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DEFINITIONS
GENERAL
PERFORMANCE
INSPECTION
GENERAL CLAUSES
(Acquisition of Leasehold Interests in Real Property)
CLAUSE NO. 48 CFR REF.
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4
5
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7
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9
552.270-4
552.270-5
552.270-11
552.270-23
552.270-24
552.270-25
552.270-26
552.270-27
552.270-28
10 552.270-17
11 552.270-18
12 552.270-19
13 552.270-21
14 552.270-6
15 552.270-10
16 552.270-22
17 552.270-7
18 552.270-8
19 552.270-12
20 552.270-29
21 552.270-9
PAYMENT 22
23
24
25
26
27
STANDARDS OF CONDUCT 28
29
30
ADJUSTMENTS 31
32
33
34
AUDITS 35
36
DISPUTES 37
52.204-7
552.232-75
552.232-76
552.232-70
52.232-23
552.270-20
552.203-5
52.203-7
52.223-6
552.203-70
52.215-10
552.270-13
552.270-14
552.215-70
52.215-2
52.233-1
CLAUSE TITLE
Definitions (Variation)
Subletting and Assignment
Successors Bound
Subordination, Nondisturbance and
Attornment
Statement of Lease
Substitution of Tenant Agency
No Waiver
Integrated Agreement
Mutuality of Obligation
Delivery and Condition
Default in Delivery -Time Extensions
(Variation)
Progressive Occupancy
Effect of Acceptance and Occupancy
Maintenance of Building and Premises -
Right of Entry (Variation)
Failure in Performance
Default by Lessor During the Term
Fire and Casualty Damage
Compliance with Applicable Law
Alterations
Acceptance of Space (Variation)
Inspection -Right of Entry
Central Contractor Registration (Variation)
Prompt Payment
Electronic Funds Transfer Payment
(Variation)
Invoice Requirements (Variation)
Assignment of Claims
Payment (Variation)
Covenant Against Contingent Fees
Anti -Kickback Procedures
Drug -Free Workplace
Price Adjustment for Illegal or Improper
Activity
Price Reduction for Defective Cost or Pricing
Data
Proposals for Adjustment
Changes (Variation)
Examination of Records by GSA
Audit and Records -Negotiation
Disputes
INITIALS:1 8
SOR GOVERNMENT GSA FORM 3517E PAGE 1 (REV 11/05)
LABOR STANDARDS 38 52.222-26 Equal Opportunity
39 52.222-24 Preaward On -Site Equal Opportunity
Compliance Evaluation
40 52.222-21 Prohibition of Segregated Facilities
41 52.222-35 Equal Opportunity for Special Disabled
Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans
42 52.222-36 Affirmative Action for Workers with
Disabilities
43 52.222-37 Employment Reports on Special Disabled
Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans
SLIBCONTRACTING
44 52.209-6 Protecting the Government's Interest When
Subcontracting With Contractors Debarred,
Suspended, or Proposed for Debarment
45 52.215-12 Subcontractor Cost or Pricing Data
46 52.219-8 Utilization of Small Business Concerns
47 52.219-9 Small Business Subcontracting Plan
48 52.219-16 Liquidated Damages —Subcontracting Plan
The information collection requirements contained in this solicitation/contract, that are not required by
regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork
Reduction Act and assigned the OMB Control No. 3090-0163.
INITIALS:
LESSOR GOVERNMENT GSA FORM 3517B PAGE 2 (REV 11/05)
GENERAL CLAUSES
(Acquisition of Leasehold Interests in Real Property)
1. 552.270-4 DEFINITIONS (SEP 1999) (VARIATION)
The following terms and phrases (except as otherwise expressly provided or unless the context
otherwise requires) for all purposes of this lease shall have the respective meanings hereinafter
specified:
(a) "Commencement Date" means the first day of the term.
(b) "Contract" and "Contractor" means "Lease" and "Lessor," respectively.
(c) "Contracting Officer" means a person with the authority to enter into, administer, and/or
terminate contracts and make related determinations and findings. The term includes certain
authorized representatives of the Contracting Officer acting within the limits of their authority
as delegated by the Contracting Officer.
(d) "Delivery Date" means the date specified in or determined pursuant to the provisions of this
lease for delivery of the premises to the Government, improved in accordance with the
provisions of this lease and substantially complete, as such date may be modified in
accordance with the provisions of this lease.
"Delivery Time" means the number of days provided by this lease for delivery of the
premises to the Government, as such number may be modified in accordance with the
provisions of this lease.
"Excusable Delays" mean delays arising without the fault or negligence of Lessor and
Lessor's subcontractors and suppliers at any tier, and shall include, without limitation:
(1) acts of God or of the public enemy,
(2) acts of the United States of America in either its sovereign or contractual capacity,
(3) acts of another contractor in the performance of a contract with the Government,
(4) fires,
(5) floods,
(6) epidemics,
(7) quarantine restrictions,
(8) strikes,
(9) freight embargoes,
(10) unusually severe weather, or
(11) delays of subcontractors or suppliers at any tier arising from unforeseeable causes
beyond the control and without the fault or negligence of both the Lessor and any
such subcontractor or supplier.
(e)
(f)
(9)
(h) "Lessor shall provide" means the Lessor shall furnish and install at Lessor's expense.
(i)
(i)
"Lessor" means the sub -lessor if this lease is a sublease.
"Notice" means written notice sent by certified or registered mail, Express Mail or
Comparable service, or delivered by hand. Notice shall be effective on the date delivery is
accepted or refused.
"Premises" means the space described on the Standard Form 2, U.S. Government Lease for
Real Property, of this lease.
(I) "Substantially complete" and "substantial completion" means that the work, the common and
other areas of the building, and all other things necessary for the Government's access to
the premises and occupancy, possession, use and enjoyment thereof, as provided in this
lease, have been completed or obtained, excepting only such minor matters as do not
interfere with or materially diminish such access, occupancy, possession, use or enjoyment.
(m) "Usable square feet" means the ANSI/BOMA Z65.1-1996 definition for BOMA usable office
area, which means "The area where a tenant normally houses personnel and/or furniture, for
which a measurement is to be computed."
(n) "Work" means all alterations, improvements, modifications, and other things required for the
preparation or continued occupancy of the premises by the Government as specified in this
lease.
INITIALS,
7
LESSOR
GOVERNMENT GSA FORM 3517B PAGE 3 (REV 11/05)
2. 552.270-5 SUBLETTING AND ASSIGNMENT (SEP 1999)
The Government may sublet any part of the premises but shall not be relieved from any obligations
under this lease by reason of any such subletting. The Government may at any time assign this
lease, and be relieved from all obligations to Lessor under this lease excepting only unpaid rent
and other liabilities, if any, that have accrued to the date of said assignment. Any assignment shall
be subject to prior written consent of Lessor, which shall not be unreasonably withheld.
3. 552.270-11 SUCCESSORS BOUND (SEP 1999)
This lease shall bind, and inure to the benefit of, the parties and their respective heirs, executors,
administrators, successors, and assigns.
4. 552.270-23 SUBORDINATION, NONDISTURBANCE AND ATTORNMENT (SEP 1999)
(a) Lessor warrants that it holds such title to or other interest in the premises and other property
as is necessary to the Government's access to the premises and full use and enjoyment
thereof in accordance with the provisions of this lease. Government agrees, in consideration
of the warranties and conditions set forth in this clause, that this lease is subject and
subordinate to any and all recorded mortgages, deeds of trust and other liens now or
hereafter existing or imposed upon the premises, and to any renewal, modification or
extension thereof. It is the intention of the parties that this provision shall be self -operative
and that no further instrument shall be required to effect the present or subsequent
subordination of this lease. Government agrees, however, within twenty (20) business days
next following the Contracting Offcer's receipt of a written demand, to execute such
instruments as Lessor may reasonably request to evidence further the subordination of this
lease to any existing or future mortgage, deed of trust or other security interest pertaining to
the premises, and to any water, sewer or access easement necessary or desirable to serve
the premises or adjoining property owned in whole or in part by Lessor if such easement
does not interfere with the full enjoyment of any right granted the Government under this
lease.
(b) No such subordination, to either existing or future mortgages, deeds of trust or other lien or
security instrument shall operate to affect adversely any right of the Government under this
lease so long as the Government is not in default under this lease. Lessor will include in any
future mortgage, deed of trust or other security instrument to which this lease becomes
subordinate, or in a separate nondisturbance agreement, a provision to the foregoing effect.
Lessor warrants that the holders of all notes or other obligations secured by existing
mortgages, deeds of trust or other security instruments have consented to the provisions of
this clause, and agrees to provide true copies of all such consents to the Contracting Officer
promptly upon demand.
(c) In the event of any sale of the premises or any portion thereof by foreclosure of the lien of
any such mortgage, deed of trust or other security instrument, or the giving of a deed in lieu
of foreclosure, the Government will be deemed to have attorned to any purchaser,
purchasers, transferee or transferees of the premises or any portion thereof and its or their
successors and assigns, and any such purchasers and transferees will be deemed to have
assumed all obligations of the Lessor under this lease, so as to establish direct privity of
estate and contract between Government and such purchasers or transferees, with the
same force, effect and relative priority in time and right as if the lease had initially been
entered into between such purchasers or transferees and the Government; provided, further,
that the Contracting Officer and such purchasers or transferees shall, with reasonable
promptness following any such sale or deed delivery in lieu of foreclosure, execute all such
revisions to this lease, or other writings, as shall be necessary to document the foregoing
relationship.
(d) None of the foregoing provisions may be deemed or construed to imply a waiver of the
Government's rights as a sovereign.
5. 552.270-24 STATEMENT OF LEASE (SEP 1999)
(a) The Contracting Officer will, within thirty (30) days next following the Contracting Officer's
receipt of a joint written request from Lessor and a prospective lender or purchaser of the
building, execute and deliver to Lessor a letter stating that the same is issued subject to the
conditions stated in this clause and, if such is the case, that (1) the lease is in full force and
effect; (2) the date to which the rent and other charges have been paid in advance, if any;
and (3) whether any notice of default has been issued.
INITIALS: /,
LESSOR GOVERNMENT GSA FORM 3517E PAGE 4 (REV 11/05)
(b) Letters issued pursuant to this clause are subject to the following conditions:
(1) That they are based solely upon a reasonably diligent review of the Contracting
Officer's lease file as of the date of issuance;
(2) That the Government shall not be held liable because of any defect in or condition of
the premises or building;
That the Contracting Officer does not warrant or represent that the premises or
building comply with applicable Federal, State and local law; and
(4) That the Lessor, and each prospective lender and purchaser are deemed to have
constructive notice of such facts as would be ascertainable by reasonable
prepurchase and precommitment inspection of the Premises and Building and by
inquiry to appropriate Federal, State and local Government officials.
(3)
6. 552.270-25 SUBSTITUTION OF TENANT AGENCY (SEP 1999)
The Government may, at any time and from time to time, substitute any Government agency or
agencies for the Government agency or agencies, if any, named in the lease.
7. 552.270-26 NO WAIVER (SEP1999)
No failure by either party to insist upon the strict performance of any provision of this lease or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or
partial rent or other performance by either party during the continuance of any such breach shall
constitute a waiver of any such breach of such provision.
8. 552.270-27 INTEGRATED AGREEMENT (SEP 1999)
This Lease, upon execution, contains the entire agreement of the parties and no prior written or
oral agreement, express or implied, shall be admissible to contradict the provisions of the Lease.
9. 552.270-28 MUTUALITY OF OBLIGATION (SEP 1999)
The obligations and covenants of the Lessor, and the Government's obligation to pay rent and
other Government obligations and covenants, arising under or related to this Lease, are
interdependent. The Government may, upon issuance of and delivery to Lessor of a final decision
asserting a claim against Lessor, set off such claim, in whole or in part, as against any payment or
payments then or thereafter due the Lessor under this lease. No setoff pursuant to this clause shall
constitute a breach by the Government of this lease.
10. 552.270-17 DELIVERY AND CONDITION (SEP 1999)
(a) Unless the Government elects to have the space occupied in increments, the space must be
delivered ready for occupancy as a complete unit. The Government reserves the right to
determine when the space is substantially complete.
(b) If the premises do not in every respect comply with the provisions of this lease the
Contracting Officer may, in accordance with the Failure in Performance clause of this lease,
elect to reduce the rent payments.
11. 552.270-18 DEFAULT IN DELIVERY —TIME EXTENSIONS (SEP 1999) (VARIATION)
(a) With respect to Lessor's obligation to deliver the premises substantially complete by the
delivery date, time is of the essence. If the Lessor fails to work diligently to ensure its
substantial completion by the delivery date or fails to substantially complete the work by
such date, the Government may by notice to the Lessor terminate this lease. Such
termination is effective when received by Lessor. The Lessor and the Lessor's sureties, if
any, are jointly and severally liable for any damages to the Government resulting from such
termination, as provided in this clause. The Government shall be entitled to the following
damages:
(1) The Government's aggregate rent and estimated real estate tax and operating cost
adjustments for the firm term and all option terms of its replacement lease or leases,
INITIALS:
ESSOR ' GOVERNMENT GSA FORM 3517B PAGE 5 (REV 11/05)
in excess of the aggregate rent and estimated real estate tax and operating cost
adjustments for the term. If the Government procures replacement premises for a
term (including all option terms) in excess of this term, the Lessor is not liable for
excess Government rent or adjustments during such excess lease term.
(2) All administrative and other costs the Government incurs in procuring a replacement
lease or leases.
(3)
Other, additional relief provided for in this lease, at law, or in equity.
(b) Damages to which the Government is entitled to under this clause are due and payable thirty
(30) days following the date Lessor receives notice from the Contracting Officer specifying
such damages.
(c) Delivery by Lessor of Tess than the minimum ANSI/SOMA Office Area square footage
required by this lease shall in no event be construed as substantial completion, except as
the Contracting Officer permits.
(d) The Government shall not terminate this lease under this clause nor charge the Lessor with
damages under this clause, if (1) the delay in substantially completing the work arises from
excusable delays and (2) the Lessor within 10 days from the beginning of any such delay
(unless extended in writing by the Contracting Officer) provides notice to the Contracting
Officer of the causes of delay. The Contracting Officer shall ascertain the facts and the
extent of delay. If the facts warrant, the Contracting Officer shall extend the delivery date, to
the extent of such delay at no additional costs to the Government. A time extension is the
sole remedy of the Lessor.
12. 552.270-19 PROGRESSIVE OCCUPANCY (SEP 1999)
The Government shall have the right to elect to occupy the space in partial increments prior to the
substantial completion of the entire leased premises, and the Lessor agrees to schedule its work
so as to deliver the space incrementally as elected by the Government. The Government shall pay
rent commencing with the first business day following substantial completion of the entire leased
premise unless the Government has elected to occupy the leased premises incrementally. In case
of incremental occupancy, the Government shall pay rent pro rata upon the first business day
following substantial completion of each incremental unit. Rental payments shall become due on
the first workday of the month following the month in which an increment of space is substantially
complete, except that should an increment of space be substantially completed after the fifteenth
day of the month, the payment due date will be the first workday of the second month following the
month in which it was substantially complete. The commencement date of the firm lease term will
be a composite determined from all rent commencement dates.
13. 552.270-21 EFFECT OF ACCEPTANCE AND OCCUPANCY (SEP 1999)
Neither the Government's acceptance of the premises for occupancy, nor the Government's
occupancy thereof, shall be construed as a waiver of any requirement of or right of the
Government under this Lease, or as otherwise prejudicing the Government with respect to any
such requirement or right.
14. 552.270-6 MAINTENANCE OF BUILDING AND PREMISES —RIGHT OF ENTRY (SEP 1999)
(VARIATION)
Except in case of damage arising out of the willful act or negligence of a Government employee,
Lessor shall maintain the premises, including the building, building systems, and all equipment,
fixtures, and appurtenances furnished by the Lessor under this lease, in good repair and condition
so that they are suitable in appearance and capable of supplying such heat, air conditioning, light,
ventilation, safety systems, access and other things to the premises, without reasonably
preventable or recurring disruption, as is required for the Government's access to, occupancy,
possession, use and enjoyment of the premises as provided in this lease. For the purpose of so
maintaining the premises, the Lessor may at reasonable times enter the premises with the
approval of the authorized Government representative in charge.
15. 552.270-10 FAILURE IN PERFORMANCE (SEP 1999)
The covenant to pay rent and the covenant to provide any service, utility, maintenance, or repair
required under this lease are interdependent. In the event of any failure by the Lessor to provide
INITIAL ,/ &
`*LESSOR GOVERNMENT GSA FORM 3517E PAGE 6 (REV 11/05)
any service, utility, maintenance, repair or replacement required under this lease the Government
may, by contract or otherwise, perform the requirement and deduct from any payment or payments
under this lease, then or thereafter due, the resulting cost to the Government, including all
administrative costs. If the Government elects to perform any such requirement, the Government
and each of its contractors shall be entitled to access to any and all areas of the building, access to
which is necessary to perform any such requirement, and the Lessor shall afford and facilitate such
access. Alternatively, the Government may deduct from any payment under this lease, then or
thereafter due, an amount which reflects the reduced value of the contract requirement not
performed. No deduction from rent pursuant to this clause shall constitute a default by the
Government under this lease. These remedies are not exclusive and are in addition to any other
remedies which may be available under this lease or at law.
16. 552.270-22 DEFAULT BY LESSOR DURING THE TERM (SEP 1999)
(a) Each of the following shall constitute a default by Lessor under this lease:
(1) Failure to maintain, repair, operate or service the premises as and when specified in
this lease, or failure to perform any other requirement of this lease as and when
required provided any such failure shall remain uncured for a period of thirty (30) days
next following Lessor's receipt of notice thereof from the Contracting Officer or an
authorized representative.
(2) Repeated and unexcused failure by Lessor to comply with one or more requirements
of this lease shall constitute a default notwithstanding that one or all such failures
shall have been timely cured pursuant to this clause.
(b) If a default occurs, the Government may, by notice to Lessor, terminate this lease for default
and if so terminated, the Government shall be entitled to the damages specified in the
Default in Delivery -Time Extensions clause.
17. 552.270-7 FIRE AND CASUALTY DAMAGE (SEP 1999)
If the entire premises are destroyed by fire or other casualty, this lease will immediately terminate.
In case of partial destruction or damage, so as to render the premises untenantable, as determined
by the Government, the Government may terminate the lease by giving written notice to the Lessor
within 15 calendar days of the fire or other casualty; if so terminated, no rent will accrue to the
Lessor after such partial destruction or damage; and if not so terminated, the rent will be reduced
proportionately by supplemental agreement hereto effective from the date of such partial
destruction or damage. Nothing in this lease shall be construed as relieving Lessor from liability for
damage to or destruction of property of the United States of America caused by the willful or
negligent act or omission of Lessor.
18. 552.270-8 COMPLIANCE WITH APPLICABLE LAW (SEP 1999)
Lessor shall comply with all Federal, state and local laws applicable to the Lessor as owner or
Lessor, or both, of the building or premises, including, without limitation, laws applicable to the
construction, ownership, alteration or operation of both or either thereof, and will obtain all
necessary permits, licenses and similar items at Lessor's expense. The Government will comply
with all Federal, State and local laws applicable to and enforceable against it as a tenant under this
lease; provided that nothing in this lease shall be construed as a waiver of any sovereign immunity
of the Government. This lease shall be governed by Federal law.
19. 552.270-12 ALTERATIONS (SEP 1999)
The Government shall have the right during the existence of this lease to make alterations, attach
fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures,
additions or structures so placed in, on, upon, or attached to the said premises shall be and remain
the property of the Government and may be removed or otherwise disposed of by the Government.
If the lease contemplates that the Government is the sole occupant of the building, for purposes of
this clause, the leased premises include the land on which the building is sited and the building
itself. Otherwise, the Government shall have the right to tie into or make any physical connection
with any structure located on the property as is reasonably necessary for appropriate utilization of
the leased space.
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SSORR GOVERNMENT GSA FORM 3517B PAGE 7 (REV 11/05)
20. 552.270-29 ACCEPTANCE OF SPACE (SEP 1999) (VARIATION)
(a) When the Lessor has completed all alterations, improvements, and repairs necessary to
meet the requirements of the lease, the Lessor shall notify the Contracting Officer. The
Contracting Officer or designated representative shall promptly inspect the space.
(b) The Government will accept the space and the lease term will begin after determining that
the space is substantially complete and contains the required ANSI/BOMA Office Area
square footage as indicated in the paragraph of this solicitation entitled "Amount and Type of
Space."
21. 552.270-9 INSPECTION —RIGHT OF ENTRY (SEP 1999)
(a) At any time and from time to time after receipt of an offer (until the same has been duly
withdrawn or rejected), after acceptance thereof and during the term, the agents, employees
and contractors of the Government may, upon reasonable prior notice to Offeror or Lessor,
enter upon the offered premises or the premises, and all other areas of the building access
to which is necessary to accomplish the purposes of entry, to determine the potential or
actual compliance by the Offeror or Lessor with the requirements of the solicitation or this
lease, which purposes shall include, but not be limited to:
(1) inspecting, sampling and analyzing of suspected asbestos -containing materials and
air monitoring for asbestos fibers;
(2) inspecting the heating, ventilation and air conditioning system, maintenance records,
and mechanical rooms for the offered premises or the premises;
(3) inspecting for any leaks, spills, or other potentially hazardous conditions which may
involve tenant exposure to hazardous or toxic substances; and
(4) inspecting for any current or past hazardous waste operations, to ensure that
appropriate mitigative actions were taken to alleviate any environmentally unsound
activities in accordance with Federal, State and local law.
(b) Nothing in this clause shall be construed to create a Government duty to inspect for toxic
materials or to impose a higher standard of care on the Government than on other lessees.
The purpose of this clause is to promote the ease with which the Government may inspect
the building. Nothing in this clause shall act to relieve the Lessor of any duty to inspect or
liability which might arise as a result of Lessor's failure to inspect for or correct a hazardous
condition.
22. 52.204-7 CENTRAL CONTRACTOR REGISTRATION (OCT 2003) (VARIATION)
(a) Definitions. As used in this clause —
"Central Contractor Registration (CCR) database" means the primary Government
repository for Contractor information required for the conduct of business with the
Government.
(b)
"Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by
Dun and Bradstreet, Inc. (D&B) to identify unique business entities.
"Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number
assigned by D&B plus a 4-character suffix that may be assigned by a business concern.
(D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned
at the discretion of the business concern to establish additional CCR records for identifying
alternative Electronic Funds Transfer (EFT) accounts for the same parent concern.
"Offeror" means the owner of the property offered, not an individual or agent representing
the owner.
"Registered in the CCR database" means that—
(1) The Contractor has entered all mandatory information, including the DUNS number or
the DUNS+4 number, into the CCR database; and
(2) The Government has validated all mandatory data fields and has marked the record
"Active."
(1)
By submission of an offer, the Offeror acknowledges the requirement that a
prospective awardee must be registered with D&B and in the CCR database prior to
INITIALS: &
SSOR GOVERNMENT GSA FORM 3517B PAGE 8 (REV 11/05)
award, during performance, and through final payment of any contract resulting from
this solicitation.
(2) The Offeror shall enter in the appropriate block, on the GSA Form 3518, entitled
Representations and Certifications, the legal entity's name and address, followed by
the DUNS or DUNS +4 number that identifies the Offeror's name and address exactly
as stated in the offer. The DUNS number will be used by the Contracting Officer to
verify that the Offeror is registered in the CCR database.
(c) If the Offeror does not have a DUNS number, it should contact Dun and Bradstreet directly
to obtain one.
(g)
(1) An Offeror may obtain a DUNS number—
(i) If located within the United States, by calling Dun and Bradstreet at 1-866-705-
5711 or via the Internet at http,//www.dnb.com; or
(ii) If located outside the United States, by contacting the local Dun and Bradstreet
office.
(2) The Offeror should be prepared to provide the following information:
(i) Company legal business.
(ii) Tradestyle, doing business, or other name by which your entity is commonly
recognized.
(iii) Company Physical Street Address, City, State, and ZIP Code.
(iv) Company Mailing Address, City, State and ZIP Code (if separate from
physical).
(v) Company Telephone Number.
(vi) Date the company was started.
(vii) Number of employees at your location.
(viii) Chief executive officer/key manager.
(ix) Line of business (industry).
(x) Company Headquarters name and address (reporting relationship within your
entity).
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.
Processing time, which normally takes 48 hours, should be taken into consideration when
registering. Offerors who are not registered should consider applying for registration
immediately upon receipt of this solicitation.
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.
(1) (i) If a Contractor has legally changed its business name, "doing business as"
name, or division name (whichever is shown on the contract), or has
transferred the assets used in performing the contract, the Contractor shall
comply with the requirements of Subpart 42.12 of the Federal Acquisition
Regulations (FAR) and provide the responsible Contracting Officer a fully
revised and initialed/signed GSA Form 3518, entitled Representations and
Certifications, along with written notification of its intention to (A) change the
name in the CCR database; and (B) provide the Contracting Officer with
sufficient documentation to verify and confirm the legally changed name or
change in ownership.
(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of
this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this
clause, and, in the absence of a properly executed novation or change -of -name
agreement, the CCR information that shows the Contractor to be other than the
Contractor indicated in the contract will be considered to be incorrect
information within the meaning of the "Suspension of Payment" paragraph of
the electronic funds transfer (EFT) clause of this contract.
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LESSOR GOVERNMENT GSA FORM 3517B PAGE 9 (REV 11/05)
(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. 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.
(h) Offerors and Contractors may obtain information on registration and annual confirmation
requirements via the Internet at http://www.ccr.00v or by calling 1-888-227-2423, or
269-961-5757.
23. 552.232-75 PROMPT PAYMENT (SEP 1999)
The Government will make payments under the terms and conditions specified in this clause.
Payment shall be considered as being made on the day a check is dated or an electronic funds
transfer is made. All days referred to in this clause are calendar days, unless otherwise specified.
(a) Payment due date.
(1) Rental payments. Rent shall be paid monthly in arrears and will be due on the first
workday of each month, and only as provided for by the lease.
(i) When the date for commencement of rent falls on the 15`h day of the month or
earlier, the initial monthly rental payment under this contract shall become due
on the first workday of the month following the month in which the
commencement of the rent is effective.
(ii) When the date for commencement of rent falls after the 15th day of the month,
the initial monthly rental payment under this contract shall become due on the
first workday of the second month following the month in which the
commencement of the rent is effective.
(2) Other payments. The due date for making payments other than rent shall be the later
of the following two events:
(i) The 30'h day after the designated billing office has received a proper invoice
from thg Contractor.
(ii) The 30 day after Government acceptance of the work or service. However, if
the designated billing office fails to annotate the invoice with the actidal date of
receipt, the invoice payment due date shall be deemed to be the 30` day after
the Contractor's invoice is dated, provided a proper invoice is received and
there is no disagreement over quantity, quality, or Contractor compliance with
contract requirements.
(b) Invoice and inspection requirements for payments other than rent.
(1) The Contractor shall prepare and submit an invoice to the designated billing office
after completion of the work. A proper invoice shall include the following items:
(i) Name and address of the Contractor.
(ii) Invoice date.
(iii) Lease number.
(iv) Government's order number or other authorization.
(v) Description, price, and quantity of work or services delivered.
(vi) Name and address of Contractor official to whom payment is to be sent (must
be the same as that in the remittance address in the lease or the order).
(vii) Name (where practicable), title, phone number, and mailing address of person
to be notified in the event of a defective invoice.
(2) The Government will inspect and determine the acceptability of the work performed or
services delivered within 7 days after the receipt of a proper invoice or notification of
completion of the work or services unless a different period is specified at the time the
order is placed. If actual acceptance occurs later, for the purpose of determining the
payment due date and calculation of interest, acceptance will be deemed to occur on
the last day of the 7-day inspection period. If the work or service is rejected for failure
to conform to the technical requirements of the contract, the 7 days will be counted
beginning with receipt of a new invoice or notification. In either case, the Contractor is
not entitled to any payment or interest unless actual acceptance by the Government
occurs.
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i.EESSOR GOVERNMENT GSA FORM 3517B PAGE 10 (REV 11/05)
(c) Interest Penalty.
(1) An interest penalty shall be paid automatically by the Government, without request
from the Contractor, if payment is not made by the due date.
(2) The interest penalty shall be at the rate established by the Secretary of the Treasury
under Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) that is in effect
on the day after the due date. This rate is referred to as the "Renegotiation Board
Interest Rate," and it is published in the Federal Register semiannually on or about
January 1 and July 1. The interest penalty shall accrue daily on the payment amount
approved by the Government and be compounded in 30-day increments inclusive
from the first day after the due date through the payment date.
Interest penalties will not continue to accrue after the filing of a claim for such
penalties under the clause at 52.233-1, Disputes, or for more than 1 year. Interest
penalties of less than $1.00 need not be paid.
(4) Interest penalties are not required on payment delays due to disagreement between
the Government and 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. Claims involving disputes, and any interest that may be
payable, will be resolved in accordance with the clause at 52.233-1, Disputes.
(3)
24. 552.232-76 ELECTRONIC FUNDS TRANSFER PAYMENT (MAR 2000) (VARIATION)
(a) The Government will make payments under this lease by electronic funds transfer (EFT).
The Lessor must, no later than 30 days before the first payment:
(1) Designate a financial institution for receipt of EFT payments.
(2) Submit this designation to the Contracting Officer or other Government official, as
directed.
(b) The Lessor must provide the following information:
(1) The American Bankers Association 9-digit identifying number for Automated Clearing
House (ACH) transfers of the financing institution receiving payment if the institution
has access to the Federal Reserve Communications System.
(2) Number of account to which funds are to be deposited.
(3) Type of depositor account ("C" for checking, "S" for savings).
(4) If the Lessor is a new enrollee to the EFT system, the Lessor must complete and
submit Form SF 3881, ACH Vendor/Miscellaneous Payment Enrollment Form, before
payment can be processed.
(c) If the Lessor, during the performance of this contract, elects to designate a different financial
institution for the receipt of any payment, the appropriate Government official must receive
notice of such change and the required information specified above no later than 30 days
before the date such change is to become effective.
(d) The documents furnishing the information required in this clause must be dated and contain
the:
(1) Signature, title, and telephone number of the Lessor or the Lessor's authorized
representative.
(2) Lessor's name.
(3) Lease number.
(e) Lessor's failure to properly designate a financial institution or to provide appropriate payee
bank account information may delay payments of amounts otherwise properly due.
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25. 552.232-70 INVOICE REQUIREMENTS (SEP 1999) (VARIATION)
(This clause is applicable to payments other than rent.)
(a) Invoices shall be submitted in an original only, unless otherwise specified, to the designated
billing office specified in this contract or order.
(b) Invoices must include the Accounting Control Transaction (ACT) number provided below or
on the order.
ACT Number (to be supplied on individual orders)
(c) If information or documentation in addition to that required by the Prompt Payment clause of
this contract is required in connection with an invoice for a particular order, the order will
indicate what information or documentation must be submitted.
26. 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)
(Applicable to leases over $2,500.)
(a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727,
41 U.S.C. 15 (hereafter referred to as "the Act"), may assign its rights to be paid amounts
due or to become due as a result of the performance of this contract to a bank, trust
company, or other financing institution, including any Federal lending agency. The assignee
under such an assignment may thereafter further assign or reassign its right under the
original assignment to any type of financing institution described in the preceding sentence.
(b) Any assignment or reassignment authorized under the Act and this clause shall cover all
unpaid amounts payable under this contract, and shall not be made to more than one party,
except that an assignment or reassignment may be made to one party as agent or trustee
for two or more parties participating in the financing of this contract.
(c) The Contractor shall not furnish or disclose to any assignee under this contract any
classified document (including this contract) or information related to work under this
contract until the Contracting Officer authorizes such action in writing.
27. 552.270-20 PAYMENT (SEP 1999) (VARIATION)
(a) When space is offered and accepted, the ANSI/BOMA Office Area square footage delivered
will be confirmed by:
(1) the Government's measurement of plans submitted by the successful Offeror as
approved by the Government, and an inspection of the space to verify that the
delivered space is in conformance with such plans or
(2) a mutual on -site measurement of the space, if the Contracting Officer determines that
it is necessary.
(b) Payment will not be made for space which is in excess of the amount of ANSI/BOMA Office
Area square footage stated in the lease.
(c) If it is determined that the amount of ANSI/BOMA Office Area square footage actually
delivered is less than the amount agreed to in the lease, the lease will be modified to reflect
the amount of Usable space delivered and the annual rental will be adjusted as follows:
Usable square feet not delivered multiplied by the ANSI/BOMA Office Area square foot
(USF) rate equals the reduction in annual rent. The rate per USF is determined by dividing
the total annual rental by the Usable square footage set forth in the lease.
USF Not Delivered X Rate per USF = Reduction in Annual Rent.
28. 552.203-5 COVENANT AGAINST CONTINGENT FEES (FEB 1990)
(Applicable to leases over $100,000.)
(a) The Contractor warrants that no person or agency has been employed or retained to solicit
or obtain this contract upon an agreement or understanding for a contingent fee, except a
bona fide employee or agency. For breach or violation of this warranty, the Government
shall have the right to annul this contract without liability or, in its discretion, to deduct from
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SOR GOVERNMENT GSA FORM 3517B PAGE 12 (REV 11/05)
the contract price or consideration, or otherwise recover the full amount of the contingent
fee.
(b) "Bona fide agency," as used in this clause, means an established commercial or selling
agency (including licensed real estate agents or brokers), maintained by a Contractor for the
purpose of securing business, that neither exerts nor proposes to exert improper influence to
solicit or obtain Government contracts nor holds itself out as being able to obtain any
Government contract or contracts through improper influence.
"Bona fide employee," as used in this clause, means a person, employed by a Contractor
and subject to the Contractor's supervision and control as to time, place, and manner of
performance, who neither exerts nor proposes to exert improper influence to solicit or obtain
Government contracts nor holds out as being able to obtain any Government contract or
contracts through improper influence.
"Contingent fee," as used in this clause, means any commission, percentage, brokerage, or
other fee that is contingent upon the success that a person or concern has in securing a
Government contract.
"Improper influence," as used in this clause, means any influence that induces or tends to
induce a Government employee or officer to give consideration or to act regarding a
Government contract on any basis other than the merits of the matter.
29. 52.203-7 ANTI -KICKBACK PROCEDURES (JUL 1995)
(Applicable to leases over $100,000 average net annual rental, including option periods.)
(a) Definitions.
"Kickback," as used in this clause, means any money, fee, commission, credit, gift, gratuity,
thing of value, or compensation of any kind which is provided, directly or indirectly, to any
prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for
the purpose of improperly obtaining or rewarding favorable treatment in connection with a
prime contract or in connection with a subcontract relating to a prime contract.
"Person," as used in this clause, means a corporation, partnership, business association of
any kind, trust, joint-stock company, or individual.
"Prime contract," as used in this clause, means a contract or contractual action entered into
by the United States for the purpose of obtaining supplies, materials, equipment, or services
of any kind.
"Prime Contractor," as used in this clause, means a person who has entered into a prime
contract with the United States.
"Prime Contractor employee," as used in this clause, means any officer, partner, employee,
or agent of a prime Contractor.
"Subcontract," as used in this clause, means a contract or contractual action entered into by
a prime Contractor or subcontractor for the purpose of obtaining supplies, materials,
equipment, or services of any kind under a prime contract.
"Subcontractor," as used in this clause, (1) means any person, other than the prime
Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services
of any kind under a prime contract or a subcontract entered into in connection with such
prime contract, and (2) includes any person who offers to furnish or furnishes general
supplies to the prime Contractor or a higher tier subcontractor.
"Subcontractor employee," as used in this clause, means any officer, partner, employee, or
agent of a subcontractor.
(b) The Anti -Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits any person from—
(1) Providing or attempting to provide or offering to provide any kickback;
(2) Soliciting, accepting, or attempting to accept any kickback; or
3) Including, directly or indirectly, the amount of any kickback in the contract price
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charged by a prime Contractor to the United States or in the contract price charged by
a subcontractor to a prime Contractor or higher tier subcontractor.
(c) (1) The Contractor shall have in place and follow reasonable procedures designed to
prevent and detect possible violations described in paragraph (b) of this clause in its
own operations and direct business relationships.
(2) When the Contractor has reasonable grounds to believe that a violation described in
paragraph (b) of this clause may have occurred, the Contractor shall promptly report
in writing the possible violation. Such reports shall be made to the inspector general of
the contracting agency, the head of the contracting agency if the agency does not
have an inspector general, or the Department of Justice.
(3) The Contractor shall cooperate fully with any Federal agency investigating a possible
violation described in paragraph (b) of this clause.
(4) The Contracting Officer may (i) offset the amount of the kickback against any monies
owed by the United States under the prime contract and/or (ii) direct that the Prime
Contractor withhold from sums owed a subcontractor under the prime contract, the
amount of the kickback. The Contracting Officer may order that monies withheld
under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the
Government has already offset those monies under subdivision (c)(4)(i) of this clause.
In either case, the Prime Contractor shall notify the Contracting Officer when the
monies are withheld.
(5)
The Contractor agrees to incorporate the substance of this clause, including
paragraph (c)(5) but excepting paragraph (c)(1), in all subcontracts under this contract
which exceed $100,000.
30. 52.223-6 DRUG -FREE WORKPLACE (MAY 2001)
(a) Definitions. As used in this clause —
"Controlled substance" means a controlled substance in schedules I through V of section
202 of the Controlled Substances Act (21 U.S.C. 812) and as further defined in regulation at
21 CFR 1308.11 - 1308.15.
"Conviction" means a finding of guilt (including a plea of nolo contendere) or imposition of
sentence, or both, by any judicial body charged with the responsibility to determine violations
of the Federal or State criminal drug statutes.
"Criminal drug statute" means a Federal or non -Federal criminal statute involving the
manufacture, distribution, dispensing, possession, or use of any controlled substance.
"Drug -free workplace" means the site(s) for the performance of work done by the Contractor
in connection with a specific contract where employees of the Contractor are prohibited from
engaging in the unlawful manufacture, distribution, dispensing, possession, or use of a
controlled substance.
"Employee" means an employee of a Contractor directly engaged in the performance of
work under a Government contract. "Directly engaged" is defined to include all direct cost
employees and any other Contractor employee who has other than a minimal impact or
involvement in contract performance.
"Individual" means an Offeror/Contractor that has no more than one employee including the
Offeror/Contractor.
(b) The Contractor, if other than an individual, shall —within 30 days after award (unless a
longer period is agreed to in writing for contracts of 30 days or more performance duration),
or as soon as possible for contracts of less than 30 days performance duration—
(1) Publish a statement notifying its employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is prohibited in
the Contractor's workplace and specifying the actions that will be taken against
employees for violations of such prohibition;
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ESSOR GOVERNMENT GSA FORM 3517B PAGE 14 (REV 11/05)
(2) Establish an ongoing drug -free awareness program to inform such employees
about—
(i) The dangers of drug abuse in the workplace;
(ii) The Contractor's policy of maintaining a drug -free workplace;
(iii) Any available drug counseling, rehabilitation, and employee assistance
programs; and
(iv) The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
(3)
Provide all employees engaged in performance of the contract with a copy of the
statement required by paragraph (b)(1) of this clause;
(4) Notify such employees in writing in the statement required by paragraph (b)(1) of this
clause that, as a condition of continued employment on this contract, the employee
will—
(i) Abide by the terms of the statement; and
(ii) Notify the employer in writing of the employee's conviction under a criminal
drug statute for a violation occurring in the workplace no later than 5 days after
such conviction;
(5)
Notify the Contracting Officer in writing within 10 days after receiving notice under
subdivision (b)(4)(ii) of this clause, from an employee or otherwise receiving actual
notice of such conviction. The notice shall include the position title of the employee;
(6) Within 30 days after receiving notice under subdivision (b)(4)(ii) of this clause of a
conviction, take one of the following actions with respect to any employee who is
convicted of a drug abuse violation occurring in the workplace:
(i) Taking appropriate personnel action against such employee, up to and
including termination; or
(ii) Require such employee to satisfactorily participate in a drug abuse assistance
or rehabilitation program approved for such purposes by a Federal, State, or
local health, law enforcement, or other appropriate agency; and
Make a good faith effort to maintain a drug -free workplace through implementation of
paragraphs (b)(1) through (b)(6) of this clause.
(c) The Contractor, if an individual, agrees by award of the contract or acceptance of a
purchase order, not to engage in the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance while performing this contract.
(d) In addition to other remedies available to the Government, the Contractor's failure to comply
with the requirements of paragraph (b) or (c) of this clause may, pursuant to FAR 23.506,
render the Contractor subject to suspension of contract payments, termination of the
contract or default, and suspension or debarment.
(7)
31. 552.203-70 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1999)
(Applicable to leases over $100,000.)
(a) If the head of the contracting activity (HCA) or his or her designee determines that there was
a violation of subsection 27(a) of the Office of Federal Procurement Policy Act, as amended
(41 U.S.C. 423), as implemented in the Federal Acquisition Regulation, the Government, at
its election, may—
(1) Reduce the monthly rental under this lease by 5 percent of the amount of the rental
for each month of the remaining term of the lease, including any option periods, and
recover 5 percent of the rental already paid;
(2) Reduce payments for alterations not included in monthly rental payments by 5 percent
of the amount of the alterations agreement; or
Reduce the payments for violations by a Lessor's subcontractor by an amount not to
exceed the amount of profit or fee reflected in the subcontract at the time the
subcontract was placed.
(b) Prior to making a determination as set forth above, the HCA or designee shall provide to the
Lessor a written notice of the action being considered and the basis therefor. The Lessor
shall have a period determined by the agency head or designee, but not Tess than
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SSOR GOVERNMENT GSA FORM 3517B PAGE 15 (REV 11/05)
(3)
30 calendar days after receipt of such notice, to submit in person, in writing, or through a
representative, information and argument in opposition to the proposed reduction. The
agency head or designee may, upon good cause shown, determine to deduct Tess than the
above amounts from payments.
(c) The rights and remedies of the Government specified herein are not exclusive, and are in
addition to any other rights and remedies provided by law or under this lease.
32. 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997)
(Applicable when cost or pricing data are required for work or services over $500,000.)
(a) If any price, including profit or fee, negotiated in connection with this contract, or any cost
reimbursable under this contract, was increased by any significant amount because—
(1) The Contractor or a subcontractor furnished cost or pricing data that were not
complete, accurate, and current as certified in its Certificate of Current Cost or Pricing
Data;
(2) A subcontractor or prospective subcontractor furnished the Contractor cost or pricing
data that were not complete, accurate, and current as certified in the Contractor's
Certificate of Current Cost or Pricing Data; or
(3) Any of these parties furnished data of any description that were not accurate, the
price or cost shall be reduced accordingly and the contract shall be modified to reflect
the reduction.
(b) Any reduction in the contract price under paragraph (a) of this clause due to defective data
from a prospective subcontractor that was not subsequently awarded the subcontract shall
be limited to the amount, plus applicable overhead and profit markup, by which—
(1) The actual subcontract or
(2) The actual cost to the Contractor, if there was no subcontract, was less than the
prospective subcontract cost estimate submitted by the Contractor; provided, that the
actual subcontract price was not itself affected by defective cost or pricing data.
(c) (1) If the Contracting Officer determines under paragraph (a) of this clause that a price or
cost reduction should be made, the Contractor agrees not to raise the following
matters as a defense:
(i) The Contractor or subcontractor was a sole source supplier or otherwise was in
a superior bargaining position and thus the price of the contract would not have
been modified even if accurate, complete, and current cost or pricing data had
been submitted.
(ii) The Contracting Officer should have known that the cost or pricing data in issue
were defective even though the Contractor or subcontractor took no affirmative
action to bring the character of the data to the attention of the Contracting
Officer.
(iii) The contract was based on an agreement about the total cost of the contract
and there was no agreement about the cost of each item procured under the
contract.
(iv) The Contractor or subcontractor did not submit a Certificate of Current Cost or
Pricing Data.
(2) (i) Except as prohibited by subdivision (c)(2)(ii) of this clause, an offset in an
amount determined appropriate by the Contracting Officer based upon the facts
shall be allowed against the amount of a contract price reduction if —
(A) The Contractor certifies to the Contracting Officer that, to the best of the
Contractor's knowledge and belief, the Contractor is entitled to the offset
in the amount requested; and
(B) The Contractor proves that the cost or pricing data were available before
the "as of date specified on its Certificate of Current Cost or Pricing
Data, and that the data were not submitted before such date.
(ii) An offset shall not be allowed if —
(A) The understated data were known by the Contractor to be understated
before the "as of" date specified on its Certificate of Current Cost or
Pricing Data; or
(B) The Government proves that the facts demonstrate that the contract
price would not have increased in the amount to be offset even if the
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GSA FORM 3517B PAGE 16 (REV 11/05)
available data had been submitted before the "as of" date specified on its
Certificate of Current Cost or Pricing Data.
(d) If any reduction in the contract price under this clause reduces the price of items for which
payment was made prior to the date of the modification reflecting the price reduction, the
Contractor shall be liable to and shall pay the United States at the time such overpayment is
repaid—
(1) Simple interest on the amount of such overpayment to be computed from the date(s)
of overpayment to the Contractor to the date the Government is repaid by the
Contractor at the applicable underpayment rate effective for each quarter prescribed
by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and
(2) A penalty equal to the amount of the overpayment, if the Contractor or subcontractor
knowingly submitted cost or pricing data that were incomplete, inaccurate, or
noncurrent.
33. 552.270-13 PROPOSALS FOR ADJUSTMENT (SEP 1999)
(a) The Contracting Officer may, from time to time during the term of this lease, require changes
to be made in the work or services to be performed and in the terms or conditions of this
lease. Such changes will be required under the Changes clause.
(b) If the Contracting Officer makes a change within the general scope of the lease, the Lessor
shall submit, in a timely manner, an itemized cost proposal for the work to be accomplished
or services to be performed when the cost exceeds $100,000. The proposal, including all
subcontractor work, will contain at least the following detail—
(1) Material quantities and unit costs;
(2) Labor costs (identified with specific item or material to be placed or operation to be
performed;
(3) Equipment costs;
(4) Worker's compensation and public liability insurance;
(5) Overhead;
(6) Profit; and
(7) Employment taxes under FICA and FUTA.
(c) The following Federal Acquisition Regulation (FAR) provisions also apply to all proposals
exceeding $500,000 in cost—
(1) The Lessor shall provide cost or pricing data including subcontractor cost or pricing
data (48 CFR 15.403-4) and
(2) The Lessor's representative, all Contractors, and subcontractors whose portion of the
work exceeds $500,000 must sign and return the "Certificate of Current Cost or
Pricing Data" (48 CFR 15.406-2).
(d) Lessors shall also refer to 48 CFR Part 31, Contract Cost Principles, for information on
which costs are allowable, reasonable, and allocable in Government work.
34. 552.270-14 CHANGES (SEP 1999) (VARIATION)
(a) The Contracting Officer may at any time, by written order, make changes within the general
scope of this lease in any one or more of the following:
(1) Specifications (including drawings and designs);
(2) Work or services;
(3) Facilities or space layout; or
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LESSOR GOVERNMENT GSA FORM 3517B PAGE 17 (REV 11/05)
(4) Amount of space, provided the Lessor consents to the change.
(b) If any such change causes an increase or decrease in Lessor's cost of or the time required
for performance under this lease, whether or not changed by the order, the Contracting
Officer shall modify this lease to provide for one or more of the following:
(1) A modification of the delivery date;
(2) An equitable adjustment in the rental rate;
(3) A lump sum equitable adjustment; or
(4) An equitable adjustment of the annual operating costs per ANSI/BOMA Office Area
square foot specified in this lease.
(c) The Lessor shall assert its right to an adjustment under this clause within 30 days from the
date of receipt of the change order and shall submit a proposal for adjustment. Failure to
agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in
this clause shall excuse the Lessor from proceeding with the change as directed.
(d) Absent such written change order, the Government shall not be liable to Lessor under this
clause.
35. 552.215-70 EXAMINATION OF RECORDS BY GSA (FEB 1996)
The Contractor agrees that the Administrator of General Services or any duly authorized
representative shall, until the expiration of 3 years after final payment under this contract, or of the
time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition
Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any
books, documents, papers, and records of the Contractor involving transactions related to this
contract or compliance with any clauses thereunder. The Contractor further agrees to include in all
its subcontracts hereunder a provision to the effect that the subcontractor agrees that the
Administrator of General Services or any duly authorized representatives shall, until the expiration
of 3 years after final payment under the subcontract, or of the time periods for the particular
records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever
expires earlier, have access to and the right to examine any books, documents, papers, and
records of such subcontractor involving transactions related to the subcontract or compliance with
any clauses thereunder. The term "subcontract" as used in this clause excludes (a) purchase
orders not exceeding $100,000 and (b) subcontracts or purchase orders for public utility services at
rates established for uniform applicability to the general public.
36. 52.215-2 AUDIT AND RECORDS —NEGOTIATION (JUN 1999)
(a) As used in this clause, "records" includes books, documents, accounting procedures and
practices, and other data, regardless of type and regardless of whether such items are in
written form, in the form of computer data, or in any other form.
(b) Examination of costs. If this is a cost -reimbursement, incentive, time -and -materials, labor -
hour, or price redeterminable contract, or any combination of these, the Contractor shall
maintain and the Contracting Officer, or an authorized representative of the Contracting
Officer, shall have the right to examine and audit all records and other evidence sufficient to
reflect properly all costs claimed to have been incurred or anticipated to be incurred directly
or indirectly in performance of this contract. This right of examination shall include inspection
at all reasonable times of the Contractor's plants, or parts of them, engaged in performing
the contract.
(c) Cost or pricing data. If the Contractor has been required to submit cost or pricing data in
connection with any pricing action relating to this contract, the Contracting Officer, or an
authorized representative of the Contracting Officer, in order to evaluate the accuracy,
completeness, and currency of the cost or pricing data, shall have the right to examine and
audit all of the Contractor's records, including computations and projections, related to—
(1) The proposal for the contract, subcontract, or modification;
(2) The discussions conducted on the proposal(s), including those related to negotiating;
3) Pricing of the contract, subcontract, or modification; or
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GSA FORM 3517B PAGE 18 (REV 11/05)
(4) Performance of the contract, subcontract or modification.
(d) Comptroller General.
(1) The Comptroller General of the United States, or an authorized representative, shall
have access to and the right to examine any of the Contractor's directly pertinent
records involving transactions related to this contract or a subcontract hereunder.
(2) This paragraph may not be construed to require the Contractor or subcontractor to
create or maintain any record that the Contractor or subcontractor does not maintain
in the ordinary course of business or pursuant to a provision of law.
(e) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the
Contracting Officer or an authorized representative of the Contracting Officer shall have the
right to examine and audit the supporting records and materials, for the purpose of
evaluating—
(f)
(g)
(1) The effectiveness of the Contractor's policies and procedures to produce data
compatible with the objectives of these reports; and
(2) The data reported.
Availability. The Contractor shall make available at its office at all reasonable times the
records, materials, and other evidence described in paragraphs (a), (b), (c), (d), and (e) of
this clause, for examination, audit, or reproduction, until 3 years after final payment under
this contract or for any shorter period specified in Subpart 4.7, Contractor Records
Retention, of the Federal Acquisition Regulation (FAR), or for any longer period required by
statute or by other clauses of this contract. In addition—
(1) If this contract is completely or partially terminated, the Contractor shall make
available the records relating to the work terminated until 3 years after any resulting
final termination settlement; and
(2) The Contractor shall make available records relating to appeals under the Disputes
clause or to litigation or the settlement of claims arising under or relating to this
contract until such appeals, litigation, or claims are finally resolved.
The Contractor shall insert a clause containing all the terms of this clause, including this
paragraph (g), in all subcontracts under this contract that exceed the simplified acquisition
threshold, and—
(1) That are cost -reimbursement, incentive, time -and -materials, labor -hour, or price-
redeterminable type or any combination of these;
(2) For which cost or pricing data are required; or
(3) That require the subcontractor to furnish reports as discussed in paragraph (e) of this
clause.
The clause may be altered only as necessary to identify properly the contracting parties and
the Contracting Officer under the Government prime contract.
37. 52.233-1 DISPUTES (JUL 2002)
(a)
This contract is subject to the Contract Disputes Act of 1978, as amended
(41 U.S.C. 601-613).
(b) Except as provided in the Act, all disputes arising under or relating to this contract shall be
resolved under this clause.
(c) "Claim," as used in this clause, means a written demand or written assertion by one of the
contracting parties seeking, as a matter of right, the payment of money in a sum certain, the
adjustment or interpretation of contract terms, or other relief arising under or relating to this
contract. However, a written demand or written assertion by the Contractor seeking the
payment of money exceeding $100,000 is not a claim under the Act until certified. A
er, invoice, or other routine request for payment that is not in dispute when submitted
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is not a claim under the Act. The submission may be converted to a claim under the Act, by
complying with the submission and certification requirements of this clause, if it is disputed
either as to liability or amount or is not acted upon in a reasonable time.
(d) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this
contract, submitted within 6 years after accrual of the claim to the Contracting Officer
for a written decision. A claim by the Government against the Contractor shall be
subject to a written decision by the Contracting Officer.
(2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of
this clause when submitting any claim exceeding $100,000.
(ii) The certification requirement does not apply to issues in controversy that have
not been submitted as all or part of a claim.
(iii) The certification shall state as follows: "I certify that the claim is made in good
faith; that the supporting data are accurate and complete to the best of my
knowledge and belief; that the amount requested accurately reflects the
contract adjustment for which the Contractor believes the Government is liable;
and that I am duly authorized to certify the claim on behalf of the Contractor."
The certification may be executed by any person duly authorized to bind the
Contractor with respect to the claim.
(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in
writing by the Contractor, render a decision within 60 days of the request. For Contractor -
certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim
or notify the Contractor of the date by which the decision will be made.
(3)
(f) The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit
as provided in the Act.
If the claim by the Contractor is submitted to the Contracting Officer or a claim by the
Government is presented to the Contractor, the parties, by mutual consent, may agree to
use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the
Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific
reasons for rejecting the offer.
(h) The Government shall pay interest on the amount found due and unpaid from (1) the date
that the Contracting Officer receives the claim (certified, if required); or (2) the date that
payment otherwise would be due, if that date is later, until the date of payment. With regard
to claims having defective certifications, as defined in FAR 33.201, interest shall be paid
from the date that the Contracting Officer initially receives the claim. Simple interest on
claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act,
which is applicable to the period during which the Contracting Officer receives the claim and
then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during
the pendency of the claim.
The Contractor shall proceed diligently with performance of this contract, pending final
resolution of any request for relief, claim, appeal, or action arising under the contract, and
comply with any decision of the Contracting Officer.
(g)
(i)
38. 52.222-26 EQUAL OPPORTUNITY (APR 2002)
(Applicable to leases over $10,000.)
(a) Definition. "United States," as used in this clause, means the 50 States, the District of
Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S.
Virgin Islands, and Wake Island.
(b) If, during any 12-month period (including the 12 months preceding the award of this
contract), the Contractor has been or is awarded nonexempt Federal contracts and/or
subcontracts that have an aggregate value in excess of $10,000, the Contractor shall
comply with paragraphs (b)(1) through (b)(11) of this clause, except for work performed
outside the United States by employees who were not recruited within the United States.
Upon request, the Contractor shall provide information necessary to determine the
applicability of this clause.
(1) The Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. However, it shall
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not be a violation of this clause for the Contractor to extend a publicly announced
preference in employment to Indians living on or near an Indian reservation, in
connection with employment opportunities on or near an Indian reservation, as
permitted by 41 CFR 60-1.5.
(2) The Contractor shall take affirmative action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color,
religion, sex, or national origin. This shall include, but not be limited to—
(i) Employment;
(ii) Upgrading;
(iii) Demotion;
(iv) Transfer;
(v) Recruitment or recruitment advertising;
(vi) Layoff or termination;
(vii) Rates of pay or other forms of compensation; and
(viii) Selection for training, including apprenticeship.
(3) The Contractor shall post in conspicuous places available to employees and
applicants for employment the notices to be provided by the Contracting Officer that
explain this clause.
(4) The Contractor shall, in all solicitations or advertisements for employees placed by or
on behalf of the Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, or national origin.
(5) The Contractor shall send, to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or understanding, the
notice to be provided by the Contracting Officer advising the labor union or workers'
representative of the Contractor's commitments under this clause, and post copies of
the notice in conspicuous places available to employees and applicants for
employment.
(6) The Contractor shall comply with Executive Order 11246, as amended, and the rules,
regulations, and orders of the Secretary of Labor.
(7) The Contractor shall furnish to the contracting agency all information required by
Executive Order 11246, as amended, and by the rules, regulations, and orders of the
Secretary of Labor. The Contractor shall also file Standard Form 100, (EEO-1), or any
successor form, as prescribed in 41 CFR part 60-1. Unless the Contractor has filed
within the 12 months preceding the date of contract award, the Contractor shall, within
30 days after contract award, apply to either the regional Office of Federal Contract
Compliance Programs (OFCCP) or the local office of the Equal Employment
Opportunity Commission for the necessary forms.
(8) The Contractor shall permit access to its premises, during normal business hours, by
the contracting agency or the OFCCP for the purpose of conducting on -site
compliance evaluations and complaint investigations. The Contractor shall permit the
Government to inspect and copy any books, accounts, records (including
computerized records), and other material that may be relevant to the matter under
investigation and pertinent to compliance with Executive Order 11246, as amended,
and rules and regulations that implement the Executive Order.
If the OFCCP determines that the Contractor is not in compliance with this clause or
any rule, regulation, or order of the Secretary of Labor, this contract may be canceled,
terminated, or suspended in whole or in part and the Contractor may be declared
ineligible for further Government contracts, under the procedures authorized in
Executive Order 11246, as amended. In addition, sanctions may be imposed and
remedies invoked against the Contractor as provided in Executive Order 11246, as
amended; in the rules, regulations, and orders of the Secretary of Labor; or as
otherwise provided by law.
(10) The Contractor shall include the terms and conditions of paragraphs (b)(1) through
(11) of this clause in every subcontract or purchase order that is not exempted by the
rules, regulations, or orders of the Secretary of Labor issued under Executive Order
11246, as amended, so that these terms and conditions will be binding upon each
subcontractor or vendor.
(9)
(111 The Contractor shall take such action with respect to any subcontract or purchase
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GSA FORM 3517B PAGE 21 (REV 11/05)
order as the Contracting Officer may direct as a means of enforcing these terms and
conditions, including sanctions for noncompliance, provided, that if the Contractor
becomes involved in, or is threatened with, litigation with a subcontractor or vendor as
a result of any direction, the Contractor may request the United States to enter into
the litigation to protect the interests of the United States.
(c) Notwithstanding any other clause in this contract, disputes relative to this clause will be
governed by the procedures in 41 CFR 60-1.1.
39. 52.222-24 PREAWARD ON -SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION
(FEB 1999)
(Applicable to leases over $10,000,000.)
If a contract in the amount of $10 million or more will result from this solicitation, the prospective
Contractor and its known first -tier subcontractors with anticipated subcontracts of $10 million or
more shall be subject to a preaward compliance evaluation by the Office of Federal Contract
Compliance Programs (OFCCP), unless, within the preceding 24 months, OFCCP has conducted
an evaluation and found the prospective Contractor and subcontractors to be in compliance with
Executive Order 11246.
40. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
(Applicable to leases over $10,000.)
(a) "Segregated facilities," as used in this clause, means any waiting rooms, work areas, rest
rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and
other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment
areas, transportation, and housing facilities provided for employees, that are segregated by
explicit directive or are in fact segregated on the basis of race, color, religion, sex, or
national origin because of written or oral policies or employee custom. The term does not
include separate or single -user rest rooms or necessary dressing or sleeping areas provided
to assure privacy between the sexes.
(b) The Contractor agrees that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments, and that it does not and will not permit its
employees to perform their services at any location under its control where segregated
facilities are maintained. The Contractor agrees that a breach of this clause is a violation of
the Equal Opportunity clause in this contract.
(c) The Contractor shall include this clause in every subcontract and purchase order that is
subject to the Equal Opportunity clause of this contract.
41. 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF
THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (DEC 2001)
(Applicable to leases over $25,000.)
(a) Definitions. As used in this clause —
"All employment openings" means all positions except executive and top management,
those positions that will be filled from within the Contractor's organization, and positions
lasting 3 days or less. This term includes full-time employment, temporary employment of
more than 3 days duration, and part-time employment.
"Executive and top management" means any employee—
(1) Whose primary duty consists of the management of the enterprise in which the
individual is employed or of a customarily recognized department or subdivision
thereof;
(2) Who customarily and regularly directs the work of two or more other employees;
(3)
Who has the authority to hire or fire other employees or whose suggestions and
recommendations as to the hiring or firing and as to the advancement and promotion
or any other change of status of other employees will be given particular weight;
(4) Who customarily and regularly exercises discretionary powers; and
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GOVERNMENT GSA FORM 3517B PAGE 22 (REV 11/05)
(5) Who does not devote more than 20 percent or, in the case of an employee of a retail
or service establishment, who does not devote more than 40 percent of total hours of
work in the work week to activities that are not directly and closely related to the
performance of the work described in paragraphs (1) through (4) of this definition.
This paragraph (5) does not apply in the case of an employee who is in sole charge of
an establishment or a physically separated branch establishment, or who owns at
least a 20 percent interest in the enterprise in which the individual is employed.
"Other eligible veteran" means any other veteran who served on active duty during a war or
in a campaign or expedition for which a campaign badge has been authorized.
"Positions that will be filled from within the Contractor's organization" means employment
openings for which the Contractor will give no consideration to persons outside the
Contractor's organization (including any affiliates, subsidiaries, and parent companies) and
includes any openings the Contractor proposes to fill from regularly established "recall" lists.
The exception does not apply to a particular opening once an employer decides to consider
applicants outside of its organization.
"Qualified special disabled veteran" means a special disabled veteran who satisfies the
requisite skill, experience, education, and other job -related requirements of the employment
position such veteran holds or desires, and who, with or without reasonable accommodation,
can perform the essential functions of such position.
"Special disabled veteran" means—
(1) A veteran who is entitled to compensation (or who but for the receipt of military retired
pay would be entitled to compensation) under laws administered by the Department of
Veterans Affairs for a disability—
(i) Rated at 30 percent or more; or
(ii) Rated at 10 or 20 percent in the case of a veteran who has been determined
under 38 U.S.C. 3106 to have a serious employment handicap (i.e., a
significant impairment of the veteran's ability to prepare for, obtain, or retain
employment consistent with the veteran's abilities, aptitudes, and interests); or
(2) A person who was discharged or released from active duty because of a
service -connected disability.
"Veteran of the Vietnam era" means a person who—
(1) Served on active duty for a period of more than 180 days and was discharged or
released from active duty with other than a dishonorable discharge, if any part of such
active duty occurred—
(i) In the Republic of Vietnam between February 28, 1961, and May 7, 1975; or
(ii) Between August 5, 1964, and May 7, 1975, in all other cases; or
(2) Was discharged or released from active duty for a service -connected disability if any
part of the active duty was performed—
(i) In the Republic of Vietnam between February 28, 1961, and May 7, 1975; or
(ii) Between August 5, 1964, and May 7, 1975, in all other cases.
(b) General.
(1) -fhe Contractor shall not discriminate against the individual because the individual is a
special disabled veteran, a veteran of the Vietnam era, or other eligible veteran,
regarding any position for which the employee or applicant for employment is
qualified. The Contractor shall take affirmative action to employ, advance in
employment, and otherwise treat qualified special disabled veterans, veterans of the
Vietnam era, and other eligible veterans without discrimination based upon their
disability or veterans' status in all employment practices such as—
(i) Recruitment, advertising, and job application procedures;
(ii) Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff,
termination, right of return from layoff and rehiring;
(iii) Rate of pay or any other form of compensation and changes in compensation;
(iv) Job assignments, job classifications, organizational structures, position
descriptions, lines of progression, and seniority lists;
(v) Leaves of absence, sick leave, or any other leave;
(vi) Fringe benefits available by virtue of employment, whether or not administered
by the Contractor;
(vii) Selection and financial support for training, including apprenticeship, and on-
the-job training under 38 U.S.C. 3687, professional meetings, conferences, and
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other related activities, and selection for leaves of absence to pursue training;
(viii) Activities sponsored by the Contractor including social or recreational
programs; and
(ix) Any other term, condition, or privilege of employment.
(2) The Contractor shall comply with the rules, regulations, and relevant orders of the
Secretary of Labor issued under the Vietnam Era Veterans' Readjustment Assistance
Act of 1972 (the Act), as amended (38 U.S.C. 4211 and 4212).
(c) Listing openings.
(1) The Contractor shall immediately list all employment openings that exist at the time of
the execution of this contract and those which occur during the performance of this
contract, including those not generated by this contract, and including those occurring
at an establishment of the Contractor other than the one where the contract is being
performed, but excluding those of independently operated corporate affiliates, at an
appropriate local public employment service office of the State wherein the opening
occurs. Listing employment openings with the U.S. Department of Labor's America's
Job Bank shall satisfy the requirement to list jobs with the local employment service
office.
(2) The Contractor shall make the listing of employment openings with the local
employment service office at least concurrently with using any other recruitment
source or effort and shall involve the normal obligations of placing a bona fide job
order, including accepting referrals of veterans and nonveterans. This listing of
employment openings does not require hiring any particular job applicant or hiring
from any particular group of job applicants and is not intended to relieve the
Contractor from any requirements of Executive orders or regulations concerning
nondiscrimination in employment.
Whenever the Contractor becomes contractually bound to the listing terms of this
clause, it shall advise the State public employment agency in each State where it has
establishments of the name and location of each hiring location in the State. As long
as the Contractor is contractually bound to these terms and has so advised the State
agency, it need not advise the State agency of subsequent contracts. The Contractor
may advise the State agency when it is no longer bound by this contract clause.
(d) Applicability. This clause does not apply to the listing of employment openings that occur
and are filled outside the 50 States, the District of Columbia, the Commonwealth of Puerto
Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, the
Virgin Islands of the United States, and Wake Island.
(3)
(e) Postings.
(1) The Contractor shall post employment notices in conspicuous places that are
available to employees and applicants for employment.
(2) The employment notices shall—
(i) State the rights of applicants and employees as well as the Contractor's
obligation under the law to take affirmative action to employ and advance in
employment qualified employees and applicants who are special disabled
veterans, veterans of the Vietnam era, and other eligible veterans; and
(ii) Be in a form prescribed by the Deputy Assistant Secretary for Federal Contract
Compliance Programs, Department of Labor (Deputy Assistant Secretary of
Labor), and provided by or through the Contracting Officer.
The Contractor shall ensure that applicants or employees who are special disabled
veterans are informed of the contents of the notice (e.g., the Contractor may have the
notice read to a visually disabled veteran, or may lower the posted notice so that it
can be read by a person in a wheelchair).
(4) The Contractor shall notify each labor union or representative of workers with which it
has a collective bargaining agreement, or other contract understanding, that the
Contractor is bound by the terms of the Act and is committed to take affirmative action
to employ, and advance in employment, qualified special disabled veterans, veterans
of the Vietnam era, and other eligible veterans.
(3)
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GSA FORM 3517E PAGE 24 (REV 11/05)
(f)
(g)
Noncompliance. If the Contractor does not comply with the requirements of this clause, the
Government may take appropriate actions under the rules, regulations, and relevant orders
of the Secretary of Labor issued pursuant to the Act.
Subcontracts. The Contractor shall insert the terms of this clause in all subcontracts or
purchase orders of $25,000 or more unless exempted by rules, regulations, or orders of the
Secretary of Labor. The Contractor shall act as specified by the Deputy Assistant Secretary
of Labor to enforce the terms, including action for noncompliance.
42. 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)
(Applicable to leases over $10,000.)
(a) General.
(1) Regarding any position for which the employee or applicant for employment is
qualified, the Contractor shall not discriminate against any employee or applicant
because of physical or mental disability. The Contractor agrees to take affirmative
action to employ, advance in employment and otherwise treat qualified individuals
with disabilities without discrimination based upon their physical or mental disability in
all employment practices such as—
(i) Recruitment, advertising, and job application procedures;
(ii) Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff,
termination, right of return from layoff, and rehiring;
(iii) Rates of pay or any other form of compensation and changes in compensation;
(iv) Job assignments, job classifications, organizational structures, position
descriptions, lines of progression, and seniority lists;
(v) Leaves of absence, sick leave, or any other leave;
(vi) Fringe benefits available by virtue of employment, whether or not administered
by the Contractor;
(vii) Selection and financial support for training, including apprenticeships,
professional meetings, conferences, and other related activities, and selection
for leaves of absence to pursue training;
(viii) Activities sponsored by the Contractor, including social or recreational
programs; and
(ix) Any other term, condition, or privilege of employment.
(2) The Contractor agrees to comply with the rules, regulations, and relevant orders of
the Secretary of Labor (Secretary) issued under the Rehabilitation Act of 1973 (29
U.S.C. 793) (the Act), as amended.
(b) Postings.
(1) The Contractor agrees to post employment notices stating—
(i) the Contractor's obligation under the law to take affirmative action to employ
and advance in employment qualified individuals with disabilities and
(ii) the rights of applicants and employees.
(2) These notices shall be posted in conspicuous places that are available to employees
and applicants for employment. The Contractor shall ensure that applicants and
employees with disabilities are informed of the contents of the notice (e.g., the
Contractor may have the notice read to a visually disabled individual, or may lower the
posted notice so that it might be read by a person in a wheelchair). The notices shall
be in a form prescribed by the Deputy Assistant Secretary for Federal Contract
Compliance of the U.S. Department of Labor (Deputy Assistant Secretary) and shall
be provided by or through the Contracting Officer.
The Contractor shall notify each labor union or representative of workers with which it
has a collective bargaining agreement or other contract understanding, that the
Contractor is bound by the terms of Section 503 of the Act and is committed to take
affirmative action to employ, and advance in employment, qualified individuals with
physical or mental disabilities.
(c) Noncompliance. If the Contractor does not comply with the requirements of this clause,
appropriate actions may be taken under the rules, regulations, and relevant orders of the
Secretary issued pursuant to the Act.
(3)
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(d) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or
purchase order in excess of $10,000 unless exempted by rules, regulations, or orders of the
Secretary. The Contractor shall act as specified by the Deputy Assistant Secretary to
enforce the terms, including action for noncompliance.
43. 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF
THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (DEC 2001)
(Applicable to leases over $25,000.)
(a) Unless the Contractor is a State or local government agency, the Contractor shall report at
least annually, as required by the Secretary of Labor, on—
(1) The number of special disabled veterans, the number of veterans of the Vietnam era,
and other eligible veterans in the workforce of the Contractor by job category and
hiring location; and
(2) The total number of new employees hired during the period covered by the report,
and of the total, the number of special disabled veterans, the number of veterans of
the Vietnam era, and the number of other eligible veterans; and
The maximum number and the minimum number of employees of the Contractor
during the period covered by the report.
(b) The Contractor shall report the above items by completing the Form VETS-100, entitled
"Federal Contractor Veterans' Employment Report (VETS-100 Report)."
(c) The Contractor shall submit VETS-100 Reports no later than September 30 of each year
beginning September 30, 1988.
(d) The employment activity report required by paragraph (a)(2) of this clause shall reflect total
hires during the most recent 12-month period as of the ending date selected for the
employment profile report required by paragraph (a)(1) of this clause. Contractors may
select an ending date—
(1) As of the end of any pay period between July 1 and August 31 of the year the report is
due; or
(2) As of December 31, if the Contractor has prior written approval from the Equal
Employment Opportunity Commission to do so for purposes of submitting the
Employer Information Report EEO-1 (Standard Form 100).
(e) The Contractor shall base the count of veterans reported according to paragraph (a) of this
clause on voluntary disclosure. Each Contractor subject to the reporting requirements at
38 U.S.C. 4212 shall invite all special disabled veterans, veterans of the Vietnam era, and
other eligible veterans who wish to benefit under the affirmative action program at 38 U.S.C.
4212 to identify themselves to the Contractor. The invitation shall state that—
(1) The information is voluntarily provided;
(2) The information will be kept confidential;
(3) Disclosure or refusal to provide the information will not subject the applicant or
employee to any adverse treatment; and
(4) The information will be used only in accordance with the regulations promulgated
under 38 U.S.C. 4212.
(f)
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(3)
The Contractor shall insert the terms of this clause in all subcontracts or purchase orders of
$25,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor.
8
GOVERNMENT GSA FORM 3517E PAGE 26 (REV 11/05)
44. 52.209-6 PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING
WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR
DEBARMENT (JAN 2005)
(Applicable to leases over $25,000.)
(a) The Government suspends or debars Contractors to protect the Government's interests.
The Contractor shall not enter into any subcontract in excess of $25,000 with a Contractor
that is debarred, suspended, or proposed for debarment unless there is a compelling reason
to do so.
(b) The Contractor shall require each proposed first -tier subcontractor, whose subcontract will
exceed $25,000, to disclose to the Contractor, in writing, whether as of the time of award of
the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or
proposed for debarment by the Federal Government
(c) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in
writing, before entering into a subcontract with a party that is debarred, suspended, or
proposed for debarment (see FAR 9.404 for information on the Excluded Parties List
System). The notice must include the following:
(1) The name of the subcontractor.
(2) The Contractor's knowledge of the reasons for the subcontractor being in the
Excluded Parties List System.
The compelling reason(s) for doing business with the subcontractor notwithstanding
its inclusion in the Excluded Parties List System.
(4) The systems and procedures the Contractor has established to ensure that it is fully
protecting the Government's interests when dealing with such subcontractor in view of
the specific basis for the party's debarment, suspension, or proposed debarment.
(3)
45. 52.215-12 SUBCONTRACTOR COST OR PRICING DATA (OCT 1997)
(Applicable when the clause at FAR 52.215-10 is applicable.)
(a) Before awarding any subcontract expected to exceed the threshold for submission of cost or
pricing data at FAR 15.403-4, on the date of agreement on price or the date of award,
whichever is later; or before pricing any subcontract modification involving a pricing
adjustment expected to exceed the threshold for submission of cost or pricing data at FAR
15.403-4, the Contractor shall require the subcontractor to submit cost or pricing data
(actually or by specific identification in writing), unless an exception under FAR 15.403-1
applies.
(b) The Contractor shall require the subcontractor to certify in substantially the form prescribed
in FAR 15.406-2 that, to the best of its knowledge and belief, the data submitted under
paragraph (a) of this clause were accurate, complete, and current as of the date of
agreement on the negotiated price of the subcontract or subcontract modification.
(c) In each subcontract that exceeds the threshold for submission of cost or pricing data at
FAR 15.403-4, when entered into, the Contractor shall insert either—
(1) The substance of this clause, including this paragraph (c), if paragraph (a) of this
clause requires submission of cost or pricing data for the subcontract; or
(2) The substance of the clause at FAR 52.215-13, Subcontractor Cost or Pricing Data —
Modifications.
46. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)
(Applicable to leases over $100,000 average net annual rental, including option periods.)
(a) It is the policy of the United States that small business concerns, veteran -owned small
business concerns, service -disabled veteran -owned small business concerns, HUBZone
small business concerns, small disadvantaged business concerns, and women -owned small
business concerns shall have the maximum practicable opportunity to participate in
performing contracts let by any Federal agency, including contracts and subcontracts for
systems, assemblies, components, and related services for major systems. It is further
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the policy of the United States that its prime contractors establish procedures to ensure the
timely payment of amounts due pursuant to the terms of their subcontracts with small
business concerns, veteran -owned small business concerns, service -disabled veteran -
owned small business concerns, HUBZone small business concerns, small disadvantaged
business concerns, and women -owned small business concerns.
(b) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the
fullest extent consistent with efficient contract performance. The Contractor further agrees to
cooperate in any studies or surveys as may be conducted by the United States Small
Business Administration or the awarding agency of the United States as may be necessary
to determine the extent of the Contractor's compliance with this clause.
(c) Definitions. As used in this contract—
"HUBZone small business concern" means a small business concern that appears on the
List of Qualified HUBZone Small Business Concerns maintained by the Small Business
Administration.
"Service -disabled veteran -owned small business concern"—
(1) Means a small business concern —
Not less than 51 percent of which is owned by one or more service -disabled
veterans or, in the case of any publicly owned business, not less than 51
percent of the stock of which is owned by one or more service -disabled
veterans; and
The management and daily business operations of which are controlled by one
or more service -disabled veterans or, in the case of a service -disabled veteran
with permanent and severe disability, the spouse or permanent caregiver of
such veteran.
(i)
(ii)
(2) Service -disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a
disability that is service -connected, as defined in 38 U.S.C. 101(16).
"Small business concern" means a small business as defined pursuant to Section 3 of the
Small Business Act and relevant regulations promulgated pursuant thereto.
"Small disadvantaged business concern" means a small business concern that represents,
as part of its offer that—
(1) It has received certification as a small disadvantaged business concern consistent
with 13 CFR part 124, Subpart B;
(2) No material change in disadvantaged ownership and control has occurred since its
certification;
(3)
Where the concern is owned by one or more individuals, the net worth of each
individual upon whom the certification is based does not exceed $750,000 after taking
into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and
(4) It is identified, on the date of its representation, as a certified small disadvantaged
business in the database maintained by the Small Business Administration (PRO -
Net).
"Veteran -owned small business concern" means a small business concern—
(1) Not less than 51 percent of which is owned by one or more veterans (as defined at
38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than
51 percent of the stock of which is owned by one or more veterans; and
(2) The management and daily business operations of which are controlled by one or
more veterans.
"Women -owned small business concern" means a small business concern—
(1) That is at least 51 percent owned by one or more women, or, in the case of any
publicly owned business, at least 51 percent of the stock of which is owned by one or
more women; and
LESSOR
GOVERNMENT GSA FORM 35176 PAGE 28 (REV 11/05)
(2) Whose management and daily business operations are controlled by one or more
women.
(d) Contractors acting in good faith may rely on written representations by their subcontractors
regarding their status as a small business concern, a veteran -owned small business
concern, a service -disabled veteran -owned small business concern, a HUBZone small
business concern, a small disadvantaged business concern, or a women -owned small
business concern.
47. 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JUL 2005)
(Applicable to leases over $500,000.)
(a) This clause does not apply to small business concerns.
(b) Definitions. As used in this clause —
"Commercial item" means a product or service that satisfies the definition of commercial
item in section 2.101 of the Federal Acquisition Regulation.
"Commercial plan" means a subcontracting plan (including goals) that covers the Offerors
fiscal year and that applies to the entire production of commercial items sold by either the
entire company or a portion thereof (e.g., division, plant, or product line).
"Individual contract plan" means a subcontracting plan that covers the entire contract period
(including option periods), applies to a specific contract, and has goals that are based on the
Offerors planned subcontracting in support of the specific contract, except that indirect costs
incurred for common or joint purposes may be allocated on a prorated basis to the contract.
"Master plan" means a subcontracting plan that contains all the required elements of an
individual contract plan, except goals, and may be incorporated into individual contract
plans, provided the master plan has been approved.
"Subcontract" means any agreement (other than one involving an employer -employee
relationship) entered into by a Federal Government prime Contractor or subcontractor
calling for supplies or services required for performance of the contract or subcontract.
(c) The Offeror, upon request by the Contracting Officer, shall submit and negotiate a
subcontracting plan, where applicable, that separately addresses subcontracting with small
business, veteran -owned small business, service -disabled veteran -owned small business,
HUBZone small business concerns, small disadvantaged business, and women -owned
small business concerns. If the Offeror is submitting an individual contract plan, the plan
must separately address subcontracting with small business, veteran -owned small business,
service -disabled veteran -owned small business, HUBZone small business, small
disadvantaged business, and women -owned small business concerns, with a separate part
for the basic contract and separate parts for each option (if any). The plan shall be included
in and made a part of the resultant contract. The subcontracting plan shall be negotiated
within the time specified by the Contracting Officer. Failure to submit and negotiate the
subcontracting plan shall make the Offeror ineligible for award of a contract.
(d) The Offerors subcontracting plan shall include the following:
(1) Goals, expressed in terms of percentages of total planned subcontracting dollars, for
the use of small business, veteran -owned small business, service -disabled veteran -
owned small business, HUBZone small business, small disadvantaged business, and
women -owned small business concerns as subcontractors. The Offeror shall include
all subcontracts that contribute to contract performance, and may include a
proportionate share of products and services that are normally allocated as indirect
costs.
(2) A statement of—
(i) Total dollars planned to be subcontracted for an individual contract plan; or the
Offerors total projected sales, expressed in dollars, and the total value of
projected subcontracts to support the sales for a commercial plan;
(ii) Total dollars planned to be subcontracted to small business concerns;
(iii) Total dollars planned to be subcontracted to veteran -owned small business
concerns;
(iv) Total dollars planned to be subcontracted to service -disabled veteran -owned
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GSA FORM 3517E PAGE 29 (REV 11/05)
small business;
(v) Total dollars planned to be subcontracted to HUBZone small business
concerns;
(vi) Total dollars planned to be subcontracted to small disadvantaged business
concerns; and
(vii) Total dollars planned to be subcontracted to women -owned small business
concerns.
(3) A description of the principal types of supplies and services to be subcontracted, and
an identification of the types planned for subcontracting to—
(i) Small business concerns;
(ii) Veteran -owned small business concerns;
(iii) Service -disabled veteran -owned small business concerns;
(iv) HUBZone small business concerns;
(v) Small disadvantaged business concerns; and
(vi) Women -owned small business concerns.
(4) A description of the method used to develop the subcontracting goals in paragraph
(d)(1) of this clause.
(5) A description of the method used to identify potential sources for solicitation purposes
(e.g., existing company source lists, the Procurement Marketing and Access Network
(PRO -Net) of the Small Business Administration (SBA), veterans service
organizations, the National Minority Purchasing Council Vendor Information Service,
the Research and Information Division of the Minority Business Development Agency
in the Department of Commerce, or small, HUBZone, small disadvantaged, and
women -owned small business trade associations). A firm may rely on the information
contained in PRO -Net as an accurate representation of a concern's size and
ownership characteristics for the purposes of maintaining a small, veteran -owned
small, service -disabled veteran -owned small, HUBZone small, small disadvantaged,
and women -owned small business source list. Use of PRO -Net as its source list does
not relieve a firm of its responsibilities (e.g., outreach, assistance, counseling, or
publicizing subcontracting opportunities) in this clause.
(6) A statement as to whether or not the Offeror included indirect costs in establishing
subcontracting goals, and a description of the method used to determine the
proportionate share of indirect costs to be incurred with—
(i) Small business concerns;
(ii) Veteran -owned small business concerns;
(iii) Service -disabled veteran -owned small business concerns;
(iv) HUBZone small business concerns;
(v) Small disadvantaged business concerns; and
(vi) Women -owned small business concerns.
The name of the individual employed by the Offeror who will administer the Offeror's
subcontracting program, and a description of the duties of the individual.
A description of the efforts the Offeror will make to assure that small business,
veteran -owned small business, service -disabled veteran -owned small business,
HUBZone small business, small disadvantaged business, and women -owned small
business concerns have an equitable opportunity to compete for subcontracts.
Assurances that the Offeror will include the clause of this contract entitled "Utilization
of Small Business Concerns" in all subcontracts that offer further subcontracting
opportunities, and that the Offeror will require all subcontractors (except small
business concerns) that receive subcontracts in excess of $500,000 ($1,000,000 for
construction of any public facility) to adopt a subcontracting plan that complies with
the requirements of this clause.
(10) Assurances that the Offeror will—
(i) Cooperate in any studies or surveys as may be required;
(ii) Submit periodic reports so that the Government can determine the extent of
compliance by the Offeror with the subcontracting plan;
(iii) Submit Standard Form (SF) 294, Subcontracting Report for Individual
Contracts, and/or SF 295, Summary Subcontract Report, in accordance with
paragraph (j) of this clause. The reports shall provide information on
subcontract awards to small business concerns, veteran -owned small business
concerns, service -disabled veteran -owned small business concerns, HUBZone
(7)
(8)
(9)
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GOVERNMENT GSA FORM 3517E PAGE 30 (REV 11/05)
small business concerns, small disadvantaged business concerns, women -
owned small business concerns, and Historically Black Colleges and
Universities and Minority Institutions. Reporting shall be in accordance with the
instructions on the forms or as provided in agency regulations.
(iv) Ensure that its subcontractors agree to submit SF 294 and SF 295.
(11) A description of the types of records that will be maintained concerning procedures
that have been adopted to comply with the requirements and goals in the plan,
including establishing source lists; and a description of the Offerors efforts to locate
small business, veteran -owned small business, service -disabled veteran -owned small
business, HUBZone small business, small disadvantaged business, and women -
owned small business concerns and award subcontracts to them. The records shall
include at least the following (on a plant -wide or company -wide basis, unless
otherwise indicated):
(i) Source lists (e.g., PRO -Net), guides, and other data that identify small
business, veteran -owned small business, service -disabled veteran -owned
small business, HUBZone small business, small disadvantaged business, and
women -owned small business concerns.
(ii) Organizations contacted in an attempt to locate sources that are small
business, veteran -owned small business, service -disabled veteran -owned
small business, HUBZone small business, small disadvantaged business, or
women -owned small business concerns.
(iii) Records on each subcontract solicitation resulting in an award of more than
$100,000, indicating —
(A) Whether small business concerns were solicited and, if not, why not;
(B) Whether veteran -owned small business concerns were solicited and, if
not, why not;
(C) Whether service -disabled veteran -owned small business concerns were
solicited and, if not, why not;
(D) Whether HUBZone small business concerns were solicited and, if not,
why not;
(E) Whether small disadvantaged business concerns were solicited and, if
not, why not;
(F) Whether women -owned small business concerns were solicited and, if
not, why not; and
(G) If applicable, the reason award was not made to a small business
concern.
(iv) Records of any outreach efforts to contact —
(A) Trade associations;
(B) Business development organizations;
(C) Conferences and trade fairs to locate small, HUBZone small, small
disadvantaged, and women -owned small business sources; and
(D) Veterans service organizations.
(v) Records of internal guidance and encouragement provided to buyers through —
(A) Workshops, seminars, training, etc.; and
(B) Monitoring performance to evaluate compliance with the program's
requirements.
(vi) On a contract -by -contract basis, records to support award data submitted by
the Offeror to the Government, including the name, address, and business size
of each subcontractor. Contractors having commercial plans need not comply
with this requirement.
(e) In order to effectively implement this plan to the extent consistent with efficient contract
performance, the Contractor shall perform the following functions:
(1) Assist small business, veteran -owned small business, service -disabled veteran -
owned small business, HUBZone small business, small disadvantaged business, and
women -owned small business concerns by arranging solicitations, time for the
preparation of bids, quantities, specifications, and delivery schedules so as to
facilitate the participation by such concerns. Where the Contractor's lists of potential
small business, veteran -owned small business, service -disabled veteran -owned small
business, HUBZone small business, small disadvantaged business, and women -
owned small business subcontractors are excessively long, reasonable effort shall be
made to give all such small business concerns an opportunity to compete over a
period of time.
(2) Provide adequate and timely consideration of the potentialities of small business,
veteran -owned small business, service -disabled veteran -owned small business,
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INITIAL
(f)
(g)
(3)
HUBZone small business, small disadvantaged business, and women -owned small
business concerns in all "make -or -buy" decisions.
Counsel and discuss subcontracting opportunities with representatives of small
business, veteran -owned small business, service -disabled veteran -owned small
business, HUBZone small business, small disadvantaged business, and women -
owned small business firms.
(4) Confirm that a subcontractor representing itself as a HUBZone small business
concern is identified as a certified HUBZone small business concern by accessing the
Central Contractor Registration (CCR) database or by contacting SBA.
Provide notice to subcontractors concerning penalties and remedies for
misrepresentations of business status as small, veteran -owned small business,
HUBZone small, small disadvantaged, or women -owned small business for the
purpose of obtaining a subcontract that is to be included as part or all of a goal
contained in the Contractor's subcontracting plan.
A master plan on a plant or division -wide basis that contains all the elements required by
paragraph (d) of this clause, except goals, may be incorporated by reference as a part of the
subcontracting plan required of the Offeror by this clause; provided—
(5)
(1) The master plan has been approved;
(2) The Offeror ensures that the master plan is updated as necessary and provides
copies of the approved master plan, including evidence of its approval, to the
Contracting Officer; and
Goals and any deviations from the master plan deemed necessary by the Contracting
Officer to satisfy the requirements of this contract are set forth in the individual
subcontracting plan.
A commercial plan is the preferred type of subcontracting plan for contractors furnishing
commercial items. The commercial plan shall relate to the Offeror's planned subcontracting
generally, for both commercial and Government business, rather than solely to the
Government contract. Commercial plans are also preferred for subcontractors that provide
commercial items under a prime contract, whether or not the prime contractor is supplying a
commercial item.
(3)
(h) Prior compliance of the Offeror with other such subcontracting plans under previous
contracts will be considered by the Contracting Officer in determining the responsibility of
the Offeror for award of the contract.
(i) The failure of the Contractor or subcontractor to comply in good faith with—
(1) The clause of this contract entitled "Utilization Of Small Business Concerns"; or
(2) An approved plan required by this clause, shall be a material breach of the contract.
(j) The Contractor shall submit the following reports:
(1) Standard Form 294, Subcontracting Report for Individual Contracts. This report shall
be submitted to the Contracting Officer semiannually and at contract completion. The
report covers subcontract award data related to this contract. This report is not
required for commercial plans.
(2) Standard Form 295, Summary Subcontract Report. This report encompasses all of
the contracts with the awarding agency. It must be submitted semi-annually for
contracts with the Department of Defense and annually for contracts with civilian
agencies. If the reporting activity is covered by a commercial plan, the reporting
activity must report annually all subcontract awards under that plan. All reports
submitted at the close of each fiscal year (both individual and commercial plans) shall
include a breakout, in the Contractor's format, of subcontract awards, in whole dollars,
to small disadvantaged business concerns by North American Industry Classification
System (NAICS) Industry Subsector. For a commercial plan, the Contractor may
obtain from each of its subcontractors a predominant NAICS Industry Subsector and
report all awards to that subcontractor under its predominant NAICS Industry
Subsector.
8
LESSOR
GOVERNMENT GSA FORM 3517B PAGE 32 (REV 11105)
48. 52.219-16 LIQUIDATED DAMAGES —SUBCONTRACTING PLAN (JAN 1999)
(Applicable to leases over $500,000.)
(a) Failure to make a good faith effort to comply with the subcontracting plan, as used in this
clause, means a willful or intentional failure to perform in accordance with the requirements
of the subcontracting plan approved under the clause in this contract entitled "Small
Business Subcontracting Plan," or willful or intentional action to frustrate the plan.
(b) Performance shall be measured by applying the percentage goals to the total actual
subcontracting dollars or, if a commercial plan is involved, to the pro rata share of actual
subcontracting dollars attributable to Government contracts covered by the commercial plan.
If, at contract completion or, in the case of a commercial plan, at the close of the fiscal year
for which the plan is applicable, the Contractor has failed to meet its subcontracting goals
and the Contracting Officer decides in accordance with paragraph (c) of this clause that the
Contractor failed to make a good faith effort to comply with its subcontracting plan,
established in accordance with the clause in this contract entitled "Small Business
Subcontracting Plan," the Contractor shall pay the Government liquidated damages in an
amount stated. The amount of probable damages attributable to the Contractor's failure to
comply shall be an amount equal to the actual dollar amount by which the Contractor failed
to achieve each subcontract goal.
(c) Before the Contracting Officer makes a final decision that the Contractor has failed to make
such good faith effort, the Contracting Officer shall give the Contractor written notice
specifying the failure and permitting the Contractor to demonstrate what good faith efforts
have been made and to discuss the matter. Failure to respond to the notice may be taken as
an admission that no valid explanation exists. If, after consideration of all the pertinent data,
the Contracting Officer finds that the Contractor failed to make a good faith effort to comply
with the subcontracting plan, the Contracting Officer shall issue a final decision to that effect
and require that the Contractor pay the Government liquidated damages as provided in
paragraph (b) of this clause.
(d) With respect to commercial plans, the Contracting Officer who approved the plan will
perform the functions of the Contracting Officer under this clause on behalf of all agencies
with contracts covered by the commercial plan.
(e) The Contractor shall have the right of appeal, under the clause in this contract entitled,
Disputes, from any final decision of the Contracting Officer.
(f) Liquidated damages shall be in addition to any other remedies that the Government may
have.
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LESSOR GOVERNMENT GSA FORM 3517E PAGE 33 (REV 11/05)