RFP98-1

SECTION E

REFERENCED CLAUSES

52.246-2 INSPECTION OF SUPPLIES - FIXED-PRICE. (AUG 1996)

\(a\) Definition. \"Supplies,\" as used in this clause, includes but is
not limited to raw materials, components, intermediate assemblies, end
products, and lots of supplies.

\(b\) The Contractor shall provide and maintain an inspection system
acceptable to the Government covering supplies under this contract and
shall tender to the Government for acceptance only supplies that have
been inspected in accordance with the inspection system and have been
found by the Contractor to be in conformity with contract requirements.
As part of the system, the Contractor shall prepare records evidencing
all inspections made under the system and the outcome. These records
shall be kept complete and made available to the Government during
contract performance and for as long afterwards as the contract
requires. The Government may perform reviews and evaluations as
reasonably necessary to ascertain compliance with this paragraph. These
reviews and evaluations shall be conducted in a manner that will not
unduly delay the contract work. The right of review, whether exercised
or not, does not relieve the Contractor of the obligations under the
contract.

\(c\) The Government has the right to inspect and test all supplies
called for by the contract, to the extent practicable, at all places and
times, including the period of manufacture, and in any event before
acceptance. The Government shall perform inspections and tests in a
manner that will not unduly delay the work. The Government assumes no
contractual obligation to perform any inspection and test for the
benefit of the Contractor unless specifically set forth elsewhere in
this contract.

\(d\) If the Government performs inspection or test 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. Except as otherwise provided in
the contract, the Government shall bear the expense of Government
inspections or tests made at other than the Contractor\'s or
subcontractor\'s premises; provided, that in case of rejection, the
Government shall not be liable for any reduction in the value of
inspection or test samples.

\(e\) When supplies are not ready at the time specified by the
Contractor for inspection or test:

\(1\) the Contracting Officer may charge to the Contractor the
additional cost of inspection or test.

\(2\) The Contracting Officer may also charge the Contractor for any
additional cost of inspection or test when prior rejection makes
reinspection or retest necessary.

\(f\) The Government has the right either to reject or to require
correction of nonconforming supplies. Supplies are nonconforming when
they are defective in material or workmanship or are otherwise not in
conformity with contract requirements. The Government may reject
nonconforming supplies with or without disposition instructions.

\(g\) The Contractor shall remove supplies rejected or required to be
corrected. However, the Contracting Officer may require or permit
correction in place, promptly after notice, by and at the expense of the
Contractor. The Contractor shall not tender for acceptance corrected or
rejected supplies without disclosing the former rejection or requirement
for correction, and, when required, shall disclose the corrective action
taken.

\(h\) If the Contractor fails to promptly remove, replace, or correct
rejected supplies that are required to be removed or to be replaced or
corrected, the Government may either:

\(1\) by contract or otherwise, remove, replace, or correct the supplies
and charge the cost to the Contractor; or

\(2\) terminate the contract for default. Unless the Contractor corrects
or replaces the supplies within the delivery schedule, the Contracting
Officer may require their delivery and make an equitable price
reduction. Failure to agree to a price reduction shall be a dispute.

\(i\) If this contract provides for the performance of Government
quality assurance at source, and:

\(1\) if requested by the Government, the Contractor shall furnish
advance notification of the time:

\(i\) when Contractor inspection or tests will be performed in
accordance with the terms and conditions of the contract; and

\(ii\) when the supplies will be ready for Government inspection.

\(2\) The Governments request shall specify the period and method of the
advance notification and the Government representative to whom it shall
be furnished. Requests shall not require more than 2 workdays of advance
notification if the Government representative is in residence in the
Contractor\'s plant, nor more than 7 workdays in other instances.

\(j\) The Government shall accept or reject supplies as promptly as
practicable after delivery, unless otherwise provided in the contract.
Government failure to inspect and accept or reject the supplies shall
not relieve the Contractor from responsibility, nor impose liability on
the Government, for nonconforming supplies.

\(k\) Inspections and tests by the Government do not relieve the
Contractor of responsibility for defects or other failures to meet
contract requirements discovered before acceptance. Acceptance shall be
conclusive, except for latent defects, fraud, gross mistakes amounting
to fraud, or as otherwise provided in the contract.

\(l\) If acceptance is not conclusive for any of the reasons in
paragraph (k) hereof, the Government, in addition to any other rights
and remedies provided by law, or under other provisions of this
contract, shall have the right to require the Contractor:

\(1\) at no increase in contract price, to correct or replace the
defective or nonconforming supplies at the original point of delivery or
at the Contractor\'s plant at the Contracting Officer\'s election, and
in accordance with a reasonable delivery schedule as may be agreed upon
between the Contractor and the Contracting Officer; provided, that the
Contracting Officer may require a reduction in contract price if the
Contractor fails to meet such delivery schedule; or

\(2\) within a reasonable time after receipt by the Contractor of notice
of defects or nonconformance, to repay such portion of the contract as
is equitable under the circumstances if the Contracting Officer elects
not to require correction or replacement. When supplies are returned to
the Contractor, the Contractor shall bear the transportation cost from
the original point of delivery to the Contractor\'s plant and return to
the original point when that point is not the Contractor\'s plant. If
the Contractor fails to perform or act as required in (1) or (2) above
and does not cure such failure within a period of 10 days (or such
longer period as the Contracting Officer may authorize in writing) after
receipt of notice from the Contracting Officer specifying such failure,
the Government shall have the right by contract or otherwise to replace
or correct such supplies and charge to the Contractor the cost
occasioned the Government thereby.

52.246-4 INSPECTION OF SERVICES - FIXED-PRICE. (AUG 1996)

\(a\) Definitions.

\"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 Government covering the services under this contract.
Complete records of all inspection work performed by the Contractor
shall be maintained and made available to the Government during contract
performance and for as long afterwards as the contract requires.

\(c\) The Government 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 Government shall perform
inspections and tests in a manner that will not unduly delay the work.

\(d\) If the Government 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 Government 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 Government 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 Government may:

\(1\) by contract or otherwise, perform the services and charge to the
Contractor any cost incurred by the Government that is directly related
to the performance of such service; or

\(2\) terminate the contract for default.

RFP98-1

SECTION I

REFERENCED CLAUSES

52.202-1 DEFINITIONS. (OCT 1995)

\(a\) \"Head of the agency\" (also called \"agency head\") or
\"Secretary\" means the Secretary (or Attorney General, Administrator,
Governor, Chairperson, or other chief official, as appropriate) of the
agency, including any deputy or assistant chief official of the agency,
and the term \"authorized representative\" means any person, persons, or
board (other than the Contracting Officer) authorized to act for the
head of the agency or Secretary.

\(b\) Commercial component means any component that is a commercial
item.

\(c\) Commercial item means\--

\(1\) Any item, other than real property, that is of a type customarily
used for nongovernmental purposes and that\--

\(i\) Has been sold, leased, or licensed to the general public; or

\(ii\) Has been offered for sale, lease, or license to the general
public;

\(2\) Any item that evolved from an item described in paragraph (c)(1)
of this clause through advances in technology or performance and that is
not yet available in the commercial marketplace, but will be available
in the commercial marketplace in time to satisfy the delivery
requirements under a Government solicitation;

\(3\) Any item that would satisfy a criterion expressed in paragraphs
(c)(1) or (c)(2) of this clause, but for\--

\(i\) Modifications of a type customarily available in the commercial
marketplace; or

\(ii\) Minor modifications of a type not customarily available in the
commercial marketplace made to meet Federal Government requirements.
\`\`Minor\'\' modifications means modifications that do not
significantly alter the nongovernmental function or essential physical
characteristics of an item or component, or change the purpose of a
process. Factors to be considered in determining whether a modification
is minor include the value and size of the modification and the
comparative value and size of the final product. Dollar values and
percentages may be used as guideposts, but are not conclusive evidence
that a modification is minor;

\(4\) Any combination of items meeting the requirements of paragraphs
(c)(1), (2), (3), or (5) of this clause that are of a type customarily
combined and sold in combination to the general public;

\(5\) Installation services, maintenance services, repair services,
training services, and other services if such services are procured for
support of an item referred to in paragraphs (c)(1), (2), (3), or (4) of
this clause, and if the source of such services\--

\(i\) Offers such services to the general public and the Federal
Government contemporaneously and under similar terms and conditions; and

\(ii\) Offers to use the same work force for providing the Federal
Government with such services as the source uses for providing such
services to the general public;

\(6\) Services of a type offered and sold competitively in substantial
quantities in the commercial marketplace based on established catalog or
market prices for specific tasks performed under standard commercial
terms and conditions. This does not include services that are sold based
on hourly rates without an established catalog or market price for a
specific service performed;

\(7\) Any item, combination of items, or service referred to in
subparagraphs (c)(1) through (c)(6), notwithstanding the fact that the
item, combination of items, or service is transferred between or among
separate divisions, subsidiaries, or affiliates of a Contractor; or

\(8\) A nondevelopmental item, if the procuring agency determines the
item was developed exclusively at private expense and sold in
substantial quantities, on a competitive basis, to multiple State and
local Governments.

\(d\) Component means any item supplied to the Federal Government as
part of an end item or of another component.

\(e\) Nondevelopmental item means\--

\(1\) Any previously developed item of supply used exclusively for
governmental purposes by a Federal agency, a State or local government,
or a foreign government with which the United States has a mutual
defense cooperation agreement;

\(2\) Any item described in paragraph (e)(1) of this definition that
requires only minor modification or modifications of a type customarily
available in the commercial marketplace in order to meet the
requirements of the procuring department or agency; or

\(3\) Any item of supply being produced that does not meet the
requirements of paragraph (e)(1) or (e)(2) solely because the item is
not yet in use.

\(f\) \"Contracting Officer\" means a person with the authority to enter
into, administer, and/or terminate contracts and make related
determinations and findings. The term includes certain authorized
representatives of the Contracting Officer acting within the limits of
their authority as delegated by the Contracting Officer.

\(g\) Except as otherwise provided in this contract, the term
\"subcontracts\" includes, but is not limited to, purchase orders and
changes and modifications to purchase orders under this contract.

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.

52.203-5 COVENANT AGAINST CONTINGENT FEES. (APR 1984)

\(a\) The Contractor warrants that no person or agency has been employed
or retained to solicit or obtain this contract upon an agreement or
understanding for a contingent fee, except a bona fide employee or
agency. For breach or violation of this warranty, the Government shall
have the right to annul this contract without liability or, in its
discretion, to deduct from the contract price or consideration, or
otherwise recover, the full amount of the contingent fee.

\(b\) \"Bona fide agency,\" as used in this clause, means an established
commercial or selling agency, maintained by a contractor for the purpose
of securing business, that neither exerts nor proposes to exert improper
influence to solicit or obtain Government contracts nor holds itself out
as being able to obtain any Government contract or contracts through
improper influence.

\"Bona fide employee,\" as used in this clause, means a person, employed
by a contractor and subject to the contractor\'s supervision and control
as to time, place, and manner of performance, who neither exerts nor
proposes to exert improper influence to solicit or obtain Government
contracts nor holds out as being able to obtain any Government contract
or contracts through improper influence.

\"Contingent fee\", as used in this clause, means any commission,
percentage, brokerage, or other fee that is contingent upon the success
that a person or concern has in securing a Government contract.

\"Improper influence,\" as used in this clause, means any influence that
induces or tends to induce a Government employee or officer to give
consideration or to act regarding a Government contract on any basis
other than the merits of the matter.

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT. (JUL
1995)

\(a\) Except as provided in (b) below, the Contractor shall not enter
into any agreement with an actual or prospective subcontractor, nor
otherwise act in any manner, which has or may have the effect of
restricting sales by such subcontractors directly to the Government of
any item or process (including computer software) made or furnished by
the subcontractor under this contract or under any follow-on production
contract.

\(b\) The prohibition in (a) above does not preclude the Contractor from
asserting rights that are otherwise authorized by law or regulation.

\(c\) The Contractor agrees to incorporate the substance of this clause,
including this paragraph (c), in all subcontracts under this contract
which exceed \$100,000.

52.203-7 ANTI-KICKBACK PROCEDURES. (JUL 1995)

\(a\) Definitions.

\"Kickback,\" as used in this clause, means any money, fee, commission,
credit, gift, gratuity, thing of value, or compensation of any kind
which is provided, directly or indirectly, to any prime Contractor,
prime Contractor employee, subcontractor, or subcontractor employee for
the purpose of improperly obtaining or rewarding favorable treatment in
connection with a prime contract or in connection with a subcontract
relating to a prime contract.

\"Person,\" as used in this clause, means a corporation, partnership,
business association of any kind, trust, joint-stock company, or
individual.

\"Prime contract,\" as used in this clause, means a contract or
contractual action entered into by the United States for the purpose of
obtaining supplies, materials, equipment, or services of any kind.

\"Prime Contractor,\" as used in this clause, means a person who has
entered into a prime contract with the United States.

\"Prime Contractor employee,\" as used in this clause, means any
officer, partner, employee, or agent of a prime Contractor.

\"Subcontract,\" as used in this clause, means a contract or contractual
action entered into by a prime Contractor or subcontractor for the
purpose of obtaining supplies, materials, equipment, or services of any
kind under a prime contract.

\"Subcontractor,\" as used in this clause, (1) means any person, other
than the prime Contractor, who offers to furnish or furnishes any
supplies, materials, equipment, or services of any kind under a prime
contract or a subcontract entered into in connection with such prime
contract, and (2) includes any person who offers to furnish or furnishes
general supplies to the prime Contractor or a higher tier subcontractor.

\"Subcontractor employee,\" as used in this clause, means any officer,
partner, employee, or agent of a subcontractor.

\(b\) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act),
prohibits any person from -

\(1\) Providing or attempting to provide or offering to provide any
kickback;

\(2\) Soliciting, accepting, or attempting to accept any kickback; or

\(3\) Including, directly or indirectly, the amount of any kickback in
the contract price charged by a prime Contractor to the United States or
in the contract price charged by a subcontractor to a prime Contractor
or higher tier subcontractor.

(c)(1) The Contractor shall have in place and follow reasonable
procedures designed to prevent and detect possible violations described
in paragraph (b) of this clause in its own operations and direct
business relationships.

\(2\) When the Contractor has reasonable grounds to believe that a
violation described in paragraph (b) of this clause may have occurred,
the Contractor shall promptly report in writing the possible violation.
Such reports shall be made to the inspector general of the contracting
agency, the head of the contracting agency if the agency does not have
an inspector general, or the Department of Justice.

\(3\) The Contractor shall cooperate fully with any Federal agency
investigating a possible violation described in paragraph (b) of this
clause.

\(4\) The Contracting Officer may (i) offset the amount of the kickback
against any monies owed by the United States under the prime contract
and/or (ii) direct that the Prime Contractor withhold, from sums owed a
subcontractor under the prime contract, the amount of any kickback. The
Contracting Officer may order the monies withheld under subdivision
(c)(4)(ii) of this clause be paid over to the Government unless the
Government has already offset those monies under subdivision (c)(4)(i)
of this clause. In either case, the Prime Contractor shall notify the
Contracting Officer when the monies are withheld.

\(5\) The Contractor agrees to incorporate the substance of this clause,
including this subparagraph (c)(5) but excepting subparagraph (c)(1), in
all subcontracts under this contract which exceed \$100,000.

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY. (JAN
1997)

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

\(b\) The price or fee reduction referred to in paragraph (a) of this
clause shall be:

\(1\) For cost-plus-fixed-fee contracts, the amount of the fee specified
in the contract at the time of award;

\(2\) For cost-plus-incentive-fee contracts, the target fee specified in
the contract at the time of award, notwithstanding any minimum fee or
\"fee floor\" specified in the contract.

\(3\) For cost-plus-award-fee contracts:

\(i\) The base fee established in the contract at the time of contract
award;

\(ii\) If no base fee is specified in the contract, 30 percent of the
amount of each award fee otherwise payable to the Contractor for each
award fee evaluation period or at each award fee determination point.

\(4\) For fixed-price-incentive contracts, the Government may:

\(i\) Reduce the contract target price and contract target profit both
by an amount equal to the initial target profit specified in the
contract at the time of contract award; or

\(ii\) If an immediate adjustment to the contract target price and
contract target profit would have a significant adverse impact on the
incentive price revision relationship under the contract, or adversely
affect the contract financing provisions, the Contracting Officer may
defer such adjustment until establishment of the total final price of
the contract. The total final price established in accordance with the
incentive price revision provisions of the contract shall be reduced by
an amount equal to the initial target profit specified in the contract
at the time of contract award and such reduced price shall be the total
final contract price.

\(5\) For firm-fixed-price contracts, by 10 percent of the initial
contract price or a profit amount determined by the Contracting Officer
from records or documents in existence prior to the date of the contract
award.

\(c\) The Government may, at its election, reduce a prime contractor\'s
price or fee in accordance with the procedures of paragraph (b) of this
clause for violations of the Act by its subcontractors by an amount not
to exceed the amount of profit or fee reflected in the subcontract at
the time the subcontract was first definitively priced.

\(d\) In addition to the remedies in paragraphs (a) and (c) of this
clause, the Government may terminate this contract for default. The
rights and remedies of the Government specified herein are not
exclusive, and are in addition to any other rights and remedies provided
by law or under this contract.

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS. (JAN 1990)

\(a\) Definitions.

\"Agency,\" as used in this clause, means executive agency as defined in
2.101.

\"Covered Federal action,\" as used in this clause, means any of the
following Federal actions:

\(a\) The awarding of any Federal contract.

\(b\) The making of any Federal grant.

\(c\) The making of any Federal loan.

\(d\) The entering into of any cooperative agreement.

\(e\) The extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan, or cooperative agreement.

\"Indian tribe\" and \"tribal organization,\" as used in this clause,
have the meaning provided in section 4 of the Indian Self-Determination
and Education Assistance Act (25 U.S.C. 450B) and include Alaskan
Natives.

\"Influencing or attempting to influence,\" as used in this clause,
means making, with the intent to influence, any communication to or
appearance before an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any covered Federal action.

\"Local government,\" as used in this clause, means a unit of government
in a State and, if chartered, established, or otherwise recognized by a
State for the performance of a governmental duty, including a local
public authority, a special district, an intrastate district, a council
of governments, a sponsor group representative organization, and any
other instrumentality of a local government.

\"Officer or employee of an agency,\" as used in this clause, includes
the following individuals who are employed by an agency:

\(a\) An individual who is appointed to a position in the Government
under title 5, United States Code, including a position under a
temporary appointment.

\(b\) A member of the uniformed services, as defined in subsection
101(3), title 37, United States Code.

\(c\) A special Government employee, as defined in section 202, title
18, United States Code.

\(d\) An individual who is a member of a Federal advisory committee, as
defined by the Federal Advisory Committee Act, title 5, United States
Code, appendix 2.

\"Person,\" as used in this clause, means an individual, corporation,
company, association, authority, firm, partnership, society, State, and
local government, regardless of whether such entity is operated for
profit, or not for profit. This term excludes an Indian tribe, tribal
organization, or any other Indian organization with respect to
expenditures specifically permitted by other Federal law.

\"Reasonable compensation,\" as used in this clause, means, with respect
to a regularly employed officer or employee of any person, compensation
that is consistent with the normal compensation for such officer or
employee for work that is not furnished to, not funded by, or not
furnished in cooperation with the Federal Government.

\"Reasonable payment,\" as used in this clause, means, with respect to
professional and other technical services, a payment in an amount that
is consistent with the amount normally paid for such services in the
private sector.

\"Recipient,\" as used in this clause, includes the Contractor and all
subcontractors. This term excludes an Indian tribe, tribal organization,
or any other Indian organization with respect to expenditures
specifically permitted by other Federal law.

\"Regularly employed,\" as used in this clause, means, with respect to
an officer or employee of a person requesting or receiving a Federal
contract, an officer or employee who is employed by such person for at
least 130 working days within 1 year immediately preceding the date of
the submission that initiates agency consideration of such person for
receipt of such contract. An officer or employee who is employed by such
person for less than 130 working days within 1 year immediately
preceding the date of the submission that initiates agency consideration
of such person shall be considered to be regularly employed as soon as
he or she is employed by such person for 130 working days.

\"State,\" as used in this clause, means a State of the United States,
the District of Columbia, the Commonwealth of Puerto Rico, a territory
or possession of the United States, an agency or instrumentality of a
State, and multi-State, regional, or interstate entity having
governmental duties and powers.

\(b\) Prohibitions. (1) Section 1352 of title 31, United States Code,
among other things, prohibits a recipient of a Federal contract, grant,
loan, or cooperative agreement from using appropriated funds to pay any
person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with any of the
following covered Federal actions: the awarding of any Federal contract;
the making of any Federal grant; the making of any Federal loan; the
entering into of any cooperative agreement; or the modification of any
Federal contract, grant, loan, or cooperative agreement.

\(2\) The Act also requires Contractors to furnish a disclosure if any
funds other than Federal appropriated funds (including profit or fee
received under a covered Federal transaction) have been paid, or will be
paid, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with a Federal contract, grant, loan, or cooperative
agreement.

\(3\) The prohibitions of the Act do not apply under the following
conditions:

\(i\) Agency and legislative liaison by own employees.

\(A\) The prohibition on the use of appropriated funds, in subparagraph
(b)(1) of this clause, does not apply in the case of a payment of
reasonable compensation made to an officer or employee of a person
requesting or receiving a covered Federal action if the payment is for
agency and legislative liaison activities not directly related to a
covered Federal action.

\(B\) For purposes of subdivision (b)(3)(i)(A) of this clause, providing
any information specifically requested by an agency or Congress is
permitted at any time.

\(C\) The following agency and legislative liaison activities are
permitted at any time where they are not related to a specific
solicitation for any covered Federal action:

\(1\) Discussing with an agency the qualities and characteristics
(including individual demonstrations) of the person\'s products or
services, conditions or terms of sale, and service capabilities.

\(2\) Technical discussions and other activities regarding the
application or adaptation of the person\'s products or services for an
agency\'s use.

\(D\) The following agency and legislative liaison activities are
permitted where they are prior to formal solicitation of any covered
Federal action -

\(1\) Providing any information not specifically requested but necessary
for an agency to make an informed decision about initiation of a covered
Federal action;

\(2\) Technical discussions regarding the preparation of an unsolicited
proposal prior to its official submission; and

\(3\) Capability presentations by persons seeking awards from an agency
pursuant to the provisions of the Small Business Act, as amended by Pub.
L. 95-507, and subsequent amendments.

\(E\) Only those services expressly authorized by subdivision
(b)(3)(i)(A) of this clause are permitted under this clause.

\(ii\) Professional and technical services. (A) The prohibition on the
use of appropriated funds, in subparagraph (b)(1) of this clause, does
not apply in the case of -

\(1\) A payment of reasonable compensation made to an officer or
employee of a person requesting or receiving a covered Federal action or
an extension, continuation, renewal, amendment, or modification of a
covered Federal action, if payment is for professional or technical
services rendered directly in the preparation, submission, or
negotiation of any bid, proposal, or application for that Federal action
or for meeting requirements imposed by or pursuant to law as a condition
for receiving that Federal action.

\(2\) Any reasonable payment to a person, other than an officer or
employee of a person requesting or receiving a covered Federal action or
an extension, continuation, renewal, amendment, or modification of a
covered Federal action if the payment is for professional or technical
services rendered directly in the preparation, submission, or
negotiation of any bid, proposal, or application for that Federal action
or for meeting requirements imposed by or pursuant to law as a condition
for receiving that Federal action. Persons other than officers or
employees of a person requesting or receiving a covered Federal action
include consultants and trade associations.

\(B\) For purposes of subdivision (b)(3)(ii)(A) of this clause,
professional and technical services shall be limited to advice and
analysis directly applying any professional or technical discipline. For
example, drafting of a legal document accompanying a bid or proposal by
a lawyer is allowable.

Similarly, technical advice provided by an engineer on the performance
or operational capability of a piece of equipment rendered directly in
the negotiation of a contract is allowable. However, communications with
the intent to influence made by a professional (such as a licensed
lawyer) or a technical person (such as a licensed accountant) are not
allowable under this section unless they provide advice and analysis
directly applying their professional or technical expertise and unless
the advice or analysis is rendered directly and solely in the
preparation, submission or negotiation of a covered Federal action.
Thus, for example, communications with the intent to influence made by a
lawyer that do not provide legal advice or analysis directly and solely
related to the legal aspects of his or her clients\'s proposal, but
generally advocate one proposal over another are not allowable under
this section because the lawyer is not providing professional legal
services. Similarly, communications with the intent to influence made by
an engineer providing an engineering analysis prior to the preparation
or submission of a bid or proposal are not allowable under this section
since the engineer is providing technical services but not directly in
the preparation, submission or negotiation of a covered Federal action.

\(C\) Requirements imposed by or pursuant to law as a condition for
receiving a covered Federal award include those required by law or
regulation and any other requirements in the actual award documents.

\(D\) Only those services expressly authorized by subdivisions
(b)(3)(ii)(A) (1) and (2) of this clause are permitted under this
clause.

\(E\) The reporting requirements of FAR 3.803(a) shall not apply with
respect to payments of reasonable compensation made to regularly
employed officers or employees of a person.

\(c\) Disclosure. (1) The Contractor who requests or receives from an
agency a Federal contract shall file with that agency a disclosure form,
OMB standard form LLL, Disclosure of Lobbying Activities, if such person
has made or has agreed to make any payment using nonappropriated funds
(to include profits from any covered Federal action), which would be
prohibited under subparagraph (b)(1) of this clause, if paid for with
appropriated funds.

\(2\) The Contractor shall file a disclosure form at the end of each
calendar quarter in which there occurs any event that materially affects
the accuracy of the information contained in any disclosure form
previously filed by such person under subparagraph (c)(1) of this
clause. An event that materially affects the accuracy of the information
reported includes -

\(i\) A cumulative increase of \$25,000 or more in the amount paid or
expected to be paid for influencing or attempting to influence a covered
Federal action; or

\(ii\) A change in the person(s) or individual(s) influencing or
attempting to influence a covered Federal action; or

\(iii\) A change in the officer(s), employee(s), or Member(s) contacted
to influence or attempt to influence a covered Federal action.

\(3\) The Contractor shall require the submittal of a certification, and
if required, a disclosure form by any person who requests or received
any subcontract exceeding \$100,000 under the Federal contract.

\(4\) All subcontractor disclosure forms (but not certifications) shall
be forwarded from tier to tier until received by the prime Contractor.
The prime Contractor shall submit all disclosures to the Contracting
Officer at the end of the calendar quarter in which the disclosure form
is submitted by the subcontractor. Each subcontractor certification
shall be retained in the subcontract file of the awarding Contractor.

\(d\) Agreement. The Contractor agrees not to make any payment
prohibited by this clause.

\(e\) Penalties. (1) Any person who makes an expenditure prohibited
under paragraph (a) of this clause or who fails to file or amend the
disclosure form to be filed or amended by paragraph (b) of this clause
shall be subject to civil penalties as provided for by 31 U.S.C. 1352.
An imposition of a civil penalty does not prevent the Government from
seeking any other remedy that may be applicable.

\(2\) Contractors may rely without liability on the representation made
by their subcontractors in the certification and disclosure form.

\(f\) Cost allowability. Nothing in this clause makes allowable or
reasonable any costs which would otherwise be unallowable or
unreasonable. Conversely, costs made specifically unallowable by the
requirements in this clause will not be made allowable under any other
provision.

52.209-6 PROTECTING THE GOVERNMENT\'S INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT. (JUL 1995)

\(a\) The Government suspends or debars Contractors to protect the
Government\'s interests. The Contractor shall not enter into any
subcontract in excess of the \$25,000 with a Contractor that is
debarred, suspended, or proposed for debarment unless there is a
compelling reason to do so.

\(b\) The Contractor shall require each proposed first-tier
subcontractor, whose subcontract will exceed \$25,000, to disclose to
the Contractor, in writing, whether as of the time of award of the
subcontract, the subcontractor, or its principles, is or is not
debarred, suspended, or proposed for debarment by the Federal
Government.

\(c\) A corporate officer or a designee of the Contractor shall notify
the Contracting Officer, in writing, before entering into a subcontract
with a party that is debarred, suspended, or proposed for debarment (see
FAR 9.404 for information on the List of Parties Excluded from Federal
Procurement and Nonprocurement Programs). The notice must include the
following:

\(1\) The name of the subcontractor.

\(2\) The Contractor\'s knowledge of the reasons for the subcontractor
being on the List of Parties Excluded from Federal Procurement and
Nonprocurement Programs.

\(3\) The compelling reason(s) for doing business with the subcontractor
notwithstanding its inclusion on the List of Parties Excluded from
Federal Procurement and Nonprocurement Programs.

\(4\) The systems and procedures the Contractor has established to
ensure that it is fully protecting the Government\'s interests when
dealing with such subcontractor in view of the specific basis for the
party\'s debarment, suspension, or proposed debarment.

52.213-2 INVOICES. (APR 1984)

The Contractor\'s invoices must be submitted before payment can be made.
The Contractor will be paid on the basis of the invoice, which must
state:

\(a\) the starting and ending dates of the subscription delivery; and

\(b\) either that orders have been placed in effect for the addressees
required, or that the orders will be placed in effect upon receipt of
payment.

52.215-26 INTEGRITY OF UNIT PRICES. (FEB 1997) \-- ALTERNATE I (APR
1991)

\(a\) Any proposal submitted for the negotiation of prices for items of
supplies shall distribute costs within contracts on a basis that ensures
that unit prices are in proportion to the items\' base costs (e.g.,
manufacturing or acquisition costs). Any method of distributing costs to
line items that distorts unit prices shall not be used. For example,
distributing costs equally among line items is not acceptable except
when there is little or no variation in base cost. Nothing in this
paragraph requires submission of cost or pricing data not otherwise
required by law or regulation.

\(b\) The requirement in paragraph (a) of this clause does not apply to
any contract or subcontract item of supply for which the unit price is,
or is based on, an established catalog or market price for a commercial
item sold in substantial quantities to the general public. A price is
based on a catalog or market price only if the item being purchased is
sufficiently similar to the catalog or market price commercial item to
ensure that any difference in price can be identified and justified
without resort to cost analysis.

\(c\) The Offeror/Contractor shall also identify those supplies which it
will not manufacture or to which it will not contribute significant
value. This information is not required for commercial items sold in
substantial quantities to the general public when the price is, or is
based on, established catalog or market prices.

52.215-33 ORDER OF PRECEDENCE. (JAN 1986)

Any inconsistency in this solicitation or contract shall be resolved by
giving precedence in the following order: (a) the Schedule (excluding
the specifications); (b) representations and other instructions; (c)
contract clauses; (d) other documents, exhibits, and attachments; and
(e) the specifications.

52.215-40 NOTIFICATION OF OWNERSHIP CHANGES. (FEB 1995)

\(a\) The Contractor shall make the following notifications in writing.

\(1\) When the Contractor becomes aware that a change in its ownership
has occurred or is certain to occur which could result in changes in the
valuation of its capitalized assets in the accounting records, the
Contractor shall notify the Administrative Contracting Officer (ACO)
within 30 days.

\(2\) The Contractor shall also notify the ACO within 30 days whenever
changes to asset valuations or any other cost changes have occurred or
are certain to occur as a result of a change in ownership.

\(b\) The Contractor shall: (1) maintain current, accurate, and complete
inventory records of assets and their costs;

\(2\) provide the ACO or designated representative ready access to the
records upon request;

\(3\) ensure that all individual and grouped assets, their capitalized
values, accumulated depreciation or amortization, and remaining useful
lives are identified accurately before and after each of the
Contractor\'s ownership changes; and

\(4\) retain and continue to maintain depreciation and amortization
schedules based on the asset records maintained before each Contractor
ownership change.

\(c\) The Contractor shall include the substance of this clause in all
subcontracts under this contract which meet the applicability
requirement of FAR 15.804-8(g).

52.217-8 OPTION TO EXTEND SERVICES. (AUG 1989)

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 the
period specified in the Schedule.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 1989)

\(a\) The Government may extend the term of this contract by written
notice to the Contractor within \[ \] \[insert in the clause the period
of time in which the Contracting Officer has to exercise the option\];
provided, that the Government shall give the Contractor a preliminary
written notice of its intent to extend at least 60 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 provision.

\(c\) The total duration of this contract, including the exercise of any
options under this clause, shall not exceed \[ \] (months) (years).

52.219-8 UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN- OWNED
SMALL BUSINESS CONCERNS. (OCT 1995)

\(a\) It is the policy of the United States that small business
concerns, small business concerns owned and controlled by socially and
economically disadvantaged individuals and small business concerns owned
and controlled by women 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, small business
concerns owned and controlled by socially and economically disadvantaged
individuals and small business concerns owned and controlled by women.

\(b\) The Contractor hereby agrees to carry out this policy in the
awarding of subcontracts to the fullest extent consistent with efficient
contract performance. The Contractor further agrees to cooperate in any
studies or surveys as may be conducted by the United States Small
Business Administration or the awarding agency of the United States as
may be necessary to determine the extent of the Contractor\'s compliance
with this clause.

\(c\) As used in this contract, the term \"small business concern\"
shall mean a small business as defined pursuant to section 3 of the
Small Business Act and relevant regulations promulgated pursuant
thereto. The term \"small business concern owned and controlled by
socially and economically disadvantaged individuals\" shall mean a small
business concern:

\(1\) which is at least 51 percent unconditionally owned by one or more
socially and economically disadvantaged individuals; or, in the case of
any publicly owned business, at least 51 per centum of the stock of
which is unconditionally owned by one or more socially and economically
disadvantaged individuals; and

\(2\) whose management and daily business operations are controlled by
one or more of such individuals. This term also means a small business
concern that is at least 51 percent unconditionally owned by an
economically disadvantaged Indian tribe or Native Hawaiian Organization,
or a publicly owned business having at least 51 percent of its stock
unconditionally owned by one of these entities which has its management
and daily business controlled by members of an economically
disadvantaged Indian tribe or Native Hawaiian Organization, and which
meets the requirements of 13 CFR part 124. The Contractor shall presume
that socially and economically disadvantaged individuals include Black
Americans, Hispanic Americans, Native Americans, Asian-Pacific
Americans, Subcontinent Asian Americans, and other minorities, or any
other individual found to be disadvantaged by the Administration
pursuant to section 8(a) of the Small Business Act. The Contractor shall
presume that socially and economically disadvantaged entities also
include Indian Tribes and Native Hawaiian Organizations.

\(d\) The term \"small business concern owned and controlled by women\"
shall mean a small business concern (i) which is at least 51 percent
owned by one or more women, or, in the case of any publicly owned
business, at least 51 percent of the stock of which is owned by one or
more women, and (ii) whose management and daily business operations are
controlled by one or more women; and

\(e\) Contractors acting in good faith may rely on written
representations by their subcontractors regarding their status as a
small business concern, a small business concern owned and controlled by
socially and economically disadvantaged individuals or a small business
concern owned and controlled by women.

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.

52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME
COMPENSATION. (JUL 1995)

\(a\) Overtime requirements. No Contractor or subcontractor contracting
for any part of the contract work which may require or involve the
employment of laborers or mechanics (see Federal Acquisition Regulation
(FAR) 22.300) shall require or permit any such laborers or mechanics in
any workweek in which the individual is employed on such work to work in
excess of 40 hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than 1 1/2 times the basic rate
of pay for all hours worked in excess of 40 hours in such workweek.

\(b\) Violation; liability for unpaid wages; liquidated damages. In the
event of any violation of the provisions set forth in paragraph (a) of
this clause, the Contractor and any subcontractor responsible therefor
shall be liable for the unpaid wages. In addition, such Contractor and
subcontractor shall be liable to the United States (in the case of work
done under contract for the District of Columbia or a territory, to such
District or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or
mechanics employed in violation of the provisions set forth in paragraph
(a) of this clause in the sum of \$10 for each calendar day on which
such individual was required or permitted to work in excess of the
standard workweek of 40 hours without payment of the overtime wages
required by provisions set forth in paragraph (a) of this clause.

\(c\) Withholding for unpaid wages and liquidated damages. The
Contracting Officer shall upon his or her own action or upon written
request of an authorized representative of the Department of Labor
withhold or cause to be withheld, from any moneys payable on account of
work performed by the Contractor or subcontractor under any such
contract or any other Federal contract with the same Prime Contractor,
or any other Federally-assisted contract subject to the Contract Work
Hours and Safety Standards Act which is held by the same Prime
Contractor, such sums as may be determined to be necessary to satisfy
any liabilities of such Contractor or subcontractor for unpaid wages and
liquidated damages as provided in the provisions set forth in paragraph
(b) of this clause.

\(d\) Payrolls and basic records. (1) The Contractor or subcontractor
shall maintain payrolls and basic payroll records during the course of
contract work and shall preserve them for a period of 3 years from the
completion of the contract for all laborers and mechanics working on the
contract. Such records shall contain the name and address of each such
employee, social security number, correct classifications, hourly rates
of wages paid, daily and weekly number of hours worked, deductions made,
and actual wages paid. Nothing in this paragraph shall require the
duplication of records required to be maintained for construction work
by Department of Labor regulations at 29 CFR 5.5(a)(3) implementing the
Davis-Bacon Act.

\(2\) The records to be maintained under paragraph (d)(1) of this clause
shall be made available by the Contractor or subcontractor for
inspection, copying, or transcription by authorized representatives of
the Contracting Officer or the Department of Labor. The Contractor or
subcontractor shall permit such representatives to interview employees
during working hours on the job.

\(e\) Subcontracts. The Contractor or subcontractor shall insert in any
subcontracts exceeding \$100,000 the provisions set forth in paragraphs
(a) through (e) of this clause and also a clause requiring the
subcontractors to include these provisions in any lower tier
subcontracts. The Prime Contractor shall be responsible for compliance
by any subcontractor or lower tier subcontractor with the provisions set
forth in paragraphs (a) through (e) of this clause.

52.222-20 WALSH-HEALEY PUBLIC CONTRACTS ACT. (DEC 1996)

If this contract is for the manufacture or furnishing of materials,
supplies, articles or equipment in an amount that exceeds or may exceed
\$10,000, and is subject to the Walsh-Healey Public Contracts Act, as
amended (41 U.S.C. 35-45), the following terms and conditions apply:

\(a\) All stipulations required by the Act and regulations issued by the
Secretary of Labor (41 CFR Chapter 50) are incorporated by reference.
These stipulations are subject to all applicable rulings and
interpretations of the Secretary of Labor that are now, or may
hereafter, be in effect.

\(b\) All employees whose work relates to this contract shall be paid
not less than the minimum wage prescribed by regulations issued by the
Secretary of Labor (41 CFR 50-202.2). Learners, student learners,
apprentices, and handicapped workers may be employed at less than the
prescribed minimum wage (see 41 CFR 50-202.3) to the same extent that
such employment is permitted under Section 14 of the Fair Labor
Standards Act (41 U.S.C. 40).

52.222-26 EQUAL OPPORTUNITY. (APR 1984)

\(a\) 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
subparagraphs (b)(1) through (11) below. Upon request, the Contractor
shall provide information necessary to determine the applicability of
this clause.

\(b\) During performing this contract, the Contractor agrees as follows:

\(1\) The Contractor shall not discriminate against any employee or
applicant for employment because of race, color, religion, sex, or
national origin.

\(2\) 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 advertisement for
employees placed by or on behalf of the Contractor, state that all
qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, or national origin.

\(5\) The Contractor shall send, to each labor union or representative
of workers with which it has a collective bargaining agreement or other
contract or understanding, the notice to be provided by the Contracting
Officer advising the labor union or workers\' representative of the
Contractor\'s commitments under this clause, and post copies of the
notice in conspicuous places available to employees and applicants for
employment.

\(6\) The Contractor shall comply with Executive Order 11246, as
amended, and the rules, regulations, and orders of the Secretary of
Labor.

\(7\) The Contractor shall furnish to the contracting agency all
information required by Executive Order 11246, as amended, and by the
rules, regulations, and orders of the Secretary of Labor. Standard Form
100 (EEO-1), or any successor form, is the prescribed form to be filed
within 30 days following the award, unless filed within 12 months
preceding the date of award.

\(8\) The Contractor shall permit access to its books, records, and
accounts by the contracting agency or the Office of Federal Contract
Compliance Programs (OFCCP) for the purposes of investigation to
ascertain the Contractor\'s compliance with the applicable rules,
regulations, and orders.

\(9\) If the OFCCP determines that the Contractor is not in compliance
with this clause or any rule, regulation, or order of the Secretary of
Labor, this contract may be canceled, terminated, or suspended in whole
or in part and the Contractor may be declared ineligible for further
Government contracts, under the procedures authorized in Executive Order
11246, as amended. In addition, sanctions may be imposed and remedies
invoked against the Contractor as provided in Executive Order 11246, as
amended, the rules, regulations, and orders of the Secretary of Labor,
or as otherwise provided by law.

\(10\) The Contractor shall include the terms and conditions of
subparagraph (b)(1) through (11) of this clause in every subcontract or
purchase order that is not exempted by the rules, regulations, or orders
of the Secretary of Labor issued under Executive Order 11246, as
amended, so that these terms and conditions will be binding upon each
subcontractor or vendor.

\(11\) The Contractor shall take such action with respect to any
subcontract or purchase order as the contracting agency 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.

\(c\) Notwithstanding any other clause in this contract, disputes
relative to this clause will be governed by the procedures in 41 CFR
60-1.1.

52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
VETERANS. (APR 1984) \-- ALTERNATE I (APR 1984)

Notice: The following term(s) of this clause are waived for this
contract: \[List term(s)\].

\(a\) Definitions.

\"Appropriate office of the State employment service system,\" as used
in this clause, means the local office of the Federal-State national
system of public employment offices assigned to serve the area where the
employment opening is to be filled, including the District of Columbia,
Guam, Puerto Rico, Virgin Islands, American Samoa, and the Trust
Territory of the Pacific Islands.

\"Openings that the Contractor proposes to fill from within its own
organization,\" as used in this clause, means employment openings for
which no one outside the Contractor\'s organization (including any
affiliates, subsidiaries, and the parent companies) will be considered
and includes any openings that the Contractor proposes to fill from
regularly established recall lists.

\"Openings that the Contractor proposes to fill under a customary and
traditional employer-union hiring arrangement,\" as used in this clause,
means employment openings that the Contractor proposes to fill from
union halls, under their customary and traditional employer-union hiring
relationship.

\"Suitable employment openings,\" as used in this clause -

\(1\) Includes, but is not limited to, openings that occur in jobs
categorized as -

\(i\) Production and nonproduction;

\(ii\) Plant and office;

\(iii\) Laborers and mechanics;

\(iv\) Supervisory and nonsupervisory;

\(v\) Technical; and

\(vi\) Executive, administrative, and professional positions compensated
on a salary basis of less than \$25,000 a year; and

\(2\) Includes full-time employment, temporary employment of over 3
days, and part-time employment, but not openings that the Contractor
proposes to fill from within its own organization or under a customary
and traditional employer-union hiring arrangement, nor openings in an
educational institution that are restricted to students of that
institution.

\(b\) General. (1) Regarding any position for which the employee or
applicant for employment is qualified, the Contractor shall not
discriminate against the individual because the individual is a special
disabled or Vietnam Era veteran. The Contractor agrees to take
affirmative action to employ, advance in employment, and otherwise treat
qualified special disabled and Vietnam Era veterans without
discrimination based upon their disability or veterans\' status in all
employment practices such as -

\(i\) Employment;

\(ii\) Upgrading;

\(iii\) Demotion or transfer;

\(iv\) Recruitment;

\(v\) Advertising;

\(vi\) Layoff or termination;

\(vii\) Rates of pay or other forms of compensation; and

\(viii\) Selection for training, including apprenticeship.

\(2\) The Contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor (Secretary) issued under the
Vietnam Era Veterans\' Readjustment Assistance Act of 1972 (the Act), as
amended.

\(c\) Listing openings. (1) The Contractor agrees to list all suitable
employment openings existing at contract award or occurring during
contract performance, at an appropriate office of the State employment
service system in the locality where the opening occurs. These openings
include those occurring at any Contractor facility, including one not
connected with performing this contract. An independent corporate
affiliate is exempt from this requirement.

\(2\) State and local government agencies holding Federal contracts of
\$10,000 or more shall also list all their suitable openings with the
appropriate office of the State employment service.

\(3\) The listing of suitable employment openings with the State
employment service system is required at least concurrently with using
any other recruitment source or effort and involves the obligations of
placing a bona fide job order, including accepting referrals of veterans
and nonveterans. This listing does not require hiring any particular job
applicant or hiring from any particular group of job applicants and is
not intended to relieve the Contractor from any requirements of
Executive orders or regulations concerning nondiscrimination in
employment.

\(4\) Whenever the Contractor becomes contractually bound to the listing
terms of this clause, it shall advise the State employment service
system, in each State where it has establishments, of the name and
location of each hiring location in the State. As long as the Contractor
is contractually bound to these terms and has so advised the State
system, it need not advise the State system of subsequent contracts. The
Contractor may advise the State system when it is no longer bound by
this contract clause.

\(5\) Under the most compelling circumstances, an employment opening may
not be suitable for listing, including situations when (i) the
Government\'s needs cannot reasonably be supplied, (ii) listing would be
contrary to national security, or (iii) the requirement of listing would
not be in the Government\'s interest.

\(d\) Applicability. (1) This clause does not apply to the listing of
employment openings which occur and are filled outside the 50 States,
the District of Columbia, Puerto Rico, Guam, Virgin Islands, American
Samoa, and the Trust Territory of the Pacific Islands.

\(2\) The terms of paragraph (c) above of this clause do not apply to
openings that the Contractor proposes to fill from within its own
organization or under a customary and traditional employer- union hiring
arrangement. This exclusion does not apply to a particular opening once
an employer decides to consider applicants outside of its own
organization or employer-union arrangement for that opening.

\(e\) Postings. (1) The Contractor agrees to post employment notices
stating (i) the Contractor\'s obligation under the law to take
affirmative action to employ and advance in employment qualified special
disabled veterans and veterans of the Vietnam era, and (ii) the rights
of applicants and employees.

\(2\) These notices shall be posted in conspicuous places that are
available to employees and applicants for employment. They shall be in a
form prescribed by the Director, Office of Federal Contract Compliance
Programs, Department of Labor (Director), and provided by or through the
Contracting Officer.

\(3\) The Contractor shall notify each labor union or representative of
workers with which it has a collective bargaining agreement or other
contract understanding, that the Contractor is bound by the terms of the
Act, and is committed to take affirmative action to employ, and advance
in employment, qualified special disabled and Vietnam Era veterans.

\(f\) Noncompliance. If the Contractor does not comply with the
requirements of this clause, appropriate actions may be taken under the
rules, regulations, and relevant orders of the Secretary issued pursuant
to the Act.

\(g\) Subcontracts. The Contractor shall include the terms of this
clause in every subcontract or purchase order of \$10,000 or more unless
exempted by rules, regulations, or orders of the Secretary. The
Contractor shall act as specified by the Director to enforce the terms,
including action for noncompliance.

52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS. (APR 1984)

\(a\) General. (1) Regarding any position for which the employee or
applicant for employment is qualified, the Contractor shall not
discriminate against any employee or applicant because of physical or
mental handicap. The Contractor agrees to take affirmative action to
employ, advance in employment, and otherwise treat qualified handicapped
individuals without discrimination based upon their physical or mental
handicap in all employment practices such as -

\(i\) Employment;

\(ii\) Upgrading;

\(iii\) Demotion or transfer;

\(iv\) Recruitment;

\(v\) Advertising;

\(vi\) Layoff or termination;

\(vii\) Rates of pay or other forms of compensation; and

\(viii\) Selection for training, including apprenticeship.

\(2\) The Contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor (Secretary) issued under the
Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.

\(b\) Postings. (1) The Contractor agrees to post employment notices
stating (i) the Contractor\'s obligation under the law to take
affirmative action to employ and advance in employment qualified
handicapped individuals and (ii) the rights of applicants and employees.

\(2\) These notices shall be posted in conspicuous places that are
available to employees and applicants for employment. They shall be in a
form prescribed by the Director, Office of Federal Contract Compliance
Programs, Department of Labor (Director), and provided by or through the
Contracting Officer.

\(3\) The Contractor shall notify each labor union or representative of
workers with which it has a collective bargaining agreement or other
contract understanding, that the Contractor is bound by the terms of
Section 503 of the Act and is committed to take affirmative action to
employ, and advance in employment, qualified physically and mentally
handicapped individuals.

\(c\) Noncompliance. If the Contractor does not comply with the
requirements of this clause, appropriate actions may be taken under the
rules, regulations, and relevant orders of the Secretary issued pursuant
to the Act.

\(d\) Subcontracts. The Contractor shall include the terms of this
clause in every subcontract or purchase order in excess of \$2,500
unless exempted by rules, regulations, or orders of the Secretary. The
Contractor shall act as specified by the Director to enforce the terms,
including action for noncompliance.

52.223-2 CLEAN AIR AND WATER. (APR 1984)

\(a\) \"Air Act\", as used in this clause, means the Clean Air Act (42
U.S.C. 7401 et seq.).

\"Clean air standards,\" as used in this clause, means -

\(1\) Any enforceable rules, regulations, guidelines, standards,
limitations, orders, controls, prohibitions, work practices, or other
requirements contained in, issued under, or otherwise adopted under the
Air Act or Executive Order 11738;

\(2\) An applicable implementation plan as described in section 110(d)
of the Air Act (42 U.S.C. 7410(d));

\(3\) An approved implementation procedure or plan under section 111(c)
or section 111(d) of the Air Act (42 U.S.C. 7411(c) or (d)); or

\(4\) An approved implementation procedure under section 112(d) of the
Air Act (42 U.S.C. 7412(d)).

\"Clean water standards,\" as used in this clause, means any enforceable
limitation, control, condition, prohibition, standard, or other
requirement promulgated under the Water Act or contained in a permit
issued to a discharger by the Environmental Protection Agency (EPA) or
by a State under an approved program, as authorized by section 402 of
the Water Act (33 U.S.C. 1342), or by local government to ensure
compliance with pretreatment regulations as required by section 307 of
the Water Act (33 U.S.C. 1317).

\"Compliance\", as used in this clause, means compliance with -

\(1\) Clean air or water standards; or

\(2\) A schedule or plan ordered or approved by a court of competent
jurisdiction, the Environmental Protection Agency (EPA), or an air or
water pollution control agency under the requirements of the Air Act or
Water Act and related regulations.

\"Facility,\" as used in this clause, means any building, plant,
installation, structure, mine, vessel or other floating craft, location,
or site of operations, owned, leased, or supervised by a Contractor or
subcontractor, used in the performance of a contract or subcontract.
When a location or site of operations includes more than one building,
plant, installation, or structure, the entire location or site shall be
deemed a facility except when the Administrator, or a designee, of the
Environmental Protection Agency (EPA) determines that independent
facilities are collocated in one geographical area.

\"Water Act,\" as used in this clause, means Clean Water Act (33 U.S.C.
1251 et seq.).

\(b\) The Contractor agrees -

\(1\) To comply with all the requirements of section 114 of the Clean
Air Act (42 U.S.C. 7414) and section 308 of the Clean Water Act (33
U.S.C. 1318) relating to inspection, monitoring, entry, reports, and
information, as well as other requirements specified in section 114 and
section 308 of the Air Act and the Water Act, and all regulations and
guidelines issued to implement those acts before the award of this
contract;

\(2\) That no portion of the work required by this prime contract will
be performed in a facility listed on the EPA List of Violating
Facilities on the date when this contract was awarded unless and until
the EPA eliminates the name of the facility from the listing;

\(3\) To use best efforts to comply with clean air standards and clean
water standards at the facility in which the contract is being
performed; and

\(4\) To insert the substance of this clause into any nonexempt
subcontract, including this subparagraph (b)(4).

52.225-3 BUY AMERICAN ACT - SUPPLIES. (JAN 1994)

\(a\) The Buy American Act (41 U.S.C. 10) provides that the Government
give preference to domestic end products.

\"Components,\" as used in this clause, means those articles, materials,
and supplies incorporated directly into the end products.

\"Domestic end product,\" as used in this clause, means (1) an
unmanufactured end product mined or produced in the United States, or
(2) an end product manufactured in the United States, if the cost of its
components mined, produced, or manufactured in the United States exceeds
50 percent of the cost of all its components. Components of foreign
origin of the same class or kind as the products referred to in
subparagraphs (b)(2) or (3) of this clause shall be treated as domestic.
Scrap generated, collected, and prepared for processing in the United
States is considered domestic.

\"End products,\" as used in this clause, means those articles,
materials, and supplies to be acquired for public use under this
contract.

\(b\) The Contractor shall deliver only domestic end products, except
those -

\(1\) For use outside the United States;

\(2\) That the Government determines are not mined, produced, or
manufactured in the United States in sufficient and reasonably available
commercial quantities of a satisfactory quality;

\(3\) For which the agency determines that domestic preference would be
inconsistent with the public interest; or

\(4\) For which the agency determines the cost to be unreasonable (see
section 25.105 of the Federal Acquisition Regulation).

52.227-1 AUTHORIZATION AND CONSENT. (JUL 1995)

\(a\) The Government authorizes and consents to all use and manufacture,
in performing this contract or any subcontract at any tier, of any
invention described in and covered by a United States patent (1)
embodied in the structure or composition of any article the delivery of
which is accepted by the Government under this contract or (2) used in
machinery, tools, or methods whose use necessarily results from
compliance by the Contractor or a subcontractor with (i) specifications
or written provisions forming a part of this contract or (ii) specific
written instructions given by the Contracting Officer directing the
manner of performance. The entire liability to the Government for
infringement of a patent of the United States shall be determined solely
by the provisions of the indemnity clause, if any, included in this
contract or any subcontract hereunder (including any lower-tier
subcontract), and the Government assumes liability for all other
infringement to the extent of the authorization and consent hereinabove
granted.

\(b\) The Contractor agrees to include, and require inclusion of, this
clause, suitably modified to identify the parties, in all subcontracts
at any tier for supplies or services (including construction,
architect-engineer services, and materials, supplies, models, samples,
and design or testing services expected to exceed the simplified
acquisition threshold (however, omission of this clause from any
subcontract, including those at or below the simplified acquisition
threshold, does not affect this authorization and consent.)

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT. (AUG 1996)

\(a\) The Contractor shall report to the Contracting Officer, promptly
and in reasonable written detail, each notice or claim of patent or
copyright infringement based on the performance of this contract of
which the Contractor has knowledge.

\(b\) In the event of any claim or suit against the Government on
account of any alleged patent or copyright infringement arising out of
the performance of this contract or out of the use of any supplies
furnished or work or services performed under this contract, the
Contractor shall furnish to the Government, when requested by the
Contracting Officer, all evidence and information in possession of the
Contractor pertaining to such suit or claim. Such evidence and
information shall be furnished at the expense of the Government except
where the Contractor has agreed to indemnify the Government.

\(c\) The Contractor agrees to include, and require inclusion of, this
clause in all subcontracts at any tier for supplies or services
(including construction and architect-engineer subcontracts and those
for material, supplies, models, samples, or design or testing services)
expected to exceed the simplified acquisition threshold at FAR 2.101.

52.229-3 FEDERAL, STATE, AND LOCAL TAXES. (JAN 1991)

\(a\) \"Contract date,\" as used in this clause, 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.

\"All applicable Federal, State, and local taxes and duties,\" as used
in this clause, 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.

\"After-imposed Federal tax,\" as used in this clause, 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,\" as used in this clause, 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.

\(b\) 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.

\(f\) 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 Government 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.

52.229-5 TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO.
(APR 1984)

The term \"local taxes,\" as used in the Federal, State, and local taxes
clause of this contract, includes taxes imposed by a possession of the
United States or by Puerto Rico.

52.230-2 COST ACCOUNTING STANDARDS. (APR 1996)

\(a\) Unless the contract is exempt under 48 CFR 9903.201-2 and
9903.201-2, the provisions of 48 CFR, Part 9903 are incorporated herein
by reference and the Contractor, in connection with this contract,
shall\--

\(1\) (CAS-covered Contracts Only) By submission of a Disclosure
Statement, disclose in writing the Contractor\'s cost accounting
practices as required by 48 CFR 9903.202-1 through 9903.205- 5,
including methods of distinguishing direct costs from indirect costs and
the basis used for allocating indirect costs. The practices disclosed
for this contract shall be the same as the practices currently disclosed
and applied on all other contracts and subcontracts being performed by
the Contractor and which contain a Cost Accounting Standards (CAS)
clause. If the Contractor has notified the Contracting Officer that the
Disclosure Statement contains trade secrets and commercial or financial
information which is privileged and confidential, the Disclosure
Statement shall be protected and shall not be released outside of the
Government.

\(2\) Follow consistently the Contractor\'s accounting practices in
accumulating and reporting contract performance cost data concerning
this contract. If any change in cost accounting practices is made for
the purposes of any contract or subcontract subject to CAS requirements,
the change must be applied prospectively to this contract and the
Disclosure Statement must be amended accordingly. If the contract price
or cost allowance of this contract is affected by such changes,
adjustment shall be made in accordance with subparagraph (a)(4) or
(a)(5) of this clause, as appropriate.

\(3\) Comply with all CAS, including any modifications and
interpretations indicated thereto- contained in 48 CFR 9904, in effect
on the date of award of this contract or, if the Contractor has
submitted cost or pricing data, on the date of final agreement on price
as shown on the Contractor\'s signed certificate of current cost or
pricing data. The Contractor shall also comply with any CAS (or
modifications to CAS) which hereafter become applicable to a contract or
subcontract of the Contractor. Such compliance shall be required
prospectively from the date of applicability to such contract or
subcontract.

(4)(i) Agree to an equitable adjustment as provided in the Changes
clause of this contract if the contract cost is affected by a change
which, pursuant to subparagraph (a)(3) of this clause, the Contractor is
required to make to the Contractor\'s established cost accounting
practices.

\(ii\) Negotiate with the Contracting Officer to determine the terms and
conditions under which a change may be made to a cost accounting
practice, other than a change made under other provisions of
subparagraph (a)(4) of this clause; provided that no agreement may be
made under this provision that will increase costs paid by the United
States.

\(iii\) When the parties agree to a change to a cost accounting
practice, other than a change under subdivision (a)(4)(i) of this
clause, negotiate an equitable adjustment as provided in the Changes
clause of this contract.

\(5\) Agree to an adjustment of the contract price or cost allowance, as
appropriate, if the Contractor or a subcontractor fails to comply with
an applicable Cost Accounting Standard, or to follow any cost accounting
practice consistently and such failure results in any increased costs
paid by the United States. Such adjustment shall provide for recovery of
the increased costs to the United States, together with interest thereon
computed at the annual rate established under section 6621 of the
Internal Revenue Code of 1986 (26 U.S.C. 6621) for such period, from the
time the payment by the United States was made to the time the
adjustment is effected. In no case shall the Government recover costs
greater than the increased cost to the Government, in the aggregate, on
the relevant contracts subject to the price adjustment, unless the
Contractor made a change in its cost accounting practices of which it
was aware or should have been aware at the time of price negotiations
and which it failed to disclose to the Government.

\(b\) If the parties fail to agree whether the Contractor or a
subcontractor has complied with an applicable CAS in 48 CFR part 9904 or
a CAS rule or regulation in 48 CFR part 9903 and as to any cost
adjustment demanded by the United State, such failure to agree will
constitute a dispute under the Contract Disputes Act (41 U.S.C. 601).

\(c\) The Contractor shall permit any authorized representatives of the
Government to examine and make copies of any documents, papers, or
records relating to compliance with the requirements of this clause.

\(d\) The Contractor shall include in all negotiated subcontracts which
the Contractor enters into, the substance of this clause, except
paragraph (b), and shall require such inclusion in all other
subcontracts, of any tier, including the obligation to comply with all
CAS in effect on the subcontractor\'s award date or if the subcontractor
has submitted cost or pricing data, on the date of final agreement on
price as shown on the subcontractor\'s signed Certificate of Current
Cost or Pricing Data. This requirement shall apply only to negotiated
subcontracts in excess of \$500,000 where the price negotiated is not
based on-

\(1\) Establishing catalog or market prices of commercial items sold in
substantial quantities to the general public; or

\(2\) Prices set by law or regulation, and except that the requirement
shall not apply to negotiated subcontracts otherwise exempt from the
requirement to include a CAS clause as specified in 48 CFR 9903.201-1.

52.232-1 PAYMENTS. (APR 1984)

The Government shall pay the Contractor, upon the submission of proper
invoices or vouchers, the prices stipulated in this contract for
supplies delivered and accepted or services rendered and accepted, less
any deductions provided in this contract. Unless otherwise specified in
this contract, payment shall be made on partial deliveries accepted by
the Government if -

\(a\) The amount due on the deliveries warrants it; or

\(b\) The Contractor requests it and the amount due on the deliveries is
at least \$1,000 or 50 percent of the total contract price.

52.232-8 DISCOUNTS FOR PROMPT PAYMENT. (MAY 1997)

\(a\) Discounts for prompt payment will not be considered in the
evaluation of offers. However, any offered discount will form a part of
the award, and will be taken if payment is made within the discount
period indicated in the offer by the offeror. As an alternative to
offering a prompt payment discount in conjunction with the offer,
offerors awarded contracts may include prompt payment discounts on
individual invoices.

\(b\) In connection with any discount offered for prompt payment, time
shall be computed from the date of the invoice. If the Contractor has
not placed a date on the invoice, the due date shall be calculated from
the date the designated billing office receives a proper invoice,
provided the agency annotates such invoice with the date of receipt at
the time of receipt. 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, for an electronic funds transfer, the specified
payment date. When the discount date falls on a Saturday, Sunday, or
legal holiday when Federal Government offices are closed and Government
business is not expected to be conducted, payment may be made on the
following business day.

52.232-11 EXTRAS. (APR 1984)

Except as otherwise provided in this contract, no payment for extras
shall be made unless such extras and the price therefor have been
authorized in writing by the Contracting Officer.

52.232-17 INTEREST. (JUN 1996)

\(a\) Except as otherwise provided in this contract under a Price
Reduction for Defective Cost or Pricing Data clause or Cost Accounting
Standards clause , all amounts that become payable by the Contractor to
the Government 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 Government 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.

52.232-18 AVAILABILITY OF FUNDS. (APR 1984)

Funds are not presently available for this contract. The Government\'s
obligation under this contract 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 Government for any payment may
arise until funds are made available to the Contracting Officer for this
contract and until the Contractor receives notice of such availability,
to be confirmed in writing by the Contracting Officer.

52.232-23 ASSIGNMENT OF CLAIMS. (JAN 1986)

\(a\) The Contractor, under the Assignment of Claims Act, as amended, 31
U.S.C. 3727, 41 U.S.C. 15 (hereafter referred to as \"the Act\"), may
assign its rights to be paid amounts due or to become due as a result of
the performance of this contract to a bank, trust company, or other
financing institution, including any Federal lending agency. The
assignee under such an assignment may thereafter further assign or
reassign its right under the original assignment to any type of
financing institution described in the preceding sentence.

\(b\) Any assignment or reassignment authorized under the Act and this
clause shall cover all unpaid amounts payable under this contract, and
shall not be made to more than one party, except that an assignment or
reassignment may be made to one party as agent or trustee for two or
more parties participating in the financing of this contract.

\(c\) The Contractor shall not furnish or disclose to any assignee under
this contract any classified document (including this contract) or
information related to work under this contract until the Contracting
Officer authorizes such action in writing.

52.232-33 MANDATORY INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT.
(AUG 1996)

\(a\) Method of payment. Payments by the Government under this contract,
including invoice and contract financing payments, may be made by check
or electronic funds transfer (EFT) at the option of the Government. If
payment is made by EFT, the Government may, at its option, also forward
the associated payment information by electronic transfer. As used in
this clause, the term \"EFT\" refers to the funds transfer and may also
include the information transfer.

\(b\) Mandatory submission of Contractor\'s EFT information. (1) The
Contractor is required, as a condition to any payment under this
contract, to provide the Government with the information required to
make payment by EFT as described in paragraph (d) of this clause, unless
the payment office determines that submission of the information is not
required. However, until January 1, 1999, in the event the Contractor
certifies in writing to the payment office that the Contractor does not
have an account with a financial institution or an authorized payment
agent, payment shall be made by other than EFT. For any payments to be
made after January 1, 1999, the Contractor shall provide EFT information
as described in paragraph (d) of this clause.

\(2\) 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 payment office.

\(c\) Contractor\'s EFT information. Prior to submission of the first
request for payment (whether for invoice or contract financing payment)
under this contract, the Contractor shall provide the information
required to make contract payment by EFT, as described in paragraph (d)
of this clause, directly to the Government payment office named in this
contract. If more than one payment 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 changed information to the designated payment
office(s).

\(d\) Required EFT information. The Government may make payment by EFT
through either an Automated Clearing House (ACH) subject to the banking
laws of the United States or the Federal Reserve Wire Transfer System at
the Government\'s option. The Contractor shall provide the following
information for both methods in a form acceptable to the designated
payment office. The Contractor may supply this data for this or multiple
contracts (see paragraph (b) of this clause).

\(1\) The contract number to which this notice applies.

\(2\) The Contractor\'s name and remittance address, as stated in the
contract, and account number at the Contractor\'s financial agent.

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

\(4\) For ACH payments only:

\(i\) Name, address, and 9-digit Routing Transit Number of the
Contractor\'s financial agent.

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

\(5\) For Federal Reserve Wire Transfer System payments only:

\(i\) Name, address, telegraphic abbreviation, and the 9-digit Routing
Transit Number for the Contractor\'s financial agent.

\(ii\) If the Contractor\'s financial agent is not directly on-line to
the Federal Reserve Wire Transfer System and, therefore, not the
receiver of the wire transfer payment, the Contractor shall also provide
the name, address, and 9-digit Routing Transit Number of the
correspondent financial institution receiving the wire transfer payment.

\(e\) Suspension of payment. (1) Notwithstanding the provisions of any
other clause of this contract, the Government is not required to make
any payment under this contract until after receipt, by the designated
payment office, of the correct EFT payment information from the
Contractor or a certificate submitted in accordance with paragraph (b)
of this clause. Until receipt of the correct EFT information, any
invoice or contract financing request shall be deemed not to be a valid
invoice or contract financing request as defined in the Prompt Payment
clause of this contract.

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

\(f\) Contractor EFT arrangements. The Contractor shall designate a
single financial agent capable of receiving and processing the
electronic funds transfer using the EFT methods described in paragraph
(d) of this clause. The Contractor shall pay all fees and charges for
receipt and processing of transfers.

\(g\) Liability for uncompleted or erroneous transfers. (1) If an
uncompleted or erroneous transfer occurs because the Government failed
to use the Contractor-provided EFT information in the correct manner,
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
Contractor-provided EFT information was incorrect at the time 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 retains the right to either make payment by mail or suspend
the payment in accordance with paragraph (e) of this clause.

\(h\) EFT and prompt payment. (1) A payment shall be deemed to have been
made in a timely manner in accordance with the Prompt Payment clause of
this contract if, in the EFT payment transaction instruction given 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.

\(2\) When payment cannot be made by EFT because of incorrect EFT
information provided by the Contractor, no interest penalty is due after
the date of the uncompleted or erroneous payment transaction, provided
that notice of the defective EFT information is issued to the Contractor
within 7 days after the Government is notified of the defective EFT
information.

\(i\) EFT and assignment of claims. If the Contractor assigns the
proceeds of this contract as provided for in the Assignment of Claims
clause of this contract, the assignee shall provide the assignee EFT
information required by paragraph (d) of this clause. In all respects,
the requirements of this clause shall apply to the assignee as if it
were the Contractor. EFT information which 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 (e) of this clause.

\(j\) Payment office discretion. If the Contractor does not wish to
receive payment by EFT methods for one or more payments, the Contractor
may submit a request to the designated payment office to refrain from
requiring EFT information or using the EFT payment method. The decision
to grant the request is solely that of the Government.

\(k\) Change of EFT information by financial agent. The Contractor
agrees that the Contractor\'s financial agent may notify the Government
of a change to the routing transit number, Contractor account number, or
account type. The Government shall use the changed data in accordance
with paragraph (e)(2) of this clause. The Contractor agrees that the
information provided by the agent is deemed to be correct information as
if it were provided by the Contractor. The Contractor agrees that the
agent\'s notice of changed EFT data is deemed to be a request by the
Contractor in accordance with paragraph (e)(2) that no further payments
be made until the changed EFT information is implemented by the payment
office.

52.232-34 OPTIONAL INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT.
(AUG 1996)

\(a\) Method of payment. (1) Except as provided in paragraph (a)(2) of
this clause, after the Contractor provides the information described in
paragraph (d) of this clause, in accordance with paragraph (b) of this
clause, payments by the Government under this contract, including
invoice and contract financing payments, may be made by check or
electronic funds transfer (EFT) at the option of the Government. If
payment is made by EFT, the Government may, at its option, also forward
the associated payment information by electronic transfer. As used in
this clause, the term \"EFT\" refers to the funds transfer and may also
include the information transfer.

\(2\) Notwithstanding the provision of this clause making the furnishing
of EFT information optional, the Contractor shall furnish the EFT
information described in paragraph (d) for any payment to be made after
January 1, 1999.

\(b\) Contractor consent. (1) If the Contractor is willing to be paid by
EFT, the Contractor shall provide the EFT information described in
paragraph (d) of this clause. The Contractor agrees that, after
providing EFT information in accordance with this clause, the Contractor
cannot withdraw the Government\'s right to make payment by EFT for this
contract.

\(2\) 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 payment office.

\(c\) Contractor\'s EFT information. Prior to submission of the first
request for payment (whether for invoice or contract financing payment)
under this contract, for which the Contractor desires EFT payment, the
Contractor shall provide the information required to make contract
payment by EFT, as described in paragraph (d) of this clause, directly
to the Government payment office named in this contract. If more than
one payment 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 changed information to the designated payment office(s).

\(d\) Required EFT information. The Government may make payment by EFT
through either an Automated Clearing House (ACH) subject to the domestic
banking laws of the United States or the Federal Reserve Wire Transfer
System at the Government\'s option. The Contractor shall provide the
following information for both methods in a form acceptable to the
designated payment office. The Contractor may supply this data for this
or multiple contracts (see paragraph (b) of this clause).

\(1\) The contract number to which this notice applies.

\(2\) The Contractor\'s name and remittance address, as stated in the
contract, and account number at the Contractor\'s financial agent.

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

\(4\) For ACH payment only:

\(i\) Name, address, and 9-digit Routing Transit Number of the
Contractor\'s financial agent.

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

\(5\) For Federal Reserve Wire Transfer System payments only:

\(i\) Name, address, telegraphic abbreviation, and the 9-digit Routing
Transit Number for the Contractor\'s financial agent.

\(ii\) If the Contractor\'s financial agent is not directly on-line to
the Federal Reserve Wire Transfer System and, therefore, not the
receiver of the wire transfer payment, the Contractor shall also provide
the name, address, and 9-digit Routing Transit Number of the
correspondent financial institution receiving the wire transfer payment.

\(e\) Suspension of payment. (1) Notwithstanding the provisions of any
other clause of this contract, if, after receipt of the Contractor\'s
EFT information in accordance with paragraph (b) of this clause, the EFT
information is found to be incorrect, or, for payment after January 1,
1999, if EFT information has not been furnished, then until receipt by
the designated payment office of the correct EFT information from the
Contractor, (i) the Government is not required to make any further
payment under this contract; and (ii) any invoice or contract financing
request shall be deemed not to be a valid invoice or contract financing
request as defined in the Prompt Payment clause of this contract.

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

\(f\) Contractor EFT arrangements. The Contractor shall designate a
single financial agent capable of receiving and processing the
electronic funds transfer using the EFT methods described in paragraph
(d) of this clause. The Contractor shall pay all fees and charges for
receipt and processing of transfers.

\(g\) Liability for uncompleted or erroneous transfers. (1) If an
uncompleted or erroneous transfer occurs because the Government failed
to use the Contractor-provided EFT information in the correct manner,
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
Contractor-provided EFT information was incorrect at the time 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 retains the right to either make payment by mail or suspend
the payment in accordance with paragraph (e) of this clause.

\(h\) EFT and prompt payment. (1) A payment shall be deemed to have been
made in a timely manner in accordance with the Prompt Payment clause of
this contract if, in the EFT payment transaction instruction given 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.

\(2\) When payment cannot be made by EFT because of incorrect EFT
information provided by the Contractor, no interest penalty is due after
the date of the uncompleted or erroneous payment transaction, provided
that notice of the defective EFT information is issued to the Contractor
within 7 days after the Government is notified of the defective EFT
information.

\(i\) EFT and assignment of claims. If the Contractor assigns the
proceeds of this contract as provided for in the Assignment of Claims
clause of this contract, the assignee shall provide the assignee EFT
information required by paragraph (d) of this clause. In all respects,
the requirements of this clause shall apply to the assignee as if it
were the Contractor. EFT information which 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 (e) of this clause.

\(j\) Payment office discretion. If, after submitting the EFT
information, the Contractor does not wish to receive payment by EFT
methods for one or more payments, the Contractor may submit a request to
the designated payment office to refrain from using the EFT payment
method. The decision to grant the request is solely that of the
Government.

\(k\) Change of EFT information by financial agent. The Contractor
agrees that the Contractor\'s financial agent may notify the Government
of a change to the routing transit number, Contractor account number, or
account type. The Government shall use the changed data in accordance
with paragraph (e)(2) of this clause. The Contractor agrees that the
information provided by the agent is deemed to be correct information as
if it were provided by the Contractor. The Contractor agrees that the
agent\'s notice of changed EFT data is deemed to be a request by the
Contractor in accordance with paragraph (e)(2) that no further payments
be made until the changed EFT information is implemented by the payment
office.

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 a proposal 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.

\(e\) The Government\'s rights to terminate this contract at any time
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 Government.

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 onsite 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.

52.242-13 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.

52.243-1 CHANGES - FIXED-PRICE. (AUG 1987)

\(a\) The Contracting Officer may at any time, by written order, and
without notice to the sureties, if any, make changes within the general
scope of this contract in any one or more of the following:

\(1\) Drawings, designs, or specifications when the supplies to be
furnished are to be specially manufactured for the Government in
accordance with the drawings, designs, or specifications.

\(2\) Method of shipment or packing.

\(3\) Place of delivery.

\(b\) If any such change causes an increase or decrease in the cost of,
or the time required for, performance of any part of the work under this
contract, whether or not changed by the order, the Contracting Officer
shall make an equitable adjustment in the contract price, the delivery
schedule, or both, and shall modify the contract.

\(c\) The Contractor must assert its right to an adjustment under this
clause within 30 days from the date of receipt of the written order.
However, if the Contracting Officer decides that the facts justify it,
the Contracting Officer may receive and act upon a proposal submitted
before final payment of the contract.

\(d\) If the Contractor\'s proposal includes the cost of property made
obsolete or excess by the change, the Contracting Officer shall have the
right to prescribe the manner of the disposition of the property.

\(e\) Failure to agree to any adjustment shall be a dispute under the
Disputes clause. However, nothing in this clause shall excuse the
Contractor from proceeding with the contract as changed.

52.244-5 COMPETITION IN SUBCONTRACTING. (DEC 1996)

\(a\) The Contractor shall select subcontractors (including suppliers)
on a competitive basis to the maximum practical extent consistent with
the objectives and requirements of the contract.

\(b\) If the Contractor is an approved mentor under the Department of
Defense Pilot Mentor- Protégé Program (Pub. L. 101-510, section 831 as
amended), the Contractor may award subcontracts under this contract on a
noncompetitive basis to its proteges.

52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS). (DEC 1989)

\(a\) Government-furnished property. (1) The Government shall deliver to
the Contractor, for use in connection with and under the terms of this
contract, the Government-furnished property described in the Schedule or
specifications together with any related data and information that the
Contractor may request and is reasonably required for the intended use
of the property (hereinafter referred to as \"Government-furnished
property\").

\(2\) The delivery or performance dates for this contract are based upon
the expectation that Government-furnished property suitable for use
(except for property furnished \"as-is\") will be delivered to the
Contractor at the times stated in the Schedule or, if not so stated, in
sufficient time to enable the Contractor to meet the contract\'s
delivery or performance dates.

\(3\) If Government-furnished property is received by the Contractor in
a condition not suitable for the intended use, the Contractor shall,
upon receipt of it, notify the Contracting Officer, detailing the facts,
and, as directed by the Contracting Officer and at Government expense,
either repair, modify, return, or otherwise dispose of the property.
After completing the directed action and upon written request of the
Contractor, the Contracting Officer shall make an equitable adjustment
as provided in paragraph (h) of this clause.

\(4\) If Government-furnished property is not delivered to the
Contractor by the required time, the Contracting Officer shall, upon the
Contractor\'s timely written request, make a determination of the delay,
if any, caused the Contractor and shall make an equitable adjustment in
accordance with paragraph (h) of this clause.

\(b\) Changes in Government-furnished property. (1) The Contracting
Officer may, by written notice, (i) decrease the Government-furnished
property provided or to be provided under this contract, or (ii)
substitute other Government-furnished property for the property to be
provided by the Government, or to be acquired by the Contractor for the
Government, under this contract. The Contractor shall promptly take such
action as the Contracting Officer may direct regarding the removal,
shipment, or disposal of the property covered by such notice.

\(2\) Upon the Contractor\'s written request, the Contracting Officer
shall make an equitable adjustment to the contract in accordance with
paragraph (h) of this clause, if the Government has agreed in the
Schedule to make the property available for performing this contract and
there is any -

\(i\) Decrease or substitution in this property pursuant to subparagraph
(b)(1) above; or

\(ii\) Withdrawal of authority to use this property, if provided under
any other contract or lease.

\(c\) Title in Government property. (1) The Government shall retain
title to all Government- furnished property.

\(2\) 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\"), are subject to
the provisions of this clause. However, special tooling accountable to
this contract is subject to the provisions of the Special Tooling clause
and is not subject to the provisions of this clause. 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.

\(3\) Title to each item of facilities and special test equipment
acquired by the Contractor for the Government under this contract shall
pass to and vest in the Government when its use in performing this
contract commences or when the Government has paid for it, whichever is
earlier, whether or not title previously vested in the Government.

\(4\) If this contract contains a provision directing the Contractor to
purchase material for which the Government will reimburse the Contractor
as a direct item of cost under this contract -

\(i\) Title to material purchased from a vendor shall pass to and vest
in the Government upon the vendor\'s delivery of such material; and

\(ii\) Title to all other material shall pass to and vest in the
Government upon -

\(A\) Issuance of the material for use in contract performance;

\(B\) Commencement of processing of the material or its use in contract
performance; or

\(C\) Reimbursement of the cost of the material by the Government,
whichever occurs first.

\(d\) Use of Government property. The Government property shall be used
only for performing this contract, unless otherwise provided in this
contract or approved by the Contracting Officer.

\(e\) Property administration. (1) The Contractor shall be responsible
and accountable for all Government property provided under this contract
and shall comply with Federal Acquisition Regulation (FAR) subpart 45.5,
as in effect on the date of this contract.

\(2\) The Contractor shall establish and maintain a program for the use,
maintenance, repair, protection, and preservation of Government property
in accordance with sound industrial practice and the applicable
provisions of subpart 45.5 of the FAR.

\(3\) If damage occurs to Government property, the risk of which has
been assumed by the Government under this contract, the Government shall
replace the items or the Contractor shall make such repairs as the
Government directs. However, if the Contractor cannot effect such
repairs within the time required, the Contractor shall dispose of the
property as directed by the Contracting Officer. When any property for
which the Government is responsible is replaced or repaired, the
Contracting Officer shall make an equitable adjustment in accordance
with paragraph (h) of this clause.

\(4\) The Contractor represents that the contract price does not include
any amount for repairs or replacement for which the Government is
responsible. Repair or replacement of property for which the Contractor
is responsible shall be accomplished by the Contractor at its own
expense.

\(f\) Access. The Government and all its designees shall have access at
all reasonable times to the premises in which any Government property is
located for the purpose of inspecting the Government property.

\(g\) Risk of loss. Unless otherwise provided in this contract, the
Contractor assumes the risk of, and shall be responsible for, any loss
or destruction of, or damage to, Government property upon its delivery
to the Contractor or upon passage of title to the Government under
paragraph (c) of this clause. However, the Contractor is not responsible
for reasonable wear and tear to Government property or for Government
property properly consumed in performing this contract.

\(h\) Equitable adjustment. When this clause specifies an equitable
adjustment, it shall be made to any affected contract provision in
accordance with the procedures of the Changes clause. When appropriate,
the Contracting Officer may initiate an equitable adjustment in favor of
the Government. The right to an equitable adjustment shall be the
Contractor\'s exclusive remedy. The Government shall not be liable to
suit for breach of contract for -

\(1\) Any delay in delivery of Government-furnished property;

\(2\) Delivery of Government-furnished property in a condition not
suitable for its intended use;

\(3\) A decrease in or substitution of Government-furnished property; or

\(4\) Failure to repair or replace Government property for which the
Government is responsible.

\(i\) Final accounting and disposition of Government property. Upon
completing this contract, or at such earlier dates as may be fixed by
the Contracting Officer, the Contractor shall submit, in a form
acceptable to the Contracting Officer, inventory schedules covering all
items of Government property (including any resulting scrap) not
consumed in performing this contract or delivered to the Government. The
Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose
of the Government property as may be directed or authorized by the
Contracting Officer. The net proceeds of any such disposal shall be
credited to the contract price or shall be paid to the Government as the
Contracting Officer directs.

\(j\) Abandonment and restoration of Contractor\'s premises. Unless
otherwise provided herein, the Government -

\(1\) May abandon any Government property in place, at which time all
obligations of the Government regarding such abandoned property shall
cease; and

\(2\) Has no obligation to restore or rehabilitate the Contractor\'s
premises under any circumstances (e.g., abandonment, disposition upon
completion of need, or upon contract completion). However, if the
Government-furnished property (listed in the Schedule or specifications)
is withdrawn or is unsuitable for the intended use, or if other
Government property is substituted, then the equitable adjustment under
paragraph (h) of this clause may properly include restoration or
rehabilitation costs.

\(k\) Communications. All communications under this clause shall be in
writing.

\(l\) Overseas contracts. If this contract is to be performed outside of
the United States of America, its territories, or possessions, 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.

52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) (SHORT
FORM). (APR 1984)

The Contracting Officer, by written notice, may terminate this contract,
in whole or in part, when it is in the Government\'s interest. If this
contract is terminated, the Government shall be liable only for payment
under the payment provisions of this contract for services rendered
before the effective date of termination.

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE). (APR 1984)

\(a\) (1) The Government may, subject to paragraphs (c) and (d) below,
by written notice of default to the Contractor, terminate this contract
in whole or in part if the Contractor fails to -

\(i\) Deliver the supplies or to perform the services within the time
specified in this contract or any extension;

\(ii\) Make progress, so as to endanger performance of this contract
(but see subparagraph (a)(2) below); or

\(iii\) Perform any of the other provisions of this contract (but see
subparagraph (a)(2) below).

\(2\) The Government\'s right to terminate this contract under
subdivisions (1)(ii) and (1)(iii) above, may be exercised if the
Contractor does not cure such failure within 10 days (or more if
authorized in writing by the Contracting Officer) after receipt of the
notice from the Contracting Officer specifying the failure.

\(b\) If the Government terminates this contract in whole or in part, it
may acquire, under the terms and in the manner the Contracting Officer
considers appropriate, supplies or services similar to those terminated,
and the Contractor will be liable to the Government for any excess costs
for those supplies or services. However, the Contractor shall continue
the work not terminated.

\(c\) Except for defaults of subcontractors at any tier, the Contractor
shall not be liable for any excess costs if the failure to perform the
contract arises from causes beyond the control and without the fault or
negligence of the Contractor. Examples of such causes include (1) acts
of God or of the public enemy, (2) acts of the Government in either its
sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics,
(6) quarantine restrictions (7) strikes, (8) freight embargoes, and (9)
unusually severe weather. In each instance the failure to perform must
be beyond the control and without the fault or negligence of the
Contractor.

\(d\) If the failure to perform is caused by the default of a
subcontractor at any tier, and if the cause of the default is beyond the
control of both the Contractor and subcontractor, and without the fault
or negligence of either, the Contractor shall not be liable for any
excess costs for failure to perform, unless the subcontracted supplies
or services were obtainable from other sources in sufficient time for
the Contractor to meet the required delivery schedule.

\(e\) If this contract is terminated for default, the Government may
require the Contractor to transfer title and deliver to the Government,
as directed by the Contracting Officer, any (1) completed supplies, and
(2) partially completed supplies and materials, parts, tools, dies,
jigs, fixtures, plans, drawings, information, and contract rights
(collectively referred to as \"manufacturing materials\" in this clause)
that the Contractor has specifically produced or acquired for the
terminated portion of this contract. Upon direction of the Contracting
Officer, the Contractor shall also protect and preserve property in its
possession in which the Government has an interest.

\(f\) The Government shall pay contract price for completed supplies
delivered and accepted. The Contractor and Contracting Officer shall
agree on the amount of payment for manufacturing materials delivered and
accepted and for the protection and preservation of the property.
Failure to agree will be a dispute under the Disputes clause. The
Government may withhold from these amounts any sum the Contracting
Officer determines to be necessary to protect the Government against
loss because of outstanding liens or claims of former lien holders.

\(g\) If, after termination, it is determined that the Contractor was
not in default, or that the default was excusable, the rights and
obligations of the parties shall be the same as if the termination had
been issued for the convenience of the Government.

\(h\) The rights and remedies of the Government in this clause are in
addition to any other rights and remedies provided by law or under this
contract.

52.249-14 EXCUSABLE DELAYS. (APR 1984)

\(a\) Except for defaults of subcontractors at any tier, the Contractor
shall not be in default because of any failure to perform this contract
under its terms if the failure arises from causes beyond the control and
without the fault or negligence of the Contractor. Examples of these
causes are (1) acts of God or of the public enemy, (2) acts of the
Government in either its sovereign or contractual capacity, (3) fires,
(4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8)
freight embargoes, and (9) unusually severe weather. In each instance,
the failure to perform must be beyond the control and without the fault
or negligence of the Contractor. \"Default\" includes failure to make
progress in the work so as to endanger performance.

\(b\) If the failure to perform is caused by the failure of a
subcontractor at any tier to perform or make progress, and if the cause
of the failure was beyond the control of both the Contractor and
subcontractor, and without the fault or negligence of either, the
Contractor shall not be deemed to be in default, unless -

\(1\) The subcontracted supplies or services were obtainable from other
sources;

\(2\) The Contracting Officer ordered the Contractor in writing to
purchase these supplies or services from the other source; and

\(3\) The Contractor failed to comply reasonably with this order.

\(c\) Upon request of the Contractor, the Contracting Officer shall
ascertain the facts and extent of the failure. If the Contracting
Officer determines that any failure to perform results from one or more
of the causes above, the delivery schedule shall be revised, subject to
the rights of the Government under the termination clause of this
contract.

52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

\(a\) Any data required to be submitted on a Standard or Optional Form
prescribed by the Federal Acquisition Regulation (FAR) may be submitted
on a computer generated version of the form, provided there is no change
to the name, content, or sequence of the data elements on the form, and
provided the form carries the Standard or Optional Form number and
edition date.

\(b\) Unless prohibited by agency regulations, any data required to be
submitted on an agency unique form prescribed by an agency supplement to
the FAR may be submitted on a computer generated version of the form
provided there is no change to the name, content, or sequence of the
data elements on the form and provided the form carries the agency form
number and edition date.

\(c\) If the Contractor submits a computer generated version of a form
that is different than the required form, then the rights and
obligations of the parties will be determined based on the content of
the required form.

RFP98-1

SECTION L

REFERENCED CLAUSES

52.215-5 SOLICITATION DEFINITIONS. (JUL 1987)

\"Government\" means United States Government.

\"Offer\" means proposal in negotiation.

\"Solicitation\" means a request for proposals (RFP) or a request for
quotations (RFQ) in negotiation.

52.215-8 AMENDMENTS TO SOLICITATIONS. (DEC 1989)

\(a\) If this solicitation is amended, then all terms and conditions
which are not modified remain unchanged.

\(b\) Offerors shall acknowledge receipt of any amendments to this
solicitation by (1) signing and returning the amendment, (2) identifying
the amendment number and date in the space provided for this purpose on
the form for submitting an offer, (3) letter or telegram, or (4)
facsimile, if facsimile offers are authorized in the solicitation. The
Government must receive the acknowledgment by the time specified for
receipt of offers.

52.215-9 SUBMISSION OF OFFERS. (MAR 1997)

\(a\) Offers and modifications thereof shall be submitted in sealed
envelopes or packages:

\(1\) addressed to the office specified in the solicitation; and

\(2\) showing the time and date specified for receipt, the solicitation
number, and the name and address of the offeror.

\(b\) Offerors using commercial carrier services shall ensure that the
proposal is addressed and marked on the outermost envelope or wrapper as
prescribed in subparagraphs (a) (1) and (2) of this provision when
delivered to the office specified in the solicitation.

\(c\) Telegraphic offers will not be considered unless authorized by the
solicitation; however, offers may be modified by written or telegraphic
notice.

\(d\) Facsimile offers, modifications or withdrawals will not be
considered unless authorized by the solicitation.

\(e\) Offers submitted by electronic commerce shall be considered only
if the electronic commerce method was specifically stipulated or
permitted by the solicitation.

\(f\) Item samples, if required, must be submitted within the time
specified for receipt of offers. Unless otherwise specified in the
solicitation, these samples shall be:

\(1\) submitted at no expense to the Government; and

\(2\) returned at the sender\'s request and expense, unless they are
destroyed during preaward testing.

52.215-10 LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF PROPOSALS.
(MAY 1997)

\(a\) Any proposal received at the office designated in the solicitation
after the exact time and date specified for receipt will not be
considered unless it is received before award is made and \--

\(1\) Was sent by registered or certified mail not later than the fifth
calendar day before the date specified for receipt of offers (e.g., an
offer submitted in response to a solicitation requiring receipt of
offers by the 20th of the month must have been mailed by the 15th);

\(2\) It was transmitted through an electronic commerce method
authorized by the solicitation and was received by the Government not
later than 5:00 p.m. one working day prior to the date specified for
receipt of proposals;

\(3\) There is acceptable evidence to establish that it was received at
the activity designated for receipt of offers and was under the
Government\'s control prior to the time set for receipt of offers, and
the Contracting Officer determines that accepting the late offer would
not unduly delay the procurement; or

\(4\) It was transmitted through an electronic commerce method
authorized by the solicitation and was received at the initial point of
entry to the Government infrastructure not later than 5:00 p.m. one
working day prior to the date specified for receipt of proposals;

\(b\) Any modification of a proposal or quotation, including a
modification resulting from the Contracting Officer\'s request for
\"best and final\" offer, is subject to the same conditions as in
subparagraphs (a)(1), (2), and (3) of this provision.

\(c\) The only acceptable evidence to establish the time of receipt at
the Government installation is the time/date stamp of that installation
on the proposal wrapper or other documentary evidence of receipt
maintained by the installation.

\(d\) Acceptable evidence to establish the time of receipt at the
Government installation includes the time/date stamp of the installation
on the proposal wrapper, other documentary evidence of receipt
maintained by the installation, or oral testimony or statements of
Government personnel.

\(e\) The only acceptable evidence to establish the date of mailing of a
late offer, modification, or withdrawal sent by Express Mail Next Day
Service-Post Office to Addressee is the date entered by the post office
receiving clerk on the \"Express Mail Next day Service-Post Office to
Addressee\" label and the postmark on both the envelope or wrapper and
on the original receipt from the U.S. Postal Service. \"Postmark\" has
the same meaning as defined in paragraph (d) of this provision,
excluding postmarks of the Canadian Postal Service. Therefore, offerors
or quoters should request the postal clerk to place a legible hand
cancellation bull\'s eye postmark on both the receipt and the envelope
or wrapper.

\(f\) Notwithstanding paragraph (a) of this provision, a late
modification of an otherwise successful proposal that makes its terms
more favorable to the Government will be considered at any time it is
received and may be accepted.

\(g\) Proposals may be withdrawn by written notice or telegram
(including mailgram) received at any time before award. If the
solicitation authorizes facsimile proposals, proposals may be withdrawn
via facsimile received at any time before award, subject to the
conditions specified in the provision entitled \"Facsimile Proposals\".
Proposals may be withdrawn in person by an offeror or an authorized
representative, if the representative\'s identity is made known and the
representative signs a receipt for the proposal before award.

\(h\) If an emergency or unanticipated event interrupts normal
Government processes so that technical proposals cannot be received at
the office designated for receipt of technical proposals by the exact
time specified in the solicitation, and urgent Government requirements
preclude amendment of the solicitation or other notice of an extension
of the closing date, the time specified for receipt of technical
proposals will be deemed to be extended to the same time of day
specified in the solicitation on the first work day on which normal
Government processes resume. If no time is specified in the
solicitation, the time for receipt is 4:30 p.m., local time, for the
designated Government office.

52.215-12 RESTRICTION ON DISCLOSURE AND USE OF DATA. (APR 1984)

Offerors or quoters who include in their proposals or quotations data
that they do not want disclosed to the public for any purpose or used by
the Government except for evaluation purposes, shall -

\(a\) Mark the title page with the following legend:

\"This proposal or quotation includes data that shall not be disclosed
outside the Government and shall not be duplicated, used, or disclosed -
in whole or in part - for any purpose other than to evaluate this
proposal or quotation. If, however, a contract is awarded to this
offeror or quoter as a result of - or in connection with - the
submission of this data, the Government shall have the right to
duplicate, use, or disclose the data to the extent provided in the
resulting contract. This restriction does not limit the Government\'s
right to use information contained in this data if it is obtained from
another source without restriction. The data subject to this restriction
are contained in sheets \_\_\_\_\_\_\_ (insert numbers or other
identification of sheets)\"; and

\(b\) Mark each sheet of data it wishes to restrict with the following
legend:

\"Use or disclosure of data contained on this sheet is subject to the
restriction on the title page of this proposal or quotation.\"

52.215-13 PREPARATION OF OFFERS. (APR 1984)

\(a\) Offerors are expected to examine the drawings, specifications,
Schedule, and all instructions. Failure to do so will be at the
offeror\'s risk.

\(b\) Each offeror shall furnish the information required by the
solicitation. The offeror shall sign the offer and print or type its
name on the Schedule and each continuation sheet on which it makes an
entry. Erasures or other changes must be initialed by the person signing
the offer. Offers signed by an agent shall be accompanied by evidence of
that agent\'s authority, unless that evidence has been previously
furnished to the issuing office.

\(c\) For each item offered, offerors shall (1) show the unit
price/cost, including, unless otherwise specified, packaging, packing,
and preservation and (2) enter the extended price/cost for the quantity
of each item offered in the Amount column of the Schedule. In case of
discrepancy between a unit price/cost and an extended price/cost, the
unit price/cost will be presumed to be correct, subject, however, to
correction to the same extent and in the same manner as any other
mistake.

\(d\) Offers for supplies or services other than those specified will
not be considered unless authorized by the solicitation.

\(e\) Offerors must state a definite time for delivery of supplies or
for performance of services, unless otherwise specified in the
solicitation.

\(f\) Time, if stated as a number of days, will include Saturdays,
Sundays, and holidays.

52.215-15 FAILURE TO SUBMIT OFFER. (MAY 1997)

Recipients of this solicitation not responding with an offer should not
return this solicitation, unless it specifies otherwise. Instead, for
paper transactions, they should advise the issuing office by letter,
postcard, or established electronic commerce methods, whether they want
to receive future solicitations for similar requirements. Electronic
solicitations do not require notification of desire to receive future
solicitations, since these solicitations will be openly available to any
interested party. If a recipient does not submit an offer and does not
notify the issuing office that future solicitations are desired, the
recipient\'s name may be removed from the applicable mailing list.

52.215-16 CONTRACT AWARD. (OCT 1995)

\(a\) The Government will award a contract resulting from this
solicitation to the responsible offeror whose offer conforming to the
solicitation will be most advantageous to the Government, cost or price
and other factors, specified elsewhere in this solicitation, considered.

\(b\) The Government may (1) reject any or all offers if such action is
in the public interest, (2) accept other than the lowest offer, and (3)
waive informalities and minor irregularities in offers received.

\(c\) The Government intends to evaluate proposals and award a contract
after conducting written or oral discussions with all responsible
offerors whose proposals have been determined to be within the
competitive range. However, each initial offer should contain the
offeror\'s best terms from a cost or price and technical standpoint.

\(d\) The Government may accept any item or group of items of an offer,
unless the offeror qualifies the offer by specific limitations. Unless
otherwise provided in the Schedule, offers may be submitted for
quantities less than those specified. The Government reserves the right
to make an award on any item for a quantity less than the quantity
offered, at the unit cost or prices offered, unless the offeror
specifies otherwise in the offer.

\(e\) A written award or acceptance of offer mailed or otherwise
furnished to the successful offeror within the time for acceptance
specified in the offer shall result in a binding contract without
further action by either party. Before the offer\'s specified expiration
time, the Government may accept an offer (or part of an offer, as
provided in paragraph (d) above), whether or not there are negotiations
after its receipt, unless a written notice of withdrawal is received
before award. Negotiations conducted after receipt of an offer do not
constitute a rejection or counteroffer by the Government.

\(f\) Neither financial data submitted with an offer, nor
representations concerning facilities or financing, will form a part of
the resulting contract. However, if the resulting contract contains a
clause providing for price reduction for defective cost or pricing data,
the contract price will be subject to reduction if cost or pricing data
furnished is incomplete, inaccurate, or not current.

\(g\) The Government may determine that an offer is unacceptable if the
prices proposed are materially unbalanced between line items or subline
items. An offer is materially unbalanced when it is based on prices
significantly less than cost for some work and prices which are
significantly overstated in relation to cost for other work, and if
there is a reasonable doubt that the offer will result in the lowest
overall cost to the Government, even though it may be the low evaluated
offer, or it is so unbalanced as to be tantamount to allowing an advance
payment.

\(h\) The Government may disclose the following information in
post-award debriefings to other offerors: (1) the overall evaluated cost
or price and technical rating of the successful offeror; (2) the overall
ranking of all offerors, when any ranking was developed by the agency
during source selection; (3) a summary of the rationale for award; and
(4) for acquisitions of commercial end items, the make and model of the
item to be delivered by the successful offeror.