St. Es CM RFP - Section I.Final..doc

Section I

Contract Clauses

PART II

Section I

Contract Clauses

INDEX OF SERVICE CONTRACT CLAUSES

FAR 52.252-2 -- CLAUSES INCOPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

Clauses incorporated in full text are given immediately after the index of clauses.

48 CFR

PARAGRAPH

REFERENCE

CLAUSE TITLE

FAR 52.202-1

Definitions (JUL 2004)

FAR 52.203-3

Gratuities (APR 1984)

FAR 52.203-5

Covenant against Contingent Fees

(APR 1984)

4 FAR 52.203-6

Restrictions on Subcontractor Sales to the Government

(SEPT 2006)

FAR 52.203-7

Anti-Kickback Procedures (JUL 1995) FAR 52.204-4 Printed or Copied Double-Sided on Recycled Paper (AUG 2000)

FAR 52.204-6

Data Universal Numbering System (DUNS Number) (APR 2008)

FAR 52.204-7

Central Contractor Registration (APRI 2008)

9 FAR 52.204-9 Personal Identity Verification of Contractor Personnel (HSPD-12)

(SEP 2007)

FAR 52.209-6

Protecting the Government’s Interest when Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment

(SEPT 2006)

FAR 52.211-13

Time Extension (Sept 2000)

FAR 52.215-2

Audit and Records- Negotiation

(JUN 1999)

FAR 52.215-8

Order of Precedence - Uniform Contract Format (OCT 1997)

FAR 52.215-10

Price Reduction for Defective Cost or Pricing Data (OCT 1997)

FAR 52.215-12

Subcontractor Cost or Pricing Data (OCT 1997)

FAR 52.217-8

Option to Extend Services (NOV 1999)

17 FAR 52.219-4

Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JUL 2005)

FAR 52.219-8

Utilization of Small Business Concerns (MAY 2004

FAR 52.219-9

Small Business Subcontracting Plan (APRIL 2008)

FAR 52.219-14

Limitations on Subcontracting (DEC 1996)

FAR 52.219-16

Liquidated Damages - Subcontracting Plan (JAN 1999)

FAR 52.219-23

Notice of Price Evaluation Adjustment for Small

Disadvantage Business Concerns (OCT 2008)

23 FAR 52.219-28 Post-Award Small Business Program Representation (JUN 2007)

FAR 52.222-1

Notice to the Government of Labor Disputes (FEB 1997)

FAR 52.222-3

Convict Labor (JUN 2003)

FAR 52.222-4

Contract Work Hours and Safety Standards Act - Overtime

Compensation (JULY 2005)

FAR 52.222-26

Equal Opportunity (MAR 2007)

FAR 52.222-35

Equal Opportunity for Special Disabled Veterans of the Vietnam

Era, and other Eligible Veterans (SEP 2006)

FAR 52.222-36

Affirmative Action for Workers with Disabilities (JUN 1998)

48 CFR

PARAGRAPH

REFERENCE

CLAUSE TITLE

FAR 52.222-37

Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era (SEP 2006)

FAR 52.223-3

Hazardous Material Identification and Material

Safety Data (Alt I) (JAN 1997)

FAR 52.223-5

Pollution Prevention and Right-to-Know Information (AUG 2003)

FAR 52.223-6

Drug-Free Workplace (MAY 2001)

FAR 52.223-14

Toxic Chemical Release Reporting (AUG 2003)

35 FAR 52.223-17 Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts (May 2008)

FAR 52.225-13

Restrictions on Certain Foreign Purchases (JUN 2008)

FAR 52.227-1

Authorize and Consent (DEC 2007)

38 FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

(Dec 2007)

FAR 52.227-23

Rights to Proposal Data (Technical)

(JUN 1987)

FAR 52.228-5

Insurance-Work on a Government Installation (JAN 1997)

FAR 52.228-15

Performance and Payment Bonds-Construction (NOV 2006)

FAR 52.229-3

Federal, State, and Local Taxes (APR 2003)

FAR 52.232-1

Payments (APR 1984)

44 FAR 52.232-11 Extras (APR 1984)

FAR 52.232-17

Interest (OCT 2008)

FAR 52.232-23

Assignment of Claims (JAN 1986)

FAR 52.232-25

Prompt Payment (OCT 2003)

FAR 52.232-33

Payment by Electronic Funds Transfer-Central Contractor

Registration (OCT 2003)

FAR 52.232-34

Payments by Electronic Funds Transfer other than

Central Contractors Registration (MAY 1999)

FAR 52.233-1

Disputes (JUL 2002)

FAR 52.233-3

Protest after Award (AUG 1996)

52 FAR 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004)

53 FAR 52.237-2 Protection of Government Buildings, Equipment, and Vegetation

(APR 1984)

FAR 52-237-3

Continuity of Service (JAN 1991)

52.242-14 Suspension of Work (APR 1984)

FAR 52.242-13

Bankruptcy (JUL 1995)

FAR 52.242-15

Stop Work Order (AUG 1989)

FAR 52.242-17

Government Delay of Work (APR 1984)

FAR 52.243-1

Changes - Fixed-Price (Alternate I) (AUG 1987)

FAR 52.244-2

Subcontracts (Fixed-Price) (JUN 2007)

FAR 52.244-6

Subcontracts for Commercial Items (DEC 2008)

FAR 52.246-4

Inspection of Service-Fixed Price (AUG 1996)

FAR 52.246-15

Certification of Conformance (AUG 1984)

FAR 52.246-20

Warranty of Services (MAY 2001)

FAR 52.246-25

Limitation of Liability - Services (FEB 1997)

FAR 52.248-1

Value Engineering (FEB 2000)

FAR 52.249-2

Termination for Convenience of the Government Fixed Price (MAY 2004)

FAR 52.249-8

Termination for Default (APR 1984)

FAR 52.252-6

Authorized Deviations in Clauses (APR 1984)

FAR 52.253-1 Computer Generated Forms (JAN 1991)

GSAM 552.203-71Restriction on Advertising (SEP 1999)

GSAM 552.215-71Examination of Records by GSA (FEB 1996))

GSAM 552.219-72Preparation, Submission, and Negotiation of Subcontracting Plans

(JUN 2005)

48 CFR

PARAGRAPH

REFERENCE

CLAUSE TITLE

GSAM 552.228-70 Workmen’s Compensation Laws (SEP 1999)

GSAM 552.232-70 Invoice Requirements (SEP 1999)

GSAM 552.232-71 Adjusting Payment (SEP 1999)

GSAM 552.236-74 Working Hours (APR 1984) GSAM 552.232-73 Availability of Funds (SEP 1999)

GSAM 552-236-75 Use of Premises (APR 1984)

GSAM 552.236-79 Samples (APR 1984)

GSAM 552.236-80 Heat (APR 1984)

GSAM 552.237-71 Qualifications of Employees (MAY 1989)

GSAM 552.243-71 Pricing of Adjustments (APR 1984)

GSAM 552.252-6 Authorized Deviations in Clauses (SEP 1999) 52.216-18 Ordering (Oct 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from contract award through final payment of Phase I services.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

52.216-19 Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $1,000,000.00;

(2) Any order for a combination of items in excess of $3,000,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after final payment of Phase I services.

(End of clause)

SERVICE CONTRACT CLAUSES

(in full text)

85.

GSAM 552.203-71 -- RESTRICTION ON ADVERTISING (SEP 1999)

The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the White House, the Executive Office of the President, or any other element of the Federal GOVERNMENT, or is considered by these entities to be superior to other products or` services. Any advertisement by the Contractor, including price-off coupons, that refers to a military resale activity shall contain the following statement: “This advertisement is neither paid for nor sponsored, in whole or in part, by any element of the United States GOVERNMENT.”

86.

GSAM 552.215-70 -- EXAMINATION OF RECORDS BY GSA (FEB 1996)

The Contractor agrees that the Administrator of General Services or any duly authorized representatives shall, until the expiration of 3 years after final payment under this contract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of the Contractor involving transactions related to this contract or compliance with any clauses there under. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Administrator of General Services or any authorized representatives shall, until the expiration of 3 years after final payment under the subcontract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of compliance with any clauses thereunder. The term “subcontract” as used in this clause excludes (a) purchase orders not exceeding $10,000 and (b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

87.

GSAM 552.219-72 -- PREPARATION, SUBMISSION, AND NEGOTIATION OF SUBCONTRACTING PLANS (JUN 2005) (a) An Offeror, other than a small business concern, submitting an offer that exceeds $500,000 ($1,000,000 for construction) shall submit a subcontracting plan with its initial offer. The subcontracting plan will be negotiated concurrently with price and any required technical and management proposals, unless the Offeror submits a previously-approved commercial products plan. Maximum practicable utilization of small, small disadvantaged, and women-owned small business concerns as subcontractors is a matter of national interest with both social and economic benefits. It is the General Services Administration’s (GSA’s) expectation that an Offeror’s subcontracting plan will reflect a commitment to assuring that small, small disadvantaged, and women-owned small business concerns are provided the maximum practicable opportunity, consistent with efficient contract performance, to participate as subcontractors in the performance of the resulting contract. An Offeror submitting a commercial products plan can reflect this commitment through subcontracting opportunities it provides that relate to the offeror’s production generally; i.e., for both its commercial and GOVERNMENT business.

(b) GSA believes that this potential contract provides significant opportunities for the use of small, small disadvantaged, and women-owned small business concerns as subcontractors. Consequently, in addressing the eleven elements described at FAR 52.219-9(d) of the clause in this contract entitled Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan, the Offeror shall demonstrate that its subcontracting plan represents a creative and innovative program for involving small, small disadvantaged, and women-owned small business concerns in performing the contract. The subcontracting plan shall include a description of the offeror’s subcontracting strategies used in any previous contracts, significant achievements, and how this plan will build upon those earlier achievements. Additionally, the Offeror shall demonstrate through its plan that it understands the small business subcontracting program’s objectives, GSA’s expectations, and is committed to taking those actions necessary to meet these goals or objectives.

(c) In determining the acceptability of any subcontracting plan, the Contracting Officer will --

(1) Review the plan to verify that the Offeror has demonstrated an understanding of the small business subcontracting program’s objectives and GSA’s expectations with respect to the program and has included all the information, goals, and assurances required by FAR 52.219-9;

(2) Consider previous goals and achievements of contractors in the same industry;

(3) Consider information and potential sources obtained from agencies administering national and local preference programs and other advocacy groups in evaluating whether the goals stated in the plan adequately reflect the anticipated potential for subcontracting to small, small disadvantaged, and women-owned small business concerns; and

(4) Review the offeror’s description of its strategies, historical performance and significant achievement in placing subcontracts for the same or similar products or services with small, small disadvantaged, and women-owned small business concerns. The offeror’s description can apply to commercial as well as previous GOVERNMENT contracts.

(d) Failure to submit an acceptable subcontracting plan and/or correct deficiencies in a plan within the time specified by the Contracting Officer shall make the Offeror ineligible for award.

88.

GSAM 552.228-70 -- WORKMEN’S COMPENSATION LAWS (SEP 1999)

The Act of June 25, 1936, 49 Stat. 1938 (40 U.S.C. 290) authorizes the constituted authority of the several States to apply their workmen’s compensation laws to all lands and premises owned or held by the United States.

89.

GSAM 552.232-70 -- INVOICE REQUIREMENTS (SEP 1999)

(a)

Invoices shall be submitted in an original only, unless otherwise specified, to the designated billing office specified in this contract or purchase/delivery order.

(b)

Invoices must include the Accounting Control Transaction (ACT) number provided below or on the purchase/delivery order.

ACT Number - to be provided with each task order

(c) In addition to the requirements for a proper invoice specified in the Prompt Payment clause of this contract, the following information or documentation must be submitted with each invoice:

(1) Name of the business concern and invoice data

(2) Contract number

(3) Delivery order number or other authorization for delivery of property or services

(4) Item number, national stock number (NSN), or other product identification number, description, price, and quantity of property and services actually delivered or rendered

(5) Shipping and payment terms

(6) Name (where applicable), title, phone number, and complete mailing address of responsible official to whom payment is to be sent. The “remit to” address must correspond to the remittance address in the contract.

90.

GSAM 552.232-71 -- ADJUSTING PAYMENTS (SEP 1999)

(a) Under the Inspection of Services clause of this contract, payments may be adjusted if any services do not conform with contract requirements. The Contracting Officer or a designated representative will inform the Contractor, in writing, of the type and dollar amount of the proposed deductions by the 10th workday of the month following the performance period for which the deductions are to be made.

(b) The Contractor may, within 10 working days of receipt of the notification of the proposed deduction, present to the Contracting Officer specific reasons why any or all of the proposed deductions are not justified. Reasons must be solidly based and must provide specific facts that justify reconsideration and/or adjustment of the amount to be deducted. Failure to respond within the 10 day period will be interpreted to mean that the Contractor accepts the deductions proposed.

(c) All or a portion of the final payment may be delayed or withheld until the Contracting Officer makes a final decision on the proposed deduction. If the Contracting Officer determines that any or all of the proposed deductions are warranted, the Contracting Officer shall so notify the Contractor, and adjust payments under the contract accordingly.

(d) Invoices must include the Accounting Control Transaction (ACT) number provided on each Task Order.

91.

GSAM 552.237-71 -- QUALIFICATIONS OF EMPLOYEES (MAY 1989)

(a) The Contracting Officer or a designated representative may require the Contractor to remove any employee(s) from GSA controlled buildings or other real property should it be determined that the individual(s) is either unsuitable for security reasons or otherwise unfit to work on GSA controlled property.

(b) The Contractor shall fill out and cause each of its employees performing work on the contract work to fill out, for submission to the GOVERNMENT, such forms as may be necessary for security or other reasons. Upon request of the Contracting Officer, the Contractor and its employees shall be fingerprinted.

(c) Each employee of the contractor shall be a citizen of the United States of America, or an alien who has been lawfully admitted for permanent residence as evidenced by Alien Registration Receipt

Card Form I-151, or who presents other evidence from the Immigration and Naturalization Service that employment will not affect his immigration status.

92.

GSAM 552.232-73 -- AVAILABILITY OF FUNDS (SEP 1999)

The authorization of performance of work under this contract during the initial contract period and any option or extension period(s) is contingent upon the appropriation of funds to procure this service. If the contract is awarded, extended, or option(s) exercised, the GOVERNMENT's obligation beyond the end of the fiscal year (September 30), in which the award or extension is made or option(s) exercised, is contingent upon the availability of funds from which payment for the contract services can be made. No legal liability on the part of the GOVERNMENT for payment of any money beyond the end of each fiscal year (September 30) shall arise unless or until funds are made available to the Contracting Officer for this procurement and written notice of such availability is given to the Contractor.

93.

GSAM 552.243-71 -- PRICING OF ADJUSTMENTS (APR 1989)

When costs are a factor in any determination of a contract price adjustment, such costs shall be in accordance with the contract cost principles and procedures in Part 31 of the Federal Acquisition Regulation (48 CFR Part 31) in effect on the date of this contract.

94.

GSAM 552.252-6 -- AUTHORIZED DEVIATIONS IN CLAUSES (DEVIATION FAR 52.252-6) (SEP 1999) (a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation or variation is indicated by the addition of “(DEVIATION)” or “(VARIATION)” after the date of the clause, if the clause is not published in the General Services Administration Acquisition Regulation (48 CFR Chapter 5). The use in this solicitation of any Federal Acquisition Regulation (FAR) clause with an authorized deviation or variation that is published in the General Services Administration Acquisition Regulation is indicated by the addition of “(DEVIATION (FAR clause no.))” or “(VARIATION (FAR clause no.))” after the date of the clause.

(b) The use in this solicitation of any General Services Administration Acquisition Regulation clause with an authorized deviation or variation is indicated by the addition of “(DEVIATION)” or “(VARIATION)” after the date of the clause.

(c) Changes in wording of clauses that are prescribed for use on a “substantially the same as” basis are not considered deviations. Therefore, when such clauses are not worded exactly the same as the FAR or GSAR clause, they are identified by the word “(VARIATION).”

95.

ETHICAL STANDARDS FOR CONTRACTOR AND CONTRACTOR EMPLOYEES

(a) Definitions.

“Technical Support Services,” as used in this clause, means the services performed by the Contractor in reviewing, inspecting or evaluating the work performed by another Contractor.

“Employee,” as used in this clause, means an employee of a Contractor directly engaged in the performance of technical support services under the contract.

“Contractor,” as used in this clause, means the Contractor, any of its affiliates, the Contractor or its affiliates’ successors in interest, or other entities in which the Contractor has a financial interest, consultants, and subcontractors at any tier.

“Gratuity,” as used in this clause, includes any gift, favor, entertainment, or other item having monetary value. This includes services, conference fees, vendor promotional training, transportation, lodging and meals, as well as discounts not available to the general public and loans extended by anyone other than a bank or financial institution. It does not include anything for which market value is paid by the employee, or on his behalf, by someone other than the Contractor, or a representative, agent, or consultant of the Contractor he/she is responsible for overseeing; anything which is paid for by the GOVERNMENT, secured under GOVERNMENT contract, or accepted by the GOVERNMENT under specific statutory authority plaques or certificates having no intrinsic value; or any unsolicited item, other than money, having a market value of $10 or less per event or presentation.

(b) General. The Contractor shall ensure that employees providing technical support services under this contract conduct themselves in a manner above reproach with complete impartiality and with preferential treatment for none. This clause in no way alters, amends or diminishes the requirements contained in FAR 52.203-13, Procurement Integrity - Service Contracting, if it is included in the contract.

Agreement.

The Contractor agrees that employees providing technical support services under this contract have positions of trust and grave responsibility that require them to observe the highest ethical standards. The Contractor further agrees that its employees directly engaged in the performance of technical support services under this contract will not:

(i) Allow themselves to be placed in a position in which a conflict of interest might arise or might justifiably be suspected.

(ii) Engage in any personal, business or professional activity, or receive or retain any direct of indirect financial interest, which places them in a position of conflict or apparent conflict between their private interests and the public interests of the United States related to their duties or responsibilities of their position.

(iii) Use, directly or indirectly, inside information to further a private gain for themselves or others if that information is not generally available to the public and was obtained by reason of their position.

(iv) Use their positions to induce, coerce, or in any manner influence any person, including subordinates, to provide any improper benefit, financial or otherwise, to themselves or others.

(v) Solicit, accept or agree to accept any gratuity for themselves, members of their families, or others, either directly or indirectly from or on behalf of a GSA Contractor and to report the offering of such gratuity to his employer and to the Contracting Officer.

The Contractor further agrees to ensure that all employees directly engaged in the performance of technical support services are instructed in and understand the prohibitions outlined in this clause.

96.

ORGANIZATIONAL CONFLICTS OF INTEREST

(a) The purpose of this clause is to ensure that the Contractor (1) is not biased in the performance of this contract because of a past, present, or currently planned interest (financial, contractual, representational, organizational or otherwise), (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract, and (3) does not enter into a relationship (financial, contractual, representational, organizational or otherwise) during the term of this contract with any party proposing to offer or offering leasehold interests with any party proposing to offer or offering leasehold interests in real property in response to a solicitation developed as a result of the Contractor’s performance of this contract.

(b) The term “Contractor,” as used in this clause, means the Contractor, any of its affiliates, the Contractor or its affiliate’s successors in interest, or other entities in which the Contractor has a financial interest, consultants, subcontractors of any tier, and employees thereof.

Restrictions. The Contractor agrees:

To remain ineligible to participate in any capacity (including the representation of another party) in GSA contracts, subcontracts, or proposals therefore (solicited or unsolicited) which stem directly from the Contractor’s performance under this contract.

During the term of this contract, to terminate any relationship (financial, contractual, representational, organizational or otherwise) that it may have with any party which owns or has an interest in a building(s) that has been offered or which may reasonably be expected to be offered in response to a solicitation for the acquisition of leasehold interests in real property developed as a result of the Contractor’s performance of this contract. Pursuant to paragraph (g) of this clause, the Contractor may request and the Contracting Officer may, in exceptional cases, authorize the continuation of a relationship.

During the term of this contract, not to enter into a relationship (financial, contractual, representational, organizational or otherwise) with any party which owns or has an interest in a building(s) that has been offered or which may reasonably be expected to be offered in response to a solicitation for the acquisition of leasehold interests in real property developed as a result of the Contractor’s performance of this contract. Pursuant to paragraph (g) of this clause, the Contractor may request and the Contracting Officer may, in exceptional cases, authorize the continuation of a relationship.

(4) That to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (Pub. L. 93-579), or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

(5) That if it obtains access to information, such as GSA plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (Pub. L. 93-579), or data which has not been released or otherwise made available to the public, it will not, unless prior written approval is obtained from the Contracting Officer: (a) use such information for any private purpose unless the information has been released or otherwise made available to the public; (b) compete for work for GSA based on such information for a period of six (6) months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first; (c) submit an unsolicited proposal to the GOVERNMENT which is based on such information until one year after such information is released or otherwise made available to the public; and (d) release such information unless such information has previously been released or otherwise made available to the public by GSA.

(6) Not to solicit or accept any extraneous compensation or thing of value for or because of any act performed or to be performed under this contract. The Contractor further agrees not to solicit or accept any extraneous compensation or thing of value for or because of any act performed or to be performed by GSA officials in connection with the acquisitions of leasehold interest in real property which result from or relate to the Contractor’s activities. The Contractor further agrees to immediately report to the Contracting Officer the offering of such a gratuity.

(d) Disclosure after award.

The Contractor shall, upon request, promptly provide the Contracting Officer an update of its financial disclosure statement and list of clients.

The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract, an immediate and full disclosure shall be made to the Contracting Officer which shall include a description of the action which the Contractor has taken or proposes to take to avoid or mitigate such conflicts.

In the event the Contractor was aware of an organizational conflict of interest prior to the award of this contract and did not disclose the conflict to the Contracting Officer, the GOVERNMENT may terminate the contract for default.

(e) Subcontracts.

The Contractor shall include this clause, including this paragraph, in subcontracts of any tier which involve performance or work of the type specified in (c)(1) above or access to information of the type covered in (c)(4) or (5) above. The terms “contract,” “Contractor” and “Contracting Officer” shall be appropriately modified to preserve the GOVERNMENT’s rights.

If a subcontract is to be issued for evaluation services or activities, technical consulting or management support services as defined in FAR 9.5, the Contractor shall obtain for GSA a financial disclosure statement for each intended subcontractor. The Contractor shall not enter into any subcontract until the Contracting Officer determines whether the subcontract award would create an organizational conflict of interest. If found to exist, the Contracting Officer may require that the Contractor include appropriate conditions which avoid or mitigate such conflict in the subcontract before it is awarded.

(f) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the GOVERNMENT may terminate the contract for default, disqualify the Contractor for subsequent related contract efforts and pursue such other remedies as may be permitted by law or this contract.

(g) Waiver. Request for waiver under this clause shall be directed, in writing, to the Contracting Officer and shall include a full description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interest of the GOVERNMENT, the Contracting Officer will notify the Contractor, in writing, that a waiver has been granted.

(h) Modifications. Prior to a contract modification when the statement of work is modified to add new work, the period of performance is significantly increased, or the parties to the contract are changed, the Contracting Officer may request and the Contractor is required to provide either an organizational conflict of interest disclosure or representation or an update of the previously submitted disclosure or representation

II-I-1