FAR_Clauses.pdf

52.202-1 Definitions.

As prescribed in 2.201 , insert the following clause:

Definitions (Nov 2013)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal

Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR

2.101 in effect at the time the solicitation was issued, unless-

1. (a) The solicitation, or amended solicitation, provides a different definition;

2. (b) The contracting parties agree to a different definition;

3. (c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

4. (d) The word or term is defined in FAR part 31, for use in the cost principles and procedures.

(End of clause)

52.203-5 Covenant Against Contingent Fees.

As prescribed in 3.404 , insert the following clause:

Covenant Against Contingent Fees (May 2014)

1. (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, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee.

2. (b) “Bona fide agency,” as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

“Bona fide employee,” as used in this clause, means a person, employed by a contractor and subject to the contractor’s supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any

Government contract or contracts through improper influence.

“Contingent fee,” as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

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“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.

(End of clause)

52.203-6 Restrictions on Subcontractor Sales to the Government.

As prescribed in 3.503-2 , insert the following clause:

Restrictions on Subcontractor Sales to the Government (Sept 2006)

1. (a) Except as provided in (b) of this clause, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.

2. (b) The prohibition in (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation.

3. (c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold.

(End of clause)

Alternate I (Oct1995). As prescribed in 3.503-2 , substitute the following paragraph in place of paragraph (b) of the basic clause:

(b) The prohibition in paragraph (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation. For acquisitions of commercial items, the prohibition in paragraph (a) applies only to the extent that any agreement restricting sales by subcontractors results in the Federal Government being treated differently from any other prospective purchaser for the sale of the commercial item(s).

52.203-7 Anti-Kickback Procedures.

As prescribed in 3.502-3 , insert the following clause:

Anti-Kickback Procedures (May 2014)

1. (a) Definitions.

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“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 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.

2. (b) 41 U.S.C. chapter 87, Kickbacks, prohibits any person from-

a. (1) Providing or attempting to provide or offering to provide any kickback;

b. (2) Soliciting, accepting, or attempting to accept any kickback; or

c. (3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

3. (c)

a. (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.

b. (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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 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

Attorney General.

c. (3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

d. (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.

e. (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 $150,000.

(End of clause)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform

Employees of Whistleblower Rights.

As prescribed in 3.908-9 , insert the following clause:

Contractor Employee Whistleblower Rights and Requirement to Inform Employees of

Whistleblower Rights (Apr 2014)

1. (a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National

Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908.

2. (b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C.

4712, as described in section 3.908 of the Federal Acquisition Regulation.

3. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(End of clause)

52.204-19 Incorporation by Reference of Representations and Certifications.

As prescribed in 4.1202(b), insert the following clause.

Incorporation by Reference of Representations and Certifications (Dec 2014) https://www.acquisition.gov/content/3908-9-contract-clause#i1123984 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/3908-pilot-program-enhancement-contractor-employee-whistleblower-protections#i1123923 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/3908-pilot-program-enhancement-contractor-employee-whistleblower-protections#i1123923 https://www.acquisition.gov/content/part-4-administrative-matters#i1121905

The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

52.211-5 Material Requirements.

As prescribed in 11.304 , insert the following clause:

Material Requirements (Aug 2000)

1. (a) Definitions.

As used in this clause-

“New” means composed of previously unused components, whether manufactured from virgin material, recovered material in the form of raw material, or materials and by-products generated from, and reused within, an original manufacturing process;

provided that the supplies meet contract requirements, including but not limited to, performance, reliability, and life expectancy.

“Reconditioned” means restored to the original normal operating condition by readjustments and material replacement.

“Recovered material” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

“Remanufactured” means factory rebuilt to original specifications.

“Virgin material” means-

a. (1) Previously unused raw material, including previously unused copper, aluminum, lead, zinc, iron, other metal or metal ore; or

b. (2) Any undeveloped resource that is, or with new technology will become, a source of raw materials.

2. (b) Unless this contract otherwise requires virgin material or supplies composed of or manufactured from virgin material, the Contractor shall provide supplies that are new, reconditioned, or remanufactured, as defined in this clause.

3. (c) A proposal to provide unused former Government surplus property shall include a complete description of the material, the quantity, the name of the Government agency from which acquired, and the date of acquisition.

4. (d) A proposal to provide used, reconditioned, or remanufactured supplies shall include a detailed description of such supplies and shall be submitted to the Contracting

Officer for approval.

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5. (e) Used, reconditioned, or remanufactured supplies, or unused former Government surplus property, may be used in contract performance if the Contractor has proposed the use of such supplies, and the Contracting Officer has authorized their use.

(End of clause)

52.216-25 Contract Definitization.

As prescribed in 16.603-4(b)(3), insert the following clause:

Contract Definitization (Oct 2010)

1. (a) A ______________ [insert specific type of contract] definitive contract is contemplated. The Contractor agrees to begin promptly negotiating with the

Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the letter contract, (2) all clauses required by law on the date of execution of the definitive contract, and (3) any other mutually agreeable clauses, terms, and conditions. The

Contractor agrees to submit a ______ [insert specific type of proposal (e.g., fixed-price or cost-and-fee)] proposal, including data other than certified cost or pricing data, and certified cost or pricing data, in accordance with FAR 15.408, Table 15-2, supporting its proposal.

2. (b) The schedule for definitizing this contract is [insert target date for definitization of the contract and dates for submission of proposal, beginning of negotiations, and, if appropriate, submission of make-or-buy and subcontracting plans and certified cost or pricing data]:

3. (c) If agreement on a definitive contract to supersede this letter contract is not reached by the target date in paragraph (b) of this section, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with subpart 15.4 and part 31 of the FAR, subject to Contractor appeal as provided in the

Disputes clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.

a. (1) After the Contracting Officer’s determination of price or fee, the contract shall be governed by-

i. (i) All clauses required by the FAR on the date of execution of this letter contract for either fixed-price or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

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ii. (ii) All clauses required by law as of the date of the Contracting

Officer’s determination; and

iii. (iii) Any other clauses, terms, and conditions mutually agreed upon.

b. (2) To the extent consistent with paragraph (c)(1) of this section, all clauses, terms, and conditions included in this letter contract shall continue in effect, except those that by their nature apply only to a letter contract.

(End of clause)

52.222-50 Combating Trafficking in Persons.

As prescribed in 22.1705(a)(1), insert the following clause:

Combating Trafficking in Persons (Jan 2019)

1. (a) Definitions. As used in this clause-

“Agent” means any individual, including a director, an officer, an employee, or an independent contractor, authorized to act on behalf of the organization.

“Coercion” means-

a. (1) Threats of serious harm to or physical restraint against any person;

b. (2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or

c. (3) The abuse or threatened abuse of the legal process.

“Commercial sex act” means any sex act on account of which anything of value is given to or received by any person.

“Commercially available off-the-shelf (COTS) item” means-

d. (1) Any item of supply (including construction material) that is-

i. (i) A commercial item (as defined in paragraph (1) of the definition at FAR 2.101);

ii. (ii) Sold in substantial quantities in the commercial marketplace;

and

iii. (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

e. (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

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“Debt bondage” means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.

“Employee” means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance.

“Forced Labor” means knowingly providing or obtaining the labor or services of a person-

f. (1) By threats of serious harm to, or physical restraint against, that person or another person;

g. (2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or

h. (3) By means of the abuse or threatened abuse of law or the legal process.

“Involuntary servitude” includes a condition of servitude induced by means of-

i. (1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or

j. (2) The abuse or threatened abuse of the legal process.

“Recruitment fees” means fees of any type, including charges, costs, assessments, or other financial obligations, that are associated with the recruiting process, regardless of the time, manner, or location of imposition or collection of the fee.

k. (1) Recruitment fees include, but are not limited to, the following fees (when they are associated with the recruiting process) for-

i. (i) Soliciting, identifying, considering, interviewing, referring, retaining, transferring, selecting, training, providing orientation to, skills testing, recommending, or placing employees or potential employees;

ii. (ii) Advertising

iii. (iii) Obtaining permanent or temporary labor certification, including any associated fees;

iv. (iv) Processing applications and petitions;

v. (v) Acquiring visas, including any associated fees;

vi. (vi) Acquiring photographs and identity or immigration documents, such as passports, including any associated fees;

vii. (vii) Accessing the job opportunity, including required medical examinations and immunizations; background, reference, and security clearance checks and examinations; and additional certifications;

viii. (viii) An employer's recruiters, agents or attorneys, or other notary or legal fees;

ix. (ix) Language interpretation or translation, arranging for or accompanying on travel, or providing other advice to employees or potential employees;

x. (x) Government-mandated fees, such as border crossing fees, levies, or worker welfare funds;

xi. (xi) Transportation and subsistence costs-

1. (A) While in transit, including, but not limited to, airfare or costs of other modes of transportation, terminal fees, and travel taxes associated with travel from the country of origin to the country of performance and the return journey upon the end of employment; and

2. (B) From the airport or disembarkation point to the worksite;

xii. (xii) Security deposits, bonds, and insurance; and

xiii. (xiii) Equipment charges.

l. (2) A recruitment fee, as described in the introductory text of this definition, is a recruitment fee, regardless of whether the payment is-

i. (i) Paid in property or money;

ii. (ii) Deducted from wages;

iii. (iii) Paid back in wage or benefit concessions;

iv. (iv) Paid back as a kickback, bribe, in-kind payment, free labor, tip, or tribute; or

v. (v) Collected by an employer or a third party, whether licensed or unlicensed, including, but not limited to-

1. (A) Agents;

2. (B) Labor brokers;

3. (C) Recruiters;

4. (D) Staffing firms (including private employment and placement firms);

5. (E) Subsidiaries/affiliates of the employer;

6. (F) Any agent or employee of such entities; and

7. (G) Subcontractors at all tiers.

“Severe forms of trafficking in persons” means-

m. (1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or

n. (2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

“Sex trafficking” means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act.

“Subcontract” means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

“Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime contractor or another subcontractor.

“United States” means the 50 States, the District of Columbia, and outlying areas.

2. (b) Policy. The United States Government has adopted a policy prohibiting trafficking in persons including the trafficking-related activities of this clause. Contractors, contractor employees, and their agents shall not-

a. (1) Engage in severe forms of trafficking in persons during the period of performance of the contract;

b. (2) Procure commercial sex acts during the period of performance of the contract;

c. (3) Use forced labor in the performance of the contract;

d. (4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee’s identity or immigration documents, such as passports or drivers' licenses, regardless of issuing authority;

e. (5)

i. (i) Use misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language understood by the employee or potential employee, basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the living conditions, housing and associated costs (if employer or agent provided or arranged), any significant costs to be charged to the employee or potential employee, and, if applicable, the hazardous nature of the work;

ii. (ii) Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place;

f. (6) Charge employees or potential employees recruitment fees;

g. (7)

i. (i) Fail to provide return transportation or pay for the cost of return transportation upon the end of employment-

1. (A) For an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a U.S.

Government contract or subcontract (for portions of contracts performed outside the United States); or

2. (B) For an employee who is not a United States national and who was brought into the United States for the purpose of working on a U.S. Government contract or subcontract, if the payment of such costs is required under existing temporary worker programs or pursuant to a written agreement with the employee (for portions of contracts performed inside the United States); except that-

ii. (ii) The requirements of paragraphs (b)(7)(i) of this clause shall not apply to an employee who is-

1. (A) Legally permitted to remain in the country of employment and who chooses to do so; or

2. (B) Exempted by an authorized official of the contracting agency from the requirement to provide return transportation or pay for the cost of return transportation;

iii. (iii) The requirements of paragraph (b)(7)(i) of this clause are modified for a victim of trafficking in persons who is seeking victim services or legal redress in the country of employment, or for a witness in an enforcement action related to trafficking in persons. The contractor shall provide the return transportation or pay the cost of return transportation in a way that does not obstruct the victim services, legal redress, or witness activity. For example, the contractor shall not only offer return transportation to a witness at a time when the witness is still needed to testify. This paragraph does not apply when the exemptions at paragraph (b)(7)(ii) of this clause apply.

h. (8) Provide or arrange housing that fails to meet the host country housing and safety standards; or

i. (9) If required by law or contract, fail to provide an employment contract, recruitment agreement, or other required work document in writing. Such written work document shall be in a language the employee understands. If the employee must relocate to perform the work, the work document shall be provided to the employee at least five days prior to the employee relocating.

The employee’s work document shall include, but is not limited to, details about work description, wages, prohibition on charging recruitment fees, work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons.

3. (c) Contractor requirements. The Contractor shall-

a. (1) Notify its employees and agents of-

i. (i) The United States Government's policy prohibiting trafficking in persons, described in paragraph (b) of this clause; and

ii. (ii) The actions that will be taken against employees or agents for violations of this policy. Such actions for employees may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and

b. (2) Take appropriate action, up to and including termination, against employees, agents, or subcontractors that violate the policy in paragraph (b) of this clause.

4. (d) Notification.

a. (1) The Contractor shall inform the Contracting Officer and the agency

Inspector General immediately of-

i. (i) Any credible information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, subcontractor employee, or their agent has engaged in conduct that violates the policy in paragraph (b) of this clause

(see also 18 U.S.C. 1351, Fraud in Foreign Labor Contracting, and

52.203-13(b)(3)(i)(A), if that clause is included in the solicitation or contract, which requires disclosure to the agency Office of the

Inspector General when the Contractor has credible evidence of fraud); and

ii. (ii) Any actions taken against a Contractor employee, subcontractor, subcontractor employee, or their agent pursuant to this clause.

b. (2) If the allegation may be associated with more than one contract, the

Contractor shall inform the contracting officer for the contract with the highest dollar value.

5. (e) Remedies. In addition to other remedies available to the Government, the

Contractor’s failure to comply with the requirements of paragraphs (c), (d), (g), (h), or

(i) of this clause may result in-

a. (1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract;

b. (2) Requiring the Contractor to terminate a subcontract;

c. (3) Suspension of contract payments until the Contractor has taken appropriate remedial action;

d. (4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance;

e. (5) Declining to exercise available options under the contract;

f. (6) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or

g. (7) Suspension or debarment.

6. (f) Mitigating and aggravating factors. When determining remedies, the Contracting

Officer may consider the following:

a. (1) Mitigating factors. The Contractor had a Trafficking in Persons compliance plan or an awareness program at the time of the violation, was in compliance with the plan, and has taken appropriate remedial actions for the violation, that may include reparation to victims for such violations.

b. (2) Aggravating factors. The Contractor failed to abate an alleged violation or enforce the requirements of a compliance plan, when directed by the

Contracting Officer to do so.

7. (g) Full cooperation.

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a. (1) The Contractor shall, at a minimum-

i. (i) Disclose to the agency Inspector General information sufficient to identify the nature and extent of an offense and the individuals responsible for the conduct;

ii. (ii) Provide timely and complete responses to Government auditors' and investigators' requests for documents;

iii. (iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside and outside the U.S.) to allow contracting agencies and other responsible Federal agencies to conduct audits, investigations, or other actions to ascertain compliance with the

Trafficking Victims Protection Act of 2000 (22 U.S.C. chapter 78), E.O. 13627, or any other applicable law or regulation establishing restrictions on trafficking in persons, the procurement of commercial sex acts, or the use of forced labor; and

iv. (iv) Protect all employees suspected of being victims of or witnesses to prohibited activities, prior to returning to the country from which the employee was recruited, and shall not prevent or hinder the ability of these employees from cooperating fully with

Government authorities.

b. (2) The requirement for full cooperation does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not-

i. (i) Require the Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine;

ii. (ii) Require any officer, director, owner, employee, or agent of the

Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or

iii. (iii) Restrict the Contractor from-

1. (A) Conducting an internal investigation; or

2. (B) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

8. (h) Compliance plan.

a. (1) This paragraph (h) applies to any portion of the contract that-

i. (i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and

ii. (ii) Has an estimated value that exceeds $500,000.

b. (2) The Contractor shall maintain a compliance plan during the performance of the contract that is appropriate-

i. (i) To the size and complexity of the contract; and

ii. (ii) To the nature and scope of the activities to be performed for the

Government, including the number of non-United States citizens expected to be employed and the risk that the contract or subcontract will involve services or supplies susceptible to trafficking in persons.

c. (3) Minimum requirements. The compliance plan must include, at a minimum, the following:

i. (i) An awareness program to inform contractor employees about the

Government’s policy prohibiting trafficking-related activities described in paragraph (b) of this clause, the activities prohibited, and the actions that will be taken against the employee for violations. Additional information about Trafficking in Persons and examples of awareness programs can be found at the website for the Department of State’s Office to Monitor and Combat

Trafficking in Persons at http://www.state.gov/j/tip/.

ii. (ii) A process for employees to report, without fear of retaliation, activity inconsistent with the policy prohibiting trafficking in persons, including a means to make available to all employees the hotline phone number of the Global Human Trafficking Hotline at

1-844-888-FREE and its email address at help@befree.org.

iii. (iii) A recruitment and wage plan that only permits the use of recruitment companies with trained employees, prohibits charging recruitment fees to the employees or potential employees and ensures that wages meet applicable host-country legal requirements or explains any variance.

iv. (iv) A housing plan, if the Contractor or subcontractor intends to provide or arrange housing, that ensures that the housing meets host-country housing and safety standards.

v. (v) Procedures to prevent agents and subcontractors at any tier and at any dollar value from engaging in trafficking in persons

(including activities in paragraph (b) of this clause) and to monitor, detect, and terminate any agents, subcontracts, or subcontractor employees that have engaged in such activities.

d. (4) Posting.

i. (i) The Contractor shall post the relevant contents of the compliance plan, no later than the initiation of contract performance, at the workplace (unless the work is to be performed in the field or not in a fixed location) and on the Contractor's Web site (if one is maintained). If posting at the workplace or on the

Web site is impracticable, the Contractor shall provide the relevant contents of the compliance plan to each worker in writing.

ii. (ii) The Contractor shall provide the compliance plan to the

Contracting Officer upon request.

e. (5) Certification. Annually after receiving an award, the Contractor shall submit a certification to the Contracting Officer that-

i. (i) It has implemented a compliance plan to prevent any prohibited activities identified at paragraph (b) of this clause and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities; and

ii. (ii) After having conducted due diligence, either-

1. (A) To the best of the Contractor's knowledge and belief, neither it nor any of its agents, subcontractors, or their agents is engaged in any such activities; or http://www.state.gov/j/tip/ mailto:help@befree.org

2. (B) If abuses relating to any of the prohibited activities identified in paragraph (b) of this clause have been found, the Contractor or subcontractor has taken the appropriate remedial and referral actions.

9. (i) Subcontracts.

a. (1) The Contractor shall include the substance of this clause, including this paragraph (i), in all subcontracts and in all contracts with agents. The requirements in paragraph (h) of this clause apply only to any portion of the subcontract that-i.

1. (A) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and

2. (B) Has an estimated value that exceeds $500,000.

b. (2) If any subcontractor is required by this clause to submit a certification, the Contractor shall require submission prior to the award of the subcontract and annually thereafter. The certification shall cover the items in paragraph

(h)(5) of this clause.

Alternate I (Mar2015). As prescribed in 22.1705(a)(2), substitute the following paragraph in place of paragraph (c)(1)(i) of the basic clause:

(i)(A) The United States Government's policy prohibiting trafficking in persons described in paragraph (b) of this clause; and

(B) The following directive(s) or notice(s) applicable to employees performing work at the contract place(s) of performance as indicated below:

Document Title Document may be obtained from:

Applies to performance in/at:

https://www.acquisition.gov/content/221705-solicitation-provision-and-contract-clause#i1095677

[Contracting Officer shall insert title of directive/notice; indicate the document is attached or provide source (such as website link) for obtaining document; and, indicate the contract performance location outside the United States. to which the document applies.]

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving.

As prescribed in 23.1105 , insert the following clause:

Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

1. (a) Definitions. As used in this clause-

“Driving”–

a. (1) Means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.

b. (2) Does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary.

“Text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park.

2. (b) This clause implements Executive Order 13513, Federal Leadership on Reducing

Text Messaging While Driving, dated October 1, 2009.

3. (c) The Contractor is encouraged to-

a. (1) Adopt and enforce policies that ban text messaging while driving-

i. (i) Company-owned or rented vehicles or Government-owned vehicles; or

ii. (ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the

Government.

b. (2) Conduct initiatives in a manner commensurate with the size of the business, such as-

i. (i) Establishment of new rules and programs or reevaluation of existing programs to prohibit text messaging while driving; and

ii. (ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

https://www.acquisition.gov/content/231105-contract-clause#i1094150

4. (d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts that exceed the micro-purchase threshold.

52.225-18 Place of Manufacture.

As prescribed in 25.1101(f)(, insert the following solicitation provision:

Place of Manufacture (Aug 2018)

1. (a) Definitions. As used in this provision—

“Manufactured end product” means any end product in product and service codes

(PSCs) 1000-9999, except-

a. (1) FPSC 5510, Lumber and Related Basic Wood Materials;

b. (2) Product or Service Group (PSG) 87, Agricultural Supplies;

c. (3) PSG 88, Live Animals;

d. (4) PSG 89, Subsistence;

e. (5) PSC 9410, Crude Grades of Plant Materials;

f. (6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

g. (7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

h. (8) PSC 9610, Ores;

i. (9) PSC 9620, Minerals, Natural and Synthetic; and

j. (10) PSC 9630, Additive Metal Materials.

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

2. (b) For statistical purposes only, the offeror shall indicate whether the place of manufacture of the end products it expects to provide in response to this solicitation is predominantly-

a. (1) In the United States (Check this box if the total anticipated price of offered end products manufactured in the United States exceeds the total anticipated price of offered end products manufactured outside the United

States); or

b. (2) Outside the United States.

https://www.acquisition.gov/content/251101-acquisition-supplies#i1090819

(End of provision)

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or

Transactions Relating to Iran-Representation and Certifications.

As prescribed at 25.1103 (e), insert the following provision:

Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications (Aug 2018)

1. (a) Definitions. As used in this provision-

“Person”-

a. (1) Means-

i. (i) A natural person;

ii. (ii) A corporation, business association, partnership, society, trust, financial institution, insurer, underwriter, guarantor, and any other business organization, any other nongovernmental entity, organization, or group, and any governmental entity operating as a business enterprise; and

iii. (iii) Any successor to any entity described in paragraph (1)(ii) of this definition; and

b. (2) Does not include a government or governmental entity that is not operating as a business enterprise.

“Sensitive technology”-

c. (1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically-

i. (i) To restrict the free flow of unbiased information in Iran; or

ii. (ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

d. (2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic

Powers Act (50 U.S.C. 1702(b)(3)).

2. (b) The offeror shall e-mail questions concerning sensitive technology to the

Department of State at CISADA106@state.gov.

3. (c) Except as provided in paragraph (d) of this provision or if a waiver has been granted in accordance with 25.703-4, by submission of its offer, the offeror-

a. (1) Represents, to the best of its knowledge and belief, that the offeror does not export any sensitive technology to the government of Iran or any entities or individuals owned or controlled by, or acting on behalf or at the direction of, the government of Iran;

https://www.acquisition.gov/content/251103-other-provisions-and-clauses#i1090971 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section1702&num=0&edition=prelim mailto:CISADA106@state.gov https://www.acquisition.gov/content/25703-4-waiver#i1091310

b. (2) Certifies that the offeror, or any person owned or controlled by the offeror, does not engage in any activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act. These sanctioned activities are in the areas of development of the petroleum resources of Iran, production of refined petroleum products in Iran, sale and provision of refined petroleum products to Iran, and contributing to Iran's ability to acquire or develop certain weapons or technologies; and

c. (3) Certifies that the offeror, and any person owned or controlled by the offeror, does not knowingly engage in any transaction that exceeds $3,500 with Iran's Revolutionary Guard Corps or any of its officials, agents, or affiliates, the property and interests in property of which are blocked pursuant to the International Emergency Economic Powers Act (50 U.S.C.

1701 et seq.) (see OFAC's Specially Designated Nationals and Blocked

Persons List at https://www.treasury.gov/resource-center/sanctions/SDN-

List/Pages/default.aspx).

4. (d) Exception for trade agreements. The representation requirement of paragraph (c)(1) and the certification requirements of paragraphs (c)(2) and (c)(3) of this provision do not apply if-

a. (1) This solicitation includes a trade agreements notice or certification (e.g., 52.225-4, 52.225-6, 52.225-12, 52.225-24, or comparable agency provision);

and

b. (2) The offeror has certified that all the offered products to be supplied are designated country end products or designated country construction material.

(End of provision)

52.232-1 Payments.

As prescribed in 32.111(a)(1), insert the following clause, appropriately modified with respect to payment due date in accordance with agency regulations, in solicitations and contracts when a fixed-price supply contract, a fixed-price service contract, or a contract for nonregulated communication services is contemplated:

Payments (Apr 1984)

The Government shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified in this contract, payment shall be made on partial deliveries accepted by the Government if-

1. (a) The amount due on the deliveries warrants it; or

2. (b) The Contractor requests it and the amount due on the deliveries is at least $1,000 or

50 percent of the total contract price.

(End of clause) https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.acquisition.gov/content/52225-4-buy-american-free-trade-agreements-israeli-trade-act-certificate#i1053526 https://www.acquisition.gov/content/52225-6-trade-agreements-certificate#i1053693 https://www.acquisition.gov/content/52225-12-notice-buy-american-requirement-construction-materials-under-trade-agreements#i1054180 https://www.acquisition.gov/content/52225-24-notice-required-use-american-iron-steel-and-manufactured-goods-buy-american-statute#i1054813 https://www.acquisition.gov/content/32111-contract-clauses-non-commercial-purchases#i1083775

52.232-39 Unenforceability of Unauthorized Obligations.

As prescribed in 32.706-3 , insert the following clause:

Unenforceability of Unauthorized Obligations (Jun 2013)

1. (a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-

Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

a. (1) Any such clause is unenforceable against the Government.

b. (2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

c. (3) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

2. (b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(End of clause)

52.233-2 Service of Protest.

As prescribed in 33.106 , insert the following provision:

Service of Protest (Sept 2006)

1. (a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the

Government Accountability Office (GAO), shall be served on the Contracting Officer

(addressed as follows) by obtaining written and dated acknowledgment of receipt from

______________________. [Contracting Officer designate the official or location where a protest may be served on the Contracting Officer.]

2. (b) The copy of any protest shall be received in the office designated above within oneday of filing a protest with the GAO.

(End of provision)

52.233-3 Protest after Award.

https://www.acquisition.gov/content/32706-3-clause-unenforceability-unauthorized-obligations#i1081722 https://www.acquisition.gov/content/33106-solicitation-provision-and-contract-clause#i1080584 https://www.acquisition.gov/content/33101-definitions#i1080401

As prescribed in 33.106(b), insert the following clause:

Protest after Award (Aug 1996)

1. (a) Upon receipt of a notice of protest (as defined in FAR 33.101) or a determination that a protest is likely (see FAR 33.102(d)), the Contracting Officer may, by written order to the Contractor, direct the Contractor to stop performance of the work called for by this contract. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stop-page. Upon receipt of the final decision in the protest, the Contracting Officer shall either-

a. (1) Cancel the stop-work order; or

b…