Special Terms and Conditions ESB 5 Program N00024-16-C-2227

Special Terms and Conditions ESB 5 Program N00024-16-C-2227

Rev 3, January 16, 2017

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TABLE OF CONTENTS

PRIME CONTRACT CLAUSES – N00024-16-C-2227

The following clauses are flowed down from Buyer’s Prime Contract with the Government. The defined terms in the MILGEN terms (as listed on the face of Buyer’s purchase order issued to Seller) apply to this document. Some of the terms may not be consistently capitalized within this Contract. While every effort was made to keep the capitalization consistent for the terms, the inconsistent capitalization should not affect the meaning intended for the terms.

Section A – Solicitation/Contract Form – The rating is DO-A3.

Section B – Supplies or Services and Prices – There are no flow-downs.

Section C – Description and Specifications

ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE (NAVSEA) (JUN 1994) [Modified by Buyer]

  1. Performance under this Contract may require that Seller have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, (1) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Contract Work required by this Contract; and (2) safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall not impose any limitation upon the Government or its employees with respect to such data or software. A copy of the executed agreement shall be provided to Buyer so that Buyer can provide a copy to the Government’s Contracting Officer as required under the terms of Buyer’s Prime Contract. The Government may unilaterally modify the Prime Contract to list those third parties with which Buyer and/or Seller will have agreement(s). Buyer will share with Seller the relevant information from the modification.
  2. Seller agrees to: (1) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; (2) not disclose the data or software to another party or other Seller personnel except as authorized by Buyer and the Government’s Contracting Officer; (3) not engage in any other action, venture, or employment wherein this information will be used, other than under this Contract, in any manner inconsistent with the spirit and intent of this requirement; (4) not disclose the data or software to any other party, including, but not limited to, a joint venture, affiliate, successor, or assign of Seller; and (5) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.
  3. The restrictions on use and disclosure of the data and software described above also apply to such information received from Buyer or the Government through any means to which Seller has access in the performance of this Contract that contains proprietary or other restrictive markings.
  4. Seller agrees that it will promptly notify Buyer of any attempt by Government or Buyer representatives or third parties not directly involved in the effort to be performed under this Contract to gain access to such proprietary information. Such notification shall include the name and organization of the Government or Buyer representatives or third parties seeking access to such information.
  5. Seller shall include this requirement in subcontracts of any tier, which involve access to information covered by paragraph (a), substituting “subcontractor” for “Seller” where appropriate.
  6. Compliance with this requirement is a material requirement of this Contract.

APPROVAL BY THE GOVERNMENT (AT) (NAVSEA) (JAN 1983) [Modified by Buyer]
Approval by Buyer or the Government as required under this Contract and applicable specifications shall not relieve Seller of its obligation to comply with the specifications and with all other requirements of the Contract, nor shall it impose upon Buyer or the Government any liability it would not have had in the absence of such approval.

COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004) [Modified by Buyer]

  1. Seller agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled “RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION” (DFARS 252.227-7014), before delivery of that computer software or computer database in whatever media and on whatever system the software is delivered. Seller warrants that any such computer software and/or computer database will be free of viruses when delivered.
  2. Seller agrees to test any computer software and/or computer database(s) received from the Government for viruses prior to use under this Contract.
  3. Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this Contract must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer data base with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used. Otherwise, the computer software or computer database does not meet the minimum functional requirements of this Contract. In the event that there is any routine to disable the computer software or computer database after the software is developed for or delivered to the Government, that routine shall not disable the computer software or computer database until at least 25 calendar years after the delivery date of the affected computer software or computer database to the Government.
  4. No copy protection devices or systems shall be used in any computer software or computer database delivered under this Contract to restrict or limit the Government from making copies. This does not prohibit license agreements from specifying the maximum amount of copies that can be made.
  5. Delivery by Seller to Buyer who will ultimately deliver to the Government the technical data and other data is now frequently required in digital form rather than as hard copy. Such delivery may cause confusion between data rights and computer software rights. It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital data form, the Government only will be licensed to use that digital-form with exactly the same rights and limitations as if the data had been delivered as hard copy.
  6. Any limited rights legends or other allowed legends placed by Seller on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible. Such legends shall also be placed in human readable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible.

DEPARTMENT OF LABOR SAFETY AND HEALTH STANDARDS FOR SHIPBUILDING (AT) (NAVSEA) (JAN 1990) [Modified by Buyer]
Attention of the Seller is directed to Public Law 91 596, approved December 29, 1970 (84 Stat. 1590, 29 USC 655) known as the “OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970” and to the “OCCUPATIONAL SAFETY AND HEALTH STANDARDS FOR SHIPYARD EMPLOYMENT” promulgated thereunder by the Secretary of Labor (29 CFR 1910 and 1915). These regulations apply to all shipbuilding and related work, as defined in the regulations. Nothing contained in this Contract shall be construed as relieving the Seller from any obligations which is may have for compliance with the aforesaid regulations.

EXCLUSION OF MERCURY (NAVSEA) (MAY 1998)
Mercury or mercury containing compounds shall not be intentionally added or come in direct contact with the Contract Work furnished under this Contract.

INFORMATION AND DATA FURNISHED BY THE GOVERNMENT (FIXED-PRICE) (NAVSEA) (SEP 2009) [Modified by Buyer]

  1. Specifications. Buyer will furnish the Buyer-generated purchase specifications applicable to the Contract Work; however, Seller is responsible for obtaining MILSPEC documents as described in paragraph (e) below.
  2. Drawings and Data. Buyer will furnish drawings, design agent drawings, ship construction drawings, and/or other design or alteration data cited in the specification as mandatory for use or for performance.
  3. Government Furnished Information (“GFI”). GFI is defined as that information essential for the installation, test, operation, and interface support of all Government Furnished Material enumerated on NAVSEA Form 4205/19. The Government shall furnish only the GFI identified on the NAVSEA Form 4340/2. The GFI furnished to Buyer, who in turn may furnish the GFI to Seller, need not be in any particular format. Further, the Government reserves the right to revise the listing of GFI on the NAVSEA Form 4340/2, as follows: (1) The Government Contracting Officer may at any time by written order: (i) delete, supersede, or revise, in whole or in part, data listed or specifically referenced in NAVSEA Form 4340/2; or (ii) add items of data or information to NAVSEA Form 4340/2; or (iii) establish or revise due dates for items of data or information in NAVSEA Form 4340/2. (2) If any action taken by the Government’s Contracting Officer pursuant to subparagraph (1) immediately above causes an increase or decrease in the costs of, or the time required for, performance of any part of the Contract Work under this Contract, Seller may be entitled to an equitable adjustment in the Contract Price and delivery schedule in accordance with the procedures provided for in the clause of this Contract entitled “CHANGES--FIXED-PRICE” (FAR 52.243-1).
  4. Except for the Government information and data specified by paragraphs (a), (b), and (c) above, the Government will not be obligated to furnish Buyer or Seller with any specification, standard, drawing, technical documentation, or other publication, notwithstanding anything to the contrary in the specifications, the GFI listed on the NAVSEA Form 4340/2, the clause of this Contract entitled “GOVERNMENT PROPERTY” (FAR 52.245-1) or “GOVERNMENT PROPERTY INSTALLATION OPERATION SERVICES” (FAR 52.245-2), as applicable, or any other term or condition of this Contract.
  5. Referenced Documentation. Buyer and the Government will not be obligated to furnish Government specifications and standards, including Navy standard and type drawings and other technical documentation, which are referenced directly or indirectly in the specifications. Such referenced documentation may be obtained as described below. (1) From the ASSIST database via the internet at https://assist.dla.mil/; or (2) By submitting a request to the Department of Defense Single Stock Point (“DoDSSP”) Building 4, Section D, 700 Robbins Avenue, Philadelphia, Pennsylvania 19111 5094, Telephone (215) 697-6396, Facsimile (215) 697-9398. However, commercial specifications and standards, which may be referenced in the specification or any sub-tier specification or standard, are not available from Government sources and should be obtained from the publishers.

SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994)

  1. Definitions. (i) A “zero-tier reference” is a specification, standard, or drawing that is cited in the Contract (including its attachments). (ii) A “first-tier reference” is either: (1) a specification, standard, or drawing cited in a zero-tier reference, or (2) a specification cited in a first-tier drawing.
  2. Requirements. All zero-tier and first-tier references, as defined above, are mandatory for use. All lower tier references shall be used for guidance only.

UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994) [Modified by Buyer]
If, during the performance of this Contract, Seller believes that any Contract contains outdated or different versions of any specifications or standards, Seller may request that all of its contracts be updated to include the current version of the applicable specification or standard. Updating shall not affect the form, fit or function of any deliverable item or increase the cost/price of the item to the Government. Seller should submit update requests to Buyer for approval. Seller shall perform the Contract in accordance with the existing specifications and standards until notified of approval/disapproval by Buyer. Any approved alternate specifications or standards will be incorporated into the Contract.

Section D - Packaging and Marking – There are no flow-downs.

Section E - Inspection and Acceptance [Modified by Buyer]

CALIBRATION SYSTEM REQUIREMENTS (NAVSEA) (APR 2015)

The calibration of measuring and testing equipment shall, as a minimum, adhere to the requirements of ANSI/NCSL Z540.3-2006.

Section F - Deliveries or Performance – There are no flow-downs.

Section G - Contract Administration Data – There are no flow-downs.

Section H - Special Requirements

5252.227-9112 LOGISTICS SUPPORT REQUIREMENT (AT) (MAY 1998) [Modified by Buyer]

  1. This requirement applies whenever the Contract specifications, by reference to a Military Specification or otherwise, specify repair parts or stock components (hereinafter called “repair parts”) for a ship component or item of equipment.
  2. With respect to ship components or equipments manufactured other than in the United States or Canada, Seller agrees that, in addition to any other data required by this Contract, it will furnish under this Contract sufficient data so that the repair parts can be reproduced in the United States or Canada unless the suppliers of the ship components or equipments shall have made arrangements satisfactory to Seller and approved by the Contracting Officer for the manufacturing of repair parts in the United States or Canada. For the purpose of this requirement, “sufficient data” shall mean detail drawings and other technical information sufficiently extensive in detail to show design, construction, dimensions, and operation or function, manufacturing methods or processes, treatment or chemical composition of materials, plant layout and tooling. All data shall be in the English language and according to the United States system of weights and measures, and drawings for components, assemblies, subassemblies and parts protected by U.S. patents shall contain a prominent notation to that effect fully identifying the patent or patents involved, and bearing the number of this Contract.
  3. In order to satisfy the requirements of paragraph (b), above, unless the supplier of the ship components or equipments shall have made arrangements, satisfactory to Buyer and Seller, and approved by the Contracting Officer, for the manufacture of such repair parts in the United States or Canada, Seller shall include in all subcontracts for the purchase of ship components or equipments from foreign sources a clause, acceptable to the Contracting Officer, granting to the United States Government for a period of seven (7) years, “Government Purpose Rights” (as defined in paragraph (a)(12) of the clause of this Contract entitled “RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS” (DFARS 252.227-7013) in all technical data necessary to manufacture spare and repair parts for such components or equipments.

5252.227-9113 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (APR 2015) [Modified by Buyer]

  1. Seller shall participate in the appropriate interchange of the Government-Industry Data Exchange Program (“GIDEP”) in accordance with GIDEP PUBLICATION 1 dated April 2008. Data entered is retained by the program and provided to qualified participants. Compliance with this requirement shall not relieve Seller from complying with any other requirement of the Contract.
  2. Seller agrees to insert paragraph (a) of this requirement in any subcontract hereunder exceeding $500,000.00. When so inserted, the word “Seller” shall be changed to “Subcontractor”.
  3. GIDEP materials, software and information are available without charge from: GIDEP, P.O. Box 8000, Corona, CA 92878-8000, Phone: (951) 898-3207, FAX: (951) 898-3250, Internet: http://www.gidep.org

IDENTIFICATION AND ASSERTION OF RESTRICTIONS ON COMMERCIAL TECHNICAL DATA AND COMPUTER SOFTWARE [Modified by Buyer]

  1. Definitions. The terms used in this special contract requirement and associated CLINS are defined in the following clauses or sources:
    1. DFARS 252.227-7013;
    2. DFARS 252.227-7014;
    3. DFARS 252.227-7015;
    4. DFARS 252.227-7017; and
    5. DFARS 252.227-7018.
  2. Identification and Assertion of Restrictions. Seller shall not deliver or otherwise provide to Buyer or the Government any technical data or computer software with restrictive markings (or otherwise subject to restrictions on access, use, modification, reproduction, release, performance, display, or disclosure) unless the technical data or computer software are identified in accordance with the following requirements:
    1. As part of its proposal, Seller (including its subcontractors or suppliers, or potential subcontractors or suppliers, at any tier) shall identify all technical data and computer software that it proposes to be delivered or otherwise provided (including all Option CLINS as if the Option was exercised) with less than Unlimited Rights for the performance period as follows.
      1. Noncommercial Technologies. Noncommercial technical data and noncommercial computer software shall be identified in accordance with DFARS 252.227-7017 and DFARS 252.227-7028.
      2. Commercial Technologies. Seller shall also identify and assert any restrictions for all commercial technical data (i.e., technical data pertaining to a commercial item) by providing the same types of information, using a similar format, and following the same procedures and requirements as specified at DFARS 252.227-7017 (Commercial ‘7017 Technical Data List). Seller shall also identify and assert any restrictions for all commercial computer software in accordance with the Table at paragraph (e) below.
      3. Seller’s failure to submit, complete, or sign the identification and assertions required by paragraphs (b)1.A or (b)1.B. of this clause with its offer may render the offer ineligible for award.
      4. If Seller is awarded a contract, the assertions identified in paragraphs (b)1.A and (b)1.B shall be listed in an Attachment to that contract. Upon request by Buyer, Seller shall provide sufficient information to Buyer to enable Buyer to provide information to the Contracting Officer so that the Contracting Officer can evaluate any listed assertion.
    2. Post-Award Updates to the Pre-Award Identification and Assertions. Except as provided in this paragraph, Seller (including its subcontractors or suppliers at any tier) shall not supplement or revise the pre-award listings or notices required by paragraph (b)1 of this clause after contract award.
      1. Noncommercial Technologies. Post-award identification and assertion of restrictions on noncommercial technical data and noncommercial computer software are governed by paragraph (e) of DFARS 252.227-7013, DFARS 252.227-7014, and DFARS 252.227-7018, respectively.
      2. Commercial Technologies. Seller may supplement or revise its pre-award identification and assertion of restrictions on commercial computer software and commercial technical data only if such an expansion or revision would be permitted for noncommercial computer software or noncommercial technical data pursuant to paragraph (b)2.A of this clause (i.e., based on new information, or inadvertent omissions that would not have materially affected source selection).
  3. Specific Identification of Technical Data and Computer Software. When identifying and asserting restrictions on technical data and computer software pursuant to paragraph (b) of this clause, Seller shall:
    1. Ensure that the technical data and computer software are identified by specific reference to the requirement to deliver to provide that technical data or computer software in the contract. For example, by referencing the associated CLINS, DRL, or paragraphs in the statement of work.
    2. Include the relevant information for all technical data and computer software that are or may be required to be delivered or otherwise provided under the contract—including all Option CLINS or other optional or contingent delivery requirements (i.e., presuming that the Government will exercise the option to require delivery), online or remote access to information and firmware or other computer software to be embedded in hardware deliverables.
  4. Copies of Negotiated, Commercial, and Other Non-Standard Licenses. Seller shall provide copies of all proposed specially negotiated license(s), commercial license(s), and any other asserted restrictions other than Government purpose rights, limited rights; restricted rights; SBIR data rights for which the protection period has not expired; or Government’s minimum rights as specified in the clause at 252.227-7015.
  5. Commercial Computer Software (Including Open Source Software) assertions shall be identified by completing the following table.

    Identification of Commercial Software (including Open Source Software) Use and Modifications

    Computer Software Title and Version # * Computer Software License Name and Version #
    **
    Name of Seller
    Delivering Open Source Software
    ***
    If Open Source Software (OSS), was OSS modified by Seller?
    ****
    If Modified, was Open Source Software modified by incorporation into a third party’s software?
    ******

    *The complete title and version number of the Open Source Software should be listed. If downloaded from a website, the website address should also be provided.

    **The Software license and version number should be listed. If a version number is not available, Seller should state no version number.

    ***Corporation, individual, or other person as appropriate.

    ****Seller should state whether it has modified the Open Source Software.

    *****If Seller has modified the Software, the contract should state whether the Open Source Software was modified by combining with another party’s non-open source software. The other party’s non-open source may be licensed with distribution restrictions which would not allow the Government to accept delivery of the software combination.

  6. Contractor Use, But Not Delivery, of, Open Source Software (OSS). OSS- computer software for which the source code is available without charge for use, modification and distribution—is often licensed under terms that require the user to make the user’s modifications to the open source software or any software that the user ‘combines’ with the open source software freely available in source code form. In cases where Seller proposes to use open source software while performing under a contract, but not to deliver OSS, Seller shall not: (i) create, or purport to create, any Government distribution obligations with respect to the computer software deliverables; or (ii) grant, or purport to grant, to any third party any rights to or immunities under Government intellectual property or Government data rights to the Government computer software deliverables. For example, Seller may not develop a computer software deliverable using an open source program (including without limitation libraries) and non-commercial computer software program where such use results in a program file(s) that contains code from both the non-commercial computer software and open source software if the open source software is licensed under a license that requires any “modifications” be made freely available. Seller also may not combine the non-commercial computer software deliverables with open source software licensed under the GNU General Public License (GPL) or the Lesser General Public License (LGPL) in any manner where such use would cause, or could be interpreted or asserted to cause, the non-commercial computer software deliverable or any modifications thereto to become subject to the terms of the GPL or LGPL.

Section I - Contract Clauses

In interpreting the requirements of these clauses, “Contracting Officer” should be considered to be Buyer’s Procurement Representative and “Government” should be considered to be Buyer, unless the context indicates otherwise. Reasonable efforts have been used to convert the terminology used in the Government’s solicitation clauses to the terms used in NASSCO’s MILGEN terms; however, there may some instances where those conversions were not made for clauses were full text was not given. Accordingly, please apply the following term conversions. “Contractor” shall mean Seller. The terms “Government” or “Contracting Officer” do not change: (i) when a right, act authorization or obligation can be granted or performed only by the Government, (ii) when access to proprietary financial information or other proprietary data is required, (iii) when title to property or rights in technical data and/or computer software are to be transferred directly to Government, (iv) with regards to a disputes or changes clause, or (v) with regards to a clause permitting audit(s) of Seller. Some clauses are included in full text, and others of the FAR and DFARS are hereby incorporated into this Contract by reference as if given in full text, subject to the following definitions, and subject to the particular limitations and modifications indicated. The full text of FAR and DFARS clauses may be accessed electronically at the following internet websites:

https://www.acquisition.gov/far/
http://FARSITE.HILL.AF.MIL/Vfdfar1.htm

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

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

The following notes apply to the clauses incorporated by reference below.
Note 1 – Substitute “Buyer” for “the Government” or “the United States”.
Note 2 – Substitute “Buyer Procurement Representative” for “Contracting Officer”, “Administrative Contracting Officer”, and “ACO”.
Note 3 – Insert “and Buyer” after “Government”.
Note 4 – Insert “or Buyer”) after “Government.
Note 5 – Communication/notification required under this clause from/to the Seller and to/from the Contracting Officer shall be through Buyer.
Note 6 – Insert “and Buyer” after “Contracting Officer”.
Note 7 – Insert “or Buyer’s Procurement Representative” after “Contracting Officer”.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

NUMBER TITLE NOTE DATE
52.202-1 DEFINITIONS NOV 2013
No Note applies.
52.203-3 GRATUITIES APR 1984
Note 3 applies in (c) and (d).
52.203-5 CONVENANT AGAINST CONTINGENT FEES MAY 2014
Note 3 applies in (a).
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT SEPT 2006
Applies if the Contract value exceeds $150,000. No Note applies.
52.203-7 ANTI-KICKBACK PROCEDURES MAY 2014
Clause applies if the Contract value exceeds $150,000 and Note 2 applies for (b)(4) when the Government exercises its rights and remedies against Buyer as a result of any kickback given by Seller.
52.203-8 CANCELLATION, RECISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY MAY 2014
Note 3 applies to (b) and (c).
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY MAY 2014
Note 2 applies for (b) and Note 1 applies for (c) when the Government exercises its rights and remedies against Buyer as a result of any illegal or improper activity done by Seller.
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS OCT 2010
Applies if the Contract value exceeds $150,000. Note 5 applies. Seller is to make disclosure to Buyer so that Buyer can fulfill the obligations under the Prime Contract.
52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT OCT 2015
Applies if this Contract exceeds $5,500,000 and the period of performance is more than 120 days. Disclosures made under this clause shall be made directly to the Government entities identified in the clause. Clause does not apply to small businesses.
52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS APR 2014
No Note applies.
52.204-2 SECURITY REQUIREMENTS AUG 1996
Applies if the Contract Work requires access to classified information.
52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POST CONSUMER FIBER CONTENT PAPER MAY 2011
Note 3 applies to (b).
52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACTOR AWARDS OCT 2016
Applies if Seller meets the first tier subcontract thresholds specified in the clause. Seller is to send information to Buyer so that Buyer and fulfill its reporting obligations under this clause. No Note applies.
52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT OCT 2015
Applies if this Contract exceeds $35,000 and is not a subcontract for commercially available off the shelf items. Seller is to provide notices to Buyer so that Buyer can fulfill its reporting obligations under this clause. Note 5 applies.
52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS JUL 2013
No Note applies.
52.209-10 PROHIBITION OR CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS NOV 2015
Note 3 applies
52.211-5 MATERIAL REQUIREMENTS AUG 2000
Note 2 applies to (d) and (e).
52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS APR 2008
No Note applies.
52.215-2 AUDIT AND RECORDS—NEGOTIATION OCT 2010
Applicable if: (1) Seller is required to furnish cost or pricing data, or (2) the Contract requires Seller to furnish cost, funding or performance reports, or (3) this is an incentive or re-determinable type contract.
52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA AUG 2011
Applies if submission of certified cost or pricing data is required. Note 4 applies. Rights and obligations under this clause shall survive completion of the work and final payment under this Contract.
52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA—MODIFICATIONS AUG 2011
Applies if submission of certified cost or pricing data is required for modifications. Note 4 applies. Rights and obligations under this clause shall survive completion of the work and final payment under this Contract.
52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA OCT 2010
Applies if this Contract exceeds $750,000 and is not otherwise exempt under FAR 15.403. No Note applies.
52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA—MODIFICATIONS OCT 2010
Applies if this Contract exceeds $750,000 and is not otherwise exempt under FAR 15.403. No Note applies.
52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS OCT 2010
Applies if this Contract meets the applicability requirements of FAR 15.408(g). Note 5 applies.
52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS JUL 2005
Applies if this Contract meets the requirements of FAR 15.408(j). Note 5 applies.
52.215-19 NOTIFICATIONS OF OWNERSHIP CHANGESOCT 1997
Applies if this Contract meets the requirements of FAR 15.408(K). Note 5 applies.
52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND OTHER THAN CERTIFIED COST OR PRICING DATA-MODIFICATIONS OCT 2010
Note 5 applies.
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS OCT 2014
The plan should be provided to Buyer.
52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN NOV 2016
Applies if value of Contract equals or exceeds $700,000 except the clause does not apply if Seller is a small business concern. Seller is to provide its subcontracting plan to Buyer so that Buyer can incorporate it as part of Buyer’s own reporting obligations with respect to this clause. Note 5 applies.
52.219 (Dev) SMALL BUSINESS SUBCONTRACTING PLAN (DEVIATION 2-13-O0014) NOV 2016
 
52.219-9 ALT II SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015) ALT II NOV 2016
 
52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES FEB 1997
 
52.222-3 CONVICT LABOR JUN 2003
No Note applies.
52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT—OVERTIME COMPENSATION MAY 2014
Applies if the Contract requires or involves employment of laborers or mechanics. Note 7 applies.
52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES OCT 2016
Note 2 applies for (c) and Note 2 for (d) when the Government exercises its rights and remedies against Buyer for Seller’s violations.
52.222-20 CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND EQUIPMENT EXCEEDING $15,000 MAY 2014
Applies when Contract exceeds or may exceed $15,000. No Note applies.
52.222-21 PROHIBITION OF SEGREGATED FACILITIES APR 2015
No Note applies.
52.222-26 EQUAL OPPORTUNITY SEP 2016
Applies to Contract with value of $10,000 or more. Note 7 applies to (c)(3) and (c)(5).
52.222-35 EQUAL OPPORTUNITY FOR VETERANS OCT 2015
Applies to Contract with value of $150,000 or more.
52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES JUL 2014
Applies if Contract value equals or exceeds $15,000. No Note applies.
52.222-37 EMPLOYMENT REPORTS ON VETERANS FEB 2016
Applies if Contract value equals or exceeds $150,000. Seller is to provide its report to Buyer so that Buyer can incorporate it as part of Buyer’s own reporting obligations with respect to this clause. Note 5 applies.
52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT DEC 2010
No Note applies.
52.222-50 COMBATING TRAFFICKING IN PERSONS MAR 2015
Note 5 applies except in (e) where Note 4 applies.
52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION OCT 2015
Applies if this Contract exceeds $3,500. No Note applies.
52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA JAN 1997
Note 5 applies.
52.223-6 DRUG-FREE WORKPLACE MAY 2001
Note 5 applies except Note 4 applies in (d).
52.223-11 OZONE-DEPLETING SUBSTANCES JUN 2016
Applies if the Contract Work was manufactured with or contains ozone-depleting substances. No Note applies.
52.223-12 REFRIGERATION EQUIPMENT AND AIR CONDITIONERS JUN 2016
No Note applies.
52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING AUG 2011
No Note applies.
52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES JUN 2008
No Note applies.
52.227-1 AUTHORIZATION AND CONSENT DEC 2007
No Note applies. Government and Contracting Officer remain unchanged.
52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT DEC 2007
Applies if Contract value exceeds $150,000; Note 5 applies to (a) and (b).
52.227-9 REFUND OF ROYALTIES APR 1984
 
52.230-2 COST ACCOUNTING STANDARDS OCT 2015
Applies only when referenced in the Contract that full CAS coverage applies. No Note applies.
52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS JUN 2010
Applies if FAR 52.230-2 or FAR 52.230-3 applies. No Note applies.
52.232-20 LIMITATION OF COST APR 1984
No Note applies.
52.232-22 LIMITATION OF FUNDS
APR 1984
Note 2 applies to (c), (d), (e), (f)(2), (h) and (i). Note 1 applies to (k).
52.232-23 ASSIGNMENT OF CLAIMS MAY 2014
Note 2 applies for (c).
52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUN 2013
No Note applies.
52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS DEC 2013
This clause applies equally to Buyer and Seller with respect to accelerated payments to Seller (if Seller is a small business) and its small business subcontractors.
52.233-3 PROTEST AFTER AWARD AUG 1996
Note 2 applies except in (e) where Note 3 applies.
52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT 2004
No Note applies.
52.234-1 INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE PRODUCTION ACT TITLE III SEP 2016
Note 5 applies to (b).
52.242-1 NOTICE OF INTENT TO DISALLOW COSTS APR 1984
Note 5 applies to (a)(2).
52.242-3 PENALTIES FOR UNALLOWABLE COSTS MAY 2014
No Note applies.
52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS JAN 1997
 
52.242-13 BANKRUPTCY JUL 1995
Note 2 applies.
52.242-15 STOP-WORK ORDER AUG 1989
 
52.242-17 GOVERNMENT DELAY OF WORK APR 1984
 
52.243-1 CHANGES—FIXED PRICE AUG 1987
Note 2 applies.
52.243-6 CHANGE ORDER ACCOUNTING APR 1984
No Note applies. The Contracting Officer remains unchanged and refers to the Government’s Contracting Officer.
52.243-7 NOTIFICATION OF CHANGES APR 1984
 
52.244-2 SUBCONTRACTS OCT 2010
Note 5 applies. Buyer acts as the intermediary for the Government.
52.244-5 COMPETITION IN SUBCONTRACTING DEC 1996
No Note applies.
52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS NOV 2016
Note 2 applies.
52.245-1 GOVERNMENT PROPERTY APR 2012
Note 5 applies.
52.245-9 USE AND CHARGES APR 2012
Note 5 applies.
52.247-68 REPORT OF SHIPMENT (REPSHIP) FEB 2006
Note 5 applies.
52.248-1 VALUE ENGINEERING OCT 2010
Applies if the Contract value exceeds $150,000; Note 5 applies.
52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) APR 2012
Clause is applicable when Government terminates the Prime Contract.
52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) APR 1984
Clause is applicable when Government terminates the Prime Contract.
52.251-1 GOVERNMENT SUPPLY SOURCES APR 2012
No Note applies.
52.252-2 CLAUSES INCORPORATED BY REFERENCE FEB 1998
 
52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES APR 1984
No Note applies.
52.253-1 COMPUTER GENERATED FORMS JAN 1991
No Note applies.
252.201-7000 CONTRACTING OFFICER’S REPRESENTATIVE DEC 1991
No Note applies.
252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS SEPT 2011
No Note applies.
252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE CONTRACT-RELATED FELONIES DEC 2008
Applies if this Contract exceeds $150,000. Note 5 applies.
252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS SEP 2013
No Note applies.
252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL DEC 2012
No Note applies.
252.203-7004 DISPLAY OF FRAUD HOTLINE POSTER(S) OCT 2016
No Note applies.
252.203-7005 REPRESENTATION RELATING TO COMPENSATION OF FORMER DOD OFFICIALS NOV 2011
Note 5 applies.
252.204-7000 DISCLOSURE OF INFORMATION OCT 2016
Note 5 applies.
252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT APR 1992
No Note applies.
252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITIES NOV 2001
No Note applies.
252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING OCT 2016
 
252.205-7000 PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS DEC 1991
No Note applies.
252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY OCT 2015
Note 5 applies for (b).
252.211-7000 ACQUISITION STREAMLINING OCT 2010
 
252.211-7003 ITEM UNIQUE IDENTIFICATION AND VALUATION MAR 2016
No Note applies.
252.211-7005 SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS AND STANDARDS NOV 2005
 
252.211-7006 PASSIVE RADIO FREQUENCY IDENTIFICATION JUN 2016
 
252.215-7000 PRICING ADJUSTMENTS DEC 2012
No Note applies.
252.215-7002 COST ESTIMATING SYSTEM REQUIREMENTS DEC 2012
 
252.219-7003 SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) - BASIC MAR 2016
 
252.219-7003 DEV SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) - BASIC (DEV 2013-O0014) AUG 2014
 
252.223-7001 HAZARD WARNING LABELS DEC 1991
 
252.223-7004 DRUG FREE WORK FORCE OCT 2015
No Note applies.
252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM JUN 2013
Note 2 applies for (b.)
252.225-7001 BUY AMERICAN AND BALANCE OF PAYMENTS PROGRAM – BASIC AUG 2016
 
252.225-7002 QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS AUG 2016
No Note applies.
252.225-7004 REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA--SUBMISSION AFTER AWARD OCT 2010
Note 5 applies. Seller must also notify Buyer in its proposal whether it intends to perform outside of the US and Canada per 252.225-7003 (OCT 2015)
252.225-7007 PROHIBITION ON ACQUISITION OF US MUNITIONS LIST ITEMS FROM COMMUNIST CHINESE MILITARY COMPANIES SEP 2006
 
252.225-7009 RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTY METALS OCT 2014
Applies if the Contract Work to be furnished contains specialty metals. Note 5 applies to (d)(i).
252.225-7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES AUG 2016
No Note applies.
252.225-7013 DUTY-FREE ENTRY – BASIC MAY 2016
Note 5 applies.
252.225-7015 RESTRICTION ON ACQUISITION OF HAND OR MEASURING TOOLS JUN 2005
No Note applies.
252.225-7016 RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS JUN 2011
No Note applies.
252.225-7019 RESTRICTION ON ACQUISITION OF ANCHOR AND MOORING CHAIN DEC 2009
No Note applies.
252.225-7021 TRADE AGREEMENTS—BASIC SEP 2016
No Note applies.
252.225-7025 RESTRICTION ON ACQUISITION OF FORGINGS DEC 2009
Note 5 applies for (d).
252.225-7030 RESTRICTION ON ACQUISITION OF CARBON, ALLOY, AND ARMOR STEEL PLATE DEC 2006
 
252.225-7038 RESTRICTION ON ACQUISITION OF AIR CIRCUIT BREAKERS JUN 2005
No Note applies.
252.225-7048 EXPORT-CONTROLLED ITEMS JUN 2013
No Note applies.
252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED ECONOMIC ENTERPRISES, AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS SEP 2004
Applies if this Contract exceeds $500,000. Note 5 applies.
252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS FEB 2014
 
252.227-7013 ALT II RIGHTS IN TECHNICAL DATA—NONCOMMERCIAL ITEMS ALT II (FEB 2014) MAR 2011
Note 5 applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION FEB 2014
Note 5 applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7015 TECHNICAL DATA—COMMERCIAL ITEMS FEB 2014
No Note applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7015 ALT I TECHNICAL DATA COMMERCIAL ITEMS (FEB 2014) ALT I DEC 2011
No Note applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION JAN 2011
No Note applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7017 IDENTIFICATION AND ASSERTION OF USE, RELEASE, OR DISCLOSURE RESTRICTIONS JAN 2011
Note 5 applies.
252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE SEP 2016
Note 4 and Note 7 apply. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS MAY 2013
No Note applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7027 DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE APR 1988
No Note applies.
252.227-7030 TECHNICAL DATA--WITHHOLDING OF PAYMENT MAR 2000
Note 5 applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA SEP 2016
Note 5 applies. The Government desires Government Purpose Rights (“GPR”) or better for Technical Data and Computer Software to be delivered under the Contract.
252.231-7000 SUPPLEMENTAL COST PRINCIPLES DEC 1991
No Note applies.
252.232-7010 LEVIES ON CONTRACT PAYMENTS DEC 2006
Note 2 applies.
252.234-7002 EARNED VALUE MANAGEMENT SYSTEM (DEVIATION 2015-O0017) SEP 2015
 
252.234-7004 COST AND SOFTWARE DATA REPORTING SYSTEM-BASIC (NOV 2014) NOV 2014
 
252.235-7003 FREQUENCY AUTHORIZATION MAR 2014
 
252.239-7000 PROTECTION AGAINST COMPROMISING EMANATIONS JUN 2004
 
252.239-7001 INFORMATION ASSURANCE CONTRACTOR TRAINING AND CERTIFICATION JAN 2008
Note 5 applies.
252.242-7004 MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM MAY 2011
No Note applies.
252.242-7005 CONTRACTOR BUSINESS SYSTEMS FEB 2012
Note 5 applies.
252.242-7006 ACCOUNTING SYSTEM ADMINISTRATION FEB 2012
Note 5 applies.
252.243-7001 PRICING OF CONTRACT MODIFICATIONS DEC 1991
Note 5 applies.
252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT DEC 2012
Note 5 applies.
252.244-7000 SUBCONTRACTORS FOR COMMERCIAL ITEMS JUN 2013
No Note applies.
252.245-7001 TAGGING, LABELING, AND MARKING OF GOVERNMENT-FURNISHED PROPERTY APR 2012
No Note applies.
252.245-7002 REPORTING LOSS OF GOVERNMENT PROPERTY APR 2012
Note 5 applies.
252.245-7004 REPORTING, REUTILIZATION, AND DISPOSAL SEP 2016
Note 5 applies.
252.246-7001 WARRANTY OF DATA MAR 2014
Note 5 applies.
252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES JUN 2013
Note 5 applies.
252.246-7004 SAFETY OF FACILITIES, INFRASTRUCTURE, AND EQUIPMENT FOR MILITARY OPERATIONS OCT 2010
 
252.246-7007 CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND AVOIDANCE SYSTEM AUG 2016
 
252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA APR 2014
Note 5 applies.
252.247-7024 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA MAR 2000
Note 5 applies.
252.249-7002 NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION OCT 2015
Note 5 applies.
252.251-7000 ORDERING FROM GOVERNMENT SUPPLY SOURCES AUG 2012

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (FT) (APR 1984)
Modify the clause as follows:

  1. The word “Supplies” as used in this clause includes the term “Vessel(s)” and has the definition stated in the clause entitled “INSPECTION OF SUPPLIES--FIXED-PRICE.”
  2. At the end of paragraph (b), add the following:
    “In addition to its other remedies, the Government or Buyer may, by contract or otherwise, with respect to work terminated as permitted in this clause, proceed with the completion of the Vessel(s) and Supplies at such plant or plants, including that of Seller, as may be designated by the Contracting Officer or Buyer. If the Vessel(s) and other Supplies are to be completed at Seller’s plant, the Government or Buyer may use all tools, machinery, facilities and equipment of Seller determined by the Contracting Officer or Buyer to be necessary for that purpose. The Government or Buyer shall also have the right, in the event performance is completed at Seller’s plant, to procure any additional Supplies, tools, machinery, facilities, and equipment that are necessary to complete the Vessel(s) and other Supplies. If the cost to the Government or Buyer of completing the Vessel(s) and other Supplies or procuring Supplies similar to those terminated (after adjusting such cost to exclude the effect of changes in the plans and specifications made subsequent to the date of termination) exceeds the price fixed for such Vessel(s) and other Supplies under this contract (after adjusting such price on account of changes in the plans and specifications made prior to the date of termination), Seller, or its surety, if any, shall be liable for such excess.”
  3. In the first sentence of paragraph (c), after the word “costs”, insert the phrase “or other damages.”
  4. In the first sentence of paragraph (e), after the word “title”, insert the phrase “(insofar as not previously transferred).”