E-DLP Clauses and Provisions .pdf

CLAUSES INCORPORATED BY REFERENCE

CLAUSE NO. CLAUSE TITLE YEAR-MO SECTION

VARIATION

NAME DATE

252.201-7000 Contracting Officer's Representative 1991-12 SEC G

252.203-7000 Requirements Relating to Compensation of Former DoD Officials 2011-09 SEC I

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-

Related Felonies.

2008-12 SEC I

252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2013-09 SEC I

252.203-7005 Representation Relating to Compensation of Former DoD Officials. As prescribed in 203.171-4(b), insert the following provision:

2011-11 SEC K

252.204-7003 Control of Government Personnel Work Product. 1992-04 SEC I

252.204-7008 Compliance with Safeguarding Covered Defense Information Controls. 2016-10 SEC I

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident

Reporting.

2016-10 SEC I

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. 2016-05 SEC I

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the

Government of a Country that is a State Sponsor of Terrorism.

2015-10 SEC I

252.215-7013 Supplies and Services Provided by Nontraditional Defense Contractors. 2018-01 SEC L

252.219-7011 Notification to Delay Performance. 1998-06 SEC I

252.223-7004 Drug-Free Work Force. 1988-09 SEC I

252.223-7008 Prohibition of Hexavalent Chromium. 2013-06 SEC I

252.225-7001 Buy American and Balance of Payments Program. 2017-12 SEC I

252.225-7002 Qualifying Country Sources as Subcontractors. 2017-12 SEC I

252.225-7012 Preference for Certain Domestic Commodities. 2017-12 SEC I

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings. 2011-06 SEC I

252.225-7048 Export-Controlled Items. 2013-06 SEC I

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns.

2004-09 SEC I

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. 2018-12 SEC G

252.232-7010 Levies on Contract Payments. 2006-12 SEC I

252.236-7000 Modification Proposals--Price Breakdown 1991-12 SEC G

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel. 2013-06 SEC I

252.242-7006 Accounting System Administration. 2012-02 SEC I

252.243-7001 Pricing of Contract Modifications. 1991-12 SEC I

252.243-7002 Requests for Equitable Adjustment. 2012-12 SEC I

252.244-7000 Subcontracts for Commercial Items 2013-06 SEC I

252.246-7004 Safety of Facilities, Infrastructure, and Equipment for Military

Operations.

2010-10 SEC I

52.243-1 Changes-Fixed-Price. 1987-08 SEC I

52.202-1 Definitions. 2013-11 SEC I

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. 2014-05 SEC I

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain

Federal Transactions.

2007-09 SEC K

52.203-12 Limitation on Payments to Influence Certain Federal Transactions. 2010-10 SEC I

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform

Employees of Whistleblower Rights.

2014-04 SEC I

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal

Confidentiality Agreements or Statements-Representation.

2017-01 SEC I

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements.

2017-01 SEC I

52.203-5 Covenant Against Contingent Fees. 2014-05 SEC I

52.203-6 Restrictions on Subcontractor Sales to the Government. 2006-09 SEC I

52.203-7 Anti-Kickback Procedures. 2014-05 SEC I

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper

Activity.

2014-05 SEC I

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. 2018-10 SEC I

52.204-13 System for Award Management Maintenance. 2018-10 SEC I

52.204-16 Commercial and Government Entity Code Reporting. 2016-07 SEC K

52.204-18 Commercial and Government Entity Code Maintenance. 2016-07 SEC I

52.204-19 Incorporation by Reference of Representations and Certifications. 2014-12 SEC I

52.204-22 Alternative Line Item Proposal. 2017-01 SEC I

52.204-23 Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities.

2018-07 SEC I

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. 2011-05 SEC I

52.204-7 System for Award Management. 2018-10 SEC L

52.204-9 Personal Identity Verification of Contractor Personnel. 2011-01 SEC I

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations. 2015-11 SEC I

52.209-6 Protecting the Government's Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment.

2015-10 SEC I

52.214-34 Submission of Offers in the English Language. 1991-04 SEC L

52.214-35 Submission of Offers in U.S. Currency. 1991-04 SEC L

52.215-8 Order of Precedence-Uniform Contract Format. 1997-10 SEC I

52.219-13 Notice of Set-Aside of Orders. 2011-11 SEC I

52.219-14 Limitations on Subcontracting. 2017-01 SEC I

52.219-6 Notice of Total Small Business Set-Aside. 2011-11 SEC I

52.219-8 Utilization of Small Business Concerns. 2018-10 SEC I

52.222-10 Compliance with Copeland Act Requirements. 1988-02 SEC I

52.222-11 Subcontracts (Labor Standards). 2014-05 SEC I

52.222-12 Contract Termination-Debarment. 2014-05 SEC I

52.222-13 Compliance with Construction Wage Rate Requirements and Related

Regulations.

2014-05 SEC I

52.222-14 Disputes Concerning Labor Standards. 1988-02 SEC I

52.222-15 Certification of Eligibility. 2014-05 SEC I

52.222-21 Prohibition of Segregated Facilities. 2015-04 SEC I

52.222-27 Affirmative Action Compliance Requirements for Construction. 2015-04 SEC I

52.222-3 Convict Labor. 2003-06 SEC I

52.222-37 Employment Reports on Veterans. 2016-02 SEC I

52.222-41 Service Contract Labor Standards. 2018-08 SEC I

52.222-44 Fair Labor Standards Act and Service Contract Labor Standards-Price

Adjustment.

2014-05 SEC I

52.222-5 Construction Wage Rate Requirements-Secondary Site of the Work. 2014-05 SEC L

52.222-54 Employment Eligibility Verification. 2015-10 SEC I

52.222-55 Minimum Wages Under Executive Order 13658. 2015-12 SEC I

52.222-6 Construction Wage Rate Requirements. 2018-08 SEC I

52.222-62 Paid Sick Leave Under Executive Order 13706. 2017-01 SEC I

52.222-7 Withholding of Funds. 2014-05 SEC I

52.222-8 Payrolls and Basic Records. 2018-08 SEC I

52.222-9 Apprentices and Trainees. 2005-07 SEC I

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. 2011-08 SEC I

52.223-21 Foams. 2016-06 SEC I

52.225-10 Notice of Buy American Requirement-Construction Materials. 2014-05 SEC M

52.225-13 Restrictions on Certain Foreign Purchases. 2008-06 SEC I

52.228-11 Pledges of Assets. 2018-08 SEC I

52.228-12 Prospective Subcontractor Requests for Bonds. 2014-05 SEC I

52.228-14 Irrevocable Letter of Credit. 2014-11 SEC I

52.228-2 Additional Bond Security. 1997-10 SEC I

52.229-3 Federal, State, and Local Taxes. 2013-02 SEC I

52.232-17 Interest. 2014-05 SEC I

52.232-23 Assignment of Claims. 2014-05 SEC I

52.232-28 Invitation to Propose Performance-Based Payments. 2000-03 SEC L

52.232-31 Invitation to Propose Financing Terms. 2014-05 SEC L

52.232-33 Payment by Electronic Funds Transfer-System for Award Management. 2018-10 SEC I

52.232-39 Unenforceability of Unauthorized Obligations. 2013-06 SEC I

52.232-40 Providing Accelerated Payments to Small Business Subcontractors. 2013-12 SEC I

52.233-1 Disputes. 2014-05 SEC I

52.233-3 Protest after Award. 1996-08 SEC I

52.233-4 Applicable Law for Breach of Contract Claim. 2004-10 SEC I

52.236-10 Operations and Storage Areas. 1984-04 SEC I

52.236-11 Use and Possession Prior to Completion. 1984-04 SEC I

52.236-12 Cleaning Up. 1984-04 SEC I

52.236-13 Accident Prevention. 1991-11 SEC I

52.236-15 Schedules for Construction Contracts. 1984-04 SEC I

52.236-2 Differing Site Conditions. 1984-04 SEC I

52.236-28 Preparation of Proposals-Construction. 1997-10 SEC K

52.236-3 Site Investigation and Conditions Affecting the Work. 1984-04 SEC I

52.236-5 Material and Workmanship. 1984-04 SEC I

52.236-6 Superintendence by the Contractor. 1984-04 SEC I

52.236-7 Permits and Responsibilities. 1991-11 SEC I

52.236-8 Other Contracts. 1984-04 SEC I

52.236-9 Protection of Existing Vegetation, Structures, Equipment, Utilities, and

Improvements.

1984-04 SEC I

52.242-13 Bankruptcy. 1995-07 SEC I

52.242-14 Suspension of Work. 1984-04 SEC I

52.242-15 Stop-Work Order. 1989-08 SEC F

52.243-1 Changes-Fixed-Price. - (Alternate I) 1984-04 SEC I

Alternate

I 1984-04

52.243-4 Changes. 2007-06 SEC I

52.244-5 Competition in Subcontracting. 1996-12 SEC I

52.244-6 Subcontracts for Commercial Items. 2018-10 SEC I

52.246-12 Inspection of Construction. 1996-08 SEC E

52.249-10 Default (Fixed-Price Construction). 1984-04 SEC I

52.249-2 Termination for Convenience of the Government (Fixed-Price). 2012-04 SEC I

52.249-2 Termination for Convenience of the Government (Fixed-Price). -

(Alternate I)

1996-09 SEC I

Alternate

I 1996-09

52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a

Felony Conviction under any Federal Law.

2016-02 SEC I

CLAUSES IN FULL TEXT

CLAUSE NO. CLAUSE TITLE (MONTH

YEAR)

VARIATION

NAME DATE

CLAUSE TEXT

52.222-26 Equal Opportunity. (SEP 2015)

As prescribed in 22.810(e), insert the following clause:

Equal Opportunity (Sept 2015)

(a) Definition. As used in this clause.

"Compensation" means any payments made to, or on behalf of, an employee or offered to an applicant as remuneration for employment, including but not limited to salary, wages, overtime pay, shift differentials, bonuses, commissions, vacation and holiday pay, allowances, insurance and other benefits, stock options and awards, profit sharing, and retirement.

"Compensation information" means the amount and type of compensation provided to employees or offered to applicants, including, but not limited to, the desire of the Contractor to attract and retain a particular employee for the value the employee is perceived to add to the Contractor's profit or productivity; the availability of employees with like skills in the marketplace; market research about the worth of similar jobs in the relevant marketplace; job analysis, descriptions, and evaluations; salary and pay structures; salary surveys; labor union agreements; and

Contractor decisions, statements and policies related to setting or altering employee compensation.

"Essential job functions" means the fundamental job duties of the employment position an individual holds. A job function may be considered essential if-

(1) The access to compensation information is necessary in order to perform that function or another routinely assigned business task; or

(2) The function or duties of the position include protecting and maintaining the privacy of employee personnel records, including compensation information.

"Gender identity" has the meaning given by the Department of Labor's Office of Federal Contract Compliance

Programs, and is found at http://www.dol.gov/ofccp/LGBT/LGBT_FAQs.html.

"Sexual orientation" has the meaning given by the Department of Labor's Office of Federal Contract Compliance

Programs, and is found at http://www.dol.gov/ofccp/LGBT/LGBT_FAQs.html.

"United States," 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)

(1) If, during any 12-month period (including the 12months 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 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.

(2) If the Contractor is a religious corporation, association, educational institution, or society, the requirements of this clause do not apply with respect to the employment of individuals of a particular religion to perform work connected with the carrying on of the Contractor's activities (41 CFR 60-1.5).

(c)

(1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an

Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by

41CFR 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, sexual orientation, gender identity, 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, sexual orientation, gender identity, or national origin.

(5)

(i) The Contractor shall not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This prohibition against discrimination does not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

(ii) The Contractor shall disseminate the prohibition on discrimination in paragraph (c)(5)(i) of this clause, using language prescribed by the Director of the Office of Federal Contract Compliance Programs (OFCCP), to employees and applicants by-

(A) Incorporation into existing employee manuals or handbooks; and

(B) Electronic posting or by posting a copy of the provision in conspicuous places available to employees and applicants for employment.

(6) 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.

(7) The Contractor shall comply with Executive Order11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.

(8) The Contractor shall furnish to the contracting agency all information required by Executive Order11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard

Form100 (EEO-1), or any successor form, as prescribed in 41CFR Part60-1. Unless the Contractor has filed within the 12months preceding the date of contract award, the Contractor shall, within 30days 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.

(9) 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 Order11246, as amended, and rules and regulations that implement the Executive Order.

(10) 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 Order11246, as amended. In addition, sanctions may be imposed and remedies invoked against the

Contractor as provided in Executive Order11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law.

(11) The Contractor shall include the terms and conditions 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 Order11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.

(12) The Contractor shall take such action with respect to any subcontract or purchase order as the Director of

OFCCP 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.

(d) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41CFR 60-1.

(End of Clause)

52.215-20 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data.

(OCT 2010)

As prescribed in 15.408(l), insert the following provision:

Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Oct 2010)

(a) Exceptions from certified cost or pricing data.

(1) In lieu of submitting certified cost or pricing data, offerors may submit a written request for exception by submitting the information described in the following paragraphs.The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable.

(i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(ii) Commercial item exception. For a commercial item exception, the offeror shall submit, at a minimum, information on prices at which the same item or similar items have previously been sold in the commercial market that is adequate for evaluating the reasonableness of the price for this acquisition. Such information may include-

(A) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g.,wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities;

(B) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market;

(C) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

(2) The offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the offeror's determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for certified cost or pricing data. If the offeror is not granted an exception from the requirement to submit certified cost or pricing data, the following applies:

(1) The offeror shall prepare and submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I.

(2) As soon as practicable after agreement on price, but before contract award (except for unpriced actions such as letter contracts), the offeror shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR15.406-

2.

52.222-35 Equal Opportunity for Veterans. (OCT 2015)

As prescribed in 22.1310(a)(1), insert the following clause:

Equal Opportunity for Veterans (Oct 2015)

(a) Definitions. As used in this clause-

"Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran,"

"protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at FAR

22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41

CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the

Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.222-36 Equal Opportunity for Workers with Disabilities. (JUL 2014)

As prescribed in 22.1408(a), insert the following clause:

Equal Opportunity for Workers with Disabilities (Jul 2014)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41

CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal

Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.222-40 Notification of Employee Rights Under the National Labor

Relations Act.

(DEC 2010)

As prescribed in 22.1605 , insert the following clause:

Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)

(a) During the term of this contract, the Contractor shall post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29CFR471.2 (d) and (f).

(1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor's plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor

Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any website that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of

Labor's website that contains the full text of the poster. The link to the Department's website, as referenced in (b)(3) of this section, must read, "Important Notice about Employee Rights to Organize and Bargain Collectively with

Their Employers."

(b) This required employee notice, printed by the Department of Labor, may be-

(1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S.

Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-Management Standards or Office of Federal Contract Compliance

Programs;

(2) Provided by the Federal contracting agency if requested;

(3) Downloaded from the Office of Labor-Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or

(4) Reproduced and used as exact duplicate copies of the Department of Labor's official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR

Part 471.

(d) The Contractor shall comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January

30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor shall not procure supplies or services in a way designed to avoid the applicability of Executive

Order 13496 or this clause.

(3) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of

Labor, to enter into such litigation to protect the interests of the United States.

(End of clause)

52.228-15 Performance and Payment Bonds-Construction. (OCT 2010)

As prescribed in 28.102-3(a), insert a clause substantially as follows:

Performance and Payment Bonds-Construction (Oct 2010)

(a) Definitions. As used in this clause-

"Original contract price" means the award price of the contract; or, for requirements contracts, the price payable for the estimated total quantity; or, for indefinite-quantity contracts, the price payable for the specified minimum quantity. Original contract price does not include the price of any options, except those options exercised at the time of contract award.

(b) Amount of required bonds. Unless the resulting contract price is $150,000 or less, the successful offeror shall furnish performance and payment bonds to the Contracting Officer as follows:

(1) Performance bonds ( StandardForm25). The penal amount of performance bonds at the time of contract award shall be 100percent of the original contract price.

(2) Payment Bonds ( StandardForm25A). The penal amount of payment bonds at the time of contract award shall be 100percent of the original contract price.

(3) Additional bond protection.

(i) The Government may require additional performance and payment bond protection if the contract price is increased. The increase in protection generally will equal 100percent of the increase in contract price.

(ii) The Government may secure the additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond.

(c) Furnishing executed bonds. The Contractor shall furnish all executed bonds, including any necessary reinsurance agreements, to the Contracting Officer, within the time period specified in the Bid Guarantee provision of the solicitation, or otherwise specified by the Contracting Officer, but in any event, before starting work.

(d) Surety or other security for bonds. The bonds shall be in the form of firm commitment, supported by corporate sureties whose names appear on the list contained in Treasury Department Circular 570, individual sureties, or by other acceptable security such as postal money order, certified check, cashier's check, irrevocable letter of credit, or, in accordance with Treasury Department regulations, certain bonds or notes of the United States. Treasury Circular

570 is published in the Federal Register or may be obtained from the:

U.S. Department of the Treasury Financial Management Service Surety Bond Branch 3700 East West Highway, Room 6F01 Hyattsville, MD 20782. Or via the internet at http://www.fms.treas.gov/c570/.

(e) Notice of subcontractor waiver of protection (40 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 U.S.C.3133(c)). Any waiver of the right to sue on the payment bond is void unless it is in writing, signed by the person whose right is waived, and executed after such person has first furnished labor or material for use in the performance of the contract.

52.232-11 Extras. (APR 1984)

As prescribed in 32.111(c)(2), insert the following clause, appropriately modified with respect to payment due dates in accordance with agency regulations, in solicitations and contracts when a fixed-price supply contract, fixed-price service contract, or transportation contract is contemplated:

Extras (Apr 1984)

Except as otherwise provided in this contract, no payment for extras shall be made unless such extras and the price therefor have been authorized in writing by the Contracting Officer.

52.232-27 Prompt Payment for Construction Contracts. (JAN 2017)

As prescribed in 32.908(b), insert the following clause:

Prompt Payment for Construction Contracts (Jan 2017)

Notwithstanding any other payment terms in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer. Definitions of pertinent terms are set forth in sections2.101, 32.001, and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph(a)(3) concerning payments due on Saturdays, Sundays, and legal holidays.)

(a) Invoice payments-

(1) Types of invoice payments. For purposes of this clause, there are several types of invoice payments that may occur under this contract, as follows:

(i) Progress payments, if provided for elsewhere in this contract, based on Contracting Officer approval of the estimated amount and value of work or services performed, including payments for reaching milestones in any project.

(A) The due date for making such payments is 14days after the designated billing office receives a proper payment request. If the designated billing office fails to annotate the payment request with the actual date of receipt at the time of receipt, the payment due date is the 14thday after the date of the Contractor's payment request, provided the designated billing office receives a proper payment request and there is no disagreement over quantity, quality, or

Contractor compliance with contract requirements.

(B) The due date for payment of any amounts retained by the Contracting Officer in accordance with the clause at

52.232-5, Payments Under Fixed-Price Construction Contracts, is as specified in the contract or, if not specified, 30days after approval by the Contracting Officer for release to the Contractor.

(ii) Final payments based on completion and acceptance of all work and presentation of release of all claims against the Government arising by virtue of the contract, and payments for partial deliveries that have been accepted by the

Government (e.g.,each separate building, public work, or other division of the contract for which the price is stated separately in the contract).

(A) The due date for making such payments is the later of the following two events:

(1) The 30thday after the designated billing office receives a proper invoice from the Contractor.

(2) The 30thday after Government acceptance of the work or services completed by the Contractor. For a final invoice when the payment amount is subject to contract settlement actions (e.g.,release of claims), acceptance is deemed to occur on the effective date of the contract settlement.

(B) If the designated billing office fails to annotate the invoice with the date of actual receipt at the time of receipt, the invoice payment due date is the 30thday after the date of the Contractor's invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(2) Contractor's invoice. The Contractor shall prepare and submit invoices to the designated billing office specified in the contract. A proper invoice must include the items listed in paragraphs(a)(2)(i) through (a)(2)(xi) of this clause. If the invoice does not comply with these requirements, the designated billing office must return it within

7days after receipt, with the reasons why it is not a proper invoice. When computing any interest penalty owed the

Contractor, the Government will take into account if the Government notifies the Contractor of an improper invoice in an untimely manner.

(i) Name and address of the Contractor.

(ii) Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of mailing or transmission.)

(iii) Contract number or other authorization for work or services performed (including order number and line item number).

(iv) Description of work or services performed.

(v) Delivery and payment terms (e.g.,discount for prompt payment terms).

(vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(vii) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

(viii) For payments described in paragraph(a)(1)(i) of this clause, substantiation of the amounts requested and certification in accordance with the requirements of the clause at 52.232-5, Payments Under Fixed-Price

Construction Contracts.

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by

Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(xi) Any other information or documentation required by the contract.

(3) Interest penalty. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs(a)(3)(i) through

(a)(3)(iii) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

(i) The designated billing office received a proper invoice.

(ii) The Government processed a receiving report or other Government documentation authorizing payment and there was no disagreement over quantity, quality, Contractor compliance with any contract term or condition, or requested progress payment amount.

(iii) In the case of a final invoice for any balance of funds due the Contractor for work or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor.

(4) Computing penalty amount. The Government will compute the interest penalty in accordance with the Office of

Management and Budget prompt payment regulations at 5CFR Part1315.

(i) For the sole purpose of computing an interest penalty that might be due the Contractor for payments described in paragraph(a)(1)(ii) of this clause, Government acceptance or approval is deemed to occur constructively on the

7thday after the Contractor has completed the work or services in accordance with the terms and conditions of the contract. If actual acceptance or approval occurs within the constructive acceptance or approval period, the

Government will base the determination of an interest penalty on the actual date of acceptance or approval.

Constructive acceptance or constructive approval requirements do not apply if there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. These requirements also do not compel Government officials to accept work or services, approve Contractor estimates, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

(ii) The prompt payment regulations at 5CFR1315.10(c) do not require the Government to pay interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Contractor shall resolve claims involving disputes, and any interest that may be payable in accordance with the clause at FAR52.233-1, Disputes.

(5) Discounts for prompt payment. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The

Government will calculate the interest penalty in accordance with the prompt payment regulations at 5CFR

Part1315.

(6) Additional interest penalty.

(i) The designated payment office will pay a penalty amount, calculated in accordance with the prompt payment regulations at 5CFR Part1315 in addition to the interest penalty amount only if-

(A) The Government owes an interest penalty of $1 or more;

(B) The designated payment office does not pay the interest penalty within 10days after the date the invoice amount is paid; and

(C) The Contractor makes a written demand to the designated payment office for additional penalty payment, in accordance with paragraph(a)(6)(ii) of this clause, postmarked not later than 40days after the date the invoice amount is paid.

(ii)

(A)

The Contractor shall support written demands for additional penalty payments with the following data. The

Government will not request any additional data. The Contractor shall-

(1) Specifically assert that late payment interest is due under a specific invoice, and request payment of all overdue late payment interest penalty and such additional penalty as may be required;

(2) Attach a copy of the invoice on which the unpaid late payment interest was due; and

(3) State that payment of the principal has been received, including the date of receipt.

(B) If there is no postmark or the postmark is illegible-

(1) The designated payment office that receives the demand will annotate it with the date of receipt provided the demand is received on or before the 40thday after payment was made; or

(2) If the designated payment office fails to make the required annotation, the Government will determine the demand's validity based on the date the Contractor has placed on the demand, provided such date is no later than the

40thday after payment was made.

(b) Contract financing payments. If this contract provides for contract financing, the Government will make contract financing payments in accordance with the applicable contract financing clause.

(c) Subcontract clause requirements. The Contractor shall include in each subcontract for property or services

(including a material supplier) for the purpose of performing this contract the following:

(1) Prompt payment for subcontractors. A payment clause that obligates the Contractor to pay the subcontractor for satisfactory performance under its subcontract not later than 7days from receipt of payment out of such amounts as are paid to the Contractor under this contract.

(2) Interest for subcontractors. An interest penalty clause that obligates the Contractor to pay to the subcontractor an interest penalty for each payment not made in accordance with the payment clause-

(i) For the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made; and

(ii) Computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal

Register, for interest payments under 41 U.S.C. 7109 in effect at the time the Contractor accrues the obligation to pay an interest penalty.

(3) Subcontractor clause flowdown. A clause requiring each subcontractor to-

(i) Include a payment clause and an interest penalty clause conforming to the standards set forth in paragraphs(c)(1) and (c)(2) of this clause in each of its subcontracts; and

(ii) Require each of its subcontractors to include such clauses in their subcontracts with each lower-tier subcontractor or supplier.

(d) Subcontract clause interpretation. The clauses required by paragraph(c) of this clause shall not be construed to impair the right of the Contractor or a subcontractor at any tier to negotiate, and to include in their subcontract, provisions that-

(1) Retainage permitted. Permit the Contractor or a subcontractor to retain (without cause) a specified percentage of each progress payment otherwise due to a subcontractor for satisfactory performance under the subcontract without incurring any obligation to pay a late payment interest penalty, in accordance with terms and conditions agreed to by the parties to the subcontract, giving such recognition as the parties deem appropriate to the ability of a subcontractor to furnish a performance bond and a payment bond;

(2) Withholding permitted. Permit the Contractor or subcontractor to make a determination that part or all of the subcontractor's request for payment may be withheld in accordance with the subcontract agreement; and

(3) Withholding requirements. Permit such withholding without incurring any obligation to pay a late payment penalty if-

(i) A notice conforming to the standards of paragraph(g) of this clause previously has been furnished to the subcontractor; and

(ii) The Contractor furnishes to the Contracting Officer a copy of any notice issued by a Contractor pursuant to paragraph(d)(3)(i) of this clause.

(e) Subcontractor withholding procedures. If a Contractor, after making a request for payment to the Government but before making a payment to a subcontractor for the subcontractor's performance covered by the payment request, discovers that all or a portion of the payment otherwise due such subcontractor is subject to withholding from the subcontractor in accordance with the subcontract agreement, then the Contractor shall-

(1) Subcontractor notice. Furnish to the subcontractor a notice conforming to the standards of paragraph(g) of this clause as soon as practicable upon ascertaining the cause giving rise to a withholding, but prior to the due date for subcontractor payment;

(2) Contracting Officer notice. Furnish to the Contracting Officer, as soon as practicable, a copy of the notice furnished to the subcontractor pursuant to paragraph(e)(1) of this clause;

(3) Subcontractor progress payment reduction. Reduce the subcontractor's progress payment by an amount not to exceed the amount specified in the notice of withholding furnished under paragraph(e)(1) of this clause;

(4) Subsequent subcontractor payment. Pay the subcontractor as soon as practicable after the correction of the identified subcontract performance deficiency, and-

(i) Make such payment within-

(A) Sevendays after correction of the identified subcontract performance deficiency (unless the funds therefor must be recovered from the Government because of a reduction under paragraph(e)(5)(i)) of this clause; or

(B) Sevendays after the Contractor recovers such funds from the Government; or

(ii) Incur an obligation to pay a late payment interest penalty computed at the rate of interest established by the

Secretary of the Treasury, and published in the Federal Register, for interest payments under 41 U.S.C. 7109 in effect at the time the Contractor accrues the obligation to pay an interest penalty;

(5) Notice to Contracting Officer. Notify the Contracting Officer upon-

(i) Reduction of the amount of any subsequent certified application for payment; or

(ii) Payment to the subcontractor of any withheld amounts of a progress payment, specifying-

(A) The amounts withheld under paragraph(e)(1) of this clause; and

(B) The dates that such withholding began and ended; and

(6) Interest to Government. Be obligated to pay to the Government an amount equal to interest on the withheld payments (computed in the manner provided in 31 U.S.C.3903(c)(1)), from the 8thday after receipt of the withheld amounts from the Government until-

(i) The day the identified subcontractor performance deficiency is corrected; or

(ii) The date that any subsequent payment is reduced under paragraph(e)(5)(i) of this clause.

(f) Third-party deficiency reports-

(1) Withholding from subcontractor. If a Contractor, after making payment to a first-tier subcontractor, receives from a supplier or subcontractor of the first-tier subcontractor (hereafter referred to as a "second-tier subcontractor") a written notice in accordance with 40 U.S.C. 3133, asserting a deficiency in such first-tier subcontractor's performance under the contract for which the Contractor may be ultimately liable, and the Contractor determines that all or a portion of future payments otherwise due such first-tier subcontractor is subject to withholding in accordance with the subcontract agreement, the Contractor may, without incurring an obligation to pay an interest penalty under paragraph(e)(6) of this clause-

(i) Furnish to the first-tier subcontractor a notice conforming to the standards of paragraph(g) of this clause as soon as practicable upon making such determination; and

(ii) Withhold from the first-tier subcontractor's next available progress payment or payments an amount not to exceed the amount specified in the notice of withholding furnished under paragraph(f)(1)(i) of this clause.

(2) Subsequent payment or interest charge. As soon as practicable, but not later than 7days after receipt of satisfactory written notification that the identified subcontract performance deficiency has been corrected, the

Contractor shall-

(i) Pay the amount withheld under paragraph(f)(1)(ii) of this clause to such first-tier subcontractor; or

(ii) Incur an obligation to pay a late payment interest penalty to such first-tier subcontractor computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under 41 U.S.C.