CLAUSE GROUP ONE (1) - CLAUSES APPLICABLE TO COMMERCIAL ITEM OPEN MARKET
ORAL PURCHASES

(Exceeding the micro-purchase threshold (as defined in [FAR
2.1](http://www.acquisition.gov/comp/far/current/html/Subpart 2_1.html#wp1145507))
and not exceeding \$100,000)

**1. *FAR 52.212-4 Contract Terms and Conditions -- Commercial Items
(OCT 2008) \-- Tailored***

\(a\) *Inspection/Acceptance*. The Contractor shall only tender for
acceptance those items that conform to the requirements of this
contract. The Government reserves the right to inspect or test any
supplies or services that have been tendered for acceptance. The
Government may require repair or replacement of nonconforming supplies
or reperformance of nonconforming services at no increase in contract
price. If repair/replacement or reperformance will not correct the
defects or is not possible, the Government may seek an equitable price
reduction or adequate consideration for acceptance of non-conforming
supplies or services. The Government must exercise its post-acceptance
rights -

> \(1\) Within a reasonable time after the defect was discovered or
> should have been discovered; and
>
> \(2\) Before any substantial change occurs in the condition of the
> item, unless the change is due to the defect in the item.

\(b\) *Assignment*. The Contractor or its assignee may assign its rights
to receive payment due as a result of performance of this contract to a
bank, trust company, or other financing institution, including any
Federal lending agency in accordance with the Assignment of Claims Act
(31 U.S.C. 3727). However, when a third party makes payment (e.g., use
of the Governmentwide commercial purchase card), the Contractor may not
assign its rights to receive payment under this contract.

\(c\) *Changes*. Changes in the terms and conditions of this contract
may be made only by written agreement of the parties.

\(d\) *Disputes*. This contract is subject to the Contract Disputes Act
of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this
contract to reach agreement on any request for equitable adjustment,
claim, appeal or action arising under or relating to this contract shall
be a dispute to be resolved in accordance with the clause at [FAR
52.233-1,
Disputes](http://www.acquisition.gov/comp/far/current/html/52_233_240.html#wp1113304),
which is incorporated herein by reference. The Contractor shall proceed
diligently with performance of this contract, pending final resolution
of any dispute arising under the contract.

\(e\) *Definitions*. The clause at [FAR 52.202-1,
Definitions](http://www.acquisition.gov/comp/far/current/html/52_200_206.html#wp1137572),
is incorporated herein by reference.

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

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

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

\(ii\) Invoice date and number;

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

> \(iv\) Description, quantity, unit of measure, unit price and extended
> price of the items delivered;
>
> \(v\) Shipping number and date of shipment, including the bill of
> lading number and weight of shipment if shipped on Government bill of
> lading;

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

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

> \(viii\) Name, title, and phone number of person to notify in event of
> defective invoice; and
>
> \(ix\) Taxpayer Identification Number (TIN). The Contractor shall
> include its TIN on the invoice only if required elsewhere in this
> contract.

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

> \(A\) The Contractor shall include EFT banking information on the
> invoice only if required elsewhere in this contract.
>
> \(B\) If EFT banking information is not required to be on the invoice,
> in order for the invoice to be a proper invoice, the Contractor shall
> have submitted correct EFT banking information in accordance with the
> applicable solicitation provision, contract clause (e.g., [52.232-33,
> Payment by Electronic Funds Transfer\--Central Contractor
> Registration](http://www.acquisition.gov/comp/far/current/html/52_232.html#wp1153351),
> or [52.232-34, Payment by Electronic Funds Transfer\--Other Than
> Central Contractor
> Registration](http://www.acquisition.gov/comp/far/current/html/52_232.html#wp1153375)),
> or applicable agency procedures.
>
> \(C\) EFT banking information is not required if the Government waived
> the requirement to pay by EFT.
>
> \(2\) Invoices will be handled in accordance with the Prompt Payment
> Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt
> payment regulations at 5 CFR part 1315.

\(h\) *Patent indemnity*. The Contractor shall indemnify the Government
and its officers, employees and agents against liability, including
costs, for actual or alleged direct or contributory infringement of, or
inducement to infringe, any United States or foreign patent, trademark
or copyright, arising out of the performance of this contract, provided
the Contractor is reasonably notified of such claims and proceedings.

\(i\) *Payment. -*

> \(1\) *Items accepted*. Payment shall be made for items accepted by
> the Government that have been delivered to the delivery destinations
> set forth in this contract.
>
> \(2\) *Prompt Payment*. The Government will make payment in accordance
> with the Prompt Payment Act (31 U.S.C. 3903) and OMB prompt payment
> regulations at 5 CFR part 1315.
>
> \(3\) *Electronic Funds Transfer (EFT)*. If the Government makes
> payment by EFT, see [52.212-5](#FAR522125)(b) for the appropriate EFT
> clause.
>
> \(4\) *Discount*. In connection with any discount offered for early
> payment, time shall be computed from the date of the invoice. For the
> purpose of computing the discount earned, payment shall be considered
> to have been made on the date which appears on the payment check or
> the specified payment date if an electronic funds transfer payment is
> made.
>
> \(5\) *Overpayments*. If the Contractor becomes aware of a duplicate
> contract financing or invoice payment or that the Government has
> otherwise overpaid on a contract financing or invoice payment, the
> Contractor shall\--
>
> \(i\) Remit the overpayment amount to the payment office cited in the
> contract along with a description of the overpayment including the\--
>
> \(A\) Circumstances of the overpayment (e.g., duplicate payment,
> erroneous payment, liquidation errors, date(s) of overpayment);
>
> \(B\) Affected contract number and delivery order number, if
> applicable;
>
> \(C\) Affected contract line item or subline item, if applicable; and
>
> \(D\) Contractor point of contact.
>
> \(ii\) Provide a copy of the remittance and supporting documentation
> to the Contracting Officer.

\(6\) *Interest*. (i) All amounts that become payable by the Contractor
to the Government under this contract shall bear simple interest from
the date due until paid unless paid within 30 days of becoming due. The
interest rate shall be the interest rate established by the Secretary of
the Treasury as provided in Section 611 of the Contract Disputes Act of
1978 (Public Law 95-563), which is applicable to the period in which the
amount becomes due, as provided in (i)(6)(v) of this clause, and then at
the rate applicable for each six-month period as fixed by the Secretary
until the amount is paid.

> \(ii\) The Government may issue a demand for payment to the Contractor
> upon finding a debt is due under the contract.
>
> \(iii\) Final decisions. The Contracting Officer will issue a final
> decision as required by 33.211 if\--
>
> \(A\) The Contracting Officer and the Contractor are unable to reach
> agreement on the existence or amount of a debt within 30 days;
>
> \(B\) The Contractor fails to liquidate a debt previously demanded by
> the Contracting Officer within the timeline specified in the demand
> for payment unless the amounts were not repaid because the Contractor
> has requested an installment payment agreement; or
>
> \(C\) The Contractor requests a deferment of collection on a debt
> previously demanded by the Contracting Officer (see 32.607-2).
>
> \(iv\) If a demand for payment was previously issued for the debt, the
> demand for payment included in the final decision shall identify the
> same due date as the original demand for payment.
>
> \(v\) Amounts shall be due at the earliest of the following dates:
>
> \(A\) The date fixed under this contract.
>
> \(B\) The date of the first written demand for payment, including any
> demand for payment resulting from a default termination.
>
> \(vi\) The interest charge shall be computed for the actual number of
> calendar days involved beginning on the due date and ending on\--
>
> \(A\) The date on which the designated office receives payment
>
> from the Contractor;
>
> \(B\) The date of issuance of a Government check to the Contractor
> from which an amount otherwise payable has been withheld as a credit
> against the contract debt; or
>
> \(C\) The date on which an amount withheld and applied to the contract
> debt would otherwise have become payable to the Contractor.
>
> \(vii\) The interest charge made under this clause may be reduced
> under the procedures prescribed in 32.608-2 of the Federal Acquisition
> Regulation in effect on the date of this contract.

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

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

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

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

\(l\) *Termination for the Government\'s convenience*. The Government
reserves the right to terminate this contract, or any part hereof, for
its sole convenience. In the event of such termination, the Contractor
shall immediately stop all work hereunder and shall immediately cause
any and all of its suppliers and subcontractors to cease work. Subject
to the terms of this contract, the Contractor shall be paid a percentage
of the contract price reflecting the percentage of the work performed
prior to the notice of termination, plus reasonable charges the
Contractor can demonstrate to the satisfaction of the Government using
its standard record keeping system, have resulted from the termination.
The Contractor shall not be required to comply with the cost accounting
standards or contract cost principles for this purpose. This paragraph
does not give the Government any right to audit the Contractor\'s
records. The Contractor shall not be paid for any work performed or
costs incurred which reasonably could have been avoided.

\(m\) *Termination for cause*. The Government may terminate this
contract, or any part hereof, for cause in the event of any default by
the Contractor, or if the Contractor fails to comply with any contract
terms and conditions, or fails to provide the Government, upon request,
with adequate assurances of future performance. In the event of
termination for cause, the Government shall not be liable to the
Contractor for any amount for supplies or services not accepted, and the
Contractor shall be liable to the Government for any and all rights and
remedies provided by law. If it is determined that the Government
improperly terminated this contract for default, such termination shall
be deemed a termination for convenience.

\(n\) *Title*. Unless specified elsewhere in this contract, title to
items furnished under this contract shall pass to the Government upon
acceptance, regardless of when or where the Government takes physical
possession.

\(o\) *Warranty*. The Contractor warrants and implies that the items
delivered hereunder are merchantable and fit for use for the particular
purpose described in this contract.

\(p\) *Limitation of liability*. Except as otherwise provided by an
express warranty, the Contractor will not be liable to the Government
for consequential damages resulting from any defect or deficiencies in
accepted items.

\(q\) *Other compliances*. The Contractor shall comply with all
applicable Federal, State and local laws, executive orders, rules and
regulations applicable to its performance under this contract.

\(r\) *Compliance with laws unique to Government contracts*. The
Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations
on the use of appropriated funds to influence certain Federal contracts;
18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et
seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58,
Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to
whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C.
423 relating to procurement integrity.

\(s\) *Order of precedence*. Any inconsistencies in this solicitation or
contract shall be resolved by giving precedence in the following order:

\(1\) The schedule of supplies/services.

> \(2\) The Assignments, Disputes, Payments, Invoice, Other Compliances,
> and Compliance with Laws Unique to Government Contracts paragraphs of
> this clause.

\(3\) The clause at [52.212-5](#FAR522125).

> \(4\) Addenda to this solicitation or contract, including any license
> agreements for computer software.

\(5\) Solicitation provisions if this is a solicitation.

\(6\) Other paragraphs of this clause.

\(7\) The Standard Form 1449.

\(8\) Other documents, exhibits, and attachments.

\(9\) The specification.

\(t\) **TAILORED** - Note this paragraph is being deleted because it is
not applicable. Oral orders using the purchase card as both the ordering
and payment mechanism are exempt from the Central Contractor
Registration requirements at [FAR
4.1102](http://www.acquisition.gov/comp/far/current/html/Subpart 4_11.html#wp1073577).

(End of clause)

**2.** []{#FAR522125 .anchor}***FAR 52.212-5 Contract Terms And
Conditions Required To Implement Statutes Or Executive Orders-Commercial
Items (JAN 2009)***

\(a\) The contractor shall comply with the following federal acquisition
regulation (FAR) clauses, which are incorporated in this contract by
reference, to implement provisions of law or executive orders applicable
to acquisitions of commercial items:

> \(1\) [52.233-3, Protest After
> Award](http://www.acquisition.gov/comp/far/current/html/52_233_240.html#wp1113329)
> (Aug 1996) (31 U.S.C. 3553).
>
> \(2\) [52.233-4, Applicable Law for Breach of Contract
> Claim](http://www.acquisition.gov/comp/far/current/html/52_233_240.html#wp1113344)
> (Oct 2004) (Pub. L. 108-77, 108-78).

\(b\) The contractor shall comply with the FAR clauses in this paragraph
(b) that the contracting officer has indicated as being incorporated in
this contract by reference to implement provisions of law or executive
orders applicable to acquisitions of commercial items:

\[Contracting Officer Check As Appropriate.\]

[\_\_]{.underline} (1)
[52.203-6](http://www.acquisition.gov/comp/far/current/html/52_200_206.html#wp1137622),
Restrictions On Subcontractor Sales To The Government (SEP 2006), With
Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

[\_\_]{.underline} (2)
[52.203-13](http://www.acquisition.gov/comp/far/current/html/52_200_206.html#wp1141983)
Contractor Code of Business Ethics and Conduct (DEC 2008) (Pub.L.
110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

[\_\_]{.underline} (3)
[52.219-3](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1135955),
Notice Of Total HUBZone Set-Aside (JAN 1999) (15 U.S.C. 657a).

[\_\_]{.underline} (4)
[52.219-4](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1135970),
Notice Of Price Evaluation Preference For HUBZone Small Business
Concerns (JUL 2005) (if the offeror elects to waive the preference, it
shall so indicate in its offer) (15 U.S.C. 657a).

[\_\_]{.underline} (5) \[Reserved\]

[\_**X**\_]{.underline} (6)(i)
[52.219-6](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136004),
Notice Of Total Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

[\_\_]{.underline} (ii) Alternate I (OCT 1995) Of
[52.219-6](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136004).

[\_\_]{.underline} (iii) Alternate II (MAR 2004) Of
[52.219-6](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136004).(**Applicable
when FPI is included in the competition).**

[\_\_]{.underline} (7)(i)
[52.219-7](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136017),
Notice Of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

[\_\_]{.underline} (ii) Alternate I (OCT 1995) Of
[52.219-7](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136017).

[\_\_]{.underline} (iii) Alternate II (MAR 2004) Of
[52.219-7](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136017)
(**Applicable when FPI is included in the competition).**

[\_\_]{.underline} (8)
[52.219-8](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136032),
Utilization Of Small Business Concerns (MAY 2000) (15 U.S.C. 637(d)(2)
and (3)).

[\_\_]{.underline} (9)(i)
[52.219-9](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136058),
Small Business Subcontracting Plan (APR 2008) -(15 U.S.C. 637(d)(4).

[\_\_]{.underline} (ii) Alternate I (Oct 2001) Of
[52.219-9](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136058).

[\_\_]{.underline} (iii) Alternate II (Oct 2001) Of
[52.219-9](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136058).

[\_\_]{.underline} (10)
[52.219-14](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136175),
Limitations On Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

[\_\_]{.underline} (11)
[52.219-16](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136186),
Liquidated Damages-Subcontracting Contracting Plan (JAN 1999) (15 U.S.C.
637(d)(4)(F)(i)).

[\_\_]{.underline} (12)(i)
[52.219-23](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136333),
Notice Of Price Evaluation Adjustment For Small Disadvantaged Business
Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the
adjustment, it shall so indicate in its offer).

[\_\_]{.underline} (ii) Alternate I (JUN 2003) Of
[52.219-23](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136333).

[\_\_]{.underline} (13)
[52.219-25](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136374),
Small Disadvantaged Business Participation Program-Disadvantaged Status
and Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C.
2323).

[\_\_]{.underline} (14)
[52.219-26](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136380),
Small Disadvantaged Business Participation Program-Incentive
Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C.
2323).

[\_\_]{.underline} (15)
[52.219-27](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136387),
Notice of Total Service-Disabled Veteran-Owned Small

Business Set-Aside (MAY 2004)

**[\_X\_]{.underline}**(16)
[52.219-28](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1139913),
Post-Award Small Business Program Representation (JUNE 2007) (15 U.S.C.
632(a)(2)).

**[\_X\_]{.underline}**(17)
[52.222-3](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1147479),
Convict Labor (JUN 2003) (E.O. 11755). **(Applies unless the order will
be subject to the Walsh-Healey Public Contracts Act, which contains a
separate prohibition against the employment of convict labor.)**

**[\_X\_]{.underline}**(18)
[52.222-19](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1147630),
Child Labor-Cooperation with Authorities and Remedies (FEB 2008) (E.O.
13126).

**[\_X\_]{.underline}**(19)
[52.222-21](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1147656),
Prohibition of Segregated Facilities(FEB 1999).

[\_**X\_**]{.underline}(20)
[52.222-26](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1147711),
Equal Opportunity (MAR 2007) (E.O. 11246).**(Applicable over
\$10,000.)**

**[\_\_]{.underline}**(21)
[52.222-35](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148042),
Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam
Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

[\_**X\_**]{.underline}(22)
[52.222-36](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148097),
Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C.
793). **(Applicable over \$10,000.)**

**[\_ \_]{.underline}**(23)
[52.222-37](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148123),
Employment Reports on Special Disabled Veterans, Veterans of the Vietnam
Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

[\_ \_]{.underline}(24)
[52.222-39](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148147),
Notification of Employee Rights Concerning Payment of Union Dues or Fees
(DEC 2004) (E.O. 13201).

**[X]{.underline}** (25) (i) [52.222-50, Combating Trafficking in
Persons](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1151848)
(AUG 2007) (Applies to all contracts).

\(ii\) Alternate I (AUG 2007) of
[52.222-50](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1151848)

\_\_\_(26) 52.222-54, Employment Eligibility Verification (JAN 2009).
(Executive Order 12989). (Not applicable to the acquisition of
commercially available off-the-shelf items or certain other types of
commercial items as prescribed in 22.1803.) **(Applicable over \$100,000
and on or after (but not before 2/20/09).**

\_\_\_ (27)(i)
[52.223-9](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1168892),
Estimate of Percentage of Recovered Material Content for EPA-Designated
Products (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)).

[\_\_\_]{.underline} (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C.
6962(i)(2)(C)).

[\_**X\_**]{.underline} (28)
[52.223-15](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1178433),
Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C.
8259(b). **(Unless CO indicates otherwise, this clause is applicable
when purchase is for energy-consuming products listed at
<http://www.energystar.gov/products> or
<http://www1.eere.energy.gov/femp/procurement/eep_requirements.html>).**

[\_**X\_**]{.underline} (29)(i)
[52.223-16](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1179078),
IEEE 1680 Standard for the Environmental Assessment of Personal Computer
Products (DEC 2007) (E.O. 13423). **(Unless CO indicates otherwise, this
clause is applicable when purchase is for personal computer products).**

**\_\_**(ii) Alternate I (DEC 2007) of
[52.223-16](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1179078)
(**CO may use this alternate if CO determines that there are sufficient
[EPEAT](http://www.epeat.net/) Silver registered products available to
meet agency needs**).

[\_**X\_**]{.underline} (30)
[52.225-1](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1168995),
Buy American Act-Supplies (JUN 2003)(41 U.S.C. 10a-10d). **(Unless the
contracting officer has indicated that this clause is not applicable, or
the acquisition is for information technology, this clause applies to
acquisitions between \$3,000 and \$25,000 and to acquisitions over
\$25,000 if 52.225-3 or one of its alternates does not apply.**

**[\_X\_]{.underline}**(31)(i)
[52.225-3](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1169038),
Buy American Act -- Free Trade Agreements -- Israeli Trade Act (AUG
2007) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note,
Pub.L. 108-77, 108-78, 108-286, 109-53 and 109-169). **(Unless the
contracting officer has indicated that this clause and its Alternates as
cited below is not applicable, or the acquisition is for information
technology, the clause(s) apply to non-small business set-aside supply
and services orders at the dollar thresholds indicated in the table at
FAR 25.402(b)).**

**[\_X\_]{.underline}** (ii) Alternate I (JAN 2004) of
[52.225-3](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1169038).
**(Alternate I clause applies to non-small business set-aside supply and
services orders between \$25,000 and \$50,000).**

**[\_X\_]{.underline}**(iii) Alternate II (MAY 2002) of
[52.225-3](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1169038).
**(Alternate II clause applies to non-small business set-aside supply
and services orders between \$50,000 and \$67,826**

[\_\_\_]{.underline} (32)
[52.225-5](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1169151),
Trade Agreements (NOV 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301
note).

**[\_X\_]{.underline}**(33)
[52.225-13](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1169608),
Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.s,
proclamations, and statutes administered by the Office of Foreign Assets
Control of the Department of the Treasury).

[\_\_\_]{.underline} (34)
[52.226-4](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1173773),
Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C.
5150)

[\_\_\_]{.underline} (35)
[52.226-5](http://www.acquisition.gov/comp/far/current/html/52_223_226.html#wp1173393),
Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV
2007) (42 U.S.C. 5150).

[\_\_\_]{.underline} (36)
[52.232-29](http://www.acquisition.gov/comp/far/current/html/52_232.html#wp1153230),
Terms for Financing of Purchases of Commercial Items (FEB 2002) (41
U.S.C. 255(f), 10 U.S.C. 2307(f)).

[\_\_\_]{.underline} (37)
[52.232-30](http://www.acquisition.gov/comp/far/current/html/52_232.html#wp1153252),
Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f),
10 U.S.C. 2307(f)).

[\_\_\_]{.underline} (38)
[52.232-33](http://www.acquisition.gov/comp/far/current/html/52_232.html#wp1153351),
Payment by Electronic Funds Transfer-Central Contractor Registration
(OCT 2003) (31 U.S.C. 3332).

[\_\_\_]{.underline} (39)
[52.232-34](http://www.acquisition.gov/comp/far/current/html/52_232.html#wp1153375),
Payment by Electronic Funds Transfer-Other than Central Contractor
Registration (MAY 1999) (31 U.S.C. 3332).

[\_\_\_]{.underline} (40)
[52.232-36](http://www.acquisition.gov/comp/far/current/html/52_232.html#wp1153445),
Payment by Third Party (MAY 1999) (31 U.S.C. 3332).

[\_**X\_**]{.underline}(41)
[52.239-1](http://www.acquisition.gov/comp/far/current/html/52_233_240.html#wp1113650),
Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).**(Applies if
award is for information technology requiring security of the
information technology or system of records.)**

[\_\_\_]{.underline}
(42)(i)[52.247-64](http://www.acquisition.gov/comp/far/current/html/52_247.html#wp1156217),
Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)
(46 U.S.C. Appx 1241(b)).

[\_\_\_]{.underline} (ii) Alternate I (APR 2003) of
[52.247-64](http://www.acquisition.gov/comp/far/current/html/52_247.html#wp1156217).

\(c\) The contractor shall comply with the FAR clauses in this paragraph
(c), applicable to commercial services, that the contracting officer has
indicated as being incorporated in this contract by reference to
implement provisions of law or executive orders applicable to
acquisitions of commercial items:

\[Contracting Officer Check As Appropriate.\]

> [\_ \_]{.underline} (1)
> [52.222-41](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148176),
> Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq.).
>
> [\_ \_]{.underline} (2)
> [52.222-42](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1153423),
> Statement of Equivalent Rates for Federal Hires (MAY 1989 ) (29 U.S.C.
> 206 and 41 U.S.C. 351, et seq.).
>
> [\_ \_]{.underline} (3)
> [52.222-43](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148260),
> Fair Labor Standards Act and Service Contract Act-Price Adjustment
> (Multiple Year and Option Contracts) (NOV 2006) (29 U.S.C. 206 and 41
> U.S.C. 351, et seq.).
>
> [\_ \_]{.underline} (4)
> [52.222-44](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148274),
> Fair Labor Standards Act and Service Contract Act-Price Adjustment
> (FEB 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
>
> \(5\)
> [52.222-51](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1155380),
> Exemption from Application of the Service Contract Act to Contracts
> for Maintenance, Calibration, or Repair of Certain
> Equipment-Requirements (NOV 2007) (41 U.S.C. 351, et seq.)
>
> \(6\)
> [52.222-53](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1155440),
> Exemption from Application of the Service Contract Act to Contracts
> for Certain Services-Requirements (NOV 2007) (41 U.S.C. 351, et seq.)
>
> \(7\)
> [52.237-11](http://www.acquisition.gov/comp/far/current/html/52_233_240.html#wp1120023),
> Accepting and Dispensing of \$1 Coin (SEPT 2008) (31 U.S. C.
> 5112(p)(1))

\(d\) Comptroller General Examination Of Record. The contractor shall
comply with the provisions of this paragraph (d) if this contract was
awarded using other than sealed bid, is in excess of the simplified
acquisition threshold, and does not contain the clause at
[52.215-2](http://www.acquisition.gov/comp/far/current/html/52_215.html#wp1144470),
Audit and Records-Negotiation.

> \(1\) The comptroller general of the united states, or an authorized
> representative of the comptroller general, shall have access to and
> right to examine any of the contractor\'s directly pertinent records
> involving transactions related to this contract.
>
> \(2\) The contractor shall make available at its offices at all
> reasonable times the records, materials, and other evidence for
> examination, audit, or reproduction, until 3 years after final payment
> under this contract or for any shorter period specified in [FAR
> Subpart
> 4.7](http://www.acquisition.gov/comp/far/current/html/Subpart 4_7.html#wp1082800),
> contractor records retention, of the other clauses of this contract.
> If this contract is completely or partially terminated, the records
> relating to the work terminated shall be made available for 3 years
> after any resulting final termination settlement. Records relating to
> appeals under the disputes clause or to litigation or the settlement
> of claims arising under or relating to this contract shall be made
> available until such appeals, litigation, or claims are finally
> resolved.
>
> \(3\) As used in this clause, records include books, documents,
> accounting procedures and practices, and other data, regardless of
> type and regardless of form. This does not require the contractor to
> create or maintain any record that the contractor does not maintain in
> the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs
(a), (b), (c), and (d) of this clause, the contractor is not required to
flow down any FAR clause, other than those in paragraphs (i) through
(vii) of this paragraph in a subcontract for commercial items.

Unless otherwise indicated below, the extent of the flow down shall be
as required by the clause-

\(i\)
[52.203-6](http://www.acquisition.gov/comp/far/current/html/52_200_206.html#wp1137622),
Restrictions On Subcontractor Sales To The Government (SEP 2006), With
Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

\(ii\)
[52.219-8](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1136032),
Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637(d)(2)
and (3)), in all subcontracts that offer further subcontracting
opportunities. If the subcontract (Except Subcontracts To Small Business
Concerns) exceeds \$550,000 (\$1,000,000 for construction of any public
facility), the subcontractor must include 52.219-8 in lower tier
subcontracts that offer subcontracting opportunities.

\(iii\)
[52.222-26](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1147711),
Equal Opportunity (MAR 2007) (E.O. 11246).

\(iv\)
[52.222-35](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148042),
Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam
Era, and other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).

\(v\)
[52.222-36](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148097),
Affirmative Action For Workers With Disabilities (JUN 1998) (29 U.S.C.
793).

\(vi\)
[52.222-39](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148147),
Notification of Employee Rights Concerning Payment of Union Dues or Fees
(DEC 2004) (E.O. 13201).

\(vii\)
[52.222-41](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148176),
Service Contract Act of 1965, (NOV 2007) (41 U.S.C. 351, et seq.).

\(viii\)
[52.222-50](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1151848),
Combating Trafficking in Persons (AUG 2007) (22 U.S.C. 7104(g)). Flow
down required in accordance with paragraph (f) of FAR clause 52.222-50.

> \(ix\)
> [52.222-51](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1155380),
> Exemption from Application of the Service Contract Act to Contracts
> for Maintenance, Calibration, or Repair of Certain
> Equipment-Requirements (NOV 2007) (41 U.S.C. 351, et seq.)
>
> \(x\)
> [52.222-53](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1155440),
> Exemption from Application of the Service Contract Act to Contracts
> for Certain Services-Requirements (NOV 2007) (41 U.S.C. 351, et seq.)
>
> \(xi\) 52.222-54, Employment Eligibility Verification (JAN 2009).

\(xii\)
[52.247-64](http://www.acquisition.gov/comp/far/current/html/52_247.html#wp1156217),
Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)
(46 U.S.C. Appx 1241(b)). Flow Down Required in Accordance with
Paragraph (d) of FAR Clause 52.247-64.

\(2\) While not required, the contractor may include in its subcontracts
for commercial items a minimal number of additional clauses necessary to
satisfy its contractual obligations.

(End Of Clause)

**3. The Contractor shall also comply with the following terms and
conditions as applicable.**

a\. [Virus Free Maintenance Services]{.underline}

The Contractor shall be responsible for ensuring that any and all
diskettes, backups, loaner equipment, replacement hard drives, systems,
etc., used in performing maintenance under this contract are virus free.
In the event that it is determined by the Government that a virus
infection is the result of maintenance service performed by the
contractor under this contract, the Contractor shall, at no cost to the
Government perform the following:

\(1\) Eliminate the virus from all identified processors;

\(2\) Reload backup copies of any lost or damaged software; and,

\(3\) Scan all equipment subjected to previous maintenance calls within
the last 30 days.

If the Contractor finds a virus on any computer system (Government or
Contractor-owned) at SSA, the Contractor shall notify the project
officer immediately.

(End Of Clause)

*Updated 01/15/09 through FAC 2005-29 (Effective date:01/19/09).*