PRIME CONTRACT CLAUSES – HSCG23-17-C-APB011

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 – RFQ.

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

Section C – Description and Specifications – There are no flow-downs.

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

Section E - Inspection and Acceptance

52.246-4 INSPECTION OF SERVICES - AUG 1996

Section F - Deliveries or Performance

52.242-15 STOP-WORK ORDER - AUG 1989

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

Section H - Special Requirements – There are no flow-downs.

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 HSAR 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 HSAR 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
52.203-3	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.
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
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 2015
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.
52.204-14	SERVICE CONTRACT REPORTING REQUIREMENTS	OCT 2016
52.204-21	BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS	JUN 2016
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
52.209-10	PROHIBITION OR CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS	NOV 2015
Note 3 applies
52.212-5	CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS	NOV 2016
52.217-5	EVALUATION OF OPTIONS	JUL 1990
52.219-8	UTILIZATION OF SMALL BUSINESS CONCERNS	NOV 2016
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.
52.219-9	ALT II SMALL BUSINESS SUBCONTRACTING PLAN	OCT 2015
52.219-28	POST AWARD SMALL BUSINESS PROGRAM REREPRESENTATION	JUL 2013
52.222-3	CONVICT LABOR	JUN 2003
52.222-17	NONDISPLACEMENT OF QUALIFIED WORKERS	MAY 2014
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.
52.222-21	PROHIBITION OF SEGREGATED FACILITIES	APR 2015
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.
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
52.222-41	SERVICE CONTRACT LABOR STANDARDS	MAY 2014
52.222-42	STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES	MAY 2014
52.222-44	FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS-PRICE ADJUSTMENT	MAY 2014
52.222-50	COMBATING TRAFFICKING IN PERSONS	MAR 2015
Note 5 applies except in (e) where Note 4 applies.
52.222-53	EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES--REQUIREMENTS	MAY 2014
52.222-54	EMPLOYMENT ELIGIBILITY VERIFICATION	OCT 2015
Applies if this Contract exceeds $3,500.
52.222-55	MINIMUM WAGES UNDER EXECUTIVE ORDER 13658	DEC 2015
52.222-60	PAYCHECK TRANSPARENCY (EXECUTIVE ORDER 13673)	OCT 2016
52.223-6	DRUG-FREE WORKPLACE	MAY 2001
Note 5 applies except Note 4 applies in (d).
52.223-18	ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING	AUG 2011
52.225-13	RESTRICTIONS ON CERTAIN FOREIGN PURCHASES	JUN 2008
52.225-26	CONTRACTORS PERFORMING PRIVATE SECURITY FUNCTIONS OUTSIDE THE UNITED STATES	OCT 2016
52.226-6	PROMOTING EXCESS FOOD DONATION TO NONPROFIT ORGANIZATIONS	MAY 2014
52.227-1	AUTHORIZATION AND CONSENT	DEC 2007
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).
52.227-14	RIGHTS IN DATA – GENERAL	MAY 2014
52.229-3	FEDERAL, STATE, AND LOCAL TAXES	FEB 2013
52.232-9	LIMITATION ON WITHHOLDING PAYMENTS	APR 1984
52.232-23	ASSIGNMENT OF CLAIMS	MAY 2014
Note 2 applies for (c).
52.232-39	UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS	JUN 2013
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
52.242-13	BANKRUPTCY	JUL 1995
Note 2 applies.
52.243-1-Alt I	CHANGES—FIXED PRICE - ALTERNATE I	AUG 1997
Note 2 applies.
52.243-7	NOTIFICATION OF CHANGES	APR 1984
52.245-1	GOVERNMENT PROPERTY	APR 2012
Note 5 applies.
52.247-64	PREFERENCE FOR PRIVATELY-OWNED U.S. FLAG COMMERCIAL VESSELS	FEB 2006
52.253-1	COMPUTER GENERATED FORMS	JAN 1991
3052.219-700	SMALL BUSINESS SUBCONTRACTING PLAN REPORTING	JUN 2006