Recovery Purchasing Participation Election Form

Contractor:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

State and local governments have the authority to use GSA Schedules for
disaster recovery as provided for in Section 833 of the National Defense
Authorization Act for Fiscal Year 2007, commonly known as the John
Warner National Defense Authorization Act (P.L. 109-364). Specifically,
it authorizes the use of Federal Supply Schedules by state and local
governments to facilitate recovery from major disasters, terrorism,
nuclear, biological, chemical, or radiological attacks. The disaster
must be declared by the President under the Robert T. Stafford Disaster
Relief and Emergency Assistance Act (42 U.S.C. 5121 et.seq). Federal
Supply Schedule contractors have the option to voluntarily participate
in recovery purchasing.\
Reference Clause 552.238-80 Use of Federal Supply Schedule Contracts by
Certain Entities-Recovery Purchasing (FEB 2007).\
\
For those contractors that elect to participate in Recovery Purchasing,
the following clauses apply and supersede the previous version of the
clause(s), when applicable. The clauses are only in effect during the
disaster period as declared by the President. All other terms and
conditions remain unchanged and in full force and effect.

552.211-75 Preservation, Packaging, and Packing (FEB 1996)(Alternate I -
MAY 2003)\
552.211-77 Packing List (FEB 1996)(Alternate I -- MAY 2003)

552.216-72 Placement of Orders (SEP 1999)(Alternate IV -- FEB 2007)

552.216-73 Ordering Information (SEP 1999)(Alternate II -- SEP 1999)

552.232-8 Discounts for Prompt Payment (APR 1989)(Deviation FAR
52.232-8)\
(Alternate I -- MAY 2003)\
552.232-79 Payment By Credit Card (MAY 2003)\
552.232-81 Payments By Non-Federal Ordering Activities (MAY 2003)

552.238-71 Submission and Distribution of Authorized FSS Schedule
Pricelists\
(SEP 1999)(Deviation DEC 2004)

552.238-75 Price Reductions (MAY 2004)(Alternate I -- MAY 2003)\
552.238-78 Scope of Contract (Eligible Ordering Activities)(MAY 2004)\
(Alternate I -- FEB 2007)

552.246-73 Warranty -- Multiple Award Schedules (MAR 2000)(Alternate I
-- MAY 2003)

52.212-4 Contract Terms and Conditions-Commercial Items (FEB 2007)\
(Deviation FEB 2007)

52.216-18 Ordering (OCT 1995)(Deviation FEB 2007)

52.216-19 Order Limitations (OCT 1995)(Variation I -- AUG
1999)(Deviation FEB 2007)

52.229-1 State and Local Taxes (APR 1984)(Deviation MAY 2003)

52.229-3 Federal, State, and Local Taxes (APR 2003)(Deviation FEB 2007)

52.232-17 Interest (JUN 1996)(Deviation MAY 2003)

52.232-19 Availability of Funds for the Next Fiscal Year (APR
1984)(Deviation MAY 2003)

52.232-34 Payment by Electronic Funds Transfer-Other than Central
Contractor Registration\
(MAY 1999)(Deviation FEB 2007)

52.232-36 Payment by Third Party (MAY 1999)(Deviation MAY 2003)

52.237-3 Continuity of Services (JAN 1991)(Deviation MAY 2003)

52.246-4 Inspection of Services-Fixed Price (AUG 1996)(Deviation MAY
2003)

52.247-34 F.O.B. Destination (NOV 1991)(Deviation MAY 2003)

52.247-38 F.O.B. Inland Carrier, Point of Exportation (FEB
2006)(Deviation FEB 2007)

Please check one of the following:

**Offeror interested** in participating in Recovery Purchasing.\
\
**Offeror not interested** in participating in Recovery Purchasing.

\
**[552.216-72 Placement of Orders (SEP 1999) ALTERNATE IV (FEB
2007)]{.underline}**

\(a\) See
[552.238-78](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884943),
Scope of Contract (Eligible Ordering Activities)-Alternate I, for who
may order under this contract.

\(b\) Orders may be placed through Electronic Data Interchange (EDI) or
mailed in paper form. EDI orders shall be placed using the American
National Standards Institute (ANSI) X12 Standard for Electronic Data
Interchange (EDI) format.

\(c\) If the Contractor agrees, GSA's Federal Acquisition Service (FAS)
will place orders for eligible ordering activities, as defined in
paragraph (a) of the clause at
[552.238-78](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884943)-Alternate
I, by EDI using computer-to-computer EDI. If computer-to-computer EDI is
not possible, FAS will use an alternative EDI method allowing the
Contractor to receive orders by facsimile transmission. Subject to the
Contractor's agreement, other eligible ordering activities, as defined
in paragraphs (a) and (d) of the clause at
[552.238-78](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884943)-Alternate
I, may also place orders by EDI.

\(d\) When computer-to-computer EDI procedures will be used to place
orders, the Contractor shall enter into one or more Trading Partner
Agreements (TPA) with each ordering activity placing orders
electronically in order to ensure mutual understanding by the parties of
certain electronic transaction conventions and to recognize the rights
and responsibilities of the parties as they apply to this method of
placing orders. The TPA must identify, among other things, the third
party provider(s) through which electronic orders are placed, the
transaction sets used, security procedures, and guidelines for
implementation. Ordering activities may obtain a sample format to
customize as needed from the office specified in paragraph (g) of this
clause.

\(e\) The Contractor shall be responsible for providing its own hardware
and software necessary to transmit and receive data electronically.
Additionally, each party to the TPA shall be responsible for the costs
associated with its use of third party provider services.

\(f\) Nothing in the TPA will invalidate any part of this contract
between the Contractor and the General Services Administration. All
terms and conditions of this contract that otherwise would be applicable
to a mailed order shall apply to the electronic order.

**[552.216-72 Placement of Orders (SEP 1999) ALTERNATE IV (FEB
2007)(Continued)]{.underline}**

\(g\) The basic content and format of the TPA will be provided by:

  -----------------------------------------------------------------------
  General Services Administration\
  Acquisition Operations and Electronic Commerce Center (FCS)\
  Washington, DC 20406

  Telephone: \*\_\_\_\_\_\_\*

  FAX: \*\_\_\_\_\_\_\*
  -----------------------------------------------------------------------

####  [552.216-73  Ordering Information]{.underline} [(Sep 1999) Alternate II (Sep 1999)]{.underline}

(a) In accordance with the Placement of Orders clause of this
solicitation, the offeror elects to receive orders placed by GSA's
Federal Supply Service (FSS) by either o facsimile transmission or o
computer-to-computer Electronic Data Interchange (EDI).

(b) An offeror electing to receive computer-to-computer EDI is requested
to indicate below the name, address, and telephone number of the
representative to be contacted regarding establishment of an EDI
interface.

(c) An offeror electing to receive orders by facsimile transmission is
requested to indicate below the telephone number(s) for facsimile
transmission equipment where orders should be forwarded.

(d) For mailed orders, the offeror is requested to include the postal
mailing address(es) where paper form orders should be mailed.

(e) Offerors marketing through dealers are requested to indicate below
whether those dealers will be participating in the proposed contract.

#### YES                    NO   If "yes" is checked, ordering information to be inserted above shall reflect that in addition to offeror's name, address, and facsimile transmission telephone number, orders can be addressed to the offeror's name, c/o nearest local dealer. In this event, two copies of a list of participating dealers shall accompany this offer, and shall also be included in Contractor's Federal Supply Schedule pricelist. 

#### [552.232-8  Discounts for Prompt Payment]{.underline} [(Apr 1989)]{.underline} 

(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 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) Agencies required to use the resultant schedule will not apply the
discount in determining the lowest delivered price pursuant to the FPMR,
41 CFR 101-26.408, if the agency determines that payment will probably
not be made within the discount period offered. The same is true if the
discount is considered uneconomical at the time of placement of the
order.

(e) Discounts for early payment may be offered either in the original
offer or on individual invoices submitted under the resulting contract.
Discounts offered will be taken by the Government if payment is made
within the discount period specified.

#### [552.232-8  Discounts for Prompt Payment (Apr 1989) (Continued)]{.underline} 

(f) 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.

(g) 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. \
\
\
**[552.232-8  Discounts for Prompt Payment (Apr 1989) Alternate I (May
2003)\
]{.underline}**

(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 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 submitted under the resulting contract.
Discounts offered will be taken by the Government 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.\
\
Note: Applicable to Cooperative Purchasing and Recovery Purchasing
programs only.

#### [552.232-79  Payment by Credit Card]{.underline} [(May 2003)]{.underline} 

(a) Definitions.

"Credit card" means any credit card used to pay for purchases, including
the Governmentwide Commercial Purchase Card.

"Governmentwide commercial purchase card" means a uniquely numbered
credit card issued by a Contractor under GSA's Governmentwide Contract
for Fleet, Travel, and Purchase Card Services to named individual
Government employees or entities to pay for official Government
purchases.

"Oral order" means an order placed orally either in person or by
telephone.

(b) The Contractor must accept the credit card for payments equal to or
less than the micro-purchase threshold (see Federal Acquisition
Regulation 2.101) for oral or written orders under this contract.

(c) The Contractor and the ordering agency may agree to use the credit
card for dollar amounts over the micro-purchase threshold, and the
Government encourages the Contractor to accept payment by the purchase
card. The dollar value of a purchase card action must not exceed the
ordering agency's established limit. If the Contractor will not accept
payment by the purchase card for an order exceeding the micro-purchase
threshold, the Contractor must so advise the ordering agency within
24 hours of receipt of the order.

(d) The Contractor shall not process a transaction for payment through
the credit card clearinghouse until the purchased supplies have been
shipped or services performed. Unless the cardholder requests correction
or replacement of a defective or faulty item under other contract
requirements, the Contractor must immediately credit a cardholder's
account for items returned as defective or faulty. \
(e) Payments made using the Governmentwide commercial purchase card are
not eligible for any negotiated prompt payment discount. Payment made
using an ordering activity debit card will receive the applicable prompt
payment discount.\
\
Note: Applicable to Cooperative Purchasing and Recovery Purchasing
programs only.

**[552.232-77  Payment By Governmentwide Commercial Purchase
Card]{.underline}** **[(Mar 2000) Alternate I\
(Mar 2000)\
]{.underline}**

(a) Definitions. "Governmentwide commercial purchase card" means a
uniquely numbered credit card issued by a contractor under GSA's
Governmentwide Contract for Fleet, Travel, and Purchase Card Services to
named individual Government employees or entities to pay for official
Government purchases.

"Oral order" means an order placed orally either in person or by
telephone.

(b) The Contractor must accept the Governmentwide commercial purchase
card for payments equal to or less than the micro-purchase threshold
(see Federal Acquisition Regulation 2.101) for oral or written orders
under this contract.

(c) The Contractor and the ordering agency may agree to use the
Governmentwide commercial purchase card for dollar amounts over the
micro-purchase threshold, and the Government encourages the Contractor
to accept payment by the purchase card. The dollar value of a purchase
card action must not exceed the ordering agency's established limit. If
the Contractor will not accept payment by the purchase card for an order
exceeding the micro-purchase threshold, the Contractor must so advise
the ordering agency within 24 hours of receipt of the order.

(d) The Contractor shall not process a transaction for payment through
the credit card clearinghouse until the purchased supplies have been
shipped or services performed. Unless the cardholder requests correction
or replacement of a defective or faulty item under other contract
requirements, the Contractor must immediately credit a cardholder's
account for items returned as defective or faulty.

(e) Payments made using the Governmentwide commercial purchase card are
not eligible for any negotiated prompt payment discount. Payment made
using a Government debit card will receive the applicable prompt payment
discount.

*\*Enter amount not to exceed \$100,000.*

#### [552.232-81  Payments by Non-Federal Ordering Activities]{.underline} [[(MAY 2003)]{.underline}]{.smallcaps} 

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 Federal Acquisition Regulation clause
52.232-25, Prompt Payment, or 52.212-4, Contract Terms and
Conditions---Commercial Items, apply to such activities in the same
manner as to Federal ordering activities.\
\
\
**[552.238-75  Price Reductions]{.underline}** **[(May 2004) Alternate I
(May 2003)\
]{.underline}**

(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
activities 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 eligible ordering activities under this contract ; or

(3) Made to State and local government entities when the order is placed
under this contract (and the State and local government entity 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.

(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.\
\
\
[**552.238-78 Scope of Contract (Eligible Ordering Activities)
(May 2004) (Alternate I \-- FEB 2007)**]{.underline}

\(a\) 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 delivery.

\(1\) 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;   [552.238-78 Scope of Contract (Eligible Ordering Activities) (May 2004) (Alternate I \-- FEB 2007) (Continued)]{.underline} 

(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) Qualified Nonprofit Agencies as authorized under 40 USC 502(b); and

(8) Organizations, other than those identified in
paragraph [(d)](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884958)
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:

> \_\_\_\_\_\_ Contractor will provide domestic and overseas delivery.
>
> \_\_\_\_\_\_ Contractor will provide overseas delivery only.

#### \_\_\_\_\_\_ Contractor will provide domestic delivery only. 

\(d\) The following activities may place orders against Federal Supply
Schedules for products and services determined by the Secretary of
Homeland Security to facilitate recovery from major disasters,
terrorism, or nuclear, biological, chemical, or radiological attack, on
an optional basis; PROVIDED, the Contractor accepts order(s) from such
activities: State and local government entities, includes any state,
local, regional or tribal government or any instrumentality thereof
(including any local educational agency or institution of higher
learning). "State and local government entities," means the states of
the United States, counties, municipalities, cities, towns, townships,
tribal governments, public authorities (including public or Indian
housing agencies under the United States Housing Act of 1937), school
districts, colleges and other institutions of higher education, council
of governments (incorporated or not), regional or interstate government
entities, or any agency or instrumentality of the preceding entities
(including any local educational agency or institution of higher
education), and including legislative and judicial departments. The term
does not include contractors of, or grantees of, State or local
governments.

\(1\) "Local educational agency" has the meaning given that term in
section 8013 of the Elementary and Secondary Education Act of 1965
(20 U.S.C. 7713).

\(2\) "Institution of higher education" has the meaning given that term
in section 101(a) of the Higher Education Act of 1965
(20 U.S.C. 1001(a)).

\(3\) "Tribal government" means---

#### [552.238-78 Scope of Contract (Eligible Ordering Activities) (May 2004) (Alternate I \-- FEB 2007) (Continued)]{.underline} 

\(i\) The governing body of any Indian tribe, band, nation, or other
organized group or community located in the continental United States
(excluding the State of Alaska) that is recognized as eligible for the
special programs and services provided by the United States to Indians
because of their status as Indians; and

\(ii\) Any Alaska Native regional or village corporation established
pursuant to the Alaska Native Claims Settlement Act (43 U.S.C. 1601
et seq.).

\(e\) 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
[552.232-79](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884438),
Payment by Credit Card. 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
[552.232-79](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884438),
Payment by Credit Card.) 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.

#### [552.238-80 Use of Federal Supply Schedule Contracts by Certain Entities---RECOVERY PURCHASING (FEB 2007)]{.underline} 

\(a\) If an entity identified in paragraph (d) of the clause at
[552.238-78](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884943),
Scope of Contract (Eligible Ordering Activities)-Alternate I, 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
Item 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 terms and conditions of the Schedule
contract, except for those deleted clauses or portions of clauses
mentioned in
paragraph [(a)(1)](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884978)
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.

\(7\) The state or local government ordering activity will be
responsible for purchasing products or services to be used 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.) or to facilitate recovery from terrorism or
nuclear, biological, chemical, or radiological attack.

\(b\) If the Schedule Contractor accepts an order from an entity
identified in paragraph (d) of the clause at
[552.238-78](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884943),
Scope of Contract (Eligible Ordering Activities) - Alternate I, 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
[552.238-74](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884876),
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 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
[552.238-78](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884943),
Scope of Contract (Eligible Ordering Activities)-Alternate I, and

\(2\) The dollar value for sales to entities identified in paragraph (d)
of clause
[552.238-78](http://acquisition.gov/gsam/current/html/Part552_Sub2B.html#wp1884943),
Alternate I.

\(d\) A listing of the Federal Supply Schedule contracts for the
products and services available for disaster recovery purchasing is
accessible in GSA's Schedules e-Library at web site
[http://www.gsaelibrary.gsa.gov](http://www.gsaelibrary.gsa.gov/). Click
on the link, "Disaster Recovery Purchasing, State and Local." The
participating contractors and the products and services available for
disaster recovery purchasing will be labeled with the Disaster Recovery
Purchasing icon.

**[52.212-4 CONTRACT TERMS AND CONDITIONS---COMMERCIAL ITEMS (FEB 2007)\
(DEVIATION) (FEB 2007)\
]{.underline}[12.301(b)(3)](http://www.arnet.gov/far/current/html/Subpart 12_3.html#wp1084396)**

\(a\) *Inspection/Acceptance*. The Contractor shall only tender for
acceptance those items that conform to the requirements of this
contract. The ordering activity reserves the right to inspect or test
any supplies or services that have been tendered for acceptance. The
ordering activity 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 ordering activity may seek an
equitable price reduction or adequate consideration for acceptance of
nonconforming supplies or services. The ordering activity must exercise
its postacceptance rights (1) within a reasonable time after the defect
was discovered or should have been discovered; and (2) before any
substantial change occurs in the condition of the item, unless the
change is due to the defect in the item.

\(b\) *Assignment*. The Contractor or its assignee may assign its rights
to receive payment due as a result of performance of this contract to a
bank, trust company, or other financing institution, including any
Federal lending agency in accordance with the Assignment of Claims Act
(31 U.S.C. 3727). However, when a third party makes payment (e.g., use
of the 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 the Contract Disputes Act
of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this
contract to reach agreement on any request for equitable adjustment,
claim, appeal or action arising under or relating to this contract shall
be a dispute to be resolved in accordance with the clause at FAR
52.233‑1, Disputes, which is incorporated herein by reference. The
Contractor shall proceed diligently with performance of this contract,
pending final resolution of any dispute arising under the contract.

\(e\) *Definitions*. The clause at FAR 52.202-1, Definitions, is
incorporated herein by reference.

\(f\) *Excusable delays*. The Contractor shall be liable for default
unless nonperformance is caused by an occurrence beyond the reasonable
control of the Contractor and without its fault or negligence such as,
acts of God or the public enemy, acts of the ordering activity in either
its sovereign or contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, unusually severe weather, and delays
of common carriers. The Contractor shall notify the Contracting Officer
in writing as soon as it is reasonably possible after the commencement
of any excusable delay, setting forth the full particulars in connection
therewith, shall remedy such occurrence with all reasonable dispatch,
and shall promptly give written notice to the Contracting Officer of the
cessation of such occurrence.

\(g\) *Invoice*.

\(1\) The Contractor shall submit an original invoice and three copies
(or electronic invoice, if authorized) to the address designated in the
contract to receive invoices. An invoice must include---

\(i\) Name and address of the Contractor;

\(ii\) Invoice date and number;

\(iii\) Contract number, contract line item number and, if applicable,
the order number;

\(iv\) Description, quantity, unit of measure, unit price and extended
price of the items delivered;

**[52.212-4 CONTRACT TERMS AND CONDITIONS---COMMERCIAL ITEMS (FEB 2007)\
(DEVIATION) (FEB 2007)(Continued)\
]{.underline}**

\(v\) Shipping number and date of shipment, including the bill of lading
number and weight of shipment if shipped on an ordering activity bill of
lading;

\(vi\) Terms of any discount for prompt payment offered;

\(vii\) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of
       defective invoice; and

\(ix\) Taxpayer Identification Number (TIN). The Contractor shall
include its TIN on the invoice only if required elsewhere in this
contract.

(x) Electronic funds transfer (EFT) banking information.

    A.  The Contractor shall include EFT banking information on the
        invoice only if required elsewhere in this contract.

    B.  If EFT banking information is not required to be on the invoice,
        in order for the invoice to be a proper invoice, the Contractor
        shall have submitted correct EFT banking information in
        accordance with the applicable solicitation provision, contract
        clause (e.g., 52.232-33, Payment by Electronic Funds
        Transfer---Central Contractor Registration, or 52.232-34,
        Payment by Electronic Funds Transfer---Other Than Central
        Contractor Registration), or applicable agency procedures.

    C.  EFT banking information is not required if the ordering activity
        waived the requirement to pay by EFT.

\(2\) Invoices will be handled in accordance with the Prompt Payment Act
(31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt
payment regulations at 5 CFR part 1315.

\(h\) *Patent indemnity*. The Contractor shall indemnify the ordering
activity 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
    ordering activity that have been delivered to the delivery
    destinations set forth in this contract.

```{=html}
<!-- -->
```
(1) Prompt payment. The ordering activity will make payment in
    accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt
    payment regulations at 5 CFR part 1315.

(2) Electronic Funds Transfer (EFT). If the ordering activity makes
    payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(3) 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.

> **[52.212-4 CONTRACT TERMS AND CONDITIONS---COMMERCIAL ITEMS
> (FEB 2007)\
> (DEVIATION) (FEB 2007)(Continued)]{.underline}**

(4) Overpayments. If the Contractor becomes aware of a duplicate
    contract financing or invoice payment or that the ordering activity
    has otherwise overpaid on a contract financing or invoice payment,
    the Contractor shall immediately notify the Contracting Officer and
    request instructions for disposition of the overpayment.

\(j\) *Risk of loss*. Unless the contract specifically provides
otherwise, risk of loss or damage to the supplies provided under this
contract shall remain with the Contractor until, and shall pass to the
ordering activity upon:

\(1\) Delivery of the supplies to a carrier, if transportation is f.o.b.
origin; or

\(2\) Delivery of the supplies to the ordering activity at the
destination specified in the contract, if transportation is f.o.b.
destination.

\(k\) *Taxes*. The contract price includes all applicable Federal,
State, and local taxes and duties.

\(l\) *Termination for the Ordering Activity's convenience*. The
ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity, upon
request, with adequate assurances of future performance. In the event of
termination for cause, the ordering activity shall not be liable to the
Contractor for any amount for supplies or services not accepted, and the
Contractor shall be liable to the ordering activity for any and all
rights and remedies provided by law. If it is determined that the
ordering activity 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 ordering activity
upon acceptance, regardless of when or where the ordering activity 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 ordering
activity 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.

**[52.212-4 CONTRACT TERMS AND CONDITIONS---COMMERCIAL ITEMS (FEB 2007)\
(DEVIATION) (FEB 2007)(Continued)\
\
]{.underline}**(r) *Compliance with laws unique to ordering activity
contracts*. The Contractor agrees to comply with 31 U.S.C. 1352 relating
to limitations on the use of appropriated funds to influence certain
Federal contracts; 18 U.S.C. 431 relating to officials not to benefit;
40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act;
41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C.
2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly
American; and 41 U.S.C. 423 relating to procurement integrity.

\(s\) *Order of precedence*. Any inconsistencies in this solicitation or
contract shall be resolved by giving precedence in the following order:
(1) the schedule of supplies/services; (2) the Assignments, Disputes,
Payments, Invoice, Other Compliances, and Compliance with Laws Unique to
ordering activity Contracts paragraphs of this clause; (3) the clause at
52.212-5; (4) addenda to this solicitation or contract, including any
license agreements for computer software;\
(5) solicitation provisions if this is a solicitation; (6) other
paragraphs of this clause; (7) the Standard Form 1449; (8) other
documents, exhibits, and attachments; and (9) the specification.

\(t\) *Central Contractor Registration (CCR).*

\(1\) Unless exempted by an addendum to this contract, the Contractor is
responsible during performance and through final payment of any contract
for the accuracy and completeness of the data within the CCR database,
and for any liability resulting from the ordering activity's reliance on
inaccurate or incomplete data. To remain registered in the CCR database
after the initial registration, the Contractor is required to review and
update on an annual basis from the date of initial registration or
subsequent updates its information in the CCR database to ensure it is
current, accurate and complete. Updating information in the CCR does not
alter the terms and conditions of this contract and is not a substitute
for a properly executed contractual document.

\(2\) (i) If a Contractor has legally changed its business name, "doing
business as" name, or division name (whichever is shown on the
contract), or has transferred the assets used in performing the
contract, but has not completed the necessary requirements regarding
novation and change-of-name agreements in FAR subpart 42.12, the
Contractor shall provide the responsible Contracting Officer a minimum
of one business day's written notification of its intention to (A)
change the name in the CCR database; (B) comply with the requirements of
subpart 42.12; and (C) agree in writing to the timeline and procedures
specified by the responsible Contracting Officer. The Contractor must
provide with the notification sufficient documentation to support the
legally changed name.

\(ii\) If the Contractor fails to comply with the requirements of
paragraph (t)(2)(i) of this clause, or fails to perform the agreement at
paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly
executed novation or change-of-name agreement, the CCR information that
shows the Contractor to be other than the Contractor indicated in the
contract will be considered to be incorrect information within the
meaning of the "Suspension of Payment" paragraph of the electronic funds
transfer (EFT) clause of this contract.

\(3\) The Contractor shall not change the name or address for EFT
payments or manual payments, as appropriate, in the CCR record to
reflect an assignee for the purpose of assignment of claims (see Subpart
32.8, Assignment of Claims). Assignees shall be separately registered in
the CCR database. Information provided to the Contractor's CCR record
that indicates payments, including those made by EFT, to an ultimate
recipient other than that Contractor will be considered to be incorrect
information within the meaning of the "Suspension of payment" paragraph
of the EFT clause of this contract.

**[52.212-4 CONTRACT TERMS AND CONDITIONS---COMMERCIAL ITEMS (FEB 2007)\
(DEVIATION) (FEB 2007)(Continued)\
]{.underline}**

\(4\) Offerors and Contractors may obtain information on registration
and annual confirmation requirements via the internet at
[http://www.ccr.gov](http://www.ccr.gov/) or by calling\
1-888-227-2423 or 269-961-5757.

#### [ 52.216-18 ORDERING (OCT 1995) (DEVIATION - FEB 2007)]{.underline}

\(a\) 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 Date of Award through Contract expiration date.

\(b\) All delivery orders or task orders are subject to the terms and
conditions of this contract. In the event of conflict between a delivery
order or task order and this contract, the contract shall control.

\(c\) If mailed, a delivery order or task order is considered "issued"
when the ordering activity deposits the order in the mail. Orders may be
issued orally, by facsimile, or by electronic commerce methods only if
authorized in the Schedule.

#### [52.229-1 STATE AND LOCAL TAXES (APR 1984) (DEVIATION --MAY 2003)  ]{.underline}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 ordering activity agrees either to pay the amount of the taxes to the Contractor or provide evidence necessary to sustain an exemption.   [52.229-3 Federal, State, and Local Taxes (APR 2003) (DEVIATION -- FEB 2007)]{.underline} 

\(a\) As used in this clause---

> "After-imposed Federal tax" means any new or increased Federal excise
> tax or duty, or tax that was exempted or excluded on the contract date
> but whose exemption was later revoked or reduced during the contract
> period, on the transactions or property covered by this contract that
> the Contractor is required to pay or bear as the result of
> legislative, judicial, or administrative action taking effect after
> the contract date. It does not include social security tax or other
> employment taxes.
>
> "After-relieved Federal tax" means any amount of Federal excise tax or
> duty, except social security or other employment taxes, that would
> otherwise have been payable on the transactions or property covered by
> this contract, but which the Contractor is not required to pay or
> bear, or for which the Contractor obtains a refund or drawback, as the
> result of legislative, judicial, or administrative action taking
> effect after the contract date.
>
> "All applicable Federal, State, and local taxes and duties" means all
> taxes and duties, in effect on the contract date, that the taxing
> authority is imposing and collecting on the transactions or property
> covered by this contract.
>
> "Contract date" means the date set for bid opening or, if this is a
> negotiated contract or a modification, the effective date of this
> contract or modification.
>
> "Local taxes" includes taxes imposed by a possession or territory of
> the United States, Puerto Rico, or the Northern Mariana Islands, if
> the contract is performed wholly or partly in any of those areas.

\(b\) The contract price includes all applicable Federal, State, and
local taxes and duties.

\(c\) The contract price shall be increased by the amount of any
after-imposed Federal tax, provided the Contractor warrants in writing
that no amount for such newly imposed Federal excise tax or duty or rate
increase was included in the contract price, as a contingency reserve or
otherwise.

\(d\) The contract price shall be decreased by the amount of any
after-relieved Federal tax.

\(e\) The contract price shall be decreased by the amount of any Federal
excise tax or duty, except social security or other employment taxes,
that the Contractor is required to pay or bear, or does not obtain a
refund of, through the Contractor's fault, negligence, or failure to
follow instructions of the Contracting Officer.

**[52.229-3 Federal, State, and Local Taxes (APR 2003) (DEVIATION -- FEB
2007)(Continued)]{.underline}**

\(f\) No adjustment shall be made in the contract price under this
clause unless the amount of the adjustment exceeds \$250.

\(g\) The Contractor shall promptly notify the Contracting Officer of
all matters relating to any Federal excise tax or duty that reasonably
may be expected to result in either an increase or decrease in the
contract price and shall take appropriate action as the Contracting
Officer directs.

\(h\) The ordering activity shall, without liability, furnish evidence
appropriate to establish exemption from any Federal, State, or local tax
when the Contractor requests such evidence and a reasonable basis exists
to sustain the exemption.

**[52.232-17 INTEREST (JUN 1996) (DEVIATION -- MAY 2003)]{.underline}**

\(a\) Except as otherwise provided in this contract under a Price
Reduction for Defective 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 Section 12
of the Contract Disputes Act of 1978 (Public Law 95‑563), which is
applicable to the period in which the amount becomes due, as provided in
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.

#### [52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984) (DEVIATION - MAY 2003)]{.underline}

Funds are not presently available for performance under this contract
beyond \*\_\_\_\_\_\_\*. The ordering activity's obligation for
performance of this contract beyond that date is contingent upon the
availability of appropriated funds from which payment for contract
purposes can be made. No legal liability on the part of the ordering
activity for any payment may arise for performance under this contract
beyond \*\_\_\_\_\_\_\*, until funds are made available to the
Contracting Officer for performance and until the Contractor receives
notice of availability, to be confirmed in writing by the Contracting
Officer.

#### [52.232-34 Payment by Electronic Funds Transfer---Other than Central Contractor Registration (MAY 1999) (DEVIATION -- FEB 2007)]{.underline}

\(a\) Method of payment.

(1) All payments by the ordering activity 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 ordering activity 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 ordering activity to extend payment due dates until
such time as the ordering activity makes payment by EFT (but see
paragraph (d) of this clause).

\(b\) Mandatory submission of Contractor\'s EFT information.

(1) The Contractor is required to provide the ordering activity with the
information required to make payment by EFT (see paragraph (j) of this
clause). The Contractor shall provide this information directly to the
office designated in this contract to receive that information
(hereafter: "designated office") by \*\_\_\_\_\_\_\*. If not otherwise
specified in this contract, the payment office is the designated office
for receipt of the Contractor's EFT information. If more than one
designated office is named for the contract, the Contractor shall
provide a separate notice to each office. In the event that the EFT
information changes, the Contractor shall be responsible for providing
the updated information to the designated office(s).

(2) If the Contractor provides EFT information applicable to multiple
contracts, the Contractor shall specifically state the applicability of
this EFT information in terms acceptable to the designated office.
However, EFT information supplied to a designated office shall be
applicable only to contracts that identify that designated office as the
office to receive EFT information for that contract.

\(c\) Mechanisms for EFT payment. The ordering activity 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.

(1) The ordering activity is not required to make any payment under this
contract until after receipt, by the designated office, of the correct
EFT payment information from the Contractor. Until receipt of the
correct EFT information, 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.

(2) If the EFT information changes after submission of correct EFT
information, the ordering activity shall begin using the changed EFT
information no later than 30 days after its receipt by the designated
office to the extent payment is made by EFT. However, the Contractor may
request that no further payments be made until the updated EFT
information is implemented by the payment office. If such suspension
would result in a late payment under the prompt payment terms of this
contract, the Contractor's request for suspension shall extend the due
date for payment by the number of days of the suspension.

**[52.232-34 Payment by Electronic Funds Transfer---Other than Central
Contractor Registration (MAY 1999) (DEVIATION -- FEB
2007)(Continued)]{.underline}**

\(e\) Liability for uncompleted or erroneous transfers.

(1) If an uncompleted or erroneous transfer occurs because the ordering
activity used the Contractor's EFT information incorrectly, the ordering
activity 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 ordering activity 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 ordering activity 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
ordering activity shall not make payment and the provisions of
paragraph (d) 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 provide the EFT information
required by paragraph (j) of this clause to the designated office, and
shall be paid by EFT in accordance with the terms of this clause. 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 ordering
activity, is incorrect EFT information within the meaning of
paragraph (d) of this clause.

\(h\) Liability for change of EFT information by financial agent. The
ordering activity is not liable for errors resulting from changes to EFT
information provided 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 ordering activity 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 ordering activity 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 ordering activity. If the
ordering activity makes payment by check in accordance with
paragraph (a) of this clause, the ordering activity shall mail the
payment information to the remittance address in the contract.

**[52.232-34 Payment by Electronic Funds Transfer---Other than Central
Contractor Registration (MAY 1999) (DEVIATION -- FEB
2007)(Continued)]{.underline}**

\(j\) EFT information. The Contractor shall provide the following
information to the designated office. The Contractor may supply this
data for this or multiple contracts (see paragraph (b) of this clause).
The Contractor shall designate a single financial agent per contract
capable of receiving and processing the EFT information using the EFT
methods described in paragraph (c) of this clause.

\(1\) The contract number (or other procurement identification number).

(2) The Contractor's name and remittance address, as stated in the
contract(s).

(3) The signature (manual or electronic, as appropriate), title, and
telephone number of the Contractor official authorized to provide this
information.

(4) The name, address, and 9-digit Routing Transit Number of the
Contractor's financial agent.

(5) The Contractor's account number and the type of account (checking,
saving, or lockbox).

(6) If applicable, the Fedwire Transfer System telegraphic abbreviation
of the Contractor's financial agent.

(7) If applicable, the Contractor shall also provide the name, address,
telegraphic abbreviation, and 9-digit Routing Transit Number of the
correspondent financial institution receiving the wire transfer payment
if the Contractor's financial agent is not directly on-line to the
Fedwire Transfer System; and, therefore, not the receiver of the wire
transfer payment.

**[52.232-36 PAYMENT BY THIRD PARTY (MAY 1999)(DEVIATION --MAY
2003)]{.underline}**

\(a\) General. The Contractor agrees to accept payments due under this
contract, through payment by a third party in lieu of payment directly
from the ordering activity, in accordance with the terms of this clause.
The third party and, if applicable, the particular credit card to be
used are identified elsewhere in this contract.

\(b\) Contractor payment request. 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
clauses providing for payment to the Contractor, the Contractor shall
make such payment requests through a charge to the ordering activity
account with the third party, at the time and for the amount due in
accordance with the terms of this contract.

\(c\) Payment. The Contractor and the third party shall agree that
payments due under this contract shall be made upon submittal of payment
requests to the third party in accordance with the terms 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
ordering activity and are not subject to the Prompt Payment Act or any
implementation thereof in this contract.

\(d\) Documentation. Documentation of each charge against the ordering
activities' account shall be provided to the Contracting Officer upon
request.

**[52.232-36 PAYMENT BY THIRD PARTY (MAY 1999)(DEVIATION --MAY
2003)(Continued)]{.underline}**

\(e\) 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, as amended, 31 U.S.C. 3727, 41 U.S.C. 15.

\(f\) 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.

[**52.237-3 CONTINUITY OF SERVICES (JAN 1991)(DEVIATION -- MAY 2003)**\
]{.underline}

\(a\) The Contractor recognizes that the services under this contract
are vital to the ordering activity and must be continued without
interruption and that, upon contract expiration, a successor, either the
ordering activity 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.

#### [52.246-4 INSPECTION OF SERVICES---FIXED-PRICE (AUG 1996)(DEVIATION - MAY 2003) ]{.underline}

\(a\) 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

\(2\) Terminate the contract for default.

**[52.247-34 F.O.B. DESTINATION (NOV 1991) (DEVIATION -- MAY 2003)\
]{.underline}**

\(a\) The term \"f.o.b. destination,\" as used in this clause, means---

\(1\) Free of expense to the ordering activity, 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 ordering activity 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 ordering activity 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---

\(1\) (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) (DEVIATION -- FEB 2007) ]{.underline}

\(a\) The term "f.o.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

(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.