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11.07 CENTRAL CONTRACTOR REGISTRATION (ALTERNATE A) (OCT 2003/NOV 2003)

(a) DEFINITIONS. As used in this clause--

(1) Central Contractor Registration (CCR) database means the primary Government repository for Contractor

information required for the conduct of business with the Government.

(2) Commercial and Government Entity (CAGE) code means—

(i) A code assigned by the Defense Logistics Information Service (DLIS) to identify a

commercial or Government entity; or

(ii) A code assigned by a member of the North Atlantic Treaty Organization that

DLIS records and maintains in the CAGE master file. This type of code is known as an "NCAGE code."

(3) Data Universal Numbering Systems (DUNS) number means the 9-digit number assigned by Dun and

Bradstreet, Inc. (D&B) to identify unique business entities.

(4) 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 Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

(5) Registered in the CCR database means that—

(i) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number,

into the CCR database;

(ii) The Contractor's CAGE code is in the CCR database; and

(iii) The Government has validated all mandatory data fields and has marked the records "Active."

(b) (1) By submission of an offer, the offerer 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 offerer 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 identified the offerer'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 name.

(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. Offerers 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.

(B) (1) (0 Ifa 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.

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(ii) If the Contractor fails to comply with the requirements of paragraph (g)(l)(i) of this clause or fails to perform

the agreement at paragraph (g)(l)(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) Offerers 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.

(FAR 52.204-7/DFARS 252.204-7004)

11.22 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.

(FAR 52.203-10)

11.24 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.

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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)(l) 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:

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(a) 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.

(b) 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:

(a) Providing any information not specifically requested but necessary for an agency to make an

informed decision about initiation of a covered Federal action;

(b) Technical discussions regarding the preparation of an unsolicited proposal prior to its official

submission; and

(c) Capability presentations by persons seeking awards from an agency pursuant to the provisions of the

Small Business Act, as amended by Public Law 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 Hinds, in subparagraph (b)(l) of this clause, does not apply in

the case of—

(a) 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.

(b) 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,

(iii) DISCLOSURE.

(A) Each person 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

payments using nonappropriated funds (to INCLUDE profits from any covered Federal action), which would be prohibited under

subparagraph (b)(l) of this clause, if paid for with appropriated funds.

(B) 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

subdivision (A) of this clause. An event that materially affects the accuracy of the information reported includes—

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(a) 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;

(b) A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal

action; or

(c) A change in the officers), employee(s), or Members(s) contacted to influence or attempt to

influence a covered Federal action.

(C) 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.

(D) 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.

(iv) AGREEMENT. The Contractor agrees not to make any payment prohibited by this clause,

(v) PENALTIES.

(A) 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.

(B) Contractors may rely without liability on the representation made by their subcontractors in the

certification and disclosure form.

(vi) 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.

(FAR 52.203-12)

12.05 CHANGES - FIXED-PRICE (AUG 1987)

(a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes

within the general scope of this contract in any one or more of the following:

(1) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the

Government in accordance with the drawings, designs, or specifications.

(2) Method of shipment or packing.

(3) Place of delivery.

(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of

the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the

contract price, the delivery schedule, or both, and shall modify the contract.

(c) The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the

written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a

proposal submitted before final payment of the contract.

(d) If the Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contracting

Officer shall have the right to prescribe the manner of the disposition of the property.

(e) Failure to agree to any adjustment shall be a dispute under the DISPUTES clause. However, nothing in this clause

shall excuse the Contractor from proceeding with the contract as changed.

(FAR 52.243-1)

II 1.01-2 ADMINISTRATIVE COST OF TERMINATION FOR CAUSE - COMMERCIAL ITEMS (DESC FEE 1996)

(a) In the event this contract is terminated for cause, in whole or in part, the Government will incur administrative costs.

(b) The Contractor agrees to pay all administrative costs associated with a contract termination action. The minimum

amount the Contractor shall pay for each termination action is $500. This payment for administrative costs is in addition to any excess

reprocurement costs and any other remedies or damages resulting from the termination.

(c) The term termination action, as used herein, means the termination for cause, including any associated

reprocurement effort, involving—

(1) Any single order or any group of orders terminated together;

(2) Any item or group of items terminated together; or

(3) The entire contract.

(DESC 52.249-9F20)

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112.02 CHOICE OF LAW (OVERSEAS) (JUN 1997)

This contract shall be construed and interpreted in accordance with the substantive laws of the United States of America.

By the execution of this contract, the Contractor expressly agrees to waive any rights to invoke the jurisdiction of local national courts

where this contract is performed and agrees to accept the exclusive jurisdiction of the United States Armed Services Board of Contract

Appeals and the United States Court of Federal Claims for the hearing and determination of any and all disputes that may arise under

the Disputes clause of this contract.

(DFARS 252.233-7001)

114.03 BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (JUN 2005)

(a) DEFINITIONS. As used in this clause--

(1) Component means an article, material or supply incorporated directly into an end product.

(2) Domestic end product means—

(i) An unmanufactured end product that has been mined or produced in the United States; or

(ii) An end product manufactured in the United States if the cost of its qualifying country components and its

components that are mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. The

cost of components shall include transportation costs to the place of incorporation into the end product and U.S. duty (whether or not a

duty-free entry certificate is issued). Scrap generated, collected, and prepared for processing in the United States is considered

domestic. A component is considered to have been mined, produced, or manufactured in the United States (regardless of its source in

fact) if the end product in which it is incorporated is manufactured in the United States and the component is of a class or kind for

which the Government has determined that—

(A) Sufficient and reasonably available commercial quantities of a satisfactory quality are not mined,

produced, or manufactured in the United States; or

(B) It is inconsistent with the public interest to apply the restrictions of the of the Buy American Act.

(3) End product means those articles, materials, and supplies to be acquired under this contract for public use.

(4) Foreign end product means an end product other than a domestic end product.

(5) Qualifying country means any country set forth in subsection 225.872-1 of the Defense Federal Acquisition

Regulation Supplement (DFARS).

(6) Qualifying country component means a component mined, produced, or manufactured in a qualifying country.

(7) Qualifying country end product means-

(i) An unmanufactured end product mined or produced in a qualifying country; or

(ii) An end product manufactured in a qualifying country if the cost of the following types of components

exceeds 50 percent of the cost of all its components:

(A) Components mined, produced, or manufactured in a qualifying country.

(B) Components mined, produced, or manufactured in the United States.

(C) Components of foreign origin of a class or kind for which the Government has determined that sufficient

and reasonably available commercial quantities of a satisfactory quality are not minted, produced, or manufactured in the United States.

(8) United States means the 50 States, the District of Columbia, outlying areas.

(b) This clause implements the Buy American Act (41 U.S.C. Section lOa-d). Unless otherwise specified, this clause

applies to all items in the contract.

(c) The Contractor shall deliver only domestic end products unless, in its offer, it specified delivery of other end

products in the BUY AMERICAN ACT - BALANCE OF PAYMENTS PROGRAM CERTIFICATE provision of the solicitation. If

the Contractor certified in its offer that it will delivery a qualifying country end product, the Contractor shall deliver a qualifying

country end product or, at the Contractor's option, a domestic end product.

(d) The contract price does not include duty for end products or components for which the Contractor will claim dutyfree entry.

(DFARS 252.225-7001)

114.04 QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (APR 2003)

(a) DEFINITION. Qualifying country, as used in this clause, means any country set for in subsection 225.872-1 of

the Defense Federal Acquisition Regulation (FAR) Supplement.

(b) Subject to the restrictions in section 225.872 of the Defense FAR Supplement, the Contractor shall not preclude

qualifying country sources or U.S. sources from competing for subcontracts under this contract.

(DFARS 252.225-7002)

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127 GRATUITIES (APR 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency

head or a designee determines that the Contractor, its agent, or another representative—

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government;

and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) above, the Government is entitled-

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10

times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee.

(This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any

other rights and remedies provided by law or under this contract.

(FAR 52.203-3)

128.21 TAXES - FOREIGN FIXED-PRICE CONTRACTS (JUN 2003)

(a) To the extent that this contract provides for furnishing supplies or performing services outside the United States and its

outlying areas, this clause applies in lieu of any Federal, State, and local taxes clause of the contract.

(b) DEFINITIONS. As used in this clauseContract date means the date set for bid opening or, if this is a negotiated contact or a modification, the effective date

of this contact or modification.

Country concerned means any country, other than the United States and its outlying areas, in which expenditures

under this contact are made.

Tax and taxes include fees and charges for doing business that are levied by the government of the country concerned

or by its political subdivisions.

All applicable taxes and duties means all taxes and duties, in effect on the contract date, that the taxing authority is

imposing and collecting on the transactions or property covered by this contract, pursuant to written ruling or regulation in effect on the

contract date.

After-imposed tax means any new or increased tax or duty, or tax that was exempted or excluded on the contract date

but whose exemption was later revoked or reduced during the contract period, other than excepted tax, on the transactions or property

covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking

effect after the contract date.

After-relieved tax means any amount of tax or duty, other than an excepted tax, that would otherwise have been

payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the

Contractor obtains a refund, as the result of legislative, judicial, or administrative action taking effect after the contract date.

Excepted tax means social security or other employment taxes, net income and franchise taxes, excess profits taxes,

capital stock taxes, transportation taxes, unemployment compensation taxes, and property taxes. "Excepted tax" does not include gross

income taxes levied on or measured by sales or receipts from sales, property taxes assessed on completed supplies covered by this

contract, or any tax assessed on the Contractor's possession of, interest in, or use of property, title to which is in the U.S. Government.

(c) Unless otherwise provided in this contract, the contract price includes all applicable taxes and duties, except taxes and

duties that the Government of the United States and the government of the country concerned have agreed shall not be applicable to

expenditures in such country by or on behalf of the United States.

(d) The contract price shall be increased by the amount of any after-imposed tax or of any tax or duty specifically

excluded from the contract price by a provision of this contract that the Contractor is required to pay or bear, including any interest or

penalty, if the Contractor states in writing that the contract price does not include any contingency for such tax and if liability for such

tax, interest, or penalty was not incurred through the Contractor's fault, negligence, or failure to follow instructions of the Contracting

Officer or to comply with the provisions of paragraph (i) below.

(e) The contract price shall be decreased by the amount of any after-relieved tax, including any interest or penalty. The

Government of the United States shall be entitled to interest received by the Contractor incident to a refund of taxes to the extent that

such interest was earned after the Contractor was paid by the Government of the United States for such taxes. The Government of the

United States shall be entitled to repayment of any penalty refunded to the contractor to the extent that the penalty was paid by the

Government.

(f) The contract price shall be decreased by the amount of any tax or duty, other than an excepted tax, that was included in

the contract and that the Contractor is required to pay or bear, or does not obtain a refund of, through the Contractor's fault, negligence, or

failure to follow instructions of the Contracting Officer or to comply with the provisions of paragraph (i) below.

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(g) No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250.

(h) If the Contractor obtains a reduction in tax liability under the United States Internal Revenue Code (Title 26, U.S.

Code) because of the payment of any tax or duty that either was included in the contract price or was the basis of an increase in the

contract price, the amount of the reduction shall be paid or credited to the Government of the United States as the Contracting Officer

directs.

(i) The Contractor shall take all reasonable action to obtain exemption from or refund of any taxes or duties, including

interest or penalty, from which the United States Government, the Contractor, any subcontractor, or the transactions or property covered

by this contract are exempt under the laws of the country concerned or its political subdivisions or which the governments of the United

States and of the country concerned have agreed shall not be applicable to expenditures in such country by or on behalf of the United

States.

(j) The Contractor shall promptly notify the Contracting Officer of all matters relating to taxes or duties that reasonably

may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting

Officer directs. The contract price shall be equitably adjusted to cover the costs of action taken by the Contractor at the direction of the

Contracting Officer, including any interest, penalty, and reasonable attorneys' fees.

(FAR 52.229-6)

133 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.

(FAR 52.232-17)

184 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated in the

Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract.

Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as

"estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the ORDERING

clause. Subject to any limitations in the ORDER LIMITATIONS clause or elsewhere in this contract, the Contractor shall furnish to the

Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the ORDERING clause.

The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services

specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders

under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be

specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may

acquire the urgently required goods or services from another source.

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(f) Any order issued during the effective period of this contract and not completed within that period shall be completed

by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and

obligations with respect to that order to the same extent as if the order were completed during the contract's effective period;

PROVIDED, that the Contractor shall not be required to make any deliveries under this contract after October 30. 2011 .

(FAR 52.216-21)

190 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEE 2006)

(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 OF AC 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 OF AC, most transactions involving Cuba, Iran, 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://www.treas.gov/offlces/enforcement/ofac/sdn. 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

website at http://www.treas.gov/oflices/enforcement/ofac.

(c) The Contractor shall insert this clause, including this

paragraph (c), in all subcontracts.

(FAR 52.225-13)

1190.06 MATERIAL SAFETY DATA SHEETS - COMMERCIAL ITEMS (DESC MAR 2000)

(a) The Contractor agrees to submit to the Contracting Officer, upon request, a Material Safety Data Sheet (MSDS) that

meets the requirements of 29 CFR 1910.1200(g) and the latest revision of Federal Standard No. 313 for all requested contract items.

MSDSs must cite the contract number, the applicable CAGE code of the manufacturer, and, where so identified, the National Stock

Number (NSN).

(b) The data on the MSDSs must be current and complete, reflecting the final composition of the product supplied.

Should the description /composition of the product change in any manner from a previously submitted MSDS, the Contractor shall

promptly provide a new MSDS to the Contracting Officer.

(DESC 52.223-9F06)

1229 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1995)

(a) Except as provided in (b) below, the Contractor shall not enter into any agreement with an actual or prospective

subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to

the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or

under any follow-on production contract.

(b) The prohibition in paragraph (a) of this clause does not preclude the Contractor from asserting rights that are

otherwise authorized by law or regulation. For acquisitions of commercial items, the prohibition in paragraph (a) applies only to the

extent that any agreement restricting sales by subcontractors results in the Federal Government being treated differently from any other

prospective purchaser for the sale of the commercial item(s).

(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts

under this contract that exceed $100,000.

(FAR 52.203-6)

1285.01 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS OUTSIDE THE

UNITED STATES (JUN 2005)

(a) DEFINITION. United States, as used in this clause, means the 50 States, the District of Columbia and outlying

areas.

(b) Except as provided in paragraph (c) of this clause, the Contractor and its subcontractors, if performing or traveling

outside the United States under this contract, shall—

(1) Affiliate with the Overseas Security Advisory Council, if the Contractor or subcontractor is a U.S. entity;

(2) Ensure that Contractor and subcontractor personnel who are U.S. nationals and are in-country on a nontransitory basis, register with the U.S. Embassy, and that Contractor and subcontractor personnel who are third country nationals

comply with any security related requirements of the Embassy of their nationality.

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(3) Provide, to Contractor and subcontractor personnel, antiterrorisnVforce protection awareness information

commensurate with that which the Department of Defense (DoD) provides to its military and civilian personnel and their families, to

the extent such information can be made available prior to travel outside the United States; and

(4) Obtain and comply with the most current antiterrorism/force protection guidance for Contractor and

subcontractor personnel.

(c) The requirements of this clause do not apply to any subcontractor that is—

(1) A foreign government;

(2) A representative of a foreign government; or

(3) A foreign corporation wholly owned by a foreign government.

(d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained from the Defense

Energy Support Center (DESC) Logistics Readiness Division at (703) 767-8420.

(DFARS 252.225-7043)

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