[**SECTION I - CONTRACT CLAUSES** 3](#__RefHeading___Toc129419680)

[**I.1.** **52.202-1 Definitions (JUL 2004)**
3](#__RefHeading___Toc129419681)

[**I.2.** **52.203-3 Gratuities (APR 1984)**
3](#__RefHeading___Toc129419682)

[**I.3.** **52.203-5 Covenant Against Contingent Fees (APR 1984)**
4](#__RefHeading___Toc129419683)

[**I.4.** **52.203-7 Anti-Kickback Procedures (JUL 1995)**
4](#__RefHeading___Toc129419684)

[**I.5.** **52.203-8 Cancellation, Rescission, and Recovery of Funds for
Illegal or Improper Activity (JAN 1997)**
6](#__RefHeading___Toc129419685)

[**I.6.** **52.203-10 Price or Fee Adjustment for Illegal or Improper
Activity (JAN 1997)** 7](#__RefHeading___Toc129419686)

[**I.7.** **52.203-12 Limitation on Payments to Influence Certain
Federal Transactions (SEP 2005)** 8](#__RefHeading___Toc129419687)

[**I.8.** **52.204-2 Security Requirements (AUG 1996)**
14](#__RefHeading___Toc129419688)

[**I.9.** **52.204-4 Printed or Copied Double-Sided on Recycled Paper
(AUG 2000)** 15](#__RefHeading___Toc129419689)

[**I.10.** **52.204-7 Central Contractor Registration (OCT 2003)**
16](#__RefHeading___Toc129419690)

[**I.11.** **52.204-9 Personal Identity Verification of Contractor
Personnel (JAN 2006)** 19](#__RefHeading___Toc129419691)

[**I.12.** **52.209-6 Protecting the Government\'s Interest When
Subcontracting with Contractors Debarred, Suspended, or Proposed for
Debarment (JAN 2005)** 19](#__RefHeading___Toc129419692)

[**I.13.** **52.215-2 Audit and Records - Negotiation (JUN 1999)**
20](#__RefHeading___Toc129419693)

[**I.14.** **52.215-8 Order of Precedence - Uniform Contract Format (OCT
1997)** 21](#__RefHeading___Toc129419694)

[**I.15.** **52.215-11 Price Reduction for Defective Cost or Pricing
Data - Modifications (OCT 1997)** 22](#__RefHeading___Toc129419695)

[**I.16.** **52.215-13 Subcontractor Cost or Pricing Data -
Modifications (OCT 1997)** 24](#__RefHeading___Toc129419696)

[**I.17.** **52.215-14 Integrity of Unit Prices (OCT 1997)**
24](#__RefHeading___Toc129419697)

[**I.18.** **52.215-17 Waiver of Facilities Capital Cost of Money (OCT
1997)** 25](#__RefHeading___Toc129419698)

[**I.19.** **52.215-21 Requirements for Cost or Pricing Data or
Information Other Than Cost or Pricing Data - Modifications (OCT 1997)**
25](#__RefHeading___Toc129419699)

[**I.20.** **52.219-8 Utilization of Small Business Concerns (MAY
2004)** 27](#__RefHeading___Toc129419700)

[**I.21.** **52.219-14 Limitations on Subcontracting (DEC 1996)**
29](#__RefHeading___Toc129419701)

[**I.22.** **52.222-3 Convict Labor (JUN 2003)**
29](#__RefHeading___Toc129419702)

[**I.23.** **52.222-21 Prohibition of Segregated Facilities (FEB 1999)**
30](#__RefHeading___Toc129419703)

[**I.24.** **52.222-26 Equal Opportunity (APR 2002)**
31](#__RefHeading___Toc129419704)

[**I.25.** **52.222-35 Equal Opportunity for Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001)**
33](#__RefHeading___Toc129419705)

[**I.26.** **52.222-36 Affirmative Action for Workers with Disabilities
(JUN 1998)** 37](#__RefHeading___Toc129419706)

[**I.27.** **52.222-37 Employment Reports on Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans. (DEC 2001)**
39](#__RefHeading___Toc129419707)

[**I.28.** **52.222-41 Service Contract Act of 1965, as Amended. (JUL
2005)** 40](#__RefHeading___Toc129419708)

[**I.29.** **52.222-42 Statement of Equivalent Rates for Federal Hires
(MAY 1989)** 48](#__RefHeading___Toc129419709)

[**I.30.** **52.222-43 Fair Labor Standards Act and Service Contract
Act - Price Adjustment (Multiple Year and Option Contracts) (MAY 1989)**
49](#__RefHeading___Toc129419710)

[**I.31.** **52.223-5 Pollution Prevention and Right-to-Know Information
(AUG 2003)** 50](#__RefHeading___Toc129419711)

[**I.32.** **52.224-1 Privacy Act Notification (APR 1984)**
51](#__RefHeading___Toc129419712)

[**I.33.** **52.224-2 Privacy Act (APR 1984)**
51](#__RefHeading___Toc129419713)

[**I.34.** **52.225-1 Buy American Act - Supplies (JUN 2003)**
52](#__RefHeading___Toc129419714)

[**I.35.** **52.225-13 Restrictions on Certain Foreign Purchases (MAR
2005)** 53](#__RefHeading___Toc129419715)

[**I.36.** **52.227-2 Notice and Assistance Regarding Patent and
Copyright Infringement(AUG 1996)** 54](#__RefHeading___Toc129419716)

[**I.37.** **52.227-3 Patent Indemnity (APR 1984)**
54](#__RefHeading___Toc129419717)

[**I.38.** **52.227-14 Rights in Data---General (June1987) Alternates I,
II, III, and V (June 1987) (as modified per DEAR 927.404 to substitute
paragraph (a) definitions & (d)(3) relating to copyright)**
55](#__RefHeading___Toc129419718)

[**I.39.** **52.227-23 Rights to Proposal Data (Technical) (JUN 1987)**
63](#__RefHeading___Toc129419719)

[**I.40.** **52.232-7 Payments under Time-and-Materials and Labor-Hour
Contracts (AUG 2005)** 63](#__RefHeading___Toc129419720)

[**I.41.** **52.232-17 Interest (JUN 1996)**
68](#__RefHeading___Toc129419721)

[**I.42.** **52.232-23 Assignment of Claim. (JAN 1986)**
68](#__RefHeading___Toc129419722)

[**I.43.** **52.232-25 Prompt Payment (OCT 2003)**
69](#__RefHeading___Toc129419723)

[**I.44.** **52.232-33 Payment by Electronic Funds Transfer---Central
Contractor Registration (OCT 2003)** 74](#__RefHeading___Toc129419724)

[**I.45.** **52.233-1 Disputes (JUL 2002)** 76](#wp1153374)

[**I.46.** **52.233-3 Protest after Award (AUG 1996)**
78](#__RefHeading___Toc129419726)

[**I.47.** **52.233-4 Applicable Law for Breach of Contract Claim. (OCT
2004)** 79](#__RefHeading___Toc129419727)

[**I.48.** **52.237-2 Protection of Government Buildings, Equipment, and
Vegetation (APR 1984)** 79](#__RefHeading___Toc129419728)

[**I.49.** **52.237-3 Continuity of Services (JAN 1991)**
79](#__RefHeading___Toc129419729)

[**I.50.** **52.239-1 Privacy or Security Safeguards (AUG 1996)**
80](#__RefHeading___Toc129419730)

[**I.51.** **52.242-3 Penalties for Unallowable Costs (MAY 2001)**
80](#__RefHeading___Toc129419731)

[**I.52.** **52.242-13 Bankruptcy. (JUL 1995)**
82](#__RefHeading___Toc129419732)

[**I.53.** **52.243-3 Changes - Time-and-Materials or Labor-Hours (SEP
2000)** 82](#__RefHeading___Toc129419733)

[**I.54.** **52.244-2 Subcontracts (AUG 1998)**
83](#__RefHeading___Toc129419734)

[**I.55.** **52.244-6 Subcontracts for Commercial Items (DEC 2004)**
85](#__RefHeading___Toc129419735)

[**I.56.** **52.245-1 Property Records (APR 1984)**
87](#__RefHeading___Toc129419736)

[**I.57.** **52.245-5 Government Property (Cost-Reimbursement,
Time-and-Material, or Labor-Hour Contracts) (MAY 2004)**
87](#__RefHeading___Toc129419737)

[**I.58.** **52.245-19 Government Property Furnished \"As Is\" (APR
1984)** 96](#__RefHeading___Toc129419738)

[**I.59.** **52.246-25 Limitation of Liability - Services (FEB 1997)**
97](#__RefHeading___Toc129419739)

[**I.60.** **52.248-1 Value Engineering (FEB 2000)**
98](#__RefHeading___Toc129419740)

[**I.61.** **52.249-6 Termination (Cost-Reimbursement) (MAY 2004) -
Alternate IV (SEP 1996)** 105](#__RefHeading___Toc129419741)

[**I.62.** **52.249-14 Excusable Delays (APR 1984)**
110](#__RefHeading___Toc129419742)

[**I.63.** **52.251-1 Government Supply Sources (APR 1984)**
110](#__RefHeading___Toc129419743)

[**I.64.** **52.253-1 Computer Generated Forms (JAN 1991)**
111](#__RefHeading___Toc129419744)

[**I.65.** **952.203-70 Whistleblower Protection for Contractor
Employees (DEC 2000)** 111](#__RefHeading___Toc129419745)

[**I.66.** **952.204-2 Security (MAY 2002)**
111](#__RefHeading___Toc129419746)

[**I.67.** **952.204-70 Classification/Declassification (SEP 1997)**
114](#__RefHeading___Toc129419747)

[**I.68.** **952.215-70 Key Personnel (DEC 2000)**
115](#__RefHeading___Toc129419748)

[**I.69.** **952.224-70 Paperwork Reduction Act (APR 1984)**
115](#__RefHeading___Toc129419749)

[**I.70.** **952.226-74 Displaced Employee Hiring Preference (JUN
1997)** 116](#__RefHeading___Toc129419750)

[**I.71.** **952.242-70 Technical Direction (DEC 2000)**
116](#__RefHeading___Toc129419751)

[**I.72.** **952.251-70 Contractor Employee Travel Discounts (DEC
2000)** 118](#__RefHeading___Toc129419752)

[**I.73.** **970.5223-3 Workplace Substance Abuse Programs at DOE Sites
(DEC 2000)** 119](#__RefHeading___Toc129419753)

[]{#__RefHeading___Toc129419680 .anchor}**SECTION I - CONTRACT CLAUSES**

1.  []{#__RefHeading___Toc129419681 .anchor}**52.202-1 Definitions (JUL
    2004)**

> \(a\) When a solicitation provision or contract clause uses a word or
> term that is defined in the Federal Acquisition Regulation (FAR), the
> word or term has the same meaning as the definition in FAR 2.101 in
> effect at the time the solicitation was issued, unless\--
>
> \(1\) The solicitation, or amended solicitation, provides a different
> definition;
>
> \(2\) The contracting parties agree to a different definition;
>
> \(3\) The part, subpart, or section of the FAR where the provision or
> clause is prescribed provides a different meaning; or
>
> \(4\) The word or term is defined in FAR Part 31, for use in the cost
> principles and procedures.
>
> \(b\) The FAR Index is a guide to words and terms the FAR defines and
> shows where each definition is located. The FAR Index is available via
> the Internet at http://www.acqnet.gov at the end of the FAR, after the
> FAR Appendix.

2.  []{#__RefHeading___Toc129419682 .anchor}**52.203-3 Gratuities (APR
    1984)**

> \(a\) The right of the Contractor to proceed may be terminated by
> written notice if, after notice and hearing, the agency head or a
> designee determines that the Contractor, its agent, or another
> representative -
>
> \(1\) Offered or gave a gratuity (*e.g*., an entertainment or gift) to
> an officer, official, or employee of the Government; and
>
> \(2\) Intended, by the gratuity, to obtain a contract or favorable
> treatment under a contract.
>
> \(b\) The facts supporting this determination may be reviewed by any
> court having lawful jurisdiction.
>
> \(c\) If this contract is terminated under paragraph (a) of this
> clause, the Government is entitled -
>
> \(1\) To pursue the same remedies as in a breach of the contract; and
>
> \(2\) In addition to any other damages provided by law, to exemplary
> damages of not less than 3 nor more than 10 times the cost incurred by
> the Contractor in giving gratuities to the person concerned, as
> determined by the agency head or a designee. (This subparagraph (c)(2)
> is applicable only if this contract uses money appropriated to the
> Department of Defense.)
>
> \(d\) The rights and remedies of the Government provided in this
> clause shall not be exclusive and are in addition to any other rights
> and remedies provided by law or under this contract.

3.  []{#__RefHeading___Toc129419683 .anchor}**52.203-5 Covenant Against
    Contingent Fees (APR 1984)**

> \(a\) The Contractor warrants that no person or agency has been
> employed or retained to solicit or obtain this contract upon an
> agreement or understanding for a contingent fee, except a bona fide
> employee or agency. For breach or violation of this warranty, the
> Government shall have the right to annul this contract without
> liability or, in its discretion, to deduct from the contract price or
> consideration, or otherwise recover, the full amount of the contingent
> fee.
>
> \(b\) "Bona fide agency," as used in this clause, means an established
> commercial or selling agency, maintained by a contractor for the
> purpose of securing business, that neither exerts nor proposes to
> exert improper influence to solicit or obtain Government contracts nor
> holds itself out as being able to obtain any Government contract or
> contracts through improper influence.
>
> "Bona fide employee," as used in this clause, means a person, employed
> by a contractor and subject to the contractor\'s supervision and
> control as to time, place, and manner of performance, who neither
> exerts nor proposes to exert improper influence to solicit or obtain
> Government contracts nor holds out as being able to obtain any
> Government contract or contracts through improper influence.
>
> "Contingent fee," as used in this clause, means any commission,
> percentage, brokerage, or other fee that is contingent upon the
> success that a person or concern has in securing a Government
> contract.
>
> "Improper influence," as used in this clause, means any influence that
> induces or tends to induce a Government employee or officer to give
> consideration or to act regarding a Government contract on any basis
> other than the merits of the matter.

4.  []{#__RefHeading___Toc129419684 .anchor}**52.203-7 Anti-Kickback
    Procedures (JUL 1995)**

> \(a\) *Definitions*.
>
> "Kickback," as used in this clause, means any money, fee, commission,
> credit, gift, gratuity, thing of value, or compensation of any kind
> which is provided, directly or indirectly, to any prime Contractor,
> prime Contractor employee, subcontractor, or subcontractor employee
> for the purpose of improperly obtaining or rewarding favorable
> treatment in connection with a prime contract or in connection with a
> subcontract relating to a prime contract..
>
> "Person," as used in this clause, means a corporation, partnership,
> business association of any kind, trust, joint-stock company, or
> individual.
>
> "Prime contract," as used in this clause, means a contract or
> contractual action entered into by the United States for the purpose
> of obtaining supplies, materials, equipment, or services of any kind.
>
> "Prime Contractor" as used in this clause, means a person who has
> entered into a prime contract with the United States.
>
> "Prime Contractor employee," as used in this clause, means any
> officer, partner, employee, or agent of a prime Contractor.
>
> "Subcontract," as used in this clause, means a contract or contractual
> action entered into by a prime Contractor or subcontractor for the
> purpose of obtaining supplies, materials, equipment, or services of
> any kind under a prime contract.
>
> "Subcontractor," as used in this clause, (1) means any person, other
> than the prime Contractor, who offers to furnish or furnishes any
> supplies, materials, equipment, or services of any kind under a prime
> contract or a subcontract entered into in connection with such prime
> contract, and (2) includes any person who offers to furnish or
> furnishes general supplies to the prime Contractor or a higher tier
> subcontractor.
>
> "Subcontractor employee," as used in this clause, means any officer,
> partner, employee, or agent of a subcontractor.
>
> \(b\) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act),
> prohibits any person from -
>
> \(1\) Providing or attempting to provide or offering to provide any
> kickback;
>
> \(2\) Soliciting, accepting, or attempting to accept any kickback; or
>
> \(3\) Including, directly or indirectly, the amount of any kickback in
> the contract price charged by a prime Contractor to the United States
> or in the contract price charged by a subcontractor to a prime
> Contractor or higher tier subcontractor.
>
> \(c\) (1) The Contractor shall have in place and follow reasonable
> procedures designed to prevent and detect possible violations
> described in paragraph (b) of this clause in its own operations and
> direct business relationships.
>
> \(2\) When the Contractor has reasonable grounds to believe that a
> violation described in paragraph (b) of this clause may have occurred,
> the Contractor shall promptly report in writing the possible
> violation. Such reports shall be made to the inspector general of the
> contracting agency, the head of the contracting agency if the agency
> does not have an inspector general, or the Department of Justice.
>
> \(3\) The Contractor shall cooperate fully with any Federal agency
> investigating a possible violation described in paragraph (b) of this
> clause.
>
> \(4\) The Contracting Officer may (i) offset the amount of the
> kickback against any monies owed by the United States under the prime
> contract and/or (ii) direct that the Prime Contractor withhold from
> sums owed a subcontractor under the prime contract the amount of the
> kickback. The Contracting Officer may order that monies withheld under
> subdivision (c)(4)(ii) of this clause be paid over to the Government
> unless the Government has already offset those monies under
> subdivision (c)(4)(i) of this clause. In either case, the Prime
> Contractor shall notify the Contracting Officer when the monies are
> withheld.
>
> \(5\) The Contractor agrees to incorporate the substance of this
> clause, including subparagraph (c)(5) but excepting subparagraph
> (c)(1), in all subcontracts under this contract which exceed
> \$100,000.

5.  []{#__RefHeading___Toc129419685 .anchor}**52.203-8 Cancellation,
    Rescission, and Recovery of Funds for Illegal or Improper Activity
    (JAN 1997)**

> \(a\) If the Government receives information that a contractor or a
> person has engaged in conduct constituting a violation of subsection
> (a), (b), (c), or (d) of section 27 of the Office of Federal
> Procurement Policy Act (41 U.S.C. 423) (the Act), as amended by
> section 4304 of the National Defense Authorization Act for Fiscal Year
> 1996 (Pub. L. 104-106), the Government may -
>
> \(1\) Cancel the solicitation, if the contract has not yet been
> awarded or issued; or
>
> \(2\) Rescind the contract with respect to which -
>
> \(i\) The Contractor or someone acting for the Contractor has been
> convicted for an offense where the conduct constitutes a violation of
> subsection 27(a) or (b) of the Act for the purpose of either -
>
> \(A\) Exchanging the information covered by such subsections for
> anything of value; or
>
> \(B\) Obtaining or giving anyone a competitive advantage in the award
> of a Federal agency procurement contract; or
>
> \(ii\) The head of the contracting activity has determined, based upon
> a preponderance of the evidence, that the Contractor or someone acting
> for the Contractor has engaged in conduct constituting an offense
> punishable under subsection 27(e)(1) of the Act.
>
> \(b\) If the Government rescinds the contract under paragraph (a) of
> this clause, the Government is entitled to recover, in addition to any
> penalty prescribed by law, the amount expended under the contract.
>
> \(c\) The rights and remedies of the Government specified herein are
> not exclusive, and are in addition to any other rights and remedies
> provided by law, regulation, or under this contract.

6.  []{#__RefHeading___Toc129419686 .anchor}**52.203-10 Price or Fee
    Adjustment for Illegal or Improper Activity (JAN 1997)**

> \(a\) The Government, at its election, may reduce the price of a
> fixed-price type contract and the total cost and fee under a cost-type
> contract by the amount of profit or fee determined as set forth in
> paragraph (b) of this clause if the head of the contracting activity
> or designee determines that there was a violation of subsection 27(a),
> (b), or (c) of the Office of Federal Procurement Policy Act, as
> amended (41 U.S.C. 423), as implemented in section 3.104 of the
> Federal Acquisition Regulation.
>
> \(b\) The price or fee reduction referred to in paragraph (a) of this
> clause shall be -
>
> \(1\) For cost-plus-fixed-fee contracts, the amount of the fee
> specified in the contract at the time of award;
>
> \(2\) For cost-plus-incentive-fee contracts, the target fee specified
> in the contract at the time of award, notwithstanding any minimum fee
> or "fee floor" specified in the contract;
>
> \(3\) For cost-plus-award-fee contracts -
>
> \(i\) The base fee established in the contract at the time of contract
> award;
>
> \(ii\) If no base fee is specified in the contract, 30 percent of the
> amount of each award fee otherwise payable to the Contractor for each
> award fee evaluation period or at each award fee determination point.
>
> \(4\) For fixed-price-incentive contracts, the Government may -
>
> \(i\) Reduce the contract target price and contract target profit both
> by an amount equal to the initial target profit specified in the
> contract at the time of contract award; or
>
> \(ii\) If an immediate adjustment to the contract target price and
> contract target profit would have a significant adverse impact on the
> incentive price revision relationship under the contract, or adversely
> affect the contract financing provisions, the Contracting Officer may
> defer such adjustment until establishment of the total final price of
> the contract. The total final price established in accordance with the
> incentive price revision provisions of the contract shall be reduced
> by an amount equal to the initial target profit specified in the
> contract at the time of contract award and such reduced price shall be
> the total final contract price.
>
> \(5\) For firm-fixed-price contracts, by 10 percent of the initial
> contract price or a profit amount determined by the Contracting
> Officer from records or documents in existence prior to the date of
> the contract award.
>
> \(c\) The Government may, at its election, reduce a prime
> contractor\'s price or fee in accordance with the procedures of
> paragraph (b) of this clause for violations of the Act by its
> subcontractors by an amount not to exceed the amount of profit or fee
> reflected in the subcontract at the time the subcontract was first
> definitively priced.
>
> \(d\) In addition to the remedies in paragraphs (a) and (c) of this
> clause, the Government may terminate this contract for default. The
> rights and remedies of the Government specified herein are not
> exclusive, and are in addition to any other rights and remedies
> provided by law or under this contract.

7.  []{#__RefHeading___Toc129419687 .anchor}**52.203-12 Limitation on
    Payments to Influence Certain Federal Transactions (SEP 2005)**

> \(a\) *Definitions*.
>
> "Agency," as used in this clause, means executive agency as defined in
> 2.101.
>
> "Covered Federal action," as used in this clause, means any of the
> following Federal actions:
>
> \(1\) The awarding of any Federal contract.
>
> \(2\) The making of any Federal grant.
>
> \(3\) The making of any Federal loan.
>
> \(4\) The entering into of any cooperative agreement.
>
> \(5\) The extension, continuation, renewal, amendment, or modification
> of any Federal contract, grant, loan, or cooperative agreement.
>
> "Indian tribe" and "tribal organization," as used in this clause, have
> the meaning provided in section 4 of the Indian Self-Determination and
> Education Assistance Act (25 U.S.C. 450B) and include Alaskan Natives.
>
> "Influencing or attempting to influence," as used in this clause,
> means making, with the intent to influence, any communication to or
> appearance before an officer or employee of any agency, a Member of
> Congress, an officer or employee of Congress, or an employee of a
> Member of Congress in connection with any covered Federal action.
>
> "Local government," as used in this clause, means a unit of government
> in a State and, if chartered, established, or otherwise recognized by
> a State for the performance of a governmental duty, including a local
> public authority, a special district, an intrastate district, a
> council of governments, a sponsor group representative organization,
> and any other instrumentality of a local government.
>
> "Officer or employee of an agency," as used in this clause, includes
> the following individuals who are employed by an agency:
>
> \(1\) An individual who is appointed to a position in the Government
> under Title 5, United States Code, including a position under a
> temporary appointment.
>
> \(2\) A member of the uniformed services, as defined in subsection
> 101(3), Title 37, United States Code.
>
> \(3\) A special Government employee, as defined in section 202, Title
> 18, United States Code.
>
> \(4\) An individual who is a member of a Federal advisory committee,
> as defined by the Federal Advisory Committee Act, Title 5, United
> States Code, appendix 2.
>
> "Person," as used in this clause, means an individual, corporation,
> company, association, authority, firm, partnership, society, State,
> and local government, regardless of whether such entity is operated
> for profit, or not for profit. This term excludes an Indian tribe,
> tribal organization, or any other Indian organization with respect to
> expenditures specifically permitted by other Federal law.
>
> "Reasonable compensation," as used in this clause, means, with respect
> to a regularly employed officer or employee of any person,
> compensation that is consistent with the normal compensation for such
> officer or employee for work that is not furnished to, not funded by,
> or not furnished in cooperation with the Federal Government.
>
> "Reasonable payment," as used in this clause, means, with respect to
> professional and other technical services, a payment in an amount that
> is consistent with the amount normally paid for such services in the
> private sector.
>
> "Recipient," as used in this clause, includes the Contractor and all
> subcontractors. This term excludes an Indian tribe, tribal
> organization, or any other Indian organization with respect to
> expenditures specifically permitted by other Federal law.
>
> "Regularly employed," as used in this clause, means, with respect to
> an officer or employee of a person requesting or receiving a Federal
> contract, an officer or employee who is employed by such person for at
> least 130 working days within 1 year immediately preceding the date of
> the submission that initiates agency consideration of such person for
> receipt of such contract. An officer or employee who is employed by
> such person for less than 130 working days within 1 year immediately
> preceding the date of the submission that initiates agency
> consideration of such person shall be considered to be regularly
> employed as soon as he or she is employed by such person for 130
> working days.
>
> "State," as used in this clause, means a State of the United States,
> the District of Columbia, or an outlying area of the United States, an
> agency or instrumentality of a State, and multi-State, regional, or
> interstate entity having governmental duties and powers.
>
> \(b\) *Prohibitions*. (1) Section 1352 of Title 31, United States
> Code, among other things, prohibits a recipient of a Federal contract,
> grant, loan, or cooperative agreement from using appropriated funds to
> pay any person for influencing or attempting to influence an officer
> or employee of any agency, a Member of Congress, an officer or
> employee of Congress, or an employee of a Member of Congress in
> connection with any of the following covered Federal actions: the
> awarding of any Federal contract; the making of any Federal grant; the
> making of any Federal loan; the entering into of any cooperative
> agreement; or the modification of any Federal contract, grant, loan,
> or cooperative agreement.
>
> \(2\) The Act also requires Contractors to furnish a disclosure if any
> funds other than Federal appropriated funds (including profit or fee
> received under a covered Federal transaction) have been paid, or will
> be paid, to any person for influencing or attempting to influence an
> officer or employee of any agency, a Member of Congress, an officer or
> employee of Congress, or an employee of a Member of Congress in
> connection with a Federal contract, grant, loan, or cooperative
> agreement.
>
> \(3\) The prohibitions of the Act do not apply under the following
> conditions:
>
> \(i\) *Agency and legislative liaison by own employees*.
>
> \(A\) The prohibition on the use of appropriated funds, in
> subparagraph (b)(1) of this clause, does not apply in the case of a
> payment of reasonable compensation made to an officer or employee of a
> person requesting or receiving a covered Federal action if the payment
> is for agency and legislative liaison activities not directly related
> to a covered Federal action.
>
> \(B\) For purposes of subdivision (b)(3)(i)(A) of this clause,
> providing any information specifically requested by an agency or
> Congress is permitted at any time.
>
> \(C\) The following agency and legislative liaison activities are
> permitted at any time where they are not related to a specific
> solicitation for any covered Federal action:
>
> (*1*) Discussing with an agency the qualities and characteristics
> (including individual demonstrations) of the person\'s products or
> services, conditions or terms of sale, and service capabilities.
>
> (*2*) Technical discussions and other activities regarding the
> application or adaptation of the person\'s products or services for an
> agency\'s use.
>
> \(D\) The following agency and legislative liaison activities are
> permitted where they are prior to formal solicitation of any covered
> Federal action -
>
> (*1*) Providing any information not specifically requested but
> necessary for an agency to make an informed decision about initiation
> of a covered Federal action;
>
> (*2*) Technical discussions regarding the preparation of an
> unsolicited proposal prior to its official submission; and
>
> (*3*) Capability presentations by persons seeking awards from an
> agency pursuant to the provisions of the Small Business Act, as
> amended by Pub. L. 95-507, and subsequent amendments.
>
> \(E\) Only those agency and legislative liaison activities expressly
> authorized by paragraph (b)(3)(i) of this clause are permitted under
> this clause.
>
> \(ii\) Professional and technical services.
>
> \(A\) The prohibition on the use of appropriated funds, in
> subparagraph (b)(1) of this clause, does not apply in the case of -
>
> (*1*) A payment of reasonable compensation made to an officer or
> employee of a person requesting or receiving a covered Federal action
> or an extension, continuation, renewal, amendment, or modification of
> a covered Federal action, if payment is for professional or technical
> services rendered directly in the preparation, submission, or
> negotiation of any bid, proposal, or application for that Federal
> action or for meeting requirements imposed by or pursuant to law as a
> condition for receiving that Federal action.
>
> (*2*) Any reasonable payment to a person, other than an officer or
> employee of a person requesting or receiving a covered Federal action
> or an extension, continuation, renewal, amendment, or modification of
> a covered Federal action if the payment is for professional or
> technical services rendered directly in the preparation, submission,
> or negotiation of any bid, proposal, or application for that Federal
> action or for meeting requirements imposed by or pursuant to law as a
> condition for receiving that Federal action. Persons other than
> officers or employees of a person requesting or receiving a covered
> Federal action include consultants and trade associations.
>
> \(B\) For purposes of subdivision (b)(3)(ii)(A) of this clause,
> "professional and technical services" shall be limited to advice and
> analysis directly applying any professional or technical discipline.
> For example, drafting of a legal document accompanying a bid or
> proposal by a lawyer is allowable. Similarly, technical advice
> provided by an engineer on the performance or operational capability
> of a piece of equipment rendered directly in the negotiation of a
> contract is allowable. However, communications with the intent to
> influence made by a professional (such as a licensed lawyer) or a
> technical person (such as a licensed accountant) are not allowable
> under this section unless they provide advice and analysis directly
> applying their professional or technical expertise and unless the
> advice or analysis is rendered directly and solely in the preparation,
> submission or negotiation of a covered Federal action. Thus, for
> example, communications with the intent to influence made by a lawyer
> that do not provide legal advice or analysis directly and solely
> related to the legal aspects of his or her client\'s proposal, but
> generally advocate one proposal over another are not allowable under
> this section because the lawyer is not providing professional legal
> services. Similarly, communications with the intent to influence made
> by an engineer providing an engineering analysis prior to the
> preparation or submission of a bid or proposal are not allowable under
> this section since the engineer is providing technical services but
> not directly in the preparation, submission or negotiation of a
> covered Federal action.
>
> \(C\) Requirements imposed by or pursuant to law as a condition for
> receiving a covered Federal award include those required by law or
> regulation and any other requirements in the actual award documents.
>
> \(D\) Only those professional and technical services expressly
> authorized by paragraph (b)(3)(ii) of this clause are permitted under
> this clause.
>
> \(4\) The reporting requirements of FAR 3.803(a) shall not apply with
> respect to payments of reasonable compensation made to regularly
> employed officers or employees of a person.
>
> \(c\) *Disclosure*. (1) The Contractor who requests or receives from
> an agency a Federal contract shall file with that agency a disclosure
> form, OMB standard form LLL, Disclosure of Lobbying Activities, if
> such person has made or has agreed to make any payment using
> nonappropriated funds (to *include* profits from any covered Federal
> action), which would be prohibited under subparagraph (b)(1) of this
> clause, if paid for with appropriated funds.
>
> \(2\) The Contractor shall file a disclosure form at the end of each
> calendar quarter in which there occurs any event that materially
> affects the accuracy of the information contained in any disclosure
> form previously filed by such person under subparagraph (c)(1) of this
> clause. An event that materially affects the accuracy of the
> information reported includes -
>
> \(i\) A cumulative increase of \$25,000 or more in the amount paid or
> expected to be paid for influencing or attempting to influence a
> covered Federal action; or
>
> \(ii\) A change in the person(s) or individual(s) influencing or
> attempting to influence a covered Federal action; or
>
> \(iii\) A change in the officer(s), employee(s), or Member(s)
> contacted to influence or attempt to influence a covered Federal
> action.
>
> \(3\) The Contractor shall require the submittal of a certification,
> and if required, a disclosure form by any person who requests or
> receives any subcontract exceeding \$100,000 under the Federal
> contract.
>
> \(4\) All subcontractor disclosure forms (but not certifications)
> shall be forwarded from tier to tier until received by the prime
> Contractor. The prime Contractor shall submit all disclosures to the
> Contracting Officer at the end of the calendar quarter in which the
> disclosure form is submitted by the subcontractor. Each subcontractor
> certification shall be retained in the subcontract file of the
> awarding Contractor.
>
> \(d\) Agreement. The Contractor agrees not to make any payment
> prohibited by this clause.
>
> \(e\) *Penalties*. (1) Any person who makes an expenditure prohibited
> under paragraph (a) of this clause or who fails to file or amend the
> disclosure form to be filed or amended by paragraph (b) of this clause
> shall be subject to civil penalties as provided for by 31 U.S.C. 1352.
> An imposition of a civil penalty does not prevent the Government from
> seeking any other remedy that may be applicable.
>
> \(2\) Contractors may rely without liability on the representation
> made by their subcontractors in the certification and disclosure form.
>
> \(f\) Cost allowability. Nothing in this clause makes allowable or
> reasonable any costs which would otherwise be unallowable or
> unreasonable. Conversely, costs made specifically unallowable by the
> requirements in this clause will not be made allowable under any other
> provision.

8.  []{#__RefHeading___Toc129419688 .anchor}**52.204-2 Security
    Requirements (AUG 1996)**

> \(a\) This clause applies to the extent that this contract involves
> access to information classified "Confidential," "Secret," or "Top
> Secret."
>
> \(b\) The Contractor shall comply with -
>
> \(1\) The Security Agreement (DD Form 441), including the *National
> Industrial Security Program Operating Manual* (DOD 5220.22-M); and
>
> \(2\) Any revisions to that manual, notice of which has been furnished
> to the Contractor.
>
> \(c\) If, subsequent to the date of this contract, the security
> classification or security requirements under this contract are
> changed by the Government and if the changes cause an increase or
> decrease in security costs or otherwise affect any other term or
> condition of this contract, the contract shall be subject to an
> equitable adjustment as if the changes were directed under the Changes
> clause of this contract.
>
> \(d\) The Contractor agrees to insert terms that conform substantially
> to the language of this clause, including this paragraph (d) but
> excluding any reference to the Changes clause of this contract, in all
> subcontracts under this contract that involve access to classified
> information.

9.  []{#__RefHeading___Toc129419689 .anchor}**52.204-4 Printed or Copied
    Double-Sided on Recycled Paper (AUG 2000)**

> \(a\) *Definitions*. As used in this clause -
>
> "Postconsumer material" means a material or finished product that has
> served its intended use and has been discarded for disposal or
> recovery, having completed its life as a consumer item. Postconsumer
> material is a part of the broader category of "recovered material."
> For paper and paper products, postconsumer material means
> "postconsumer fiber" defined by the U.S. Environmental Protection
> Agency (EPA) as -
>
> \(1\) Paper, paperboard, and fibrous materials from retail stores,
> office buildings, homes, and so forth, after they have passed through
> their end-usage as a consumer item, including: used corrugated boxes;
> old newspapers; old magazines; mixed waste paper; tabulating cards;
> and used cordage; or
>
> \(2\) All paper, paperboard, and fibrous materials that enter and are
> collected from municipal solid waste; but not
>
> \(3\) Fiber derived from printers\' over-runs, converters\' scrap, and
> over-issue publications.
>
> "Printed or copied double-sided" means printing or reproducing a
> document so that information is on both sides of a sheet of paper.
>
> "Recovered material," for paper and paper products, is defined by EPA
> in its Comprehensive Procurement Guideline as "recovered fiber" and
> means the following materials:
>
> \(1\) Postconsumer fiber; and
>
> \(2\) Manufacturing wastes such as -
>
> \(i\) Dry paper and paperboard waste generated after completion of the
> papermaking process (that is, those manufacturing operations up to and
> including the cutting and trimming of the paper machine reel into
> smaller rolls or rough sheets) including: envelope cuttings, bindery
> trimmings, and other paper and paperboard waste resulting from
> printing, cutting, forming, and other converting operations; bag, box,
> and carton manufacturing wastes; and butt rolls, mill wrappers, and
> rejected unused stock; and
>
> \(ii\) Repulped finished paper and paperboard from obsolete
> inventories of paper and paperboard manufacturers, merchants,
> wholesalers, dealers, printers, converters, or others.
>
> \(b\) In accordance with Section 101 of Executive Order 13101 of
> September 14, 1998, Greening the Government through Waste Prevention,
> Recycling, and Federal Acquisition, the Contractor is encouraged to
> submit paper documents, such as offers, letters, or reports, that are
> printed or copied double-sided on recycled paper that meet minimum
> content standards specified in Section 505 of Executive Order 13101,
> when not using electronic commerce methods to submit information or
> data to the Government.
>
> \(c\) If the Contractor cannot purchase high-speed copier paper,
> offset paper, forms bond, computer printout paper, carbonless paper,
> file folders, white wove envelopes, writing and office paper, book
> paper, cotton fiber paper, and cover stock meeting the 30 percent
> postconsumer material standard for use in submitting paper documents
> to the Government, it should use paper containing no less than 20
> percent postconsumer material. This lesser standard should be used
> only when paper meeting the 30 percent postconsumer material standard
> is not obtainable at a reasonable price or does not meet reasonable
> performance standards.

10. []{#__RefHeading___Toc129419690 .anchor}**52.204-7 Central
    Contractor Registration (OCT 2003)**

> \(a\) Definitions. As used in this clause\--
>
> Central Contractor Registration (CCR) database means the primary
> Government repository for Contractor information required for the
> conduct of business with the Government.
>
> Data Universal Numbering System (DUNS) number means the 9-digit number
> assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business
> entities.
>
> Data Universal Numbering System +4 (DUNS+4) number means the DUNS
> number assigned by D&B plus a 4-character suffix that may be assigned
> by a business concern. (D&B has no affiliation with this 4-character
> suffix.) This 4-character suffix may be assigned at the discretion of
> the business concern to establish additional CCR records for
> identifying alternative Electronic Funds Transfer (EFT) accounts (see
> the FAR at Subpart 32.11) for the same parent concern.
>
> Registered in the CCR database means that\--
>
> \(1\) The Contractor has entered all mandatory information, including
> the DUNS number or the DUNS+4 number, into the CCR database; and
>
> \(2\) The Government has validated all mandatory data fields and has
> marked the record \"Active\".
>
> \(b\) (1) 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, basic agreement, basic ordering agreement, or blanket
> purchasing agreement resulting from this solicitation.
>
> \(2\) 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 exactly as stated in the offer. The DUNS number will
> be used by the Contracting Officer to verify that the offeror is
> registered in the CCR database.
>
> \(c\) If the offeror does not have a DUNS number, it should contact
> Dun and Bradstreet directly to obtain one.
>
> \(1\) An offeror may obtain a DUNS number\--
>
> \(i\) If located within the United States, by calling Dun and
> Bradstreet at 1-866-705-5711 or via the Internet at
> http://www.dnb.com; or
>
> \(ii\) If located outside the United States, by contacting the local
> Dun and Bradstreet office.
>
> \(2\) The offeror should be prepared to provide the following
> information:
>
> \(i\) Company legal business.
>
> \(ii\) Tradestyle, doing business, or other name by which your entity
> is commonly recognized.
>
> \(iii\) Company Physical Street Address, City, State, and Zip Code.
>
> \(iv\) Company Mailing Address, City, State and Zip Code (if separate
> from physical).
>
> \(v\) Company Telephone Number.
>
> \(vi\) Date the company was started.
>
> \(vii\) Number of employees at your location.
>
> \(viii\) Chief executive officer/key manager.
>
> \(ix\) Line of business (industry).
>
> \(x\) Company Headquarters name and address (reporting relationship
> within your entity).
>
> \(d\) 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.
>
> \(e\) Processing time, which normally takes 48 hours, should be taken
> into consideration when registering. Offerors who are not registered
> should consider applying for registration immediately upon receipt of
> this solicitation.
>
> \(f\) The Contractor is responsible 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.
>
> \(g\) (1) (i) If a Contractor has legally changed its business name,
> \"doing business as\" name, or division name (whichever is shown on
> the contract), or has transferred the assets used in performing the
> contract, but has not completed the necessary requirements regarding
> novation and change-of-name agreements in 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 of the FAR; 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 (g)(1)(i) of this clause, or fails to perform the agreement
> at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a
> properly executed novation or change-of-name agreement, the CCR
> information that shows the Contractor to be other than the Contractor
> indicated in the contract will be considered to be incorrect
> information within the meaning of the \"Suspension of Payment\"
> paragraph of the electronic funds transfer (EFT) clause of this
> contract.
>
> \(2\) 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 FAR
> 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.
>
> \(h\) 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.

11. []{#__RefHeading___Toc129419691 .anchor}**52.204-9 Personal Identity
    Verification of Contractor Personnel (JAN 2006)**

> \(a\) The Contractor shall comply with agency personal identity
> verification procedures identified in the contract that implement
> Homeland Security Presidential Directive-12 (HSPD-12), Office of
> Management and Budget (OMB) guidance M-05-24, and Federal Information
> Processing Standards Publication (FIPS PUB) Number 201.
>
> \(b\) The Contractor shall insert this clause in all subcontracts when
> the subcontractor is required to have physical access to a
> federally-controlled facility or access to a Federal information
> system.

12. []{#__RefHeading___Toc129419692 .anchor}**52.209-6 Protecting the
    Government\'s Interest When Subcontracting with Contractors
    Debarred, Suspended, or Proposed for Debarment (JAN 2005)**

> \(a\) The Government suspends or debars Contractors to protect the
> Government\'s interests. The Contractor shall not enter into any
> subcontract in excess of \$25,000 with a Contractor that is debarred,
> suspended, or proposed for debarment unless there is a compelling
> reason to do so.
>
> \(b\) The Contractor shall require each proposed first-tier
> subcontractor, whose subcontract will exceed \$25,000, to disclose to
> the Contractor, in writing, whether as of the time of award of the
> subcontract, the subcontractor, or its principals, is or is not
> debarred, suspended, or proposed for debarment by the Federal
> Government.
>
> \(c\) A corporate officer or a designee of the Contractor shall notify
> the Contracting Officer, in writing, before entering into a
> subcontract with a party that is debarred, suspended, or proposed for
> debarment (see FAR 9.404 for information on the Excluded Parties List
> System). The notice must include the following:
>
> \(1\) The name of the subcontractor.
>
> \(2\) The Contractor\'s knowledge of the reasons for the subcontractor
> being in the Excluded Parties List System.
>
> \(3\) The compelling reason(s) for doing business with the
> subcontractor notwithstanding its inclusion in the Excluded Parties
> List System.
>
> \(4\) The systems and procedures the Contractor has established to
> ensure that it is fully protecting the Government\'s interests when
> dealing with such subcontractor in view of the specific basis for the
> party\'s debarment, suspension, or proposed debarment.

13. []{#__RefHeading___Toc129419693 .anchor}**52.215-2 Audit and
    Records - Negotiation (JUN 1999)**

> \(a\) As used in this clause, "records" includes books, documents,
> accounting procedures and practices, and other data, regardless of
> type and regardless of whether such items are in written form, in the
> form of computer data, or in any other form.
>
> \(b\) Examination of costs. If this is a cost-reimbursement,
> incentive, time-and-materials, labor-hour, or price redeterminable
> contract, or any combination of these, the Contractor shall maintain
> and the Contracting Officer, or an authorized representative of the
> Contracting Officer, shall have the right to examine and audit all
> records and other evidence sufficient to reflect properly all costs
> claimed to have been incurred or anticipated to be incurred directly
> or indirectly in performance of this contract. This right of
> examination shall include inspection at all reasonable times of the
> Contractor\'s plants, or parts of them, engaged in performing the
> contract.
>
> \(c\) *Cost or pricing data*. If the Contractor has been required to
> submit cost or pricing data in connection with any pricing action
> relating to this contract, the Contracting Officer, or an authorized
> representative of the Contracting Officer, in order to evaluate the
> accuracy, completeness, and currency of the cost or pricing data,
> shall have the right to examine and audit all of the Contractor\'s
> records, including computations and projections, related to -
>
> \(1\) The proposal for the contract, subcontract, or modification;
>
> \(2\) The discussions conducted on the proposal(s), including those
> related to negotiating;
>
> \(3\) Pricing of the contract, subcontract, or modification; or
>
> \(4\) Performance of the contract, subcontract or modification.
>
> \(d\) Comptroller General - (1) The Comptroller General of the United
> States, or an authorized representative, shall have access to and the
> right to examine any of the Contractor\'s directly pertinent records
> involving transactions related to this contract or a subcontract
> hereunder.
>
> \(2\) This paragraph may not be construed to require the Contractor or
> subcontractor to create or maintain any record that the Contractor or
> subcontractor does not maintain in the ordinary course of business or
> pursuant to a provision of law.
>
> \(e\) Reports. If the Contractor is required to furnish cost, funding,
> or performance reports, the Contracting Officer or an authorized
> representative of the Contracting Officer shall have the right to
> examine and audit the supporting records and materials, for the
> purpose of evaluating -
>
> \(1\) The effectiveness of the Contractor\'s policies and procedures
> to produce data compatible with the objectives of these reports; and
>
> \(2\) The data reported.
>
> \(f\) Availability. The Contractor shall make available at its office
> at all reasonable times the records, materials, and other evidence
> described in paragraphs (a), (b), (c), (d), and (e) of this clause,
> for examination, audit, or reproduction, until 3 years after final
> payment under this contract or for any shorter period specified in
> Subpart 4.7, Contractor Records Retention, of the Federal Acquisition
> Regulation (FAR), or for any longer period required by statute or by
> other clauses of this contract. In addition -
>
> \(1\) If this contract is completely or partially terminated, the
> Contractor shall make available the records relating to the work
> terminated until 3 years after any resulting final termination
> settlement; and
>
> \(2\) The Contractor shall make available records relating to appeals
> under the Disputes clause or to litigation or the settlement of claims
> arising under or relating to this contract until such appeals,
> litigation, or claims are finally resolved.
>
> \(g\) The Contractor shall insert a clause containing all the terms of
> this clause, including this paragraph (g), in all subcontracts under
> this contract that exceed the simplified acquisition threshold, and -
>
> \(1\) That are cost-reimbursement, incentive, time-and-materials,
> labor-hour, or price-redeterminable type or any combination of these;
>
> \(2\) For which cost or pricing data are required; or
>
> \(3\) That require the subcontractor to furnish reports as discussed
> in paragraph (e) of this clause.
>
> The clause may be altered only as necessary to identify properly the
> contracting parties and the Contracting Officer under the Government
> prime contract.

14. []{#__RefHeading___Toc129419694 .anchor}**52.215-8 Order of
    Precedence - Uniform Contract Format (OCT 1997)**

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

15. []{#__RefHeading___Toc129419695 .anchor}**52.215-11 Price Reduction
    for Defective Cost or Pricing Data - Modifications (OCT 1997)**

> \(a\) This clause shall become operative only for any modification to
> this contract involving a pricing adjustment expected to exceed the
> threshold for submission of cost or pricing data at FAR 15.403-4,
> except that this clause does not apply to any modification if an
> exception under FAR 15.403-1 applies.
>
> \(b\) If any price, including profit or fee, negotiated in connection
> with any modification under this clause, or any cost reimbursable
> under this contract, was increased by any significant amount because
> (1) the Contractor or a subcontractor furnished cost or pricing data
> that were not complete, accurate, and current as certified in its
> Certificate of Current Cost or Pricing Data, (2) a subcontractor or
> prospective subcontractor furnished the Contractor cost or pricing
> data that were not complete, accurate, and current as certified in the
> Contractor\'s Certificate of Current Cost or Pricing Data, or (3) any
> of these parties furnished data of any description that were not
> accurate, the price or cost shall be reduced accordingly and the
> contract shall be modified to reflect the reduction. This right to a
> price reduction is limited to that resulting from defects in data
> relating to modifications for which this clause becomes operative
> under paragraph (a) of this clause.
>
> \(c\) Any reduction in the contract price under paragraph (b) of this
> clause due to defective data from a prospective subcontractor that was
> not subsequently awarded the subcontract shall be limited to the
> amount, plus applicable overhead and profit markup, by which -
>
> \(1\) The actual subcontract; or
>
> \(2\) The actual cost to the Contractor, if there was no subcontract,
> was less than the prospective subcontract cost estimate submitted by
> the Contractor; provided, that the actual subcontract price was not
> itself affected by defective cost or pricing data.
>
> \(d\) (1) If the Contracting Officer determines under paragraph (b) of
> this clause that a price or cost reduction should be made, the
> Contractor agrees not to raise the following matters as a defense:
>
> \(i\) The Contractor or subcontractor was a sole source supplier or
> otherwise was in a superior bargaining position and thus the price of
> the contract would not have been modified even if accurate, complete,
> and current cost or pricing data had been submitted.
>
> \(ii\) The Contracting Officer should have known that the cost or
> pricing data in issue were defective even though the Contractor or
> subcontractor took no affirmative action to bring the character of the
> data to the attention of the Contracting Officer.
>
> \(iii\) The contract was based on an agreement about the total cost of
> the contract and there was no agreement about the cost of each item
> procured under the contract.
>
> \(iv\) The Contractor or subcontractor did not submit a Certificate of
> Current Cost or Pricing Data.
>
> \(2\) (i) Except as prohibited by paragraph (d)(2)(ii) of this clause,
> an offset in an amount determined appropriate by the Contracting
> Officer based upon the facts shall be allowed against the amount of a
> contract price reduction if -
>
> \(A\) The Contractor certifies to the Contracting Officer that, to the
> best of the Contractor\'s knowledge and belief, the Contractor is
> entitled to the offset in the amount requested; and
>
> \(B\) The Contractor proves that the cost or pricing data were
> available before the "as of" date specified on its Certificate of
> Current Cost or Pricing Data, and that the data were not submitted
> before such date.
>
> \(ii\) An offset shall not be allowed if -
>
> \(A\) The understated data were known by the Contractor to be
> understated before the "as of" date specified on its Certificate of
> Current Cost or Pricing Data; or
>
> \(B\) The Government proves that the facts demonstrate that the
> contract price would not have increased in the amount to be offset
> even if the available data had been submitted before the "as of" date
> specified on its Certificate of Current Cost or Pricing Data.
>
> \(e\) If any reduction in the contract price under this clause reduces
> the price of items for which payment was made prior to the date of the
> modification reflecting the price reduction, the Contractor shall be
> liable to and shall pay the United States at the time such overpayment
> is repaid -
>
> \(1\) Simple interest on the amount of such overpayment to be computed
> from the date(s) of overpayment to the Contractor to the date the
> Government is repaid by the Contractor at the applicable underpayment
> rate effective for each quarter prescribed by the Secretary of the
> Treasury under 26 U.S.C. 6621(a)(2); and
>
> \(2\) A penalty equal to the amount of the overpayment, if the
> Contractor or subcontractor knowingly submitted cost or pricing data
> that were incomplete, inaccurate, or noncurrent.

16. []{#__RefHeading___Toc129419696 .anchor}**52.215-13 Subcontractor
    Cost or Pricing Data - Modifications (OCT 1997)**

> \(a\) The requirements of paragraphs (b) and (c) of this clause shall
> -
>
> \(1\) Become operative only for any modification to this contract
> involving a pricing adjustment expected to exceed the threshold for
> submission of cost or pricing data at FAR 15.403-4; and
>
> \(2\) Be limited to such modifications.
>
> \(b\) Before awarding any subcontract expected to exceed the threshold
> for submission of cost or pricing data at FAR 15.403-4, on the date of
> agreement on price or the date of award, whichever is later; or before
> pricing any subcontract modification involving a pricing adjustment
> expected to exceed the threshold for submission of cost or pricing
> data at FAR 15.403-4, the Contractor shall require the subcontractor
> to submit cost or pricing data (actually or by specific identification
> in writing), unless an exception under FAR 15.403-1 applies.
>
> \(c\) The Contractor shall require the subcontractor to certify in
> substantially the form prescribed in FAR 15.406-2 that, to the best of
> its knowledge and belief, the data submitted under paragraph (b) of
> this clause were accurate, complete, and current as of the date of
> agreement on the negotiated price of the subcontract or subcontract
> modification.
>
> \(d\) The Contractor shall insert the substance of this clause,
> including this paragraph (d), in each subcontract that exceeds the
> threshold for submission of cost or pricing data at FAR 15.403-4 on
> the date of agreement on price or the date of award, whichever is
> later.

17. []{#__RefHeading___Toc129419697 .anchor}**52.215-14 Integrity of
    Unit Prices (OCT 1997)**

> \(a\) Any proposal submitted for the negotiation of prices for items
> of supplies shall distribute costs within contracts on a basis that
> ensures that unit prices are in proportion to the items\' base cost
> (e.g., manufacturing or acquisition costs). Any method of distributing
> costs to line items that distorts unit prices shall not be used. For
> example, distributing costs equally among line items is not acceptable
> except when there is little or no variation in base cost. Nothing in
> this paragraph requires submission of cost or pricing data not
> otherwise required by law or regulation.
>
> \(b\) When requested by the Contracting Officer, the
> Offeror/Contractor shall also identify those supplies that it will not
> manufacture or to which it will not contribute significant value.
>
> \(c\) The Contractor shall insert the substance of this clause, less
> paragraph (b), in all subcontracts for other than: acquisitions at or
> below the simplified acquisition threshold in FAR Part 2; construction
> or architect-engineer services under FAR Part 36; utility services
> under FAR Part 41; services where supplies are not required;
> commercial items; and petroleum products.

18. []{#__RefHeading___Toc129419698 .anchor}**52.215-17 Waiver of
    Facilities Capital Cost of Money (OCT 1997)**

The Contractor did not include facilities capital cost of money as a
proposed cost of this contract. Therefore, it is an unallowable cost
under this contract.

19. []{#__RefHeading___Toc129419699 .anchor}**52.215-21 Requirements for
    Cost or Pricing Data or Information Other Than Cost or Pricing
    Data - Modifications (OCT 1997)**

> \(a\) *Exceptions from cost or pricing data*.
>
> \(1\) In lieu of submitting cost or pricing data for modifications
> under this contract, for price adjustments expected to exceed the
> threshold set forth at FAR 15.403-4 on the date of the agreement on
> price or the date of the award, whichever is later, the Contractor may
> submit a written request for exception by submitting the information
> described in the following subparagraphs. The Contracting Officer may
> require additional supporting information, but only to the extent
> necessary to determine whether an exception should be granted, and
> whether the price is fair and reasonable -
>
> \(i\) *Identification of the law or regulation establishing the price
> offered*. If the price is controlled under law by periodic rulings,
> reviews, or similar actions of a governmental body, attach a copy of
> the controlling document, unless it was previously submitted to the
> contracting office.
>
> \(ii\) Information on modifications of contracts or subcontracts for
> commercial items.
>
> \(A\) If -
>
> (*1*) The original contract or subcontract was granted an exception
> from cost or pricing data requirements because the price agreed upon
> was based on adequate price competition or prices set by law or
> regulation, or was a contract or subcontract for the acquisition of a
> commercial item; and
>
> (*2*) The modification (to the contract or subcontract) is not
> exempted based on one of these exceptions, then the Contractor may
> provide information to establish that the modification would not
> change the contract or subcontract from a contract or subcontract for
> the acquisition of a commercial item to a contract or subcontract for
> the acquisition of an item other than a commercial item.
>
> \(B\) For a commercial item exception, the Contractor shall provide,
> at a minimum, information on prices at which the same item or similar
> items have previously been sold that is adequate for evaluating the
> reasonableness of the price of the modification. Such information may
> include -
>
> (*1*) For catalog items, a copy of or identification of the catalog
> and its date, or the appropriate pages for the offered items, or a
> statement that the catalog is on file in the buying office to which
> the proposal is being submitted. Provide a copy or describe current
> discount policies and price lists (published or unpublished), e.g.,
> wholesale, original equipment manufacturer, or reseller. Also explain
> the basis of each offered price and its relationship to the
> established catalog price, including how the proposed price relates to
> the price of recent sales in quantities similar to the proposed
> quantities.
>
> (*2*) For market-priced items, the source and date or period of the
> market quotation or other basis for market price, the base amount, and
> applicable discounts. In addition, describe the nature of the market.
>
> (*3*) For items included on an active Federal Supply Service Multiple
> Award Schedule contract, proof that an exception has been granted for
> the schedule item.
>
> \(2\) The Contractor grants the Contracting Officer or an authorized
> representative the right to examine, at any time before award, books,
> records, documents, or other directly pertinent records to verify any
> request for an exception under this clause, and the reasonableness of
> price. For items priced using catalog or market prices, or law or
> regulation, access does not extend to cost or profit information or
> other data relevant solely to the Contractor\'s determination of the
> prices to be offered in the catalog or marketplace.
>
> \(b\) *Requirements for cost or pricing data*. If the Contractor is
> not granted an exception from the requirement to submit cost or
> pricing data, the following applies:
>
> \(1\) The Contractor shall submit cost or pricing data and supporting
> attachments in accordance with Table 15-2 of FAR 15.408.
>
> \(2\) As soon as practicable after agreement on price, but before
> award (except for unpriced actions), the Contractor shall submit a
> Certificate of Current Cost or Pricing Data, as prescribed by FAR
> 15.406-2.

20. []{#__RefHeading___Toc129419700 .anchor}**52.219-8 Utilization of
    Small Business Concerns (MAY 2004)**

> \(a\) It is the policy of the United States that small business
> concerns, veteran-owned small business concerns, service-disabled
> veteran-owned small business concerns, HUBZone small business
> concerns, small disadvantaged business concerns, and women-owned small
> business concerns shall have the maximum practicable opportunity to
> participate in performing contracts let by any Federal agency,
> including contracts and subcontracts for subsystems, assemblies,
> components, and related services for major systems. It is further the
> policy of the United States that its prime contractors establish
> procedures to ensure the timely payment of amounts due pursuant to the
> terms of their subcontracts with small business concerns,
> veteran-owned small business concerns, service-disabled veteran-owned
> small business concerns, HUBZone small business concerns, small
> disadvantaged business concerns, and women-owned small business
> concerns.
>
> \(b\) The Contractor hereby agrees to carry out this policy in the
> awarding of subcontracts to the fullest extent consistent with
> efficient contract performance. The Contractor further agrees to
> cooperate in any studies or surveys as may be conducted by the United
> States Small Business Administration or the awarding agency of the
> United States as may be necessary to determine the extent of the
> Contractor\'s compliance with this clause.
>
> \(c\) Definitions. As used in this contract -
>
> "HUBZone small business concern" means a small business concern that
> appears on the List of Qualified HUBZone Small Business Concerns
> maintained by the Small Business Administration.
>
> "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 small business as defined pursuant to
> Section 3 of the Small Business Act and relevant regulations
> promulgated pursuant thereto.
>
> "Small disadvantaged business concern" means a small business concern
> that represents, as part of its offer that -
>
> \(1\) It has received certification as a small disadvantaged business
> concern consistent with 13 CFR part 124, Subpart B;
>
> \(2\) No material change in disadvantaged ownership and control has
> occurred since its certification;
>
> \(3\) Where the concern is owned by one or more individuals, 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); and
>
> \(4\) It is identified, on the date of its representation, as a
> certified small disadvantaged business in the database maintained by
> the Small Business Administration (PRO-Net).
>
> "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 at 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.
>
> "Women-owned small business concern" means a small business concern -
>
> \(1\) That 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.
>
> \(d\) Contractors acting in good faith may rely on written
> representations by their subcontractors regarding their status as a
> small business concern, a veteran-owned small business concern, a
> service-disabled veteran-owned small business concern, a HUBZone small
> business concern, a small disadvantaged business concern, or a
> women-owned small business concern.

21. []{#__RefHeading___Toc129419701 .anchor}**52.219-14** **Limitations
    on Subcontracting (DEC 1996)**

> \(a\) This clause does not apply to the unrestricted portion of a
> partial set-aside.
>
> \(b\) By submission of an offer and execution of a contract, the
> Offeror/Contractor agrees that in performance of the contract in the
> case of a contract for---
>
> \(1\) Services (except construction). At least 50 percent of the cost
> of contract performance incurred for personnel shall be expended for
> employees of the concern.
>
> \(2\) Supplies (other than procurement from a nonmanufacturer of such
> supplies). The concern shall perform work for at least 50 percent of
> the cost of manufacturing the supplies, not including the cost of
> materials.
>
> \(3\) General construction. The concern will perform at least 15
> percent of the cost of the contract, not including the cost of
> materials, with its own employees.
>
> \(4\) Construction by special trade contractors. The concern will
> perform at least 25 percent of the cost of the contract, not including
> the cost of materials, with its own employees.

22. []{#__RefHeading___Toc129419702 .anchor}**52.222-3 Convict Labor
    (JUN 2003)**

> \(a\) Except as provided in paragraph (b) of this clause, the
> Contractor shall not employ in the performance of this contract any
> person undergoing a sentence of imprisonment imposed by any court of a
> State, the District of Columbia, Puerto Rico, the Northern Mariana
> Islands, American Samoa, Guam, or the U.S. Virgin Islands.
>
> \(b\) The Contractor is not prohibited from employing persons\--
>
> \(1\) On parole or probation to work at paid employment during the
> term of their sentence;
>
> \(2\) Who have been pardoned or who have served their terms; or
>
> \(3\) Confined for violation of the laws of any of the States, the
> District of Columbia, Puerto Rico, the Northern Mariana Islands,
> American Samoa, Guam, or the U.S. Virgin Islands who are authorized to
> work at paid employment in the community under the laws of such
> jurisdiction, if\--
>
> \(i\) The worker is paid or is in an approved work training program on
> a voluntary basis;
>
> \(ii\) Representatives of local union central bodies or similar labor
> union organizations have been consulted;
>
> \(iii\) Such paid employment will not result in the displacement of
> employed workers, or be applied in skills, crafts, or trades in which
> there is a surplus of available gainful labor in the locality, or
> impair existing contracts for services;
>
> \(iv\) The rates of pay and other conditions of employment will not be
> less than those paid or provided for work of a similar nature in the
> locality in which the work is being performed; and
>
> \(v\) The Attorney General of the United States has certified that the
> work-release laws or regulations of the jurisdiction involved are in
> conformity with the requirements of Executive Order 11755, as amended
> by Executive Orders 12608 and 12943.

23. []{#__RefHeading___Toc129419703 .anchor}**52.222-21 Prohibition of
    Segregated Facilities (FEB 1999)**

> \(a\) "Segregated facilities," as used in this clause, means any
> waiting rooms, work areas, rest rooms and wash rooms, restaurants and
> other eating areas, time clocks, locker rooms and other storage or
> dressing areas, parking lots, drinking fountains, recreation or
> entertainment areas, transportation, and housing facilities provided
> for employees, that are segregated by explicit directive or are in
> fact segregated on the basis of race, color, religion, sex, or
> national origin because of written or oral policies or employee
> custom. The term does not include separate or single-user rest rooms
> or necessary dressing or sleeping areas provided to assure privacy
> between the sexes.
>
> \(b\) The Contractor agrees that it does not and will not maintain or
> provide for its employees any segregated facilities at any of its
> establishments, and that it does not and will not permit its employees
> to perform their services at any location under its control where
> segregated facilities are maintained. The Contractor agrees that a
> breach of this clause is a violation of the Equal Opportunity clause
> in this contract.
>
> \(c\) The Contractor shall include this clause in every subcontract
> and purchase order that is subject to the Equal Opportunity clause of
> this contract.

24. []{#__RefHeading___Toc129419704 .anchor}**52.222-26 Equal
    Opportunity (APR 2002)**

> \(a\) Definition. United States, as used in this clause, means the 50
> States, the District of Columbia, Puerto Rico, the Northern Mariana
> Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake
> Island.
>
> \(b\) If, during any 12-month period (including the 12 months
> preceding the award of this contract), the Contractor has been or is
> awarded nonexempt Federal contracts and/or subcontracts that have an
> aggregate value in excess of \$10,000, the Contractor shall comply
> with paragraphs (b)(1) through (b)(11) of this clause, except for work
> performed outside the United States by employees who were not
> recruited within the United States. Upon request, the Contractor shall
> provide information necessary to determine the applicability of this
> clause.
>
> \(1\) The Contractor shall not discriminate against any employee or
> applicant for employment because of race, color, religion, sex, or
> national origin. However, it shall not be a violation of this clause
> for the Contractor to extend a publicly announced preference in
> employment to Indians living on or near an Indian reservation, in
> connection with employment opportunities on or near an Indian
> reservation, as permitted by 41 CFR 60-1.5.
>
> \(2\) The Contractor shall take affirmative action to ensure that
> applicants are employed, and that employees are treated during
> employment, without regard to their race, color, religion, sex, or
> national origin. This shall include, but not be limited to -
>
> \(i\) Employment;
>
> \(ii\) Upgrading;
>
> \(iii\) Demotion;
>
> \(iv\) Transfer;
>
> \(v\) Recruitment or recruitment advertising;
>
> \(vi\) Layoff or termination;
>
> \(vii\) Rates of pay or other forms of compensation; and
>
> \(viii\) Selection for training, including apprenticeship.
>
> \(3\) The Contractor shall post in conspicuous places available to
> employees and applicants for employment the notices to be provided by
> the Contracting Officer that explain this clause.
>
> \(4\) The Contractor shall, in all solicitations or advertisements for
> employees placed by or on behalf of the Contractor, state that all
> qualified applicants will receive consideration for employment without
> regard to race, color, religion, sex, or national origin.
>
> \(5\) The Contractor shall send, to each labor union or representative
> of workers with which it has a collective bargaining agreement or
> other contract or understanding, the notice to be provided by the
> Contracting Officer advising the labor union or workers\'
> representative of the Contractor\'s commitments under this clause, and
> post copies of the notice in conspicuous places available to employees
> and applicants for employment.
>
> \(6\) The Contractor shall comply with Executive Order 11246, as
> amended, and the rules, regulations, and orders of the Secretary of
> Labor.
>
> \(7\) The Contractor shall furnish to the contracting agency all
> information required by Executive Order 11246, as amended, and by the
> rules, regulations, and orders of the Secretary of Labor. The
> Contractor shall also file Standard Form 100 (EEO-1), or any successor
> form, as prescribed in 41 CFR part 60-1. Unless the Contractor has
> filed within the 12 months preceding the date of contract award, the
> Contractor shall, within 30 days after contract award, apply to either
> the regional Office of Federal Contract Compliance Programs (OFCCP) or
> the local office of the Equal Employment Opportunity Commission for
> the necessary forms.
>
> \(8\) The Contractor shall permit access to its premises, during
> normal business hours, by the contracting agency or the OFCCP for the
> purpose of conducting on-site compliance evaluations and complaint
> investigations. The Contractor shall permit the Government to inspect
> and copy any books, accounts, records (including computerized
> records), and other material that may be relevant to the matter under
> investigation and pertinent to compliance with Executive Order 11246,
> as amended, and rules and regulations that implement the Executive
> Order.
>
> \(9\) If the OFCCP determines that the Contractor is not in compliance
> with this clause or any rule, regulation, or order of the Secretary of
> Labor, this contract may be canceled, terminated, or suspended in
> whole or in part and the Contractor may be declared ineligible for
> further Government contracts, under the procedures authorized in
> Executive Order 11246, as amended. In addition, sanctions may be
> imposed and remedies invoked against the Contractor as provided in
> Executive Order 11246, as amended; in the rules, regulations, and
> orders of the Secretary of Labor; or as otherwise provided by law.
>
> \(10\) The Contractor shall include the terms and conditions of
> subparagraphs (b)(1) through (11) of this clause in every subcontract
> or purchase order that is not exempted by the rules, regulations, or
> orders of the Secretary of Labor issued under Executive Order 11246,
> as amended, so that these terms and conditions will be binding upon
> each subcontractor or vendor.
>
> \(11\) The Contractor shall take such action with respect to any
> subcontract or purchase order as the Contracting Officer may direct as
> a means of enforcing these terms and conditions, including sanctions
> for noncompliance, provided, that if the Contractor becomes involved
> in, or is threatened with, litigation with a subcontractor or vendor
> as a result of any direction, the Contractor may request the United
> States to enter into the litigation to protect the interests of the
> United States.
>
> \(c\) Notwithstanding any other clause in this contract, disputes
> relative to this clause will be governed by the procedures in 41 CFR
> 60-1.1.

25. []{#__RefHeading___Toc129419705 .anchor}**52.222-35 Equal
    Opportunity for Special Disabled Veterans, Veterans of the Vietnam
    Era, and Other Eligible Veterans (DEC 2001)**

> \(a\) Definitions. As used in this clause\--
>
> All employment openings means all positions except executive and top
> management, those positions that will be filled from within the
> Contractor\'s organization, and positions lasting 3 days or less. This
> term includes full-time employment, temporary employment of more than
> 3 days duration, and part-time employment.
>
> Executive and top management means any employee\--
>
> \(1\) Whose primary duty consists of the management of the enterprise
> in which the individual is employed or of a customarily recognized
> department or subdivision thereof;
>
> \(2\) Who customarily and regularly directs the work of two or more
> other employees;
>
> \(3\) Who has the authority to hire or fire other employees or whose
> suggestions and recommendations as to the hiring or firing and as to
> the advancement and promotion or any other change of status of other
> employees will be given particular weight;
>
> \(4\) Who customarily and regularly exercises discretionary powers;
> and
>
> \(5\) Who does not devote more than 20 percent or, in the case of an
> employee of a retail or service establishment, who does not devote
> more than 40 percent of total hours of work in the work week to
> activities that are not directly and closely related to the
> performance of the work described in paragraphs (1) through (4) of
> this definition. This paragraph (5) does not apply in the case of an
> employee who is in sole charge of an establishment or a physically
> separated branch establishment, or who owns at least a 20 percent
> interest in the enterprise in which the individual is employed.
>
> Other eligible veteran means any other veteran who served on active
> duty during a war or in a campaign or expedition for which a campaign
> badge has been authorized.
>
> Positions that will be filled from within the Contractor\'s
> organization means employment openings for which the Contractor will
> give no consideration to persons outside the Contractor\'s
> organization (including any affiliates, subsidiaries, and parent
> companies) and includes any openings the Contractor proposes to fill
> from regularly established \"recall\" lists. The exception does not
> apply to a particular opening once an employer decides to consider
> applicants outside of its organization.
>
> Qualified special disabled veteran means a special disabled veteran
> who satisfies the requisite skill, experience, education, and other
> job-related requirements of the employment position such veteran holds
> or desires, and who, with or without reasonable accommodation, can
> perform the essential functions of such position.
>
> Special disabled veteran means\--
>
> \(1\) A veteran who is entitled to compensation (or who but for the
> receipt of military retired pay would be entitled to compensation)
> under laws administered by the Department of Veterans Affairs for a
> disability\--
>
> \(i\) Rated at 30 percent or more; or
>
> \(ii\) Rated at 10 or 20 percent in the case of a veteran who has been
> determined under 38 U.S.C. 3106 to have a serious employment handicap
> (i.e., a significant impairment of the veteran\'s ability to prepare
> for, obtain, or retain employment consistent with the veteran\'s
> abilities, aptitudes, and interests); or
>
> \(2\) A person who was discharged or released from active duty because
> of a service-connected disability.
>
> Veteran of the Vietnam era means a person who\--
>
> \(1\) Served on active duty for a period of more than 180 days and was
> discharged or released from active duty with other than a dishonorable
> discharge, if any part of such active duty occurred\--
>
> \(i\) In the Republic of Vietnam between February 28, 1961, and May 7,
> 1975; or
>
> \(ii\) Between August 5, 1964, and May 7, 1975, in all other cases; or
>
> \(2\) Was discharged or released from active duty for a
> service-connected disability if any part of the active duty was
> performed\--
>
> \(i\) In the Republic of Vietnam between February 28, 1961, and May 7,
> 1975; or
>
> \(ii\) Between August 5, 1964, and May 7, 1975, in all other cases.
>
> \(b\) General.
>
> \(1\) The Contractor shall not discriminate against the individual
> because the individual is a special disabled veteran, a veteran of the
> Vietnam era, or other eligible veteran, regarding any position for
> which the employee or applicant for employment is qualified. The
> Contractor shall take affirmative action to employ, advance in
> employment, and otherwise treat qualified special disabled veterans,
> veterans of the Vietnam era, and other eligible veterans without
> discrimination based upon their disability or veterans\' status in all
> employment practices such as\--
>
> \(i\) Recruitment, advertising, and job application procedures;
>
> \(ii\) Hiring, upgrading, promotion, award of tenure, demotion,
> transfer, layoff, termination, right of return from layoff and
> rehiring;
>
> \(iii\) Rate of pay or any other form of compensation and changes in
> compensation;
>
> \(iv\) Job assignments, job classifications, organizational
> structures, position descriptions, lines of progression, and seniority
> lists;
>
> \(v\) Leaves of absence, sick leave, or any other leave;
>
> \(vi\) Fringe benefits available by virtue of employment, whether or
> not administered by the Contractor;
>
> \(vii\) Selection and financial support for training, including
> apprenticeship, and on-the-job training under 38 U.S.C. 3687,
> professional meetings, conferences, and other related activities, and
> selection for leaves of absence to pursue training;
>
> \(viii\) Activities sponsored by the Contractor including social or
> recreational programs; and
>
> \(ix\) Any other term, condition, or privilege of employment.
>
> \(2\) The Contractor shall comply with the rules, regulations, and
> relevant orders of the Secretary of Labor issued under the Vietnam Era
> Veterans\' Readjustment Assistance Act of 1972 (the Act), as amended
> (38 U.S.C. 4211 and 4212).
>
> \(c\) Listing openings.
>
> \(1\) The Contractor shall immediately list all employment openings
> that exist at the time of the execution of this contract and those
> which occur during the performance of this contract, including those
> not generated by this contract, and including those occurring at an
> establishment of the Contractor other than the one where the contract
> is being performed, but excluding those of independently operated
> corporate affiliates, at an appropriate local public employment
> service office of the State wherein the opening occurs. Listing
> employment openings with the U.S. Department of Labor\'s America\'s
> Job Bank shall satisfy the requirement to list jobs with the local
> employment service office.
>
> \(2\) The Contractor shall make the listing of employment openings
> with the local employment service office at least concurrently with
> using any other recruitment source or effort and shall involve the
> normal obligations of placing a bona fide job order, including
> accepting referrals of veterans and nonveterans. This listing of
> employment openings does not require hiring any particular job
> applicant or hiring from any particular group of job applicants and is
> not intended to relieve the Contractor from any requirements of
> Executive orders or regulations concerning nondiscrimination in
> employment.
>
> \(3\) Whenever the Contractor becomes contractually bound to the
> listing terms of this clause, it shall advise the State public
> employment agency in each State where it has establishments of the
> name and location of each hiring location in the State. As long as the
> Contractor is contractually bound to these terms and has so advised
> the State agency, it need not advise the State agency of subsequent
> contracts. The Contractor may advise the State agency when it is no
> longer bound by this contract clause.
>
> \(d\) Applicability. This clause does not apply to the listing of
> employment openings that occur and are filled outside the 50 States,
> the District of Columbia, the Commonwealth of Puerto Rico, the
> Commonwealth of the Northern Mariana Islands, American Samoa, Guam,
> the Virgin Islands of the United States, and Wake Island.
>
> \(e\) Postings.
>
> \(1\) The Contractor shall post employment notices in conspicuous
> places that are available to employees and applicants for employment.
>
> \(2\) The employment notices shall\--
>
> \(i\) State the rights of applicants and employees as well as the
> Contractor\'s obligation under the law to take affirmative action to
> employ and advance in employment qualified employees and applicants
> who are special disabled veterans, veterans of the Vietnam era, and
> other eligible veterans; and
>
> \(ii\) Be in a form prescribed by the Deputy Assistant Secretary for
> Federal Contract Compliance Programs, Department of Labor (Deputy
> Assistant Secretary of Labor), and provided by or through the
> Contracting Officer.
>
> \(3\) The Contractor shall ensure that applicants or employees who are
> special disabled veterans are informed of the contents of the notice
> (e.g., the Contractor may have the notice read to a visually disabled
> veteran, or may lower the posted notice so that it can be read by a
> person in a wheelchair).
>
> \(4\) The Contractor shall notify each labor union or representative
> of workers with which it has a collective bargaining agreement, or
> other contract understanding, that the Contractor is bound by the
> terms of the Act and is committed to take affirmative action to
> employ, and advance in employment, qualified special disabled
> veterans, veterans of the Vietnam era, and other eligible veterans.
>
> \(f\) Noncompliance. If the Contractor does not comply with the
> requirements of this clause, the Government may take appropriate
> actions under the rules, regulations, and relevant orders of the
> Secretary of Labor issued pursuant to the Act.
>
> \(g\) Subcontracts. The Contractor shall insert the terms of this
> clause in all subcontracts or purchase orders of \$25,000 or more
> unless exempted by rules, regulations, or orders of the Secretary of
> Labor. The Contractor shall act as specified by the Deputy Assistant
> Secretary of Labor to enforce the terms, including action for
> noncompliance.

26. []{#__RefHeading___Toc129419706 .anchor}**52.222-36 Affirmative
    Action for Workers with Disabilities (JUN 1998)**

> \(a\) General.
>
> \(1\) Regarding any position for which the employee or applicant for
> employment is qualified, the Contractor shall not discriminate against
> any employee or applicant because of physical or mental disability.
> The Contractor agrees to take affirmative action to employ, advance in
> employment, and otherwise treat qualified individuals with
> disabilities without discrimination based upon their physical or
> mental disability in all employment practices such as -
>
> \(i\) Recruitment, advertising, and job application procedures;
>
> \(ii\) Hiring, upgrading, promotion, award of tenure, demotion,
> transfer, layoff, termination, right of return from layoff, and
> rehiring;
>
> \(iii\) Rates of pay or any other form of compensation and changes in
> compensation;
>
> \(iv\) Job assignments, job classifications, organizational
> structures, position descriptions, lines of progression, and seniority
> lists;
>
> \(v\) Leaves of absence, sick leave, or any other leave;
>
> \(vi\) Fringe benefits available by virtue of employment, whether or
> not administered by the Contractor;
>
> \(vii\) Selection and financial support for training, including
> apprenticeships, professional meetings, conferences, and other related
> activities, and selection for leaves of absence to pursue training;
>
> \(viii\) Activities sponsored by the Contractor, including social or
> recreational programs; and
>
> \(ix\) Any other term, condition, or privilege of employment.
>
> \(2\) The Contractor agrees to comply with the rules, regulations, and
> relevant orders of the Secretary of Labor (Secretary) issued under the
> Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.
>
> \(b\) Postings.
>
> \(1\) The Contractor agrees to post employment notices stating -
>
> \(i\) The Contractor\'s obligation under the law to take affirmative
> action to employ and advance in employment qualified individuals with
> disabilities; and
>
> \(ii\) The rights of applicants and employees.
>
> \(2\) These notices shall be posted in conspicuous places that are
> available to employees and applicants for employment. The Contractor
> shall ensure that applicants and employees with disabilities are
> informed of the contents of the notice (*e.g*., the Contractor may
> have the notice read to a visually disabled individual, or may lower
> the posted notice so that it might be read by a person in a
> wheelchair). The notices shall be in a form prescribed by the Deputy
> Assistant Secretary for Federal Contract Compliance of the U.S.
> Department of Labor (Deputy Assistant Secretary) and shall be provided
> by or through the Contracting Officer.
>
> \(3\) The Contractor shall notify each labor union or representative
> of workers with which it has a collective bargaining agreement or
> other contract understanding, that the Contractor is bound by the
> terms of Section 503 of the Act and is committed to take affirmative
> action to employ, and advance in employment, qualified individuals
> with physical or mental disabilities.
>
> \(c\) Noncompliance. If the Contractor does not comply with the
> requirements of this clause, appropriate actions may be taken under
> the rules, regulations, and relevant orders of the Secretary issued
> pursuant to the Act.
>
> \(d\) Subcontracts. The Contractor shall include the terms of this
> clause in every subcontract or purchase order in excess of \$10,000
> unless exempted by rules, regulations, or orders of the Secretary. The
> Contractor shall act as specified by the Deputy Assistant Secretary to
> enforce the terms, including action for noncompliance.

27. []{#__RefHeading___Toc129419707 .anchor}**52.222-37 Employment
    Reports on Special Disabled Veterans, Veterans of the Vietnam Era,
    and Other Eligible Veterans. (DEC 2001)**

> \(a\) Unless the Contractor is a State or local government agency, the
> Contractor shall report at least annually, as required by the
> Secretary of Labor, on-
>
> \(1\) The number of special disabled veterans, the number of veterans
> of the Vietnam era, and other eligible veterans in the workforce of
> the Contractor by job category and hiring location; and
>
> \(2\) The total number of new employees hired during the period
> covered by the report, and of the total, the number of special
> disabled veterans, the number of veterans of the Vietnam era, and the
> number of other eligible veterans; and
>
> \(3\) The maximum number and the minimum number of employees of the
> Contractor during the period covered by the report.
>
> \(b\) The Contractor shall report the above items by completing the
> Form VETS100, entitled \"Federal Contractor Veterans\' Employment
> Report (VETS100 Report)\".
>
> \(c\) The Contractor shall submit VETS100 Reports no later than
> September 30 of each year beginning September 30, 1988.
>
> \(d\) The employment activity report required by paragraph (a)(2) of
> this clause shall reflect total hires during the most recent 12month
> period as of the ending date selected for the employment profile
> report required by paragraph (a)(1) of this clause. Contractors may
> select an ending date-
>
> \(1\) As of the end of any pay period between July 1 and August 31 of
> the year the report is due; or the Equal Employment Opportunity
> Commission to do so for purposes of submitting the Employer
> Information Report EEO-1 (Standard Form 100).
>
> \(e\) The Contractor shall base the count of veterans reported
> according to paragraph (a) of this clause on voluntary disclosure.
> Each Contractor subject to the reporting requirements at 38 U.S.C.
> 4212 shall invite all special disabled veterans, veterans of the
> Vietnam era, and other eligible veterans who wish to benefit under the
> affirmative action program at 38 U.S.C. 4212 to identify themselves to
> the Contractor. The invitation shall state that-
>
> \(1\) The information is voluntarily provided;
>
> \(2\) The information will be kept confidential;
>
> \(3\) Disclosure or refusal to provide the information will not
> subject the applicant or employee to any adverse treatment; and
>
> \(4\) The information will be used only in accordance with the
> regulations promulgated under 38 U.S.C. 4212.
>
> \(f\) The Contractor shall insert the terms of this clause in all
> subcontracts or purchase orders of \$25,000 or more unless exempted by
> rules, regulations, or orders of the Secretary of Labor.

28. []{#__RefHeading___Toc129419708 .anchor}**52.222-41 Service Contract
    Act of 1965, as Amended. (JUL 2005)**

> \(a\) Definitions. "Act," as used in this clause, means the Service
> Contract Act of 1965, as amended (41 U.S.C. 351, et seq.).
>
> "Contractor," as used in this clause or in any subcontract, shall be
> deemed to refer to the subcontractor, except in the term "Government
> Prime Contractor."
>
> "Service employee," as used in this clause, means any person engaged
> in the performance of this contract other than any person employed in
> a bona fide executive, administrative, or professional capacity, as
> these terms are defined in Part 541 of Title 29, Code of Federal
> Regulations, as revised. It includes all such persons regardless of
> any contractual relationship that may be alleged to exist between a
> Contractor or subcontractor and such persons.
>
> \(b\) Applicability. This contract is subject to the following
> provisions and to all other applicable provisions of the Act and
> regulations of the Secretary of Labor (29 CFR Part 4). This clause
> does not apply to contracts or subcontracts administratively exempted
> by the Secretary of Labor or exempted by 41 U.S.C. 356, as interpreted
> in Subpart C of 29 CFR part 4.
>
> \(c\) Compensation.
>
> \(1\) Each service employee employed in the performance of this
> contract by the Contractor or any subcontractor shall be paid not less
> than the minimum monetary wages and shall be furnished fringe benefits
> in accordance with the wages and fringe benefits determined by the
> Secretary of Labor, or authorized representative, as specified in any
> wage determination attached to this contract.
>
> \(2\) (i) If a wage determination is attached to this contract, the
> Contractor shall classify any class of service employee which is not
> listed therein and which is to be employed under the contract (*i.e*.,
> the work to be performed is not performed by any classification listed
> in the wage determination) so as to provide a reasonable relationship
> (*i.e*., appropriate level of skill comparison) between such unlisted
> classifications and the classifications listed in the wage
> determination. Such conformed class of employees shall be paid the
> monetary wages and furnished the fringe benefits as are determined
> pursuant to the procedures in this paragraph (c).
>
> \(ii\) This conforming procedure shall be initiated by the Contractor
> prior to the performance of contract work by the unlisted class of
> employee. The Contractor shall submit Standard Form (SF) 1444, Request
> For Authorization of Additional Classification and Rate, to the
> Contracting Officer no later than 30 days after the unlisted class of
> employee performs any contract work. The Contracting Officer shall
> review the proposed classification and rate and promptly submit the
> completed SF 1444 (which must include information regarding the
> agreement or disagreement of the employees\' authorized
> representatives or the employees themselves together with the agency
> recommendation), and all pertinent information to the Wage and Hour
> Division, Employment Standards Administration, U.S. Department of
> Labor. The Wage and Hour Division will approve, modify, or disapprove
> the action or render a final determination in the event of
> disagreement within 30 days of receipt or will notify the Contracting
> Officer within 30 days of receipt that additional time is necessary.
>
> \(iii\) The final determination of the conformance action by the Wage
> and Hour Division shall be transmitted to the Contracting Officer who
> shall promptly notify the Contractor of the action taken. Each
> affected employee shall be furnished by the Contractor with a written
> copy of such determination or it shall be posted as a part of the wage
> determination.
>
> \(iv\) (A) The process of establishing wage and fringe benefit rates
> that bear a reasonable relationship to those listed in a wage
> determination cannot be reduced to any single formula. The approach
> used may vary from wage determination to wage determination depending
> on the circumstances. Standard wage and salary administration
> practices which rank various job classifications by pay grade pursuant
> to point schemes or other job factors may, for example, be relied
> upon. Guidance may also be obtained from the way different jobs are
> rated under Federal pay systems (Federal Wage Board Pay System and the
> General Schedule) or from other wage determinations issued in the same
> locality. Basic to the establishment of any conformable wage rate(s)
> is the concept that a pay relationship should be maintained between
> job classifications based on the skill required and the duties
> performed.
>
> \(B\) In the case of a contract modification, an exercise of an
> option, or extension of an existing contract, or in any other case
> where a Contractor succeeds a contract under which the classification
> in question was previously conformed pursuant to paragraph (c) of this
> clause, a new conformed wage rate and fringe benefits may be assigned
> to the conformed classification by indexing (*i.e*., adjusting) the
> previous conformed rate and fringe benefits by an amount equal to the
> average (mean) percentage increase (or decrease, where appropriate)
> between the wages and fringe benefits specified for all
> classifications to be used on the contract which are listed in the
> current wage determination, and those specified for the corresponding
> classifications in the previously applicable wage determination. Where
> conforming actions are accomplished in accordance with this paragraph
> prior to the performance of contract work by the unlisted class of
> employees, the Contractor shall advise the Contracting Officer of the
> action taken but the other procedures in subdivision (c)(2)(ii) of
> this clause need not be followed.
>
> \(C\) No employee engaged in performing work on this contract shall in
> any event be paid less than the currently applicable minimum wage
> specified under section 6(a)(1) of the Fair Labor Standards Act of
> 1938, as amended.
>
> \(v\) The wage rate and fringe benefits finally determined under this
> subparagraph (c)(2) of this clause shall be paid to all employees
> performing in the classification from the first day on which contract
> work is performed by them in the classification. Failure to pay the
> unlisted employees the compensation agreed upon by the interested
> parties and/or finally determined by the Wage and Hour Division
> retroactive to the date such class of employees commenced contract
> work shall be a violation of the Act and this contract.
>
> \(vi\) Upon discovery of failure to comply with subparagraph (c)(2) of
> this clause, the Wage and Hour Division shall make a final
> determination of conformed classification, wage rate, and/or fringe
> benefits which shall be retroactive to the date such class or classes
> of employees commenced contract work.
>
> \(3\) Adjustment of compensation. If the term of this contract is more
> than 1 year, the minimum monetary wages and fringe benefits required
> to be paid or furnished thereunder to service employees under this
> contract shall be subject to adjustment after 1 year and not less
> often than once every 2 years, under wage determinations issued by the
> Wage and Hour Division.
>
> \(d\) Obligation to furnish fringe benefits. The Contractor or
> subcontractor may discharge the obligation to furnish fringe benefits
> specified in the attachment or determined under subparagraph (c)(2) of
> this clause by furnishing equivalent combinations of bona fide fringe
> benefits, or by making equivalent or differential cash payments, only
> in accordance with Subpart D of 29 CFR Part 4.
>
> \(e\) Minimum wage. In the absence of a minimum wage attachment for
> this contract, neither the Contractor nor any subcontractor under this
> contract shall pay any person performing work under this contract
> (regardless of whether the person is a service employee) less than the
> minimum wage specified by section 6(a)(1) of the Fair Labor Standards
> Act of 1938. Nothing in this clause shall relieve the Contractor or
> any subcontractor of any other obligation under law or contract for
> payment of a higher wage to any employee.
>
> \(f\) Successor contracts. If this contract succeeds a contract
> subject to the Act under which substantially the same services were
> furnished in the same locality and service employees were paid wages
> and fringe benefits provided for in a collective bargaining agreement,
> in the absence of the minimum wage attachment for this contract
> setting forth such collectively bargained wage rates and fringe
> benefits, neither the Contractor nor any subcontractor under this
> contract shall pay any service employee performing any of the contract
> work (regardless of whether or not such employee was employed under
> the predecessor contract), less than the wages and fringe benefits
> provided for in such collective bargaining agreement, to which such
> employee would have been entitled if employed under the predecessor
> contract, including accrued wages and fringe benefits and any
> prospective increases in wages and fringe benefits provided for under
> such agreement. No Contractor or subcontractor under this contract may
> be relieved of the foregoing obligation unless the limitations of 29
> CFR 4.1b(b) apply or unless the Secretary of Labor or the Secretary\'s
> authorized representative finds, after a hearing as provided in 29 CFR
> 4.10 that the wages and/or fringe benefits provided for in such
> agreement are substantially at variance with those which prevail for
> services of a character similar in the locality, or determines, as
> provided in 29 CFR 4.11, that the collective bargaining agreement
> applicable to service employees employed under the predecessor
> contract was not entered into as a result of arm\'s length
> negotiations. Where it is found in accordance with the review
> procedures provided in 29 CFR 4.10 and/or 4.11 and Parts 6 and 8 that
> some or all of the wages and/or fringe benefits contained in a
> predecessor Contractor\'s collective bargaining agreement are
> substantially at variance with those which prevail for services of a
> character similar in the locality, and/or that the collective
> bargaining agreement applicable to service employees employed under
> the predecessor contract was not entered into as a result of arm\'s
> length negotiations, the Department will issue a new or revised wage
> determination setting forth the applicable wage rates and fringe
> benefits. Such determination shall be made part of the contract or
> subcontract, in accordance with the decision of the Administrator, the
> Administrative Law Judge, or the Board of Service Contract Appeals, as
> the case may be, irrespective of whether such issuance occurs prior to
> or after the award of a contract or subcontract (53 Comp. Gen. 401
> (1973)). In the case of a wage determination issued solely as a result
> of a finding of substantial variance, such determination shall be
> effective as of the date of the final administrative decision.
>
> \(g\) *Notification to employees*. The Contractor and any
> subcontractor under this contract shall notify each service employee
> commencing work on this contract of the minimum monetary wage and any
> fringe benefits required to be paid pursuant to this contract, or
> shall post the wage determination attached to this contract. The
> poster provided by the Department of Labor (Publication WH 1313) shall
> be posted in a prominent and accessible place at the worksite. Failure
> to comply with this requirement is a violation of section 2(a)(4) of
> the Act and of this contract.
>
> \(h\) Safe and sanitary working conditions. The Contractor or
> subcontractor shall not permit any part of the services called for by
> this contract to be performed in buildings or surroundings or under
> working conditions provided by or under the control or supervision of
> the Contractor or subcontractor which are unsanitary, hazardous, or
> dangerous to the health or safety of the service employees. The
> Contractor or subcontractor shall comply with the safety and health
> standards applied under 29 CFR Part 1925.
>
> \(i\) *Records*.
>
> \(1\) The Contractor and each subcontractor performing work subject to
> the Act shall make and maintain for 3 years from the completion of the
> work, and make them available for inspection and transcription by
> authorized representatives of the Wage and Hour Division, Employment
> Standards Administration, a record of the following:
>
> \(i\) For each employee subject to the Act -
>
> \(A\) Name and address and social security number;
>
> \(B\) Correct work classification or classifications, rate or rates of
> monetary wages paid and fringe benefits provided, rate or rates of
> payments in lieu of fringe benefits, and total daily and weekly
> compensation;
>
> \(C\) Daily and weekly hours worked by each employee; and
>
> \(D\) Any deductions, rebates, or refunds from the total daily or
> weekly compensation of each employee.
>
> \(ii\) For those classes of service employees not included in any wage
> determination attached to this contract, wage rates or fringe benefits
> determined by the interested parties or by the Administrator or
> authorized representative under the terms of paragraph (c) of this
> clause. A copy of the report required by subdivision (c)(2)(ii) of
> this clause will fulfill this requirement.
>
> \(iii\) Any list of the predecessor Contractor\'s employees which had
> been furnished to the Contractor as prescribed by paragraph (n) of
> this clause.
>
> \(2\) The Contractor shall also make available a copy of this contract
> for inspection or transcription by authorized representatives of the
> Wage and Hour Division.
>
> \(3\) Failure to make and maintain or to make available these records
> for inspection and transcription shall be a violation of the
> regulations and this contract, and in the case of failure to produce
> these records, the Contracting Officer, upon direction of the
> Department of Labor and notification to the Contractor, shall take
> action to cause suspension of any further payment or advance of funds
> until the violation ceases.
>
> \(4\) The Contractor shall permit authorized representatives of the
> Wage and Hour Division to conduct interviews with employees at the
> worksite during normal working hours.
>
> \(j\) *Pay periods*. The Contractor shall unconditionally pay to each
> employee subject to the Act all wages due free and clear and without
> subsequent deduction (except as otherwise provided by law or
> regulations, 29 CFR Part 4), rebate, or kickback on any account. These
> payments shall be made no later than one pay period following the end
> of the regular pay period in which the wages were earned or accrued. A
> pay period under this Act may not be of any duration longer than
> semi-monthly.
>
> \(k\) *Withholding of payments and termination of contract.* The
> Contracting Officer shall withhold or cause to be withheld from the
> Government Prime Contractor under this or any other Government
> contract with the Prime Contractor such sums as an appropriate
> official of the Department of Labor requests or such sums as the
> Contracting Officer decides may be necessary to pay underpaid
> employees employed by the Contractor or subcontractor. In the event of
> failure to pay any employees subject to the Act all or part of the
> wages or fringe benefits due under the Act, the Contracting Officer
> may, after authorization or by direction of the Department of Labor
> and written notification to the Contractor, take action to cause
> suspension of any further payment or advance of funds until such
> violations have ceased. Additionally, any failure to comply with the
> requirements of this clause may be grounds for termination of the
> right to proceed with the contract work. In such event, the Government
> may enter into other contracts or arrangements for completion of the
> work, charging the Contractor in default with any additional cost.
>
> \(l\) *Subcontracts.* The Contractor agrees to insert this clause in
> all subcontracts subject to the Act.
>
> \(m\) *Collective bargaining agreements applicable to service
> employees*. If wages to be paid or fringe benefits to be furnished any
> service employees employed by the Government Prime Contractor or any
> subcontractor under the contract are provided for in a collective
> bargaining agreement which is or will be effective during any period
> in which the contract is being performed, the Government Prime
> Contractor shall report such fact to the Contracting Officer, together
> with full information as to the application and accrual of such wages
> and fringe benefits, including any prospective increases, to service
> employees engaged in work on the contract, and a copy of the
> collective bargaining agreement. Such report shall be made upon
> commencing performance of the contract, in the case of collective
> bargaining agreements effective at such time, and in the case of such
> agreements or provisions or amendments thereof effective at a later
> time during the period of contract performance such agreements shall
> be reported promptly after negotiation thereof.
>
> \(n\) *Seniority list*. Not less than 10 days prior to completion of
> any contract being performed at a Federal facility where service
> employees may be retained in the performance of the succeeding
> contract and subject to a wage determination which contains vacation
> or other benefit provisions based upon length of service with a
> Contractor (predecessor) or successor (29 CFR 4.173), the incumbent
> Prime Contractor shall furnish the Contracting Officer a certified
> list of the names of all service employees on the Contractor\'s or
> subcontractor\'s payroll during the last month of contract
> performance. Such list shall also contain anniversary dates of
> employment on the contract either with the current or predecessor
> Contractors of each such service employee. The Contracting Officer
> shall turn over such list to the successor Contractor at the
> commencement of the succeeding contract.
>
> \(o\) *Rulings and interpretations*. Rulings and interpretations of
> the Act are contained in Regulations, 29 CFR Part 4.
>
> \(p\) Contractor\'s certification.
>
> \(1\) By entering into this contract, the Contractor (and officials
> thereof) certifies that neither it (nor he or she) nor any person or
> firm who has a substantial interest in the Contractor\'s firm is a
> person or firm ineligible to be awarded Government contracts by virtue
> of the sanctions imposed under section 5 of the Act.
>
> \(2\) No part of this contract shall be subcontracted to any person or
> firm ineligible for award of a Government contract under section 5 of
> the Act.
>
> \(3\) The penalty for making false statements is prescribed in the
> U.S. Criminal Code, 18 U.S.C. 1001.
>
> \(q\) *Variations, tolerances, and exemptions involving employment*.
> Notwithstanding any of the provisions in paragraphs (b) through (o) of
> this clause, the following employees may be employed in accordance
> with the following variations, tolerances, and exemptions, which the
> Secretary of Labor, pursuant to section 4(b) of the Act prior to its
> amendment by Pub. L. 92-473, found to be necessary and proper in the
> public interest or to avoid serious impairment of the conduct of
> Government business:
>
> \(1\) Apprentices, student-learners, and workers whose earning
> capacity is impaired by age, physical or mental deficiency, or injury
> may be employed at wages lower than the minimum wages otherwise
> required by section 2(a)(1) or 2(b)(1) of the Act without diminishing
> any fringe benefits or cash payments in lieu thereof required under
> section 2(a)(2) of the Act, in accordance with the conditions and
> procedures prescribed for the employment of apprentices,
> student-learners, handicapped persons, and handicapped clients of
> sheltered workshops under section 14 of the Fair Labor Standards Act
> of 1938, in the regulations issued by the Administrator (29 CFR Parts
> 520, 521, 524, and 525).
>
> \(2\) The Administrator will issue certificates under the Act for the
> employment of apprentices, student-learners, handicapped persons, or
> handicapped clients of sheltered workshops not subject to the Fair
> Labor Standards Act of 1938, or subject to different minimum rates of
> pay under the two acts, authorizing appropriate rates of minimum wages
> (but without changing requirements concerning fringe benefits or
> supplementary cash payments in lieu thereof), applying procedures
> prescribed by the applicable regulations issued under the Fair Labor
> Standards Act of 1938 (29 CFR Parts 520, 521, 524, and 525).
>
> \(3\) The Administrator will also withdraw, annul, or cancel such
> certificates in accordance with the regulations in 29 CFR Parts 525
> and 528.
>
> \(r\) *Apprentices*. Apprentices will be permitted to work at less
> than the predetermined rate for the work they perform when they are
> employed and individually registered in a bona fide apprenticeship
> program registered with a State Apprenticeship Agency which is
> recognized by the U.S. Department of Labor, or if no such recognized
> agency exists in a State, under a program registered with the Office
> of Apprenticeship Training, Employer, and Labor Services (OATELS),
> U.S. Department of Labor. Any employee who is not registered as an
> apprentice in an approved program shall be paid the wage rate and
> fringe benefits contained in the applicable wage determination for the
> journeyman classification of work actually performed. The wage rates
> paid apprentices shall not be less than the wage rate for their level
> of progress set forth in the registered program, expressed as the
> appropriate percentage of the journeyman\'s rate contained in the
> applicable wage determination. The allowable ratio of apprentices to
> journeymen employed on the contract work in any craft classification
> shall not be greater than the ratio permitted to the Contractor as to
> his entire work force under the registered program.
>
> \(s\) *Tips*. An employee engaged in an occupation in which the
> employee customarily and regularly receives more than \$30 a month in
> tips may have the amount of these tips credited by the employer
> against the minimum wage required by section 2(a)(1) or section
> 2(b)(1) of the Act, in accordance with section 3(m) of the Fair Labor
> Standards Act and Regulations, 29 CFR Part 531. However, the amount of
> credit shall not exceed \$1.34 per hour beginning January 1, 1981. To
> use this provision -
>
> \(1\) The employer must inform tipped employees about this tip credit
> allowance before the credit is utilized;
>
> \(2\) The employees must be allowed to retain all tips (individually
> or through a pooling arrangement and regardless of whether the
> employer elects to take a credit for tips received);
>
> \(3\) The employer must be able to show by records that the employee
> receives at least the applicable Service Contract Act minimum wage
> through the combination of direct wages and tip credit; and
>
> \(4\) The use of such tip credit must have been permitted under any
> predecessor collective bargaining agreement applicable by virtue of
> section 4(c) of the Act.
>
> \(t\) Disputes concerning labor standards. The U.S. Department of
> Labor has set forth in 29 CFR Parts 4, 6, and 8 procedures for
> resolving disputes concerning labor standards requirements. Such
> disputes shall be resolved in accordance with those procedures and not
> the Disputes clause of this contract. Disputes within the meaning of
> this clause include disputes between the Contractor (or any of its
> subcontractors) and the contracting agency, the U.S. Department of
> Labor, or the employees or their representatives.

29. []{#__RefHeading___Toc129419709 .anchor}**52.222-42 Statement of
    Equivalent Rates for Federal Hires (MAY 1989)**

> In compliance with the Service Contract Act of 1965, as amended, and
> the regulations of the Secretary of Labor (29 CFR Part 4), this clause
> identifies the classes of service employees expected to be employed
> under the contract and states the wages and fringe benefits payable to
> each if they were employed by the contracting agency subject to the
> provisions of 5 U.S.C. 5341 or 5332.
>
> *This Statement is for Information Only:*
>
> *It is not a Wage Determination*
>
> **Employee Class Monetary Wage - Fringe Benefits**
>
> \[ \] \[ \]

30. []{#__RefHeading___Toc129419710 .anchor}**52.222-43 Fair Labor
    Standards Act and Service Contract Act - Price Adjustment (Multiple
    Year and Option Contracts) (MAY 1989)**

> \(a\) This clause applies to both contracts subject to area prevailing
> wage determinations and contracts subject to collective bargaining
> agreements.
>
> \(b\) The Contractor warrants that the prices in this contract do not
> include any allowance for any contingency to cover increased costs for
> which adjustment is provided under this clause.
>
> \(c\) The wage determination, issued under the Service Contract Act of
> 1965, as amended, (41 U.S.C. 351, *et seq*.), by the Administrator,
> Wage and Hour Division, Employment Standards Administration, U.S.
> Department of Labor, current on the anniversary date of a multiple
> year contract or the beginning of each renewal option period, shall
> apply to this contract. If no such determination has been made
> applicable to this contract, then the Federal minimum wage as
> established by section 6(a)(1) of the Fair Labor Standards Act of
> 1938, as amended, (29 U.S.C. 206) current on the anniversary date of a
> multiple year contract or the beginning of each renewal option period,
> shall apply to this contract.
>
> \(d\) The contract price or contract unit price labor rates will be
> adjusted to reflect the Contractor\'s actual increase or decrease in
> applicable wages and fringe benefits to the extent that the increase
> is made to comply with or the decrease is voluntarily made by the
> Contractor as a result of:
>
> \(1\) The Department of Labor wage determination applicable on the
> anniversary date of the multiple year contract, or at the beginning of
> the renewal option period. For example, the prior year wage
> determination required a minimum wage rate of \$4.00 per hour. The
> Contractor chose to pay \$4.10. The new wage determination increases
> the minimum rate to \$4.50 per hour. Even if the Contractor
> voluntarily increases the rate to \$4.75 per hour, the allowable price
> adjustment is \$.40 per hour;
>
> \(2\) An increased or decreased wage determination otherwise applied
> to the contract by operation of law; or
>
> \(3\) An amendment to the Fair Labor Standards Act of 1938 that is
> enacted after award of this contract, affects the minimum wage, and
> becomes applicable to this contract under law.
>
> \(e\) Any adjustment will be limited to increases or decreases in
> wages and fringe benefits as described in paragraph (c) of this
> clause, and the accompanying increases or decreases in social security
> and unemployment taxes and workers\' compensation insurance, but shall
> not otherwise include any amount for general and administrative costs,
> overhead, or profit.
>
> \(f\) The Contractor shall notify the Contracting Officer of any
> increase claimed under this clause within 30 days after receiving a
> new wage determination unless this notification period is extended in
> writing by the Contracting Officer. The Contractor shall promptly
> notify the Contracting Officer of any decrease under this clause, but
> nothing in the clause shall preclude the Government from asserting a
> claim within the period permitted by law. The notice shall contain a
> statement of the amount claimed and any relevant supporting data,
> including payroll records, that the Contracting Officer may reasonably
> require. Upon agreement of the parties, the contract price or contract
> unit price labor rates shall be modified in writing. The Contractor
> shall continue performance pending agreement on or determination of
> any such adjustment and its effective date.
>
> \(g\) The Contracting Officer or an authorized representative shall
> have access to and the right to examine any directly pertinent books,
> documents, papers and records of the Contractor until the expiration
> of 3 years after final payment under the contract.

31. []{#__RefHeading___Toc129419711 .anchor}**52.223-5 Pollution
    Prevention and Right-to-Know Information (AUG 2003)**

> \(a\) Definitions. As used in this clause\--
>
> Priority chemical means a chemical identified by the Interagency
> Environmental Leadership Workgroup or, alternatively, by an agency
> pursuant to section 503 of Executive Order 13148 of April 21, 2000,
> Greening the Government through Leadership in Environmental
> Management.
>
> Toxic chemical means a chemical or chemical category listed in 40 CFR
> 372.65.
>
> \(b\) Executive Order 13148 requires Federal facilities to comply with
> the provisions of the Emergency Planning and Community Right-to-Know
> Act of 1986 (EPCRA) (42 U.S.C. 11001-11050) and the Pollution
> Prevention Act of 1990 (PPA) (42 U.S.C. 13101-13109).
>
> \(c\) The Contractor shall provide all information needed by the
> Federal facility to comply with the following:
>
> \(1\) The emergency planning reporting requirements of section 302 of
> EPCRA.
>
> \(2\) The emergency notice requirements of section 304 of EPCRA.
>
> \(3\) The list of Material Safety Data Sheets, required by section 311
> of EPCRA.
>
> \(4\) The emergency and hazardous chemical inventory forms of section
> 312 of EPCRA.
>
> \(5\) The toxic chemical release inventory of section 313 of EPCRA,
> which includes the reduction and recycling information required by
> section 6607 of PPA.
>
> \(6\) The toxic chemical, priority chemical, and hazardous substance
> release and use reduction goals of sections 502 and 503 of Executive
> Order 13148.

32. []{#__RefHeading___Toc129419712 .anchor}**52.224-1 Privacy Act
    Notification (APR 1984)**

> The Contractor will be required to design, develop, or operate a
> system of records on individuals, to accomplish an agency function
> subject to the Privacy Act of 1974, Public Law 93-579, December 31,
> 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation of
> the Act may involve the imposition of criminal penalties.

33. []{#__RefHeading___Toc129419713 .anchor}**52.224-2 Privacy Act (APR
    1984)**

> \(a\) The Contractor agrees to -
>
> \(1\) Comply with the Privacy Act of 1974 (the Act) and the agency
> rules and regulations issued under the Act in the design, development,
> or operation of any system of records on individuals to accomplish an
> agency function when the contract specifically identifies -
>
> \(i\) The systems of records; and
>
> \(ii\) The design, development, or operation work that the contractor
> is to perform;
>
> \(2\) Include the Privacy Act notification contained in this contract
> in every solicitation and resulting subcontract and in every
> subcontract awarded without a solicitation, when the work statement in
> the proposed subcontract requires the redesign, development, or
> operation of a system of records on individuals that is subject to the
> Act; and
>
> \(3\) Include this clause, including this subparagraph (3), in all
> subcontracts awarded under this contract which requires the design,
> development, or operation of such a system of records.
>
> \(b\) In the event of violations of the Act, a civil action may be
> brought against the agency involved when the violation concerns the
> design, development, or operation of a system of records on
> individuals to accomplish an agency function, and criminal penalties
> may be imposed upon the officers or employees of the agency when the
> violation concerns the operation of a system of records on individuals
> to accomplish an agency function. For purposes of the Act, when the
> contract is for the operation of a system of records on individuals to
> accomplish an agency function, the Contractor is considered to be an
> employee of the agency.
>
> \(c\) (1) "Operation of a system of records," as used in this clause,
> means performance of any of the activities associated with maintaining
> the system of records, including the collection, use, and
> dissemination of records.
>
> \(2\) "Record," as used in this clause, means any item, collection, or
> grouping of information about an individual that is maintained by an
> agency, including, but not limited to, education, financial
> transactions, medical history, and criminal or employment history and
> that contains the person\'s name, or the identifying number, symbol,
> or other identifying particular assigned to the individual, such as a
> fingerprint or voiceprint or a photograph.
>
> \(3\) "System of records on individuals," as used in this clause,
> means a group of any records under the control of any agency from
> which information is retrieved by the name of the individual or by
> some identifying number, symbol, or other identifying particular
> assigned to the individual.

34. []{#__RefHeading___Toc129419714 .anchor}**52.225-1 Buy American
    Act - Supplies (JUN 2003)**

> \(a\) *Definitions*. As used in this clause -
>
> "Component" means an article, material, or supply incorporated
> directly into an end product.
>
> "Cost of components" means --
>
> \(1\) For components purchased by the Contractor, the acquisition
> cost, including transportation costs to the place of incorporation
> into the end product (whether or not such costs are paid to a domestic
> firm), and any applicable duty (whether or not a duty-free entry
> certificate is issued); or
>
> \(2\) For components manufactured by the Contractor, all costs
> associated with the manufacture of the component, including
> transportation costs as described in paragraph (1) of this definition,
> plus allocable overhead costs, but excluding profit. Cost of
> components does not include any costs associated with the manufacture
> of the end product.
>
> "Domestic end product" means --
>
> \(1\) An unmanufactured end product mined or produced in the United
> States; or
>
> \(2\) An end product manufactured in the United States, if the cost of
> its components mined, produced, or manufactured in the United States
> exceeds 50 percent of the cost of all its components. Components of
> foreign origin of the same class or kind as those that the agency
> determines are not mined, produced, or manufactured in sufficient and
> reasonably available commercial quantities of a satisfactory quality
> are treated as domestic. Scrap generated, collected, and prepared for
> processing in the United States is considered domestic.
>
> "End product" means those articles, materials, and supplies to be
> acquired under the contract for public use.
>
> "Foreign end product" means an end product other than a domestic end
> product.
>
> "United States" means the 50 States, the District of Columbia, and
> outlying areas.
>
> \(b\) The Buy American Act (41 U.S.C. 10a-10d) provides a preference
> for domestic end products for supplies acquired for use in the United
> States.
>
> \(c\) Offerors may obtain from the Contracting Officer a list of
> foreign articles that the Contracting Officer will treat as domestic
> for this contract.
>
> \(d\) The Contractor shall deliver only domestic end products except
> to the extent that it specified delivery of foreign end products in
> the provision of the solicitation entitled "Buy American Act -
> Certificate."

35. []{#__RefHeading___Toc129419715 .anchor}**52.225-13 Restrictions on
    Certain Foreign Purchases (MAR 2005)**

> \(a\) Except as authorized by the Office of Foreign Assets Control
> (OFAC) in the Department of the Treasury, the Contractor shall not
> acquire, for use in the performance of this contract, any supplies or
> services if any proclamation, Executive order, or statute administered
> by OFAC, or if OFAC\'s implementing regulations at 31 CFR chapter V,
> would prohibit such a transaction by a person subject to the
> jurisdiction of the United States.
>
> \(b\) Except as authorized by OFAC, most transactions involving Cuba,
> Iran, Libya, and Sudan are prohibited, as are most imports from North
> Korea, into the United States or its outlying areas. Lists of entities
> and individuals subject to economic sanctions are included in OFAC\'s
> List of Specially Designated Nationals and Blocked Persons at
> http://epls.arnet.gov/News.html. More information about these
> restrictions, as well as updates, is available in the OFAC\'s
> regulations at 31 CFR chapter V and/or on OFAC\'s Web site at
> <http://www.treas.gov/ofac>.
>
> \(c\) The Contractor shall insert this clause, including this
> paragraph (c), in all subcontracts.

36. []{#__RefHeading___Toc129419716 .anchor}**52.227-2 Notice and
    Assistance Regarding Patent and Copyright Infringement(AUG 1996)**

> \(a\) The Contractor shall report to the Contracting Officer, promptly
> and in reasonable written detail, each notice or claim of patent or
> copyright infringement based on the performance of this contract of
> which the Contractor has knowledge.
>
> \(b\) In the event of any claim or suit against the Government on
> account of any alleged patent or copyright infringement arising out of
> the performance of this contract or out of the use of any supplies
> furnished or work or services performed under this contract, the
> Contractor shall furnish to the Government, when requested by the
> Contracting Officer, all evidence and information in possession of the
> Contractor pertaining to such suit or claim. Such evidence and
> information shall be furnished at the expense of the Government except
> where the Contractor has agreed to indemnify the Government.
>
> \(c\) The Contractor agrees to include, and require inclusion of, this
> clause in all subcontracts at any tier for supplies or services
> (including construction and architect-engineer subcontracts and those
> for material, supplies, models, samples, or design or testing
> services) expected to exceed the simplified acquisition threshold at
> FAR 2.101.

37. []{#__RefHeading___Toc129419717 .anchor}**52.227-3 Patent Indemnity
    (APR 1984)**

> \(a\) The Contractor shall indemnify the Government and its officers,
> agents, and employees against liability, including costs, for
> infringement of any United States patent (except a patent issued upon
> an application that is now or may hereafter be withheld from issue
> pursuant to a Secrecy Order under 35 U.S.C. 181) arising out of the
> manufacture or delivery of supplies, the performance of services, or
> the construction, alteration, modification, or repair of real property
> (hereinafter referred to as "construction work") under this contract,
> or out of the use or disposal by or for the account of the Government
> of such supplies or construction work.
>
> \(b\) This indemnity shall not apply unless the Contractor shall have
> been informed as soon as practicable by the Government of the suit or
> action alleging such infringement and shall have been given such
> opportunity as is afforded by applicable laws, rules, or regulations
> to participate in its defense. Further, this indemnity shall not apply
> to -
>
> \(1\) An infringement resulting from compliance with specific written
> instructions of the Contracting Officer directing a change in the
> supplies to be delivered or in the materials or equipment to be used,
> or directing a manner of performance of the contract not normally used
> by the Contractor;
>
> \(2\) An infringement resulting from addition to or change in supplies
> or components furnished or construction work performed that was made
> subsequent to delivery or performance; or
>
> \(3\) A claimed infringement that is unreasonably settled without the
> consent of the Contractor, unless required by final decree of a court
> of competent jurisdiction.

38. []{#__RefHeading___Toc129419718 .anchor}**52.227-14** **Rights in
    Data---General (June1987) Alternates I, II, III, and V (June 1987)
    (as modified per DEAR 927.404 to substitute paragraph (a)
    definitions & (d)(3) relating to copyright)**

> \(a\) Definitions.
>
> \(1\) Computer data bases, as used in this clause, means a collection
> of data in a form capable of, and for the purpose of, being stored in,
> processed, and operated on by a computer. The term does not include
> computer software.
>
> \(2\) Computer software, as used in this clause, means (i) computer
> programs which are data comprising a series of instructions, rules,
> routines, or statements, regardless of the media in which recorded,
> that allow or cause a computer to perform a specific operation or
> series of operations and (ii) data comprising source code listings,
> design details, algorithms, processes, flow charts, formulae, and
> related material that would enable the computer program to be
> produced, created, or compiled. The term does not include computer
> data bases.
>
> \(3\) Data, as used in this clause, means recorded information,
> regardless of form or the media on which it may be recorded. The term
> includes technical data and computer software. For the purposes of
> this clause, the term does not include data incidental to the
> administration of this contract, such as financial, administrative,
> cost and pricing, or management information.
>
> \(4\) Form, fit, and function data, as used in this clause, means data
> relating to items, components, or processes that are sufficient to
> enable physical and functional interchangeability, as well as data
> identifying source, size, configuration, mating, and attachment
> characteristics, functional characteristics, and performance
> requirements; except that for computer software it means data
> identifying source, functional characteristics, and performance
> requirements but specifically excludes the source code, algorithm,
> process, formulae, and flow charts of the software.
>
> \(5\) Limited rights data, as used in this clause, means data, other
> than computer software, developed at private expense that embody trade
> secrets or are commercial or financial and confidential or privileged.
> The Government\'s rights to use, duplicate, or disclose limited rights
> data are as set forth in the Limited Rights Notice of subparagraph
> (g)(2) of this section if included in this clause.
>
> \(6\) Restricted computer software, as used in this clause, means
> computer software developed at private expense and that is a trade
> secret; is commercial or financial and is confidential or privileged;
> or is published copyrighted computer software, including minor
> modifications of any such computer software. The Government\'s rights
> to use, duplicate, or disclose restricted computer software are as set
> forth in the Restricted Rights Notice of subparagraph (g)(3) of this
> section if included in this clause.
>
> \(7\) Technical data, as used in this clause, means recorded data,
> regardless of form or characteristic, that are of a scientific or
> technical nature. Technical data does not include computer software,
> but does include manuals and instructional materials and technical
> data formatted as a computer data base.
>
> \(8\) Unlimited rights, as used in this clause, means the rights of
> the Government to use, disclose, reproduce, prepare derivative works,
> distribute copies to the public, including by electronic means, and
> perform publicly and display publicly, in any manner, including by
> electronic means, and for any purpose whatsoever, and to have or
> permit others to do so.
>
> \(b\) Allocation of rights.
>
> \(1\) Except as provided in paragraph (c) of this clause regarding
> copyright, the Government shall have unlimited rights in---
>
> \(i\) Data first produced in the performance of this contract;
>
> \(ii\) Form, fit, and function data delivered under this contract;
>
> \(iii\) Data delivered under this contract (except for restricted
> computer software) that constitute manuals or instructional and
> training material for installation, operation, or routine maintenance
> and repair of items, components, or processes delivered or furnished
> for use under this contract; and
>
> \(iv\) All other data delivered under this contract unless provided
> otherwise for limited rights data or restricted computer software in
> accordance with paragraph (g) of this clause.
>
> \(2\) The Contractor shall have the right to---
>
> \(i\) Use, release to others, reproduce, distribute, or publish any
> data first produced or specifically used by the Contractor in the
> performance of this contract, unless provided otherwise in paragraph
> (d) of this clause;
>
> \(ii\) Protect from unauthorized disclosure and use those data which
> are limited rights data or restricted computer software to the extent
> provided in paragraph (g) of this clause;
>
> \(iii\) Substantiate use of, add or correct limited rights, restricted
> rights, or copyright notices and to take other appropriate action, in
> accordance with paragraphs (e) and (f) of this clause; and
>
> \(iv\) Establish claim to copyright subsisting in data first produced
> in the performance of this contract to the extent provided in
> paragraph (c)(1) of this clause.
>
> \(c\) Copyright---
>
> \(1\) Data first produced in the performance of this contract. Unless
> provided otherwise in paragraph (d) of this clause, the Contractor may
> establish, without prior approval of the Contracting Officer, claim to
> copyright subsisting in scientific and technical articles based on or
> containing data first produced in the performance of this contract and
> published in academic, technical or professional journals, symposia
> proceedings or similar works. The prior, express written permission of
> the Contracting Officer is required to establish claim to copyright
> subsisting in all other data first produced in the performance of this
> contract. When claim to copyright is made, the Contractor shall affix
> the applicable copyright notices of 17 U.S.C. 401 or 402 and
> acknowledgment of Government sponsorship (including contract number)
> to the data when such data are delivered to the Government, as well as
> when the data are published or deposited for registration as a
> published work in the U.S. Copyright Office. For data other than
> computer software the Contractor grants to the Government, and others
> acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide
> license in such copyrighted data to reproduce, prepare derivative
> works, distribute copies to the public, and perform publicly and
> display publicly, by or on behalf of the Government. For computer
> software, the Contractor grants to the Government and others acting in
> its behalf, a paid-up nonexclusive, irrevocable worldwide license in
> such copyrighted computer software to reproduce, prepare derivative
> works, and perform publicly and display publicly by or on behalf of
> the Government.
>
> \(2\) Data not first produced in the performance of this contract. The
> Contractor shall not, without prior written permission of the
> Contracting Officer, incorporate in data delivered under this contract
> any data not first produced in the performance of this contract and
> which contains the copyright notice of 17 U.S.C. 401 or 402, unless
> the Contractor identifies such data and grants to the Government, or
> acquires on its behalf, a license of the same scope as set forth in
> paragraph (c)(1) of this clause; provided, however, that if such data
> are computer software the Government shall acquire a copyright license
> as set forth in paragraph (g)(3) of this clause if included in this
> contract or as otherwise may be provided in a collateral agreement
> incorporated in or made part of this contract.
>
> \(3\) Removal of copyright notices. The Government agrees not to
> remove any copyright notices placed on data pursuant to this paragraph
> (c), and to include such notices on all reproductions of the data.
>
> \(d\) Release, publication and use of data.
>
> \(1\) The Contractor shall have the right to use, release to others,
> reproduce, distribute, or publish any data first produced or
> specifically used by the Contractor in the performance of this
> contract, except to the extent such data may be subject to the Federal
> export control or national security laws or regulations, or unless
> otherwise provided in this paragraph of this clause or expressly set
> forth in this contract.
>
> \(2\) The Contractor agrees that to the extent it receives or is given
> access to data necessary for the performance of this contract which
> contain restrictive markings, the Contractor shall treat the data in
> accordance with such markings unless otherwise specifically authorized
> in writing by the Contracting Officer.
>
> \(3\) The Contractor agrees not to assert copyright in computer
> software first produced in the performance of this contract without
> prior written permission of the DOE Patent Counsel assisting the
> contracting activity. When such permission is granted, the Patent
> Counsel shall specify appropriate terms, conditions, and submission
> requirements to assure utilization, dissemination, and
> commercialization of the data. The Contractor, when requested, shall
> promptly deliver to Patent Counsel a duly executed and approved
> instrument fully confirmatory of all rights to which the Government is
> entitled.
>
> \(e\) Unauthorized marking of data.
>
> \(1\) Notwithstanding any other provisions of this contract concerning
> inspection or acceptance, if any data delivered under this contract
> are marked with the notices specified in paragraph (g)(2) or (g)(3) of
> this clause and use of such is not authorized by this clause, or if
> such data bears any other restrictive or limiting markings not
> authorized by this contract, the Contracting Officer may at any time
> either return the data to the Contractor, or cancel or ignore the
> markings. However, the following procedures shall apply prior to
> canceling or ignoring the markings.
>
> \(i\) The Contracting Officer shall make written inquiry to the
> Contractor affording the Contractor 30 days from receipt of the
> inquiry to provide written justification to substantiate the propriety
> of the markings;
>
> \(ii\) If the Contractor fails to respond or fails to provide written
> justification to substantiate the propriety of the markings within the
> 30-day period (or a longer time not exceeding 90 days approved in
> writing by the Contracting Officer for good cause shown), the
> Government shall have the right to cancel or ignore the markings at
> any time after said period and the data will no longer be made subject
> to any disclosure prohibitions.
>
> \(iii\) If the Contractor provides written justification to
> substantiate the propriety of the markings within the period set in
> subdivision (e)(1)(i) of this clause, the Contracting Officer shall
> consider such written justification and determine whether or not the
> markings are to be cancelled or ignored. If the Contracting Officer
> determines that the markings are authorized, the Contractor shall be
> so notified in writing. If the Contracting Officer determines, with
> concurrence of the head of the contracting activity, that the markings
> are not authorized, the Contracting Officer shall furnish the
> Contractor a written determination, which determination shall become
> the final agency decision regarding the appropriateness of the
> markings unless the Contractor files suit in a court of competent
> jurisdiction within 90 days of receipt of the Contracting Officer's
> decision. The Government shall continue to abide by the markings under
> this subdivision (e)(1)(iii) until final resolution of the matter
> either by the Contracting Officer's determination becoming final (in
> which instance the Government shall thereafter have the right to
> cancel or ignore the markings at any time and the data will no longer
> be made subject to any disclosure prohibitions), or by final
> disposition of the matter by court decision if suit is filed.
>
> \(2\) The time limits in the procedures set forth in paragraph (e)(1)
> of this clause may be modified in accordance with agency regulations
> implementing the Freedom of Information Act (5 U.S.C. 552) if
> necessary to respond to a request thereunder.
>
> \(3\) This paragraph (e) does not apply if this contract is for a
> major system or for support of a major system by a civilian agency
> other than NASA and the U.S. Coast Guard agency subject to the
> provisions of Title III of the Federal Property and Administrative
> Services Act of 1949.
>
> \(4\) Except to the extent the Government's action occurs as the
> result of final disposition of the matter by a court of competent
> jurisdiction, the Contractor is not precluded by this paragraph (e)
> from bringing a claim under the Contract Disputes Act, including
> pursuant to the Disputes clause of this contract, as applicable, that
> may arise as the result of the Government removing or ignoring
> authorized markings on data delivered under this contract.
>
> \(f\) Omitted or incorrect markings.
>
> \(1\) Data delivered to the Government without either the limited
> rights or restricted rights notice as authorized by paragraph (g) of
> this clause, or the copyright notice required by paragraph (c) of this
> clause, shall be deemed to have been furnished with unlimited rights,
> and the Government assumes no liability for the disclosure, use, or
> reproduction of such data. However, to the extent the data has not
> been disclosed without restriction outside the Government, the
> Contractor may request, within 6 months (or a longer time approved by
> the Contracting Officer for good cause shown) after delivery of such
> data, permission to have notices placed on qualifying data at the
> Contractor's expense, and the Contracting Officer may agree to do so
> if the Contractor---
>
> \(i\) Identifies the data to which the omitted notice is to be
> applied;
>
> \(ii\) Demonstrates that the omission of the notice was inadvertent;
>
> \(iii\) Establishes that the use of the proposed notice is authorized;
> and
>
> \(iv\) Acknowledges that the Government has no liability with respect
> to the disclosure, use, or reproduction of any such data made prior to
> the addition of the notice or resulting from the omission of the
> notice.
>
> \(2\) The Contracting Officer may also (i) permit correction at the
> Contractor's expense of incorrect notices if the Contractor identifies
> the data on which correction of the notice is to be made, and
> demonstrates that the correct notice is authorized, or (ii) correct
> any incorrect notices.
>
> \(g\) Protection of limited rights data and restricted computer
> software.
>
> \(1\) When data other than that listed in subdivisions (b)(1)(i),
> (ii), and (iii) of this clause are specified to be delivered under
> this contract and qualify as either limited rights data or restricted
> computer software, if the Contractor desires to continue protection of
> such data, the Contractor shall withhold such data and not furnish
> them to the Government under this contract. As a condition to this
> withholding, the Contractor shall identify the data being withheld and
> furnish form, fit, and function data in lieu thereof. Limited rights
> data that are formatted as a computer data base for delivery to the
> Government are to be treated as limited rights data and not restricted
> computer software.
>
> \(2\) Notwithstanding paragraph (g)(1) of this clause, the contract
> may identify and specify the delivery of limited rights data, or the
> Contracting Officer may require by written request the delivery of
> limited rights data that has been withheld or would otherwise be
> withholdable. If delivery of such data is so required, the Contractor
> may affix the following "Limited Rights Notice" to the data and the
> Government will thereafter treat the data, subject to the provisions
> of paragraphs (e) and (f) of this clause, in accordance with such
> Notice:
>
> Limited Rights Notice (June 1987)
>
> \(a\) These data are submitted with limited rights under Government
> Contract No. \_\_\_\_\_ (and subcontract \_\_\_\_\_\_, if
> appropriate). These data may be reproduced and used by the Government
> with the express limitation that they will not, without written
> permission of the Contractor, be used for purposes of manufacture nor
> disclosed outside the Government; except that the Government may
> disclose these data outside the Government for the following purposes,
> if any; provided that the Government makes such disclosure subject to
> prohibition against further use and disclosure: \[Agencies may list
> additional purposes as set forth in 27.404(d)(1) or if none, so
> state.\]
>
> \(b\) This Notice shall be marked on any reproduction of these data,
> in whole or in part.
>
> (End of notice)
>
> \(3\) (i) Notwithstanding paragraph (g)(1) of this clause, the
> contract may identify and specify the delivery of restricted computer
> software, or the Contracting Officer may require by written request
> the delivery of restricted computer software that has been withheld or
> would otherwise be withholdable. If delivery of such computer software
> is so required, the Contractor may affix the following "Restricted
> Rights Notice" to the computer software and the Government will
> thereafter treat the computer software, subject to paragraphs (e) and
> (f) of this clause, in accordance with the Notice:
>
> Restricted Rights Notice (June 1987)
>
> \(a\) This computer software is submitted with restricted rights under
> Government Contract No. \_\_\_\_\_\_\_ (and subcontract
> \_\_\_\_\_\_\_\_, if appropriate). It may not be used, reproduced, or
> disclosed by the Government except as provided in paragraph (b) of
> this Notice or as otherwise expressly stated in the contract.
>
> \(b\) This computer software may be---
>
> \(1\) Used or copied for use in or with the computer or computers for
> which it was acquired, including use at any Government installation to
> which such computer or computers may be transferred;
>
> \(2\) Used or copied for use in a backup computer if any computer for
> which it was acquired is inoperative;
>
> \(3\) Reproduced for safekeeping (archives) or backup purposes;
>
> \(4\) Modified, adapted, or combined with other computer software,
> provided that the modified, combined, or adapted portions of the
> derivative software incorporating restricted computer software are
> made subject to the same restricted rights;
>
> \(5\) Disclosed to and reproduced for use by support service
> Contractors in accordance with paragraphs (b)(1) through (4) of this
> clause, provided the Government makes such disclosure or reproduction
> subject to these restricted rights; and
>
> \(6\) Used or copied for use in or transferred to a replacement
> computer.
>
> \(c\) Notwithstanding the foregoing, if this computer software is
> published copyrighted computer software, it is licensed to the
> Government, without disclosure prohibitions, with the minimum rights
> set forth in paragraph (b) of this clause.
>
> \(d\) Any other rights or limitations regarding the use, duplication,
> or disclosure of this computer software are to be expressly stated in,
> or incorporated in, the contract.
>
> \(e\) This Notice shall be marked on any reproduction of this computer
> software, in whole or in part.
>
> (End of notice)
>
> \(ii\) Where it is impractical to include the Restricted Rights Notice
> on restricted computer software, the following short-form Notice may
> be used in lieu thereof:
>
> Restricted Rights Notice Short Form (June1987)
>
> Use, reproduction, or disclosure is subject to restrictions set forth
> in Contract No. \_\_\_\_\_\_\_ (and subcontract, if appropriate) with
> \_\_\_\_\_\_\_\_ (name of Contractor and subcontractor).
>
> (End of notice)
>
> \(iii\) If restricted computer software is delivered with the
> copyright notice of 17 U.S.C. 401, it will be presumed to be published
> copyrighted computer software licensed to the Government without
> disclosure prohibitions, with the minimum rights set forth in
> paragraph (b) of this clause, unless the Contractor includes the
> following statement with such copyright notice: "Unpublished---rights
> reserved under the Copyright Laws of the United States."
>
> \(h\) Subcontracting. The Contractor has the responsibility to obtain
> from its subcontractors all data and rights therein necessary to
> fulfill the Contractor's obligations to the Government under this
> contract. If a subcontractor refuses to accept terms affording the
> Government such rights, the Contractor shall promptly bring such
> refusal to the attention of the Contracting Officer and not proceed
> with subcontract award without further authorization.
>
> \(i\) Relationship to patents. Nothing contained in this clause shall
> imply a license to the Government under any patent or be construed as
> affecting the scope of any license or other right otherwise granted to
> the Government.
>
> \(j\) The Contractor agrees, except as may be otherwise specified in
> this contract for specific data items listed as not subject to this
> paragraph, that the Contracting Officer or an authorized
> representative may, up to three years after acceptance of all items to
> be delivered under this contract, inspect at the Contractor's facility
> any data withheld pursuant to paragraph (g)(1) of this clause, for
> purposes of verifying the Contractor's assertion pertaining to the
> limited rights or restricted rights status of the data or for
> evaluating work performance. Where the Contractor whose data are to be
> inspected demonstrates to the Contracting Officer that there would be
> a possible conflict of interest if the inspection were made by a
> particular representative, the Contracting Officer shall designate an
> alternate inspector.

39. []{#__RefHeading___Toc129419719 .anchor}**52.227-23 Rights to
    Proposal Data (Technical) (JUN 1987)**

Except for data contained on pages \[ \], it is agreed that as a
condition of award of this contract, and notwithstanding the conditions
of any notice appearing thereon, the Government shall have unlimited
rights (as defined in the "Rights in Data - General" clause contained in
this contract) in and to the technical data contained in the proposal
dated \[ \], upon which this contract is based.

40. []{#__RefHeading___Toc129419720 .anchor}**52.232-7 Payments under
    Time-and-Materials and Labor-Hour Contracts (AUG 2005)**

> The Government will pay the Contractor as follows upon the submission
> of invoices or vouchers approved by the Contracting Officer:
>
> \(a\) *Hourly rate*.
>
> \(1\) The amounts shall be computed by multiplying the appropriate
> hourly rates prescribed in the Schedule by the number of direct labor
> hours performed. The rates shall include wages, indirect costs,
> general and administrative expense, and profit. Fractional parts of an
> hour shall be payable on a prorated basis. Vouchers may be submitted
> once each month (or at more frequent intervals, if approved by the
> Contracting Officer), to the Contracting Officer or designee. The
> Contractor shall substantiate vouchers by evidence of actual payment
> and by individual daily job timecards, or other substantiation
> approved by the Contracting Officer. Promptly after receipt of each
> substantiated voucher, the Government shall, except as otherwise
> provided in this contract, and subject to the terms of (e) of this
> section, pay the voucher as approved by the Contracting Officer.
>
> \(2\) Unless otherwise prescribed in the Schedule, the Contracting
> Officer may unilaterally issue a contract modification requiring the
> Contractor to withhold amounts from its billings until a reserve is
> set aside in an amount that the Contracting Officer considers
> necessary to protect the Government\'s interests. The Contracting
> Officer may require a withhold of 5 percent of the amounts due under
> paragraph (a), but the total amount withheld for the contract shall
> not exceed \$50,000. The amounts withheld shall be retained until the
> Contractor executes and delivers the release required by paragraph (f)
> of this clause.
>
> \(3\) Unless the Schedule prescribes otherwise, the hourly rates in
> the Schedule shall not be varied by virtue of the Contractor having
> performed work on an overtime basis. If no overtime rates are provided
> in the Schedule and overtime work is approved in advance by the
> Contracting Officer, overtime rates shall be negotiated. Failure to
> agree upon these overtime rates shall be treated as a dispute under
> the Disputes clause of this contract. If the Schedule provides rates
> for overtime, the premium portion of those rates will be reimbursable
> only to the extent the overtime is approved by the Contracting
> Officer.
>
> \(b\) *Materials and subcontracts*.
>
> \(1\) The Contracting Officer will determine allowable costs of direct
> materials in accordance with Subpart 31.2 of the Federal Acquisition
> Regulation (FAR) in effect on the date of this contract. Direct
> materials, as used in this clause, are those materials that enter
> directly into the end product, or that are used or consumed directly
> in connection with the furnishing of the end product.
>
> \(2\) The Contractor may include reasonable and allocable material
> handling costs in the charge for material to the extent they are
> clearly excluded from the hourly rate. Material handling costs are
> comprised of indirect costs, including, when appropriate, general and
> administrative expense allocated to direct materials in accordance
> with the Contractor\'s usual accounting practices consistent with
> Subpart 31.2 of the FAR.
>
> \(3\) The Government will reimburse the Contractor for supplies and
> services purchased directly for the contract when the Contractor\--
>
> \(i\) Has made payments of cash, checks, or other forms of payment for
> these purchased supplies or services; or
>
> \(ii\) Will make these payments determined due\--
>
> \(A\) In accordance with the terms and conditions of a subcontract or
> invoice; and
>
> \(B\) Ordinarily within 30 days of the submission of the Contractor\'s
> payment request to the Government.
>
> \(4\) (i) The Government will reimburse the Contractor for costs of
> subcontracts that are authorized under the subcontracts clause of this
> contract, provided that the costs are consistent with paragraph (b)(5)
> of this clause.
>
> \(ii\) The Government will limit reimbursable costs in connection with
> subcontracts to the amounts paid for supplies and services purchased
> directly for the contract when the Contractor has made or will make
> payments determined due of cash, checks, or other forms of payment to
> the subcontractor\--
>
> \(A\) In accordance with the terms and conditions of a subcontract or
> invoice; and
>
> \(B\) Ordinarily within 30 days of the submission of the Contractor\'s
> payment request to the Government.
>
> \(iii\) The Government will not reimburse the Contractor for any costs
> arising from the letting, administration, or supervision of
> performance of the subcontract, if the costs are included in the
> hourly rates payable under paragraph (a)(1) of this clause.
>
> \(5\) To the extent able, the Contractor shall -
>
> \(i\) Obtain materials at the most advantageous prices available with
> due regard to securing prompt delivery of satisfactory materials; and
>
> \(ii\) Take all cash and trade discounts, rebates, allowances,
> credits, salvage, commissions, and other benefits. When unable to take
> advantage of the benefits, the Contractor shall promptly notify the
> Contracting Officer and give the reasons. The Contractor shall give
> credit to the Government for cash and trade discounts, rebates, scrap,
> commissions, and other amounts that have accrued to the benefit of the
> Contractor, or would have accrued except for the fault or neglect of
> the Contractor. The Contractor shall not deduct from gross costs the
> benefits lost without fault or neglect on the part of the Contractor,
> or lost through fault of the Government.
>
> \(c\) *Total cost*. It is estimated that the total cost to the
> Government for the performance of this contract shall not exceed the
> ceiling price set forth in the Schedule and the Contractor agrees to
> use its best efforts to perform the work specified in the Schedule and
> all obligations under this contract within such ceiling price. If at
> any time the Contractor has reason to believe that the hourly rate
> payments and material costs that will accrue in performing this
> contract in the next succeeding 30 days, if added to all other
> payments and costs previously accrued, will exceed 85 percent of the
> ceiling price in the Schedule, the Contractor shall notify the
> Contracting Officer giving a revised estimate of the total price to
> the Government for performing this contract with supporting reasons
> and documentation. If at any time during performing this contract, the
> Contractor has reason to believe that the total price to the
> Government for performing this contract will be substantially greater
> or less than the then stated ceiling price, the Contractor shall so
> notify the Contracting Officer, giving a revised estimate of the total
> price for performing this contract, with supporting reasons and
> documentation. If at any time during performing this contract, the
> Government has reason to believe that the work to be required in
> performing this contract will be substantially greater or less than
> the stated ceiling price, the Contracting Officer will so advise the
> Contractor, giving the then revised estimate of the total amount of
> effort to be required under the contract.
>
> \(d\) *Ceiling price*. The Government shall not be obligated to pay
> the Contractor any amount in excess of the ceiling price in the
> Schedule, and the Contractor shall not be obligated to continue
> performance if to do so would exceed the ceiling price set forth in
> the Schedule, unless and until the Contracting Officer shall have
> notified the Contractor in writing that the ceiling price has been
> increased and shall have specified in the notice a revised ceiling
> that shall constitute the ceiling price for performance under this
> contract. When and to the extent that the ceiling price set forth in
> the Schedule has been increased, any hours expended and material costs
> incurred by the Contractor in excess of the ceiling price before the
> increase shall be allowable to the same extent as if the hours
> expended and material costs had been incurred after the increase in
> the ceiling price.
>
> \(e\) *Audit*. At any time before final payment under this contract
> the Contracting Officer may request audit of the invoices or vouchers
> and substantiating material. Each payment previously made shall be
> subject to reduction to the extent of amounts, on preceding invoices
> or vouchers, that are found by the Contracting Officer not to have
> been properly payable and shall also be subject to reduction for
> overpayments or to increase for underpayments. Upon receipt and
> approval of the voucher or invoice designated by the Contractor as the
> "completion voucher" or "completion invoice" and substantiating
> material, and upon compliance by the Contractor with all terms of this
> contract (including, without limitation, terms relating to patents and
> the terms of (f) and (g) of this section), the Government shall
> promptly pay any balance due the Contractor. The completion invoice or
> voucher, and substantiating material, shall be submitted by the
> Contractor as promptly as practicable following completion of the work
> under this contract, but in no event later than 1 year (or such longer
> period as the Contracting Officer may approve in writing) from the
> date of completion.
>
> \(f\) *Assignment*. The Contractor, and each assignee under an
> assignment entered into under this contract and in effect at the time
> of final payment under this contract, shall execute and deliver, at
> the time of and as a condition precedent to final payment under this
> contract, a release discharging the Government, its officers, agents,
> and employees of and from all liabilities, obligations, and claims
> arising out of or under this contract, subject only to the following
> exceptions:
>
> \(1\) Specified claims in stated amounts, or in estimated amounts if
> the amounts are not susceptible of exact statement by the Contractor.
>
> \(2\) Claims, together with reasonable incidental expenses, based upon
> the liabilities of the Contractor to third parties arising out of
> performing this contract, that are not known to the Contractor on the
> date of the execution of the release, and of which the Contractor
> gives notice in writing to the Contracting Officer not more than 6
> years after the date of the release or the date of any notice to the
> Contractor that the Government is prepared to make final payment,
> whichever is earlier.
>
> \(3\) Claims for reimbursement of costs (other than expenses of the
> Contractor by reason of its indemnification of the Government against
> patent liability), including reasonable incidental expenses, incurred
> by the Contractor under the terms of this contract relating to
> patents.
>
> \(g\) *Refunds*. The Contractor agrees that any refunds, rebates, or
> credits (including any related interest) accruing to or received by
> the Contractor or any assignee, that arise under the materials portion
> of this contract and for which the Contractor has received
> reimbursement, shall be paid by the Contractor to the Government. The
> Contractor and each assignee, under an assignment entered into under
> this contract and in effect at the time of final payment under this
> contract, shall execute and deliver, at the time of and as a condition
> precedent to final payment under this contract, an assignment to the
> Government of such refunds, rebates, or credits (including any
> interest) in form and substance satisfactory to the Contracting
> Officer.
>
> \(h\) Interim payments.
>
> \(1\) Interim payments made prior to the final payment under the
> contract are contract financing payments. Contract financing payments
> are not subject to the interest penalty provisions of the Prompt
> Payment Act.
>
> \(2\) The designated payment office will make interim payments for
> contract financing on the "30th" day after the designated billing
> office receives a proper payment request. In the event that the
> Government requires an audit or other review of a specific payment
> request to ensure compliance with the terms and conditions of the
> contract, the designated payment office is not compelled to make
> payment by the specified due date.

41. []{#__RefHeading___Toc129419721 .anchor}**52.232-17 Interest (JUN
    1996)**

> \(a\) Except as otherwise provided in this contract under a Price
> Reduction for Defective Cost or Pricing Data clause or a Cost
> Accounting Standards clause, all amounts that become payable by the
> Contractor to the Government under this contract (net of any
> applicable tax credit under the Internal Revenue Code (26 U.S.C.
> 1481)) shall bear simple interest from the date due until paid unless
> paid within 30 days of becoming due. The interest rate shall be the
> interest rate established by the Secretary of the Treasury as provided
> in Section 12 of the Contract Disputes Act of 1978 (Public Law
> 95-563), which is applicable to the period in which the amount becomes
> due, as provided in paragraph (b) of this clause, and then at the rate
> applicable for each six-month period as fixed by the Secretary until
> the amount is paid.
>
> \(b\) Amounts shall be due at the earliest of the following dates:
>
> \(1\) The date fixed under this contract.
>
> \(2\) The date of the first written demand for payment consistent with
> this contract, including any demand resulting from a default
> termination.
>
> \(3\) The date the Government transmits to the Contractor a proposed
> supplemental agreement to confirm completed negotiations establishing
> the amount of debt.
>
> \(4\) If this contract provides for revision of prices, the date of
> written notice to the Contractor stating the amount of refund payable
> in connection with a pricing proposal or a negotiated pricing
> agreement not confirmed by contract modification.
>
> \(c\) The interest charge made under this clause may be reduced under
> the procedures prescribed in 32.614-2 of the Federal Acquisition
> Regulation in effect on the date of this contract.

42. []{#__RefHeading___Toc129419722 .anchor}**52.232-23 Assignment of
    Claim. (JAN 1986)**

> \(a\) The Contractor, under the Assignment of Claims Act, as amended,
> 31 U.S.C. 3727, 41 U.S.C. 15 (hereafter referred to as "the Act"), may
> assign its rights to be paid amounts due or to become due as a result
> of the performance of this contract to a bank, trust company, or other
> financing institution, including any Federal lending agency. The
> assignee under such an assignment may thereafter further assign or
> reassign its right under the original assignment to any type of
> financing institution described in the preceding sentence.
>
> \(b\) Any assignment or reassignment authorized under the Act and this
> clause shall cover all unpaid amounts payable under this contract, and
> shall not be made to more than one party, except that an assignment or
> reassignment may be made to one party as agent or trustee for two or
> more parties participating in the financing of this contract.
>
> \(c\) The Contractor shall not furnish or disclose to any assignee
> under this contract any classified document (including this contract)
> or information related to work under this contract until the
> Contracting Officer authorizes such action in writing.

43. []{#__RefHeading___Toc129419723 .anchor}**52.232-25 Prompt Payment
    (OCT 2003)**

> Notwithstanding any other payment clause in this contract, the
> Government will make invoice payments under the terms and conditions
> specified in this clause. The Government considers payment as being
> made on the day a check is dated or the date of an electronic funds
> transfer (EFT). Definitions of pertinent terms are set forth in
> sections 2.101, 32.001, and 32.902 of the Federal Acquisition
> Regulation. All days referred to in this clause are calendar days,
> unless otherwise specified. (However, see paragraph (a)(4) of this
> clause concerning payments due on Saturdays, Sundays, and legal
> holidays.)
>
> \(a\) Invoice payments---
>
> \(1\) Due date.
>
> \(i\) Except as indicated in paragraphs (a)(2) and (c) of this clause,
> the due date for making invoice payments by the designated payment
> office is the later of the following two events:
>
> \(A\) The 30th day after the designated billing office receives a
> proper invoice from the Contractor (except as provided in paragraph
> (a)(1)(ii) of this clause).
>
> \(B\) The 30th day after Government acceptance of supplies delivered
> or services performed. For a final invoice, when the payment amount is
> subject to contract settlement actions, acceptance is deemed to occur
> on the effective date of the contract settlement.
>
> \(ii\) If the designated billing office fails to annotate the invoice
> with the actual date of receipt at the time of receipt, the invoice
> payment due date is the 30th day after the date of the Contractor\'s
> invoice, provided the designated billing office receives a proper
> invoice and there is no disagreement over quantity, quality, or
> Contractor compliance with contract requirements.
>
> \(2\) Certain food products and other payments.
>
> \(i\) Due dates on Contractor invoices for meat, meat food products,
> or fish; perishable agricultural commodities; and dairy products,
> edible fats or oils, and food products prepared from edible fats or
> oils are\--
>
> \(A\) For meat or meat food products, as defined in section 2(a)(3) of
> the Packers and Stockyard Act of 1921 (7 U.S.C. 182(3)), and as
> further defined in Pub. L. 98-181, including any edible fresh or
> frozen poultry meat, any perishable poultry meat food product, fresh
> eggs, and any perishable egg product, as close as possible to, but not
> later than, the 7th day after product delivery.
>
> \(B\) For fresh or frozen fish, as defined in section 204(3) of the
> Fish and Seafood Promotion Act of 1986 (16 U.S.C. 4003(3)), as close
> as possible to, but not later than, the 7th day after product
> delivery.
>
> \(C\) For perishable agricultural commodities, as defined in section
> 1(4) of the Perishable Agricultural Commodities Act of 1930 (7 U.S.C.
> 499a(4)), as close as possible to, but not later than, the 10th day
> after product delivery, unless another date is specified in the
> contract.
>
> \(D\) For dairy products, as defined in section 111(e) of the Dairy
> Production Stabilization Act of 1983 (7 U.S.C. 4502(e)), edible fats
> or oils, and food products prepared from edible fats or oils, as close
> as possible to, but not later than, the 10th day after the date on
> which a proper invoice has been received. Liquid milk, cheese, certain
> processed cheese products, butter, yogurt, ice cream, mayonnaise,
> salad dressings, and other similar products, fall within this
> classification. Nothing in the Act limits this classification to
> refrigerated products. When questions arise regarding the proper
> classification of a specific product, prevailing industry practices
> will be followed in specifying a contract payment due date. The burden
> of proof that a classification of a specific product is, in fact,
> prevailing industry practice is upon the Contractor making the
> representation.
>
> \(ii\) If the contract does not require submission of an invoice for
> payment (e.g., periodic lease payments), the due date will be as
> specified in the contract.
>
> \(3\) Contractor\'s invoice. The Contractor shall prepare and submit
> invoices to the designated billing office specified in the contract. A
> proper invoice must include the items listed in paragraphs (a)(3)(i)
> through (a)(3)(x) of this clause. If the invoice does not comply with
> these requirements, the designated billing office will return it
> within 7 days after receipt (3 days for meat, meat food products, or
> fish; 5 days for perishable agricultural commodities, dairy products,
> edible fats or oils, and food products prepared from edible fats or
> oils), with the reasons why it is not a proper invoice. The Government
> will take into account untimely notification when computing any
> interest penalty owed the Contractor.
>
> \(i\) Name and address of the Contractor.
>
> \(ii\) Invoice date and invoice number. (The Contractor should date
> invoices as close as possible to the date of the mailing or
> transmission.)
>
> \(iii\) Contract number or other authorization for supplies delivered
> or services performed (including order number and contract line item
> number).
>
> \(iv\) Description, quantity, unit of measure, unit price, and
> extended price of supplies delivered or services performed.
>
> \(v\) Shipping and payment terms (e.g., shipment number and date of
> shipment, discount for prompt payment terms). Bill of lading number
> and weight of shipment will be shown for shipments on Government bills
> of lading.
>
> \(vi\) Name and address of Contractor official to whom payment is to
> be sent (must be the same as that in the contract or in a proper
> notice of assignment).
>
> \(vii\) Name (where practicable), title, phone number, and mailing
> address of person to notify in the event of a defective invoice.
>
> \(viii\) Taxpayer Identification Number (TIN). The Contractor shall
> include its TIN on the invoice only if required elsewhere in this
> contract.
>
> \(ix\) 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 (e.g., 52.232-38, Submission of
> Electronic Funds Transfer Information with Offer), 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.
>
> \(x\) Any other information or documentation required by the contract
> (e.g., evidence of shipment).
>
> \(4\) Interest penalty. The designated payment office will pay an
> interest penalty automatically, without request from the Contractor,
> if payment is not made by the due date and the conditions listed in
> paragraphs (a)(4)(i) through (a)(4)(iii) of this clause are met, if
> applicable. However, when the due date falls on a Saturday, Sunday, or
> legal holiday, the designated payment office may make payment on the
> following working day without incurring a late payment interest
> penalty.
>
> \(i\) The designated billing office received a proper invoice.
>
> \(ii\) The Government processed a receiving report or other Government
> documentation authorizing payment, and there was no disagreement over
> quantity, quality, or Contractor compliance with any contract term or
> condition.
>
> \(iii\) In the case of a final invoice for any balance of funds due
> the Contractor for supplies delivered or services performed, the
> amount was not subject to further contract settlement actions between
> the Government and the Contractor.
>
> \(5\) Computing penalty amount. The Government will compute the
> interest penalty in accordance with the Office of Management and
> Budget prompt payment regulations at 5 CFR part 1315.
>
> \(i\) For the sole purpose of computing an interest penalty that might
> be due the Contractor, Government acceptance is deemed to occur
> constructively on the 7th day (unless otherwise specified in this
> contract) after the Contractor delivers the supplies or performs the
> services in accordance with the terms and conditions of the contract,
> unless there is a disagreement over quantity, quality, or Contractor
> compliance with a contract provision. If actual acceptance occurs
> within the constructive acceptance period, the Government will base
> the determination of an interest penalty on the actual date of
> acceptance. The constructive acceptance requirement does not, however,
> compel Government officials to accept supplies or services, perform
> contract administration functions, or make payment prior to fulfilling
> their responsibilities.
>
> \(ii\) The prompt payment regulations at 5 CFR 1315.10(c) do not
> require the Government to pay interest penalties if payment delays are
> due to disagreement between the Government and the Contractor over the
> payment amount or other issues involving contract compliance, or on
> amounts temporarily withheld or retained in accordance with the terms
> of the contract. The Government and the Contractor shall resolve
> claims involving disputes and any interest that may be payable in
> accordance with the clause at FAR 52.233-1, Disputes.
>
> \(6\) Discounts for prompt payment. The designated payment office will
> pay an interest penalty automatically, without request from the
> Contractor, if the Government takes a discount for prompt payment
> improperly. The Government will calculate the interest penalty in
> accordance with the prompt payment regulations at 5 CFR part 1315.
>
> \(7\) Additional interest penalty.
>
> \(i\) The designated payment office will pay a penalty amount,
> calculated in accordance with the prompt payment regulations at 5 CFR
> part 1315 in addition to the interest penalty amount only if\--
>
> \(A\) The Government owes an interest penalty of \$1 or more;
>
> \(B\) The designated payment office does not pay the interest penalty
> within 10 days after the date the invoice amount is paid; and
>
> \(C\) The Contractor makes a written demand to the designated payment
> office for additional penalty payment, in accordance with paragraph
> (a)(7)(ii) of this clause, postmarked not later than 40 days after the
> invoice amount is paid.
>
> \(ii\) (A) The Contractor shall support written demands for additional
> penalty payments with the following data. The Government will not
> request any additional data. The Contractor shall\--
>
> (*1*) Specifically assert that late payment interest is due under a
> specific invoice, and request payment of all overdue late payment
> interest penalty and such additional penalty as may be required;
>
> (*2*) Attach a copy of the invoice on which the unpaid late payment
> interest is due; and
>
> (*3*) State that payment of the principal has been received, including
> the date of receipt.
>
> \(B\) If there is no postmark or the postmark is illegible\--
>
> (*1*) The designated payment office that receives the demand will
> annotate it with the date of receipt, provided the demand is received
> on or before the 40th day after payment was made; or
>
> (*2*) If the designated payment office fails to make the required
> annotation, the Government will determine the demand\'s validity based
> on the date the Contractor has placed on the demand, provided such
> date is no later than the 40th day after payment was made.
>
> \(iii\) The additional penalty does not apply to payments regulated by
> other Government regulations (e.g., payments under utility contracts
> subject to tariffs and regulation).
>
> \(b\) Contract financing payment. If this contract provides for
> contract financing, the Government will make contract financing
> payments in accordance with the applicable contract financing clause.
>
> \(c\) Fast payment procedure due dates. If this contract contains the
> clause at 52.213-1, Fast Payment Procedure, payments will be made
> within 15 days after the date of receipt of the invoice.
>
> \(d\) 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.

44. []{#__RefHeading___Toc129419724 .anchor}**52.232-33** **Payment by
    Electronic Funds Transfer---Central Contractor Registration (OCT
    2003)**

> \(a\) Method of payment.
>
> \(1\) All payments by the Government under this contract shall be made
> by electronic funds transfer (EFT), except as provided in
> paragraph (a)(2) of this clause. As used in this clause, the term
> "EFT" refers to the funds transfer and may also include the payment
> information transfer.
>
> \(2\) In the event the Government is unable to release one or more
> payments by EFT, the Contractor agrees to either---
>
> \(i\) Accept payment by check or some other mutually agreeable method
> of payment; or
>
> \(ii\) Request the Government to extend the payment due date until
> such time as the Government can make payment by EFT (but see paragraph
> (d) of this clause).
>
> \(b\) Contractor\'s EFT information. The Government shall make payment
> to the Contractor using the EFT information contained in the Central
> Contractor Registration (CCR) database. In the event that the EFT
> information changes, the Contractor shall be responsible for providing
> the updated information to the CCR database.
>
> \(c\) Mechanisms for EFT payment. The Government may make payment by
> EFT through either the Automated Clearing House (ACH) network, subject
> to the rules of the National Automated Clearing House Association, or
> the Fedwire Transfer System. The rules governing Federal payments
> through the ACH are contained in 31 CFR Part 210.
>
> \(d\) Suspension of payment. If the Contractor's EFT information in
> the CCR database is incorrect, then the Government need not make
> payment to the Contractor under this contract until correct EFT
> information is entered into the CCR database; and any invoice or
> contract financing request shall be deemed not to be a proper invoice
> for the purpose of prompt payment under this contract. The prompt
> payment terms of the contract regarding notice of an improper invoice
> and delays in accrual of interest penalties apply.
>
> \(e\) Liability for uncompleted or erroneous transfers.
>
> \(1\) If an uncompleted or erroneous transfer occurs because the
> Government used the Contractor's EFT information incorrectly, the
> Government remains responsible for---
>
> \(i\) Making a correct payment;
>
> \(ii\) Paying any prompt payment penalty due; and
>
> \(iii\) Recovering any erroneously directed funds.
>
> \(2\) If an uncompleted or erroneous transfer occurs because the
> Contractor's EFT information was incorrect, or was revised within 30
> days of Government release of the EFT payment transaction instruction
> to the Federal Reserve System, and---
>
> \(i\) If the funds are no longer under the control of the payment
> office, the Government is deemed to have made payment and the
> Contractor is responsible for recovery of any erroneously directed
> funds; or
>
> \(ii\) If the funds remain under the control of the payment office,
> the Government shall not make payment, and the provisions of paragraph
> (d) of this clause shall apply.
>
> \(f\) EFT and prompt payment. A payment shall be deemed to have been
> made in a timely manner in accordance with the prompt payment terms of
> this contract if, in the EFT payment transaction instruction released
> to the Federal Reserve System, the date specified for settlement of
> the payment is on or before the prompt payment due date, provided the
> specified payment date is a valid date under the rules of the Federal
> Reserve System.
>
> \(g\) EFT and assignment of claims. If the Contractor assigns the
> proceeds of this contract as provided for in the assignment of claims
> terms of this contract, the Contractor shall require as a condition of
> any such assignment, that the assignee shall register separately in
> the CCR database and shall be paid by EFT in accordance with the terms
> of this clause. Notwithstanding any other requirement of this
> contract, payment to an ultimate recipient other than the Contractor,
> or a financial institution properly recognized under an assignment of
> claims pursuant to Subpart 32.8, is not permitted. In all respects,
> the requirements of this clause shall apply to the assignee as if it
> were the Contractor. EFT information that shows the ultimate recipient
> of the transfer to be other than the Contractor, in the absence of a
> proper assignment of claims acceptable to the Government, is incorrect
> EFT information within the meaning of paragraph (d) of this clause.
>
> \(h\) Liability for change of EFT information by financial agent. The
> Government is not liable for errors resulting from changes to EFT
> information made by the Contractor's financial agent.
>
> \(i\) Payment information. The payment or disbursing office shall
> forward to the Contractor available payment information that is
> suitable for transmission as of the date of release of the EFT
> instruction to the Federal Reserve System. The Government may request
> the Contractor to designate a desired format and method(s) for
> delivery of payment information from a list of formats and methods the
> payment office is capable of executing. However, the Government does
> not guarantee that any particular format or method of delivery is
> available at any particular payment office and retains the latitude to
> use the format and delivery method most convenient to the Government.
> If the Government makes payment by check in accordance with paragraph
> (a) of this clause, the Government shall mail the payment information
> to the remittance address contained in the CCR database.

[]{#wp1153374 .anchor}

45. **52.233-1 Disputes (JUL 2002)**

> \(a\) This contract is subject to the Contract Disputes Act of 1978,
> as amended (41 U.S.C. 601-613).
>
> \(b\) Except as provided in the Act, all disputes arising under or
> relating to this contract shall be resolved under this clause.
>
> \(c\) Claim, as used in this clause, means a written demand or written
> assertion by one of the contracting parties seeking, as a matter of
> right, the payment of money in a sum certain, the adjustment or
> interpretation of contract terms, or other relief arising under or
> relating to this contract. However, a written demand or written
> assertion by the Contractor seeking the payment of money exceeding
> \$100,000 is not a claim under the Act until certified. A voucher,
> invoice, or other routine request for payment that is not in dispute
> when submitted is not a claim under the Act. The submission may be
> converted to a claim under the Act, by complying with the submission
> and certification requirements of this clause, if it is disputed
> either as to liability or amount or is not acted upon in a reasonable
> time.
>
> \(d\) (1) A claim by the Contractor shall be made in writing and,
> unless otherwise stated in this contract, submitted within 6 years
> after accrual of the claim to the Contracting Officer for a written
> decision. A claim by the Government against the Contractor shall be
> subject to a written decision by the Contracting Officer.
>
> \(2\) (i) The Contractor shall provide the certification specified in
> paragraph (d)(2)(iii) of this clause when submitting any claim
> exceeding \$100,000.
>
> \(ii\) The certification requirement does not apply to issues in
> controversy that have not been submitted as all or part of a claim.
>
> \(iii\) The certification shall state as follows: "I certify that the
> claim is made in good faith; that the supporting data are accurate and
> complete to the best of my knowledge and belief; that the amount
> requested accurately reflects the contract adjustment for which the
> Contractor believes the Government is liable; and that I am duly
> authorized to certify the claim on behalf of the Contractor."
>
> \(3\) The certification may be executed by any person duly authorized
> to bind the Contractor with respect to the claim.
>
> \(e\) For Contractor claims of \$100,000 or less, the Contracting
> Officer must, if requested in writing by the Contractor, render a
> decision within 60 days of the request. For Contractor-certified
> claims over \$100,000, the Contracting Officer must, within 60 days,
> decide the claim or notify the Contractor of the date by which the
> decision will be made.
>
> \(f\) The Contracting Officer\'s decision shall be final unless the
> Contractor appeals or files a suit as provided in the Act.
>
> \(g\) If the claim by the Contractor is submitted to the Contracting
> Officer or a claim by the Government is presented to the Contractor,
> the parties, by mutual consent, may agree to use alternative dispute
> resolution (ADR). If the Contractor refuses an offer for ADR, the
> Contractor shall inform the Contracting Officer, in writing, of the
> Contractor\'s specific reasons for rejecting the offer.
>
> \(h\) The Government shall pay interest on the amount found due and
> unpaid from (1) the date that the Contracting Officer receives the
> claim (certified, if required); or (2) the date that payment otherwise
> would be due, if that date is later, until the date of payment. With
> regard to claims having defective certifications, as defined in FAR
> 33.201, interest shall be paid from the date that the Contracting
> Officer initially receives the claim. Simple interest on claims shall
> be paid at the rate, fixed by the Secretary of the Treasury as
> provided in the Act, which is applicable to the period during which
> the Contracting Officer receives the claim and then at the rate
> applicable for each 6-month period as fixed by the Treasury Secretary
> during the pendency of the claim.
>
> \(i\) The Contractor shall proceed diligently with performance of this
> contract, pending final resolution of any request for relief, claim,
> appeal, or action arising under the contract, and comply with any
> decision of the Contracting Officer.

46. []{#__RefHeading___Toc129419726 .anchor}**52.233-3 Protest after
    Award (AUG 1996)**

> \(a\) Upon receipt of a notice of protest (as defined in FAR 33.101)
> or a determination that a protest is likely (see FAR 33.102(d)), the
> Contracting Officer may, by written order to the Contractor, direct
> the Contractor to stop performance of the work called for by this
> contract. The order shall be specifically identified as a stop-work
> order issued under this clause. Upon receipt of the order, the
> Contractor shall immediately comply with its terms and take all
> reasonable steps to minimize the incurrence of costs allocable to the
> work covered by the order during the period of work stoppage. Upon
> receipt of the final decision in the protest, the Contracting Officer
> shall either -
>
> \(1\) Cancel the stop-work order; or
>
> \(2\) Terminate the work covered by the order as provided in the
> Default, or the Termination for Convenience of the Government, clause
> of this contract.
>
> \(b\) If a stop-work order issued under this clause is canceled either
> before or after a final decision in the protest, the Contractor shall
> resume work. The Contracting Officer shall make an equitable
> adjustment in the delivery schedule or contract price, or both, and
> the contract shall be modified, in writing, accordingly, if -
>
> \(1\) The stop-work order results in an increase in the time required
> for, or in the Contractor\'s cost properly allocable to, the
> performance of any part of this contract; and
>
> \(2\) The Contractor asserts its right to an adjustment within 30 days
> after the end of the period of work stoppage; *provided*, that if the
> Contracting Officer decides the facts justify the action, the
> Contracting Officer may receive and act upon a proposal at any time
> before final payment under this contract.
>
> \(c\) If a stop-work order is not canceled and the work covered by the
> order is terminated for the convenience of the Government, the
> Contracting Officer shall allow reasonable costs resulting from the
> stop-work order in arriving at the termination settlement.
>
> \(d\) If a stop-work order is not canceled and the work covered by the
> order is terminated for default, the Contracting Officer shall allow,
> by equitable adjustment or otherwise, reasonable costs resulting from
> the stop-work order.
>
> \(e\) The Government\'s rights to terminate this contract at any time
> are not affected by action taken under this clause.
>
> \(f\) If, as the result of the Contractor\'s intentional or negligent
> misstatement, misrepresentation, or miscertification, a protest
> related to this contract is sustained, and the Government pays costs,
> as provided in FAR 33.102(b)(2) or 33.104(h)(1), the Government may
> require the Contractor to reimburse the Government the amount of such
> costs. In addition to any other remedy available, and pursuant to the
> requirements of Subpart 32.6, the Government may collect this debt by
> offsetting the amount against any payment due the Contractor under any
> contract between the Contractor and the Government.

47. []{#__RefHeading___Toc129419727 .anchor}**52.233-4 Applicable Law
    for Breach of Contract Claim. (OCT 2004)**

United States law will apply to resolve any claim of breach of this
contract.

48. []{#__RefHeading___Toc129419728 .anchor}**52.237-2 Protection of
    Government Buildings, Equipment, and Vegetation (APR 1984)**

The Contractor shall use reasonable care to avoid damaging existing
buildings, equipment, and vegetation on the Government installation. If
the Contractor\'s failure to use reasonable care causes damage to any of
this property, the Contractor shall replace or repair the damage at no
expense to the Government as the Contracting Officer directs. If the
Contractor fails or refuses to make such repair or replacement, the
Contractor shall be liable for the cost, which may be deducted from the
contract price.

49. []{#__RefHeading___Toc129419729 .anchor}**52.237-3 Continuity of
    Services (JAN 1991)**

> \(a\) The Contractor recognizes that the services under this contract
> are vital to the Government and must be continued without interruption
> and that, upon contract expiration, a successor, either the Government
> or another contractor, may continue them. The Contractor agrees to -
>
> \(1\) Furnish phase-in training; and
>
> \(2\) Exercise its best efforts and cooperation to effect an orderly
> and efficient transition to a successor.
>
> \(b\) The Contractor shall, upon the Contracting Officer\'s written
> notice, (1) furnish phase-in, phase-out services for up to 90 days
> after this contract expires and (2) negotiate in good faith a plan
> with a successor to determine the nature and extent of phase-in,
> phase-out services required. The plan shall specify a training program
> and a date for transferring responsibilities for each division of work
> described in the plan, and shall be subject to the Contracting
> Officer\'s approval. The Contractor shall provide sufficient
> experienced personnel during the phase-in, phase-out period to ensure
> that the services called for by this contract are maintained at the
> required level of proficiency.
>
> \(c\) The Contractor shall allow as many personnel as practicable to
> remain on the job to help the successor maintain the continuity and
> consistency of the services required by this contract. The Contractor
> also shall disclose necessary personnel records and allow the
> successor to conduct on-site interviews with these employees. If
> selected employees are agreeable to the change, the Contractor shall
> release them at a mutually agreeable date and negotiate transfer of
> their earned fringe benefits to the successor.
>
> \(d\) The Contractor shall be reimbursed for all reasonable phase-in,
> phase-out costs (*i.e.*, costs incurred within the agreed period after
> contract expiration that result from phase-in, phase-out operations)
> and a fee (profit) not to exceed a pro rata portion of the fee
> (profit) under this contract.

50. []{#__RefHeading___Toc129419730 .anchor}**52.239-1 Privacy or
    Security Safeguards (AUG 1996)**

> \(a\) The Contractor shall not publish or disclose in any manner,
> without the Contracting Officer\'s written consent, the details of any
> safeguards either designed or developed by the Contractor under this
> contract or otherwise provided by the Government.
>
> \(b\) To the extent required to carry out a program of inspection to
> safeguard against threats and hazards to the security, integrity, and
> confidentiality of Government data, the Contractor shall afford the
> Government access to the Contractor\'s facilities, installations,
> technical capabilities, operations, documentation, records, and
> databases.
>
> \(c\) If new or unanticipated threats or hazards are discovered by
> either the Government or the Contractor, or if existing safeguards
> have ceased to function, the discoverer shall immediately bring the
> situation to the attention of the other party.

51. []{#__RefHeading___Toc129419731 .anchor}**52.242-3 Penalties for
    Unallowable Costs (MAY 2001)**

> \(a\) Definition. *"Proposal,"* as used in this clause, means either -
>
> \(1\) A final indirect cost rate proposal submitted by the Contractor
> after the expiration of its fiscal year which -
>
> \(i\) Relates to any payment made on the basis of billing rates; or
>
> \(ii\) Will be used in negotiating the final contract price; or
>
> \(2\) The final statement of costs incurred and estimated to be
> incurred under the Incentive Price Revision clause (if applicable),
> which is used to establish the final contract price.
>
> \(b\) Contractors which include unallowable indirect costs in a
> proposal may be subject to penalties. The penalties are prescribed in
> 10 U.S.C. 2324 or 41 U.S.C. 256, as applicable, which is implemented
> in Section 42.709 of the Federal Acquisition Regulation (FAR).
>
> \(c\) The Contractor shall not include in any proposal any cost that
> is unallowable, as defined in Subpart 2.1 of the FAR, or an executive
> agency supplement to the FAR.
>
> \(d\) If the Contracting Officer determines that a cost submitted by
> the Contractor in its proposal is expressly unallowable under a cost
> principle in the FAR, or an executive agency supplement to the FAR,
> that defines the allowability of specific selected costs, the
> Contractor shall be assessed a penalty equal to -
>
> \(1\) The amount of the disallowed cost allocated to this contract;
> plus
>
> \(2\) Simple interest, to be computed -
>
> \(i\) On the amount the Contractor was paid (whether as a progress or
> billing payment) in excess of the amount to which the Contractor was
> entitled; and
>
> \(ii\) Using the applicable rate effective for each six-month interval
> prescribed by the Secretary of the Treasury pursuant to Pub. L. 92-41
> (85 Stat. 97).
>
> \(e\) If the Contracting Officer determines that a cost submitted by
> the Contractor in its proposal includes a cost previously determined
> to be unallowable for that Contractor, then the Contractor will be
> assessed a penalty in an amount equal to two times the amount of the
> disallowed cost allocated to this contract.
>
> \(f\) Determinations under paragraphs (d) and (e) of this clause are
> final decisions within the meaning of the Contract Disputes Act of
> 1978 (41 U.S.C. 601, et seq.).
>
> \(g\) Pursuant to the criteria in FAR 42.709-5, the Contracting
> Officer may waive the penalties in paragraph (d) or (e) of this
> clause.
>
> \(h\) Payment by the Contractor of any penalty assessed under this
> clause does not constitute repayment to the Government of any
> unallowable cost which has been paid by the Government to the
> Contractor.

52. []{#__RefHeading___Toc129419732 .anchor}**52.242-13 Bankruptcy. (JUL
    1995)**

> In the event the Contractor enters into proceedings relating to
> bankruptcy, whether voluntary or involuntary, the Contractor agrees to
> furnish, by certified mail or electronic commerce method authorized by
> the contract, written notification of the bankruptcy to the
> Contracting Officer responsible for administering the contract. This
> notification shall be furnished within five days of the initiation of
> the proceedings relating to bankruptcy filing. This notification shall
> include the date on which the bankruptcy petition was filed, the
> identity of the court in which the bankruptcy petition was filed, and
> a listing of Government contract numbers and contracting offices for
> all Government contracts against which final payment has not been
> made. This obligation remains in effect until final payment under this
> contract.

53. []{#__RefHeading___Toc129419733 .anchor}**52.243-3 Changes -
    Time-and-Materials or Labor-Hours (SEP 2000)**

> \(a\) The Contracting Officer may at any time, by written order, and
> without notice to the sureties, if any, make changes within the
> general scope of this contract in any one or more of the following:
>
> \(1\) Description of services to be performed.
>
> \(2\) Time of performance (*i.e.*, hours of the day, days of the week,
> etc.).
>
> \(3\) Place of performance of the services.
>
> \(4\) Drawings, designs, or specifications when the supplies to be
> furnished are to be specially manufactured for the Government in
> accordance with the drawings, designs, or specifications.
>
> \(5\) Method of shipment or packing of supplies.
>
> \(6\) Place of delivery.
>
> \(7\) Amount of Government-furnished property.
>
> \(b\) If any change causes an increase or decrease in any hourly rate,
> the ceiling price, or the time required for performance of any part of
> the work under this contract, whether or not changed by the order, or
> otherwise affects any other terms and conditions of this contract, the
> Contracting Officer will make an equitable adjustment in any one or
> more of the following and will modify the contract accordingly:
>
> \(1\) Ceiling price.
>
> \(2\) Hourly rates.
>
> \(3\) Delivery schedule.
>
> \(4\) Other affected terms.
>
> \(c\) The Contractor shall assert its right to an adjustment under
> this clause within 30 days from the date of receipt of the written
> order. However, if the Contracting Officer decides that the facts
> justify it, the Contracting Officer may receive and act upon a
> proposal submitted before final payment of the contract.
>
> \(d\) Failure to agree to any adjustment will be a dispute under the
> Disputes clause. However, nothing in this clause excuses the
> Contractor from proceeding with the contract as changed.

54. []{#__RefHeading___Toc129419734 .anchor}**52.244-2 Subcontracts (AUG
    1998)**

> \(a\) *Definitions*. As used in this clause -
>
> "Approved purchasing system" means a Contractor\'s purchasing system
> that has been reviewed and approved in accordance with Part 44 of the
> Federal Acquisition Regulation (FAR).
>
> "Consent to subcontract" means the Contracting Officer\'s written
> consent for the Contractor to enter into a particular subcontract.
>
> "Subcontract" means any contract, as defined in FAR Subpart 2.1,
> entered into by a subcontractor to furnish supplies or services for
> performance of the prime contract or a subcontract. It includes, but
> is not limited to, purchase orders, and changes and modifications to
> purchase orders.
>
> \(b\) This clause does not apply to subcontracts for special test
> equipment when the contract contains the clause at FAR 52.245-18,
> Special Test Equipment.
>
> \(c\) When this clause is included in a fixed-price type contract,
> consent to subcontract is required only on unpriced contract actions
> (including unpriced modifications or unpriced delivery orders), and
> only if required in accordance with paragraph (d) or (e) of this
> clause.
>
> \(d\) If the Contractor does not have an approved purchasing system,
> consent to subcontract is required for any subcontract that -
>
> \(1\) Is of the cost-reimbursement, time-and-materials, or labor-hour
> type; or
>
> \(2\) Is fixed-price and exceeds -
>
> \(i\) For a contract awarded by the Department of Defense, the Coast
> Guard, or the National Aeronautics and Space Administration, the
> greater of the simplified acquisition threshold or 5 percent of the
> total estimated cost of the contract; or
>
> \(ii\) For a contract awarded by a civilian agency other than the
> Coast Guard and the National Aeronautics and Space Administration,
> either the simplified acquisition threshold or 5 percent of the total
> estimated cost of the contract.
>
> \(e\) If the Contractor has an approved purchasing system, the
> Contractor nevertheless shall obtain the Contracting Officer\'s
> written consent before placing the following subcontracts: \[ \]
>
> \(f\) (1) The Contractor shall notify the Contracting Officer
> reasonably in advance of placing any subcontract or modification
> thereof for which consent is required under paragraph (c), (d), or (e)
> of this clause, including the following information:
>
> \(i\) A description of the supplies or services to be subcontracted.
>
> \(ii\) Identification of the type of subcontract to be used.
>
> \(iii\) Identification of the proposed subcontractor.
>
> \(iv\) The proposed subcontract price.
>
> \(v\) The subcontractor\'s current, complete, and accurate cost or
> pricing data and Certificate of Current Cost or Pricing Data, if
> required by other contract provisions.
>
> \(vi\) The subcontractor\'s Disclosure Statement or Certificate
> relating to Cost Accounting Standards when such data are required by
> other provisions of this contract.
>
> \(vii\) A negotiation memorandum reflecting -
>
> \(A\) The principal elements of the subcontract price negotiations;
>
> \(B\) The most significant considerations controlling establishment of
> initial or revised prices;
>
> \(C\) The reason cost or pricing data were or were not required;
>
> \(D\) The extent, if any, to which the Contractor did not rely on the
> subcontractor\'s cost or pricing data in determining the price
> objective and in negotiating the final price;
>
> \(E\) The extent to which it was recognized in the negotiation that
> the subcontractor\'s cost or pricing data were not accurate, complete,
> or current; the action taken by the Contractor and the subcontractor;
> and the effect of any such defective data on the total price
> negotiated;
>
> \(F\) The reasons for any significant difference between the
> Contractor\'s price objective and the price negotiated; and
>
> \(G\) A complete explanation of the incentive fee or profit plan when
> incentives are used. The explanation shall identify each critical
> performance element, management decisions used to quantify each
> incentive element, reasons for the incentives, and a summary of all
> trade-off possibilities considered.
>
> \(2\) The Contractor is not required to notify the Contracting Officer
> in advance of entering into any subcontract for which consent is not
> required under paragraph (c), (d), or (e) of this clause.
>
> \(g\) Unless the consent or approval specifically provides otherwise,
> neither consent by the Contracting Officer to any subcontract nor
> approval of the Contractor\'s purchasing system shall constitute a
> determination -
>
> \(1\) Of the acceptability of any subcontract terms or conditions;
>
> \(2\) Of the allowability of any cost under this contract; or
>
> \(3\) To relieve the Contractor of any responsibility for performing
> this contract.
>
> \(h\) No subcontract or modification thereof placed under this
> contract shall provide for payment on a cost-plus-a-percentage-of-cost
> basis, and any fee payable under cost-reimbursement type subcontracts
> shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).
>
> \(i\) The Contractor shall give the Contracting Officer immediate
> written notice of any action or suit filed and prompt notice of any
> claim made against the Contractor by any subcontractor or vendor that,
> in the opinion of the Contractor, may result in litigation related in
> any way to this contract, with respect to which the Contractor may be
> entitled to reimbursement from the Government.
>
> \(j\) The Government reserves the right to review the Contractor\'s
> purchasing system as set forth in FAR Subpart 44.3.
>
> \(k\) Paragraphs (d) and (f) of this clause do not apply to the
> following subcontracts, which were evaluated during negotiations: \[
> \]

55. []{#__RefHeading___Toc129419735 .anchor}**52.244-6 Subcontracts for
    Commercial Items (DEC 2004)**

> \(a\) Definitions. As used in this clause\--
>
> "Commercial item" has the meaning contained in Federal Acquisition
> Regulation 2.101, 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 following clauses shall be flowed down to subcontracts
> for commercial items:
>
> \(i\) 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 \$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, Affirmative Action for Disabled Veterans and
> Veterans of the Vietnam Era (APR 1998) (38 U.S.C. 4212(a)).
>
> \(iv\) 52.222-36, Affirmative Action for Workers with Disabilities
> (JUN 1998) (29 U.S.C. 793).
>
> \(v\) 52.222-39, Notification of Employee Rights Concerning Payment of
> Union Dues or Fees (DEC 2004) (E.O. 13201). Flow down as required in
> accordance with paragraph (g) of FAR clause 52.222-39).
>
> \(vi\) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial
> Vessels (APR 2003) (46 U.S.C. Appx 1241 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 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.

56. []{#__RefHeading___Toc129419736 .anchor}**52.245-1 Property Records
    (APR 1984)**

> The Government shall maintain the Government\'s official property
> records in connection with Government property under this contract.
> The Government Property clause is hereby modified by deleting the
> requirement for the Contractor to maintain such records.

57. []{#__RefHeading___Toc129419737 .anchor}**52.245-5 Government
    Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour
    Contracts) (MAY 2004)**

> \(a\) *Government-furnished property*.
>
> \(1\) The term "Contractor\'s managerial personnel," as used in
> paragraph (g) of this clause, means any of the Contractor\'s
> directors, officers, managers, superintendents, or equivalent
> representatives who have supervision or direction of -
>
> \(i\) All or substantially all of the Contractor\'s business;
>
> \(ii\) All or substantially all of the Contractor\'s operation at any
> one plant, or separate location at which the contract is being
> performed; or
>
> \(iii\) A separate and complete major industrial operation connected
> with performing this contract.
>
> \(2\) The Government shall deliver to the Contractor, for use in
> connection with and under the terms of this contract, the
> Government-furnished property described in the Schedule or
> specifications, together with such related data and information as the
> Contractor may request and as may be reasonably required for the
> intended use of the property (hereinafter referred to as
> "Government-furnished property").
>
> \(3\) The delivery or performance dates for this contract are based
> upon the expectation that Government-furnished property suitable for
> use will be delivered to the Contractor at the times stated in the
> Schedule or, if not so stated, in sufficient time to enable the
> Contractor to meet the contract\'s delivery or performance dates.
>
> \(4\) If Government-furnished property is received by the Contractor
> in a condition not suitable for the intended use, the Contractor
> shall, upon receipt, notify the Contracting Officer, detailing the
> facts, and, as directed by the Contracting Officer and at Government
> expense, either effect repairs or modification or return or otherwise
> dispose of the property. After completing the directed action and upon
> written request of the Contractor, the Contracting Officer shall make
> an equitable adjustment as provided in paragraph (h) of this clause.
>
> \(5\) If Government-furnished property is not delivered to the
> Contractor by the required time or times, the Contracting Officer
> shall, upon the Contractor\'s timely written request, make a
> determination of the delay, if any, caused the Contractor and shall
> make an equitable adjustment in accordance with paragraph (h) of this
> clause.
>
> \(b\) *Changes in Government-furnished property.*
>
> \(1\) The Contracting Officer may, by written notice, (i) decrease the
> Government-furnished property provided or to be provided under this
> contract or (ii) substitute other Government-furnished property for
> the property to be provided by the Government or to be acquired by the
> Contractor for the Government under this contract. The Contractor
> shall promptly take such action as the Contracting Officer may direct
> regarding the removal, shipment, or disposal of the property covered
> by this notice.
>
> \(2\) Upon the Contractor\'s written request, the Contracting Officer
> shall make an equitable adjustment to the contract in accordance with
> paragraph (h) of this clause, if the Government has agreed in the
> Schedule to make such property available for performing this contract
> and there is any -
>
> \(i\) Decrease or substitution in this property pursuant to
> subparagraph (b)(1) above; or
>
> \(ii\) Withdrawal of authority to use property, if provided under any
> other contract or lease.
>
> \(c\) *Title*.
>
> \(1\) The Government shall retain title to all Government-furnished
> property.
>
> \(2\) Title to all property purchased by the Contractor for which the
> Contractor is entitled to be reimbursed as a direct item of cost under
> this contract shall pass to and vest in the Government upon the
> vendor\'s delivery of such property.
>
> \(3\) Title to all other property, the cost of which is reimbursable
> to the Contractor, shall pass to and vest in the Government upon -
>
> \(i\) Issuance of the property for use in contract performance;
>
> \(ii\) Commencement of processing of the property for use in contract
> performance; or
>
> \(iii\) Reimbursement of the cost of the property by the Government,
> whichever occurs first.
>
> \(4\) All Government-furnished property and all property acquired by
> the Contractor, title to which vests in the Government under this
> paragraph (collectively referred to as "Government property"), are
> subject to the provisions of this clause. Title to Government property
> shall not be affected by its incorporation into or attachment to any
> property not owned by the Government, nor shall Government property
> become a fixture or lose its identity as personal property by being
> attached to any real property.
>
> \(d\) *Use of Government property.* The Government property shall be
> used only for performing this contract, unless otherwise provided in
> this contract or approved by the Contracting Officer.
>
> \(e\) *Property administration.*
>
> \(1\) The Contractor shall be responsible and accountable for all
> Government property provided under the contract and shall comply with
> Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on the
> date of this contract.
>
> \(2\) The Contractor shall establish and maintain a program for the
> use, maintenance, repair, protection, and preservation of Government
> property in accordance with sound business practice and the applicable
> provisions of FAR Subpart 45.5.
>
> \(3\) If damage occurs to Government property, the risk of which has
> been assumed by the Government under this contract, the Government
> shall replace the items or the Contractor shall make such repairs as
> the Government directs. However, if the Contractor cannot effect such
> repairs within the time required, the Contractor shall dispose of the
> property as directed by the Contracting Officer. When any property for
> which the Government is responsible is replaced or repaired, the
> Contracting Officer shall make an equitable adjustment in accordance
> with paragraph (h) of this clause.
>
> \(f\) *Access*. The Government and all its designees shall have access
> at all reasonable times to the premises in which any Government
> property is located for the purpose of inspecting the Government
> property.
>
> (g*) Limited risk of loss*. (1) The Contractor shall not be liable for
> loss or destruction of, or damage to, the Government property provided
> under this contract or for expenses incidental to such loss,
> destruction, or damage, except as provided in subparagraphs (2) and
> (3) below.
>
> \(2\) The Contractor shall be responsible for loss or destruction of,
> or damage to, the Government property provided under this contract
> (including expenses incidental to such loss, destruction, or damage)
> --
>
> \(i\) That results from a risk expressly required to be insured under
> this contract, but only to the extent of the insurance required to be
> purchased and maintained or to the extent of insurance actually
> purchased and maintained, whichever is greater;
>
> \(ii\) That results from a risk that is in fact covered by insurance
> or for which the Contractor is otherwise reimbursed, but only to the
> extent of such insurance or reimbursement;
>
> \(iii\) For which the Contractor is otherwise responsible under the
> express terms of this contract;
>
> \(iv\) That results from willful misconduct or lack of good faith on
> the part of the Contractor\'s managerial personnel; or
>
> \(v\) That results from a failure on the part of the Contractor, due
> to willful misconduct or lack of good faith on the part of the
> Contractor\'s managerial personnel, to establish and administer a
> program or system for the control, use, protection, preservation,
> maintenance, and repair of Government property as required by
> paragraph (e) of this clause.
>
> \(3\) (i) If the Contractor fails to act as provided by subdivision
> (g)(2)(v) above, after being notified (by certified mail addressed to
> one of the Contractor\'s managerial personnel) of the Government\'s
> disapproval, withdrawal of approval, or nonacceptance of the system or
> program, it shall be conclusively presumed that such failure was due
> to willful misconduct or lack of good faith on the part of the
> Contractor\'s managerial personnel.
>
> \(ii\) In such event, any loss or destruction of, or damage to, the
> Government property shall be presumed to have resulted from such
> failure unless the Contractor can establish by clear and convincing
> evidence that such loss, destruction, or damage -
>
> \(A\) Did not result from the Contractor\'s failure to maintain an
> approved program or system; or
>
> \(B\) Occurred while an approved program or system was maintained by
> the Contractor.
>
> \(4\) If the Contractor transfers Government property to the
> possession and control of a subcontractor, the transfer shall not
> affect the liability of the Contractor for loss or destruction of, or
> damage to, the property as set forth above. However, the Contractor
> shall require the subcontractor to assume the risk of, and be
> responsible for, any loss or destruction of, or damage to, the
> property while in the subcontractor\'s possession or control, except
> to the extent that the subcontract, with the advance approval of the
> Contracting Officer, relieves the subcontractor from such liability.
> In the absence of such approval, the subcontract shall contain
> appropriate provisions requiring the return of all Government property
> in as good condition as when received, except for reasonable wear and
> tear or for its use in accordance with the provisions of the prime
> contract.
>
> \(5\) Upon loss or destruction of, or damage to, Government property
> provided under this contract, the Contractor shall so notify the
> Contracting Officer and shall communicate with the loss and salvage
> organization, if any, designated by the Contracting Officer. With the
> assistance of any such organization, the Contractor shall take all
> reasonable action to protect the Government property from further
> damage, separate the damaged and undamaged Government property, put
> all the affected Government property in the best possible order, and
> furnish to the Contracting Officer a statement of -
>
> \(i\) The lost, destroyed, or damaged Government property;
>
> \(ii\) The time and origin of the loss, destruction, or damage;
>
> \(iii\) All known interests in commingled property of which the
> Government property is a part; and
>
> \(iv\) The insurance, if any, covering any part of or interest in such
> commingled property.
>
> \(6\) The Contractor shall repair, renovate, and take such other
> action with respect to damaged Government property as the Contracting
> Officer directs. If the Government property is destroyed or damaged
> beyond practical repair, or is damaged and so commingled or combined
> with property of others (including the Contractor\'s) that separation
> is impractical, the Contractor may, with the approval of and subject
> to any conditions imposed by the Contracting Officer, sell such
> property for the account of the Government. Such sales may be made in
> order to minimize the loss to the Government, to permit the resumption
> of business, or to accomplish a similar purpose. The Contractor shall
> be entitled to an equitable adjustment in the contract price for the
> expenditures made in performing the obligations under this
> subparagraph (g)(6) in accordance with paragraph (h) of this clause.
> However, the Government may directly reimburse the loss and salvage
> organization for any of their charges. The Contracting Officer shall
> give due regard to the Contractor\'s liability under this paragraph
> (g) when making any such equitable adjustment.
>
> \(7\) The Contractor shall not be reimbursed for, and shall not
> include as an item of overhead, the cost of insurance or of any
> reserve covering risk of loss or destruction of, or damage to,
> Government property, except to the extent that the Government may have
> expressly required the Contractor to carry such insurance under
> another provision of this contract.
>
> \(8\) In the event the Contractor is reimbursed or otherwise
> compensated for any loss or destruction of, or damage to, Government
> property, the Contractor shall use the proceeds to repair, renovate,
> or replace the lost, destroyed, or damaged Government property or
> shall otherwise credit the proceeds to, or equitably reimburse, the
> Government, as directed by the Contracting Officer.
>
> \(9\) The Contractor shall do nothing to prejudice the Government\'s
> rights to recover against third parties for any loss or destruction
> of, or damage to, Government property. Upon the request of the
> Contracting Officer, the Contractor shall, at the Government\'s
> expense, furnish to the Government all reasonable assistance and
> cooperation (including the prosecution of suit and the execution of
> instruments of assignment in favor of the Government) in obtaining
> recovery. In addition, where a subcontractor has not been relieved
> from liability for any loss or destruction of, or damage to,
> Government property, the Contractor shall enforce for the benefit of
> the Government the liability of the subcontractor for such loss,
> destruction, or damage.
>
> \(h\) *Equitable adjustment.* When this clause specifies an equitable
> adjustment, it shall be made to any affected contract provision in
> accordance with the procedures of the Changes clause. When
> appropriate, the Contracting Officer may initiate an equitable
> adjustment in favor of the Government. The right to an equitable
> adjustment shall be the Contractor\'s exclusive remedy. The Government
> shall not be liable to suit for breach of contract for -
>
> \(1\) Any delay in delivery of Government-furnished property;
>
> \(2\) Delivery of Government-furnished property in a condition not
> suitable for its intended use;
>
> \(3\) A decrease in or substitution of Government-furnished property;
> or
>
> \(4\) Failure to repair or replace Government property for which the
> Government is responsible.
>
> \(i\) Government property disposal. Except as provided in paragraphs
> (i)(1)(i), (i)(2), and (i)(8)(i) of this clause, the Contractor shall
> not dispose of Government property until authorized to do so by the
> Plant Clearance Officer.
>
> \(1\) Scrap. (i) Contractor with an approved scrap procedure.
>
> \(A\) The Contractor may dispose of scrap resulting from production or
> testing under this contract without Government approval. However, if
> the scrap requires demilitarization or is sensitive property, the
> Contractor shall submit the scrap on an inventory disposal schedule.
>
> \(B\) For scrap from other than production or testing, the Contractor
> may prepare scrap lists in lieu of inventory disposal schedules
> (provided such lists are consistent with the approved scrap
> procedures), except that inventory disposal schedules shall be
> submitted for scrap aircraft or aircraft parts and scrap that\--
>
> (*1*) Requires demilitarization;
>
> (*2*) Is a classified item;
>
> (*3*) Is generated from classified items;
>
> (*4*) Contains hazardous materials or hazardous wastes;
>
> (*5*) Contains precious metals; or
>
> (*6*) Is dangerous to the public health, safety, or welfare.
>
> \(ii\) Contractor without an approved scrap procedure. The Contractor
> shall submit an inventory disposal schedule for all scrap.
>
> \(2\) Pre-disposal requirements. When the Contractor determines that a
> property item acquired or produced by the Contractor, to which the
> Government has obtained title under paragraph (c) of this clause, is
> no longer needed for performance of this contract, the Contractor, in
> the following order of priority:
>
> \(i\) May purchase the property at the acquisition cost.
>
> \(ii\) Shall make reasonable efforts to return unused property to the
> appropriate supplier at fair market value (less, if applicable, a
> reasonable restocking fee that is consistent with the supplier\'s
> customary practices).
>
> \(iii\) Shall list, on Standard Form 1428, Inventory Disposal
> Schedule, property that was not purchased under paragraph (i)(2)(i) of
> this clause, could not be returned to a supplier, or could not be used
> in the performance of other Government contracts.
>
> \(3\) Inventory disposal schedules.
>
> \(i\) The Contractor shall use Standard Form 1428, Inventory Disposal
> Schedule, to identify\--
>
> \(A\) Government-furnished property that is no longer required for
> performance of this contract, provided the terms of another Government
> contract do not require the Government to furnish that property for
> performance of that contract; and
>
> \(B\) Property acquired or produced by the Contractor, to which the
> Government has obtained title under paragraph (c) of this clause, that
> is no longer required for performance of that contract.
>
> \(ii\) The Contractor may annotate inventory disposal schedules to
> identify property the Contractor wishes to purchase from the
> Government.
>
> \(iii\) Unless the Plant Clearance Officer has agreed otherwise, or
> the contract requires electronic submission of inventory disposal
> schedules, the Contractor shall prepare separate inventory disposal
> schedules for\--
>
> \(A\) Special test equipment with commercial components;
>
> \(B\) Special test equipment that does not contain commercial
> components;
>
> \(C\) Printing equipment;
>
> \(D\) Computers, components thereof, peripheral equipment, and related
> equipment;
>
> \(E\) Precious Metals;
>
> \(F\) Nonnuclear hazardous materials or hazardous wastes; or
>
> \(G\) Nuclear materials or nuclear wastes.
>
> \(iv\) Property with the same description, condition code, and
> reporting location may be grouped in a single line item. The
> Contractor shall describe special test equipment in sufficient detail
> to permit an understanding of the special test equipment\'s intended
> use.
>
> \(4\) Submission requirements. The Contractor shall submit inventory
> disposal schedules to the Plant Clearance Officer no later than\--
>
> \(i\) Thirty days following the Contractor\'s determination that a
> Government property item is no longer required for performance of the
> contract;
>
> \(ii\) Sixty days, or such longer period as may be approved by the
> Plant Clearance Officer, following completion of contract deliveries
> or performance; or
>
> \(iii\) One hundred twenty days, or such longer period as may be
> approved by the Plant Clearance Officer, following contract
> termination in whole or in part.
>
> \(5\) Corrections. The Plant Clearance Officer may require the
> Contractor to correct an inventory disposal schedule or may reject a
> schedule if the property identified on the schedule is not accountable
> under this contract or is not in the quantity or condition indicated.
>
> \(6\) Postsubmission adjustments. The Contractor shall provide the
> Plant Clearance Officer at least 10 working days advance written
> notice of its intent to remove a property item from an approved
> inventory disposal schedule. Unless the Plant Clearance Officer
> objects to the intended schedule adjustment within the notice period,
> the Contractor may make the adjustment upon expiration of the notice
> period.
>
> \(7\) Storage. (i) The Contractor shall store the property identified
> on an inventory disposal schedule pending receipt of disposal
> instructions. The Government\'s failure to provide disposal
> instructions within 120 days following acceptance of an inventory
> disposal schedule, might entitle the Contractor to an equitable
> adjustment for costs incurred to store such property on or after the
> 121st day.
>
> \(ii\) The Contractor shall obtain the Plant Clearance Officer\'s
> approval to remove Government property from the premises at which the
> property is currently located prior to receipt of final disposition
> instructions. If approval is granted, any costs incurred by the
> Contractor to transport or store the property shall not increase the
> price or fee of any Government contract. The storage facility must be
> appropriate for assuring the property\'s physical safety and
> suitability for use. Approval does not relieve the Contractor of any
> liability under this contract for such property.
>
> \(8\) Disposition instructions. (i) If the Government does not provide
> disposition instructions to the Contractor within 45 days following
> acceptance of a scrap list, the Contractor may dispose of the listed
> scrap in accordance with the Contractor\'s approved scrap procedures.
>
> \(ii\) The Contractor shall prepare for shipment, deliver f.o.b.
> origin, or dispose of Government property as directed by the Plant
> Clearance Officer. The Contractor shall remove and destroy any
> markings identifying the property as Government property prior to
> disposing of the property.
>
> \(iii\) The Contracting Officer may require the Contractor to
> demilitarize the property prior to shipment or disposal. Any equitable
> adjustment incident to the Contracting Officer\'s direction to
> demilitarize Government property shall be made in accordance with
> paragraph (h) of this clause.
>
> \(9\) Disposal proceeds. The Contractor shall credit the net proceeds
> from the disposal of Government property to the cost of work covered
> by this contract, or to the Government as directed by the Contracting
> Officer.
>
> \(10\) Subcontractor inventory disposal schedules. The Contractor
> shall require a subcontractor that is using property accountable under
> this contract at a subcontractor-managed site to submit inventory
> disposal schedules to the Contractor in sufficient time for the
> Contractor to comply with the requirements of paragraph (i)(4) of this
> clause.
>
> \(j\) Abandonment of Government property. (1) The Government will not
> abandon sensitive Government property without the Contractor\'s
> written consent;
>
> \(2\) The Government, upon notice to the Contractor, may abandon any
> nonsensitive Government property in place at which time all
> obligations of the Government regarding such abandoned property shall
> cease.
>
> \(3\) The Government has no obligation to restore or rehabilitate the
> Contractor\'s premises under any circumstances; however, if
> Government-furnished property is withdrawn or is unsuitable for the
> intended use, or if other Government property is substituted, then the
> equitable adjustment under paragraph (h) of this clause may properly
> include restoration or rehabilitation costs.
>
> \(k\) *Communications.* All communications under this clause shall be
> in writing.
>
> \(l\) *Overseas contracts.* If this contract is to be performed
> outside the United States and its outlying areas the words
> "Government" and "Government-furnished" (wherever they appear in this
> clause) shall be construed as "United States Government" and "United
> States Government-furnished," respectively.

58. []{#__RefHeading___Toc129419738 .anchor}**52.245-19 Government
    Property Furnished \"As Is\" (APR 1984)**

> \(a\) The Government makes no warranty whatsoever with respect to
> Government property furnished "as is," except that the property is in
> the same condition when placed at the f.o.b. point specified in the
> solicitation as when inspected by the Contractor pursuant to the
> solicitation or, if not inspected by the Contractor, as when last
> available for inspection under the solicitation.
>
> \(b\) The Contractor may repair any property made available on an "as
> is" basis. Such repair will be at the Contractor\'s expense except as
> otherwise provided in this clause. Such property may be modified at
> the Contractor\'s expense, but only with the written permission of the
> Contracting Officer. Any repair or modification of property furnished
> "as is" shall not affect the title of the Government.
>
> \(c\) If there is any change in the condition of Government property
> furnished "as is" from the time inspected or last available for
> inspection under the solicitation to the time placed on board at the
> location specified in the solicitation, and such change will adversely
> affect the Contractor, the Contractor shall, upon receipt of the
> property, notify the Contracting Officer detailing the facts and, as
> directed by the Contracting Officer, either (1) return such property
> at the Government\'s expense or otherwise dispose of the property or
> (2) effect repairs to return the property to its condition when
> inspected under the solicitation or, if not inspected, last available
> for inspection under the solicitation. After completing the directed
> action and upon written request of the Contractor, the Contracting
> Officer shall equitably adjust any contractual provisions affected by
> the return, disposition, or repair in accordance with the procedures
> provided for in the Changes clause of this contract. The foregoing
> provisions for adjustment are the exclusive remedy available to the
> Contractor, and the Government shall not be otherwise liable for any
> delivery of Government property furnished "as is" in a condition other
> than that in which it was originally offered.
>
> \(d\) Except as otherwise provided in this clause, Government property
> furnished "as is" shall be governed by the Government Property clause
> of this contract.

59. []{#__RefHeading___Toc129419739 .anchor}**52.246-25 Limitation of
    Liability - Services (FEB 1997)**

> \(a\) Except as provided in paragraphs (b) and (c) below, and except
> to the extent that the Contractor is expressly responsible under this
> contract for deficiencies in the services required to be performed
> under it (including any materials furnished in conjunction with those
> services), the Contractor shall not be liable for loss of or damage to
> property of the Government that -
>
> \(1\) Occurs after Government acceptance of services performed under
> this contract; and
>
> \(2\) Results from any defects or deficiencies in the services
> performed or materials furnished.
>
> \(b\) The limitation of liability under paragraph (a) above shall not
> apply when a defect or deficiency in, or the Government\'s acceptance
> of, services performed or materials furnished results from willful
> misconduct or lack of good faith on the part of any of the
> Contractor\'s managerial personnel. The term "Contractor\'s managerial
> personnel," as used in this clause, means the Contractor\'s directors,
> officers, and any of the Contractor\'s managers, superintendents, or
> equivalent representatives who have supervision or direction of -
>
> \(1\) All or substantially all of the Contractor\'s business;
>
> \(2\) All or substantially all of the Contractor\'s operations at any
> one plant, laboratory, or separate location at which the contract is
> being performed; or
>
> \(3\) A separate and complete major industrial operation connected
> with the performance of this contract.
>
> \(c\) If the Contractor carries insurance, or has established a
> reserve for self-insurance, covering liability for loss or damage
> suffered by the Government through the Contractor\'s performance of
> services or furnishing of materials under this contract, the
> Contractor shall be liable to the Government, to the extent of such
> insurance or reserve, for loss of or damage to property of the
> Government occurring after Government acceptance of, and resulting
> from any defects and deficiencies in, services performed or materials
> furnished under this contract.

60. []{#__RefHeading___Toc129419740 .anchor}**52.248-1 Value Engineering
    (FEB 2000)**

> \(a\) *General*. The Contractor is encouraged to develop, prepare, and
> submit value engineering change proposals (VECP\'s) voluntarily. The
> Contractor shall share in any net acquisition savings realized from
> accepted VECP\'s, in accordance with the incentive sharing rates in
> paragraph (f) below.
>
> \(b\) *Definitions*.
>
> "Acquisition savings," as used in this clause, means savings resulting
> from the application of a VECP to contracts awarded by the same
> contracting office or its successor for essentially the same unit.
> Acquisition savings include -
>
> \(1\) Instant contract savings, which are the net cost reductions on
> this, the instant contract, and which are equal to the instant unit
> cost reduction multiplied by the number of instant contract units
> affected by the VECP, less the Contractor\'s allowable development and
> implementation costs;
>
> \(2\) Concurrent contract savings, which are net reductions in the
> prices of other contracts that are definitized and ongoing at the time
> the VECP is accepted; and
>
> \(3\) Future contract savings, which are the product of the future
> unit cost reduction multiplied by the number of future contract units
> in the sharing base. On an instant contract, future contract savings
> include savings on increases in quantities after VECP acceptance that
> are due to contract modifications, exercise of options, additional
> orders, and funding of subsequent year requirements on a multiyear
> contract.
>
> "Collateral savings," as used in this clause, means those measurable
> net reductions resulting from a VECP in the agency\'s overall
> projected collateral costs, exclusive of acquisition savings, whether
> or not the acquisition cost changes.
>
> "Contracting office" includes any contracting office that the
> acquisition is transferred to, such as another branch of the agency or
> another agency\'s office that is performing a joint acquisition
> action.
>
> "Contractor\'s development and implementation costs," as used in this
> clause, means those costs the Contractor incurs on a VECP specifically
> in developing, testing, preparing, and submitting the VECP, as well as
> those costs the Contractor incurs to make the contractual changes
> required by Government acceptance of a VECP.
>
> "Future unit cost reduction," as used in this clause, means the
> instant unit cost reduction adjusted as the Contracting Officer
> considers necessary for projected learning or changes in quantity
> during the sharing period. It is calculated at the time the VECP is
> accepted and applies either -
>
> \(1\) Throughout the sharing period, unless the Contracting Officer
> decides that recalculation is necessary because conditions are
> significantly different from those previously anticipated; or
>
> \(2\) To the calculation of a lump-sum payment, which cannot later be
> revised.
>
> "Government costs," as used in this clause, means those agency costs
> that result directly from developing and implementing the VECP, such
> as any net increases in the cost of testing, operations, maintenance,
> and logistics support. The term does not include the normal
> administrative costs of processing the VECP or any increase in this
> contract\'s cost or price resulting from negative instant contract
> savings.
>
> "Instant contract," as used in this clause, means this contract, under
> which the VECP is submitted. It does not include increases in
> quantities after acceptance of the VECP that are due to contract
> modifications, exercise of options, or additional orders. If this is a
> multiyear contract, the term does not include quantities funded after
> VECP acceptance. If this contract is a fixed-price contract with
> prospective price redetermination, the term refers to the period for
> which firm prices have been established.
>
> "Instant unit cost reduction" means the amount of the decrease in unit
> cost of performance (without deducting any Contractor\'s development
> or implementation costs) resulting from using the VECP on this, the
> instant contract. If this is a service contract, the instant unit cost
> reduction is normally equal to the number of hours per line-item task
> saved by using the VECP on this contract, multiplied by the
> appropriate contract labor rate.
>
> "Negative instant contract savings" means the increase in the cost or
> price of this contract when the acceptance of a VECP results in an
> excess of the Contractor\'s allowable development and implementation
> costs over the product of the instant unit cost reduction multiplied
> by the number of instant contract units affected.
>
> "Net acquisition savings" means total acquisition savings, including
> instant, concurrent, and future contract savings, less Government
> costs.
>
> "Sharing base," as used in this clause, means the number of affected
> end items on contracts of the contracting office accepting the VECP.
>
> "Sharing period," as used in this clause, means the period beginning
> with acceptance of the first unit incorporating the VECP and ending at
> a calendar date or event determined by the contracting officer for
> each VECP.
>
> "Unit," as used in this clause, means the item or task to which the
> Contracting Officer and the Contractor agree the VECP applies.
>
> "Value engineering change proposal (VECP)" means a proposal that -
>
> \(1\) Requires a change to this, the instant contract, to implement;
> and
>
> \(2\) Results in reducing the overall projected cost to the agency
> without impairing essential functions or characteristics; *provided*,
> that it does not involve a change
>
> \(i\) In deliverable end item quantities only;
>
> \(ii\) In research and development (R&D) end items or R&D test
> quantities that is due solely to results of previous testing under
> this contract; or
>
> \(iii\) To the contract type only.
>
> \(c\) *VECP preparation*. As a minimum, the Contractor shall include
> in each VECP the information described in paragraphs (c)(1) through
> (8) of this clause. If the proposed change is affected by
> contractually required configuration management or similar procedures,
> the instructions in those procedures relating to format,
> identification, and priority assignment shall govern VECP preparation.
> The VECP shall include the following:
>
> \(1\) A description of the difference between the existing contract
> requirement and the proposed requirement, the comparative advantages
> and disadvantages of each, a justification when an item\'s function or
> characteristics are being altered, the effect of the change on the end
> item\'s performance, and any pertinent objective test data.
>
> \(2\) A list and analysis of the contract requirements that must be
> changed if the VECP is accepted, including any suggested specification
> revisions.
>
> \(3\) Identification of the unit to which the VECP applies.
>
> \(4\) A separate, detailed cost estimate for (i) the affected portions
> of the existing contract requirement and (ii) the VECP. The cost
> reduction associated with the VECP shall take into account the
> Contractor\'s allowable development and implementation costs,
> including any amount attributable to subcontracts under the
> Subcontracts paragraph of this clause, below.
>
> \(5\) A description and estimate of costs the Government may incur in
> implementing the VECP, such as test and evaluation and operating and
> support costs.
>
> \(6\) A prediction of any effects the proposed change would have on
> collateral costs to the agency.
>
> \(7\) A statement of the time by which a contract modification
> accepting the VECP must be issued in order to achieve the maximum cost
> reduction, noting any effect on the contract completion time or
> delivery schedule.
>
> \(8\) Identification of any previous submissions of the VECP,
> including the dates submitted, the agencies and contract numbers
> involved, and previous Government actions, if known.
>
> \(d\) *Submission*. The Contractor shall submit VECP\'s to the
> Contracting Officer, unless this contract states otherwise. If this
> contract is administered by other than the contracting office, the
> Contractor shall submit a copy of the VECP simultaneously to the
> Contracting Officer and to the Administrative Contracting Officer.
>
> \(e\) *Government action*.
>
> \(1\) The Contracting Officer will notify the Contractor of the status
> of the VECP within 45 calendar days after the contracting office
> receives it. If additional time is required, the Contracting Officer
> will notify the Contractor within the 45-day period and provide the
> reason for the delay and the expected date of the decision. The
> Government will process VECP\'s expeditiously; however, it will not be
> liable for any delay in acting upon a VECP.
>
> \(2\) If the VECP is not accepted, the Contracting Officer will notify
> the Contractor in writing, explaining the reasons for rejection. The
> Contractor may withdraw any VECP, in whole or in part, at any time
> before it is accepted by the Government. The Contracting Officer may
> require that the Contractor provide written notification before
> undertaking significant expenditures for VECP effort.
>
> \(3\) Any VECP may be accepted, in whole or in part, by the
> Contracting Officer\'s award of a modification to this contract citing
> this clause and made either before or within a reasonable time after
> contract performance is completed. Until such a contract modification
> applies a VECP to this contract, the Contractor shall perform in
> accordance with the existing contract. The decision to accept or
> reject all or part of any VECP is a unilateral decision made solely at
> the discretion of the Contracting Officer.
>
> \(f\) *Sharing rates*. If a VECP is accepted, the Contractor shall
> share in net acquisition savings according to the percentages shown in
> the table below. The percentage paid the Contractor depends upon -
>
> \(1\) This contract\'s type (fixed-price, incentive, or
> cost-reimbursement);
>
> \(2\) The sharing arrangement specified in paragraph (a) of this
> clause (incentive, program requirement, or a combination as delineated
> in the Schedule); and
>
> \(3\) The source of the savings (the instant contract, or concurrent
> and future contracts), as follows:

**TABLE OMITTED**

> \(g\) *Calculating net acquisition savings*. (1) Acquisition savings
> are realized when (i) the cost or price is reduced on the instant
> contract, (ii) reductions are negotiated in concurrent contracts,
> (iii) future contracts are awarded, or (iv) agreement is reached on a
> lump-sum payment for future contract savings (see subparagraph (i)(4)
> below). Net acquisition savings are first realized, and the Contractor
> shall be paid a share, when Government costs and any negative instant
> contract savings have been fully offset against acquisition savings.
>
> \(2\) Except in incentive contracts, Government costs and any price or
> cost increases resulting from negative instant contract savings shall
> be offset against acquisition savings each time such savings are
> realized until they are fully offset. Then, the Contractor\'s share is
> calculated by multiplying net acquisition savings by the appropriate
> Contractor\'s percentage sharing rate (see paragraph (f) of this
> clause). Additional Contractor shares of net acquisition savings shall
> be paid to the Contractor at the time realized.
>
> \(3\) If this is an incentive contract, recovery of Government costs
> on the instant contract shall be deferred and offset against
> concurrent and future contract savings. The Contractor shall share
> through the contract incentive structure in savings on the instant
> contract items affected. Any negative instant contract savings shall
> be added to the target cost or to the target price and ceiling price,
> and the amount shall be offset against concurrent and future contract
> savings.
>
> \(4\) If the Government does not receive and accept all items on which
> it paid the Contractor\'s share, the Contractor shall reimburse the
> Government for the proportionate share of these payments.
>
> \(h\) *Contract adjustment*. The modification accepting the VECP (or a
> subsequent modification issued as soon as possible after any
> negotiations are completed) shall -
>
> \(1\) Reduce the contract price or estimated cost by the amount of
> instant contract savings, unless this is an incentive contract;
>
> \(2\) When the amount of instant contract savings is negative,
> increase the contract price, target price and ceiling price, target
> cost, or estimated cost by that amount;
>
> \(3\) Specify the Contractor\'s dollar share per unit on future
> contracts, or provide the lump-sum payment;
>
> \(4\) Specify the amount of any Government costs or negative instant
> contract savings to be offset in determining net acquisition savings
> realized from concurrent or future contract savings; and
>
> \(5\) Provide the Contractor\'s share of any net acquisition savings
> under the instant contract in accordance with the following:
>
> \(i\) Fixed-price contracts - add to contract price.
>
> \(ii\) Cost-reimbursement contracts - add to contract fee.
>
> \(i\) *Concurrent and future contract savings*. (1) Payments of the
> Contractor\'s share of concurrent and future contract savings shall be
> made by a modification to the instant contract in accordance with
> subparagraph (h)(5) above. For incentive contracts, shares shall be
> added as a separate firm-fixed-price line item on the instant
> contract. The Contractor shall maintain records adequate to identify
> the first delivered unit for 3 years after final payment under this
> contract.
>
> \(2\) The Contracting Officer shall calculate the Contractor\'s share
> of concurrent contract savings by -
>
> \(i\) Subtracting from the reduction in price negotiated on the
> concurrent contract any Government costs or negative instant contract
> savings not yet offset; and
>
> \(ii\) Multiplying the result by the Contractor\'s sharing rate.
>
> \(3\) The Contracting Officer shall calculate the Contractor\'s share
> of future contract savings by -
>
> \(i\) Multiplying the future unit cost reduction by the number of
> future contract units scheduled for delivery during the sharing
> period;
>
> \(ii\) Subtracting any Government costs or negative instant contract
> savings not yet offset; and
>
> \(iii\) Multiplying the result by the Contractor\'s sharing rate.
>
> \(4\) When the Government wishes and the Contractor agrees, the
> Contractor\'s share of future contract savings may be paid in a single
> lump sum rather than in a series of payments over time as future
> contracts are awarded. Under this alternate procedure, the future
> contract savings may be calculated when the VECP is accepted, on the
> basis of the Contracting Officer\'s forecast of the number of units
> that will be delivered during the sharing period. The Contractor\'s
> share shall be included in a modification to this contract (see
> paragraph (h)(3) of this clause) and shall not be subject to
> subsequent adjustment.
>
> \(5\) *Alternate no-cost settlement method*. When, in accordance with
> subsection 48.104-4 of the Federal Acquisition Regulation, the
> Government and the Contractor mutually agree to use the no-cost
> settlement method, the following applies:
>
> \(i\) The Contractor will keep all the savings on the instant contract
> and on its concurrent contracts only.
>
> \(ii\) The Government will keep all the savings resulting from
> concurrent contracts placed on other sources, savings from all future
> contracts, and all collateral savings.
>
> \(j\) *Collateral savings*. If a VECP is accepted, the Contracting
> Officer will increase the instant contract amount, as specified in
> paragraph (h)(5) of this clause, by a rate from 20 to 100 percent, as
> determined by the Contracting Officer, of any projected collateral
> savings determined to be realized in a typical year of use after
> subtracting any Government costs not previously offset. However, the
> Contractor\'s share of collateral savings will not exceed the
> contract\'s firm-fixed-price, target price, target cost, or estimated
> cost, at the time the VECP is accepted, or \$100,000, whichever is
> greater. The Contracting Officer will be the sole determiner of the
> amount of collateral savings.
>
> \(k\) *Relationship to other incentives*. Only those benefits of an
> accepted VECP not rewardable under performance, design-to-cost
> (production unit cost, operating and support costs, reliability and
> maintainability), or similar incentives shall be rewarded under this
> clause. However, the targets of such incentives affected by the VECP
> shall not be adjusted because of VECP acceptance. If this contract
> specifies targets but provides no incentive to surpass them, the value
> engineering sharing shall apply only to the amount of achievement
> better than target.
>
> \(l\) *Subcontracts*. The Contractor shall include an appropriate
> value engineering clause in any subcontract of \$100,000 or more and
> may include one in subcontracts of lesser value. In calculating any
> adjustment in this contract\'s price for instant contract savings (or
> negative instant contract savings), the Contractor\'s allowable
> development and implementation costs shall include any
> subcontractor\'s allowable development and implementation costs, and
> any value engineering incentive payments to a subcontractor, clearly
> resulting from a VECP accepted by the Government under this contract.
> The Contractor may choose any arrangement for subcontractor value
> engineering incentive payments, *provided*, that the payments shall
> not reduce the Government\'s share of concurrent or future contract
> savings or collateral savings.
>
> \(m\) *Data*. The Contractor may restrict the Government\'s right to
> use any part of a VECP or the supporting data by marking the following
> legend on the affected parts:
>
> These data, furnished under the Value Engineering clause of contract
> \_\_\_\_\_\_\_\_, shall not be disclosed outside the Government or
> duplicated, used, or disclosed, in whole or in part, for any purpose
> other than to evaluate a value engineering change proposal submitted
> under the clause. This restriction does not limit the Government\'s
> right to use information contained in these data if it has been
> obtained or is otherwise available from the Contractor or from another
> source without limitations.
>
> If a VECP is accepted, the Contractor hereby grants the Government
> unlimited rights in the VECP and supporting data, except that, with
> respect to data qualifying and submitted as limited rights technical
> data, the Government shall have the rights specified in the contract
> modification implementing the VECP and shall appropriately mark the
> data. (The terms "unlimited rights" and "limited rights" are defined
> in Part 27 of the Federal Acquisition Regulation.)

61. []{#__RefHeading___Toc129419741 .anchor}**52.249-6 Termination
    (Cost-Reimbursement) (MAY 2004) - Alternate IV (SEP 1996)**

> \(a\) The Government may terminate performance of work under this
> contract in whole or, from time to time, in part, if -
>
> \(1\) The Contracting Officer determines that a termination is in the
> Government\'s interest; or
>
> \(2\) The Contractor defaults in performing this contract and fails to
> cure the default within 10 days (unless extended by the Contracting
> Officer) after receiving a notice specifying the default. "Default"
> includes failure to make progress in the work so as to endanger
> performance.
>
> \(b\) The Contracting Officer shall terminate by delivering to the
> Contractor a Notice of Termination specifying whether termination is
> for default of the Contractor or for convenience of the Government,
> the extent of termination, and the effective date. If, after
> termination for default, it is determined that the Contractor was not
> in default or that the Contractor\'s failure to perform or to make
> progress in performance is due to causes beyond the control and
> without the fault or negligence of the Contractor as set forth in the
> Excusable Delays clause, the rights and obligations of the parties
> will be the same as if the termination was for the convenience of the
> Government.
>
> \(c\) After receipt of a Notice of Termination, and except as directed
> by the Contracting Officer, the Contractor shall immediately proceed
> with the following obligations, regardless of any delay in determining
> or adjusting any amounts due under this clause:
>
> \(1\) Stop work as specified in the notice.
>
> \(2\) Place no further subcontracts or orders (referred to as
> subcontracts in this clause), except as necessary to complete the
> continued portion of the contract.
>
> \(3\) Terminate all subcontracts to the extent they relate to the work
> terminated.
>
> \(4\) Assign to the Government, as directed by the Contracting
> Officer, all right, title, and interest of the Contractor under the
> subcontracts terminated, in which case the Government shall have the
> right to settle or to pay any termination settlement proposal arising
> out of those terminations.
>
> \(5\) With approval or ratification to the extent required by the
> Contracting Officer, settle all outstanding liabilities and
> termination settlement proposals arising from the termination of
> subcontracts, the cost of which would be reimbursable in whole or in
> part, under this contract; approval or ratification will be final for
> purposes of this clause.
>
> \(6\) Transfer title (if not already transferred) and, as directed by
> the Contracting Officer, deliver to the Government -
>
> \(i\) The fabricated or unfabricated parts, work in process, completed
> work, supplies, and other material produced or acquired for the work
> terminated;
>
> \(ii\) The completed or partially completed plans, drawings,
> information, and other property that, if the contract had been
> completed, would be required to be furnished to the Government; and
>
> \(iii\) The jigs, dies, fixtures, and other special tools and tooling
> acquired or manufactured for this contract, the cost of which the
> Contractor has been or will be reimbursed under this contract.
>
> \(7\) Complete performance of the work not terminated.
>
> \(8\) Take any action that may be necessary, or that the Contracting
> Officer may direct, for the protection and preservation of the
> property related to this contract that is in the possession of the
> Contractor and in which the Government has or may acquire an interest.
>
> \(9\) Use its best efforts to sell, as directed or authorized by the
> Contracting Officer, any property of the types referred to in
> subparagraph (c)(6) of this clause; *provided, however*, that the
> Contractor (i) is not required to extend credit to any purchaser and
> (ii) may acquire the property under the conditions prescribed by, and
> at prices approved by, the Contracting Officer. The proceeds of any
> transfer or disposition will be applied to reduce any payments to be
> made by the Government under this contract, credited to the price or
> cost of the work, or paid in any other manner directed by the
> Contracting Officer.
>
> \(d\) The Contractor shall submit complete termination inventory
> schedules no later than 120 days from the effective date of
> termination, unless extended in writing by the Contracting Officer
> upon written request of the Contractor within this 120-day period.
>
> \(e\) After expiration of the plant clearance period as defined in
> Subpart 49.001 of the Federal Acquisition Regulation, the Contractor
> may submit to the Contracting Officer a list, certified as to quantity
> and quality, of termination inventory not previously disposed of,
> excluding items authorized for disposition by the Contracting Officer.
> The Contractor may request the Government to remove those items or
> enter into an agreement for their storage. Within 15 days, the
> Government will accept the items and remove them or enter into a
> storage agreement. The Contracting Officer may verify the list upon
> removal of the items, or if stored, within 45 days from submission of
> the list, and shall correct the list, as necessary, before final
> settlement.
>
> \(f\) After termination, the Contractor shall submit a final
> termination settlement proposal to the Contracting Officer in the form
> and with the certification prescribed by the Contracting Officer. The
> Contractor shall submit the proposal promptly, but no later than 1
> year from the effective date of termination, unless extended in
> writing by the Contracting Officer upon written request of the
> Contractor within this 1-year period. However, if the Contracting
> Officer determines that the facts justify it, a termination settlement
> proposal may be received and acted on after 1 year or any extension.
> If the Contractor fails to submit the proposal within the time
> allowed, the Contracting Officer may determine, on the basis of
> information available, the amount, if any, due the Contractor because
> of the termination and shall pay the amount determined.
>
> \(g\) Subject to paragraph (f) of this clause, the Contractor and the
> Contracting Officer may agree on the whole or any part of the amount
> to be paid (including an allowance for fee) because of the
> termination. The contract shall be amended, and the Contractor paid
> the agreed amount.
>
> \(h\) If the Contractor and the Contracting Officer fail to agree in
> whole or in part on the amount to be paid because of the termination
> of work, the Contracting Officer shall determine, on the basis of
> information available, the amount, if any, due the Contractor and
> shall pay the amount determined as follows:
>
> \(1\) If the termination is for the convenience of the Government,
> include -
>
> \(i\) An amount for direct labor hours (as defined in the Schedule of
> the contract) determined by multiplying the number of direct labor
> hours expended before the effective date of termination by the hourly
> rate(s) in the Schedule, less any hourly rate payments already made to
> the Contractor;
>
> \(ii\) An amount (computed under the provisions for payment of
> materials) for material expenses incurred before the effective date of
> termination, not previously paid to the Contractor;
>
> \(iii\) An amount for labor and material expenses computed as if the
> expenses were incurred before the effective date of termination, if
> they are reasonably incurred after the effective date, with the
> approval of or as directed by the Contracting Officer; however, the
> Contractor shall discontinue these expenses as rapidly as practicable;
>
> \(iv\) If not included in subdivision (h)(1)(i), (ii), or (iii) of
> this clause, the cost of settling and paying termination settlement
> proposals under terminated subcontracts that are properly chargeable
> to the terminated portion of the contract; and
>
> \(v\) The reasonable costs of settlement of the work terminated,
> including -
>
> \(A\) Accounting, legal, clerical, and other expenses reasonably
> necessary for the preparation of termination settlement proposals and
> supporting data;
>
> \(B\) The termination and settlement of subcontracts (excluding the
> amounts of such settlements); and
>
> \(C\) Storage, transportation, and other costs incurred, reasonably
> necessary for the protection or disposition of the termination
> inventory.
>
> \(2\) If the termination is for default of the Contractor, include the
> amounts computed under subparagraph (h)(1) of this clause but omit -
>
> \(i\) Any amount for preparation of the Contractor\'s termination
> settlement proposal; and
>
> \(ii\) The portion of the hourly rate allocable to profit for any
> direct labor hours expended in furnishing materials and services not
> delivered to and accepted by the Government.
>
> \(i\) The cost principles and procedures in Part 31 of the Federal
> Acquisition Regulation, in effect on the date of this contract, shall
> govern all costs claimed, agreed to, or determined under this clause.
>
> \(j\) The Contractor shall have the right of appeal, under the
> Disputes clause, from any determination made by the Contracting
> Officer under paragraph (f), (h), or (l) of this clause, except that
> if the Contractor failed to submit the termination settlement proposal
> within the time provided in paragraph (f) and failed to request a time
> extension, there is no right of appeal. If the Contracting Officer has
> made a determination of the amount due under paragraph (f), (h) or (l)
> of this clause, the Government shall pay the Contractor -
>
> \(1\) The amount determined by the Contracting Officer if there is no
> right of appeal or if no timely appeal has been taken; or
>
> \(2\) The amount finally determined on an appeal.
>
> \(k\) In arriving at the amount due the Contractor under this clause,
> there shall be deducted -
>
> \(1\) All unliquidated advance or other payments to the Contractor,
> under the terminated portion of this contract;
>
> \(2\) Any claim which the Government has against the Contractor under
> this contract; and
>
> \(3\) The agreed price for, or the proceeds of sale of materials,
> supplies, or other things acquired by the Contractor or sold under
> this clause and not recovered by or credited to the Government.
>
> \(l\) If the termination is partial, the Contractor may file with the
> Contracting Officer a proposal for an equitable adjustment of price(s)
> for the continued portion of the contract. The Contracting Officer
> shall make any equitable adjustment agreed upon. Any proposal by the
> Contractor for an equitable adjustment under this clause shall be
> requested within 90 days from the effective date of termination,
> unless extended in writing by the Contracting Officer.
>
> \(m\) (1) The Government may, under the terms and conditions it
> prescribes, make partial payments and payments against costs incurred
> by the Contractor for the terminated portion of the contract, if the
> Contracting Officer believes the total of these payments will not
> exceed the amount to which the Contractor will be entitled.
>
> \(2\) If the total payments exceed the amount finally determined to be
> due, the Contractor shall repay the excess to the Government upon
> demand, together with interest computed at the rate established by the
> Secretary of the Treasury under 50 U.S.C. App. 1215(b)(2). Interest
> shall be computed for the period from the date the excess payment is
> received by the Contractor to the date the excess is repaid. Interest
> shall not be charged on any excess payment due to a reduction in the
> Contractor\'s termination settlement proposal because of retention or
> other disposition of termination inventory until 10 days after the
> date of the retention or disposition, or a later date determined by
> the Contracting Officer because of the circumstances.
>
> \(n\) The provisions of this clause relating to fee are inapplicable
> if this contract does not include a fee.

62. []{#__RefHeading___Toc129419742 .anchor}**52.249-14 Excusable Delays
    (APR 1984)**

> \(a\) Except for defaults of subcontractors at any tier, the
> Contractor shall not be in default because of any failure to perform
> this contract under its terms if the failure arises from causes beyond
> the control and without the fault or negligence of the Contractor.
> Examples of these causes are (1) acts of God or of the public enemy,
> (2) acts of the Government in either its sovereign or contractual
> capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine
> restrictions, (7) strikes, (8) freight embargoes, and (9) unusually
> severe weather. In each instance, the failure to perform must be
> beyond the control and without the fault or negligence of the
> Contractor. "Default" includes failure to make progress in the work so
> as to endanger performance.
>
> \(b\) If the failure to perform is caused by the failure of a
> subcontractor at any tier to perform or make progress, and if the
> cause of the failure was beyond the control of both the Contractor and
> subcontractor, and without the fault or negligence of either, the
> Contractor shall not be deemed to be in default, unless -
>
> \(1\) The subcontracted supplies or services were obtainable from
> other sources;
>
> \(2\) The Contracting Officer ordered the Contractor in writing to
> purchase these supplies or services from the other source; and
>
> \(3\) The Contractor failed to comply reasonably with this order.
>
> \(c\) Upon request of the Contractor, the Contracting Officer shall
> ascertain the facts and extent of the failure. If the Contracting
> Officer determines that any failure to perform results from one or
> more of the causes above, the delivery schedule shall be revised,
> subject to the rights of the Government under the termination clause
> of this contract.

63. []{#__RefHeading___Toc129419743 .anchor}**52.251-1 Government Supply
    Sources (APR 1984)**

> The Contracting Officer may issue the Contractor an authorization to
> use Government supply sources in the performance of this contract.
> Title to all property acquired by the Contractor under such an
> authorization shall vest in the Government unless otherwise specified
> in the contract. Such property shall not be considered to be
> "Government-furnished property," as distinguished from "Government
> property." The provisions of the clause entitled "Government
> Property," except its paragraphs (a) and (b), shall apply to all
> property acquired under such authorization.

64. []{#__RefHeading___Toc129419744 .anchor}**52.253-1 Computer
    Generated Forms (JAN 1991)**

> \(a\) Any data required to be submitted on a Standard or Optional Form
> prescribed by the Federal Acquisition Regulation (FAR) may be
> submitted on a computer generated version of the form, *provided*
> there is no change to the name, content, or sequence of the data
> elements on the form, and provided the form carries the Standard or
> Optional Form number and edition date.
>
> \(b\) Unless prohibited by agency regulations, any data required to be
> submitted on an agency unique form prescribed by an agency supplement
> to the FAR may be submitted on a computer generated version of the
> form provided there is no change to the name, content, or sequence of
> the data elements on the form and provided the form carries the agency
> form number and edition date.
>
> \(c\) If the Contractor submits a computer generated version of a form
> that is different than the required form, then the rights and
> obligations of the parties will be determined based on the content of
> the required form.

65. []{#__RefHeading___Toc129419745 .anchor}**952.203-70 Whistleblower
    Protection for Contractor Employees (DEC 2000)**

> \(a\) The contractor shall comply with the requirements of \"DOE
> Contractor Employee Protection Program\" at 10 CFR part 708 for work
> performed on behalf of DOE directly related to activities at DOE-owned
> or-leased sites.
>
> \(b\) The contractor shall insert or have inserted the substance of
> this clause, including this paragraph (b), in subcontracts at all
> tiers, for subcontracts involving work performed on behalf of DOE
> directly related to activities at DOE-owned or leased sites.

66. []{#__RefHeading___Toc129419746 .anchor}**952.204-2 Security (MAY
    2002)**

> \(a\) Responsibility. It is the contractor\'s duty to safeguard all
> classified information, special nuclear material, and other DOE
> property. The contractor shall, in accordance with DOE security
> regulations and requirements, be responsible for safeguarding all
> classified information and protecting against sabotage, espionage,
> loss or theft of the classified documents and material in the
> contractor\'s possession in connection with the performance of work
> under this contract. Except as otherwise expressly provided in this
> contract, the contractor shall, upon completion or termination of this
> contract, transmit to DOE any classified matter in the possession of
> the contractor or any person under the contractor\'s control in
> connection with performance of this contract. If retention by the
> contractor of any classified matter is required after the completion
> or termination of the contract, the contractor shall identify the
> items and types or categories of matter proposed for retention, the
> reasons for the retention of the matter, and the proposed period of
> retention. If the retention is approved by the contracting officer,
> the security provisions of the contract shall continue to be
> applicable to the matter retained. Special nuclear material shall not
> be retained after the completion or termination of the contract.
>
> \(b\) Regulations. The contractor agrees to comply with all security
> regulations and requirements of DOE in effect on the date of award.
>
> \(c\) Definition of classified information. The term \"classified
> information\" means Restricted Data, Formerly Restricted Data, or
> National Security Information.
>
> \(d\) Definition of restricted data. The term \"Restricted Data\"
> means all data concerning (1) design, manufacture, or utilization of
> atomic weapons; (2) the production of special nuclear material; or (3)
> the use of special nuclear material in the production of energy, but
> shall not include data declassified or removed from the Restricted
> Data category pursuant to Section 142 of the Atomic Energy Act of
> 1954, as amended.
>
> \(e\) Definition of formerly restricted data. The term \"Formerly
> Restricted Data\" means all data removed from the Restricted Data
> category under section 142 d. of the Atomic Energy Act of 1954, as
> amended.
>
> \(f\) Definition of National Security Information. The term \"National
> Security Information\" means any information or material, regardless
> of its physical form or characteristics, that is owned by, produced
> for or by, or is under the control of the United States Government,
> that has been determined pursuant to Executive Order 12356 or prior
> Orders to require protection against unauthorized disclosure, and
> which is so designated.
>
> \(g\) Definition of Special Nuclear Material (SNM). SNM means: (1)
> plutonium, uranium enriched in the isotope 233 or in the isotope 235,
> and any other material which pursuant to the provisions of Section 51
> of the Atomic Energy Act of 1954, as amended, has been determined to
> be special nuclear material, but does not include source material; or
> (2) any material artificially enriched by any of the foregoing, but
> does not include source material.
>
> \(h\) Security clearance of personnel. The contractor shall not permit
> any individual to have access to any classified information, except in
> accordance with the Atomic Energy Act of 1954, as amended, Executive
> Order 12356, and the DOE\'s regulations or requirements applicable to
> the particular level and category of classified information to which
> access is required.
>
> \(i\) Criminal liability. It is understood that disclosure of any
> classified information relating to the work or services ordered
> hereunder to any person not entitled to receive it, or failure to
> safeguard any classified information that may come to the contractor
> or any person under the contractor\'s control in connection with work
> under this contract, may subject the contractor, its agents,
> employees, or subcontractors to criminal liability under the laws of
> the United States. (See the Atomic Energy Act of 1954, as amended, 42
> U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and E.O. 12356.)
>
> \(j\) Foreign Ownership, Control or Influence.
>
> \(1\) The Contractor shall immediately provide the cognizant security
> office written notice of any change in the extent and nature of
> foreign ownership, control or influence over the Contractor which
> would affect any answer to the questions presented in the Certificate
> Pertaining to Foreign Interests, Standard Form 328 or the Foreign
> Ownership, Control or Influence questionnaire executed by the
> Contractor prior to the award of this contract. In addition, any
> notice of changes in ownership or control which are required to be
> reported to the Securities and Exchange Commission, the Federal Trade
> Commission, or the Department of Justice shall also be furnished
> concurrently to the Contracting Officer.
>
> \(2\) If a Contractor has changes involving foreign ownership, control
> or influence, DOE must determine whether the changes will pose an
> undue risk to the common defense and security. In making this
> determination, DOE will consider proposals made by the Contractor to
> avoid or mitigate foreign influences.
>
> \(3\) If the cognizant security office at any time determines that the
> Contractor is, or is potentially, subject to foreign ownership,
> control or influence, the Contractor shall comply with such
> instructions as the Contracting Officer shall provide in writing to
> safeguard any classified information or special nuclear material.
>
> \(4\) The Contractor agrees to insert terms that conform substantially
> to the language of this clause, including this paragraph, in all
> subcontracts under this contract that will require subcontractor
> employees to possess access authorizations. Additionally, the
> Contractor must require subcontractors to have an existing DOD or DOE
> Facility Clearance or submit a completed Certificate Pertaining to
> Foreign Interests, Standard Form 328, required in DEAR 952.204-73
> prior to award of a subcontract. Information to be provided by a
> subcontractor pursuant to this clause may be submitted directly to the
> Contracting Officer. For purposes of this clause, subcontractor means
> any subcontractor at any tier and the term "Contracting Officer" means
> the DOE Contracting Officer. When this clause is included in a
> subcontract, the term "Contractor" shall mean Subcontractor and the
> term "contract" shall mean subcontract.
>
> \(5\) The Contracting Officer may terminate this contract for default
> either if the Contractor fails to meet obligations imposed by this
> clause or if the Contractor creates a FOCI situation in order to avoid
> performance or a termination for default. The Contracting Officer may
> terminate this contract for convenience if the Contractor becomes
> subject to FOCI and for reasons other than avoidance of performance of
> the contract, cannot, or chooses not to, avoid or mitigate the FOCI
> problem.

67. []{#__RefHeading___Toc129419747 .anchor}**952.204-70
    Classification/Declassification (SEP 1997)**

> In the performance of work under this contract, the contractor or
> subcontractor shall comply with all provisions of the Department of
> Energy\'s regulations and mandatory DOE directives which apply to work
> involving the classification and declassification of information,
> documents, or material. In this section, \"information\" means facts,
> data, or knowledge itself; \"document\" means the physical medium on
> or in which information is recorded; and \"material\" means a product
> or substance which contains or reveals information, regardless of its
> physical form or characteristics. Classified information is
> \"Restricted Data\" and \"Formerly Restricted Data\" (classified under
> the Atomic Energy Act of 1954, as amended) and \"National Security
> Information\" (classified under Executive Order 12958 or prior
> Executive Orders). The original decision to classify or declassify
> information is considered an inherently Governmental function. For
> this reason, only Government personnel may serve as original
> classifiers, i.e., Federal Government Original Classifiers. Other
> personnel (Government or contractor) may serve as derivative
> classifiers which involves making classification decisions based upon
> classification guidance which reflect decisions made by Federal
> Government Original Classifiers.
>
> The contractor or subcontractor shall ensure that any document or
> material that may contain classified information is reviewed by either
> a Federal Government or a Contractor Derivative Classifier in
> accordance with classification regulations including mandatory DOE
> directives and classification/declassification guidance furnished to
> the contractor by the Department of Energy to determine whether it
> contains classified information prior to dissemination. For
> information which is not addressed in classification/declassification
> guidance, but whose sensitivity appears to warrant classification, the
> contractor or subcontractor shall ensure that such information is
> reviewed by a Federal Government Original Classifier.
>
> In addition, the contractor or subcontractor shall ensure that
> existing classified documents (containing either Restricted Data or
> Formerly Restricted Data or National Security Information) which are
> in its possession or under its control are periodically reviewed by a
> Federal Government or Contractor Derivative Declassifier in accordance
> with classification regulations, mandatory DOE directives and
> classification/declassification guidance furnished to the contractor
> by the Department of Energy to determine if the documents are no
> longer appropriately classified. Priorities for declassification
> review of classified documents shall be based on the degree of public
> and researcher interest and the likelihood of declassification upon
> review. Documents which no longer contain classified information are
> to be declassified. Declassified documents then shall be reviewed to
> determine if they are publicly releasable. Documents which are
> declassified and determined to be publicly releasable are to be made
> available to the public in order to maximize the public\'s access to
> as much Government information as possible while minimizing security
> costs.
>
> The contractor or subcontractor shall insert this clause in any
> subcontract which involves or may involve access to classified
> information.

68. []{#__RefHeading___Toc129419748 .anchor}**952.215-70 Key Personnel
    (DEC 2000)**

> \(a\) The personnel listed below or elsewhere in this contract Insert
> cross-reference, if applicable are considered essential to the work
> being performed under this contract. Before removing, replacing, or
> diverting any of the listed or specified personnel, the Contractor
> must: (1) Notify the Contracting Officer reasonably in advance; (2)
> submit justification (including proposed substitutions) in sufficient
> detail to permit evaluation of the impact on this contract; and (3)
> obtain the Contracting Officer\'s written approval. Notwithstanding
> the foregoing, if the Contractor deems immediate removal or suspension
> of any member of its management team is necessary to fulfill its
> obligation to maintain satisfactory standards of employee competency,
> conduct, and integrity under the clause at 48 CFR 970.5203-3,
> Contractor\'s Organization, the Contractor may remove or suspend such
> person at once, although the Contractor must notify Contracting
> Officer prior to or concurrently with such action.
>
> \(b\) The list of personnel may, with the consent of the contracting
> parties, be amended from time to time during the course of the
> contract to add or delete personnel.
>
> See the Clause in Section H entitled, "Key Personnel," for a listing
> of Key Personnel.

69. []{#__RefHeading___Toc129419749 .anchor}**952.224-70 Paperwork
    Reduction Act (APR 1984)**

> \(a\) In the event that it subsequently becomes a contractual
> requirement to collect or record information calling either for answer
> to identical questions from 10 or more persons other than Federal
> employees, or information from Federal employees which is to be used
> for statistical compilations of general public interest, the Paperwork
> Reduction Act will apply to this contract. No plan, questionnaire,
> interview guide, or other similar device for collecting information
> (whether repetitive or single-time) may be used without first
> obtaining clearance from the Office of Management and Budget (OMB).
>
> \(b\) The contractor shall request the required OMB clearance from the
> contracting officer before expending any funds or making public
> contacts for the collection of data. The authority to expend funds and
> to proceed with the collection of data shall be in writing by the
> contracting officer. The contractor must plan at least 90 days for OMB
> clearance. Excessive delay caused by the Government which arises out
> of causes beyond the control and without the fault or negligence of
> the contractor will be considered in accordance with the clause
> entitled \"Excusable Delays,\" if such clause is applicable. If not,
> the period of performance may be extended pursuant to this clause if
> approved by the contracting officer.

70. []{#__RefHeading___Toc129419750 .anchor}**952.226-74 Displaced
    Employee Hiring Preference (JUN 1997)**

> \(a\) Definition.
>
> Eligible employee means a current or former employee of a contractor
> or subcontractor employed at a Department of Energy Defense Nuclear
> Facility (1) whose position of employment has been, or will be,
> involuntarily terminated (except if terminated for cause), (2) who has
> also met the eligibility criteria contained in the Department of
> Energy guidance for contractor work force restructuring, as may be
> amended or supplemented from time to time, and (3) who is qualified
> for a particular job vacancy with the Department or one of its
> contractors with respect to work under its contract with the
> Department at the time the particular position is available.
>
> \(b\) Consistent with Department of Energy guidance for contractor
> work force restructuring, as may be amended or supplemented from time
> to time, the contractor agrees that it will provide a preference in
> hiring to an eligible employee to the extent practicable for work
> performed under this contract.
>
> \(c\) The requirements of this clause shall be included in
> subcontracts at any tier (except for subcontracts for commercial items
> pursuant to 41 U.S.C. 403) expected to exceed \$500,000.

71. []{#__RefHeading___Toc129419751 .anchor}**952.242-70 Technical
    Direction (DEC 2000)**

> \(a\) Performance of the work under this contract shall be subject to
> the technical direction of the DOE Contracting Officer\'s
> Representative (COR). The term \"technical direction\" is defined to
> include, without limitation:
>
> \(1\) Providing direction to the contractor that redirects contract
> effort, shift work emphasis between work areas or tasks, require
> pursuit of certain lines of inquiry, fill in details, or otherwise
> serve to accomplish the contractual Statement of Work.
>
> \(2\) Providing written information to the contractor that assists in
> interpreting drawings, specifications, or technical portions of the
> work description.
>
> \(3\) Reviewing and, where required by the contract, approving,
> technical reports, drawings, specifications, and technical information
> to be delivered by the contractor to the Government.
>
> \(b\) The contractor will receive a copy of the written COR
> designation from the contracting officer. It will specify the extent
> of the COR\'s authority to act on behalf of the contracting officer.
>
> \(c\) Technical direction must be within the scope of work stated in
> the contract. The COR does not have the authority to, and may not,
> issue any technical direction that:
>
> \(1\) Constitutes an assignment of additional work outside the
> Statement of Work;
>
> \(2\) Constitutes a change as defined in the contract clause entitled
> \"Changes;\"
>
> \(3\) In any manner causes an increase or decrease in the total
> estimated contract cost, the fee (if any), or the time required for
> contract performance;
>
> \(4\) Changes any of the expressed terms, conditions or specifications
> of the contract; or
>
> \(5\) Interferes with the contractor\'s right to perform the terms and
> conditions of the contract.
>
> \(d\) All technical direction shall be issued in writing by the COR.
>
> \(e\) The contractor must proceed promptly with the performance of
> technical direction duly issued by the COR in the manner prescribed by
> this clause and within its authority under the provisions of this
> clause. If, in the opinion of the contractor, any instruction or
> direction by the COR falls within one of the categories defined in
> (c)(1) through (c)(5) of this clause, the contractor must not proceed
> and must notify the Contracting Officer in writing within five (5)
> working days after receipt of any such instruction or direction and
> must request the Contracting Officer to modify the contract
> accordingly. Upon receiving the notification from the contractor, the
> Contracting Officer must:
>
> \(1\) Advise the contractor in writing within thirty (30) days after
> receipt of the contractor\'s letter that the technical direction is
> within the scope of the contract effort and does not constitute a
> change under the Changes clause of the contract;
>
> \(2\) Advise the contractor in writing within a reasonable time that
> the Government will issue a written change order; or
>
> \(3\) Advise the contractor in writing within a reasonable time not to
> proceed with the instruction or direction of the COR.
>
> \(f\) A failure of the contractor and Contracting Officer either to
> agree that the technical direction is within the scope of the contract
> or to agree upon the contract action to be taken with respect to the
> technical direction will be subject to the provisions of the clause
> entitled \"Disputes.\"

72. []{#__RefHeading___Toc129419752 .anchor}**952.251-70 Contractor
    Employee Travel Discounts (DEC 2000)**

> \(a\) The contractor shall take advantage of travel discounts offered
> to Federal contractor employee travelers by AMTRAK, hotels, motels, or
> car rental companies, when use of such discounts would result in lower
> overall trip costs and the discounted services are reasonably
> available. Vendors providing these services may require the contractor
> employee to furnish them a letter of identification signed by the
> authorized contracting officer.
>
> \(b\) Contracted airlines. Contractors are not eligible for GSA
> contract city pair fares.
>
> \(c\) Discount rail service. AMTRAK voluntarily offers discounts to
> Federal travelers on official business and sometimes extends those
> discounts to Federal contractor employees.
>
> \(d\) Hotels/motels. Many lodging providers extend their discount
> rates for Federal employees to Federal contractor employees.
>
> \(e\) Car rentals. The Military Traffic Management Command (MTMC) of
> the Department of Defense negotiates rate agreements with car rental
> companies that are available to Federal travelers on official
> business. Some car rental companies extend those discounts to Federal
> contractor employees.
>
> \(f\) Obtaining travel discounts.
>
> \(1\) To determine which vendors offer discounts to Government
> contractors, the contractor may review commercial publications such as
> the Official Airline guides Official Traveler, Innovata, or National
> Telecommunications. The contractor may also obtain this information
> from GSA contract Travel Management Centers or the Department of
> Defense\'s Commercial Travel Offices.
>
> \(2\) The vendor providing the service may require the Government
> contractor to furnish a letter signed by the contracting officer. The
> following illustrates a standard letter of identification.
>
> OFFICIAL AGENCY LETTERHEAD
>
> TO: Participating Vendor
>
> SUBJECT: OFFICIAL TRAVEL OF GOVERNMENT CONTRACTOR
>
> (FULL NAME OF TRAVELER), the bearer of this letter is an employee of
> (COMPANY NAME) which has a contract with this agency under Government
> contract (CONTRACT NUMBER). During the period of the contract (GIVE
> DATES), AND WITH THE APPROVAL OF THE CONTRACT VENDOR, the employee is
> eligible and authorized to use available travel discount rates in
> accordance with Government contracts and/or agreements. Government
> Contract City Pair fares are not available to Contractors.
>
> SIGNATURE, Title and telephone number of Contracting Officer

73. []{#__RefHeading___Toc129419753 .anchor}**970.5223-3 Workplace
    Substance Abuse Programs at DOE Sites (DEC 2000)**

> \(a\) Program Implementation. The contractor shall, consistent with 10
> CFR part 707, Workplace Substance Abuse Programs at DOE Sites,
> incorporated herein by reference with full force and effect, develop,
> implement, and maintain a workplace substance abuse program.
>
> \(b\) Remedies. In addition to any other remedies available to the
> Government, the contractor\'s failure to comply with the requirements
> of 10 CFR part 707 or to perform in a manner consistent with its
> approved program may render the contractor subject to: the suspension
> of contract payments, or, where applicable, a reduction in award fee;
> termination for default; and suspension or debarment.
>
> \(c\) Subcontracts. (1) The contractor agrees to notify the
> contracting officer reasonably in advance of, but not later than 30
> days prior to, the award of any subcontract the contractor believes
> may be subject to the requirements of 10 CFR part 707.
>
> \(2\) The DOE prime contractor shall require all subcontracts subject
> to the provisions of 10 CFR Part 707 to agree to develop and implement
> a workplace substance abuse program that complies with the
> requirements of 10 CFR part 707, Workplace Substance Abuse Programs at
> DOE Sites, as a condition for award of the subcontract. The DOE prime
> contractor shall review and approve each subcontractor\'s program, and
> shall periodically monitor each subcontractor\'s implementation of the
> program for effectiveness and compliance with 10 CFR Part 707.
>
> \(3\) The contractor agrees to include, and require the inclusion of,
> the requirements of this clause in all subcontracts, at any tier, that
> are subject to the provisions of 10 CFR part 707.

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