SECTION I

**CONTRACT CLAUSES**

**I.1 52.252-2 Clauses Incorporated by Reference (FEB 1998)**

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. Also, the
full text of a clause may be accessed electronically at this address:
[http://www.arnet.gov](http://www.arnet.gov/far)

### I.1.1 FEDERAL ACQUISITION REGULATION (48 CHAPTER 1) CLAUSES

**Clause No. Clause Title Date**

52.202-1 Definitions (DEC 2001)

52.203-3 Gratuities (APR 1984)

52.203-5 Covenant Against Contingent Fees (APR 1984)

52.203-6 Restrictions On Subcontractor (JUL 1995)

> Sales to the Government

52.203-7 Anti-Kickback Procedures (JUL 1995)

52.203-8 Cancellation, Rescission, and (JAN 1997)

> Recovery of Funds for Illegal or Improper Activity

52.203-10 Price of Fee Adjustment for Illegal (JAN 1997)

> or Improper Activity

52.203-12 Limitation on Payments to Influence (JUN 2003)

> Certain Federal Transactions

52.204-2 Security Requirements (AUG 1996)

52.204-4 Printing/Copying Double-Sided (AUG 2000)

> on Recycled Paper

52.209-6 Protecting the Government\'s (JUL 1995)

> Interest when Subcontracting with Contractors
>
> Debarred, Suspended, or Proposed for Debarment

52.211-5 Material Requirements (AUG 2000)

52.212-4 Contract Terms and Conditions (FEB 2002)

Commercial Items

52.214-34 Submission of Offers in the English (APR 1991)

Language

52.214-35 Submission of Offers in U.S. (Apr 1991)

Currency

52.215-2 Audit and Records -- Negotiations (JUN 1999)

52.215-8 Order of Precedence---Uniform (OCT 1997)

Contract Format

52.215-14 Integrity of Unit Prices (OCT 1997)

52.217-9 Option to Extend the Term of the Contract (MAR 2000)

52.219-8 Utilization of Small Business (OCT 2000)

Concerns

52.219-14 Limitations on Subcontracts (DEC 1996)

52.222-1 Notice to the Government (FEB 1997)

of Labor Disputes

52.222-3 Convict Labor (JUN 2003)

52.222-19 Child Labor Cooperation with Authorities (SEP 2002)

and Remedies

52.222-20 Walsh-Healy Public Contracts Act (DEC 1996)

52.222-21 Prohibition of Segregated Facilities (FEB 1999)

52.222-26 Equal Opportunity (APR 2002)

52.222-29 Notification of Visa Denial (JUN 2003)

52.222-35 Affirmative Action for Disabled (DEC 2001)

Veterans and Veterans of the Vietnam Era

And other Eligible Veterans

52.222-36 Affirmative Action for Workers (JUN 1998)

with Disabilities

52.222-37 Employment Reports on Special (DEC 2001)

Disabled Veterans and Veterans of the

Vietnam Era and other Eligible Veterans

52.223-5 Pollution Prevention and (APR 1998)

Right-to-Know Information

52.223-6 Drug Free Workplace (MAY 2001)

52.223-10 Waste Reduction Program (AUG 2000)

52.223-14 Toxic Chemical Release Reporting (JUN 2003)

52.224-1 Privacy Act Notification (APR 1984)

52.224-2 Privacy Act (APR 1984)

52.225-13 Restrictions of Certain Foreign (JUN 2003)

Purchases

52.225-14 Inconsistency Between English (FEB 2000)

Version and Translation of Contract

52.226-1 Utilization of Indian Organizations (JUN 2000)

and Indian Owned Economic Enterprises

52.227-1 Authorization and Consent (JUL 1995)

52.227-2 Notice and Assistance Regarding (AUG 1996)

> Patent and Copyright Infringement

52.227-3 Patent Indemnity (APR 1984)

52.227-14 Rights in Data - General (JUN 1987)

52.227-19 Commercial Computer Software- (JUN 1987)

Restricted Rights

52.228-5 Insurance -- Work on Government (JAN 1997)

Installation

52.229-3 Federal, State, and Local Taxes (JUN 2003)

52.229-5 Taxes -- Contracts Performed in U.S. (APR 1984)

Possessions or Puerto Rico

52.229-6 Taxes -- Foreign Fixed Price Contracts (JAN 1991)

52.232-1 Payments (APR 1984)

52.232-7 Payments Under Time and Materials (DEC 2002)

and Labor-Hour Contracts

52.232-8 Discounts for Prompt Payment (FEB 2002)

52.232-11 Extras (APR 1984)

52.232-17 Interest (JUN 1996)

52.232-18 Availability of Funds (APR 1984)

52.232-23 Assignment of Claims (JAN 1986)

52.232-25 Prompt Payment (FEB 2002)

52.232-34 Payments by Electronic Funds (MAY 1999)

Transfer-Other than Central

Contractor Registration

52.233-1 Disputes (JUL 2002)

52.233-3 Protest After Award (AUG 1996)

52.237-2 Protection of Government Buildings, (APR 1984)

Equipment and Vegetation

52.237-3 Continuity of Services (JAN 1991)

52.239-1 Privacy or Security Safeguards (AUG 1996)

52.242-13 Bankruptcy (JUL 1995)

52.243-1 Changes-Fixed Price Alternate II (AUG 1987)

52.243-3 Changes-Time and Materials or (SEP 2000)

Labor-Hours

52.244-2 Subcontracts (AUG 1998)

52.244-6 Subcontracts for Commercial Items (APR 2003)

52.245-1 Property Records (APR 1984)

52.245-2 Government Property (Fixed Price (DEC 1989)

Contracts)

52.245-5 Government Property (Cost (JAN 1986)

Reimbursement, Time and Materials

or Labor Hour Contracts)

52.245-19 Government Property Furnished (APR 1984)

"As-Is"

52.246-18 Warranty of Supplies of a Complex (MAY 2001)

Nature

52.246-19 Warranty of Systems and Equipment (MAY 2001)

> under Performance Specifications
>
> Or Design Criteria

52.246-20 Warranty of Services (MAY 2001)

52.246-23 Limitation of Liability (FEB 1997)

52.246-25 Limitation of Liability -- Services (FEB 1997)

52.248-1 Value Engineering (FEB 2000)

52.249-2 Termination for Convenience of the (SEP 1996)

Government (Fixed Price)

52.249-8 Default (Fixed Price Supply and (APR 1984)

Service)

52.249-14 Excusable Delays (APR 1984)

52.253-1 Computer Generated Forms (JAN 1991)

I.1.2 General Services Administration Acquisition Regulation (GSAM) (48
CFR Chapter 5) Clauses.
[http://www.arnet.gov.GSAM/gsam.html]{.underline}

552.203-71 Restriction of Advertising (SEP 1999)

552.215-70 Examination of Records by GSA (FEB 1996)

552.228-70 Workman\'s Compensation Laws (SEP 1999)

552.232-23 Assignment of Claims (SEP 1999)

552.233-70 Protests Filed Directly with the (MAR 2000)

General Services Administration

552.246-17 Warranty of Supplies of a Noncomplex (DEC 1990)

Nature (Deviation FAR 52.246-17)

**I.2 52.215-19 Notification of Ownership Changes (Oct 1997)**

\(a\) 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, that 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 that meet the applicability requirement
of FAR 15.408(k).

**(End of Clause)**

**I.3 52.216-18 Ordering (OCT 1995)**

\(a\) Any supplies and services to be furnished under this contract
shall be ordered by issuance of delivery orders or task orders by the
individuals or activities designated in the Schedule. Such orders may be
issued from date of contract award through expiration including options
thereof.

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

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

**(End of Clause)**

**I.4 52.216-22 Indefinite Quantity (OCT 1995)**

\(a\) This is an indefinite-quantity contract for supplies or services
specified, and effective for the period stated, in the Schedule. The
quantities of supplies and services specified in the Schedule are
estimated only and are not purchased by this contract.

\(b\) Delivery or performance shall be made only as authorized by orders
issued in accordance with the Ordering clause. The Contractor shall
furnish to the Government, when and if ordered, the supplies or services
specified in the Schedule up to and including the quantity designated in
the Schedule as the \"maximum.\" The Government shall order at least the
quantity of supplies or services designated in the Schedule as the
\"minimum.\"

\(c\) Except for any limitations on quantities in the Order Limitations
clause or in the Schedule, there is no limit on the number of orders
that may be issued. The Government may issue orders requiring delivery
to multiple destinations or performance at multiple locations.

\(d\) Any order issued during the effective period of this contract and
not completed within that period shall be completed by the Contractor
within the time specified in the order. The contract shall govern the
Contractor\'s and Government\'s rights and obligations with respect to
that order to the same extent as if the order were completed during the
contract\'s effective period; provided, that the Contractor shall not be
required to make any deliveries under this contract after the date
specified in the Task/Delivery Order.

**(End of Clause)**

**I.5 52.217-9 Option to Extend the Term of the Contract (MAR 2000)**

\(a\) The Government may extend the term of this contract by written
notice to the Contractor upon expiration of this contract; provided that
the Government shall give the Contractor a preliminary written notice of
its intent to extend at least 30 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 7 years and 6 months.

**(End of Clause)**

**I.6 52.219-18 Notification of Competition Limited to Eligible 8(a)
Concerns.**

**(June 2003)**

\(a\) Offers are solicited only from small business concerns expressly
certified by the Small Business Administration (SBA) for participation
in the SBA\'s 8(a) Program and which meet the following criteria at the
time of submission of offer-

\(1\) The Offeror is in conformance with the 8(a) support limitation set
forth in its approved business plan; and

\(2\) The Offeror is in conformance with the Business Activity Targets
set forth in its approved business plan or any remedial action directed
by the SBA.

\(b\) By submission of its offer, the Offeror represents that it meets
all of the criteria set forth in paragraph (a) of this clause.

\(c\) Any award resulting from this solicitation will be made to the
Small Business Administration, which will subcontract performance to the
successful 8(a) offeror selected through the evaluation criteria set
forth in this solicitation.

\(d\) (1) Agreement. A small business concern submitting an offer in its
own name agrees to furnish, in performing the contract, only end items
manufactured or its outlying areas. If this procurement is processed
under simplified acquisition procedures and the total amount of this
contract does not exceed \$25,000, a small business concern may furnish
the product of any domestic firm. This paragraph does not apply in
connection with construction or service contracts.

\(2\) The \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\[insert name of SBA\'s contractor\] will notify the GSA Contracting
Officer in writing immediately upon entering an agreement (either oral
or written) to transfer all or part of its stock or other ownership
interest to any other party.

**(End of Clause)**

**I.7 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (APR 2003)**

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

\"Commercial item\" has the meaning contained in the clause at 52.202-1,
Definitions.

\"Subcontract\" includes a transfer of commercial items between
divisions, subsidiaries, or affiliates of the Contractor or
subcontractor at any tier.

\(b\) To the maximum extent practicable, the Contractor shall
incorporate, and require its subcontractors at all tiers to incorporate,
commercial items or nondevelopmental items as components of items to be
supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts
for commercial items:

\(i\) 52.219-8, Utilization of Small Business Concerns (Oct 2000) (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 \$500,000 (\$1,000,000 for construction
of any public facility), the subcontractor must include 52.219-8 in
lower tier subcontracts that offer subcontracting opportunities.

\(ii\) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246).

\(iii\) 52.222-35, Equal Opportunity for Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38
U.S.C. 4212(a));

\(iv\) 52.222-36, Affirmative Action for Workers with Disabilities (June
1998) (29 U.S.C. 793).

\(v\) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial
Vessels (June 2000) (46 U.S.C. Appx 1241) (flowdown not required for
subcontracts awarded beginning May 1, 1996).

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

\(d\) The Contractor shall include the terms of this clause, including
this paragraph (d), in subcontracts awarded under this contract.

**(End of Clause)**

I.7.1 52.252-6 Authorized Deviations in Clauses (APR 1984).

\(a\) The use in this solicitation or contract of any Federal
Acquisition Regulation (48 CFR Chapter 1) clause with an authorized
deviation is indicated by the addition of \"(DEVIATION)\" after the date
of the clause.

\(b\) The use in this solicitation or contract of any GSAM (48 CFR
Chapter 5) clause with an authorized deviation is indicated by the
addition of \"(DEVIATION)\" after the name of the regulation.

**(End of Clause)**

**I.8 552.217-71 Notice Regarding Option(s) (NOV 1992) (GSAM)**

The General Services Administration (GSA) has included an option to
extend the term of this contract in order to demonstrate the value it
places on quality performance by providing a mechanism for continuing a
contractual relationship with a successful Offeror that performs at a
level which meets or exceeds GSA's quality performance expectations as
communicated to the Contractor, in writing, by the Contracting Officer
or designated representative. When deciding whether to exercise the
option, the Contracting Officer will consider the quality of the
Contractor's past performance under this contract in accordance with 48
CFR 517.207.

**(End of Clause)**

**I.9 552.219-74 SECTION 8(a) DIRECT AWARD (SEP 1999)**

> \(a\) This contract is issued as a direct award between the
> contracting activity and the 8(a) Contractor pursuant to the
> Memorandum of Understanding between the Small Business Administration
> (SBA) and the General Services Administration. SBA retains the
> responsibility for 8(a) certifications, 8(a) eligibility
> determinations, and related issues, and will provide counseling and
> assistance to the 8(a) contractor under the 8(a) program. The
> cognizant SBA district office is:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[*Complete at time of award*\]

> \(b\) The contracting activity is responsible for administering the
> contract and taking any action on behalf of the Government under the
> terms and conditions of the contract. However, the contracting
> activity shall give advance notice to SBA before it issues a final
> notice terminating performance, either in whole or in part, under the
> contract. The contracting activity shall also coordinate with SBA
> prior to processing any advance payments or novation agreements. The
> contracting activity may assign contract administration functions to a
> contract administration office.

\(c\) The Contractor agrees:

(1) To notify the Contracting Officer, simultaneous with its
    notification to SBA (as required by SBA\'s 8(a) regulations), when
    the owner or owners upon whom 8(a) eligibility is based plan to
    relinquish ownership or control of the concern. Consistent with 15
    U.S.C. 637(a)(21), transfer of ownership or control shall result in
    termination of the contract for convenience, unless SBA waives the
    requirement for termination prior to the actual relinquishing of
    ownership and control.

\(2\) To the requirements of 52.219-14, Limitations on Subcontracting.

**(End of Clause)**

**I.10 552.232-70 Invoice Requirements (SEP 1999)(GSAM)**

\(a\) Invoices shall be submitted in an original only, unless otherwise
specified, to the designated billing office specified in this contract
or purchase/delivery order.

\(b\) Invoices must include the Accounting Control Transaction (ACT)
number provided below or on the purchase/delivery order.

\(c\) In addition to the requirements for a proper invoice specified in
the Prompt Payment Clause of this contract or purchase/delivery order,
the following information or documentation must be submitted with each
invoice:

\(1\) Name of the business concern and invoice date.

\(2\) Contract Number, ITI Project Number, and Title

\(3\) Delivery order number

\(4\) Item number, national stock number (NSN) or other

product identification number, description, price, and quantity of
property or services actually delivered or rendered

\(5\) Shipping and payment terms

\(6\) Name, title, phone number, and complete mailing address

of responsible official to whom payment is to be sent.

The \"remit to\" address must correspond to the remittance

address in the Contract.

\(7\) Information necessary to enable the Government to make

payment by wire transfer

**(End of Clause)**

**I.11 552.232-77 PAYMENT BY GOVERNMENT COMMERCIAL PURCHASE CARD
(MAR 2000)**

**532.7003 (Orders through the SmallBizMall)**

(a) [Definitions]{.underline}.

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

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

> \(b\) At the option of the Government and if agreeable to the
> Contractor, payments for orders oral or written orders may be made
> using the Governmentwide commercial purchase card.
>
> \(c\) The Contractor shall not process a transaction for payment
> through the credit card clearinghouse until the purchased supplies
> have been shipped or services performed. Unless the cardholder
> requests correction or replacement of a defective or faulty item under
> other contract requirements, the Contractor must immediately credit a
> cardholder\'s account for items returned as defective or faulty.
>
> \(d\) Payments made using the Governmentwide commercial purchase card
> are not eligible for any negotiated prompt payment discount. Payment
> made using a Government debit card will receive the applicable prompt
> payment discount.

**(End of Clause)**