any invoices or subcontract agreements substantiating material costs; and
(B) Any documents supporting payment of those invoices.
(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction
to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to
have been properly payable and shall also be subject to reduction for overpayments or to increase
for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless
the parties agree otherwise. The Government within 30 days will pay any such increases, unless
the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor
becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on
an invoice payment, the Contractor shall —
(i) Remit the overpayment amount to the payment office cited in the contract along with a
description of the overpayment including the —
(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous
payment, liquidation errors, date(s) of overpayment);
(B) Affected contract number and delivery order number, if applicable;
(C) Affected line item or subline item, if applicable; and
(D) Contractor point of contact.
(ii) Provide a copy of the remittance and supporting documentation to the Contracting
Officer.
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(6) (i) All amounts that become payable by the Contractor to the Government under this
contract shall bear simple interest from the date due until paid unless paid within 30 days
of becoming due. The interest rate shall be the interest rate established by the Secretary of
the Treasury, as provided in 41 U.S.C. 7109. which is applicable to the period in which
the amount becomes due, and then at the rate applicable for each six month period as
established by the Secretary until the amount is paid.
(ii) The Government may issue a demand for payment to the Contractor upon finding a
debt is due under the contract.
(iii) Final Decisions. The Contracting Officer will issue a final decision as required by
33.211 if —
(A) The Contracting Officer and the Contractor are unable to reach agreement on
the existence or amount of a debt in a timely manner;
(B) The Contractor fails to liquidate a debt previously demanded by the
Contracting Officer within the timeline specified in the demand for payment
unless the amounts were not repaid because the Contractor has requested an
installment payment agreement; or
(C) The Contractor requests a deferment of collection on a debt previously
demanded by the Contracting Officer (see FAR 32.607-2).
(iv) If a demand for payment was previously issued for the debt, the demand for payment
included in the final decision shall identify the same due date as the original demand for
payment.
(v) Amounts shall be due at the earliest of the following dates:
(A) The date fixed under this contract.
(B) The date of the first written demand for payment, including any demand for
payment resulting from a default termination.
(vi) The interest charge shall be computed for the actual number of calendar days
involved beginning on the due date and ending on —
(A) The date on which the designated office receives payment from the
Contractor;
(B) The date of issuance of a Government check to the Contractor from which an
amount otherwise payable has been withheld as a credit against the contract debt;
or
(C) The date on which an amount withheld and applied to the contract debt would
otherwise have become payable to the Contractor.
(vii) The interest charge made under this clause may be reduced under the procedures
prescribed in FAR 32.608-2 in effect on the date of this contract.
(viii) Upon receipt and approval of the invoice designated by the Contractor as the
"completion invoice" and supporting documentation, and upon compliance by the
Contractor with all terms of this contract, any outstanding balances will be paid within 30
days unless the parties agree otherwise. The completion invoice, and supporting
documentation, shall be submitted by the Contractor as promptly as practicable following
completion of the work under this contract, but in no event later than 1 year (or such
longer period as the Contracting Officer may approve in writing) from the date of
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completion.
(7) Release of claims. The Contractor, and each assignee under an assignment entered into under
this contract and in effect at the time of final payment under this contract, shall execute and
deliver, at the time of and as a condition precedent to final payment under this contract, a release
discharging the Government, its officers, agents, and employees of and from all liabilities,
obligations, and claims arising out of or under this contract, subject only to the following
exceptions.
(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not
susceptible to exact statement by the Contractor.
(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the
Contractor to third parties arising out of performing this contract, that are not known to
the Contractor on the date of the execution of the release, and of which the Contractor
gives notice in writing to the Contracting Officer not more than 6 years after the date of
the release or the date of any notice to the Contractor that the Government is prepared to
make final payment, whichever is earlier.
(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason
of its indemnification of the Government against patent liability), including reasonable
incidental expenses, incurred by the Contractor under the terms of this contract relating to
patents.
(8) Prompt payment. The Government will make payment in accordance with the Prompt
Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.
(9) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b)
for the appropriate EFT clause.
(10) Discount. In connection with any discount offered for early payment, time shall be computed
from the date of the invoice. For the purpose of computing the discount earned, payment shall be
considered to have been made on the date that appears on the payment check or the specified
payment date if an electronic funds transfer payment is made.
0) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the
supplies provided under this contract shall remain with the Contractor until, and shall pass to the
Government upon:
(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or
(2) Delivery of the supplies to the Government at the destination specified in the contract, if
transportation is f.o.b. destination.
(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.
(1) Termination for the Government's convenience. The Government reserves the right to terminate this
contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor
shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and
subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an
amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the
number of direct labor hours expended before the effective date of termination by the hourly rate(s) in
the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the
Contractor can demonstrate to the satisfaction of the Government using its standard record keeping
system that have resulted from the termination. The Contractor shall not be required to comply with the
cost accounting standards or contract cost principles for this purpose. This paragraph does not give the
Government any right to audit the Contractor's records. The Contractor shall not be paid for any work
performed or costs incurred that reasonably could have been avoided.
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(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause
in the event of any default by the Contractor, or if the Contractor fails to comply with any contract
terms and conditions, or fails to provide the Government, upon request, with adequate assurances of
future performance. In the event of termination for cause, the Government shall not be liable to the
Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the
Government for any and all rights and remedies provided by law. If it is determined that the
Government improperly terminated this contract for default, such termination shall be deemed a
termination for convenience.
(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall
pass to the Government upon acceptance, regardless of when or where the Government takes physical
possession.
(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable
and fit for use for the particular purpose described in this contract.
(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not
be liable to the Government for consequential damages resulting from any defect or deficiencies in
accepted items.
(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws,
executive orders, rules and regulations applicable to its performance under this contract.
(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31
U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal
contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chanter 37, Contract Work Hours
and Safety Standards; 41 U.S.C. chanter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to
whistleblower protections; 49 U.S.C. 40118. Fly American; and 41 U.S.C. chanter 21 relating to
procurement integrity.
(s) Order ofprecedence. Any inconsistencies in this solicitation or contract shall be resolved by giving
precedence in the following order:
(1) The schedule of supplies/services.
(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws
Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier
Agreements - Unenforceable Clauses paragraphs of this clause.
(3) The clause at 52.212-5.
(4) Addenda to this solicitation or contract, including any commercial supplier agreements as
amended by the Commercial Supplier Agreements - Unenforceable Clauses provision.
(5) Solicitation provisions if this is a solicitation.
(6) Other paragraphs of this clause.
(7) The Standard Form 1449.
(8) Other documents, exhibits, and attachments.
(9) The specification.
(t) [Reserved].
(u) Unauthorized Obligations.
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(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under
this contract is subject to any commercial supplier agreement (as defined in 502.101) that
includes any language, provision, or clause requiring the Government to pay any future fees,
penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages,
costs, fees, or any other loss or liability that would create an Anti -Deficiency Act violation (31
U.S.C. 1341), the following shall govern:
(i) Any such language, provision, or clause is unenforceable against the Government.
(ii) Neither the Government nor any Government authorized end user shall be deemed to
have agreed to such clause by virtue of it appearing in the commercial supplier
agreement. If the commercial supplier agreement is invoked through an "I agree" click
box or other comparable mechanism (e.g., "click -wrap" or "browse -wrap" agreements),
execution does not bind the Government or any Government authorized end user to such
clause.
(iii) Any such language, provision, or clause is deemed to be stricken from the
commercial supplier agreement.
(2) Paragraph (u)(1) of this clause does not apply to indemnification or any other payment by the
Government that is expressly authorized by statute and specifically authorized under applicable
agency regulations and procedures.
(v) Incorporation by reference. The Contractor's representations and certifications, including those
completed electronically via the System for Award Management (SAM), are incorporated by reference
into the contract.
(w) Commercial supplier agreements —unenforceable clauses. When any supply or service acquired
under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following
language shall be deemed incorporated into the commercial supplier agreement. As used herein, "this
agreement" means the commercial supplier agreement:
(1) Notwithstanding any other provision of this agreement, when the end user is an agency or
instrumentality of the U.S. Government, the following shall apply:
(i) Applicability. This agreement is a part of a contract between the commercial supplier
and the U.S. Government for the acquisition of the supply or service that necessitates a
license or other similar legal instrument (including all contracts, task orders, and delivery
orders under FAR Part 12).
(ii) End user. This agreement shall bind the Government as end user but shall not operate
to bind an Government employee or person acting on behalf of the Government in his or
her personal capacity.
(iii) Law and disputes. This agreement is governed by Federal law.
(A) Any language purporting to subject the U.S. Government to the laws of a U.S.
state, U.S. territory, district, or municipality, or a foreign nation, except where
Federal law expressly provides for the application of such laws, is hereby deleted.
(B) Any language requiring dispute resolution in a specific forum or venue that is
different from that prescribed by applicable Federal law is hereby deleted.
(C) Any language prescribing a different time period for bringing an action than
that prescribed by applicable Federal law in relation to a dispute is hereby deleted.
(iv) Continued performance. The supplier or licensor shall not unilaterally revoke,
terminate or suspend any rights granted to the Government except as allowed by this
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contract. If the supplier or licensor believes the Government to be in breach of the
agreement, it shall pursue its rights under the Contract Disputes Act or other applicable
Federal statute while continuing performance as set forth in subparagraph (d) (Disputes).
(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising
under or relating to this agreement, a binding arbitration shall not be used unless
specifically authorized by agency guidance, and equitable or injunctive relief, including
the award of attorney fees, costs or interest, may be awarded against the Government only
when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice
Act).
(vi) Updating terms.
(A) After award, the contractor may unilaterally revise commercial supplier
agreement terms if they are not material. A material change is defined as:
(1) Terms that change Government rights or obligations;
(2) Terms that increase Government prices;
(3) Terms that decrease overall level of service; or
(4) Terms that limit any other Government right addressed elsewhere in this
contract.
(B) For revisions that will materially change the terms of the contract, the revised
commercial supplier agreement must be incorporated into the contract using a
bilateral modification.
(C) Any agreement terms or conditions unilaterally revised subsequent to award
that are inconsistent with any material term or provision of this contract shall not
be enforceable against the Government, and the Government shall not be deemed
to have consented to them.
(vii) No automatic renewals. If any license or service tied to periodic payment is provided
under this agreement (e.g., annual software maintenance or annual lease term), such
license or service shall not renew automatically upon expiration of its current term
without prior express consent by an authorized Government representative.
(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or
licensor to defend or indemnify the end user is hereby amended to provide that the U.S.
Department of Justice has the sole right to represent the United States in any such action,
in accordance with 28 U.S.C. 516.
(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor
to audit the end user's compliance with this agreement is hereby amended as follows:
(A) Discrepancies found in an audit may result in a charge by the commercial
supplier or licensor to the Government. Any resulting invoice must comply with
the proper invoicing requirements specified in the underlying Government
contract or order.
(B) This charge, if disputed by the Government, will be resolved in accordance
with subparagraph (d) (Disputes); no payment obligation shall arise on the part of
the Government until the conclusion of the dispute process.
(C) Any audit requested by the contractor will be performed at the contractor's
expense, without reimbursement by the Government.
(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or
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licensor seeks to pass along to the Government as end user will be governed by the terms
of the underlying Government contract or order and, in any event, must be submitted to
the Contracting Officer for a determination of applicability prior to invoicing unless
specifically agreed to otherwise in the Government contract.
(xi) Non -assignment. This agreement may not be assigned, nor may any rights or
obligations thereunder be delegated, without the Government's prior approval, except as
expressly permitted under subparagraph (b) of this clause.
(xii) Confidential information. If this agreement includes a confidentiality clause, such
clause is hereby amended to state that neither the agreement nor the contract price list, as
applicable, shall be deemed "confidential information." Issues regarding release of "unit
pricing" will be resolved consistent with the Freedom of Information Act.
Notwithstanding anything in this agreement to the contrary, the Government may retain
any confidential information as required by law, regulation or its internal document
retention procedures for legal, regulatory or compliance purposes; provided, however,
that all such retained confidential information will continue to be subject to the
confidentiality obligations of this agreement.
(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the
preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail
to the extent of such inconsistency.
Note: Regulation 552.212-4
This clause applies to Time -and -Materials or Labor Hour orders.
52.204-27 PROHIBTION ON A BYTEDANCE COVERED APPLICATION (JUN
2023)
(a) Definitions. As used in this clause —
Covered application means the social networking service TikTok or any successor
application or
service developed or provided by ByteDance Limited or an entity owned by ByteDance
Limited.
Information technology, as defined in 40 U.S.C. 11101(6)—
(1) Means any equipment or interconnected system or subsystem of equipment,
used in the
automatic acquisition, storage, analysis, evaluation, manipulation, management,
movement, control, display, switching, interchange, transmission, or reception of
data or information by the executive agency, if the equipment is used by the
executive agency directly or is used by a contractor under a contract with the
executive agency that requires the use—
(i) Of that equipment; or
(ii) Of that equipment to a significant extent in the performance of a
service or the furnishing of a product;
(2) Includes computers, ancillary equipment (including imaging peripherals,
input, output, and
storage devices necessary for security and surveillance), peripheral equipment
designed to be
controlled by the central processing unit of a computer, software, firmware and
similar procedures, services (including support services), and related resources;
but
(3) Does not include any equipment acquired by a Federal contractor incidental to
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a Federal
contract.
(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023
(Pub. L.
117-328), the No TikTok on Government Devices Act, and its implementing guidance
under Office of
Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, "No
TikTok on
Government Devices" Implementation Guidance, collectively prohibit the presence or use
of a
covered application on executive agency information technology, including certain
equipment used
by Federal contractors. The Contractor is prohibited from having or using a covered
application on
any information technology owned or managed by the Government, or on any
information
technology used or provided by the Contractor under this contract, including equipment
provided by
the Contractor's employees; however, this prohibition does not apply if the Contracting
Officer
provides written notification to the Contractor that an exception has been granted in
accordance
with OMB Memorandum M-23-13.
(c) Subcontracts. The Contractor shall insert the substance of this clause, including this
paragraph
(c), in all subcontracts, including subcontracts for the acquisition of commercial products
or
commercial services.
(End of clause)
552.219-74 SECTION 8(a) DIRECT AWARD (SEP 1999)
(a) This contract is issued as a direct award between the contracting activity and the
8(a)Contractor pursuant to the Memorandum of Understanding between the Small
Business Administration (SBA) and the General Services Administration. SBA retains
the responsibility for 8(a)certifications, 8(a)eligibility determinations, and related issues,
and will provide counseling and assistance to the 8(a)contractor under the 8(a)program.
The cognizant SBA district office is:
[Complete at time of award]
(b) The contracting activity is responsible for administering the contract and taking any
action on behalf of the Government under the terms and conditions of the contract.
However, the contracting activity shall give advance notice to SBA before it issues a final
notice terminating performance, either in whole or in part, under the contract. The
contracting activity shall also coordinate with SBA prior to processing any advance
payments or novation agreements. The contracting activity may assign contract
administration functions to a contract administration office.
(c) The Contractor agrees:
(1)To notify the Contracting Officer, simultaneous with its notification to SBA
(as required by SBA's 8(a)regulations), when the owner or owners upon whom
8(a)eligibility is based plan to relinquish ownership or control of the concern.
Consistent with 15 U.S.C. 637(a)(21), transfer of ownership or control shall result
in termination of the contract for convenience, unless SBA waives the
requirement for termination prior to the actual relinquishing of ownership and
control.
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(2)To the requirements of 52.219-14, Limitations on Subcontracting.
(End of clause)
52.219-18 NOTIFICATION OF COMPETITION LIMITED TO
ELIGIBLE 8(a) PARTICIPANTS (OCT 2022) (DEVIATION)
(a) Offers are solicited only from—
(1) Small business concerns expressly certified by the Small Business Administration
(SBA) for
participation in SBA's 8(a) program and which meet the following criteria at the
time of submission of offer—
(i) The Offeror is in conformance with the 8(a) support limitation set
forth in its approved business
plan; and
(ii)The Offeror is in conformance with the Business Activity Targets set
forth in its approved
business plan or any remedial action directed by SBA;
(2) A joint venture, in which at least one of the 8(a) program participants that is a
party to the joint venture complies with the criteria set forth in paragraph (a)(1) of
this clause, that complies with 13 CFR 124.513(c); or
(3) A joint venture—
(i) That is comprised of a mentor and an 8(a) protege with an approved
mentor -protege agreement under the 8(a) program;
(ii) In which at least one of the 8(a) program participants that is a party to
the joint venture complies with the criteria set forth in paragraph (a)(1) of
this clause; and
(iii) That complies with 13 CFR 124.513(c).
(b) By submission of its offer, the Offeror represents that it meets the applicable criteria
set forth in
paragraph (a) of this clause.
(c) Any award resulting from this solicitation will be made directly by the Contracting
Officer to the successful 8(a) offeror selected through the evaluation criteria set forth in
this solicitation.
(d) The [insert name of SBA's contractor]will notify the
[insert name of
contracting agency] Contracting Officer in writing immediately upon entering an
agreement (either
oral or written) to transfer all or part of its stock.
(End of clause)
552.238-80 INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL
2020) (ALTERNATE I MAY 2023)
(a) Definition. "Transactional data" encompasses the historical details of the products or services
delivered by the Contractor during the performance of task or delivery orders issued against this
contract.
(b) Reporting of Transactional Data. The Contractor must report all transactional data under this
contract as follows:
(1) The Contractor must electronically report transactional data by utilizing the automated
reporting system at an Internet website designated by the General Services Administration (GSA)
or by uploading the data according to GSA instructions. GSA will post registration instructions
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and reporting procedures on the Vendor Support Center website, https://vsc.gsa.gov. The
reporting system website address, as well as registration instructions and reporting procedures,
will be provided at the time of award or inclusion of this clause in the contract.
(2) The Contractor must provide, at no additional cost to the Government, the following
transactional data elements, as applicable:
(i) Contract or Blanket Purchase Agreement (BPA) Number.
(ii) Delivery/Task Order Number/Procurement Instrument Identifier (PIID).
(iii) Non Federal Entity.
(iv) Description of Deliverable.
(v) Manufacturer Name.
(vi) Manufacturer Part Number.
(vii) Unit Measure (each, hour, case, lot).
(viii) Quantity of Item Sold.
(ix) Universal Product Code.
(x) Price Paid per Unit.
(xi) Total Price.
Note to paragraph (b)(2): The Contracting Officer may add data elements to the standard
elements listed in paragraph (b)(2) of this section with the approvals listed in GSAM
507.105(b)(3).
(3) The contractor must report transactional data within 30 calendar days from the last
calendar day of the month. If there was no contract activity during the month, the Contractor must
submit a confirmation of no reportable transactional data within 30 calendar days of the last
calendar day of the month.
(4) The Contractor must report the price paid per unit, total price, or any other data elements with
an associated monetary value listed in (b)(2) of this section, in U.S. dollars.
(5) The reported price paid per unit and total price must include the Industrial Funding Fee (IFF).
(6) The Contractor must maintain a consistent accounting method of transactional data reporting,
based on the Contractor's established commercial accounting practice.
(7) Reporting Points.
(i) The acceptable points at which transactional data may be reported include -
(A) Issuance of an invoice; or
(B) Receipt of payment.
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(ii) The Contractor must determine whether to report transactional data on the basis of invoices
issued or payments received.
(8) The Contractor must continue to furnish reports, including confirmation of no transactional
data, through physical completion of the last outstanding task or delivery order of the contract.
(9) Unless otherwise expressly stated by the ordering activity, orders that contain classified
information or other or information that would compromise national security are exempt from
this reporting requirement.
(10) This clause does not exempt the Contractor from fulfilling existing reporting requirements
contained elsewhere in the contract.
(11) GSA reserves the unilateral right to change reporting instructions following 60 calendar
days' advance notification to the Contractor.
(c) Industrial Funding Fee (IFF).
(1) This contract includes an IFF charged on orders placed against this contract. The IFF is paid
by the authorized ordering activity but remitted to GSA by the Contractor. The IFF reimburses
GSA for the costs of operating the Federal Supply Schedule program, as set forth in 40 U.S.C.
321: Acquisition Services Fund. Net operating revenues generated by the IFF are also applied to
fund initiatives benefiting other authorized GSA programs, in accordance with 40 U.S.C. 321.
(2) GSA has the unilateral right to change the fee amount at any time, but not more than once per
year; GSA will provide reasonable notice prior to the effective date of any change. GSA will post
notice of the current IFF on the Vendor Support Center website at https://vsc.gsa.gov.
(3) Offerors must include the IFF in their prices. The fee is included in the awarded price(s) and
reflected in the total amount charged to ordering activities. The fee will not be included in the
price of non -contract items purchased pursuant to a separate contracting authority, such as a
Governmentwide Acquisition Contract (GWAC); a separately awarded Federal Acquisition
Regulation (FAR) Part 12, FAR Part 13, FAR Part 14, or FAR Part 15 procurement; or a
non -FAR contract.
(4) The Contractor must remit the IFF to GSA in U.S. dollars within 30 calendar days after the
last calendar day of the reporting quarter; final payment must be remitted within 30 calendar days
after physical completion of the last outstanding task order or delivery order issued against the
contract.
(5) GSA reserves the unilateral right to change remittance instructions following 60 calendar
days' advance notification to the Contractor.
(d) The Contractor's failure to remit the full amount of the IFF within 30 calendar days after the
end of the applicable reporting period constitutes a contract debt to the United States Government
under the terns of FAR Subpart 32.6. The Government may exercise all rights under the Debt
Collection Improvement Act of 1996, including withholding or offsetting payments and interest
on the debt (see FAR clause 52.232-17, Interest). If the Contractor fails to submit the required
transactional data reports, falsifies them, or fails to timely pay the IFF, these reasons constitute
sufficient cause for the Government to terminate the contract for cause.
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Note: Regulation 552.238-80
FSS contractors are required to report sales and remit IFF for Schedule items sold via
FedMall, just as they would for any other Schedule sale. FedMall sales of Schedule items
are treated no differently than sales earned via GSA Advantage! or from orders directly
placed by an ordering activity.
This clause applies to contracts participating in the Transactional Data Reporting (TDR)
Pilot.
552.238-113 SCOPE OF CONTRACT (ELIGIBLE ORDERING
ACTIVITIES) (MAY 2023)
(a) This solicitation is issued to establish contracts which may be used on a nonmandatory basis by the
agencies and activities named below, as a source of supply for the supplies or services described herein,
for domestic and/or overseas delivery. For the Wireless Mobility Services Special Item Number ONLY,
limited geographic coverage (consistent with the Offeror's commercial practice) may be proposed.
(1) Executive agencies (as defined in FAR Subpart 2.1) including nonappropriated fund activities
as prescribed in 41 CFR 101-26.000;
(2) Government contractors authorized in writing by a Federal agency pursuant to FAR 51.1;
(3) Mixed ownership Government corporations (as defined in the Government Corporation
Control Act);
(4) Federal Agencies, including establishments in the legislative or judicial branch of government
(except the Senate, the House of Representatives and the Architect of the Capitol and any
activities under the direction of the Architect of the Capitol).
(5) The District of Columbia;
(6) Tribal governments when authorized under 25 USC 450j(k);
(7) Tribes or tribally designated housing entities pursuant to 25 U.S.C. 41110);
(8) Qualified Nonprofit Agencies as authorized under 40 USC 502(b); and
(9) Organizations, other than those identified in paragraph (d) of this clause, authorized by GSA
pursuant to statute or regulation to use GSA as a source of supply.
(b) Definitions.
"Domestic delivery" is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico,
Washington, DC, and U.S. territories. Domestic delivery also includes a port or consolidation point,
within the aforementioned areas, for orders received from overseas activities.
"Overseas delivery" is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska,
Hawaii, Puerto Rico, and U.S. territories
(c) Offerors are requested to check one of the following boxes:
Contractor will provide domestic and overseas delivery.
Contractor will provide overseas delivery only.
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Contractor will provide domestic delivery only.
(d) The following activities may place orders against Schedule contracts:
(1) State and local government may place orders against Consolidated Schedule contracts
containing information technology or security and protection Special Item Numbers, on an
optional basis; provided, the Contractor accepts order(s) from such activities;
(2) The American National Red Cross may place orders against Federal Supply Schedules for
products and services in furtherance of the purposes set forth in its Federal charter (36 U.S.C.
300102); provided, the Contractor accepts order(s) from the American National Red Cross; and
(3) Other qualified organizations, as defined in section 309 of the Robert T. Stafford Disaster
Relief and Emergency Assistance Act (42 U.S.C. 5152), may place orders against Federal Supply
Schedules for products and services determined to be appropriate to facilitate emergency
preparedness and disaster relief and set forth in guidance by the Administrator of General
Services, in consultation with the Administrator of the Federal Emergency Management Agency;
provided, the Contractor accepts order(s) from such activities.
(4) State and local governments may place orders against Federal Supply Schedules for good or
services determined by the Secretary of Homeland Security to facilitate recovery from a major
disaster declared by the President under the Robert T. Stafford Disaster Relief and Emergency
Assistance Act (42 U.S.C. 5121, et seq.) to facilitate disaster preparedness or response, or to
facilitate recovery from terrorism or nuclear, biological, chemical, or radiological attack;
provided, the Contractor accepts order(s) from such activities.
(e) Articles or services may be ordered from time to time in such quantities as may be needed to fill any
requirement, subject to the Order Limitations thresholds which will be specified in resultant contracts.
Overseas activities may place orders directly with schedule contractors for delivery to CONUS port or
consolidation point.
(f) (1) The Contractor is obligated to accept orders received from activities within the Executive
branch of the Federal Government.
(2) The Contractor is not obligated to accept orders received from activities outside the Executive
branch; however, the Contractor is encouraged to accept such orders. If the Contractor elects to
accept such orders, all provisions of the contract shall apply, including clause 52.232-36 Payment
by Third Party. If the Contractor is unwilling to accept such orders, and the proposed method of
payment is not through the Credit Card, the Contractor shall return the order by mail or other
means of delivery within 5 workdays from receipt. If the Contractor is unwilling to accept such
orders, and the proposed method of payment is through the Credit Card, the Contractor must so
advise the ordering activity within 24 hours of receipt of order. (Reference clause 52.232-36
Payment by Third Party.) Failure to return an order or advise the ordering activity within the time
frames of this paragraph shall constitute acceptance whereupon all provisions of the contract shall
apply.
(g) The Government is obligated to purchase under each resultant contract a guaranteed minimum of
$2,500 (two thousand, five hundred dollars) during the contract term.
(h) All users of GSA's Federal Supply Schedules, including non -Federal users, shall use the schedules
in accordance with the ordering guidance provided by the Administrator of General Services. GSA
encourages non -Federal users to follow the Schedule Ordering Procedures set forth in the Federal
Acquisition Regulation (FAR) 8.4, but they may use different established competitive ordering
procedures if such procedures are needed to satisfy their state and local acquisition regulations and/or
organizational policies.
52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO
IMPLEMENT STATUTES OR EXECUTIVE ORDERS —COMMERCIAL
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PRODUCTS AND COMMERCIAL SERVICES (JUNE 2023)
(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR)
clauses, which are incorporated in this contract by reference, to implement provisions of law or
Executive orders applicable to acquisitions of commercial products and commercial services:
(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or
Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further
Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent
appropriations acts (and as extended in continuing resolutions)).
(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed
or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L.
115-91).
(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video
Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).
(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).
(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR
2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).
(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws
108-77 and 108-78 ( 19 U.S.C. 3805 note)).
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the
Contracting Officer has indicated as being incorporated in this contract by reference to implement
provisions of law or Executive orders applicable to acquisitions of commercial products and
commercial services:
*[Contracting Officer check as appropriate.]*
X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate
I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).
X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV
2021) (41 U.S.C. 3509)).
X (3) 52.203-15, Whistleblower Protections under the American Recovery and
Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts
funded by the American Recovery and Reinvestment Act of 2009.)
X (4) 52.204-10, Reporting Executive Compensation and First -Tier Subcontract
Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).
N/A (5) [Reserved].
X (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117,
section 743 of Div. Q.
X (7) 52.204-15, Service Contract Reporting Requirements for Indefinite -Delivery
Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. Q.
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X (8) 52.204-27, Prohibition on a ByteDance Covered Application (June 2023) (Section 102 of
Division R of Pub. L. 117-328).
X (9) 52.209-6, Protecting the Government's Interest When Subcontracting with
Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).
X (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility
Matters (OCT 2018) (41 U.S.C. 2313).
N/A (11) [Reserved]
X (12) 52.219-3, Notice of HUBZone Set -Aside or Sole -Source Award (OCT
2022) (15 U.S.C. 657a).
N/A (13) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business
Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its
offer) (15 U.S.C. 657a).
N/A (14) [Reserved]
X (15) (i) 52.219-6, Notice of Total Small Business Set -Aside (Nov 2020) (15 U.S.C. 644).
Required as Applicable (ii) Alternate I (MAR 2020) of 52.219-6.
N/A (16) (i) 52.219-7, Notice of Partial Small Business Set -Aside (Nov 2020) (15 U.S.C. 644).
N/A (ii) Alternate I (MAR 2020) of 52.219-7.
X (17) 52.219-8, Utilization of Small Business Concerns (OCT
2022) (15 U.S.C. 637(d)(2) and (3)).
N/A (18) (i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) (15 U.S.C. 637(d)(4)).
N/A (ii) Alternate I (Nov 2016) of 52.219-9.
X (iii) Alternate II (Nov 2016) of 52.219-9.
N/A (iv) Alternate III (JUN 2020) of 52.219-9.
N/A (v) Alternate IV (SEP 2021) of 52.219-9.
X (19) (i) 52.219-13, Notice of Set -Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).
N/A (ii) Alternate I (MAR 2020) of 52.219-13.
X (20) 52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 637s).
X (21) 52.219-16, Liquidated Damages —Subcontracting Plan (SEP
2021) (15 U.S.C. 637(d)(4)(F)(i)).
X (22) 52.219-27, Notice of Service -Disabled Veteran -Owned Small Business
Set -Aside (OCT 2022) (15 U.S.C. 657).
X (23) (i) 52.219-28, Post Award Small Business Program Rerepresentation (DATE)
(15 U.S.C. 632(a)(2)).
N/A (ii) Alternate I (MAR 2020) of 52.219-28.
X (24) 52.219-29, Notice of Set -Aside for, or Sole -Source Award to, Economically
Disadvantaged Women -Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).
X (25) 52.219-30, Notice of Set -Aside for, or Sole -Source Award to, Women -Owned Small
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Business Concerns Eligible Under the Women -Owned Small Business Program (OCT
2022) (15 U.S.C. 637(m)).
N/A (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR
2020) (15 U.S.C. 644(r)).
X (27) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15U.S.C. 637(a)(17)).
X (28) 52.222-3, Convict Labor (JuN 2003) (E.O.11755).
X (29) 52.222-19, Child Labor -Cooperation with Authorities and Remedies (DEC
2022)(E.O.13126).
X (30) 52.222-21, Prohibition of Segregated Facilities (APR 2015).
X (31) (i) 52.222-26, Equal Opportunity (SEP 2016) (E.O.11246).
N/A (ii) Alternate I (FEB 1999) of 52.222-26.
X (32) (i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).
N/A (ii) Alternate I (JUL 2014) of 52.222-35.
X (33) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN
2020) (29 U.S.C. 793).
N/A (ii) Alternate I (JUL 2014) of 52.222-36.
X (34) 52.222-37, Employment Reports on Veterans (JuN 2020) (38 U.S.C. 4212).
X (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations
Act (DEC 2010) (E.O. 13496).
X (36) (i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chanter 78 and
E.O. 13627).
N/A (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chanter 78 and E.O. 13627).
X (37) 52.222-54, Employment Eligibility Verification (MAY 2022). (Executive Order 12989).
(Not applicable to the acquisition of commercially available off -the -shelf items or certain other
types of commercial products or commercial services as prescribed in FAR 22.1803.)
X (38) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA —Designated
Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)l. (Not applicable to the acquisition of commercially
available off -the -shelf items.)
N/A (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(Cl.). (Not applicable to
the acquisition of commercially available off -the -shelf items.)
Required as Applicable (39) 52.223-11, Ozone -Depleting Substances and High Global Warming
Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).
Required as Applicable (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration
Equipment and Air Conditioners (JuN 2016) (E.O. 13693).
Required as Applicable (41) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging
Equipment (JUN 2014) (E.O.s 13423 and 13514).
N/A (ii) Alternate I (OCT 2015) of 52.223-13.
Required as Applicable (42) (i) 52.223-14, Acquisition of EPEATO-Registered Televisions (JUN
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2014) (E.O.s 13423 and 13514).
N/A (ii) Alternate I (Jun2014) of 52.223-14.
X (43) 52.223-15, Energy Efficiency in Energy -Consuming Products (MAY
2020) (42 U.S.C. 8259h).
Required as Applicable (44) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer
Products (OCT 2015) (E.O.s 13423 and 13514).
N/A (ii) Alternate I (JUN 2014) of 52.223-16.
X (45) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging ile Driving (JUN
2020) (E.O. 13513).
Required as Applicable (46) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).
Required as Applicable (47) 52.223-21, Foams (Jun2016) (E.O. 13693).
X (48) (i) 52.224-3 Privacy Training (JAN 2017) (5 U.S.C. 552 a).
N/A (ii) Alternate I (JAN 2017) of 52.224-3.
Required as Applicable (49) (i) 52.225-1, Buy American -Supplies (OCT 2022)
(41 U.S.C. chanter 83).
N/A (ii) Alternate I (OCT 2022) of 52.225-1.
N/A (50) (i) 52.225-3, 52.225-3, Buy American —Free Trade Agreements —Israeli Trade Act
(DEC 2022) (19 U.S.C. 3301 note. 19 U.S.C. 2112 note. 19 U.S.C. 3805 note. 19 U.S.C. 4001 note.
19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286,
108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43
N/A (ii) Alternate I [RESERVED].
N/A (iii) Alternate II (DEC 2022) of 52.225-3.
N/A (iv) Alternate III (JAN 2021) of 52.225-3.
N/A (v) Alternate IV (OCT 2022) of 52.225-3.
X (51) 52.225-5, Trade Agreements (DEC 2022) (19 U.S.C. 2501, et
seq., 19 U.S.C. 3301 note).
X (52) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s,
proclamations, and statutes administered by the Office of Foreign Assets Control of the
Department of the Treasury).
N/A (53) 52.225-26, Contractors Performing Private Security Functions Outside the United
States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal
Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).
N/A (54) 52.226-4, Notice of Disaster or Emergency Area Set -Aside (Nov2007)
(42 U.S.C. 5150).
N/A (55) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area
(Nov2007) (42 U.S.C. 5150).
N/A (56) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021) .
N/A (57) 52.232-29, Terms for Financing of Purchases of Commercial Products and
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Commercial Services (NOV 2021) (41 U.S.C. 4505, "10 U.S.C. 3805").
N/A (58) 52.232-30, Installment Payments for Commercial Products and Commercial
Services (NOV 2021) (41 U S.C. 4505 10 U.S.C. 3805).
X (59) 52.232-33, Payment by Electronic Funds Transfer -System for Award
Management (OCT2018) (31 U.S.C. 3332).
N/A (60) 52.232-34, Payment by Electronic Funds Transfer -Other than System for Award
Management (Jul 2013) (31 U.S.C. 3332).
X (61) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).
X (62) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 5524).
X (63) 52.242-5, Payments to Small Business Subcontractors (JAN
2017) (15 U.S.C. 637(d)(13)).
X (64) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV
2021)
( 46 U.S.C. 55305 and 10 U.S.C. 2631).
N/A (ii) Alternate I (APR 2003) of 52.247-64.
N/A (iii) Alternate II (NOV 2021) of 52.247-64.
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to
commercial products and commercial services, that the Contracting Officer has indicated as being
incorporated in this by reference to implement provisions of law or Executive orders applicable to
acquisitions of commercial items:
[Contracting Officer check as appropriate.]
X (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chanter67).
X (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY
2014) (29 U.S.C. 206 and 41 U.S.C. chanter 67).
X (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -Price
Adjustment (Multiple Year and Option Contracts) (AUG
2018) (29 U.S.C. 206 and 41 U.S.C. chanter 67).
N/A (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -Price
Adjustment (May 2014) ( 29U.S.C.206 and 41 U.S.C. chanter 67).
X (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to
Contracts for Maintenance, Calibration, or Repair of Certain Equipment -Requirements (May
2014) (41 U.S.C. chanter 67).
X (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to
Contracts for Certain Services -Requirements (MAY 2014) (41 U.S.C. chanter 67).
X (7) 52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022).
Required as Applicable (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN
2022) (E.O. 13706).
Required as Applicable (9) 52.226-6, Promoting Excess Food Donation to Nonprofit
Organizations (Jun 2020) (42 U.S.C. 1792).
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(d) Comptroller General Examination of Record. The Contractor shall comply with the
provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in
excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this
contract, and does not contain the clause at 52.215-2, Audit and Records -Negotiation.
(1) The Comptroller General of the United States, or an authorized representative of the
Comptroller General, shall have access to and right to examine any of the Contractor's directly
pertinent records involving transactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records,
materials, and other evidence for examination, audit, or reproduction, until 3 years after final
payment under this contract or for any shorter period specified in FAR subpart 4_7, Contractor
Records Retention, of the other clauses of this contract. If this contract is completely or partially
terminated, the records relating to the work terminated shall be made available for 3 years after
any resulting final termination settlement. Records relating to appeals under the disputes clause or
to litigation or the settlement of claims arising under or relating to this contract shall be made
available until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and
practices, and other data, regardless of type and regardless of form. This does not require the
Contractor to create or maintain any record that the Contractor does not maintain in the ordinary
course of business or pursuant to a provision of law.
(e)
(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this
clause, the Contractor is not required to flow down any FAR clause, other than those in this
paragraph (e)(1) in a subcontract for commercial products or commercial services. Unless
otherwise indicated below, the extent of the flow down shall be as required by the clause-
(i) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV
2021) (41 U.S.C. 3509).
(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or
Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further
Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent
appropriations acts (and as extended in continuing resolutions)).
(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services
Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634
of Pub. L. 115-91).
(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video
Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).
(v) 52.204-27, Prohibition on a ByteDance Covered Application (June 2023) (Section
102 of Division R of Pub. L. 117-328).
(vi) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and
(3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except
subcontracts to small business concerns) exceeds the applicable threshold specified in
FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower
tier subcontracts that offer subcontracting opportunities.
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(vii) 52.222-21, Prohibition of Segregated Facilities (APR 2015).
(viii) 52.222-26, Equal Opportunity (SEP 2015) (E.O.11246).
(ix) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).
(x) 52.222-36, Equal Opportunity for Workers with Disabilities (JIIN
2020) (29 U.S.C. 793).
(xi) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).
(xii) 52.222-40, Notification of Employee Rights Under the National Labor Relations
Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR
clause 52.222-40.
(xiii) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chanter 67).
(xiv)
(A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chanter 78 and
E.0 13627).
(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chanter 78 and E.O. 13627).
(xv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to
Contracts for Maintenance, Calibration, or Repair of Certain Equipment -Requirements (May2014)
(41 U.S.C. chanter 67).
(xvi) 52.222-53, Exemption from Application of the Service Contract Labor Standards to
Contracts for Certain Services -Requirements (MAY 2014) (41 U.S.C. chanter 67).
13706).
(xvii) 52.222-54, Employment Eligibility Verification (MAY 2022) (E.O. 12989).
(xviii) 52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022).
(xix) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O.
(A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).
(B) Alternate I (JAN 2017) of 52.224-3.
(xxi) 52.225-26, Contractors Performing Private Security Functions Outside the United
States (OCT 2016) (Section 862, as amended, of the National Defense Authorization
Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note.
(xxii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN
2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause
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52.226-6.
(xxiii) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors
(MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance
with paragraph (c) of 52.232-40
(xxiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV
2021)
(46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR
clause 52.247-64.
(2) While not required, the Contractor may include in its subcontracts for commercial
products and commercial services a minimal number of additional clauses necessary to satisfy its
contractual obligations.
(End of clause)
Alternate I (FEB 2000). As prescribed in 12.301(b)(4)(i), delete paragraph (d) from the basic clause,
redesignate paragraph (e) as paragraph (d), and revise the reference to "paragraphs (a), (b), (c), or
(d) of this clause" in the redesignated paragraph (d) to read "paragraphs (a), (b), and (c) of this
clause".
Alternate H. (JAN 2022) As prescribed in 12.301(b)(4)(ii), substitute the following paragraphs
(d)(1) and (e)(1) for paragraphs (d)(1) and (e)(1) of the basic clause as follows:
(d)(1) The Comptroller General of the United States, an appropriate Inspector General appointed
under section 3 or 8 G of the Inspector General Act of 1978 (5 U.S.C. Ann.), or an authorized
representative of either of the foregoing officials shall have access to and right to—
(i) Examine any of the Contractor's or any subcontractors' records that pertain to, and involve
transactions relating to, this contract; and
(ii) Interview any officer or employee regarding such transactions.
(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), and (c), of this
clause, the Contractor is not required to flow down any FAR clause in a subcontract for
commercial products or commercial services, other than—
(i) Paragraph (d) of this clause. This paragraph flows down to all subcontracts, except the
authority of the Inspector General under paragraph (d)(1)(ii) does not flow down; and
(ii) Those clauses listed in this paragraph (e)(1). Unless otherwise indicated below, the extent of
the flow down shall be as required by the clause -
(A) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).
(B) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of
2009 (Jury 2010) (Section 1553 of Pub. L. 111-5).
(C) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or
Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L.
115-91).
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(D) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video
Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).
(E) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)), in all
subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts
to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the
date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that
offer subcontracting opportunities.
(F) 52.222-21, Prohibition of Segregated Facilities (APR 2015).
(G) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).
(H) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).
(I) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).
(J) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC
2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-
40.
(K) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chanter 67).
(L) (1) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chanter 78 and E.0
13627).
(2) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chanter 78 and E.O. 13627).
(M) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts
for Maintenance, Calibration, or Repair of Certain Equipment -Requirements (May 2014)
(41 U.S.C. chanter 67).
N 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts
for Certain Services -Requirements (MAY 2014) (41 U.S.C. chanter 67).
(0) 52.222-54, Employment Eligibility Verification (NOV 2021) (Executive Order 12989).
(P) 52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022).
(Q) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).
(R) (1) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).
(2) Alternate I (JAN 2017) of 52.224-3.
(S) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct
2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year
2008; 10 U.S.C. 2302 Note).
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(T) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JuN
2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause
52.226-6.
(U) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) ( 46
U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR
clause 52.247-64
End of clause
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Exhibit C - Conflict of Interest Questionnaire
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
Supply King USA, LLC
J
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
J Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
71 Yes F1 No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
J
J
Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us
Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021