SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17,23,24, & 30 -

• Document Type: FOIA
• Collection: FOIA Collection
• Document Number (FOIA) /ESDN (CREST): 0005288704
• Release Decision: RIPPUB
• Original Classification: U
• Document Page Count: 15
• Document Creation Date: June 22, 2015
• Document Release Date: October 30, 2009
• Case Number: F-2007-00737
• Publication Date: August 1, 2006

08/01/2006 11:35 PAGE 02
SOLICITATION/CONTRACTIORDER FOR COMMERCIAL ITEMS
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 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS
1. REQUISITION NUMBER
PAGE I OF
OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30
651006770077-0
13
2. CONTRACT NO.
3. AWARD/EFFECTIVE
4. ORDER NUMBER
5. SOLICITATION NUMBER
6. SOLICITATION ISSUE
DATE
DATE
01 August 2006
a. NAME
b. TELEPHONE NUMBER(No collect
8. OFFER DUE DATE/
ca11s
LOCAL TIME
7. FOR SOLICITATION ,
INFORMATION CALL:
9. ISSUED BY
CODE
10. THIS ACQUISITION IS
? UNRESTRICTED OR ^ SET ASIDE: % FOR
^ SMALL BUSINESS ^ EMERGING SMALL
BUSINESS
Washington, DC 20505
^ HUBZONE SMALL
NAICS: BUSINESS
SIZE STANDARD: ^ SERVICE-DISABLED VETERAN- ^ 8(A)
OWNED SMALL BUSINESS
11. DELIVERY FOR FOB DESTINA-
12. DISCOUNT TERMS
THIS CONTRACT IS A
^ 13
13b. RATING
TION UNLESS BLOCK IS
a.
MARKED
Net 30 Days
RATED ORDER UNDER
14. METHOD OF SOLICITATION
^ SEE SCHEDULE
DPAS (IS CFR 700)
^ RFQ ^ IFB ^ RFP
15. DELIVER TO
CODE
16. ADMINISTERED BY CODE
SEE SECTION A-PAGE 2
Technical POC: COTR:
17a. CONTRACTOR/ , CODE
FACILITY
I Sa. PAYMENT WILL BE MADE BY CODE
OFFEROR
CODE
PHONE
Ed Venture Partners
49 Dos Osos
Orinda, CA 94563
WASHINGTON, D.C. 20505
See Clause submission of invoices
TELEPHONENO.
^ 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN
18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK
OFFER
BELOW IS CHECKED ^ SEE ADDENDUM
19.
20.
21.
22.
23.
24.
ITEM NO.
SCHEDULE OF SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
See Page 2
(Use Reverse and/or Attach Additional Sheets as Necessary)
26. TOTAL AWARD AMOUNT (For Govt. Use Only)
$236,700.00
^ 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1,52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA
^ ARE ^ ARE NOT ATTACHE
D
^ 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-S IS ATTACHED. ADDENDA
^ ARE ^ ARE NOT ATTACHE
D
^ 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AN
D RETURN
^ 29. AWAR
D OF
CONTR
ACT: REF.
OFFER
COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNI
SH AND
DATED
. YOUR OFFER ON SOLICITA
'ION
S WHICH ARE
AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV 3/2005)
PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212
 STANDARD FORM 1449 (REV. 312005) BACK
Section I - Continuation of SF 1449
Use of Facsimile Signatures (JUN 2002)
This Contract document may be executed in counterparts, each of which shall be deemed an original, all of which
together shall constitute one and the same instrument. Facsimile signatures will be regarded as authentic by all
parties.
52.247-34 F.o.b. Destination (NOV 1991) (The vendor will pay for shipping and insure the items until their point of
destination.)
A. Deliver To/Schedule (Blocks 11, 15, 19-24):
 -ies, ground and air travel expenses, hotel, and car rental are included in the
execution.
GSA Schedule Number: GS-02F-0022P
Case Study Components
Total Contract Price
Cost per Component
Section II - Addendum and Contract Clauses
ADDENDUM TO FAR 52.212-4:
Compliance with the Constitution and Statutes of the United States (AUG 1996)
Nothing in this contract shall be construed to authorize any activity in violation of the Constitution or Statutes of the
United States.
Fraud, Waste, and Abuse - Unclassified Association (DEC 2002)
Anyone who suspects fraud, waste, or abuse in any aspect of the acquisition process or during performance of this
contract by either Government or Contractor personnel should contact the Office of Inspector General,
Investigations Staff, at phone number
Non-Publicity (DEC 2003)
(a) The Contractor shall not use or allow to be used any aspect of this solicitation and/or contract for publicity.
"Publicity" means, but is not limited to, advertising (e.g. trade magazines, newspapers, Internet, radio, television
etc.), communications with the media marketing, or a reference for new business. This shall include, but, is not
limited to, the use of the terms or any other sponsor specific terms in any public advertisements. It is
further understood that this obligation shall not expire upon completion or termination of this contract, but will
continue indefinitely. The Contractor may request a waiver or release from the foregoing but shall not deviate
therefrom unless authorized to do so in writing by the Contracting Officer. Contractors are not required to obtain
waivers when informing offices within this Agency of contracts it has performed or is in the process of performing
provided there are no security restrictions. Contractors may include the requirement for security clearances up to
the TS, SCI level in public employment advertisements.
(b) The Contractor shall include the substance of this clause, including this paragraph (b), in each subcontract
issued under this contract.
Personal Conduct (JUL 1997)
(a) The Contractor and its employees shall comply with the conduct requirements in effect at the Government's
2
 work site. The Government reserves the right to exclude or remove from the site any employee of the Contractor or
of a subcontractor whom the Government deems careless, uncooperative, or whose continued employment on the
work is deemed by the Government to be contrary to the public interest.
(b) The Contractor shall inform its employees that the Agency has a zero tolerance policy for harassing behavior
and that it shall not be tolerated. Any Contractor employee who is found to be culpable in incidents of harassment
shall be immediately escorted from the premises and denied further access. This policy creates a greater burden
upon the conduct of Contractor employees. The Contractor shall emphasize this fact to its employees.
(c) Exclusion under the circumstances described in this clause shall not relieve the Contractor from full
performance of the requirements of this contract, nor will. it provide the basis for any claims against the
Government.
Settlement - Fixed Price Services Contracts (APR 2006)
Upon completion of the subject contract, the Contractor shall submit the following documents:
(a) Level-of-Effort Certification (if applicable, breakdown by labor category and hours expensed) (One copy
required)
(b) Electronic Funds Transfer Information (EFT) - The submission of this information is required to keep our
payment database current. (One copy required)
(c) Final Property Closeout Statement (Government Furnished Property (GFP) and Contractor Acquired Property
(CAP) (One copy required)
(d) Final Patent and Royalty Statement (in accordance with FAR 52.227-11, 52.227-12, and 52.227-13, as
appropriate) (One copy required)
One complete set of closeout documentation shall be mailed, postage prepaid, to the Contracting Officer at the
address on page 1 of this contract.
If you have any questions in regard to the closeout procedure, please contact the Contracting Officer.
Prohibition Against Recruiting in AgencyFacilities (AUG 2004)
(a) The Contractor shall inform its employees and subcontractors that they are not permitted to engage in
employment recruitment while in any facility controlled by the Agency or to use Agency communications systems
(e.g. cable and computer systems) and nonpublic information in connection with recruitment without written
approval of the Contracting Officer. For purposes of this clause, recruitment refers to discussions of future
employment with the contractor or subcontractor initiated by an employee of the contractor or subcontractor;
distribution of employment forms or other employment paperwork, or similar activities directed towards obtaining
the employment of an Agency employee by the contractor or subcontractor. Any Contractor or subcontractor
employee who violates this policy may be denied further access to Agency facilities and systems. The Contractor
shall emphasize this fact to its employees and subcontractors and shall include the substance of this clause in each
subcontract issued under this contract.
(b) The prohibition set forth in paragraph (a) above does not apply to the recruitment of Agency personnel enrolled
in the Agency's Career Transition Program. The prohibition also does not apply to the recruitment of Agency
personnel for part-time work that does not conflict or interfere with Agency personnel's employment with the
Agency, provided Contracting Officer approval has been obtained consistent with paragraph (a) above.
(c) Exclusion under the circumstances described in paragraph (a) of this clause shall not relieve the Contractor
from full performance of the requirements of this contract, nor will it provide the basis for any claims against the
Government.
Suspension and Debarment (AUG 2004)
 The Agency has established suspension and debarment procedures consistent with FAR Subpart 9.4. The Agency
will provide a copy of said procedures to the Contractor in the event a notice of proposed suspension or a notice of
proposed debarment is issued by the Agency or upon written request to the Contracting Officer.
Statement of Work (OCT 2003)
dated 16 May 2006, which is incorporated by reference or attached hereto
Usage of the Metric System of Measurement (OCT 2003)
is made a part
(a) The metric system of measurement is the preferred system of weights and measures for United States trade
and commerce. Each Federal agency must use the metric system of measurement in its procurements, grants and
other business-related activities to the extent economically feasible.
(b) This contract requires, unless specified otherwise, that all supplies, components, reports, documentation, or
services which are designed, fabricated, assembled, delivered, or performed under this contract shall utilize, to the
extent necessary to be competitive in and to the extent dictated by the world marketplace, the "International System
of Units" (ISU), as established by the General Conference of Weights and Measures in 1960. The ISU is also
known as "System International (SI)" or "Metric System"; and it is interpreted for U.S. usage by the Department of
Commerce's "Interpretation'of the International System of Units for the United States" (IISU) and supplemented for
the Federal Government's usage by the General Services Administration's Federal Standard 376, "Preferred Metric
Units of General Use by the Federal Government."
(c) In the event there is a conflict between the IISU, Federal Standard 376, or the contract schedule, the order of
precedence in resolving the conflict shall be the contract schedule first, followed by Federal Standard 376, the IISU,
and the ISU. The versions of these documents current as of the date of contract award shall prevail.
Late Delivery (AUG 1996)
When the Contractor encounters difficulty in meeting performance requirements, or anticipates difficulty in
complying with the contract delivery schedule or date, it shall immediately notify the Contracting Office in writing
giving pertinent details; provided, however, that this data shall be informational only in character and that this
provision shall not be construed as a waiver by the Government of any delivery schedule or any rights or remedies
provided by law or under this contract.
Period of Performance (AUG 1996)
The period of performance of this contract shall be from 01 August 2006 to 31 July 2007.
Timely Notice Of Litigation (AUG 1996)
(a) The Contractor hereby agrees to immediately give written notice to the Contracting Officer of any anticipated or
current litigation or any litigation that may arise during the course of the performance of this contract, that involves
or in any way relates to or affects any aspect of this contract, its terms or costs, pertinent subcontracts, or the
Customer's relationship with the Contractor or Subcontractors. Said notice shall include all relevant information
with respect thereto.
(b) The Contractor agrees to insert this requirement in any subcontract under this contract. In the event of litigation,
the Subcontractor shall immediately notify its next tier Subcontractor or the Prime Contractor, as the case may be,
of all relevant information with respect to such litigation.
(c) The Contracting Officer shall have access to and the right to examine any pertinent books, documents, papers
and records of the Prime Contractor or Subcontractor(s) involving customer transactions related to any contract
litigation.
Type of Contract and Consideration (FFP) (OCT 2003)
This is a Firm Fixed Price Contract as identified in FAR 16.202. The total price for full performance hereunder is
 Workplace Health and Safety (JAN 2004)
(a) The Contractor shall comply with the Occupational Safety and Health Act (OSHA) of 1970 (29 U.S.C. Section
651 et seq.) and regulations promulgated thereunder including, but not limited to, the standards issued by the
Secretary of Labor at Part 1926 and Part 1910 of Title 29 of the Code of Federal Regulations. The Contractor shall
also comply with all applicable state occupational safety and health laws and regulations. Noncompliance shall be
grounds for termination of this contract in accordance with its default provisions.
(b) Whenever the Contracting Officer becomes aware of any noncompliance with these requirements or any
condition that poses a serious or imminent danger to health or safety, the Contracting Officer, or the authorized
representative of the Contracting Officer, shall notify the Contractor orally, with written confirmation from the
Contracting Officer, and request immediate initiation of corrective action. This notice, when delivered to the
Contractor or the Contractor's representative at the worksite, shall be deemed sufficient notice of the
noncompliance and that corrective action is required. After receiving the notice, the- Contractor shall immediately
take corrective action. If the Contractor fails or refuses to promptly take corrective action, the Contracting Officer
may issue an order stopping all or part of the work until the Contractor takes satisfactory corrective action. The
Contracting Officer or the authorized representative of the Contracting Officer may inform the Occupational Safety
and Health Administration (OSHA), or other cognizant federal, state, or local officials, of such notification. The
Contractor shall not be entitled to any equitable adjustment of the contract price or. extension of the performance
schedule on any stop work order issued under this clause.
(c) The Contractor shall insert this clause, including this paragraph (c) in all subcontracts, with appropriate changes
in the designation of the parties. The prime contractor shall provide the Contracting Officer with a copy of all
notifications made by the prime contractor to a subcontractor pursuant to paragraph (b) of this clause.
Tax Audits (JAN 2004)
If federal, state, or local tax officials request access to information under this contract, the contractor shall
immediately notify the Contracting Officer. The contractor shall also request that the tax officials identify, in writing,
the specific information sought for review and shall forward the response and any related documentation to the
Contracting Officer. Failure to provide notice to the Contracting Officer may be grounds for denying a cost/price
adjustment for the resulting tax liability, if an adjustment is otherwise authorized by law and the terms of this
contract.
Payment of Contractor Travel (JAN 2004)
(a) Travel costs incurred under this contract are allowable subject to the limitations contained in Federal Acquisition
Regulation (FAR) 31.205-46.
(b) There are some circumstances under which the contractor must obtain approval from the Contracting Officer
prior to undertaking travel. They are-
(1) When travel is in excess of a predetermined travel allocation;
(2) When the contractor has doubt about whether a cost is allowable; and
(3) When foreign travel is involved.
linvoicing Instructions - Unclassified Association (APR 2006)
(a) Contractors may mail invoices to the following payment office:
Washington, DC 20505.
 However, the preferred method of submitting invoices to the payment office is via facsimile (FAX) machine.
Contractors may use any of the numbers listed below. When Contractors transmit original invoices via FAX, do not
follow up with additional mailed copies; doing so will cause your company to lose the FAX option.
(b) In addition to the items necessary per FAR 52.232-25, "Prompt Payment", a proper invoice must include:
(1) Date(s) supplies delivered or services performed.
(2) Itemized cost elements and fee amounts for both the current invoice's costs and for the cumulative cost
elements and fee amounts (for cost reimbursable contracts); itemized labor categories (for time-and-material or
labor-hour contracts).
(c) The Contractor may make inquiries regarding invoices to the payment office on
Limitation of Funds - Fixed-Price Contract (JAN 2004)
(a) This firm-fixed-price contract is incrementally funded. The sum of is presently available for
payment and is allotted to this contract. The parties contemplate that the Government will allot funds to this
contract in accordance with the following schedule:
31 August 2006
(b) The Contractor agrees to perform up to the point at which the total amount payable by the Government,
including reimbursement in the event of termination for the Government's convenience, approximates the total
amount currently allotted to the contract.. The Contractor will not be obligated to continue work on this contract
beyond that point. The Government is not obligated to reimburse the Contractor for costs incurred in excess of the
total amount allotted to this contract by the Government notwithstanding any language to the contrary in clauses
elsewhere in this contract including but not limited to "Type of Contract and Consideration" and "Termination for
Convenience of the Government." As used in this clause, the total amount payable by the Government in the event
of termination for convenience includes costs incurred for work performed prior to termination, profit on work done
by the Contractor for the terminated portion, and estimated termination settlement costs.
(c) Notwithstanding the dates specified in the allotment schedule in paragraph (a) of this clause, the Contractor will
notify the Contracting Officer in writing at least 90 days before the date when, in the Contractor's best judgment, the
total amount payable by the Government (including any cost for termination for convenience), will approximate 85
percent of the total amount allotted to the contract. The notification will state (1) the estimated date when the
Contractor will reach the 85 percent point and (2) an estimate of additional funding, if any, needed to continue
performance of the contract up to the next scheduled date for allotment of funds identified in paragraph (a) of this
clause, or to a mutually agreed upon substitute date. The notification will also advise the Contracting Officer of the
estimated amount of additional funds that will be required for the timely performance of the contract effort funded
pursuant to this clause, for a subsequent period as may be specified in the allotment schedule in paragraph (a) of
this clause or otherwise agreed to by the parties. If the Government does not allot additional funds by the date
identified in the Contractor's notification, or by an agreed substitute date after such notification, the Contracting
Officer will terminate any effort, for which additional funds have not been allotted, pursuant to the clause of this
contract entitled "Termination for Convenience of the Government."
(d) When the Government allots additional funds for continued performance of the contract, the parties will agree
to the period of contract performance that will be covered by the funds. The provisions of paragraphs (b) through
(d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the
Contracting Officer will modify the contract accordingly.
(e) If, solely by reason of failure of the Government to allot additional funds by the dates indicated above in
 amounfs sufficient for timely performance of the contract, the Contractor incurs additional costs or is delayed in the
performance of the work under this contract and if additional funds are allotted, an equitable adjustment will be
made in the price (including appropriate target, billing, and ceiling price where applicable) of the contract, or in the
time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning
a question of fact within the meaning of the clause entitled "Disputes."
(f) The Government may at any time before termination allot additional funds for performing the contract.
(g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled
"Default." The provisions of this clause are limited to the work and allotment of funds for the contract as set forth in
paragraph (a) of this clause. This clause no longer applies once the Government fully funds the contract, except
with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs
(d) and (e) of this clause.
(h) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of
this contract entitled "Termination for Convenience of the Government."
Billing Instructions (APR 2006)
Contractor shall submit invoices on a monthly basis in arrears. Contractors shall combine delivery tickets on a
consolidated invoice with each ticket listed as a separate line item by number, date, and amount.
Electronic Submission Of Payment Requests (APR 2006)
(a) Definitions. As used in this clause-
(1) "Contract financing payment" and "invoice payment" have the meanings given in FAR section 32.001.
(2) "Electronic form" means using the Agency's Web Invoicing System (WInS) to transmit information
electronically from the Contractor to the internal contract management system. The Agency does not consider
facsimile, e-mail, and scanned documents electronic forms.
(3) "Payment request" means any request for contract financing payment or invoice payment submitted by the
Contractor under a contract.
(b) Except as provided in paragraphs (c) and (e) of this clause, the Contractor shall submit payment requests using
the A enc 's Web Invoicin System WInS. If the Contractor is not registered in WInS, the Contractor shall call
ti within two weeks of contract award to register. Items needed to
facilitate registration include: a valid contract number and the name, phone number, and e-mail address for the
Contractor's point of contact. The Contractor may make inquiries regarding invoices to the payment office on[
(c) If the Contractor is unable to submit a payment request in electronic form, or the Agency is unable to receive a
payment request in electronic form, the Contractor shall submit the payment request using a method mutually
agreed to by the Contractor, the Contracting Officer, and the payment office.
(d) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate
payment clauses in this contract when submitting payment requests.
(e) The Contractor shall submit the final invoice or voucher for cost reimbursement contracts in accordance with
the "Settlement - Cost Type Contracts" clause of this contract.
Authority and Designation of a Contracting Officer's Technical Representative (MAR 2004)
(a) Authority: Performance of this contract is subject to the technical guidance, supervision and approval of the
Contracting Officer or a designated Contracting Officer's Technical Representative (COTR). As used herein,
"technical guidance" is restricted to scientific, engineering or other technical field-of-discipline matters directly
 related to the work to be performed. Such guidance may be provided for the purposes of filling in details, clarifying,
interpreting or otherwise serving to accomplish the technical objectives and requirements of the contract. In
addition, and unless specified elsewhere in this contract, the authority of the designated COTR is specifically limited
to the technical administration of this contract and the inspection of supplies being produced, services being
provided or work being performed to assess compliance with the scope, estimated cost (if cost-reimbursement),
schedule, and technical requirements of the contract.
(b) Designation: The individual(s) identified below is/are authorized access to all information concerning this
contract during the life of the contract unless this authorization is reassigned by an administrative change to the
contract:
Telephone No.
(c) Notification: The Contracting Officer is the only representative of the Government authorized to negotiate, enter
into, modify or take any other action with respect to this contract. Therefore, no other employee or representative of
the Government has the authority to initiate a course of action which may alter the terms or conditions of this
contract. All revisions to specifications, requirements or informal commitments that may involve a change in either
the total cost/price, scope, delivery schedule, or legal aspects of this contract must be done by change order or
supplemental agreement, to be negotiated and signed by the Contracting Officer. Should any action by
Government personnel (other than the Contracting Officer) imply a commitment on the part of the Government that
would affect the terms of this contract, the Contractor must notify the Contracting Officer and obtain approval before
proceeding. Otherwise, the Contractor proceeds at its own risk.
Contractor Performance Evaluation (MAR 2004)
(a) In accordance with FAR 42.15, and as otherwise provided by this contract, the Contractor's performance under
this contract shall be subject to evaluation as follows:
(1) Final evaluation shall be conducted for all contracts after completion of contract performance; and
(2) Interim evaluations may be conducted at the government's discretion.
(b) Past performance evaluation reports shall be retained by the Government to provide source selection
information for a period not to exceed three years after contract completion. In accordance with FAR 9.105, the
Contracting Officer shall also consider relevant past performance information when making responsibility
determinations.
(c) The Contracting Officer shall provide appropriate extracted information from the completed interim (if applicable)
and final reports to the Contractor as soon as practicable after completion of the report. The Contractor shall have
a maximum of 30 calendar days after the date of the letter forwarding the information to submit written comments,
rebutting statements, or additional information. The Government will consider rebuttals and other information
provided by the Contractor and will render a final determination regarding the contractor's performance during that
period of the evaluation.
Past Performance Information - Referencing Agency Contracts (MAR 2004)
This contract may be listed as a reference for past performance purposes only in offers submitted to agencies and
organizations within the Intelligence Community, provided the Contractor requests and receives the written
approval of the Contracting Officer in advance. Failure to comply with this requirement may result in the Agency
being unable to-respond to a reference request and may also result in a termination for default.
Contractor Personnel Supervision (DEC 2001)
The Contractor's personnel shall at all times be considered and recognized as employees of the Contractor and
under the Contractor's control. In order to ensure that the services defined in the Statement of Work are
 satisfactorily performed, the Contracting Officer, or designee, shall issue directions and requirements concerning
the work to the designated supervisory personnel of the Contractor who shall, in turn, ensure that the requested
services are performed in a manner satisfactory to such Contracting Officer or designee.
Novation/Change-of-Name Notification Requirement (MAR 2004)
(a) For the purposes of this contract, any transfer of the contractor's assets to a third party, or change to the
contractor's name, that fall under FAR 42.12, will be processed in a centralized manner by the staff at the following
address:
Washington, DC 20505
(b) Until the settlement of this contract is completed, the Contractor shall provide written notification to this staff via
facsimile within (30) thirty days of any fore-mentioned changes. Along with details of the change, your notification
shall provide a point of contact name, title, clearance level, and phone and fax numbers.
(c) After receiving this notification, your designee will receive a letter with instructions to assist in the preparation of
the novation/change-of-name package.. Our organization will typically recognize Other Government Agency (OGA)
Agreements; however, we have unique security requirements that must be addressed before formally accepting
these agreements.
(d) You are reminded that you must continue to invoice under your former name on existing contracts until this
Agency accepts your novation and/or change-of-name agreement by issuance of a letter recognizing the
agreement. In addition, you are NOT authorized to request changes to your banking information to recognize a
successor company on existing contracts until this Agency accepts your novation and/or change-of-name
agreement. Any delays in submitting the required information may impact your ability to invoice.
(e) A submission of a novation or name change agreement does not guarantee approval by this organization and if
a change is deemed unacceptable, the contractor will remain under contractual obligation to perform. The contract
may be terminated for reasons of default should the contractor not perform.
Clauses Requiring Access by Other Government Entities (JUL 2003)
Several clauses in this contract require reporting to other Federal agencies or access by other Federal agencies to
the Contractor's records for compliance determinations or other reviews. If any such reporting, compliance
determination, or review involves this contract, the Contractor shall obtain the Contracting Officer's written
permission or guidance before participating.
52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -
Commercial Items (FEB 2006)
(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are
incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to
acquisitions of commercial items:
(1) 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553).
(2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has
indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders
applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.]
 [ ](1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUL 1995), with Alternate I (OCT
1995) (41 U.S.C. 253g and 10 U.S.C. 2402).
[ ](2) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15 U.S.C. 657a).
[ ](3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 1999)
(if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
[ ](4) [Reserved]
[ ](ii) Alternate I (MAR 1999) of 52.219-5.
[ ](iii) Alternate II (JUN 2003) of 52.219-5.
[ ](5)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).
[ ](ii) Alternate I (OCT 1995) of 52.219-6.
[ ](iii) Alternate II (MAR 2004) of 52.219-6.
[ ](6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).
[ ](ii) Alternate I (OCT 1995) of 52.219-7.
[ ](iii) Alternate II (MAR 2004) of 52.219-7.
[ ](7) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d)(2) and (3)).
[ ](8)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2002) (15 U.S.C. 637(d)(4)).
[ ](ii) Alternate I (OCT 2001) of 52.219-9.
[ ](iii) Alternate 11 (OCT 2001) of 52.219-9.
[ ](9) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).
[ ](1 0)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns
(Sept 2005) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).
[ ](ii) Alternate I (JUN 2003) of 52.219-23.
[ ](11) 52.219-25, Small Disadvantaged Business Participation Program Disadvantaged Status and
Reporting (OCT 1999) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).
[ ](12) 52.219-26, Small Disadvantaged Business Participation Program Incentive Subcontracting (OCT
2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).
[ ](13) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY 2004).
[ ](14) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).
[ ](15) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (JAN 2006) (E.O. 13126).
[ ](16) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).
[ ](17) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).
[ ](18) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).
 [ ](19) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).
[ ](20) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).
[ ](21) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004)
(E.O,13201).
[ ](22)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products
(AUG 2000) (42 U.S.C. 6962(c)(3)(A)(ii)).
[ ](ii) Alternate I (AUG 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).
[ ](23) 52.225-1, Buy American Act Supplies (JUN 2003) (41 U.S.C. 1 Oa-1 Od).
[ ](24)(i) 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act (JAN 2006) (41 U.S.C. 1 Oa-
10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77,108-78,108-286).
[ ](ii) Alternate I (JAN 2004) of 52.225-3.
[ ](iii) Alternate II (JAN 2004) of 52.225-3.
[ ](25) 52.225-5, Trade Agreements (JAN 2006) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
[ ](26) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2006) (E.O.s, proclamations, and
statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).
[ ](27) 52.225-15, Sanctioned European Union Country End Products (FEB 2000) (E.O. 12849).
[ ](28) 52.225-16, Sanctioned European Union Country Services (FEB 2000) (E.O. 12849).
[ ](29) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 255(f), 10
U.S.C. 2307(f)).
[ ](30) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C.
2307(f)).
[ ](31) 52.232-33, Payment by Electronic Funds Transfer Central Contractor Registration (OCT 2003) (31
U.S.C. 3332).
[ ](32) 52.232-34, Payment by Electronic Funds Transfer Other than Central Contractor Registration (MAY
1999) (31 U.S.C. 3332).
[ ](33) 52.232-36, Payment by Third Party (MAY 1999) (31 'U.S.C. 3332).
[ ](34) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).
[ ](35)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C.
Appx 1241(b) and 10 U.S.C. 2631).
[ ](ii) Alternate I (APR 2003) of 52.247-64.
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that
the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of
law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.]
[ ](1) 52.222-41, Service Contract Act of 1965, as Amended (July 2005) (41 U.S.C. 351, et seq.).
 [ ](2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41
U.S.C. 351, et seq.).
[ ](3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and
Option Contracts) (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
. [ ](4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (FEB 2002) (29
U.S.C. 206 and 41 U.S.C. 351, et seq.).
[ ](5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to Successor Contract Pursuant to
Predecessor Contractor Collective Bargaining Agreements (CBA) (MAY 1989) (41 U.S.C. 351, et seq.).
(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph
(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and
does not contain the clause at'52.215-2, Audit and Records - Negotiation.
(1) The Comptroller General of the United States, or an authorized representative of the Comptroller
General, shall have access to and right to examine any of the Contractor's directly pertinent records
involving transactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and
other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract
or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses
of this contract. If this contract is completely or partially terminated, the records relating to the work
terminated shall be made available for 3 years after any resulting final termination settlement. Records
relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or
relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and practices, and
other data, regardless of type and regardless of form. This does not require the Contractor to create or
maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to
a provision of law.
(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the
Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this
paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down
shall be as required by the clause--
(i) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637(d)(2) and (3)), in
all subcontracts that offer further subcontracting opportunities. If the subcontract (except
subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any
public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer
subcontracting opportunities.
(ii) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).
(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).
(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC
2004) (E.O. 13201).
(vi) 52.222-41, Service Contract Act of 1965, as Amended (July 2005), flow down required for all
subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.).
(vii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46
U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of
 (2) While not required, the contractor may include in its subcontracts for commercial items a minimal
number of additional clauses necessary to satisfy its contractual obligations.
Section III - Contract Documents, Exhibits, or Attachments
(1) Statement of Work, entitled CIA
dated 16 May 2006:
INCORPORATION OF FAR PROVISION 52:212-3 OFFEROR REPRESENTATIONS AND
CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2003)
FAR Provision 52.212-3 Offeror Representations and Certifications-Commercial Items, which has been completed
and dated (insert date of signature on submission) is incorporated herein by reference and made a part of this
contract.