Far 52.215-1

SUBPART 52.2—TEXT OF PROVISIONS AND CLAUSES
52.215-1 Instructions to Offerors—Competitive
Acquisition.
As prescribed in 15.209(a), insert the following provision:
INSTRUCTIONS TO OFFERORS—COMPETITIVE
ACQUISITION (JAN 2004)
(a) Definitions. As used in this provision—
“Discussions” are negotiations that occur after establishment of the competitive range that may, at the Contracting
Officer’s discretion, result in the offeror being allowed to
revise its proposal.
“In writing,” “writing,” or “written” means any worded or
numbered expression that can be read, reproduced, and later
communicated, and includes electronically transmitted and
stored information.
“Proposal modification” is a change made to a proposal
before the solicitation’s closing date and time, or made in
response to an amendment, or made to correct a mistake at any
time before award.
“Proposal revision” is a change to a proposal made after the
solicitation closing date, at the request of or as allowed by a
Contracting Officer as the result of negotiations.
“Time,” if stated as a number of days, is calculated using
calendar days, unless otherwise specified, and will include
Saturdays, Sundays, and legal holidays. However, if the last
day falls on a Saturday, Sunday, or legal holiday, then the
period shall include the next working day.
(b) Amendments to solicitations. If this solicitation is
amended, all terms and conditions that are not amended
remain unchanged. Offerors shall acknowledge receipt of any
amendment to this solicitation by the date and time specified
in the amendment(s).
(c) Submission, modification, revision, and withdrawal of
proposals. (1) Unless other methods (e.g., electronic commerce or facsimile) are permitted in the solicitation, proposals
and modifications to proposals shall be submitted in paper
media in sealed envelopes or packages (i) addressed to the
office specified in the solicitation, and (ii) showing the time
and date specified for receipt, the solicitation number, and the
name and address of the offeror. Offerors using commercial
carriers should ensure that the proposal is marked on the outermost wrapper with the information in paragraphs (c)(1)(i)
and (c)(1)(ii) of this provision.
(2) The first page of the proposal must show—
(i) The solicitation number;
(ii) The name, address, and telephone and facsimile
numbers of the offeror (and electronic address if available);
(iii) A statement specifying the extent of agreement
with all terms, conditions, and provisions included in the
solicitation and agreement to furnish any or all items upon
which prices are offered at the price set opposite each item;
(iv) Names, titles, and telephone and facsimile numbers (and electronic addresses if available) of persons autho-

52.215-1
rized to negotiate on the offeror’s behalf with the Government
in connection with this solicitation; and
(v) Name, title, and signature of person authorized to
sign the proposal. Proposals signed by an agent shall be
accompanied by evidence of that agent’s authority, unless that
evidence has been previously furnished to the issuing office.
(3) Submission, modification, revision, and withdrawal
of proposals. (i) Offerors are responsible for submitting proposals, and any modifications or revisions, so as to reach the
Government office designated in the solicitation by the time
specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that proposal or
revision is due.
(ii)(A) Any proposal, modification, or revision
received at the Government office designated in the solicitation after the exact time specified for receipt of offers is “late”
and will not be considered unless it is received before award
is made, the Contracting Officer determines that accepting the
late offer would not unduly delay the acquisition; and—
(1) If it was transmitted through an electronic
commerce method authorized by the solicitation, it was
received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the
date specified for receipt of proposals; or
(2) There is acceptable evidence to establish
that it was received at the Government installation designated
for receipt of offers and was under the Government’s control
prior to the time set for receipt of offers; or
(3) It is the only proposal received.
(B) However, a late modification of an otherwise
successful proposal that makes its terms more favorable to the
Government, will be considered at any time it is received and
may be accepted.
(iii) Acceptable evidence to establish the time of
receipt at the Government installation includes the time/date
stamp of that installation on the proposal wrapper, other documentary evidence of receipt maintained by the installation,
or oral testimony or statements of Government personnel.
(iv) If an emergency or unanticipated event interrupts normal Government processes so that proposals cannot
be received at the office designated for receipt of proposals by
the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation, the time specified for receipt of proposals will be deemed
to be extended to the same time of day specified in the solicitation on the first work day on which normal Government
processes resume.
(v) Proposals may be withdrawn by written notice
received at any time before award. Oral proposals in response
to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile proposals, proposals may be withdrawn via facsimile received at any time before award, subject
52.2-53

52.215-1
to the conditions specified in the provision at 52.215-5, Facsimile Proposals. Proposals may be withdrawn in person by an
offeror or an authorized representative, if the identity of the
person requesting withdrawal is established and the person
signs a receipt for the proposal before award.
(4) Unless otherwise specified in the solicitation, the
offeror may propose to provide any item or combination of
items.
(5) Offerors shall submit proposals in response to this
solicitation in English, unless otherwise permitted by the
solicitation, and in U.S. dollars, unless the provision at
FAR 52.225-17, Evaluation of Foreign Currency Offers, is
included in the solicitation.
(6) Offerors may submit modifications to their proposals at any time before the solicitation closing date and time,
and may submit modifications in response to an amendment,
or to correct a mistake at any time before award.
(7) Offerors may submit revised proposals only if
requested or allowed by the Contracting Officer.
(8) Proposals may be withdrawn at any time before
award. Withdrawals are effective upon receipt of notice by the
Contracting Officer.
(d) Offer expiration date. Proposals in response to this
solicitation will be valid for the number of days specified on
the solicitation cover sheet (unless a different period is proposed by the offeror).
(e) Restriction on disclosure and use of data. Offerors that
include in their proposals data that they do not want disclosed
to the public for any purpose, or used by the Government
except for evaluation purposes, shall—
(1) Mark the title page with the following legend:
This proposal includes data that shall not be disclosed outside
the Government and shall not be duplicated, used, or disclosed—in whole or in part—for any purpose other than to evaluate this proposal. If, however, a contract is awarded to this
offeror as a result of—or in connection with—the submission of
this data, the Government shall have the right to duplicate, use,
or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Government's right to
use information contained in this data if it is obtained from
another source without restriction. The data subject to this
restriction are contained in sheets [insert numbers or other identification of sheets]; and

(2) Mark each sheet of data it wishes to restrict with the
following legend:
Use or disclosure of data contained on this sheet is subject to the
restriction on the title page of this proposal.

(f) Contract award. (1) The Government intends to award
a contract or contracts resulting from this solicitation to the
responsible offeror(s) whose proposal(s) represents the best
value after evaluation in accordance with the factors and subfactors in the solicitation.
52.2-54

FEDERAL ACQUISITION REGULATION
(2) The Government may reject any or all proposals if
such action is in the Government’s interest.
(3) The Government may waive informalities and
minor irregularities in proposals received.
(4) The Government intends to evaluate proposals and
award a contract without discussions with offerors (except
clarifications as described in FAR 15.306(a)). Therefore, the
offeror’s initial proposal should contain the offeror’s best
terms from a cost or price and technical standpoint. The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. If the
Contracting Officer determines that the number of proposals
that would otherwise be in the competitive range exceeds the
number at which an efficient competition can be conducted,
the Contracting Officer may limit the number of proposals in
the competitive range to the greatest number that will permit
an efficient competition among the most highly rated
proposals.
(5) The Government reserves the right to make an award
on any item for a quantity less than the quantity offered, at the
unit cost or prices offered, unless the offeror specifies otherwise in the proposal.
(6) The Government reserves the right to make multiple
awards if, after considering the additional administrative
costs, it is in the Government’s best interest to do so.
(7) Exchanges with offerors after receipt of a proposal
do not constitute a rejection or counteroffer by the
Government.
(8) The Government may determine that a proposal is
unacceptable if the prices proposed are materially unbalanced
between line items or subline items. Unbalanced pricing
exists when, despite an acceptable total evaluated price, the
price of one or more contract line items is significantly overstated or understated as indicated by the application of cost or
price analysis techniques. A proposal may be rejected if the
Contracting Officer determines that the lack of balance poses
an unacceptable risk to the Government.
(9) If a cost realism analysis is performed, cost realism
may be considered by the source selection authority in evaluating performance or schedule risk.
(10) A written award or acceptance of proposal mailed
or otherwise furnished to the successful offeror within the
time specified in the proposal shall result in a binding contract
without further action by either party.
(11) If a post-award debriefing is given to requesting
offerors, the Government shall disclose the following information, if applicable:
(i) The agency’s evaluation of the significant weak or
deficient factors in the debriefed offeror’s offer.
(ii) The overall evaluated cost or price and technical
rating of the successful and the debriefed offeror and past performance information on the debriefed offeror.

FAC 2005–32 MARCH 31, 2009
SUBPART 52.2—TEXT OF PROVISIONS AND CLAUSES
(iii) The overall ranking of all offerors, when any
ranking was developed by the agency during source selection.
(iv) A summary of the rationale for award.
(v) For acquisitions of commercial items, the make
and model of the item to be delivered by the successful offeror.
(vi) Reasonable responses to relevant questions
posed by the debriefed offeror as to whether source-selection
procedures set forth in the solicitation, applicable regulations,
and other applicable authorities were followed by the agency.
(End of provision)
Alternate I (Oct 1997). As prescribed in 15.209(a)(1), substitute the following paragraph (f)(4) for paragraph (f)(4) of
the basic provision:
(f)(4) The Government intends to evaluate proposals and
award a contract after conducting discussions with offerors
whose proposals have been determined to be within the competitive range. If the Contracting Officer determines that the
number of proposals that would otherwise be in the competitive
range exceeds the number at which an efficient competition can
be conducted, the Contracting Officer may limit the number of
proposals in the competitive range to the greatest number that
will permit an efficient competition among the most highly
rated proposals. Therefore, the offeror's initial proposal should
contain the offeror's best terms from a price and technical
standpoint.

Alternate II (Oct 1997). As prescribed in 15.209(a)(2), add
a paragraph (c)(9) substantially the same as the following to
the basic clause:
(c)(9) Offerors may submit proposals that depart from
stated requirements. Such proposals shall clearly identify why
the acceptance of the proposal would be advantageous to the
Government. Any deviations from the terms and conditions of
the solicitation, as well as the comparative advantage to the
Government, shall be clearly identified and explicitly defined.
The Government reserves the right to amend the solicitation to
allow all offerors an opportunity to submit revised proposals
based on the revised requirements.

52.215-2 Audit and Records—Negotiation.
As prescribed in 15.209(b), insert the following clause:
AUDIT AND RECORDS—NEGOTIATION (MAR 2009)
(a) As used in this clause, “records” includes books, documents, accounting procedures and practices, and other data,
regardless of type and regardless of whether such items are in
written form, in the form of computer data, or in any other
form.
(b) Examination of costs. If this is a cost-reimbursement,
incentive, time-and-materials, labor-hour, or price redeterminable contract, or any combination of these, the Contractor
shall maintain and the Contracting Officer, or an authorized
representative of the Contracting Officer, shall have the right
to examine and audit all records and other evidence sufficient
to reflect properly all costs claimed to have been incurred or
anticipated to be incurred directly or indirectly in performance

52.215-2
of this contract. This right of examination shall include
inspection at all reasonable times of the Contractor’s plants,
or parts of them, engaged in performing the contract.
(c) Cost or pricing data. If the Contractor has been required
to submit cost or pricing data in connection with any pricing
action relating to this contract, the Contracting Officer, or an
authorized representative of the Contracting Officer, in order
to evaluate the accuracy, completeness, and currency of the
cost or pricing data, shall have the right to examine and audit
all of the Contractor’s records, including computations and
projections, related to—
(1) The proposal for the contract, subcontract, or
modification;
(2) The discussions conducted on the proposal(s),
including those related to negotiating;
(3) Pricing of the contract, subcontract, or modification;
or
(4) Performance of the contract, subcontract or
modification.
(d) Comptroller General.—(1) The Comptroller General
of the United States, or an authorized representative, shall
have access to and the right to examine any of the Contractor’s
directly pertinent records involving transactions related to this
contract or a subcontract hereunder and to interview any current employee regarding such transactions.
(2) This paragraph may not be construed to require the
Contractor or subcontractor to create or maintain any record
that the Contractor or subcontractor does not maintain in the
ordinary course of business or pursuant to a provision of law.
(e) Reports. If the Contractor is required to furnish cost,
funding, or performance reports, the Contracting Officer or an
authorized representative of the Contracting Officer shall
have the right to examine and audit the supporting records and
materials, for the purpose of evaluating—
(1) The effectiveness of the Contractor’s policies and
procedures to produce data compatible with the objectives of
these reports; and
(2) The data reported.
(f) Availability. The Contractor shall make available at its
office at all reasonable times the records, materials, and other
evidence described in paragraphs (a), (b), (c), (d), and (e) of
this clause, for examination, audit, or reproduction, until
3 years after final payment under this contract or for any
shorter period specified in Subpart 4.7, Contractor Records
Retention, of the Federal Acquisition Regulation (FAR), or
for any longer period required by statute or by other clauses
of this contract. In addition—
(1) If this contract is completely or partially terminated,
the Contractor shall make available the records relating to the
work terminated until 3 years after any resulting final termination settlement; and
(2) The Contractor shall make available records relating
to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this contract until
such appeals, litigation, or claims are finally resolved.
52.2-55

FAC 2005–32 MARCH 31, 2009
52.215-3

FEDERAL ACQUISITION REGULATION

(g) The Contractor shall insert a clause containing all the
terms of this clause, including this paragraph (g), in all subcontracts under this contract that exceed the simplified acquisition threshold, and—
(1) That are cost-reimbursement, incentive, time-andmaterials, labor-hour, or price-redeterminable type or any
combination of these;
(2) For which cost or pricing data are required; or
(3) That require the subcontractor to furnish reports as
discussed in paragraph (e) of this clause.
The clause may be altered only as necessary to identify properly the contracting parties and the Contracting Officer under
the Government prime contract.
(End of clause)
Alternate I (Mar 2009). As prescribed in 15.209(b)(2),
substitute the following paragraphs (d)(1) and (g) for paragraphs (d)(1) and (g) of the basic clause:
(d) Comptroller General or Inspector General. (1) The
Comptroller General of the United States, an appropriate
Inspector General appointed under section 3 or 8G of the
Inspector General Act of 1978 (5 U.S.C. App.), or an authorized
representative of either of the foregoing officials, shall have
access to and the right to—
(i) Examine any of the Contractor’s or any subcontractor’s records that pertain to and involve transactions relating to
this contract or a subcontract hereunder; and
(ii) Interview any officer or employee regarding such
transactions.
(g)(1) Except as provided in paragraph (g)(2) of this
clause, the Contractor shall insert a clause containing all the
terms of this clause, including this paragraph (g), in all subcontracts under this contract. The clause may be altered only as necessary to identify properly the contracting parties and the
Contracting Officer under the Government prime contract.
(2) The authority of the Inspector General under paragraph (d)(1)(ii) of this clause does not flow down to subcontracts.

Alternate II (Apr 1998). As prescribed in 15.209(b)(3), add
the following paragraph (h) to the basic clause:
(h) The provisions of OMB Circular No. A-133, “Audits
of States, Local Governments, and Nonprofit Organizations,”
apply to this contract.

Alternate III (June 1999). As prescribed in 15.209(b)(4),
delete paragraph (d) of the basic clause and redesignate the
remaining paragraphs accordingly, and substitute the following paragraph (e) for the redesignated paragraph (e) of the
basic clause:
(e) Availability. The Contractor shall make available at its
office at all reasonable times the records, materials, and other
evidence described in paragraphs (a), (b), (c), and (d) of this
clause, for examination, audit, or reproduction, until 3 years
after final payment under this contract or for any shorter period
specified in Subpart 4.7, Contractor Records Retention, of the
Federal Acquisition Regulation (FAR), or for any longer period

52.2-56

required by statute or by other clauses of this contract. In
addition—
(1) If this contract is completely or partially terminated,
the Contractor shall make available the records relating to the
work terminated until 3 years after any resulting final termination settlement; and
(2) The Contractor shall make available records relating
to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this contract until
such appeals, litigation, or claims are finally resolved.

52.215-3 Request for Information or Solicitation for
Planning Purposes.
As prescribed in 15.209(c), insert the following provision:
REQUEST FOR INFORMATION OR SOLICITATION FOR
PLANNING PURPOSES (OCT 1997)
(a) The Government does not intend to award a contract on
the basis of this solicitation or to otherwise pay for the information solicited except as an allowable cost under other contracts as provided in subsection 31.205-18, Bid and proposal
costs, of the Federal Acquisition Regulation.
(b) Although “proposal” and “offeror” are used in this
Request for Information, your response will be treated as
information only. It shall not be used as a proposal.
(c) This solicitation is issued for the purpose of: [state
purpose].
(End of provision)
52.215-4 [Reserved]
52.215-5 Facsimile Proposals.
As prescribed in 15.209(e), insert the following provision:
FACSIMILE PROPOSALS (OCT 1997)
(a) Definition. “Facsimile proposal,” as used in this provision, means a proposal, revision or modification of a proposal,
or withdrawal of a proposal that is transmitted to and received
by the Government via facsimile machine.
(b) Offerors may submit facsimile proposals as responses
to this solicitation. Facsimile proposals are subject to the same
rules as paper proposals.
(c) The telephone number of receiving facsimile equipment is: [insert telephone number].
(d) If any portion of a facsimile proposal received by the
Contracting Officer is unreadable to the degree that conformance to the essential requirements of the solicitation cannot be
ascertained from the document—
(1) The Contracting Officer immediately shall notify
the offeror and permit the offeror to resubmit the proposal;
(2) The method and time for resubmission shall be prescribed by the Contracting Officer after consultation with the
offeror; and
(3) The resubmission shall be considered as if it were
received at the date and time of the original unreadable sub-