TABLE OF CONTENTS

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  COMMERCIAL                                                            [2](#_TOC_0)   
  CLAUSES                                                                              

  1            Instructions to Offerors\--Commercial Items                             [2](#_toc_01)

  2            Evaluation - Commercial Items                                           [6](#_toc_02)

  3            Offeror Representations And Certifications - Commercial                 [6](#_toc_03)
               Items                                                                   

  4            Contract Terms and Conditions\--Commercial Items                        [17](#_toc_04)

  5            Contract Terms and Conditions Required to Implement                     [21](#_toc_05)
               Statutes or Executive Orders\--Commercial Items                         
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[]{#_TOC_0 .anchor}COMMERCIAL CLAUSES

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  []{#_toc_01   52.212-01   Instructions to Offerors\--Commercial      June 2008
  .anchor}1                 Items                                      

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\(a\) North American Industry Classification System (NAICS) code and
small business size standard. The NAICS code and small business size
standard for this acquisition appear in Block 10 of the solicitation
cover sheet (SF 1449). However, the small business size standard for a
concern which submits an offer in its own name, but which proposes to
furnish an item which it did not itself manufacture, is 500 employees.

\(b\) Submission of offers. Submit signed and dated offers to the office
specified in this solicitation at or before the exact time specified in
this solicitation. Offers may be submitted on the SF 1449, letterhead
stationery, or as otherwise specified in the solicitation. As a minimum,
offers must show\-\-\--

\(1\) The solicitation number;

\(2\) The time specified in the solicitation for receipt of offers;

\(3\) The name, address, and telephone number of the offeror;

\(4\) A technical description of the items being offered in sufficient
detail to evaluate compliance with the requirements in the solicitation.
This may include product literature, or other documents, if necessary;

\(5\) Terms of any express warranty;

\(6\) Price and any discount terms;

\(7\) \"Remit to\" address, if different than mailing address;

\(8\) A completed copy of the representations and certifications at FAR
52.212-3 (see FAR 52.212-3(b)) for those representations and
certifications that the offeror shall complete electronically);

\(9\) Acknowledgment of Solicitation Amendments;

\(10\) Past performance information, when included as an evaluation
factor, to include recent and relevant contracts for the same or similar
items and other references (including contract numbers, points of
contact with telephone numbers and other relevant information); and

\(11\) If the offer is not submitted on the SF 1449, include a statement
specifying the extent of agreement with all terms, conditions, and
provisions included in the solicitation. Offers that fail to furnish
required representations or information, or reject the terms and
conditions of the solicitation may be excluded from consideration.

\(c\) Period for acceptance of offers. The offeror agrees to hold the
prices in its offer firm for 30 calendar days from the date specified
for receipt of offers, unless another time period is specified in an
addendum to the solicitation.

\(d\) Product samples. When required by the solicitation, product
samples shall be submitted at or prior to the time specified for receipt
of offers. Unless otherwise specified in this solicitation, these
samples shall be submitted at no expense to the Government, and returned
at the sender\'s request and expense, unless they are destroyed during
preaward testing.

\(e\) Multiple offers. Offerors are encouraged to submit multiple offers
presenting alternative terms and conditions or commercial items for
satisfying the requirements of this solicitation. Each offer submitted
will be evaluated separately.

\(f\) Late submissions, modifications, revisions, and withdrawals of
offers. (1) Offerors are responsible for submitting offers, and any
modifications, revisions, or withdrawals, so as to reach the Government
office designated in the solicitation by the time specified in the
solicitation. If no time is specified in the solicitation, the time for
receipt is 4:30 p.m., local time, for the designated Government office
on the date that offers or revisions are due.

(2)(i) Any offer, modification, revision, or withdrawal of an offer
received at the Government office designated in the solicitation after
the exact time specified for receipt of offers is \'\'late\'\' and will
not be considered unless it is received before award is made, the
Contracting Officer determines that accepting the late offer would not
unduly delay the acquisition; and-

\(A\) If it was transmitted through an electronic commerce method
authorized by the solicitation, it 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 offers; or

\(B\) There is acceptable evidence to establish that it was received at
the Government installation designated for receipt of offers and was
under the Government\'s control prior to the time set for receipt of
offers; or

\(C\) If this solicitation is a request for proposals, it was the only
proposal received.

\(ii\) However, a late modification of an otherwise successful offer,
that makes its terms more favorable to the Government, will be
considered at any time it is received and may be accepted.

\(3\) Acceptable evidence to establish the time of receipt at the
Government installation includes the time/date stamp of that
installation on the offer wrapper, other documentary evidence of receipt
maintained by the installation, or oral testimony or statements of
Government personnel.

\(4\) If an emergency or unanticipated event interrupts normal
Government processes so that offers cannot be received at the Government
office designated for receipt of offers 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 offers 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.

\(5\) Offers may be withdrawn by written notice received at any time
before the exact time set for receipt of offers. Oral offers in response
to oral solicitations may be withdrawn orally. If the solicitation
authorizes facsimile offers, offers may be withdrawn via facsimile
received at any time before the exact time set for receipt of offers,
subject to the conditions specified in the solicitation concerning
facsimile offers. An offer may be withdrawn in person by an offeror or
its authorized representative if, before the exact time set for receipt
of offers, the identity of the person requesting withdrawal is
established and the person signs a receipt for the offer.

\(g\) Contract award (not applicable to Invitation for Bids). The
Government intends to evaluate offers and award a contract without
discussions with offerors. Therefore, the offeror\'s initial offer
should contain the offeror\'s best terms from a price and technical
standpoint. However, the Government reserves the right to conduct
discussions if later determined by the Contracting Officer to be
necessary. The Government may reject any or all offers if such action is
in the public interest; accept other than the lowest offer; and waive
informalities and minor irregularities in offers received.

\(h\) Multiple awards. 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 not
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 prices offered, unless the offeror
specifies otherwise in the offer.

\(i\) Availability of requirements documents cited in the solicitation.
(1) (i) The GSA Index of Federal Specifications, Standards and
Commercial Item Descriptions, FPMR Part 101-29, and copies of
specifications, standards, and commercial item descriptions cited in
this solicitation may be obtained for a fee by submitting a request
to\--GSA Federal Supply Service Specifications Section, Suite 8100, 470
L\'Enfant Plaza, SW., Washington, DC 20407, Telephone (202) 619-8925,
Facsimile (202) 619-8978.

\(ii\) If the General Services Administration, Department of
Agriculture, or Department of Veterans Affairs issued this solicitation,
a single copy of specifications, standards, and commercial item
descriptions cited in this solicitation may be obtained free of charge
by submitting a request to the addressee in paragraph (i)(1)(i) of this
provision. Additional copies will be issued for a fee.

\(2\) Most unclassified Defense Specifications and standards may be
downloaded from the following ASSIST websites:

\(i\) ASSIST (http://assist.daps.dla.mil).

\(ii\) Quick Search (http://.assist.daps.dla.mil/quicksearch).

\(iii\) ASSISTdocs.com (http://assistdocs.com)

\(3\) Documents not available from ASSIST may be ordered from the
Department of Defense Single Stock Point (DoDSSP) by -

\(i\) Using the ASSIST Shopping Wizard
(http://assist.daps.dla.mil/wizard);

\(ii\) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri,
0730 to 1600 EST; or

\(ii\) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue,
Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile
(215) 697-1462.

\(4\) Nongovernment (voluntary) standards must be obtained from the
organization responsible for their preparation, publication or
maintenance.

\(j\) Data Universal Numbering System (DUNS) Number. (Applies to all
offers exceeding \$3,000, and offers of \$3,000 or less if the
solicitation requires the Contractor to be registered in the Central
Contractor Registration (CCR) database.) The offeror shall enter, in the
block with its name and address on the cover page of its offer, the
annotation \"DUNS\" or \"DUNS+4\" followed by the DUNS or DUNS+4 number
that identifies the offeror\'s name and address. The DUNS+4 is the DUNS
number plus a 4-character suffix that may be assigned at the discretion
of the offeror to establish additional CCR records for identifying
alternative Electronic Funds Transfer (EFT) accounts (see FAR Subpart
32.11) for the same concern. If the offeror does not have a DUNS number,
it should contact Dun and Bradstreet directly to obtain one. An offeror
within the United States may contact Dun and Bradstreet by calling
1-866-705-5711 or via the internet at http://fedgov.dnb.com/webform. An
offeror located outside the United States must contact the local Dun and
Bradstreet office for a DUNS number. The offeror should indicate that it
is an offeror for a Government contract when contacting the local Dun
and Bradstreet office.

\(k\) Central Contractor Registration. Unless exempted by an addendum to
this solicitation, by submission of an offer, the offeror acknowledges
the requirement that a prospective awardee shall be registered in the
CCR database prior to award, during performance and through final
payment of any contract resulting from this solicitation. If the Offeror
does not become registered in the CCR database in the time prescribed by
the Contracting Officer, the Contracting Officer will proceed to award
to the next otherwise successful registered Offeror. Offerors may obtain
information on registration and annual confirmation requirements via the
internet at http://www.ccr.gov or by calling 1-888-227-2423 or
269-961-5757.

\(l\) Debriefing. If a post-award debriefing is given to requesting
offerors, the Government shall disclose the following information, if
applicable:

\(1\) The agency\'s evaluation of the significant weak or deficient
factors in the debriefed offeror\'s offer.

\(2\) The overall evaluated cost or price and technical rating of the
successful and the debriefed offeror and past performance information on
the debriefed offeror.

\(3\) The overall ranking of all offerors, when any ranking was
developed by the agency during source selection.

\(4\) A summary of the rationale for award;

\(5\) For acquisitions of commercial items, the make and model of the
item to be delivered by the successful offeror.

\(6\) Reasonable responses to relevant questions posed by the debriefed
offeror as to whether source-selection procedures set forth in the
solicitation, applicable regulations, and other applicable authorities
were followed by the agency.

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  []{#_toc_02   52.212-02   Evaluation - Commercial Items              January 1999
  .anchor}2                                                            

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\(a\) 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, price and
other factors considered. The following factors shall be used to
evaluate offers: the method of contractor selection will be Lowest
Priced Technically Acceptable (LPTA) with consideration of past
performance (reference checks).

The Government may also use past performance information obtained from
other than the sources identified by the offeror. Information obtained
from the Past Performance Information Retrieval System (PPIRS) database
located at http//www.ppirs.gov is one of the sources that will be
utilized. PPIRS functions as the central warehouse for performance
assessment reports received from several Federal performance information
collection systems and is sponsored by the DOD E-Business Office and
administered by the Naval Sea Logistics Center Detachment Portsmouth.

\(b\) Options. The Government will evaluate offers for award purposes by
adding the total price for all options to the total price for the basic
requirement. The Government may determine that an offer is unacceptable
if the option prices are significantly unbalanced. Evaluation of options
shall not obligate the Government to exercise the option(s).

\(c\) A written notice of award or acceptance of an 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), whether or not there are negotiations after its receipt, unless
a written notice of withdrawal is received before award.

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  []{#_toc_03   52.212-03   Offeror Representations And                June 2008
  .anchor}3                 Certifications - Commercial Items          

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An offeror shall complete only paragraph (b) of this provision if the
offeror has completed the annual representations and certifications
electronically at http://orca.bpn.gov. If an offeror has not completed
the annual representations and certifications electronically at the ORCA
website, the offeror shall complete only paragraphs (b) through (k) of
this provision.

\(a\) Definitions. As used in this provision:

\"Emerging small business\" means a small business concern whose size is
no greater than 50 percent of the numerical size standard for the NAICS
code designated.

\"Forced or indentured child labor\" means all work or service:

\(1\) Exacted from any person under the age of 18 under the menace of
any penalty for its nonperformance and for which the worker does not
offer himself voluntarily; or

\(2\) Performed by any person under the age of 18 pursuant to a contract
the enforcement of which can be accomplished by process or penalties.

\"Manufactured end product\" means any end product in Federal Supply
Classes (FSC) 1000-9999, except -

\(1\) FSC 5510, Lumber and Related Basic Wood Materials;

\(2\) Federal Supply Group (FSG) 87; Agricultural Supplies;

\(3\) FSG 88, Live Animals;

\(4\) FSG 89, Food and Related Consumables;

\(5\) FSC 9410, Crude Grades of Plant Materials;

\(6\) FSC 9430, Miscellaneous Crude Animal Products, Inedible;

\(7\) FSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

\(8\) FSC 9610, Ores;

\(9\) FSC 9620, Minerals, Natural and Synthetic; and

\(10\) FSC 9630, Additive Metal Materials.

\"Place of manufacture\" means the place where an end product is
assembled out of components, or otherwise made or processed from raw
materials into the finished product that is to be provided to the
Government. If a product is disassembled and reassembled, the place of
reassembly is not the place of manufacture.

\"Restricted business operations\" means business operations in Sudan
that include power production activities, mineral extraction activities,
oil-related activities, or the production of military equipment, as
those terms are defined in the Sudan Accountability and Divestment Act
of 2007 (Pub. L. 110-174). Restricted business operations do not include
business operations that the person conducting the business can
demonstrate.

\(1\) Are conducted under contract directly and exclusively with the
regional government of southern Sudan;

\(2\) Are conducted pursuant to specific authorization from the Office
of Foreign Assets Control in the Department of the Treasury, or are
expressly exempted under Federal law from the requirement to be
conducted under such authorization;

\(3\) Consist of providing goods or services to marginalized populations
of Sudan;

\(4\) Consist of providing goods or services to an internationally
recognized peacekeeping force of humanitarian organization;

\(5\) Consist of providing goods or services that are used only to
promote health or education; or

\(6\) Have been voluntarily suspended.

\"Service-disabled veteran-owned small business concern\"\--

\(1\) Means a small business concern:

\(i\) Not less than 51 percent of which is owned by one or more
service-disabled veterans or, in the case of any publicly owned
business, not less than 51 percent of the stock of which is owned by one
or more service-disabled veterans; and

\(ii\) The management and daily business operations of which are
controlled by one or more service-disabled veterans or, in the case of a
service-disabled veteran with permanent and severe disability, the
spouse or permanent caregiver of such veteran.

\(2\) Service-disabled veteran means a veteran as defined in 38 U.S.C.
101(2), with a disability that is service connected, as defined in 38
U.S.C. 101(16).

\"Small business concern\" means a concern, including its affiliates,
that is independently owned and operated, not dominant in the field of
operation in which it is bidding on Government contracts, and qualified
as a small business under the criteria in 13 CFR Part 121 and size
standards in this solicitation.

\"Veteran-owned small business concern\" means a small business concern:

\(1\) Not less than 51 percent of which is owned by one or more veterans
(as defined in 38 U.S.C. 101(2)) or, in the case of any publicly owned
business, not less than 51 percent of the stock of which is owned by one
or more veterans; and

\(2\) The management and daily business operations of which are
controlled by one or more veterans.

\"A Women owned small business concern\" means a small business concern

\(1\) 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

\(2\) Whose management and daily business operations are controlled by
one or more women.

\"Women owned business concern\" means a concern 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 its stock is owned by one or more
women; and whose management and daily business operations are controlled
by one or more women.

\(b\) (1) Annual Representations and Certifications. Any changes
provided by the offeror in paragraph (b)(2) of this provision do not
automatically change the representations and certifications posted on
the Online Representation and Certifications Application (ORCA) website.

\(2\) The offeror has completed the annual representations and
certifications electronically via the ORCA website at
http://orca.bpn.gov. After reviewing the ORCA database information, the
offeror verifies by submission of this offer that the representations
and certifications currently posted electronically at FAR 52.212-3,
Offeror Representations and Certifications-Commercial Items, have been
entered or updated in the last 12 months, are current, accurate,
complete, and applicable to this solicitation (including the business
size standard applicable to the NAICS code referenced for this
solicitation), as of the date of this offer and are incorporated in this
offer by reference (see FAR 4.1201), except for
paragraphs\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

{Offeror to identify the applicable paragraphs at (c) through (m) of
this provision that the offeror has completed for the purposes of this
solicitation only, if any.

These amended representation(s) and/or certification(s) are also
incorporated in this offer and are current, accurate, and complete as of
the date of this offer.

Any changes provided by the offeror are applicable to this solicitation
only, and do not result in an update to the representations and
certifications posted on ORCA.\]

\(c\) Offerors must complete the following representations when the
resulting contract will be performed in the United States or its
outlying areas. Check all that apply.

\(1\) Small business concern. The offeror represents as part of its
offer that it \[ \] is, \[ \] is not a small business concern.

\(2\) Veteran-owned small business concern. \[Complete only if the
offeror represented itself as a small business concern in paragraph
(c)(1) of this provision.\] The offeror represents as part of its offer
that it \[ \] is, \[ \] is not a veteran-owned small business.

\(3\) Service-disabled veteran-owned small business concern. \[Complete
only if the offeror represented itself as a veteran-owned small business
concern in paragraph (c)(2) of this provision.\] The offeror represents
as part of its offer that it \[ \] is, \[ \] is not a service-disabled
veteran-owned small business.

\(4\) Small disadvantaged business concern. \[Complete only if the
offeror represented itself as a small business concern in paragraph
(c)(1) of this provision.\] The offeror represents, for general
statistical purposes, that it \[ \]is, \[ \] is not a small
disadvantaged business concern as defined in 13 CFR 124.1002.

\(5\) Women owned small business concern. \[Complete only if the offeror
represented itself as a small business concern in paragraph (c)(1) of
this provision.\] The offeror represents that it \[ \] is, \[ \] is not
a women owned small business concern.

Note: Complete paragraphs (c)(4) and (c)(5) only if this solicitation is
expected to exceed the simplified acquisition threshold.

\(6\) Women owned business concern (other than small business concern).
\[Complete only if the offeror is a woman-owned business concern and did
not represent itself as a small business concern in paragraph (c)(1) of
this provision.\] The offeror represents that it \[ \] is a women owned
business concern.

\(7\) Tie bid priority for labor surplus area concerns. If this is an
invitation for bid, small business offerors may identify the labor
surplus areas in which costs to be incurred on account of manufacturing
or production (by offeror or first tier subcontractors) amount to more
than 50 percent of the contract price:

\(8\) Small Business Size for the Small Business Competitiveness
Demonstration Program and for the Targeted Industry Categories under the
Small Business Competitiveness Demonstration Program. \[Complete only if
the offeror has represented itself to be a small business concern under
the size standards for this solicitation.\]

\(i\) \[Complete only for solicitations indicated in an addendum as
being set aside for emerging small businesses in one of the designated
industry groups (DIGs).\] The offeror represents as part of its offer
that it ( ) is, ( ) is not an emerging small business.

\(ii\) \[Complete only for solicitations indicated in an addendum as
being for one of the targeted industry categories (TICs) or designated
industry groups (DIGs).\] Offeror represents as follows:

\(A\) Offeror\'s number of employees for the past 12 months (check the
Employees column if size standard stated in the solicitation is
expressed in terms of number of employees); or

\(B\) Offeror\'s average annual gross revenue for the last 3 fiscal
years (check the Average Annual Gross Number of Revenues column if size
standard stated in the solicitation is expressed in terms of annual
receipts)

(Check one of the following):

Number of Employees Average Annual Gross Revenues

\[ \] 50 or fewer \[ \] \$1 million or less

\[ \] 51 100 \[ \] \$1,000,001 \$2 million

\[ \] 101 250 \[ \] \$2,000,001 \$3.5 million

\[ \] 251 500 \[ \] \$3,500,001 \$5 million

\[ \] 501 750 \[ \] \$5,000,001 \$10 million

\[ \] 751 1,000 \[ \] \$10,000,001 \$17 million

\[ \] Over 1,000 \[ \] Over \$17 million

\(9\) (Complete only if the solicitation contains the clause at FAR
52.219 23, Notice of Price Evaluation Adjustment for Small Disadvantaged
Business Concerns, or FAR 52.219-25, Small Disadvantaged Business
Participation Program\--Disadvantaged Status and Reporting, and the
offeror desires a benefit based on its disadvantaged status.)

\(i\) General. The offeror represents that either

\(A\) It \[ \] is, \[ \] is not certified by the Small Business
Administration as a small disadvantaged business concern and identified,
on the date of this representation, as a certified small disadvantaged
business concern in the database maintained by the Small Business
Administration (PRO-Net), and that no material change in disadvantaged
ownership and control has occurred since its certification, and, where
the concern is owned by one or more individuals claiming disadvantaged
status, the net worth of each individual upon whom the certification is
based does not exceed \$750,000 after taking into account the applicable
exclusions set forth at 13 CFR 124.104(c)(2); or

\(B\) It \[ \] has, \[ \] has not submitted a completed application to
the Small Business Administration or a Private Certifier to be certified
as a small disadvantaged business concern in accordance with 13 CFR 124,
Subpart B, and a decision on that application is pending, and that no
material change in disadvantaged ownership and control has occurred
since its application was submitted.

\(ii\) Joint Ventures under the Price Evaluation Adjustment for Small
Disadvantaged Business Concerns. The offeror represents, as part of its
offer, that it is a joint venture that complies with the requirements in
13 CFR 124.1002(f) and that the representation in paragraph (c)(7)(i) of
this provision is accurate for the small disadvantaged business concern
that is participating in the joint venture. \[The offeror shall enter
the name of the small disadvantaged business concern that is
participating in the joint venture:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.\]

\(10\) HUBZone small business concern. \[Complete only if the offeror
represented itself as a small business concern in paragraph (c)(1) of
this provision.\] The offeror represents, as part of its offer, that

\(i\) It \[ \] is, \[ \] is not a HUBZone small business concern listed,
on the date of this representation, on the List of Qualified HUBZone
Small Business Concerns maintained by the Small Business Administration,
and no material change in ownership and control, principal office, or
HUBZone employee percentage has occurred since it was certified by the
Small Business Administration in accordance with 13 CFR part 126; and

\(ii\) It \[ \] is, \[ \] is not a joint venture that complies with the
requirements of 13 CFR part 126, and the representation in paragraph
(c)(10)(i) of this provision is accurate for the HUBZone small business
concern or concerns that are participating in the joint venture. \[The
offeror shall enter the name or names of the HUBZone small business
concern or concerns that

are participating in the joint venture: \_\_\_\_\_\_\_\_\_\_.\] Each
HUBZone small business concern participating in the joint venture shall
submit a separate signed copy of the HUBZone representation.

\(d\) Representations required to implement provisions of Executive
Order 11246

\(1\) Previous Contracts and Compliance. The offeror represents that

\(i\) It \[ \] has, \[ \] has not, participated in a previous contract
or subcontract subject either to the Equal Opportunity clause of this
solicitation, the clause originally contained in Section 310 of
Executive Order 10925, or the clause contained in Section 201 of
Executive Order 11114; and

\(ii\) It \[ \] has, \[ \] has not, filed all required compliance
reports.

\(2\) Affirmative Action Compliance. The offeror represents that

\(i\) It \[ \] has developed and has on file, \[ \] has not developed
and does not have on file, at each establishment, affirmative action
programs required by rules and regulations of the Secretary of Labor (41
CFR parts 60 1 and 60 2), or

\(ii\) It \[ \] has not previously had contracts subject to the written
affirmative action programs requirement of the rules and regulations of
the Secretary of Labor.

\(e\) Certification Regarding Payments to Influence Federal Transactions
(31 U.S.C. 1352). (Applies only if the contract is expected to exceed
\$100,000.) By submission of its offer, the offeror certifies to the
best of its knowledge and belief that no Federal appropriated funds 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
on his or her behalf in connection with the award of any resultant
contract. If any registrants under the Lobbying Disclosure Act of 1995
have made a lobbying contact on behalf of the offeror with respect to
this contract, the offeror shall complete and submit, with its offer,
OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the
name of the registrants. The Offeror need not report regularly employed
officers or employees of the offeror to whom payments of reasonable
compensation were made.

\(f\) Buy American Act Certificate. (Applies only if the clause at
Federal Acquisition Regulation (FAR) 52.225 1, Buy American Act
Supplies, is included in this solicitation.)

\(1\) The offeror certifies that each end product, except those listed
in paragraph (f)(2) of this provision, is a domestic end product and
that the offeror has considered components of unknown origin to have
been mined, produced, or manufactured outside of the United States. The
offeror shall list as foreign end products those end products
manufactured in the United States that do not qualify as domestic end
products. The terms \"component,\" \"domestic end product,\" \"end
product,\" \"foreign end product,\" and \"United States\" are defined in
the clause of this solicitation entitled \"Buy American Act-Supplies.\"

\(2\) Foreign End Products:

Line Item No.: Country of Origin:

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

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

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

(List as necessary)

\(3\) The Government will evaluate offers in accordance with the
policies and procedures of FAR Part 25.

(g)(1) Buy American Act Free Trade Agreements Israeli Trade Program
Certificate. (Applies only if the clause at FAR 52.225 3, Buy American
Act Free Trade Agreements Israeli Trade Act, is included in this
solicitation.)

\(i\) The offeror certifies that each end product, except those listed
in paragraph (g)(1)(ii) or (g)(1)(iii) of this provision, is a domestic
end product and that the offeror has considered components of unknown
origin to have been mined, produced, or manufactured outside the United
States. The terms \"Bahrainian or Moroccan end product,\" \"component,\"
\"domestic end product,\" \"end product,\" \"foreign end product,\"
\"Free Trade Agreement country,\" \"Free Trade Agreement country end
product,\" \"Israeli end product,\" and \"United States\" are defined in
the clause of this solicitation entitled \"Buy American Act\--Free Trade
Agreements\--Israeli Trade Act.\"

\(ii\) The offeror certifies that the following supplies are Free Trade
Agreement country end products (other than Baharainian or Moroccan end
products) or Israeli end products as defined in the clause of this
solicitation entitled \"Buy American Act Free Trade Agreements Israeli
Trade Act\":

Free Trade Agreement Country End Products (Other than Bahrainian or
Moroccan End Products) or Israeli end products:

Line Item No.: Country of Origin:

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

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

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

(List as necessary)

\(iii\) The offeror shall list those supplies that are foreign end
products (other than those listed in paragraph (g)(1)(ii) of this
provision) as defined in the clause of this solicitation entitled \"Buy
American Act Free Trade Agreements-Israeli Trade Act.\" The offeror
shall list as other foreign end products those end products manufactured
in the United States that do not qualify as domestic end products.

Other Foreign End Products:

Line Item No.: Country of Origin:

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

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

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

(List as necessary)

\(iv\) The Government will evaluate offers in accordance with the
policies and procedures of FAR Part 25.

\(2\) Buy American Act Free Trade Agreements Israeli Trade Act
Certificate, Alternate I. If Alternate I to the clause at FAR 52.225 3
is included in this solicitation, substitute the following paragraph
(g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are
Canadian end products as defined in the clause of this solicitation
entitled \"Buy American Act Free Trade Agreements Israeli Trade Act\":

Canadian End Products:

Line Item No.:

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

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

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

(List as necessary)

\(3\) Buy American Act Free Trade Agreements Israeli Trade Act
Certificate, Alternate II. If Alternate II to the clause at FAR 52.225 3
is included in this solicitation, substitute the following paragraph
(g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are
Canadian end products or Israeli end products as defined in the clause
of this solicitation entitled ABuy American Act Free Trade Agreements
Israeli Trade Act\":

Canadian or Israeli End Products:

Line Item No.: Country of Origin:

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

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

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

(List as necessary)

\(4\) Trade Agreements Certificate. (Applies only if the clause at FAR
52.225 5, Trade Agreements, is included in this solicitation.)

\(i\) The offeror certifies that each end product, except those listed
in paragraph (g)(4)(ii) of this provision, is a U.S. made or designated
country end product, as defined in the clause of this solicitation
entitled \"Trade Agreements.\"

\(ii\) The offeror shall list as other end products those end products
that are not U.S. made or designated country end products.

Other End Products

Line Item No.: Country of Origin:

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

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

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

(List as necessary)

\(iii\) The Government will evaluate offers in accordance with the
policies and procedures of FAR Part 25. For line items covered by the
WTO GPA, the government will evaluate offers of U.S. made or designated
country end products without regard to the restrictions of the Buy
American Act. The Government will consider for award only offers of U.S.
made or designated country end products unless the Contracting Officer
determines that there are no offers for such products or that the offers
for such products are insufficient to fulfill the requirements of the
solicitation.

\(h\) Certification Regarding Debarment, Suspension or Ineligibility for
Award (Executive Order 12689). (Applies only if the contract value is
expected to exceed the simplified acquisition threshold.) The offeror
certifies, to the best of its knowledge and belief, that the offeror
and/or any of its principals\--

\(1\) \[ \] Are, \[ \] are not presently debarred, suspended, proposed
for debarment, or declared ineligible for the award of contracts by any
Federal agency; and

\(2\) \[ \] Have, \[ \] have not, within a three year period preceding
this offer, been convicted of or had a civil judgment rendered against
them for: commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a Federal, state or local
government contract or subcontract; violation of Federal or state
antitrust statutes relating to the submission of offers; or commission
of embezzlement, theft, forgery, bribery, falsification or destruction
of records, making false statements, tax invasion, or receiving stolen
property; and \[ \] are, \[ \] are not presently indicted for, or
otherwise criminally or civilly charged by a Government entity with,
commission of any of these offenses.

\(i\) Certification Regarding Knowledge of Child Labor for Listed End
Products (Executive Order 13126). \[The Contracting Officer must list in
paragraph (i)(1) any end products being acquired under this solicitation
that are included in the List of Products Requiring Contractor
Certification as to Forced or Indentured Child Labor, unless excluded at
22.1503(b).\]

\(1\) Listed end products.

Listed End Product

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

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

Listed Countries of Origin

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

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

\(2\) Certification. \[If the Contracting Officer has identified end
products and countries of origin in paragraph (i)(1) of this provision,
then the offeror must certify to either (i)(2)(i) or (i)(2)(ii) by
checking the appropriate block.\]

\[ \] (i) The offeror will not supply any end product listed in
paragraph (i)(1) of this provision that was mined, produced, or
manufactured in the corresponding country as listed for that product.

\[ \] (ii) The offeror may supply an end product listed in paragraph
(i)(1) of this provision that was mined, produced, or manufactured in
the corresponding country as listed for that product. The offeror
certifies that it has made a good faith effort to determine whether
forced or indentured child labor was used to mine, produce, or
manufacture any such end product furnished under this contract. On the
basis of those efforts, the offeror certifies that it is not aware of
any such use of child labor.

\(j\) Place of manufacture. (Does not apply unless the solicitation is
predominantly for the acquisition of manufactured end products.) For
statistical purposes only, the offeror shall indicate whether the place
of manufacture of the end products it expects to provide in response to
this solicitation is predominantly -

\(1\) \_\_ In the United States (Check this box if the total
aniticipated price of offered end products manufactured in the United
States exceeds the total anticipated price of offered end products
manufacture outside the United States); or

\(2\) \_\_ Outside the United States.

\(k\) Certificates regarding exemptions from the application of the
Service Contract Act. (Certification by the offeror as to its compliance
with respect to the contract also constitutes its certification as to
compliance by its subcontractor if it subcontracts out the exempt
services.) \[The contracting officer is to check a box to indicate if
paragraph (k)(1) or (k)(2) applies.\]

\[ \] (1) Maintenance, calibration, or repair of certain equipment as
described in FAR 22.1003-4(c)(1). The offeror \[ \] does \[ \] does not
certify that-

\(i\) The items of equipment to be serviced under this contract are used
regularly for other than Governmental purposes and are sold or traded by
the offeror in substantial quantities to the general public in the
course of normal business operations;

\(ii\) The services will be furnished at prices which are, or are based
on, established catalog or market prices (see FAR 22.1003-4(c)(2)(ii))
for the maintenance, calibration, or repair of such equipment; and plan
for all service employees performing work under the contract will be the
same as that used for these employees and equivalent employees servicing
the same equipment of commercial customers.

\[ X\] (2) Certain services as described in FAR 22.1003-4(d)(1). The
offeror \[ \] does \[ \] does not certify that-

\(i\) The services under the contract are offered and sold regularly to
non-Governmental customers, and are provided by the offeror (or
subcontractor in the case of an exempt subcontract) to the general
public in substantial quantities in the course of normal business
operations;

\(ii\) The contract services will be furnished at prices that are, or
are based on, established catalog or market prices (see FAR
22.1003-4(d)(2)(iii));

\(iii\) Each service employee who will perform the services under the
contract will spend only a small portion of his or her time (a monthly
average of less than 20 percent of the available hours on an annualized
basis, or less than 20 percent of available hours during the contract
period if the contract period is less than a month) servicing the
Government contract; and

\(iv\) The compensation (wage and fringe benefits) plan for all service
employees performing work under the contract is the same as that used
for these employees and equivalent employees servicing commercial
customers.

\(3\) If paragraph (k)(1) or (k)(2) of this clause applies-

\(i\) If the offeror does not certify to the conditions in paragraph
(k)(1) or (k)(2) and the Contracting Officer did not attach a Service
Contract Act wage determination to the solicitation, the offeror shall
notify the Contracting Officer as soon as possible; and

\(ii\) The Contracting Officer may not make an award to the offeror if
the offeror fails to execute the certification in paragraph (k)(1) or
(k)(2) of this clause or to contact the Contracting Officer as required
in paragraph (k)(3)(i) of this clause.

\(l\) Taxpayer Identification Number (TIN) (26 U.S.C. 6109, 31 U.S.C.
7701). (Not applicable if the offeror is required to provide this
information to a central contractor registration database to be eligible
for award.)

\(1\) All offerors must submit the information required in paragraphs
(l)(3) through (l)(5) of this provision to comply with debt collection
requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of
26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by
the Internal Revenue Service (IRS).

\(2\) The TIN may be used by the Government to collect and report on any
delinquent amounts arising out of the offeror\'s relationship with the
Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject
to the payment reporting requirements described in FAR 4.904, the TIN
provided hereunder may be matched with IRS recorded to verify accuracy
of the offeror\'s TIN.

\(3\) Taxpayer Identification Number (TIN).

\_\_
TIN:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

\_\_ TIN has been applied for.

\_\_ TIN is not required because:

\_\_ Offeror is a nonresident alien, foreign corporation, or foreign
partnership that does not have income effectively connected with the
conduct of a trade or business in the United States and does not have an
office or place of business or a fiscal paying agent in the United
States;

\_\_Offeror is an agency or instrumentality of a foreign government;

\_\_ Offeror is an agency of instrumentality of the Federal Government.

\(4\) Type of organization.

\_\_ Sole proprietorship;

\_\_ Partnership;

\_\_ Corporate entity (not tax-exempt);

\_\_ Corporate entity (tax-exempt);

\_\_ Government entity (Federal, State, or local);

\_\_ Foreign government;

\_\_ International organization per 26 CFR 1.6049-4;

\_\_ Other
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

\(5\) Common parent.

\_\_ Offeror is not owned or controlled by a common parent;

\_\_ Name and TIN or common parent:

Name
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

TIN
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(m\) Restricted business operations in Sudan. By submission of its
offer, the offeror certifies that it does not conduct a

  ------------- ----------- ------------------------------------------ --------------
  []{#_toc_04   52.212-04   Contract Terms and Conditions\--Commercial February 2007
  .anchor}4                 Items                                      

  ------------- ----------- ------------------------------------------ --------------

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

\(1\) Within a reasonable time after the defect was discovered or should
have been discovered; and

\(2\) Before any substantial change occurs in the condition of the item,
unless the change is due to the defect in the item.

\(b\) Assignment . The Contractor or its assignee may assign its rights
to receive payment due as a result of performance of this contract to a
bank, trust company, or other financing institution, including any
Federal lending agency in accordance with the Assignment of Claims Act
(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, which is incorporated herein by reference. The
Contractor shall proceed diligently with performance of this contract,
pending final resolution of any dispute arising under the contract.

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

\(f\) Excusable delays . The Contractor shall be liable for default
unless nonperformance is caused by an occurrence beyond the reasonable
control of the Contractor and without its fault or negligence such as,
acts of God or the public enemy, acts of the 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, or
52.232-34, Payment by Electronic Funds Transfer-Other Than Central
Contractor Registration), or applicable agency procedures.

\(C\) EFT banking information is not required if the 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 prompt payment
regulations at 5 CFR part 1315.

\(3\) Electronic Funds Transfer (EFT). If the Government makes payment
by EFT, see 52.212-5(b) for the appropriate EFT clause.

\(4\) Discount. In connection with any discount offered for early
payment, time shall be computed from the date of the invoice. For the
purpose of computing the discount earned, payment shall be considered to
have been made on the date which appears on the payment check or the
specified payment date if an electronic funds transfer payment is made.

\(5\) Overpayments. If the Contractor becomes aware of a duplicate
contract financing or invoice payment or that the Government has
otherwise overpaid on a contract financing or invoice payment, the
Contractor shall immediately notify the Contracting Officer and request
instructions for disposition of the overpayment.

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

\(4\) 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.

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

(2)(i) If a Contractor has legally changed its business name, \"doing
business as\" name, or division name (whichever is shown on the
contract), or has transferred the assets used in performing the
contract, but has not completed the necessary requirements regarding
novation and change-ofname agreements in FAR Subpart 42.12, the
Contractor shall provide the responsible Contracting Officer a minimum
of

one business day\'s written notification of its intention to (A) change
the name in the CCR database;

\(B\) comply with the requirements of Subpart 42.12; and (C) agree in
writing to the timeline and procedures specified by the responsible
Contracting Officer. The Contractor must provide with the notification
sufficient documentation to support the legally changed name.

\(ii\) If the Contractor fails to comply with the requirements of
paragraph (t)(2)(i) of this clause, or fails to perform the agreement at
paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly
executed novation or change-ofname agreement, the CCR information that
shows the Contractor

to be other than the Contractor indicated in the contract will be
considered to be incorrect information within the meaning of the
\"Suspension of Payment\" paragraph of the electronic funds transfer
(EFT) clause of this contract.

\(3\) The Contractor shall not change the name or address for EFT
payments or manual payments, as appropriate, in the CCR record to
reflect an assignee for the purpose of assignment of claims (see Subpart
32.8, Assignment of Claims). Assignees shall be separately registered in
the CCR database.

Information provided to the Contractor\'s CCR record that indicates
payments, including those made by EFT, to an ultimate recipient other
than that Contractor will be considered to be incorrect information
within the meaning of the \"Suspension of payment\" paragraph of the EFT
clause of this contract.

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

  ------------- ----------- ------------------------------------------ --------------
  []{#_toc_05   52.212-05   Contract Terms and Conditions Required to  January 2009
  .anchor}5                 Implement Statutes or Executive            
                            Orders\--Commercial Items                  

  ------------- ----------- ------------------------------------------ --------------

\(a\) 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 (AUG 1996) (31U.S.C. 3553).

\(2\) 52.233-4, Applicable Law for Breach of Contract Claim (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:

\_X\_ (1) 52.203-6, Restrictions on Subcontractor Sales to the
Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and
10 U.S.C. 2402).

\_\_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC
2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

\_\_ (3) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15
U.S.C. 657a).

\_\_ (4) 52.219-4, Notice of Price Evaluation Preference for HUBZone
Small Business Concerns (JULY 2005) (if the offeror elects to waive the
preference, it shall so indicate in its offer) (15 U.S.C. 657a).

\_\_ (5) \[Reserved\]

\_\_ (6)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE
2003) (15 U.S.C. 644).

\_\_ (ii) Alternate I (OCT 1995) of 52.219-6.

\_\_(iii) Alternate II (MAR 2004) of 52.219-6

\_\_ (7)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE
2003) (15 U.S.C. 644).

\_\_ (ii) Alternate I (OCT 1995) of 52.219-7.

\_\_ (iii) Alternate II (MAR 2004) of 52.219-7

\_\_ (8) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15
U.S.C. 637(d)(2) and (3)).

\_\_ (9)(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (15
U.S.C. 637(d)(4)).

\_\_ (ii) Alternate I (OCT 2001) of 52.219-9.

\_\_ (iii) Alternate II (OCT 2001) of 52.219-9.

\_\_ (10) 52.219-14, Limitations on Subcontracting (DEC1996) (15 U.S.C.
637(a)(14)).

\_\_ (11) 52.219-16, Liquidated Damages - Subcontracting Plan (JAN 1999)
(15 U.S.C. 637(d)(4)(F)(i)).

\_\_ (12)(i) 52.219-23, 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).

\_\_ (ii) Alternate I (JUNE 2003) of 52.219-23.

\_\_ (13) 52.219-25, Small Disadvantaged Business Participation
Program-Disadvantaged Status and Reporting (OCT 1999) (Pub. L. 103-355,
section 7102, and 10 U.S.C. 2323).

\_\_ (14) 52.219-26, Small Disadvantaged Business Participation
Program-Incentive Subcontracting (APR 2008) (Pub. L. 103-355, section
7102, and 10 U.S.C. 2323).

\_\_ (15) 52.219-27, Notice of Total Service-Disabled Veteran-Owned
Small Business Set-Aside (May 2004) (15 U\>S\>C\> 657 f).

\_\_ (16) 52.219-28, Post Award Small Business Program Representations
(June 2007 (15 U.S.C. 632(a)(2)).

\_X\_ (17) 52.222-3, Convict Labor (JUNE 2003) (E.O.11755).

\_\_ (18) 52.222-19, Child Labor-Cooperation with Authorities and
Remedies (Feb 2008)

(E.O. 13126).

\_X\_ (19) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

\_X\_ (20) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

\_\_ (21) 52.222-35, Equal Opportunity for Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38
U.S.C. 4212).

\_X\_ (22) 52.222-36, Affirmative Action for Workers with Disabilities
(JUN 1998) (29 U.S.C. 793).

\_\_ (23) 52.222-37, Employment Reports on Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38
U.S.C. 4212).

\_X\_ (24) 52.222-39, Notification of Employee Rights Concerning Payment
of Union Dues or Fees (Dec 2004) (E.O. 13201).

\_\_ (25)(i) 52,222-50, Combating Trafficking in Persons (AUG 2007)
(Applies to all contracts).

\_\_ (ii) Alternate I (AUG 2007) of 52.222-50.

\_\_ (26) 52.222-54, Employment Eligibility Verification (Jan 2009).
(Executive Order 12989). (Not applicable to the acquisition commercially
available off-the-shelf items or certain other types of commercial items
as prescribed in 22.1803.)

\_\_ (27)(i) 52.223-9, Estimate of Percentage of Recovered Material
Content for EPA-Designated Products (AUG 2000) (42 U.S.C.
6962(c)(3)(A)(ii)).

\_\_ (ii) Alternate I (AUG 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

\_\_ (28) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC
2007)

\_\_ (29)(i) 52.223-16, IEEE 1680 Standard for the Environmental
Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

\_\_ (ii) Alternate I (DEC 2007) of 52.223-16.

\_X\_ (30) 52.225-1, Buy American Act-Supplies (JUNE 2003) (41 U.S.C.
10a-10d).

\_\_ (31)(i) 52.225-3, 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).

\_\_ (ii) Alternate I (JAN 2004) of 52.225-3.

\_\_ (iii) Alternate II (JAN 2004) of 52.225-3.

\_\_ (32) 52.225-5, Trade Agreements (NOV 2007) (19 U.S.C. 2501, et
seq., 19 U.S.C. 3301 note).

\_X\_ (33) 52.225-13, Restrictions on Certain Foreign Purchases (June
2008) (E.O.\'s, proclamations, and statutes administered by the Office
of Foreign Assets Control of the Department of the Treasury).

\_\_ (34) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV
2007) (42 U.S.C 5150).

\_\_ (35) 52.226-5, Restrictions on Subcontracting Outside Disaster or
Emergency Area (NOV 2007) (42 U.S.C 5150).

\_\_ (36) 52.232-29, Terms for Financing of Purchases of Commercial
Items (FEB 2002) (41 U.S.C. 255(f), 10 U.S.C. 307(f)).

\_\_ (37) 52.232-30, Installment Payments for Commercial Items (OCT
1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

\_X\_ (38) 52.232-33, Payment by Electronic Funds Transfer-Central
Contractor Registration (OCT 2003) (31 U.S.C. 3332).

\_\_ (39) 52.232-34, Payment by Electronic Funds Transfer-Other than
Central Contractor Registration (MAY 1999) (31 U.S.C. 3332).

\_\_ (40) 52.232-36, Payment by Third Party (MAY1999) (31 U.S.C. 3332).

\_\_ (41) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C.
552a).

\_\_ (42)(i) 52.247-64, Preference for Privately Owned U.S.-Flag
Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631).

\_\_ (ii) Alternate I (APR 2003) of 52.247-64.

\(c\) 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:

\_\_ (1) 52.222-41, Service Contract Act of 1965, as Amended (NOV 2007)
(41 U.S.C. 351, et seq.).

\_\_ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY
1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

\_\_ (3) 52.222-43, 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.).

\_\_ (4) 52.222-44, 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, 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, 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, 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,
Audit and Records-Negotiation.

\(1\) The Comptroller General of the United States, or an authorized
representative of the Comptroller General, shall have access to and
right to examine any of the Contractor\'s directly pertinent records
involving transactions related to this contract.

\(2\) The Contractor shall make available at its offices at all
reasonable times the records, materials, and other evidence for
examination, audit, or reproduction, until 3 years after final payment
under this contract or for any shorter period specified in FAR Subpart
4.7, Contractor Records Retention, of the other clauses of this
contract. If this contract is completely or partially terminated, the
records relating to the work terminated shall be made available for 3
years after any resulting final termination settlement. Records relating
to appeals under the disputes clause or to litigation or the settlement
of claims arising under or relating to this contract shall be made
available until such appeals, litigation, or claims are finally
resolved.

\(3\) As used in this clause, records include books, documents,
accounting procedures and practices, and other data, regardless of type
and regardless of form. This does not require the Contractor to create
or maintain any record that the Contractor does not maintain in the
ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs
(a), (b), (c), and (d) of this clause, the Contractor is not required to
flow down any FAR clause, other than those in paragraphs (e)(1)(i)
through (xi) 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-

\(i\) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC
2008) (Pub.L. 110-252, Title VI, Chapter 1 (41. U.S.C. 251 note)).

\(ii\) 52.219-8, 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, Equal Opportunity (MAR 2007) (E.O. 11246).

\(iv\) 52.222-35, Equal Opportunity for Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38
U.S.C. 4212).

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

\(vi\) 52.222-39 Notification of Employee Rights Concerning Union Dues
or Fees (Dec 2004) (E.O. 13201)

\(vii\) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C.
351, et seq.).

\(viii\) 52.222-50, 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.

\(xi\) 52.222-51, 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, Exemption from Application of the Service Contract Act
to Contracts for Certain Services-Requirements (NOV 2007) (41 U.S.C.
351, et seq.).

\(xi\) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial
Vessels (FEB 2006) (46 U.S.C. Appx 1241 (b) and 10 U.S.C. 2631). Flow
down required in accordance with paragraph (d) of FAR clause 52.247-64.

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