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SECTION I Contract Clauses

CLAUSES INCORPORATED BY REFERENCE:

·         52.202-1 Definitions OCT 1995

·         52.203-3 Gratuities APR 1984

·         52.203-5 Covenant Against Contingent Fees APR 1984

·         52.203-6 Restrictions On Subcontractor Sales To The Government JUL 1995

·         52.203-7 Anti-Kickback Procedures JUL 1995

·         52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity JAN 1997

·         52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997

·         52.203-12 Limitation On Payments To Influence Certain Federal Transactions JUN 1997

·         52.204-2 Security Requirements AUG 1996

·         52.204-4 Printing/Copying Double-Sided on Recycled Paper AUG 2000

·         52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment JUL 1995

·         52.215-2 Audit and Records--Negotiation JUN 1999

·         52.211-5 Material Requirements OCT 1997

·         52.211-15 Defense Priority And Allocation Requirements SEP 1990

·         52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

·         52.215-2 Audit and Records--Negotiation JUN 1999

·         52.215-10 Price Reduction for Defective Cost or Pricing Data OCT 1997

·         52.215-14 Integrity of Unit Prices OCT 1997

·         52.215-15 Pension Adjustments and Asset Reversions DEC 1998

·         52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997

·         52.215-19 Notification of Ownership Changes OCT 1997

·         52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data--Modifications OCT 1997

·         52.219-8 Utilization of Small Business Concerns OCT 1999

·         52.219-9 Small Business Subcontracting Plan OCT 1999

·         52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999

·         52.222-1 Notice To The Government Of Labor Disputes FEB 1997

·         52.222-3 Convict Labor AUG 1996

·         52.222-4 Contract Work Hours and Safety Standards Act - Overtime Compensation JUL 1995

·         52.222-20 Walsh-Healy Public Contracts Act DEC 1996

·         52.222-21 Prohibition Of Segregated Facilities FEB 1999

·         52.222-26 Equal Opportunity FEB 1999

·         52.222-35 Affirmative Action For Disabled Veterans And Veterans of the Vietnam Era APR 1998

·         52.222-36 Affirmative Action For Workers With Disabilities JUN 1998

·         52.222-37 Employment Reports On Disabled Veterans And Veterans Of The Vietnam Era JAN 1999

·         52.223-6 Drug Free Workplace JAN 1997

·         52.223-14 Toxic Chemical Release Reporting OCT 1996

·         52.225-8 Duty-Free Entry FEB 2000

·         52.225-13 Restrictions on Certain Foreign Purchases JUL 2000

·         52.226-1 Utilization Of Indian Organizations And Indian-Owned Economic Enterprises FEB 2000

·         52.227-1 Authorization and Consent JUL 1995

·         52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement AUG 1996

·         52.227-3 Patent Indemnity APR 1984

·         52.227-10 Filing Of Patent Applications--Classified Subject Matter APR 1984

·         52.227-11 Patent Rights--Retention By The Contractor (Short Form) JUN 1997

·         52.227-12 Patent Rights--Retention By The Contractor (Long Form) JAN 1997

·         52.227-13 Patent Rights--Acquisition By The Government JAN 1997

·         52.229-3 Federal, State And Local Taxes JAN 1991

·         52.229-5 Taxes--Contracts Performed In U S Possessions Or Puerto Rico APR 1984

·         52.230-2 Cost Accounting Standards APR 1998

·         52.230-3 Disclosure And Consistency Of Cost Accounting Practices APR 1998

·         52.230-6 Administration of Cost Accounting Standards NOV 1999

·         52.232-1 Payments APR 1984

·         52.232-8 Discounts For Prompt Payment MAY 1997

·         52.232-9 Limitation On Withholding Of Payments APR 1984

·         52.232-11 Extras APR 1984

·         52.232-17 Interest JUN 1996

·         52.232-18 Availability Of Funds APR 1984

·         52.232-23 Assignment Of Claims JAN 1986

·         52.232-25 Prompt Payment JUN 1997

·         52.232-33 Payment by Electronic Funds Transfer--Central Contractor Registration MAY 1999

·         52.232-36 Payment by Third Party MAY 1999

·         52.232-37 Multiple Payment Arrangements MAY 1999

·         52.233-1 Disputes DEC 1998

·         52.233-3 Protest After Award AUG 1996

·         52.237-3 Continuity Of Services JAN 1991

·         52.237-8 Restriction on Severance Payments to Foreign Nationals OCT 1995

·         52.237-10 Identification of Uncompensated Overtime OCT 1997

·         52.242-3 Penalties for Unallowable Costs OCT 1995

·         52.242-4 Certification of Final Indirect Costs JAN 1997

·         52.242-13 Bankruptcy JUL 1995

·         52.243-1 Alt II Changes--Fixed-Price (Aug 1987) - Alternate II APR 1984

·         52.243-3 Changes--Time-And-Material Or Labor-Hours AUG 1987

·         52.244-5 Competition In Subcontracting DEC 1996

·         52.244-6 Subcontracts for Commercial Items and Commercial Components OCT 1998

·         52.245-1 Property Records APR 1984

·         52.245-4 Government-Furnished Property (Short Form) APR 1984

·         52.245-5 (Dev) Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts) (Deviation) JAN 1986

·         52.246-25 Limitation Of Liability--Services FEB 1997

·         52.247-1 Commercial Bill Of Lading Notations APR 1984

·         52.249-2 Termination For Convenience Of The Government (Fixed-Price) SEP 1996

·         52.249-4 Termination For Convenience Of The Government (Services) (Short Form) APR 1984

·         52.249-6 Alt V Termination (Cost Reimbursement) (Sep 1996) - Alternate V SEP 1996

·         52.249-8 Default (Fixed-Price Supply & Service) APR 1984

·         52.249-14 Excusable Delays APR 1984

·         52.250-1 Indemnification Under Public Law 85-804 APR 1984

·         52.253-1 Computer Generated Forms JAN 1991

·         252.201-7000 Contracting Officer's Representative DEC 1991

·         252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies MAR 1999

·         252.203-7002 Display Of DOD Hotline Poster DEC 1991

·         252.204-7000 Disclosure Of Information DEC 1991

·         252.204-7003 Control Of Government Personnel Work Product APR 1992

·         252.204-7004 Required Central Contractor Registration MAR 2000

·         252.205-7000 Provisions Of Information To Cooperative Agreement Holders DEC 1991

·         252.209-7000 Acquisition From Subcontractors Subject To On-Site Inspection Under The Intermediate Range Nuclear Forces (INF) Treaty NOV 1995

·         252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country MAR 1998

·         252.215-7000 Pricing Adjustments DEC 1991

·         252.211-7000 Acquisition Streamlining DEC 1991

·         252.215-7002 Cost Estimating System Requirements OCT 1998

·         252.222-7000 Restriction On Employment Of Personnel MAR 2000

·         252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DOD Contracts) APR 1996

·         252.223-7004 Drug Free Work Force SEP 1988

·         252.225-7001 Buy American Act And Balance Of Payments Program MAR 1998

·         252.225-7002 Qualifying Country Sources As Subcontractors DEC 1991

·         252.225-7009 Duty-Free Entry--Qualifying Country Supplies (End Products and Components) MAR 1998

·         252.225-7010 Duty-Free Entry--Additional Provisions MAR 1998

·         252.225-7012 Preference For Certain Domestic Commodities MAY 1999

·         252.225-7026 Reporting Of Contract Performance Outside The United States JUN 2000

·         252.225-7031 Secondary Arab Boycott Of Israel JUN 1992

·         252.227-7013 Rights in Technical Data--Noncommercial Items NOV 1995

·         252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation JUN 1995

·         252.227-7015 Technical Data--Commercial Items NOV 1995

·         252.227-7016 Rights in Bid or Proposal Information JUN 1995

·         252.227-7019 Validation of Asserted Restrictions--Computer Software JUN 1995

·         252.227-7020 Rights In Data--Special Works JUN 1995

·         252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends JUN 1995

·         252.227-7026 Deferred Delivery Of Technical Data Or Computer Software APR 1988

·         252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988

·         252.227-7030 Technical Data--Withholding Of Payment MAR 2000

·         252.227-7036 Declaration of Technical Data Conformity JAN 1997

·         252.227-7037 Validation of Restrictive Markings on Technical Data SEP 1999

·         252.227-7039 Patents--Reporting Of Subject Inventions APR 1990

·         252.243-7001 Pricing Of Contract Modifications DEC 1991

·         252.243-7002 Requests for Equitable Adjustment MAR 1998

·         252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts) MAR 2000

·         252.245-7001 Reports Of Government Property MAY 1994

·         252.247-7023 Transportation of Supplies by Sea MAR 2000

·         252.246-7001 Warranty Of Data DEC 1991

·         252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

·         252.249-7002 Notification of Anticipated Program Termination or Reduction DEC 1996

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CLAUSES INCORPORATED BY FULL TEXT

52.219-23 NOTICE OF PRICE EVALUATION ADJUSTMENT FOR SMALL DISADVANTAGED BUSINESS CONCERNS (OCT 1999)

(a) Definitions. As used in this clause--

Small disadvantaged business concern means an offeror that represents, as part of its offer, that it is a small business under the size standard applicable to this acquisition; and either--

(1) It has received certification by the Small Business Administration as a small disadvantaged business concern consistent with 13 CFR 124, Subpart B; and

(i) No material change in disadvantaged ownership and control has occurred since its certification;

(ii) Where the concern is owned by one or more disadvantaged individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(iii) It is identified, on the date of its representation, as a certified small disadvantaged business concern in the database maintained by the Small Business Administration (PRO-Net).

(2) It has submitted a completed application to the Small Business Administration or a Private Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control has occurred since its application was submitted. In this case, in order to receive the benefit of a price evaluation adjustment, an offeror must receive certification as a small disadvantaged business concern by the Small Business Administration prior to contract award; or

(3) Is a joint venture as defined in 13 CFR 124.1002(f).

Historically black college or university means an institution determined by the Secretary of Education to meet the requirements of 34 CFR 608.2. For the Department of Defense (DoD), the National Aeronautics and Space Administration (NASA), and the Coast Guard, the term also includes any nonprofit research institution that was an integral part of such a college or university before November 14, 1986.

Minority institution means an institution of higher education meeting the requirements of Section 1046(3) of the Higher Education Act of 1965 (20 U.S.C. 1135d-5(3)) which, for purposes of this clause, includes a Hispanic-serving institution of higher education as defined in Section 316(b)(1) of the Act (20 U.S.C. 1059c(b)(1)).

United States means the United States, its territories and possessions, the Commonwealth of Puerto Rico, the U.S. Trust Territory of the Pacific Islands, and the District of Columbia.

b. Evaluation adjustment.

(1) The Contracting Officer will evaluate offers by adding a factor of 10% percent to the ceiling unit price of all offers, except--

(i) Offers from small disadvantaged business concerns that have not waived the adjustment;

(ii) An otherwise successful offer of eligible products under the Trade Agreements Act when the dollar threshold for application of the Act is equaled or exceeded (see section 25.402 of the Federal Acquisition Regulation (FAR));

(iii) An otherwise successful offer where application of the factor would be inconsistent with a Memorandum of Understanding or other international agreement with a foreign government;

(iv) For DoD, NASA, and Coast Guard acquisitions, an otherwise successful offer from a historically black college or university or minority institution; and

(v) For DoD acquisitions, an otherwise successful offer of qualifying country end products (see sections 225.000-70 and 252.225-7001 of the Defense FAR Supplement).

(2) The Contracting Officer will apply the factor to a line item or a group of line items on which award may be made. The Contracting Officer will apply other evaluation factors described in the solicitation before application of the factor. The factor may not be applied if using the adjustment would cause the contract award to be made at a price that exceeds the fair market price by more than the factor in paragraph (b)(1) of this clause.

(c) Waiver of evaluation adjustment. A small disadvantaged business concern may elect to waive the adjustment, in which case the factor will be added to its offer for evaluation purposes. The agreements in paragraph (d) of this clause do not apply to offers that waive the adjustment.

____Offeror elects to waive the adjustment.

(d) Agreements.

(1) A small disadvantaged business concern, that did not waive the adjustment, agrees that in performance of the contract, in the case of a contract for--

(i) Services, except construction, at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern;

(ii) Supplies (other than procurement from a nonmanufacturer of such supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern;

(iii) General construction, at least 15 percent of the cost of the contract, excluding the cost of materials, will be performed by employees of the concern; or

(iv) Construction by special trade contractors, at least 25 percent of the cost of the contract, excluding the cost of materials, will be performed by employees of the concern.

(2) A small disadvantaged business concern submitting an offer in its own name agrees to furnish in performing this contract only end items manufactured or produced by small disadvantaged business concerns in the United States. This paragraph does not apply in connection with construction or service contracts.


52.232-32 PERFORMANCE-BASED PAYMENTS (MAY 1997)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion, which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract, and approved requests shall be paid in accordance with the prompt payment period and provisions specified for contract financing payments by that clause. However, if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification, payment is not required, and the prompt payment period shall not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor's (i) failure to make progress, or (ii) unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract

(2) "Property," as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title under any other clause of this contract;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination or special tooling clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor must obtain the Contracting Officer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not--

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is damaged, lost, stolen, or destroyed, the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor's records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's records and to examine and verify the Contractor's performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall (i) excuse the Contractor from performance of obligations under this contract, or (ii) constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause (i) shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract, and (ii) shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor's request for performance-based payment. The Contractor's request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract's description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that--

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________ ; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.


52.239-1 Privacy or Security Safeguards (Aug 1996)

(a) The Contractor shall not publish or disclose in any manner, without the Contracting Officer's written consent, the details of any safeguards either designed or developed by the Contractor under this contract or otherwise provided by the Government.-

(b) To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor's facilities, installations, technical capabilities, operations, documentation, records, and databases.-

(c) If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.


52.244-2 SUBCONTRACTS (AUG 1998) - ALTERNATE I (AUG 1998)

(a) Definitions. As used in this clause--

Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) This clause does not apply to subcontracts for special test equipment when the contract contains the clause at FAR 52.245-18, Special Test Equipment.

(c) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (d) or (e) of this clause.

(d) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that--

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds--

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(e) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts: CONTRACTS WITH ANY FIRM NOT LISTED IN ATTACHMENT 2

(f)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (c), (d), or (e) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting--

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor's cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor's cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor's price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) If the Contractor has an approved purchasing system and consent is not required under paragraph (c), (d), or (e) of this clause, the Contractor nevertheless shall notify the Contracting Officer reasonably in advance of entering into any (i) cost-plus-fixed-fee subcontract, or (ii) fixed-price subcontract that exceeds the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of this contract. The notification shall include the information required by paragraphs (f)(1)(i) through (f)(1)(iv) of this clause.

(g) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute a determination--

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(h) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(i) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(j) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

(k) Paragraphs (d) and (f) of this clause do not apply to the following subcontracts, which were evaluated during negotiations:

ALL SUBCONTRACT AND TEAMING AGREEMENTS SUBMITTED WITH THE PROPOSAL.


52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a cost plus fixed fee and firm fixed price multiple award indefinite delivery indefinite quantity contract resulting from this solicitation.