USAID Iraq contract document: Bechtel Sec I

EEE-C-00-03-00018-00 PART II - CONTRACI CLAUSES SECTION I - CONTRACT CLAUSES I.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" ir with the clause Section I of this contract. See FAR 52.252-2 for an internet address (if for electronic access to the full text of a clause. specified) NUMBER TITLE DATE FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1) 52.202-1 DEFINITIONS DEC 2001 52.203-3 GRATUITIES APR 1984 52.203-5 COVENANT AGAINST CONTINGENT FEES APR 1984 JUL 1995 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT ANTI-KICKBACK PROCEDURES JUL 1995 52.203-7 CANCELLATION, RESCISSION, AND RECOVERY 52.203-8 JAN 1997 OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR 52.203-10 JAN 1997 IMPROPER ACTIVITY JUN 1997 LIMITATION ON PAYMENTS TO INFLUENCE 52.203-12 CERTAIN FEDERAL TRANSACTIONS SECURITY REQUIREMENTS 52.204-2 AUG 1996 ALTERNATE II (APR 1984) DATA UNIVERSAL NUMBERING SYSTEM JUN 1999 52.204-6 (DUNS) NUMBER OPTION TO PURCHASE EQUIPMENT FEB 1995 52.207-5 REQUIRED SOURCES FOR HELIUM AND HELIUM APR 2002 52.208-8 USAGE DATA PROTECTING THE GOVERNMENT'S INTEREST JUL 1995 52.209-6 WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT JUN 1999 52.215-2 AUDIT AND RECORDS--NEGOTIATION ORDER OF PRECEDENCE--UNIFORM CONTRACT OCT 1997 52.215-8 FORMAT 52.215-10 OCT 1997 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA PRICE REDUCTION FOR DEFECTIVE COST OR OCT 1997 52.215-11 PRICING DATA--MODIFICATIONS 52.215-12 SUBCONTRACTOR COST OR PRICING DATA 52.215-13 SUBCONTRACTOR COST OR PRICING OCT 1997 DATA--MODIFICATIONS 52.215-14 INTEGRITY OF UNIT PRICES OCT 1997 52.216-8 FIXED- FEE MAR 1997 52.216-9 FIXED FEE--CONSTRUCTION MAR 1997 52.216-24 LIMITATION OF GOVERNMENT LIABILITY APR 1984 52.219-16 LIQUIDATED DAMAGES-SMALL BUSINESS JAN 1999 SUBCONTRACTING PLAN PAYMENT FOR OVERTIME PREMIUMS 52.222-2 JUL 1990 Page 53 of 82 EEE-C-00-03-00018-00 CONTRACT WORK HOURS AND SAFETY STANDARDS SEP 2000 52.222-4 ACT-OVERTIME COMPENSATION 52.222-26 EQUAL OPPORTUNITY APR 2002 NOTIFICATION OF VISA DENIAL 52.222-29 FEB 1999 DAVIS-BACON ACT-PRICE ADJUSTMENT 52.222-30 DEC 2001 (NONE OR SEPARATELY SPECIFIED METHOD) 52.222-41 SERVICE CONTRACI ACT OF 1965, AS AMENDED MAY 1989 . MAY 1989 STATEMENT OF EQUIVALENT RATES FOR 52.222-42 FEDERAL HIRES 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW APR 1996 52.223-6 MAY 2001 DRUG-FREE WORKPLACE 52.223-10 WASTE REDUCTION PROGRAM AUG 2000 : REFRIGERATION EQUIPMENT AND AIR 52.223-12 MAY 1995 CONDITIONERS 52.223-14 TOXIC CHEMICAL RELEASE REPORTING OCT 2000 52.224-1 PRIVACY ACT NOTIFICATION APR 1984 PRIVACY ACT APR 1984 52.224-2 52.225-1 MAY 2002 BUY AMERICAN ACT--SUPPLIES BUY AMERICAN ACT CERTIFICATE 52.225-2 MAY 2002 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN JUL 2000 PURCHASES RIGHTS IN DATA--GENERAL 52.227-14 JUN 1987 52.227-15 STATEMENTS OF LIMITED RIGHTS DATA AND MAY 1999 RESTRICTED COMPUTER SOFTWARE 52.227-16 JUN 1987 ADDITIONAL DATA REQUIREMENTS 52.227-17 JUN 1987 RIGHTS IN DATA--SPECIAL, WORKS JUN 1987 52.227-19 COMMERCIAL COMPUTER SOFTWARE--RESTRICTED RIGHTS 52.228-3 WORKERS' COMPENSATION INSURANCE (DEFENSE APR 1984 BASE ACT) WORKERS' COMPENSATION AND WAR-HAZARD 52.228-4 APR 1984 INSURANCE LIABILITY AND INSURANCE-LEASED MOTOR 52.228-8 MAY 1999 : VEHICLES 52.228-9 CARGO INSURANCE MAY 1999 52.230-2 COST ACCOUNTING STANDARDS APR 1998 52.230-3 DISCLOSURE AND CONSISTENCY OF COST APR 1998 ACCOUNTING PRACTICES AUG 1992 CONSISTENCY IN COST ACCOUNTING PRACTICES 52.230-4 •52.230-6 ADMINISTRATION OF COST ACCOUNTING NOV 1999 STANDARDS FEB 2002 52.232-8 DISCOUNTS FOR PROMPT PAYMENT PROGRESS PAYMENTS FEB 2002 52.232-16 ALTERNATE II (AUG 1987) JUN 1996 52.232-17 INTEREST 52.232-18 APR 1984 AVAILABILITY OF FUNDS LIMITATION OF COST 52.232-20 APR 1984 LIMITATION OF FUNDS 52.232-22 • APR 198.4 ASSIGNMENT OF CLAIMS JAN 1986 52.232-23 PROMPT PAYMENT FEB 2002 52.232-25 MAY 1999 PAYMENT BY ELECTRONIC FUNDS--CENTRAL 52.232-33 CONTRACTOR REGISTRATION DISPUTES JUL 2002 52.233-1 AUG 1996 SERVICE OF PROTEST 52.233-2 PROTEST AFTER AWARD AUG 1996 52.233-3 ALTERNATE I (JUN 1985) 52.236-13 ACCIDENT PREVENTION NOV 1991 Page -54 Of 82 EEE-C-00-03-00018-00 ALTERNATE I (APR 1984) WORK OVERSIGHT IN COST-REIMBURSEMENT 52.236-18 APR 1984 CONSTRUCTION CONTRACTS 52.236-19 ORGANIZATION AND DIRECTION OF THE WORK APR 1984 OCT 1997 52.236-28 PREPARATION OF PROPOSALS--CONSTRUCTION SITE VISIT APR 1984 52.237-1 APR 1984 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION CONTINUITY OF SERVICES 52.237-3 JAN 1991 APR 1984 NOTICE OF INTENT TO DISALLOW COSTS 52.242-1 APR 1991 52.242-2 PRODUCTION PROGRESS REPORTS PENALTIES FOR UNALLOWABLE COSTS 52.242-3 MAY 2001 52.242-4 CERTIFICATION OF FINAL, INDIRECT COSTS JAN 1997 APR 1984 52.242-10 F.O.B. ORIGIN--GOVERNMENT BILLS OF LADING OR PREPAID POSTAGE 52.242-13 BANKRUPTCY JUL 1995 52.243-2 AUG 1987 CHANGES --COST-REIMBURSEMENT ALTERNATE III (APR 1984) CHANGES AND CHANGED CONDITIONS APR 1984 52.243-5 CHANGE ORDER ACCOUNTING APR 1984 52.243-6 52.243-7 APR 1984 NOTIFICATION OF CHANGES PROPERTY RECORDS 52.245-1 APR 1984 52.245-5 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, JAN 1986 TIME AND MATERIALS, OR LABOR HOUR CONTRACTS) SPECIAL TEST EQUIPMENT 52.245-18 FEB 1993 AUG 1996 52.246-13 INSPECTION-DISMANTLING, DEMOLITION, OR REMOVAL OF IMPROVEMENTS 52.246-25 LIMITATION OF LIABILITY--SERVICES FEB 1997 52.247-1 COMMERCIAL BILL OF LADING NOTATIONS APR 1984 52.247-62 SPECIFIC QUANTITIES UNKNOWN APR 1984 TERMINATION (COST-REIMBURSEMENT) SEP 1996 52.249-6 ALTERNATE I (SEP 1996) EXCUSABLE DELAYS APR 1984 52.249-14 COMPUTER GENERATED FORMS JAN 1991 52.253-1 AIDAR CLAUSES SECURITY REQUIREMENTS 752.204-2 752.211-70 LANGUAGE AND MEASUREMENT JUN 1992 LOCAL PROCUREMENT FEB 1997 752.225-71 APR 1997 SUBCONTRACTING WITH DISADVANTAGED 752.226-2 ENTERPRISE LIMITATIONS ON SUBCONTRACTING JUN 1993 752.226-3 752.228-70 MAR 1993 MEDICAL EVACUATION (MEDVAC) SERVICES 752.242-70 PERIODIC PROGRESS REPORTS JUL 1998 GOVERNMENT PROPERTY-USAID 752.245-70 REPORTING REQUIREMENTS TITLE TO AND CARE OF PROPERTY APR 1984 752.245-71 BIOGRAPHICAL DATA 752.7001 JUL 1997 TRAVEL AND TRANSPORTATION 752.7002 JAN 1990 752.7006 APR 1984 NOTICES PERSONNEL COMPENSATION 752.7007 JUL 1996 USE OF GOVERNMENT FACILITIES OR APR 1984 752.7008 PERSONNEL CONVERSION OF U.S. DOLLARS TO LOCAL APR 1984 752.7010 CURRENCY Page 55 of B2 EEE-C-00-03-00018-00 752.7011 ORIENTATION AND LANGUAGE TRAINING APR 1984 752.7013 CONTRACTOR-MISSION RELATIONSHIPS OCT 1989 NOTICE OF CHANGES IN TRAVEL REGULATIONS 752.7014 JAN 1990 752.7018 HEALTH AND ACCIDENT COVERAGE FOR JAN 1999 USAID PARTICIPANI TRAINEES 752.7019 PARTICIPANT TRAINING JAN 1999 752.7023 REQUIRED VISA FORM FOR USAID APR 1984 PARTICIPANTS 752.7025 APPROVALS APR 1984 752.7028 DIFFERENTIALS AND ALLOWANCES JUL 1996 752.7029 POST PRIVILEGES JUL 1993 752.7033 PHYSICAL FITNESS JUL 1997 752.7034 ACKNOWLEDGEMENT AND DISCLAIMER DEC 1991 I.2 52.216-7 ALLOWABLE COST AND PAYMENT (FEB 2002) ALTERNATE I (FEB 1997) (a) Invoicing. (1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract. (2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25. (3) The designated payment office will make interim payments for contract financing on the 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. (b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b) (2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only-- (i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract; (ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-- Page 56 of 82 EEE-C-00-03-00018-00 (A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments will be (1) In accordance with the terms and conditions of a subcontract or invoice; and (2) Ordinarily prior to the submission of the Contractor's next payment request to the Government: (B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract; (C) Direct labor; (D) Direct travel; (E) Other direct in-house costs; and (F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and (iii) The amount of progress and other payments to the Contractor's subcontractors that either have been paid, or that the Contractor is required clause of this contract entitled "Prompt Payment for to pay pursuant to the Payments shall be made by cash, check, or other Construction Contracts". similar cost form of payment to the Contractor's subcontractors under standards. (2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless- (i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and (ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes) . (3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract shall . be obtained by applying indirect cost rates established in accordance with paragraph (d) below. ÷(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or fürnishing of materials at the Contractor's expense of at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this Small business concerns. A small business concern may receive more frequent payments than every 2 weeks. (1) Final annual indirect cost rates and (d) Final indirect cost rates. shall be established in accordance with Subpart 42.7 of the appropriate bases Page 57 of 82 EEE-C-00-03-00018-00 the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal. (2) (i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. i shall support ted proposal we sea supporting data. (ii) The proposed rates shall be based.on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal. (3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution. (4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause. (5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. (6) (i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d) (5) of this clause, the Contracting Officer may-- (A) Determine the amounts due to the Contractor under the contract: and Record this determination in a unilateral modification to the (B) contract. (i1) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause. (e) Billing rates. Until final annual indirect cost rates are establishe for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. (1) Shall be the anticipated final rates; and Page 58 of 82 EEE-C-00-03-00018-00 (2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment. (f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708 (a) are satisfied. (g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for prior overpayments or underpayments. (h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d) (5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid. (2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor Reasonable expenses incurred by the has been reimbursed by the Government. Contractor for securing refunds, rebates, credits, or other amounts shall be Before final payment allowable costs if approved by the Contracting Officer. under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver-- (i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and (ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except-- (A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known; liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years • following the release date or notice of final payment date, whichever is earlier; and (C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability. Page 59 of 82 EEE-C-00-03-00018-00 I.3 52.204-1 APPROVAL OF CONTRACT (DEC 1989) This letter contract is subject to the written approval of the head of the contracting activity. Approval to award a letter contract was granted by Timothy T. Beans, head of the contracting activity on April 11, 2003. I.4 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) (a) The Contractor shall make the following notifications in writing: (1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days. (2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership. (b) The Contractor shall-- (1) Maintain current, accurate, and complete inventory records of assets and their costs; (2) Provide the ACO or designated representative ready access to the records upon request; (3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately bèfore and after each of the Contractor's ownership (4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change. (c) The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408 (k). I.5 52.216-26 PAYMENTS OF ALLOWABLE COSTS BEFORE DEFINITIZATION (DEC 2002) Reimbursement rate. Pending the placing of the definitive contract referred to in this letter contract, the Government will promptly reimburse the contractor for all allowable costs under this contract at the following. (1) One hundred percent of approved costs representing financing payments to subcontractors under fixed-price subcontracts, provided that the not exceed 80 Government's payments to the Contractor will percent of the allowable costs of those subcontractors. Page 60 of 82 EEE-C-00-03-00018-00 (2) One hundred percent of approved costs representing cost- reimbursement subcontracts; provided, that the Government's payments to the Contractor shall not exceed 85 percent of the allowable costs of those subcontractors. (3) Eighty-five percent of all other approved costs. (b) Limitation of reimbursement. To determine the amounts payable to the Contractor under this letter contract, the Contracting Officer determine allowable costs in accordance with the applicable cost principles in Part 31 of the Federal Acquisition Regulation (FAR). The total shall not exceed 85 percent of the reimbursement made under this paragraph maximum amount of the Government's liability, as stated in this contract. (c) Invoicing. Payments shall be made promptly to the Contractor when requested as work progresses, but (except for small business concerns) not more often than every 2 weeks, in amounts approved by the Contracting Officer. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost incurred by the Contractor in the performance of this contract. (d) Allowable costs. For the purpose of determining allowable costs, the term "costs" includes-- (1) Those recorded costs that result, at the time of the request for reimbursement, from payment by cash, check, or other form of actual payment for items or services purchased directly for the contract; (2) When the Contractor is not delinquent in payment of costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for- (i) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made- (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; (ii) Materials issued from the Contractor's stores inventory and placed in the production process for use on the contract; (jii) Direct labor; (iv) Direct travel; (v) Other direct in-house costs; and (vi) Properly allocable and allowable indirect costs as shown on the records maintained by the Contractor for purposes of obtaining reimbursement and under Government contracts; -= Page 61 of 82 EEE-C-00-03-00018-00 (3) The amount of financing payments that the Contractor has paid by cash, check, or other forms of payment to subcontractors. (e) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks. (f) Audit. At any time before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of costs audited. Any payment may be (1) reduced by any amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for overpayments or underpayments made on preceding invoices or vouchers. I.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. the Contractor within 60 days. I.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) (a). The Government may extend the term of this contract by written notice to the Contractor within 60 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (b) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 2 years. I.8 52.223-7 NOTICE OF RADIOACTIVE MATERIALS (JAN 1997) The Contractor shall notify the Contracting Officer or designee, in writing, 7 WORK days prior to the delivery of, or prior to completion of any servicing required by this contract of, items containing either (1) radioactive material requiring specific licensing under the regulations issued pursuant to the Atomic Energy Act of 1954, as amended, as set forth in Title 10 of the Code of Federal Regulations, in effect on the date of this not requiring specific licensing contract; or (2) other radioactive material in which the specific activity is greater than 0.002 microcuries per gram or Such notice shall the activity per item equals or exceeds 0.01 microcuries. specify the part or parts of the items which contain radioactive materials, the description of the materials, the name and activity of the isotope, information known to the manufacturer of the materials, and any other Contractor which will put users of the items on notice as to the hazards involved (OMB No. 9000-0107) • (b) If there has been no change affecting the quantity of activity, or the characteristics and composition of the radioactive material from Page 62 of 82 EEE-C-00-03-00018-00 deliveries under this contract or prior contracts, the Contractor may request that the Contracting Officer or designee waive the notice requirement in paragraph (a) of this clause. Any such request shall-- (1) Be submitted in writing; (2) State the quantity of activity, characteristics, and composition of the radioactive material have not changed; and (3) Cite the contract number on which the prior notification was submitted and the contracting office to which it was submitted. (c) All items, parts, or subassemblies which contain radioactive materials in which the specific activity is greater than 0.002 microcuries per gram or activity per item equals or exceeds 0.01 microcuries, and all containers in which such items, parts or subassemblies are delivered to the Government shall be clearly marked and labeled as required by the latest revision of MIL-STD 129 in effect on the date of the contract. (c) This clause, including this paragraph (d), shall be inserted in all subcontracts for radioactive materials meeting the criteria in paragraph (a) of this clause. I.9 52.223-9 ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR EPA- DESIGNATED PRODUCTS (AUG 2000) • (a) Definitions. As used in this clause-- Post consumer 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. Post consumer material is a part of the broader category of recovered Recovered material means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. (b) The Contractor, on completion of this contract, shall-- (1) Estimate the percentage of the total recovered material used in contract performance, including, if applicable, the percentage of post consumer material content; and (2) Submit this estimate to TBD. I.10 • 52.225-9 BUY AMERICAN ACT -CONSTRUCTION MATERIALS (MAY 2002) - (a) Definitions. As used in this clause-- Component means any article, material, or supply incorporated directly into construction materials. Construction material means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporatior into the building or work. The term also includes an item brought to the site Page 63 of 82 EEE-C-00-03-00018-00 pre-assembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction 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 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. material means-- Domestic construction (1) An un-manufactured construction material mined or produced in the United States; or (2) A construction material 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 for which non-availability determinations as domestic. have been made are treated Foreign construction material means a construction material other than a domestic construction material. United States means the 50 States and the District of Columbia, U.s. territories and possessions, Puerto Rico, the Northern Mariana Islands, and any other place subject to U.S. jurisdiction, but does not include leased (b) Domestic preference. (1) This clause implements the Buy American Act (41 U.S.C. 10a-10d) by providing a preference for domestic construction material. The Contractor shall use only domestic construction material in performing this contract, except as provided in paragraphs (b) (2) and (b) (3) of this Clause. (2) This requirement does not apply to the construction material or components listed by the Government as follows: (Contracting Officer to list applicable excepted materials or indicate "none"] Page 64 of 82 EEE-C-00-03-00018-00 (3) The Contracting Officer may add other foreign construction material to the list in paragraph (b) (2) of this clause if the Government determines (i) The cost of domestic construction material would be unreasonable. The cost of a particular domestic construction material subject to the requirements of the Buy American Act is unreasonable when the cost of such material exceeds the cost of foreign material by more than 6 percent; (ii) The application of the restriction of the Buy American Act to a particular construction material would be impracticable or inconsistent with the public interest; or (iii) The construction material is not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality. (c) Request for determination of inapplicability of the Buy American Act. (I) (i) Any Contractor request to use foreign construction material in accordance with paragraph (b) (3) of this clause shall include adequate information for Government evaluation of the request, including-- (A) A description of the foreign and domestic construction materials; (B) Unit of measure; (C) Quantity; (D) Price; (E) Time of delivery or availability; (E) Location of the construction project: (G) Name and address of the proposed supplier; and (H) A detailed justification of the reason for use of foreign construction materials cited in accordance with paragraph (b) (3) of this clause. (ii) A request based on unreasonable cost shall include a reasonable survey of the market and a completed price comparison table in the format in paragraph (d) of this clause. (iii) The price of construction material shall include all delivery costs to the construction site and any applicable duty (whether or not a duty-free certificate may be issued). (iv) Any Contractor request for a determination submitted after contract award shall explain why the Contractor could not reasonably foresee the need for such determination and could not have requested the determination before contract award. If the Contractor does not submit a satisfactory explanation, the Contracting Officer need not make determination. Page 65 of 82 EEE-C-00-03-00018-00 (2) If the Government determines after contract award that an exception to the Buy American Act applies and the Contracting Officer and the Contractor negotiate adequate consideration, the Contracting Officer will modify the contract to allow use of the foreign construction material. basis for the exception is the unreasonable price of a However, when the domestic construction material, adequate consideration is not less than the differential established in paragraph (b) (3) (i) of this clause. (3) Unless the Government determines that an exception to the Buy American Act applies, use of foreign construction material is noncompliant with the Buy American Act. Data. To permit evaluation of requests under paragraph (c) of this on unreasonable clause based cost, the Contractor shall include the following information and any applicable supporting data based on the survey of suppliers: Unit of Price Unit of Construction material description Measure Quantity (dollars) /1/ Item 1: ' . . ... '.. . ... ..... ... Foreign construction material ... Domestic construction material... Item 2: , , . ..... Foreign construction material .... , , ,.. Domestic construction material... Include all delivery costs to the construction site and any applicable duty (whether or not a duty-free entry certificate is issued). List name, address, telephone number, and contact for suppliers surveyed. Attach copy of summary. Include other applicable supporting response; if oral, attach 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987) I.11 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 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. I.12 52.232-27 PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS (FEB 2002) Notwithstanding any other payment terms in this contract, the Government will make invoice payments under the terms and conditions specified in this Page 66 of 82 EEE-C-00-03-00018-00 clause. The Government considers payment as being made on the day a check is Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a) (3) concerning payments due on Saturdays, Sundays, and legal holidays.) (a) Invoice payments-- (1) Types of invoice payments. For purposes of this clause, there are several types of invoice payments that may occur under this contract, as follows: (1) Progress payments, if provided for elsewhere in this contract, based on Contracting Officer approval of the estimated amount and value of work or services performed, including payments for reaching milestones in any project. ) The due date for making such payments is 14 days after ti signated billing office receives a proper payment request. If th designated billing office fails to annotate the payment request with the actual date of receipt at the time of receipt, the payment due date is the 14th day after the date of the Contractor's payment request, provided the designated billing office receives a proper payment request and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (B) The due date for payment of any amounts retained by the Contracting Officer in accordance with the clause at 52.232-5, Payments Under Fixed-Price Construction Contracts, is as specified in the contract or, if not specified, 30 days after approval by the Contracting Officer for release to the Contractor. (ii) Final payments based on completion and acceptance of all work and presentation of release of all claims against the Government arising by virtue of the contract, and payments for partial deliveries that have been accepted by the Government (e.g., each separate building, public work, or other division of the contract for which the price is stated separately in the contract). (A) The due date for making such payments is the later of the following two events: • (1) The 30th day after the designated billing office receives a proper invoice from the Contractor. : (2) The 30th day after Government acceptance of the work or services completed by the Contractor. For a final invoice when the payment amount is subject to contract settlement actions (e.g., release of claims), acceptance is deemed to occur on the effective date of the contract settlement. (B) If the designated billing office fails to annotate the invoice with the date of actual 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 Page 67 of B2 EEE-C-00-03-00018-00 disagreement over quantity, quality, or Contractor compliance with contract requirements. (2) 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) (2) (i) through (a) (2) (xi) of this clause. If the invoice does not comply with these after receipt, with the reasons why it is not a proper invoice. When computing any interest penalty owed the Contractor, the Government will take into account if the Government notifies the Contractor of an improper invoice in an untimely manner. (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 mailing or transmission.) (iii) Contract number or other authorization for work or services performed (including order number and contract line item number). (iv) Description of work or services performed. (v) Delivery and payment terms le.g., discount for prompt payment terns) . (vi) Name and address of Contractor official to whom payment is to be (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. (viji) For payments described in paragraph (a) (1) (1) of this clause, substantiation of the amounts requested and certification in accordance with the requirements of the clause at 52.232-5, Payments Under Fixed-Price • Construction Contracts. Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on-the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision (e.g. Transfer Information with Offer), contract clause leig., 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. Page 68 of 82 EEE-C-00-03-00018-00 (xi) Any other information or documentation required by the contract. (3) 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) (3) (i) through (a) (3) (1ii) 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 was no disagreement over documentation authorizing payment and there quantity, quality, Contractor compliance with any contract term or condition, or requested progress payment amount. (iii) In the case of a final invoice for any balance of funds due the Contractor for work or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor. (4) 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 for payments described in paragraph (a) (1) (ii) of this clause, Government acceptance or approval is deemed to occur constructively on the 7th day after the Contractor has completed the work or services in accordance with the terms and conditions of the contract. If actual acceptance or approval occurs within the constructive acceptance or approval period, the Government will base the determination of an interest penalty on the actual date of acceptance or approval. Constructive acceptance or constructive approval requirements do not apply if there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. These requirements also do not compel Government officials to accept work or services, approve Contractor estimates, 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. (5) 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 CER part 1315. Page 69 of 82 EEE-C-00-03-00018-00 (6) 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 penalt invoice amount is paid; an within 10 days after the date the (C) The Contractor makes a written demand to the designated payment office for additional penalty payment, in accordance with paragraph (a) (6) (ii) of this clause, postmarked not later than 40 days after the date 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 was due; and including the ste ef receipyment of the principal has been received, (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 was made; or before the 40th day after payment (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. (b) Contract financing payments. If this contract provides for contract financing, the Government will make contract financing payments in accordance with the applicable contract financing clause. (c) Subcontract clause requirements. The Contractor shall include in each . subcontract for property or services (including a material supplier) for the purpose of performing this contract the following: (1) Prompt payment for subcontractors. A payment clause that obligates the Contractor to pay the subcontractor for satisfactory performance under its subcontract not later than 7 days from receipt of payment out of such amounts as are paid to the Contractor under this contract. (2) Interest for subcontractors. An interest penalty clause that obligates the Contractor to pay to the subcontractor an interest penalty for each payment not made in accordance with the payment clause-- Page 70 of 82• EEE-C-00-03-00018-00 (i) For the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is (ii) Computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) in effect at the time the Contractor accrues the obligation to pay an interest penalty. (3) Subcontractor clause flowdown. subcontractor A clause requiring each tou (i) Include a payment clause and an interest penalty clause conforming to the standards set forth in paragraphs (c) (1) and (c) (2) of this each of its subcontracts; and (ii) Require each of its subcontractors to include such clauses in their subcontracts with each lower-tier subcontractor or supplier. (d) Subcontract clause interpretation. The clauses required by paragraph (c) of this clause shall not be construed to impair the right of the Contractor or a subcontractor at any tier to negotiate, and to include in their subcontract, provisions that-- Permit the Contractor or a subcontractor to (1) Retainage permitted. retain (without cause) a specified percentage of each progress payment otherwise due to a subcontractor for satisfactory performance under the subcontract without incurring any obligation to pay a late payment interest penalty, in accordance with terms and conditions agreed to by the parties to the subcontract, giving such recognition as the parties deem appropriate to the ability of a subcontractor to furnish a performance bond and a payment bond; (2) Withholding permitted. Permit the Contractor or subcontractor to make a determination that part or all of the subcontractor's request for payment may be withheld in accordance with the subcontract agreement; and (3) Withholding requirements. Permit such withholding without incurring any obligation to pay a late payment penalty if-- (i) A notice conforming to the standards of paragraph (g) of this clause previously has been furnished to the subcontractor; and (ii) The Contractor furnishes to the Contracting Officer a copy of any notice issued by a Contractor pursuant to paragraph (d) (3) (i) of-this clause.: te) Subcontractor withholding procedures. If a Contractor, aftel making a request for payment to the Government but before making a payment to a subcontractor for the subcontractor's performance covered by the payment request, discovers that all or a portion of the payment otherwise due such subcontractor is subject to withholding from the subcontractor in accordance with the subcontract agreement, then the Contractor shall-- Furnish to the subcontractor a notice (1) Subcontractor notice. conforming to the standards of paragraph (g) of this clause as soon as Page 71 of 82 EEE-C-00-03-00018-00 practicable upon ascertaining the cause giving rise to a withholding, but prior to the due date for subcontractor payment; (2) Contracting Officer notice. Furnish to the Contracting Officer, as soon as practicable, a copy of the notice furnished to the subcontractor pursuant to paragraph (e) (1) of this clause; (3) Subcontractor progress payment reduction. Reduce the subcontractor's progress payment by an amount not to exceed the amount specified in the notice of withholding furnished under paragraph (e) (1) of this clause; (4) Subsequent subcontractor payment. Pay the subcontractor as soon as practicable after the correction of the identified subcontract performance deficiency, and-- (i) Make such payment within-- (A) Seven days after correction of the identified subcontract performance deficiency (unless the funds therefor must be recovered from the Government because of a reduction under paragraph (e) (5) (i)) of this clause; or (B) Seven days after the Contractor recovers such funds from the Government; or (ji) Incur an obligation to pay a late payment interest penalty computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contracts Disputes Act of 1978 (41 U.S.C. 611) in effect at the time the Contractor accrues the obligation to pay an interest penalty; (5) Notice to Contracting Officer. Notify the Contracting Officer upon-- (i) Reduction of the amount of any subsequent certified application for payment; or (ii) Payment to the subcontractor of any withheld amounts of a progress payment, specifying-- (A) The amounts withheld under paragraph (e) (1) of this clause; and (B) The dates that such withholding began and ended; and (6) Interest to Government. Be obligated to pay to the Government an amount equal to interest on the withheld payments (computed in the manner provided in 31 U.S.C. 3903(c) (1)), from the 8th day after receipt of the withheld amounts from the Government until - (i) The day the identified subcontractor performance deficiency is corrected; or (ii) The date that any subsequent payment is reduced under paragraph (e) (5) (i) of this clause. (f) Third-party deficiency reports-- (1) Withholding from subcontractor. If a Contractor, after making payment to a first-tier subcontractor, receives from a supplier or Page 72 of 82 EEE-C-00-03-00018-00 subcontractor of the first-tier subcontractor (hereafter referred to as a "second-tier subcontractor") a written notice in accordance with section 2 of the Act of August 24, 1935 (40 U.S.C. 270b, Miller Act), asserting a deficiency in such first-tier subcontractor's performance under the contract for which the Contractor may be ultimately liable, and the Contractor determines that all or a portion of future payments otherwise due such first- tier subcontractor is subject to withholding in accordance with the subcontract agreement, the Contractor may, without incurring an obligation to pay an interest penalty under paragraph (e) (6) of this clause-- (i) Furnish to the first-tier subcontractor a notice conforming to the standards of paragraph (g) of this clause as soon as practicable upon making such determination; and (ii) Withhold from the first-tier subcontractor's next available progress payment or payments an amount not to exceed the amount specified in the notice of withholding furnished under paragraph (f) (1) (i) of this clause. 2) Subsequent payment or interest charge. As soon as practicable, but not later than 7 days after receipt of satisfactory written notification tha the identified subcontract performance deficiency has been corrected, the Contractor shall-~ (i) Pay the amount withheld under paragraph (f) (1) (ii) of this clause to such first-tier subcontractor; or • (11) Incur an obligation to pay a late payment interest penalty to such first-tier subcontractor computed at the rate of interest established by -he Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contracts Disputes Act of 1978 (41 U.s.C. 611) in effect at the time the Contractor accrues the obligation to pay an interest penalty. (g) Written notice of subcontractor withholding. The Contractor shall a written notice of any withholding to a subcontractor (with a copy issue furnished to the Contracting Officer), specifying-- (1) The amount to be withheld; (2) The specific causes for the withholding under the terms of the subcontract; and (3) The remedial actions to be taken by the subcontractor in order to receive payment of the amounts withheld. determined and certified to the Contracting Officer that the subcontractor is entitled to the payment of such amount. (i) Prime-subcontractor disputes. A dispute between the Contractor and subcontractor relating to the amount or entitlement of a subcontractor to a payment or a late payment interest penalty under a clause included in the subcontract pursuant to paragraph (c) of this clause does not constitute a dispute to which the Government is a party. The Government may not be inter- == Page 73 of 82 EEE-C-00-03-00018-00 pleaded in any judicial or administrative proceeding involving such a dispute. (5) Preservation of prime-subcontractor rights. Except as provided in paragraph (i) of this clause, this clause shall not limit or impair any contractual, administrative, or judicial remedies otherwise available to the Contractor or a subcontractor in the event of a dispute involving late • payment or nonpayment by the Contractor or deficient subcontract performance or nonperformance by a subcontractor. (k) Non-recourse for prime contractor interest penalty. The Contractor's obligation to pay an interest penalty to a subcontractor pursuant to the clauses included in a subcontract under paragraph (c) of this clause shall not be construed to be an obligation of the Government for such interest enalty. A cost-reimbursement claim may not include any amount fo reimbursement of such interest penalty. (1) Overpayments. If the Contractor becomes aware of a duplicate payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment. I.13 52.236-1 PERFORMANCE OF WORK BY THE CONTRACTOR (APR 1984) The Contractor shall perform on the site, and with its own organization, work equivalent to at least 10 PERCENT of the total amount of work to be performed under the contract. This percentage may be reduced by a supplemental agreement to this contract if, during performing the work, the Contractor requests a reduction and the Contracting Officer determines that the reduction would be to the advantage of the Government. STOP-JOB ORDER (AUG 1989) I.14 52.242-15 ALTERNATE I (APR 1984) (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work by this contract for a period of 90 days after the order is called for delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-Job Order Issued under this clause. Upon receipt of the order, the Contractor shal: 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 th€ Within a period of 90 days after a stop-Job Order period of work stoppage. is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either - (1) Cancel the stop-Job Order; or (2) Terminate the work covered by the order as provided in the Termination clause of this contract, or the Termination for Convenience of the Government, clause of this contract. (b) If a stop-Job Order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in Page 74 of 82 EEE-C-00-03-00018-00 the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other terms of the contract that may be affected, and the contract shall be modified, in writing, accordingly, if- (1) The stop-Job Order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of part of this contract; and (2) The Contractor asserts its right to the 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 submitted at any time before final payment under this contract. (c) If a stop-Job 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-Job Order in arriving at the termination settlement. (d) If a stop-Job 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-Job Order. I.15 52.244-2 SUBCONTRACTS (AUG 1998) ALTERNATE II (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 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, consen • subcontract is required for any subcontract that- (1) Is of the cost-reimbursement, time-and-materials, or labor- hour type; or = Page 75 of 82 EEE-C-00-03-00018-00 (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 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. (i) Identification of the type of subcontract to be used. subcontractor. (iii) Identification of the proposed (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. v1) The subcontractor 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 recoqnized in the negotiation tha subcontractor's cost or pricing data were not accurate, complete, o Page 76 of 82 EEE-C-00-03-00018-00 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) If the Contractor has an approved purchasing system and consent is not required under paragraph (c), (d), or (e) of this clause, the Contractor in advance of nevertheless shall notify the Contracting Officer reasonably entering into any (i) cost-plus- fixed-fee subcontract, or (ii) fixed-price subcontract that exceeds either the simplified acquisition threshold or 5 percent of the total estimated cost of this contract. The notification shall include the information required by paragraphs (f) (1) (i) through (f) (1) (iv) 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- - (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 he 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. 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 foflowing subcontracts, which were evaluated during negotiations: = Page 77 of 82 EEE-C-00-03-00018-00 I.16 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (MAY 2002) (a) Definitions. As used in this clause-- Commercial item has the meaning contained in the clause at 52.202-1, Definitions. Subcontract includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier. (b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or non-developmental items as components of items to be supplied under this contract. (c) (1) The Contractor shall insert the following clauses in subcontracts for commercial items: 52.219-8, Utilization of Small Business Concerns (OCT 2000) (15 U.S.C. 637(d) (2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontracts that offer subcontracting opportunities. (ii) 52.222-26, Equal Opportunity (Apr 2002) (E.0. 11246) • (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 u.S.C. 4212(a)) ; (iv) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793) . subcontracts awarded beginning May 1, 1996) . 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. 1.17 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address (es) : http://arnet.gov/far/ http://www.usaid.gov = Page 78 of 82 EEE-C-00-03-00018-00 52.252-4 ALTERATIONS IN CONTRACT (APR 1984) I.18 Portions of this contract are altered as follows: TBD I.19 52.252-6 AUTHORIZED DEVIATIONS IN CAUSES (APR 1984) (d) The use in this solicitation or contract of any AIDAR (48 CFR Chapte: FEDERAL ACQUISITION REGULATION (48 CER Chapter 1)) clause with ar authorized deviation is indicated by the addition of "(DEVIATION) " after the name of the regulation. I.20 AIDAR 752.7032 INTERNATIONAL TRAVEL APPROVAL AND NOTIFICATION REQUIREMENTS (JAN 1990) Prior written approval by the Contracting Officer is required for all international travel directly and identifiably funded by USAID under this contract. The Contractor shall therefore present to the Contracting Officer an itinerary for each planned international trip, showing the name of the traveler, purpose of the trip, origin/destination (and intervening stops), and dates of travel, as far in advanced of the proposed travel as possible, but in no event less than three weeks before travel is planned to commence. The Contracting Officer's prior written approval may be in the form of a letter or telegram or similar device or may be specifically incorporated into the schedule of the contract. At least one week prior to commencement of approved international travel, the Contractor shall notify the cognizant Mission, with a copy to the Contracting Officer, of planned travel, identifying the travelers and the dates and times of arrival. I.21 COMMUNICATIONS PRODUCTS (OCT 1994) (a) Definition - Communications products are any printed materials (other than non-color photocopy material), photographic services or video production services. (b) Standards - USAID has established standards for communications These standards must be followed unless otherwise specifically products. provided in the contract or approved in writing by the contracting officer. A copy of the standards for USAID financed publications and video productions is attached. (c) Communications products which meet any of the following criteria are not eligible for USAID financing under this agreement unless specifically authorized in the contract or in writing by the contracting officer: (1) All communications materials funded by operating expense account funds; (2) Any communication products costing over $25, 000, including the costs of both preparation and execution. For example, in the case of a publication, = Page 79 of 82 EEE-C-00-03-00018-00 the costs will include research, writing and other editorial services (including any associated overhead), design, layout and production costs. (3) Any communication products that will be sent directly to, or likely to be seen by, a Member of Congress or Congressional staffer; and (4) Any publication that will have more than 50 percent of its copies distributed in the United States (excluding copies provided to CDIE and other USAID/W offices for internal use. (d) The initial proposal must provide a separate estimate of the cost of above (not just every communications product as defined in paragraph (a) those which meet the criteria in paragraph (c)] which is anticipated under the contract. Each estimate must include all of the costs associated with preparation and execution of the product. Any subsequent request for approval of a covered communication product must provide the same type of cost information. = Page 80 oF 82