CLAUSE I.1 - FAR DEFINITIONS (JUL 2004)... I-1 CLAUSE I.2 - FAR GRATUITIES (APR 1984)... I-1

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1 PART II SECTION I CONTRACT CLAUSES TABLE OF CONTENTS CLAUSE FAR/DEAR TITLE OF CLAUSE PAGE REFERENCE NO. CLAUSE I.1 - FAR DEFINITIONS (JUL 2004)... I-1 CLAUSE I.2 - FAR GRATUITIES (APR 1984)... I-1 CLAUSE I.3 - FAR COVENANT AGAINST CONTINGENT FEES (APR 1984)I- 2 CLAUSE I.4 - FAR RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)... I-2 CLAUSE I.5 - FAR ANTI-KICKBACK PROCEDURES (JUL 1995)... I-3 CLAUSE I.6 - FAR CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)... I-5 CLAUSE I.7 - FAR PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)... I-5 CLAUSE I.8 - FAR LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007)... I-7 CLAUSE I.9 - FAR PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)... I-11 CLAUSE I.9A - FAR CENTRAL CONTRACTOR REGISTRATION (APR 2008)... I-13 I-i

2 CLAUSE I.9B - FAR REQUIRED SOURCES FOR HELIUM AND HELIUM USAGE DATA (APR 2002)... I-16 CLAUSE I.10 - FAR PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006)... I-17 CLAUSE I.11 - FAR MATERIAL REQUIREMENTS (AUG 2000)... I-17 CLAUSE I.12 - FAR ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT (OCT 1997)... I-18 CLAUSE I.13 - FAR SUBCONTRACTOR COST OR PRICING DATA (OCT 1997)... I-19 CLAUSE I.14 - FAR SUBCONTRACTOR COST OR PRICING DATA-- MODIFICATIONS (OCT 1997)... I-19 CLAUSE I.15 - FAR UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)... I-20 CLAUSE I.16 - FAR SMALL BUSINESS SUBCONTRACTING PLAN (APR 2008)... I-22 CLAUSE I.17 - FAR LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999)... I-33 CLAUSE I.18 - FAR SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM-DISADVANTAGED STATUS AND REPORTING (APR 2008)... I-34 CLAUSE I.19 - FAR NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)... I-35 CLAUSE I.20 - FAR CONVICT LABOR (JUN 2003)... I-35 CLAUSE I.21 - FAR CONTRACT WORK HOURS AND SAFETY STANDARDS ACT -- OVERTIME COMPENSATION (JUL 2005)... I-36 I-ii

3 CLAUSE I.22 - FAR SUBCONTRACTS (LABOR STANDARDS) (JUL 2005) I- 37 CLAUSE I.23 - FAR PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)... I-39 CLAUSE I.24 - FAR EQUAL OPPORTUNITY (MAR 2007)... I-39 CLAUSE I.25 - FAR NOTIFICATION OF VISA DENIAL (JUN 2003)... I-42 CLAUSE I.26 - FAR EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006)... I-42 CLAUSE I.27 - FAR AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)... I-47 CLAUSE I.28 - FAR EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006)... I-49 CLAUSE I.28A - FAR HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997) (ALTERNATE I) (JULY 1995)... I-50 CLAUSE I.29 - FAR POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (AUG 2003) (ALTERNATE I) (AUG 2003) (DEVIATION PER DOE ACQUISITION LETTER ) I-52 CLAUSE I.29A RESERVED I-53 CLAUSE I.29B - FAR ESTIMATE OF PERCENTAGE OF RECOVERED... MATERIAL CONTENT FOR EPA-DESIGNATED ITEMS (MAY 2008)... I-53 CLAUSE I.29C FAR WASTE REDUCTION PROGRAM (AUG 2000) (DEVIATION PER DOE ACQUISITION LETTER ) I-54 CLAUSE I.29D FAR OZONE-DEPLETING SUBSTANCES (MAY 2001) I-54 I-iii

4 CLAUSE I.30 - FAR REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (MAY 1995)... I-55 CLAUSE I.30A - FAR TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)... I-55 CLAUSE I.31 - FAR PRIVACY ACT NOTIFICATION (APR 1984)... I-57 CLAUSE I.32 - FAR PRIVACY ACT (APR 1984)... I-57 CLAUSE I.33 FAR BUY AMERICAN ACT-- SUPPLIES (FEB 2009) (DEVIATION)... I-58 CLAUSE I.34 - FAR BUY AMERICAN ACT-- CONSTRUCTION MATERIALS (FEB 2009)... I-60 CLAUSE I.35 FAR RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)... I-64 CLAUSE I.36 - FAR RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)... I-64 CLAUSE I.37 - FAR TAXES -- FOREIGN COST-REIMBURSEMENT CONTRACTS (MAR 1990)... I-65 CLAUSE I.38 - FAR COST ACCOUNTING STANDARDS (OCT 2008)... I-65 CLAUSE I.39 - FAR ADMINISTRATION OF COST ACCOUNTING STANDARDS (MAR 2008)... I-67 CLAUSE I.40 - FAR INTEREST (OCT 2008)... I-77 CLAUSE I.41 - FAR AVAILABILITY OF FUNDS (APR 1984)... I-79 CLAUSE I.42 - FAR PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986)... I-79 CLAUSE I.43 - FAR DISPUTES (JUL 2002) (ALTERNATE I) (DEC 1991).. I-79 CLAUSE I.44 - FAR PROTEST AFTER AWARD (AUG 1996) (ALTERNATE I) (JUNE 1985)... I-80 I-iv

5 CLAUSE I.45 - FAR OTHER CONTRACTS (APR 1984)... I-82 CLAUSE I.46 - FAR CONTINUITY OF SERVICES (JAN 1991)... I-82 CLAUSE I.47 - FAR NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)... I-83 CLAUSE I.48 - FAR BANKRUPTCY (JUL 1995)... I-83 CLAUSE I.49 - FAR COMPETITION IN SUBCONTRACTING (DEC 1996) I-83 CLAUSE I.50 - FAR SUBCONTRACTS FOR COMMERCIAL ITEMS (AUG 2009)... I-84 CLAUSE I.51 - FAR COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006)... I-85 CLAUSE I.52 - FAR PREFERENCE FOR U.S. FLAG AIR CARRIERS (JUN 2003)... I-86 CLAUSE I.53 - FAR PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS (FEB 2006)... I-87 CLAUSE I.54 - FAR SUBMISSION OF TRANSPORTATION BILLS FOR AUDIT (FEB 2006)... I-89 CLAUSE I.55 - FAR TERMINATION (COST-REIMBURSEMENT)(MAY 2004); MODIFIED BY DEAR (DEC 2000)... I-90 CLAUSE I.56 - FAR EXCUSABLE DELAYS (APR 1984)... I-95 CLAUSE I.57 - FAR GOVERNMENT SUPPLY SOURCES (APR 1984) (DEVIATION)... I-96 CLAUSE I.58 - FAR INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLES AND RELATED SERVICES (JAN 1991)... I-96 CLAUSE I.59 - FAR AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) I- 96 CLAUSE I.60 - FAR COMPUTER GENERATED FORMS (JAN 1991)... I-96 I-v

6 CLAUSE I.61 - DEAR WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES (DEC 2000)... I-97 CLAUSE I.62 - DEAR SENSITIVE FOREIGN NATIONS CONTROLS (APR 1994)... I-97 CLAUSE I.63 - DEAR DISCLOSURE OF INFORMATION (APR 1994)... I-97 CLAUSE I.64 - DEAR PUBLIC AFFAIRS (DEC 2000)... I-98 CLAUSE I.65 - DEAR TAGGING OF LEASED VEHICLES (APR 1984)... I-99 CLAUSE I.66 - DEAR ORGANIZATIONAL CONFLICTS OF INTEREST (JUN 1997) (ALTERNATE I) (JUN 1997)... I-99 CLAUSE I.67 - DEAR PRIORITIES AND ALLOCATIONS (DOMESTIC ENERGY SUPPLIES) (ALTERNATE I) (JUN 1996)... I-102 CLAUSE I.68 - DEAR PRIORITIES AND ALLOCATIONS (ATOMIC ENERGY) (JUN 1996)... I-103 CLAUSE I.69 - DEAR KEY PERSONNEL (DEC 2000)... I-103 CLAUSE I.70 - DEAR ACQUISITION OF REAL PROPERTY (APR 1984).. I- 103 CLAUSE I.71 - DEAR PRESERVATION OF INDIVIDUAL OCCUPATIONAL RADIATION EXPOSURE RECORDS (APR 1984)... I-104 CLAUSE I.72 - DEAR PAPERWORK REDUCTION ACT (APR 1994).. I-104 CLAUSE I.73 - DEAR DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997)... I-105 CLAUSE I.73A - DEAR TECHNICAL DIRECTION (DEC 2000)... I-105 CLAUSE I.73B - DEAR FOREIGN TRAVEL (DEC 2000)... I-107 CLAUSE I.74 - DEAR NUCLEAR HAZARDS INDEMNITY AGREEMENT (JUN 1996)... I-107 I-vi

7 CLAUSE I.75 - DEAR CONTRACTOR EMPLOYEE TRAVEL DISCOUNTS (DEC 2000)... I-112 CLAUSE I.76 - DEAR MANAGEMENT CONTROLS (JUN 2007) (DEVIATION)... I-113 CLAUSE I.77 - DEAR PERFORMANCE IMPROVEMENT AND COLLABORATION (MAY 2006)... I-114 CLAUSE I.78 - DEAR CONTRACTOR'S ORGANIZATION (DEC 2000)I-115 CLAUSE I.79 - DEAR LAWS, REGULATIONS AND DOE DIRECTIVES (DEC 2000)(DEVIATION)... I-115 CLAUSE I.80 - DEAR ACCESS TO AND OWNERSHIP OF RECORDS (JUL 2005)... I-116 CLAUSE I.81 - DEAR PRINTING (DEC 2000)... I-119 CLAUSE I.82 - DEAR TOTAL AVAILABLE FEE: BASE FEE AMOUNT AND PERFORMANCE FEE AMOUNT (DEC 2000) (ALTERNATES II AND III) (DEC 2000)... I-119 CLAUSE I.83 - DEAR CONDITIONAL PAYMENT OF FEE, PROFIT, AND OTHER INCENTIVES FACILITY MANAGEMENT CONTRACTS (JAN 2004) (ALTERNATE I) (JAN 2004)... I-122 CLAUSE I.84 - DEAR COLLECTIVE BARGAINING AGREEMENTS -- MANAGEMENT AND OPERATING CONTRACTS (DEC 2000)... I-126 CLAUSE I.85 - DEAR OVERTIME MANAGEMENT (DEC 2000)... I-127 CLAUSE I.86 - DEAR INTEGRATION OF ENVIRONMENT, SAFETY, AND HEALTH INTO WORK PLANNING AND EXECUTION (DEC 2000)... I-128 CLAUSE I.87 - DEAR AFFIRMATIVE PROCUREMENT PROGRAM (MAR 2003) (DEVIATION PER DOE ACQUISITION LETTER )... I-130 I-vii

8 CLAUSE I.88 - DEAR WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (DEC 2000)... I-132 CLAUSE I.88A - DEAR DOE MOTOR VEHICLE FLEET FUEL EFFICIENCY (OCT 2003) (DEVIATION PER DOE ACQUISITION LETTER )... I-132 CLAUSE I.89 - DEAR DIVERSITY PLAN (DEC 2000)... I-133 CLAUSE I.90 - DEAR COMMUNITY COMMITMENT (DEC 2000)... I-133 CLAUSE I.91 - DEAR RIGHTS IN DATA-TECHNOLOGY TRANSFER (DEVIATION -JUL 2006)... I-133 CLAUSE I.92 - DEAR TECHNOLOGY TRANSFER MISSION (DEVIATION JUL 2006)... I-150 CLAUSE I.93 - DEAR AUTHORIZATION AND CONSENT (AUG 2002)I-163 CLAUSE I.94 - DEAR NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (AUG 2002)... I-163 CLAUSE I.95 - DEAR PATENT INDEMNITY - SUBCONTRACTS (DEC 2000)... I-164 CLAUSE I.96 - DEAR REFUND OF ROYALTIES (AUG 2002)... I-164 CLAUSE I.97 - DEAR PATENT RIGHTS - MANAGEMENT AND OPERATING CONTRACTS, NONPROFIT ORGANIZATION OR SMALL BUSINESS FIRM CONTRACTOR (AUG 2002).. I- 165 CLAUSE I.98 - DEAR INSURANCE--LITIGATION AND CLAIMS (MAR 2002) (DEVIATION)..... I-179 CLAUSE I.99 - DEAR STATE AND LOCAL TAXES (DEC 2000)... I-182 CLAUSE I DEAR PREEXISTING CONDITIONS (DEC 2000) (ALTERNATE I) (DEC 2000)... I-183 I-viii

9 CLAUSE I DEAR REDUCTION OR SUSPENSION OF ADVANCE, PARTIAL, OR PROGRESS PAYMENTS (DEC 2000)... I-183 CLAUSE I DEAR PAYMENTS AND ADVANCES (DEC 2000) (ALTERNATES II AND III) (DEC 2000)... I-184 CLAUSE I DEAR ACCOUNTS, RECORDS, AND INSPECTION (JUN 2007) (DEVIATION PER AL )... I-188 CLAUSE I DEAR OBLIGATION OF FUNDS (DEC 2000)... I-191 CLAUSE I DEAR LIABILITY WITH RESPECT TO COST ACCOUNTING STANDARDS (DEC 2000)... I-192 CLAUSE I DEAR WORK FOR OTHERS FUNDING AUTHORIZATION (DEC 2000).....I-193 CLAUSE I DEAR FINANCIAL MANAGEMENT SYSTEM (DEC 2000)... I-194 CLAUSE I DEAR INTEGRATED ACCOUNTING (DEC 2000)... I-194 CLAUSE I DEAR FEDERALLY FUNDED RESEARCH AND DEVELOPMENT CENTER SPONSORING AGREEMENT (DEC 2000)... I-194 CLAUSE I DEAR GOVERNMENT FACILITY SUBCONTRACT APPROVAL (DEC 2000) (DEVIATION)... I-195 CLAUSE I RESERVED CLAUSE I DEAR PENALTIES FOR UNALLOWABLE COSTS (DEC 2000)... I-195 CLAUSE I DEAR CHANGES (DEC 2000)... I-197 CLAUSE I DEAR CONTRACTOR PURCHASING SYSTEM (MAY 2006)... I-197 CLAUSE I DEAR PROPERTY (DEC 2000) (ALTERNATE I) (DEC 2000)... I-202 I-ix

10 CLAUSE I FAR WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)... I-208 CLAUSE I FAR NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004)... I-208 CLAUSE I.118 FAR COMBATING TRAFFICKING IN PERSONS (APR 2006)... I-211 CLAUSE I DEAR WORK AUTHORIZATION (MAY 2007)... I-214 CLAUSE I FAR CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2008)... I-215 CLAUSE I FAR DISPLAY OF HOTLINE POSTER(S) (DEC 2007). I-220 CLAUSE I FAR ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (DEC 2007)... I-221 CLAUSE I FAR IEEE 1680 STANDARD FOR THE ENVIRONMENTAL ASSESSMENT OF PERSONAL COMPUTER PRODUCTS (DEC 2007)... I-222 CLAUSE I.124 DEAR COMPUTER SECURITY (AUG 2006)... I-223 CLAUSE I DEAR RESEARCH MISCONDUCT (JUL 2005).. I-224 CLAUSE I DEAR NUCLEAR HAZARDS INDEMNITY AGREEMENT (OCT 2005)... I-228 CLAUSE I.127 FAR EMPLOYMENT ELIGIBILITY VERIFICATION (JAN 2009)... I-232 I-x

11 Contract Clauses CLAUSE I.1 - FAR DEFINITIONS (JUL 2004) (a) 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 in effect at the time the solicitation was issued, unless-- (1) The solicitation, or amended solicitation, provides a different definition; (2) The contracting parties agree to a different definition; (3) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or (4) The word or term is defined in FAR Part 31, for use it the cost principles and procedures. (b) The FAR Index is a guide to words and terms the FAR defines and shows where each definition is located. The FAR Index is available via the Internet at at the end of the FAR, after the FAR Appendix. CLAUSE I.2 - FAR GRATUITIES (APR 1984) (a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative: (1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and (2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract. (b) (c) The facts supporting this determination may be reviewed by any court having lawful jurisdiction. If this contract is terminated under paragraph (a) above, the Government is entitled: (1) To pursue the same remedies as in a breach of the contract; and I-1

12 (2) In addition to any other damages provided by law, to exemplary damages of not less than three (3) nor more than ten (10) times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.) (d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. CLAUSE I.3 - FAR COVENANT AGAINST CONTINGENT FEES (APR 1984) (a) (b) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee. "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. "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. CLAUSE I.4 - FAR RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) I-2

13 (a) (b) (c) Except as provided in paragraph (b) below, 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. The prohibition in paragraph (a) above does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation. 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. CLAUSE I.5 - FAR ANTI-KICKBACK PROCEDURES (JUL 1995) (a) Definitions. (1) "Kickback," as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract. (2) "Person," as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual. (3) "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. (4) "Prime Contractor," as used in this clause, means a person who has entered into a prime contract with the United States. (5) "Prime Contractor Employee," as used in this clause, means any officer, partner, employee, or agent of a prime Contractor. (6) "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. I-3

14 (7) "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. (8) "Subcontractor Employee," as used in this clause, means any officer, partner, employee, or agent of a subcontractor. (b) The Anti-Kickback Act of 1986 (41 U.S.C ) (the Act), prohibits any person from -- (1) Providing or attempting to provide or offering to provide any kickback; (2) Soliciting, accepting, or attempting to accept any kickback; or (3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher-tier subcontractor. (c) (1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships. (2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report, in writing, the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Department of Justice. (3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause. (4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the prime Contractor withhold from sums owed a subcontractor under the prime contract, the amount of the kickback. The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this Clause. In either case, the prime Contractor shall notify the Contracting Officer when the monies are withheld. I-4

15 (5) The Contractor agrees to incorporate the substance of this clause, including subparagraph (c)(5) but excepting subparagraph (c)(1), in all subcontracts under this contract. CLAUSE I.6 - FAR CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) (a) If the Government receives information that a Contractor or a person has engaged in conduct constituting a violation of subsection (a), (b), (c), or (d) of Section 27 of the Office of Federal Procurement Policy Act (41 U.S.C. 423) (the Act), as amended by Section 4304 of the National Defense Authorization Act for Fiscal Year 1996 (Pub.L ), the Government may -- (1) Cancel the solicitation, if the contract has not yet been awarded or issued; or (2) Rescind the contract with respect to which -- (i) The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct constitutes a violation of subsection 27 (a) or (b) of the Act for the purpose of either -- (A) (B) Exchanging the information covered by such subsections for anything of value; or Obtaining or giving anyone a competitive advantage in the award of a Federal agency procurement contract; or (ii) The head of the contracting activity has determined, based upon a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct constituting an offense punishable under subsection 27 (e)(1) of the Act. (b) (c) If the Government rescinds the contract under paragraph (a) of this clause, the Government is entitled to recover, in addition to any penalty prescribed by law, the amount expended under the contract. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law, regulation, or under this contract. CLAUSE I.7 - FAR PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) I-5

16 (a) The Government, at its election, may reduce the price of a fixed-price type contract and the total cost and fee under a cost-type contract by the amount of profit or fee determined as set forth in paragraph (b) of this clause if the head of the contracting activity or designee determines that there was a violation of Subsection 27(a), (b), or (c) of the Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423), as implemented in Section of the Federal Acquisition Regulation. (b) The price or fee reduction referred to in paragraph (a) of this clause shall be -- (1) For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award; (2) For cost-plus-incentive fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or "fee floor" specified in the contract; (3) For cost-plus-award fee contracts -- (i) The base fee established in the contract at the time of contract award; (ii) If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the Contractor for each award fee evaluation period or at each award fee determination point. (4) For fixed-price-incentive contracts, the Government may -- (i) (ii) Reduce the contract target price and contract target profit both by an amount equal to the initial target profit specified in the contract at the time of contract award; or If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price. (5) For firm-fixed-price contracts, by 10 percent of the initial contract price or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award. I-6

17 (c) (d) The Government may, at its election, reduce a prime Contractor's price or fee in accordance with the procedures of paragraph (b) of this clause for violations of the Act by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced. In addition to the remedies in paragraphs (a) and (c) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract. CLAUSE I.8 - FAR LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007) (a) Definitions. As used in this clause Agency means executive agency as defined in Federal Acquisition Regulation (FAR) Covered Federal action means any of the following actions: (1) Awarding any Federal contract. (2) Making any Federal grant. (3) Making any Federal loan. (4) Entering into any cooperative agreement. (5) Extending, continuing, renewing, amending, or modifying any Federal contract, grant, loan, or cooperative agreement. Indian tribe and tribal organization have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450b) and include Alaskan Natives. Influencing or attempting to influence means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action. Local government means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government. Officer or employee of an agency includes the following individuals who are employed by an agency: I-7

18 (1) An individual who is appointed to a position in the Government under Title 5, United States Code, including a position under a temporary appointment. (2) A member of the uniformed services, as defined in subsection 101(3), Title 37, United States Code. (3) A special Government employee, as defined in section 202, Title 18, United States Code. (4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5, United States Code, appendix 2. Person means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law. Reasonable compensation means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government. Reasonable payment means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector. Recipient includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law. Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days. State means a State of the United States, the District of Columbia, or an outlying area of the United States, an agency or instrumentality of a State, and multi- State, regional, or interstate entity having governmental duties and powers. I-8

19 (b) (c) Prohibition. 31 U.S.C prohibits a recipient of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal actions. In accordance with 31 U.S.C the Contractor shall not use appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the award of this contractor the extension, continuation, renewal, amendment, or modification of this contract. (1) The term appropriated funds does not include profit or fee from a covered Federal action. (2) To the extent the Contractor can demonstrate that the Contractor has sufficient monies, other than Federal appropriated funds, the Government will assume that these other monies were spent for any influencing activities that would be unallowable if paid for with Federal appropriated funds. Exceptions. The prohibition in paragraph (b) of this clause does not apply under the following conditions: (1) Agency and legislative liaison by Contractor employees. (i) Payment of reasonable compensation made to an officer or employee of the Contractor if the payment is for agency and legislative liaison activities not directly related to this contract. For purposes of this paragraph, providing any information specifically requested by an agency or Congress is permitted at any time. (ii) Participating with an agency in discussions that are not related to a specific solicitation for any covered Federal action, but that concern (A) The qualities and characteristics (including individual demonstrations) of the person s products or services, conditions or terms of sale, and service capabilities; or (B) The application or adaptation of the person s products or services for an agency s use. (iii) Providing prior to formal solicitation of any covered Federal action any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action; (iv) Participating in technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and (v) Making capability presentations prior to formal solicitation of any covered Federal action by persons seeking awards from an agency I-9

20 (d) pursuant to the provisions of the Small Business Act, as amended by Pub. L , and subsequent amendments. (2) Professional and technical services. (i) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. (ii) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations. (iii) As used in paragraph (c)(2) of this clause, professional and technical services are limited to advice and analysis directly applying any professional or technical discipline (for examples, see FAR 3.803(a)(2)(iii)). (iv) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents. (3) Only those communications and services expressly authorized by paragraphs (c)(1) and (2) of this clause are permitted. Disclosure. (1) If the Contractor did not submit OMB Standard Form LLL, Disclosure of Lobbying Activities, with its offer, but registrants under the Lobbying Disclosure Act of 1995 have subsequently made a lobbying contact on behalf of the Contractor with respect to this contract, the Contractor shall complete and submit OMB Standard Form LLL to provide the name of the lobbying registrants, including the individuals performing the services. (2) If the Contractor did submit OMB Standard Form LLL disclosure pursuant to paragraph (d) of the provision at FAR , Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, and a change occurs that affects Block 10 of the OMB Standard Form LLL (name and address of lobbying registrant or individuals performing I-10

21 (e) (f) (g) services), the Contractor shall, at the end of the calendar quarter in which the change occurs, submit to the Contracting Officer within 30 days an updated disclosure using OMB Standard Form LLL. Penalties. (1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or who fails to file or amend the disclosure to be filed or amended by paragraph (d) of this clause shall be subject to civil penalties as provided for by 31 U.S.C An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable. (2) Contractors may rely without liability on the representation made by their subcontractors in the certification and disclosure form. Cost allowability. Nothing in this clause makes allowable or reasonable any costs which would otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any other provision. Subcontracts. (1) The Contractor shall obtain a declaration, including the certification and disclosure in paragraphs (c) and (d) of the provision at FAR , Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, from each person requesting or receiving a subcontract exceeding $100,000 under this contract. The Contractor or subcontractor that awards the subcontract shall retain the declaration. (2) A copy of each subcontractor disclosure form (but not certifications) shall be forwarded from tier to tier until received by the prime Contractor. The prime Contractor shall, at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor, submit to the Contracting Officer within 30 days a copy of all disclosures. Each subcontractor certification shall be retained in the subcontract file of the awarding Contractor. (3) The Contractor shall include the substance of this clause, including this paragraph (g), in any subcontract exceeding $100,000. CLAUSE I.9 - FAR PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000) (a) Definitions. As used in this clause -- I-11

22 "Postconsumer material" means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of "recovered material." For paper and paper products, postconsumer material means "postconsumer fiber" defined by the U.S. Environmental Protection Agency (EPA) as -- (1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their endusage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or (2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not (3) Fiber derived from printers' over-runs, converters' scrap, and over-issue publications. "Printed or copied double-sided" means printing or reproducing a document so that information is on both sides of a sheet of paper. "Recovered material," for paper and paper products, is defined by EPA in its Comprehensive Procurement Guideline as "recovered fiber" and means the following materials: (1) Postconsumer fiber; and (2) Manufacturing wastes such as -- (i) (ii) Dry paper and paperboard waste generated after completion of the papermaking process (that is, those manufacturing operations up to and including the cutting and trimming of the paper machine reel into smaller rolls or rough sheets) including: envelope cuttings, bindery trimmings, and other paper and paperboard waste resulting from printing, cutting, forming, and other converting operations; bag, box, and carton manufacturing wastes; and butt rolls, mill wrappers, and rejected unused stock; and Repulped finished paper and paperboard from obsolete inventories of paper and paperboard manufacturers, merchants, wholesalers, dealers, printers, converters, or others. (b) In accordance with Section 101 of Executive Order of September 14, 1998, Greening the Government through Waste Prevention, Recycling, and Federal Acquisition, the Contractor is encouraged to submit paper documents, I-12

23 such as offers, letters, or reports, that are printed or copied double-sided on recycled paper that meet minimum content standards specified in Section 505 of Executive Order 13101, when not using electronic commerce methods to submit information or data to the Government. (c) If the Contractor cannot purchase high-speed copier paper, offset paper, forms bond, computer printout paper, carbonless paper, file folders, white wove envelopes, writing and office paper, book paper, cotton fiber paper, and cover stock meeting the 30 percent postconsumer material standard for use in submitting paper documents to the Government, it should use paper containing no less than 20 percent postconsumer material. This lesser standard should be used only when paper meeting the 30 percent postconsumer material standard is not obtainable at a reasonable price or does not meet reasonable performance standards. CLAUSE I.9A - FAR CENTRAL CONTRACTOR REGISTRATION (APR 2008) (a) Definitions. As used in this clause Central Contractor Registration (CCR) database means the primary Government repository for Contractor information required for the conduct of business with the Government. Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities. Data Universal Numbering System +4 (DUNS+4) number means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4- character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern. Registered in the CCR database means that (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and (2) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record Active. The Contractor will be required to provide consent for TIN validation to the Government as a part of the CCR registration process. (b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. I-13

24 (c) (d) (e) (f) (2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation DUNS or DUNS +4 followed by the DUNS or DUNS +4 number that identifies the offeror s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database. If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number (i) Via the Internet at or if the offeror does not have internet access, it may call Dun and Bradstreet at if located within the United States; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address, City, State, and ZIP Code. (iv) Company Mailing Address, City, State and ZIP Code (if separate from physical). (v) Company Telephone Number. (vi) Date the company was started. (vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation. The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government s I-14

25 reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (g) (1) (i) If a Contractor has legally changed its business name, doing business as name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(c) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the Suspension of Payment paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the Suspension of payment paragraph of the EFT clause of this contract. (h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at or by calling , or I-15

26 CLAUSE I.9B - FAR REQUIRED SOURCES FOR HELIUM AND HELIUM USAGE DATA (APR 2002) (a) Definitions. "Bureau of Land Management," as used in this clause, means the Department of the Interior, Bureau of Land Management, Amarillo Field Office, Helium Operations, located at 801 South Fillmore Street, Suite 500, Amarillo, TX "Federal helium supplier" means a private helium vendor that has an in-kind crude helium sales contract with the Bureau of Land Management (BLM) and that is on the BLM Amarillo Field Office's Authorized List of Federal Helium Suppliers available via the Internet at "Major helium requirement" means an estimated refined helium requirement greater than 200,000 standard cubic feet (scf) (measured at 14.7 pounds per square inch absolute pressure and 70 degrees Fahrenheit temperature) of gaseous helium or 7510 liters of liquid helium delivered to a helium use location per year. (b) Requirements. (1) Contractors must purchase major helium requirements from Federal helium suppliers, to the extent that supplies are available. (2) The Contractor shall provide to the Contracting Officer the following data within 10 days after the Contractor or subcontractor receives a delivery of helium from a Federal helium supplier- (i) (ii) (iii) (iv) The name of the supplier; The amount of helium purchased; The delivery date(s); and The location where the helium was used. (c) Subcontracts. The Contractor shall insert this clause, including this paragraph (c), in any subcontract or order that involves a major helium requirement. I-16

27 CLAUSE I.10 - FAR PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006) (a) (b) (c) The Government suspends or debars Contractors to protect the Government's interests. The Contractor shall not enter into any subcontract in excess of $30,000 with a Contractor that is debarred, suspended, or proposed for debarment unless there is a compelling reason to do so. The Contractor shall require each proposed first-tier subcontractor, whose subcontract will exceed $30,000, to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government. A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party that is debarred, suspended, or proposed for debarment (see FAR for information on the Excluded Parties List System). The notice must include the following: (1) The name of the subcontractor. (2) The Contractor's knowledge of the reasons for the subcontractor being in the Excluded Parties List System. (3) The compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion in the Excluded Parties List System. (4) The systems and procedures the Contractor has established to ensure that it is fully protecting the Government's interests when dealing with such subcontractor in view of the specific basis for the party's debarment, suspension or proposed debarment. CLAUSE I.11 - FAR MATERIAL REQUIREMENTS (AUG 2000) (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. I-17