**Exhibit10.8**

** **
| **AWARD/CONTRACT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 1.                                           | THIS CONTRACT IS A RATED ORDER  UNDER DPAS (15 CFR 350)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | RATING  DO-A3                                                                      | PAGE OF PAGES

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| 2. CONTRACT *(Proc.  Inst.  Ident.)*NO.  N00024-09-C-4207                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 3.                                           | EFFECTIVE DATE

28 Jan 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 4. REQUISITION/PURCHASE  REQUEST/PROJECT NO. N0002408NR59422                       |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |                                                                                       |
| 5. ISSUED BY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | CODE                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | N00024                                                                             | 6. ADMINISTERED  BY *(If other than Item 5)*                                               | CODE S2206A |
| NAVAL SEA SYSTEMS COMMAND                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | DCMA BOSTON                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1333 ISAAC HULL AVE SE - MAIL STOP 2030                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 495 SUMMER STREET                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| WASHINGTON NAVY YARD DC 20376-2030                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | BOSTON MA 02210-2138                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7. NAME AND  ADDRESS OF CONTRACTOR *(No., street,  city, county, state and zip code)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                         |
| BEACON POWER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         | 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | DELIVERY                                                                           |
| 65 MIDDLESEX ROAD                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | o FOB ORIGIN      x OTHER    *(See below)* |
| TYNGSBORO MA 01879                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                         | 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | DISCOUNT FOR PROMPT  PAYMENT                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | SUBMIT INVOICES                                                                    | ITEM                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | *(4  copies unless otherwise specified)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | **Block 12**                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | TO THE  ADDRESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| CODE 3EFH5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | FACILITY CODE                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | SHOWN IN:                                                                          |
| 11.  SHIP  TO/MARK FOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | CODE                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 12. PAYMENT WILL BE MADE  BY                                                       | CODE                                                                                       | HQ0337 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | DFAS COLUMBUS  CENTER, NORTH ENTITLEMENT     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | P.O. BOX  18224                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | COLUMBUS OH  43218-2264                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **See  Schedule**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | AUTHORITY FOR USING OTHER THAN FULL AND OPEN | **14.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ACCOUNTING AND  APPROPRIATION DATA                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | COMPETITION:                                 | **See  Schedule**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                               |
|   o 10 U.S.C. 2304(c)(       )            o 41 U.S.C. 253(c)(       )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 15A. ITEM NO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 15B. SUPPLIES/  SERVICES                     | 15C. QUANTITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 15D. UNIT                                                                          | 15E. UNIT PRICE                                                                            | 15F. AMOUNT |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | **SEE  SCHEDULE**                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | **15G. TOTAL AMOUNT OF CONTRACT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **$3,014,163.00**                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** **                                                                         |
| 16. TABLE OF CONTENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (X)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | SEC.                                         | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | PAGE(S)                                                                            | (X)                                                                                        | SEC. | DESCRIPTION | PAGE(S) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | **PART I  - THE SCHEDULE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                               |                                                                                       |   | **PART II  - CONTRACT CLAUSES** |   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | A                                            | SOLICITATION/  CONTRACT FORM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 1                                                                                  | x                                                                                          | I | CONTRACT CLAUSES | 30 - 96 |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | B                                            | SUPPLIES OR  SERVICES AND PRICES/                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 2 - 11                                                                             | **PART III  - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS**                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                               | x                                                                                          | J | LIST OF ATTACHMENTS | 97 |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | C                                            | DESCRIPTION/  SPECS./ WORK STATEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 12 - 20                                                                            | **PART IV  - REPRESENTATIONS AND INSTRUCTIONS**                                       |   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | D                                            | PACKAGING AND  MARKING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 21                                                                                 |                                                                                       | K | REPRESENTATIONS,  CERTIFICATIONS AND |   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | E                                            | INSPECTION AND  ACCEPTANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 22                                                                                 |                                                                                       |   | OTHER STATEMENTS OF  OFFERORS |   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | F                                            | DELIVERIES OR PERFORMANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 23                                                                                 |                                                                                       | L | INSTRS., CONDS., AND  NOTICES TO OFFERORS |   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | G                                            | CONTRACT  ADMINISTRATION DATA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 24                                                                                 |                                                                                       | M | EVALUATION FACTORS FOR  AWARD |   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | H                                            | SPECIAL CONTRACT  REQUIREMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 25 - 29                                                                            |                                                                                       |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |                                                                                       |   |   |   |
| CONTRACTING  OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 17. x CONTRACTOR’S NEGOTIATED AGREEMENT Contractor  is required to sign this document and return 1        copies  to issuing office.) Contractor agrees to furnish and deliver all items or  perform all the services set forth or otherwise identified above and on any  continuation sheets for the consideration stated herein. The rights and  obligations of the parties to this contract shall be subject to and governed  by the following documents: (a) this award/contract, (b) the  solicitation, if any, and (c) such provisions, representations,  certifications, and specifications, as are attached or incorporated by  reference herein.

(Attachments are listed  herein.) |                                         | 18. o AWARD (Contractor is not required to  sign this document.) Your offer on Solicitation Number

 

including the additions  or changes made by you which additions or changes are set forth in full above,  is hereby accepted as to the items listed above and on any continuation  sheets. This award consummates the contract which consists of the following  documents: (a) the Government’s solicitation and your offer, and  (b) this award/contract. No further contractual document is necessary. |
| 19A. NAME AND TITLE OF  SIGNER *(Type or print)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                         | 20A. NAME OF CONTRACTING  OFFICER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | TIMOTHY A. STARKER / SEA  024 - CONTRACTING OFFICER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         | TEL: 202-781-3944                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | EMAIL:  Timothy.Starker@navy.mil                                                   |
| 19B. NAME OF CONTRACTOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 19C. DATE SIGNED                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 20B. UNITED STATES OF  AMERICA                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |
| BY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               | BY                                                                                         | /s/ Timothy A.  Starker | 20C. DATE SIGNED |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | *(Signature  of person authorized to sign)*  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                               |                                                                                       | *(Signature  of Contracting Officer)* | 28-Jan-2009 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                    |                                                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| NSN 7540-01-152-8069        | 26-107                |   | STANDARD FORM 26 (REV  12/2002) |
|-----------------------------|-----------------------|--------|---------------------------------|
| Previous edition is  usable | GPO 1985 O -  469-794 |   | Prescribed by GSA               |
|                        |                  |   | FAR (48 CFR) 53.214(a)          |

 

1

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Section B - Supplies or Services and Prices

 
| **ITEM NO** | ** ** | **SUPPLIES/SERVICES**                                                                                                                         | ** ** | **QUANTITY** | ** ** | **UNIT** | ** ** | **UNIT PRICE**  | ** ** | **AMOUNT** | ** ** |
|------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|----------|------------|----------------------|------------|------------|------------|
| 0001             |       |                                                                                                                                          |       |         |       | Lot      |       |                 |       | $          | 901,748.00 |   |
|             |       | Integrated Power  System                                                                                                                      |       |         |       |     |       |                 |       |       |       |
|             |       | Research and  Development activities associated with the development of Flywheel Energy  Storage for Next Generation Integrated Power Systems |       |         |       |     |       |                 |       |       |       |
|             |       | FOB: Destination                                                                                                                              |       |         |       |     |       |                 |       |       |       |
|             |       | PURCHASE REQUEST  NUMBER: N0002408NR59422                                                                                                     |       |         |       |     |       |                 |       |       |       |
|             |       | CPFF                                                                                                                                          |       |         |       |     |       |                 |       |       |       |
|             |       |                                                                                                                                          |       |         |       |     |       |                 |       |       |       |
|             |       |                                                                                                                                          |       |         |       |     |       | ESTIMATED COST       |       | $          | 828,411.00 |   |
|             |       |                                                                                                                                          |       |         |       |     |       | FIXED FEE            |       | $          | 73,337.00  |   |
|             |       |                                                                                                                                          |       |         |       |     |       | TOTAL EST COST + FEE |       | $          | 901,748.00 |   |

 
| **ITEM NO** | ** ** | **SUPPLIES/SERVICES**         | ** ** | **QUANTITY** | ** ** | **UNIT** | ** ** | **UNIT PRICE**  | ** ** | **AMOUNT** | ** ** |
|------------------|------------|-------------------------------|------------|--------------|------------|----------|------------|----------------------|------------|------------|------------|
| 0001             |       |                          |       |         |       |     |       |                 |       | $          | 0.00       |   |
|             |       | Funding                       |       |         |       |     |       |                 |       |       |       |
|             |       | To add a line of  accounting. |       |         |       |     |       |                 |       |       |       |
|             |       | FOB: Destination              |       |         |       |     |       |                 |       |       |       |
|             |       | CPFF                          |       |         |       |     |       |                 |       |       |       |
|             |       |                          |       |         |       |     |       |                 |       |       |       |
|             |       |                          |       |         |       |     |       | ESTIMATED COST       |       | $          | 0.00       |   |
|             |       |                          |       |         |       |     |       | FIXED FEE            |       | $          | 0.00       |   |
|             |       |                          |       |         |       |     |       | TOTAL EST COST + FEE |       | $          | 0.00       |   |
|             |       | ACRN AA                       |       |         |       |     |       |                 |       | $          | 500,000.00 |   |

 

2

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| **ITEM NO** | ** ** | **SUPPLIES/SERVICES**                                                                                                                                 | ** ** | **QUANTITY** | ** ** | **UNIT** | ** ** | **UNIT PRICE**  | ** ** | **AMOUNT** | ** ** |
|------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|----------|------------|----------------------|------------|------------|------------|
| 0002             |       |                                                                                                                                                  |       |         |       |     |       |                 |       | NSP        |       |
|             |       | Data                                                                                                                                                  |       |         |       |     |       |                 |       |       |       |
|             |       | Data for CLIN  0001 in accordance with the attached DD Form 1423. Not separately  priced.  Price to be included in the  prices of CLIN 0001 |       |         |       |     |       |                 |       |       |       |
|             |       | FOB: Destination                                                                                                                                      |       |         |       |     |       |                 |       |       |       |
|             |       | PURCHASE REQUEST  NUMBER: N0002408NR59422                                                                                                             |       |         |       |     |       |                 |       |       |       |
|             |       | CPFF                                                                                                                                                  |       |         |       |     |       |                 |       |       |       |
|             |       |                                                                                                                                                  |       |         |       |     |       |                 |       |       |       |
|             |       |                                                                                                                                                  |       |         |       |     |       | ESTIMATED COST       |       | $          | 0.00       |   |
|             |       |                                                                                                                                                  |       |         |       |     |       | FIXED FEE            |       | $          | 0.00       |   |
|             |       |                                                                                                                                                  |       |         |       |     |       | TOTAL EST COST + FEE |       | $          | 0.00       |   |

 
| **ITEM NO** | ** ** | **SUPPLIES/SERVICES**                     | ** ** | **QUANTITY** | ** ** | **UNIT** | ** ** | **UNIT PRICE**  | ** ** | **AMOUNT** | ** **   |
|------------------|------------|-------------------------------------------|------------|--------------|------------|----------|------------|----------------------|------------|------------|--------------|
| 0003             |       |                                      |       |         |       | Hours    |       |                 |       | $          | 2,112,415.00 |   |
|             |       | Engineering  Services                     |       |         |       |     |       |                 |       |       |         |
|             |       | (SEE Note A)                              |       |         |       |     |       |                 |       |       |         |
|             |       | FOB: Destination                          |       |         |       |     |       |                 |       |       |         |
|             |       | PURCHASE REQUEST  NUMBER: N0002408NR59422 |       |         |       |     |       |                 |       |       |         |
|             |       | CPFF                                      |       |         |       |     |       |                 |       |       |         |
|             |       |                                      |       |         |       |     |       |                 |       |       |         |
|             |       |                                      |       |         |       |     |       | ESTIMATED COST       |       | $          | 1,938,928.00 |   |
|             |       |                                      |       |         |       |     |       | FIXED FEE            |       | $          | 173,487.00   |   |
|             |       |                                      |       |         |       |     |       | TOTAL EST COST + FEE |       | $          | 2,112,415.00 |   |

 

3

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| **ITEM NO** | ** ** | **SUPPLIES/SERVICES**                    | ** ** | **QUANTITY** | ** ** | **UNIT** | ** ** | **UNIT PRICE** | ** ** | **AMOUNT** | ** ** |
|------------------|------------|------------------------------------------|------------|--------------|------------|----------|------------|---------------------|------------|------------|------------|
| 0004             |       |                                     |       |         |       | Lot      |       |                |       | $          | 0.00       |   |
|             |       | Support for  Engineering Services        |       |         |       |     |       |                |       |       |       |
|             |       | COST                                     |       |         |       |     |       |                |       |       |       |
|             |       | (Cost only) (See  Note B)                |       |         |       |     |       |                |       |       |       |
|             |       | FOB: Destination                         |       |         |       |     |       |                |       |       |       |
|             |       | PURCHASE REQUEST NUMBER: N0002408NR59422 |       |         |       |     |       |                |       |       |       |
|             |       |                                     |       |         |       |     |       |                |       |       |       |
|             |       |                                     |       |         |       |     |       | ESTIMATED COST      |       | $          | 0.00       |   |

 

CLAUSES INCORPORATED BY FULL TEXT

 

LIMITATION OFCOST/LIMITATION OF FUNDS (NAVSEA) (SEP 1990)

 

The clause entitled“LIMITATION OF COST” (FAR 52.232-20) or “LIMITATION OF FUNDS” (FAR 52.232-22),as appropriate, shall apply separately and independently to each separatelyidentified estimated cost.

 

CLAUSES INCORPORATED BY FULL TEXT

 

**NOTE A** - The Government will fund these itemsas needed during the contract performance via Technical Instructions.  Engineering Services includes incidentalmaterials (See Section C).

 

**NOTE B:** The Government will fund this item as needed during contractperformance.  Support for EngineeringServices includes travel and subsistence (See Section C) on a cost onlybasis, with no provision for fee.

 

CLAUSES INCORPORATED BY FULL TEXT

 

**PAYMENTFOR ENGINEERING SERVICES AND SUPPORT (NAVSEA) (JAN 2008)**

**(Applicableto CLINs 0003 and 0004)**

** **

*(a) Invoicesfor engineering services and overtime shall contain the name(s) ofengineer(s), date(s) and place(s) of performance, and a briefdescription of the services performed. This information may be included in the Comments tab of the applicableWAWF document.  Each invoice shall beaccompanied by a copy of the authorization for services and the originalcertification of performance.  Thesedocuments may be attached to the invoice as described in the InvoiceInstructions in Section G.  A copyof each invoice shall be furnished to the applicable NAVSEA/DRPM/PEO codeidentified in Section C under Engineering Services.*

* *

*4*

----

* *

(b) Invoices forsubsistence and transportation shall be supported by a statement of actualcosts incurred by the Contractor and claimed to be reimbursable and shall be insuch form and reasonable detail as required by the cognizant Defense ContractAudit Agency (DCAA).  The Governmentshall make provisional payment after submission of each invoice and statementof costs.  At any time prior to finalpayment, DCAA may audit the invoice(s) and statement(s) of costs, asappropriate.

 

(c) Each provisionalpayment for subsistence and transportation costs shall be subject to reductionto the extent any amount included in the related invoice and statement of costsis found not to be reimbursable under the support item(s) and shall alsobe subject to reduction for overpayment or to increase for underpayment onpreceding invoices.  Any disputes underthis requirement shall be determined in accordance with the clause of thiscontract entitled “DISPUTES” (FAR 52.233-1).

 

CLAUSES INCORPORATED BY FULL TEXT

 

252.204-7006   BILLINGINSTRUCTIONS (OCT 2005)

 

When submitting a request for payment, the Contractor shall—

 

(a) Identify the contract line item(s) on the payment requestthat reasonably reflect contract work performance; and

 

(b) Separately identify a payment amount for each contract lineitem included in the payment request.

 

(End of clause)

 

CLAUSES INCORPORATED BY FULL TEXT

 

252.232-7003     ELECTRONIC SUBMISSION OF PAYMENT REQUESTSAND RECEIVING REPORTS (MAR 2008)

 

(a) Definitions. Asused in this clause—

 

(1) Contractfinancing payment and invoice payment have the meanings given in section 32.001of the Federal Acquisition Regulation.

 

(2) Electronic formmeans any automated system that transmits information electronically from theinitiating system to all affected systems. Facsimile, e-mail, and scanneddocuments are not acceptable electronic forms for submission of paymentrequests. However, scanned documents are acceptable when they are part of asubmission of a payment request made using Wide Area WorkFlow (WAWF) or anotherelectronic form authorized by the Contracting Officer.

 

(3) Payment requestmeans any request for contract financing payment or invoice payment submittedby the Contractor under this contract.

 

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(b) Except asprovided in paragraph (c) of this clause, the Contractor shall submitpayment requests and receiving reports using WAWF, in one of the followingelectronic formats that WAWF accepts: Electronic Data Interchange, Secure FileTransfer Protocol, or World Wide Web input. Information regarding WAWF isavailable on the Internet at https://wawf.eb.mil/.

 

(c) The Contractormay submit a payment request and receiving report using other than WAWF onlywhen—

 

(1) The ContractingOfficer authorizes use of another electronic form. With such an authorization,the Contractor and the Contracting Officer shall agree to a plan, which shallinclude a timeline, specifying when the Contractor will transfer to WAWF;

 

(2) DoD is unable toreceive a payment request or provide acceptance in electronic form;

 

(3) The ContractingOfficer administering the contract for payment has determined, in writing, thatelectronic submission would be unduly burdensome to the Contractor. In suchcases, the Contractor shall include a copy of the Contracting Officer’sdetermination with each request for payment; or

 

(4) DoD makespayment for commercial transportation services provided under a Government ratetender or a contract for transportation services using a DoD-approvedelectronic third party payment system or other exempted vendorpayment/invoicing system (e.g., PowerTrack, Transportation Financial ManagementSystem, and Cargo and Billing System).

 

(d) The Contractorshall submit any non-electronic payment requests using the method or methodsspecified in Section G of the contract.

 

(e) In addition tothe requirements of this clause, the Contractor shall meet the requirements ofthe appropriate payment clauses in this contract when submitting paymentsrequests.

 

(End of clause)

 

CLAUSES INCORPORATED BY FULL TEXT

 

**EXPEDITINGCONTRACT CLOSEOUT (NAVSEA) (DEC 1995)**

 

(a)  As part of thenegotiated fixed price or total estimated amount of this contact, both theGovernment and the Contractor have agreed to waive any entitlement thatotherwise might accrue to either party in any residual dollar amount of $500 orless at the time of final contract closeout. The term “residual dollar amount” shall include all money that wouldotherwise be owed to either party at the end of the contract, except that,amounts connected in any way with taxation, allegations of fraud and/orantitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of moneyowed by one party against money that would otherwise be paid by that party maybe considered to the extent permitted by law.

 

(b)  This agreementto waive entitlement to residual dollar amounts has been considered by bothparties.  It is agreed that theadministrative costs for either party associated with collecting such smalldollar amounts could exceed the amount to be recovered.

 

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CLAUSES INCORPORATED BY FULL TEXT

 

PAYMENTS OF FEE(S) (COMPLETION) (NAVSEA) (MAY 1993)

(Applicable to CLINs 0001and 0002)

 

(a) For purposes ofthis contract, “fee” means “target fee” in cost-plus-incentive-fee typecontracts, “base fee” in cost-plus-award-fee type contracts, “fixed fee” incost-plus-fixed-fee type contracts for completion and phase type contracts.

 

(b) The Governmentshall make payments to the Contractor, subject to and in accordance with theclause in this contract entitled “FIXED FEE” (FAR 52.216-8) or “INCENTIVE FEE”,(FAR 52.216-10), as applicable.  Suchpayments shall be equal to nine percent (9%) of the allowablecost of each invoice submitted by and payable to the Contractor pursuant to theclause of this contract entitled “ALLOWABLE COST AND PAYMENT” (FAR 52.216-7),subject to the withholding terms and conditions of the “FIXED FEE” or“INCENTIVE FEE” clause, as applicable (percentage of fee is based on feedollars divided by estimated cost dollars, including facilities capital cost ofmoney).  Total fee(s) paid to theContractor shall not exceed the fee amount(s) set forth in this contract.

 

(c) In the event ofdiscontinuance of the work under this contract, or any specified phase of thecontract, in accordance with the clause of this contract entitled “LIMITATIONOF FUNDS” (FAR 52.232-22) or “LIMITATION OF COST” (FAR 52.232-20), asapplicable, the fee shall be equitably adjusted by mutual agreement to reflectthe diminution of work.  If the adjustedfee is less than the sum of all fee payments made to the Contractor under thiscontract, the Contractor shall repay the excess amount to the Government.  If the adjusted fee exceeds all payments madeto the Contractor under this contract, the Contractor shall be paid theadditional amount, subject to the availability of funds.  In no event shall the Government be requiredto pay the Contractor any amount in excess of the funds obligated under thiscontract at the time of the discontinuance of work.

 

(d) Fee(s) withheld pursuant to the terms and conditions of this contractshall not be paid until the contract has been modified to reduce thefee(s) in accordance with paragraph (c) above, or until the ProcuringContracting Officer has advised the paying office in writing that no fee adjustmentis required.

 

CLAUSES INCORPORATED BY FULL TEXT

 

PAYMENTS OFFEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993)

(Applicable to CLIN 0003)

 

(a)  For purposes ofthis contract, “fee” means “target fee” in cost-plus-incentive-fee typecontracts, “base fee” in cost-plus-award-fee type contracts, or “fixed fee” incost-plus-fixed-fee type contracts for level of effort type contracts.

 

(b)  The Governmentshall make payments to the Contractor, subject to and in accordance with theclause in this contract entitled “FIXED FEE” (FAR 52.216-8) or “INCENTIVE FEE”,(FAR 52.216-10), as applicable.  Suchpayments shall be equal to nine percent (9%) of the allowablecost of each invoice submitted by and payable to the Contractor pursuant to theclause of this contract entitled “ALLOWABLE COST AND PAYMENT” (FAR 52.216-7),subject to the withholding terms and conditions of the “FIXED FEE” or“INCENTIVE FEE” clause.

 

(c)  Thefee(s) specified in SECTION B, and payment thereof, is subject toadjustment pursuant to paragraph (g) of the special contract requiremententitled “LEVEL OF EFFORT.”  If thefee(s) is reduced and the reduced fee(s) is less than the sum of allfee payments made to the Contractor under this contract, the Contractor shallrepay the excess amount to the Government. If the final adjusted fee exceeds all fee payments made to thecontractor under this contract, the Contractor shall be paid the additionalamount, subject to the availability of funds. In no event shall the Government be

 

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required to pay theContractor any amount in excess of the funds obligated under this contract atthe time of the discontinuance of work.

 

(d) Fee(s) withheld pursuant to the terms and conditions of this contractshall not be paid until the contract has been modified to reduce thefee(s) in accordance with the “LEVEL OF EFFORT” special contractrequirement, or until the Procuring Contracting Officer has advised the payingoffice in writing that no fee adjustment is required.

 

CLAUSES INCORPORATED BY FULL TEXT

 

**TRAVELCOSTS - ALTERNATE I (NAVSEA) (DEC 2005)**

** **

(a)  Except asotherwise provided herein, the Contractor shall be reimbursed for itsreasonable actual travel costs in accordance with FAR 31.205-46.  The costs to be reimbursed shall be thosecosts accepted by the cognizant DCAA.

 

(b)  Reimbursabletravel costs include only that travel performed from the Contractor’s facilityto the worksite, in and around the worksite, and from the worksite to theContractor’s facility.

 

(c)  Relocationcosts and travel costs incident to relocation are allowable to the extentprovided in FAR 31.205-35; however, Contracting Officer approval shall berequired prior to incurring relocation expenses and travel costs incident torelocation.

 

(d)  The Contractorshall not be reimbursed for the following daily local travel costs:

 

(i)  travel at U.S. Military Installations whereGovernment transportation is available,

 

(ii)  travel performed for personalconvenience/errands, including commuting to and from work, and

 

(iii) travel costs incurred in the replacement ofpersonnel when such replacement is accomplished for the Contractor’s oremployee’s convenience.

 

CLAUSES INCORPORATED BY FULL TEXT

 

CONTRACT SUMMARY FORPAYMENT OFFICE (COST TYPE) (FEB 1997)

 

This entire contract iscost type.

 

Note: This is a Cost PlusFixed Fee Completion (CLIN 0001) and a Cost Plus Fixed Fee, Level of Effort(CLIN 0003) type contract.

 
| **ITEM**    | ** ** | **ESTIMATED COST** | ** ** | **FIXED FEE** | ** ** | **TOTAL AMOUNT** | ** ** | **MAN-HOURS** | ** ** |
|-------------|------------|-------------------------|------------|--------------------|------------|-----------------------|------------|---------------|------------|
|        |       |                    |       |               |       |                  |       |          |       |
| GRAND TOTAL |       | $                       | 2,767,339  |               | $          | 246,824               |       | $             | 3,014,163  |   | 14,196 |   |
|             |            |                         |            |                    |            |                       |            |               |            |  |  |  |

 

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CLAUSES INCORPORATED BY FULL TEXT

 

**PAYMENTINSTRUCTIONS FOR MULTIPLE ACCOUNTING CITATIONS (NAVSEA) (JAN 2008)**

** **

Applicable to (CLINs0001, 0003 and 0004)

 

For contracts or ordersthat 1) include contract line items that are funded by multiple accounting classificationcitations for which a contract line item or items are not broken out intoseparately identifiable subline items (informational subline items are notseparately identifiable subline items); 2) contain cost-reimbursement ortime-and-material or labor-hour line items; or 3) authorize financing payments,the payment office will make payment from each ACRN within the contract ororder in the same proportion as the amount of funding currently unliquidatedfor each ACRN (c*ontract-wide: proration)*.

 

CLAUSES INCORPORATED BYFULL TEXT

 

**INVOICEINSTRUCTIONS (NAVSEA) (JAN 2008)**

** **

(a)  In accordancewith the clause of this contract entitled “ELECTRONIC SUBMISSION OF PAYMENTREQUESTS” (DFARS 252.232-7003), the Naval Sea Systems Command (NAVSEA) willutilize the DoD Wide Area Workflow Receipt and Acceptance (WAWF) system toaccept supplies/services delivered under this contract.  This web-based system located athttps://wawf.eb.mil provides the technology for government contractors andauthorized Department of Defense (DoD) personnel to generate, capture andprocess receipt and payment-related documentation in a paperlessenvironment.  Invoices forsupplies/services rendered under this contract shall be submitted electronicallythrough WAWF.  Submission of hard copyDD250/invoices may no longer be accepted for payment.

 

(b)  It isrecommended that the person in your company designated as the CentralContractor Registration (CCR) Electronic Business (EB) Point of Contact andanyone responsible for the submission of invoices, use the online trainingsystem for WAWF at http://wawftraining.com. The Vendor, Group Administrator (GAM), and sections marked with anasterisk in the training system should be reviewed.  Vendor Quick Reference Guides also areavailable at http://acquisition.navy.mil/navyaos/content/view/full/3521/.  The most useful guides are “Getting Startedfor Vendors” and “WAWF Vendor Guide”.

 

(c)  The designatedCCR EB point of contact is responsible for activating the company’s CAGE codeon WAWF by calling 1-866-618-5988.  Oncethe company is activated, the CCR EB point of contact will self-register underthe company’s CAGE code on WAWF and follow the instructions for a groupadministrator.  After the company isset-up on WAWF, any additional persons responsible for submitting invoices mustself-register under the company’s CAGE code at https://wawf.eb.mil.

 

(d)  The contractorshall use the following document types, DODAAC codes and inspection andacceptance locations when submitting invoices in WAWF:

 

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Type of Document (*contracting officer check all that apply*)

 
| o      | Invoice (FFP  Supply & Service)                              |
|--------|-----------------------------------------------------------------------|
|   |                                                                  |
| o      | Invoice and Receiving  Report Combo (FFP Supply)                      |
|   |                                                                  |
| o      | Invoice as 2-in-1 (FFP  Service Only)                                 |
|   |                                                                  |
| x      | Cost Voucher (Cost  Reimbursement,  T&M  and   LH) |
|   |                                                                  |
| o      | Receiving Report (FFP,  DD250 Only)                                   |

 

DODAAC Codes andInspection and Acceptance Locations (*contractingofficer complete appropriate information as applicable*)

 
| Issue DODAAC            |   | N00024             |
|-------------------------|--------|--------------------|
|                    |   |               |
| Admin DODAAC            |   | S2206A             |
|                    |   |               |
| Pay Office DODAAC       |   | HQ0337             |
|                    |   |               |
| Inspector DODAAC        |   | N00024             |
|                    |   |               |
| Service Acceptor DODAAC |   | N00024             |
|                    |   |               |
| Service Approver DODAAC |   | N00024             |
|                    |   |               |
| Ship To DODAAC          |   | See Section F |
|                    |   |               |
| DCAA Auditor DODAAC     |   | HAA621             |
|                    |   |               |
| LPO DODAAC              |   |               |
|                    |   |               |
| Inspection Location     |   | See Section E |
|                    |   |               |
| Acceptance Location     |   | See Section E |

 

Attachments created inany Microsoft Office product may be attached to the WAWF invoice, e.g., backupdocumentation, timesheets, etc.  Maximumlimit for size of each file is 2 megabytes. Maximum limit for size of files per invoice is 5 megabytes.

 

(e)  Before closingout of an invoice session in WAWF, but after submitting the document(s), youwill be prompted to send additional email notifications.  Click on “Send More Email Notification” andadd the acceptor/receiver email addresses noted below in the first emailaddress block, and add any other additional email addresses desired in thefollowing blocks.  This additionalnotification to the government is important to ensure that theacceptor/receiver is aware that the invoice documents have been submitted intoWAWF.

 

**SendAdditional Email Notification To:**

Joseph.tannenbaum@navy.mil

 

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(f)  The contractorshall submit invoices/cost vouchers for payment per contract terms and thegovernment shall process invoices/cost vouchers for payment per contractterms.  Contractors approved by DCAA fordirect billing will submit cost vouchers directly to DFAS via WAWF.  Final voucher submission will be approved bythe ACO.

 

(g)  The WAWF systemhas not yet been implemented on some Navy programs; therefore, upon writtenconcurrence from the cognizant Procuring Contracting Officer, the Contractor isauthorized to use DFAS’s WInS for electronic end to end invoicing until thefunctionality of WInS has been incorporated into WAWF.

 

(h)  If you have anyquestions regarding WAWF, please contact the WAWF helpdesk at the above 1-866number or the NAVSEA WAWF point of contact Margaret Morgan at (202) 781-4815 ormargaret.morgan@navy.mil.

 

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Section C - Descriptions and Specifications

 

STATEMENT OF WORK

 

**PART 1 — CONTRACT LINE ITEM DESCRIPTION**

** **

**Item 0001— RESEARCH AND DEVELOPMENT ACTIVITIES ASSOCIATED WITH FLYWHEEL ENERGY STORAGEIN SUPPORT OF NAVAL INTEGRATED POWER SYSTEMS**

** **

1.1                                 The Contractor shall provide services,materials, facilities and personnel necessary to perform the tasks identifiedbelow.

 

1.2                                 The Contractor shall provide programmanagement, planning, control, subcontracts management, schedule accounting andcontrol, and cost accounting and control.

 

1.2.1                        The Contractor shall develop and maintain a ProgramPlan.  The Program Plan shall include anevent-based schedule, reflecting how the effort will be executed, includingtiming of reviews.  The schedule shall bedeveloped in a manner that reflects the Contractor’s customary way oforganizing projects and the need to have a direct relationship between projectevents and cost projections.  Theschedule shall be maintained in Microsoft ProjectTM format and shall be madeavailable to the Navy electronically in Microsoft ProjectTM and PDF formats atregular intervals during the execution of the effort.  The Contractor shall assess potential risksassociated with achievement of technical, cost, and schedule requirements anddefine methods or alternatives to mitigate or minimize these risks, includingthe identification of criteria upon which decisions can be based.  The Program Plan shall include a monthlyspend plan showing the expenditures predicted throughout the period ofperformance.  The spend plan shallinclude a chart that shows funded and disbursed for the total Contract and byCLIN and shall be updated in each progress report.

 

1.3                                 The Contractor shall submit a monthlyProgress Report that reflects the technical, schedule, and cost status of theeffort.  A copy of the latest invoiceshall be appended to the Progress Report. The Progress Report shall contain the following information:

 

Planned efforts and costs: The Contractor shall provide a copy ofthe schedule established in the Program Plan that has been updated to reflectchanges to planned tasks/milestones. The Contractor shall provide a briefdescription of the work envisioned for the ensuing reporting periodhighlighting any changes to the schedule, the objectives of those efforts, andan estimate of costs and man-hours associated with planned efforts.  The Contractor shall note significantaccomplishments and identification of major problems/deficiencies with impactand recommended solutions.  TheContractor should identify any technical risks/challenges or problemsanticipated in the next reporting period.

 

Actual efforts and costs: The Contractor shall provide a copy ofthe schedule updated to reflect work performed during the current reportingperiod.  The Navy expects the Contractorto maintain one schedule that will be updated monthly for both planned andactual efforts. The Contractor shall detail work performed during the currentreporting period and associated financial status. Include an overall status ofeach milestone, task, or unit of work.  The Contractor shall document significant results of conferences, trips,or directives from the Government’s representatives.  The Contractor shall maintain an action listfor programmatic and technical items that arise during the course of the effortand a status of deliverable items.

 

1.4                                 The Contractor shall plan, conduct anddocument meetings and reviews held between the Navy and the Contractor asnecessary.  The Contractor and the Navyshall develop agendas for meetings jointly via electronic mail.  The Contractor shall prepare Meeting Minuteswhich document all material presented, key discussions and decisions made, andany action items which have arisen as a result of any meeting with the Navy orthe Navy’s representatives.  Reviewsshall be coordinated with major milestones and shall be scheduled to occur at aminimum of a quarterly basis.  Contractorpersonnel shall be available for informal conferences as required throughoutperformance to discuss the direction, progress, and/or significant problemsencountered, and to discuss technical and fiscal information required forperformance.  The Navy reserves the rightto conduct an in-plant visit to the 

 

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Contractor to reviewimplementation of the Contractor’s cost and schedule management system and tounderstand the methods the Contractor utilizes to determine progress.  The intent is to ensure maximum visibility ofthe Contractor’s technical, cost and schedule performance.

 

1.5                                 **Advanced SystemArchitecture Conceptual Assessment**:  TheContractor shall assist NAVSEA with a system level analysis of future surfacecombatant electrical power energy storage needs and shall identify three tofour candidate application(s) of a flywheel energy storage system thatoffer the most benefit in terms of overall system development and productioncost, equipment volume and weight, and mission performance improvements. TheContractor shall participate as part of the Navy’s power plant upgradearchitecture development team by providing characterization of the flywheelenergy storage technologies under consideration so the team can include thosetechnologies in system level trade studies. The Contractor shall independentlyvalidate the results of the trade studies. Based on the results of this initialtrade studies, the Contractor shall perform a conceptual design of the notionalflywheel energy storage system. The Contractor shall develop simulation modelsfor the notional technologies.

 

**Item 0002— DATA**

** **

2.1                                 The data to be furnished hereunder shallbe prepared in accordance with the Contract Data Requirements List, DD Form 1423,Exhibit A, attached hereto.

 

2.2                                 Data shall be submitted to NAVSEA PMS-320in an electronic mailing using Microsoft Word, Microsoft Excel, MicrosoftPowerPoint, Microsoft Project, or PDF file formats unless otherwise agreedto.  No paper copy shall be deliveredunless otherwise agreed to by the Navy. The Contractor’s format is acceptable, provided the technical contentrequirement is met.  The contentrequirements are specified for each data item in the SOW.

 

2.3                                 For those items requiring approval,approval will be based on technical content and compliance with the SOWrequirements.  The Navy will make everyeffort to expedite review and response to the contractor.  Disapproved documents shall be modified bythe Contractor in accordance with the comments provided by the Navy andresubmitted for Navy reconsideration. Documents that are approved with comment may be considered acceptable ifthe Contractor acknowledges acceptance of the Navy’s comment.

 

**Item 0003 - ENGINEERINGSERVICES (NAVSEA) (MAY 1998)**

 

The Contractor shall, atthe option of the Government, furnish **10,000**man-hours of the services of qualified engineers to perform Engineering Supportfor follow-on investigations and hardware evaluations to determine theeffectiveness of the new technologies developed herein.  A requirement of a mix of lead, senior, andintermediate level personnel in the ratio of 1:2:1 is anticipated, although theContractor’s requirement is to deliver the total amount of support in such mixas required.  The nature of the servicesto be performed shall be non-severable from the scope of the remaining aspectsof the contract.  As such, the manner ofwork to be performed under this item shall be intimately related to the corescope of the contract, shall form a logical extension of the work otherwiseperformed (such as completion of testing of articles developed or extending theperformance capability of the articles developed), or shall provide amplifyingdetails of the articles or technologies beyond that otherwise required hereinand shall result in a specific end-product, e.g. a report.  The services shall cover the investigation ofpotential alternative technologies on suitable demonstration vehicles, workingin support of NAVSEA objectives.  Thiseffort shall be undertaken only as directed by written technical instructionsissued by the COR.

 

The contractor shallfurnish materials and subcontracting incidental to the engineering services asnecessary to perform the efforts specified by PMS-320.  The amount of materials and subcontracting tobe provided shall be equal or less than **$100,000**of direct costs.  Incidental materialsand subcontracting shall be fee bearing.

 

The engineering servicesshall be performed within the limits, if any, as to place(s) and period(s) specifiedthere for, as authorized by the COR.

 

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Each time services areperformed, the engineer(s) shall obtain a certification of performancefrom a responsible U.S. Government official at the activity where the serviceswere performed, citing tasks satisfactorily performed and hours worked eachday.

 

The maximum liability ofthe Government for each engineering services item shall not exceed the amountset forth in the Schedule, or the amount obligated whichever is less.  If, at any time, the Contractor has reason tobelieve that the amounts it expects to incur in the performance of eachengineering services item in the next succeeding sixty (60) days, when added toall amounts previously incurred, will exceed seventy-five percent (75%) of theamount then set forth in the Schedule; or if, at any time, the Contractor hasreason to believe that the man days and/or amount for the full performance ofeach engineering services item will be greater than or substantially less thanthat set forth in the Schedule, the Contractor shall notify the ContractingOfficer in writing, giving its revised estimate of the man days and/or amountfor the performance of said item.  TheContractor shall not exceed the obligated amount for each engineering servicesitem, unless and until the Contracting Officer has increased such amount inwriting.

 

In the event theGovernment does not designate time(s) and place(s) sufficient forperformance of the total quantity of engineering services set forth in theSchedule within the period(s) provided there for, those services notfurnished shall be deemed to be terminated for the convenience of theGovernment at no cost to the Government. Such termination shall be evidenced by a written document signed by theContracting Officer and mailed or otherwise furnished to the Contractor.

 

Performance of the workunder this effort shall be subject to written Technical Instructions (TIs)signed by the COR.  If, in the opinion ofthe Contractor, any technical instruction calls for effort outside the scope ofthe contract or is inconsistent with this requirement, the Contractor shallnotify the Government Contracting Officer in writing within ten (10) workingdays after the receipt of any such instruction. The Contractor shall not proceed with the work affected by the technicalinstruction unless and until the Government Contracting Officer notifies theContractor that the technical instruction is within the scope of this contract.

 

**Item 0004 - SUPPORT FORENGINEERING SERVICES (NAVSEA) (JUN 1992)**

 

(a)  The Contractorshall be reimbursed for its reasonable actual subsistence, transportation, andtravel time costs incurred in the performance of the related engineeringservices item(s) in accordance with FAR 31.205-46.  The costs to be reimbursed shall be thosecosts accepted by the cognizant DCAA.

 

(b)  Overtime shallbe performed as required by the using activity and to the extent authorized bythe COR.  Overtime premium to benegotiated as required.

 

(c)  The maximumliability of the Government for each support item shall not exceed the estimatedamount set forth in the Schedule, or the amount obligated under the SLIN,whichever is less.  If, at any time, theContractor has reason to believe that the costs it expects to incur in theperformance of each support item in the next succeeding sixty (60) days, whenadded to all costs previously incurred, will exceed seventy-five percent (75%)of the amount then set forth in the Schedule; or if, at any time, theContractor has reason to believe that the costs to the Government for the fullperformance of each support item will be greater than or substantially lessthan the amount set forth in the Schedule, the Contractor shall notify theContracting Officer in writing, giving its revised estimate of such costs forthe performance of said item.  TheContracting Officer may, upon receipt of such notice or whenever theContracting Officer considers it necessary, increase or further increase thetotal estimated amount for the performance of each support item.  When and to the extent the estimated amountfor a support item has been so increased, any amounts expended or incurred bythe Contractor for performance in excess of the estimated amount there forprior to the increase, shall be paid or reimbursed to the same extent as ifexpended or incurred after the increase.

 

COMPUTER SOFTWARE AND/ORCOMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED FROM THE GOVERNMENT(NAVSEA) (APR 2004)

 

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(a)                                  The Contractor agrees to test for virusesall computer software and/or computer databases, as defined in the clauseentitled “RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTERSOFTWARE DOCUMENTATION” (DFARS 252.227-7014), before delivery of that computersoftware or computer database in whatever media and on whatever system thesoftware is delivered.  The Contractorwarrants that any such computer software and/or computer database will be freeof viruses when delivered.

 

(b)                                 The Contractor agrees to test anycomputer software and/or computer database(s) received from the Governmentfor viruses prior to use under this contract.

 

(c)                                  Unless otherwise agreed in writing, anylicense agreement governing the use of any computer software to be delivered asa result of this contract must be paid-up and perpetual, or so nearly perpetualas to allow the use of the computer software or computer data base with theequipment for which it is obtained, or any replacement equipment, for so longas such equipment is used.  Otherwise thecomputer software or computer database does not meet the minimum functionalrequirements of this contract. In the event that there is any routine todisable the computer software or computer database after the software isdeveloped for or delivered to the Government, that routine shall not disablethe computer software or computer database until at least twenty-five calendaryears after the delivery date of the affected computer software or computerdatabase to the Government.

 

(d)                                 No copy protection devices or systemsshall be used in any computer software or computer database delivered underthis contract to restrict or limit the Government from making copies.  This does not prohibit license agreementsfrom specifying the maximum amount of copies that can be made.

 

(e)                                  Delivery by the Contractor to theGovernment of certain technical data and other data is now frequently requiredin digital form rather than as hard copy. Such delivery may cause confusion between data rights and computersoftware rights.  It is agreed that, tothe extent that any such data is computer software by virtue of its delivery indigital form, the Government will be licensed to use that digital-form withexactly the same rights and limitations as if the data had been delivered ashard copy.

 

(f)                                    Any limited rights legends or otherallowed legends placed by a Contractor on technical data or other datadelivered in digital form shall be digitally included on the same media as thedigital-form data and must be associated with the corresponding digital-formtechnical data to which the legends apply to the extent possible.  Such legends shall also be placed in humanreadable form on a visible surface of the media carrying the digital-form dataas delivered, to the extent possible.

 

CLAUSES INCORPORATED BY FULL TEXT

 

Item(s) 0002- The data to be furnished hereunder shall be prepared in accordance with theContract Data Requirements List, DD Form 1423, Exhibit(s) A,attached hereto.

 

ITEM(S) 0003-ENGINEERING SERVICES (NAVSEA) (APR 2004)

 

(a)          The Contractor shall furnish the servicesof qualified engineer(s) to:

 

(1) Assist inplanning, installation, testing, checkout, adjustment, operation, disassembly,and repair of Flywheel Energy Storage System; and

 

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(2) Perform on-the-job instruction and trainingof Navy personnel (military and/or civilian). (Not applicable to SCN fundeditems).

 

(b) For purposes ofthis requirement, the following definitions apply:

 

(1) “Domesticservices” means services rendered within the United States (U.S.) and/or onNavy vessels in ports within the U.S. or at sea, provided the vessel does notenter port outside the U.S.

 

(2) “Foreign services”means services other thandomestic.

 

(3) “United States” means the United States, itspossessions, Puerto Rico, and any other place subject to its jurisdiction, butdoes not include leased bases or trust territories.

 

(4) “Man day” means the services of one engineerfor one day of eight hours, Monday through Friday (excluding holidays).

 

(5) “Holidays” means all Federally recognizedholidays.

 

(c) The engineeringservices shall be performed within the limits, if any, as to place(s)andperiod(s)specified therefor, as authorized by PMS 320.

 

(d) When authorizedunder paragraph(c) above, each engineer shall perform engineering servicesin accordance with supplemental instructions provided by the ContractAdministration Office(CAO)cognizant of vessel construction/conversion contract,a representative of the authorizing activity or a representative of theactivity where the engineering services are performed, as applicable.  However, each engineer shall not beconsidered an employee of the Government.

 

(e) Travel timenecessary for performance of such services shall be included in computing theman days of service.  When services areperformed at sea and the engineer(s) is unable to leave the vessel whenwork is completed, the remaining time aboard the vessel shall be consideredtravel time for purposes of computing the man days of services.  However, the Contractor shall be paid for nomore than one man day of service per calendar day for each engineer while intravel status.

 

(f) Passports,visas, inoculations and other medical requirements necessary for performance ofengineering services shall be at the sole responsibility and expense of theContractor.

 

(g) Each timeservices are performed, the engineer(s)shall obtain a certification ofperformance from a responsible U.S.Government official aboard the vessel or atthe activity where the services were performed, citing tasks satisfactorilyperformed and hours worked each day.

 

(h) The maximumliability of the Government for each engineering services item shall not exceedthe amount set forth in the Schedule, or the amount obligated whichever isless. If, at any time, the Contractor has reason to believe that the amounts itexpects to incur in the performance of each engineering services item in thenext succeeding sixty(60)days, when added to all amounts previously incurred,will exceed seventy-five percent(75%)of the amount then set forth in theSchedule; or if, at any time, the Contractor has reason to believe that the mandays and/or amount for the full performance of each engineering services itemwill be greater than or substantially less than that set forth in the Schedule,the Contractor shall notify the Contracting Officer in writing, giving itsrevised estimate of the man days and/or amount for the performance of saiditem. The Contractor shall not exceed the obligated amount for each engineeringservices item, unless and until such amount has been increased in writing bythe Contracting Officer.

 

(i) In the event theGovernment does not designate time(s)and place(s)sufficient for performance ofthe total quantity of engineering services set forth in the Schedule within theperiod(s)provided therefor, those services not furnished shall be deemed to beterminated for the convenience of the Government at no cost to theGovernment.  Such

 

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termination shall beevidenced by a written document signed by the Contracting Officer and mailed orotherwise furnished to the contractor.

 

SUPPORT FOR ENGINEERINGSERVICES (NAVSEA) (JUN 1992)

 

(a)  The Contractorshall be reimbursed for its reasonable actual subsistence and transportationcosts incurred in the performance of the related engineering services item(s) inaccordance with FAR 31.205-46.  The coststo be reimbursed shall be those costs accepted by the cognizant DCAA.

 

(b)  Overtime shallbe performed as required by the using activity and to the extent authorized bythe applicable NAVSEA/DRPM/PEO code identified in Section C underEngineering Services.

 

(c)  The maximumliability of the Government for each support item shall not exceed theestimated amount set forth in the Schedule. If, at any time, the Contractor has reason to believe that the costs itexpects to incur in the performance of each support item in the next succeedingsixty (60) days, when added to all costs previously incurred, will exceedseventy-five percent (75%) of the amount then set forth in the Schedule; or if,at any time, the Contractor has reason to believe that the costs to theGovernment for the full performance of each support item will be greater thanor substantially less than the amount set forth in the Schedule, the Contractorshall notify the Contracting Officer in writing, giving its revised estimate ofsuch costs for the performance of said item. The Contracting Officer may, upon receipt of such notice or whenever theContracting Officer considers it necessary, increase or further increase thetotal estimated amount for the performance of each support item.  When and to the extent the estimated amountfor a support item has been so increased, any amounts expended or incurred bythe Contractor for performance in excess of the estimated amount therefor priorto the increase, shall be paid or reimbursed to the same extent as if expendedor incurred after the increase.

 

COMPUTER SOFTWARE AND/ORCOMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED FROM THE GOVERNMENT(NAVSEA) (APR 2004)

 

(a)                                  The Contractor agrees to test for virusesall computer software and/or computer databases, as defined in the clauseentitled “RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTERSOFTWARE DOCUMENTATION” (DFARS 252.227-7014), before delivery of that computersoftware or computer database in whatever media and on whatever system thesoftware is delivered.  The Contractorwarrants that any such computer software and/or computer database will be freeof viruses when delivered.

 

(b)                                 The Contractor agrees to test anycomputer software and/or computer database(s) received from the Governmentfor viruses prior to use under this contract.

 

(c)                                  Unless otherwise agreed in writing, anylicense agreement governing the use of any computer software to be delivered asa result of this contract must be paid-up and perpetual, or so nearly perpetualas to allow the use of the computer software or computer data base with theequipment for which it is obtained, or any replacement equipment, for so longas such equipment is used.  Otherwise thecomputer software or computer database does not meet the minimum functionalrequirements of this contract. In the event that there is any routine todisable the computer software or computer database after the software isdeveloped for or delivered to the Government, that routine shall not disablethe computer software or computer database until at least twenty-five calendaryears after the delivery date of the affected computer software or computerdatabase to the Government.

 

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(d)                                 No copy protection devices or systemsshall be used in any computer software or computer database delivered underthis contract to restrict or limit the Government from making copies.  This does not prohibit license agreementsfrom specifying the maximum amount of copies that can be made.

 

(e)                                  Delivery by the Contractor to theGovernment of certain technical data and other data is now frequently requiredin digital form rather than as hard copy. Such delivery may cause confusion between data rights and computersoftware rights.  It is agreed that, tothe extent that any such data is computer software by virtue of its delivery indigital form, the Government will be licensed to use that digital-form withexactly the same rights and limitations as if the data had been delivered ashard copy.

 

(f)                                    Any limited rights legends or otherallowed legends placed by a Contractor on technical data or other datadelivered in digital form shall be digitally included on the same media as thedigital-form data and must be associated with the corresponding digital-formtechnical data to which the legends apply to the extent possible.  Such legends shall also be placed in humanreadable form on a visible surface of the media carrying the digital-form dataas delivered, to the extent possible.

 

CONTRACTOR’S PROPOSAL(NAVSEA) (MAR 2001)

 

(a)  Performance ofthis contract by the Contractor shall be conducted and performed in accordancewith detailed obligations to which the Contractor committed itself in Proposal entitled, “FLYWHEEL ENERGY STORAGE IN SUPPORT OF NAVALINTEGRATED POWER SYSTEMS” dated May 1,2008 in response to NAVSEA Solicitation No. N00024-05-R-4201.

 

(b)  The technicalvolume(s) of the Contractor’s proposal is incorporated by reference andhereby made subject to the provisions of the “ORDER OF PRECEDENCE” (FAR52.215-8) clause of this contract.  Underthe “ORDER OF PRECEDENCE” clause, the technical volume of the Contractor’sproposal referenced herein is hereby designated as item (f) of the clause,following “the specification” in the order of precedence.

 

INFORMATION AND DATAFURNISHED BY THE GOVERNMENT - ALTERNATE II (NAVSEA) (JAN 2008)

 

(a)  NAVSEA Form 4340/2or Schedule C, as applicable, Government Furnished Information, attachedhereto, incorporates by listing or specific reference, all the data orinformation which the Government has provided or will provide to the Contractorexcept for -

 

(1)  The specifications set forth in Section C,and

 

(2)  Government specifications, includingdrawings and other Government technical documentation which are referenceddirectly or indirectly in the specifications set forth in Section C andwhich are applicable to this contract as specifications, and which aregenerally available and provided to Contractors or prospective Contractors uponproper request, such as Federal or Military Specifications, and StandardDrawings, etc.

 

(b)  Except for thespecifications referred to in subparagraphs (a)(1) and (2) above, theGovernment will not be obligated to provide to the Contractor anyspecification, drawing, technical documentation or other publication which isnot listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C,as applicable, notwithstanding anything to the contrary in the specifications,the publications listed or specifically referenced in NAVSEA Form 4340/2or Schedule C, as applicable, the clause entitled “GOVERNMENT PROPERTY” (FAR

 

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52.245-1) or “GOVERNMENTPROPERTY INSTALLATION OPERATION  SERVICES“ (FAR 52.245-2), as applicable, as applicable, or any other term or conditionof this contract.

 

(c)(1)  TheContracting Officer may at any time by written order:

 

(i)    delete, supersede, or revise, in whole orin part, data listed or specifically referenced in NAVSEA Form 4340/2 orSchedule C, as applicable; or

 

(ii)   add items of data or information toNAVSEA Form 4340/2 or Schedule C, as applicable; or

 

(iii)  establish or revise due dates for itemsof data or information in NAVSEA Form 4340/2 or Schedule C, as applicable.

 

(2)  If any action taken by the ContractingOfficer pursuant to subparagraph (c)(1) immediately above causes anincrease or decrease in the costs of, or the time required for, performance ofany part of the work under this contract, the contractor may be entitled to anequitable adjustment in the contract amount and delivery schedule in accordancewith the procedures provided for in the “CHANGES” clause of this contract.

 

USE OF NAVY SUPPORTCONTRACTORS FOR OFFICIAL CONTRACT FILES (NAVSEA) (APR 2004)

 

(a) NAVSEA may usea file room management support contractor, hereinafter referred to as “thesupport contractor”, to manage its file room, in which all officialcontract files, including the official file supporting this procurement,are retained.  These official files may contain information that isconsidered a trade secret, proprietary, business sensitive or otherwiseprotected pursuant to law or regulation, hereinafter referred to as “protectedinformation”.  File room management services consist of any of thefollowing: secretarial or clerical support; data entry; document reproduction,scanning, imaging, or destruction; operation, management, or maintenance ofpaper-based or electronic mail rooms, file rooms, or libraries; and supervisionin connection with functions listed herein.

 

(b) The cognizantContracting Officer will ensure that any NAVSEA contract under whichthese file room management services are acquired will contain arequirement that:

 

(1) The supportcontractor not disclose any information;

 

(2) Individualemployees are to be instructed by the support contractor regarding thesensitivity of the official contract files;

 

(3) The supportcontractor performing these services be barred from providing anyother supplies and/or services, or competing to do so, to NAVSEA for the periodof performance of its contract and for an additional three yearsthereafter unless otherwise provided by law or regulation; and,

 

(4) In addition toany other rights the contractor may have, it is a third party beneficiary whohas the right of direct action against the support contractor, or any person towhom the support contractor has released or disclosed protected information,for the unauthorized duplication, release, or disclosure of such protectedinformation.

 

(c) Execution ofthis contract by the contractor is considered consent to NAVSEA’s permittingaccess to any information, irrespective of restrictive markings or the natureof the information submitted, by its file room management support contractorfor the limited purpose of executing its file room supportcontract responsibilities.

 

(d) NAVSEA may,without further notice, enter into contracts with other contractors forthese services.  Contractors are free toenter into separate non-disclosure agreements with the file roomcontractor.  (Please contact Director, E

 

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Business Division forcontractor specifics.)  However, any such agreement will not be considereda prerequisite before information submitted is stored in the file room orotherwise encumber the government.

 

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Section D - Packaging and Marking

 

CLAUSES INCORPORATED BY FULL TEXT

 

All unclassified datashall be prepared for shipment in accordance with best commercial practice.

 

Classified reports, data,and documentation shall be prepared for shipment in accordance with NationalIndustrial Security Program Operating Manual (NISPOM), DOD 5220.22-M dated 28 February 2006.

 

CLAUSES INCORPORATED BY FULL TEXT

 

Item(s) 0001- The supplies furnished hereunder shall be packaged in accordance with bestcommercial practice.

 

MARKING OF REPORTS(NAVSEA) (SEP 1990)

 

All reports delivered bythe Contractor to the Government under this contract shall prominently show onthe cover of the report:

 

(1) name and business address of the Contractor

 

(2)  contract number

 

(3)  contract dollar amount

 

(4)  whether the contract was competitively ornon-competitively awarded

 
| (5) sponsor: | JOSEPH TANNENBAUM                 |
|-------------------|-----------------------------------|
|              | (Name of Individual  Sponsor)     |
|              | NAVSEA PMS-320                    |
|              | (Name of Requiring  Activity)     |
|              | WASHINGTON NAVY YARD,  D.C. 20376 |
|              | (City and State)                  |

 

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Section E - Inspection and Acceptance

 

CLAUSES INCORPORATED BY REFERENCE

 
| 52.246-3  | Inspection Of  Supplies Cost-Reimbursement                 | MAY 2001 |   |
|-----------|------------------------------------------------------------|---------------|--------|
| 52.246-5  | Inspection Of  Services Cost-Reimbursement                 | APR 1984      |   |
| 52.246-8  | Inspection Of  Research And Development Cost Reimbursement | MAY 2001 |   |
| 52.246-16 | Responsibility  For Supplies                               | APR 1984      |   |

 

CLAUSES INCORPORATED BY FULL TEXT

 

Item(s) 0001 -Inspection and acceptance shall be made by the Contracting Officer’sRepresentative (COR) or a designated representative of the Government.

 

Item 0002-  Inspection and acceptance of all data shall beas specified on the attached Contract Data Requirements List(s), DD Form 1423.

 

Item(s) 0003 - Acceptance shall be made by thecognizant ACO upon receipt of a copy of the authorization for services and theoriginal certification of performance.

 

Item(s) 0001- Acceptance shall be made by the cognizant ACO upon receipt of a copy of theauthorization for services and the original certification of performance.

 

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Section F - Deliveries or Performance

 

CLAUSES INCORPORATED BY REFERENCE

 
| 52.242-15       | Stop-Work Order                                 | AUG 1989 |   |
|-----------------|-------------------------------------------------|----------|--------|
| 52.242-15 Alt I | Stop-Work Order  (Aug 1989) -  Alternate I | APR 1984 |   |
| 52.247-34       | F.O.B.  Destination                             | NOV 1991 |   |

 

CLAUSES INCORPORATED BY FULL TEXT

 

The Contractor shallperform the work described in SECTION C, at the level of effort specifiedin SECTION B, as follows:

 
| **ITEM(S)** | ** ** | **FROM**      | ** ** | **TO**                 |
|-------------|------------|---------------|------------|------------------------|
|        |       |          |       |                   |
| 0001        |       | Date of award |       | 12 Months after award  |
| 000101      |       | Date of award |       | 30 September 2009 |
| 0003        |       | Date of award |       | 36 Months after award  |
| 0004        |       | Date of award |       | 36 Months after award  |

 

All data to be furnishedunder this contract shall be delivered prepaid to the destination(s) andat the time(s) specified on the Contract Data Requirements List(s), DD Form 1423.

 

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Section G - Contract Administration Data

 

CLAUSES INCORPORATED BY FULL TEXT

 

CONTRACT ADMINISTRATIONDATA

 

Enter below the address(street and number, city, county, state and zip code) of the Contractor’sfacility which will administer the contract if such address is different fromthe address shown on the SF 26 or SF 33, as applicable.

 

CLAUSES INCORPORATED BY FULL TEXT

 

| **CONTRACTING OFFICER’S** | COMMANDER                                  |
|--------------------------------|--------------------------------------------|
| **REPRESENTATIVE:**            | ATTN: Joseph Tannenbaum                    |
|                           | NAVAL SEA SYSTEMS  COMMAND PMS 320         |
|                           | 1333 ISAAC HULL AVENUE  SE STOP 2203       |
|                           | WASHINGTON NAVY YARD DC  20376 -2203       |
|                           | Telephone  No. 202/781-2629           |
|                           | Fax  No. 202/781-4778                 |
|                           | Email Address:  joseph.tannenbaum@navy.mil |

 

The Contractor shallforward a copy of all invoices to the Contracting Officer’s Representative.

 

| **PURCHASING OFFICE** | COMMANDER                               |
|-----------------------|-----------------------------------------|
| **REPRESENTATIVE:**   | ATTN: Timothy A.  Starker               |
|                  | NAVAL SEA SYSTEMS  COMMAND              |
|                  | 1333 ISAAC HULL AVENUE  SE STOP         |
|                  | WASHINGTON NAVY YARD DC  20376          |
|                  | Telephone  No. 202/781-3944        |
|                  | Fax No. 202/781-4637               |
|                  | Email Address: timothy.starker@navy.mil |

 

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Section H - Special Contract Requirements

 

CLAUSES INCORPORATED BY FULL TEXT

 

NAVSEA 5252.202-9101ADDITIONAL DEFINITIONS (MAY 1993)

 

As used throughout thiscontract, the following terms shall have the meanings set forth below:

 

(a) DEPARTMENT   means the Department of the Navy.

 

(b) REFERENCES TOTHE FEDERAL ACQUISITION REGULATION (FAR)  All references to the FAR in this contract shall be deemed to alsoreference the appropriate sections of the Defense FAR Supplement (DFARS),unless clearly indicated otherwise.

 

(c) REFERENCES TOARMED SERVICES PROCUREMENT REGULATION OR DEFENSE ACQUISITION REGULATION   All references in this document to eitherthe Armed Services Procurement Regulation (ASPR) or the Defense AcquisitionRegulation (DAR) shall be deemed to be references to the appropriate sectionsof the FAR/DFARS.

 

(d) NATIONAL STOCKNUMBERS   Whenever the term Federal ItemIdentification Number and its acronym FIIN or the term Federal Stock Number andits acronym FSN appear in the contract, order or their cited specifications andstandards, the terms and acronyms shall be interpreted as National ItemIdentification Number (NIIN) and National Stock Number (NSN) respectively whichshall be defined as follows:

 

(1)  National ItemIdentification Number (NIIN).  The numberassigned to each approved Item Identification under the Federal CatalogingProgram.  It consists of nine numericcharacters, the first two of which are the National Codification Bureau (NCB)Code.  The remaining positions consist ofa seven digit non significant number.

 

(2)  National StockNumber (NSN).  The National Stock Number(NSN) for an item of supply consists of the applicable four position FederalSupply Class (FSC) plus the applicable nine position NIIN assigned to theitem of supply.

 

CLAUSES INCORPORATED BY FULL TEXT

 

5252.216-9122  LEVEL OF EFFORT (DEC 2000)

 

(a)  The Contractoragrees to provide the total level of effort specified in the next sentence inperformance of the work described in Sections B and C of this contract.  The total level of effort for the performanceof this contract shall be 10,000 total man-hours of direct labor,including subcontractor direct labor for those subcontractors specificallyidentified in the Contractor’s proposal as having hours included in theproposed level of effort.

 

(b)  Of the totalman-hours of direct labor set forth above, it is estimated that 0(Offeror to fill-in) man-hours are uncompensated effort.

 

Uncompensated effort isdefined as hours provided by personnel in excess of 40 hours per week withoutadditional compensation for such excess work. All other effort is defined as compensated effort.  If no effort is indicated in the firstsentence of this paragraph, uncompensated effort performed by the Contractorshall not be counted in fulfillment of the level of effort obligations underthis contract.

 

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(c)  Effortperformed in fulfilling the total level of effort obligations specified aboveshall only include effort performed in direct support of this contractand shall not include time and effort expended on such things as (local travelto and from an employee’s usual work location), uncompensated effort while ontravel status, truncated lunch periods, work (actual or inferred) at anemployee’s residence or other non-work locations (except as provided inparagraph (j) below), or other time and effort which does not have aspecific and direct contribution to the tasks described in Sections B and C.

 

(d)  The level ofeffort for this contract shall be expended at an average rate of approximately  hoursper week.  It is understood and agreedthat the rate of man-hours per month may fluctuate in pursuit of the technicalobjective, provided such fluctuation does not result in the use of the totalman-hours of effort prior to the expiration of the term hereof, except asprovided in the following paragraph.

 

(e)  If, during theterm hereof, the Contractor finds it necessary to accelerate the expenditure ofdirect labor to such an extent that the total man-hours of effort specifiedabove would be used prior to the expiration of the term, the Contractor shallnotify the Contracting Officer in writing setting forth the accelerationrequired, the probable benefits which would result, and an offer to undertakethe acceleration at no increase in the estimated cost or fee together with anoffer, setting forth a proposed level of effort, cost breakdown, and proposedfee, for continuation of the work until expiration of the term hereof.  The offer shall provide that the workproposed will be subject to the terms and conditions of this contract and anyadditions or changes required by then current law, regulations, or directives,and that the offer, with a written notice of acceptance by the ContractingOfficer, shall constitute a binding contract. The Contractor shall not accelerate any effort until receipt of suchwritten approval by the Contracting Officer. Any agreement to accelerate will be formalized by contract modification.

 

(f)  The ContractingOfficer may, by written order, direct the Contractor to accelerate theexpenditure of direct labor such that the total man-hours of effort specifiedin paragraph (a) above would be used prior to the expiration of the term.  This order shall specify the accelerationrequired and the resulting revised term. The Contractor shall acknowledge this order within five days of receipt.

 

(g)  If the totallevel of effort specified in paragraph (a) above is not provided by the Contractorduring the period of this contract, the Contracting Officer, at its solediscretion, shall either (i) reduce the fee of this contract as follows:

 

| Fee Reduction = Fee (Required  LOE - Expended LOE) |
|----------------------------------------------------|
|                                               | Required LOE |   |

 

or (ii) subject tothe provisions of the clause of this contract entitled “LIMITATION OF COST”(FAR 52.232-20) or “LIMITATION OF COST (FACILITIES)” (FAR 52.232-21), asapplicable, require the Contractor to continue to perform the work until thetotal number of man-hours of direct labor specified in paragraph (a) aboveshall have been expended, at no increase in the fee of this contract.

 

(h)  The Contractorshall provide and maintain an accounting system, acceptable to theAdministrative Contracting Officer and the Defense Contract Audit Agency(DCAA), which collects costs incurred and effort (compensated anduncompensated, if any) provided in fulfillment of the level of effortobligations of this contract.  TheContractor shall indicate on each invoice the total level of effort claimed duringthe period covered by the invoice, separately identifying compensated effortand uncompensated effort, if any.

 

(i)  Within 45 daysafter completion of the work under each separately identified period ofperformance hereunder, the Contractor shall submit the following information inwriting to the Contracting Officer with copies to the cognizant ContractAdministration Office and to the DCAA office to which vouchers aresubmitted:  (1) the total number ofman-hours of direct labor expended during the applicable period; (2) abreakdown of this total showing the number of man-hours expended in each directlabor classification and associated direct and indirect costs; (3) abreakdown of other costs incurred; and (4) the Contractor’s estimate ofthe total allowable cost incurred under the contract for the period.  Within 45 days after completion of the workunder the contract, the Contractor shall submit, in addition, in the case of acost underrun; (5) the amount by which the estimated cost of this contractmay be 

 

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reduced to recover excessfunds and, in the case of an underrun in hours specified as the total level ofeffort; and (6) a calculation of the appropriate fee reduction inaccordance with this clause.  Allsubmissions shall include subcontractor information.

 

(j) Unless theContracting Officer determines that alternative worksite arrangements aredetrimental to contract performance, the Contractor may perform up to 10% ofthe hours at an alternative worksite, provided the Contractor has acompany-approved alternative worksite plan. The primary worksite is the traditional “main office” worksite. Analternative worksite means an employee’s residence or a telecommutingcenter.  A telecommuting center is ageographically convenient office setting as an alternative to an employee’smain office. The Government reserves the right to review the Contractor’salternative worksite plan. In the event performance becomes unacceptable, theContractor will be prohibited from counting the hours performed at thealternative worksite in fulfilling the total level of effort obligations of thecontract. Regardless of work location, all contract terms and conditions,including security requirements and labor laws, remain in effect.  The Government shall not incur any additionalcost nor provide additional equipment for contract performance as a result ofthe Contractor’s election to implement an alternative worksite plan.

 

(k) Notwithstandingany of the provisions in the above paragraphs, the Contractor may furnishman-hours up to five percent in excess of the total man-hours specified inparagraph (a) above, provided that the additional effort is furnishedwithin the term hereof, and provided further that no increase in the estimatedcost or fee is required.

 

NAVSEA 5252.227-9113  GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM(OCT 2006)

 

(a) The Contractorshall participate in the appropriate interchange of the Government-IndustryData Exchange Program (GIDEP) in accordance with NAVSEA S0300-BU-GYD-010 dated November 1994.  Data entered is retained by the program andprovided to qualified participants. Compliance with this requirement shall not relieve the Contractor fromcomplying with any other requirement of the contract.

 

(b) The Contractoragrees to insert paragraph (a) of this requirement in any subcontracthereunder exceeding $500,000.00.  When soinserted, the word “Contractor” shall be changed to “Subcontractor”.

 

(c) 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

 

5252.232-9104  ALLOTMENT OF FUNDS (JAN 2008)

 

(a)  This contractis incrementally funded with respect to both cost and fee.  The amount(s) presently available andallotted to this contract for payment of fee for incrementally funded contractline item number/contract subline item number (CLIN/SLIN), subject to theclause entitled “FIXED FEE” (FAR

 

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52.216-8) or “INCENTIVEFEE” (FAR 52.216-10), as appropriate, is specified below.  The amount(s) presently available andallotted to this contract for 

 

payment of cost forincrementally funded CLINs/SLINs is set forth below.  As provided in the clause of this contractentitled “LIMITATION OF FUNDS” (FAR 52.232-22), the CLINs/SLINs coveredthereby, and the period of performance for which it is estimated the allottedamount(s) will cover are as follows:

 
| ** **  | ** ** | ** **           | ** ** | ** **           | ** ** | **ESTIMATED**              | ** ** |
|-------------|------------|----------------------|------------|----------------------|------------|----------------------------|------------|
| **ITEM(S)** | ** ** | **ALLOTED  TO COST** | ** ** | **ALLOTTED  TO FEE** | ** ** | **PERIOD  OF PERFORMANCE** | ** ** |
| 000101      |       | $                    | 458,716    |                 | $          | 41,284                     |       | September 30, 2009 |   |
|             |            |                      |            |                      |            |                            |            |  |  |

 

(b)  The partiescontemplate that the Government will allot additional amounts to this contractfrom time to time for the incrementally funded CLINs/SLINs by unilateralcontract modification, and any such modification shall state separately theamount(s) allotted for cost, the amount(s) allotted for fee, theCLINs/SLINs covered thereby, and the period of performance which the amount(s) areexpected to cover.

 

(c)  CLINs/SLINs       are fullyfunded and performance under these CLINs/SLINs is subject to the clause of thiscontract entitled “LIMITATION OF COST” (FAR 52.232-20).

 

(d)  The Contractorshall segregate costs for the performance of incrementally funded CLINs/SLINsfrom the costs of performance of fully funded CLINs/SLINs.

 

NAVSEA 5252.242-9115 TECHNICALINSTRUCTIONS (APR 1999)

 

(a)  Performance ofthe work hereunder may be subject to written technical instructions signed bythe Contracting Officer’s Representative specified in Section G of thiscontract.  As used herein, technicalinstructions are defined to include the following:

 

(1)  Directions tothe Contractor which suggest pursuit of certain lines of inquiry, shift workemphasis, fill in details or otherwise serve to accomplish the contractualstatement of work.

 

(2)  Guidelines tothe Contractor which assist in the interpretation of drawings, specificationsor technical portions of work description.

 

(b)  Technical instructionsmust be within the general scope of work stated in the contract.  Technical instructions may not be usedto:  (1) assign additional workunder the contract; (2) direct a change as defined in the “CHANGES” clauseof this contract; (3) increase or decrease the contract price or estimatedcontract amount (including fee), as applicable, the level of effort, or thetime required for contract performance; or (4) change any of the terms,conditions or specifications of the contract.

 

(c)  If, in the opinionof the Contractor, any technical instruction calls for effort outside the scopeof the contract or is inconsistent with this requirement, the Contractor shallnotify the Contracting Officer in writing within ten (10) working daysafter the receipt of any such instruction. The Contractor shall not proceed with the work affected by the technicalinstruction unless and until the Contractor is notified by the ContractingOfficer that the technical instruction is within the scope of this contract.

 

(d)  Nothing in theforegoing paragraph shall be construed to excuse the Contractor from performingthat portion of the contractual work statement which is not affected by thedisputed technical instruction.

 

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NAVSEA 5252.245-9106  FACILITIES TO BE GOVERNMENT FURNISHED(COST-REIMBURSEMENT) (APR 2008)

 

(a)(1)  Theestimated cost and fee, if any, and delivery schedule set forth in thiscontract contemplate the rent free use of the facilities identified inparagraph (b) below and in paragraph (d) (applicable only forresearch and development contracts) if such paragraph (d) is added to thisrequirement.  If the Government limits orterminates the Contractor’s rent free use of said facilities, and such actionaffects the ability of the Contractor to perform this contract in accordancewith its terms and conditions, then an equitable adjustment in the estimatedcost and fee, if any, or delivery schedule, or both, shall be made pursuant tothe clause entitled “CHANGES- COST-REIMBURSEMENT” (FAR 52.243 2), provided,however, that if the limitation or termination is due to failure by theContractor to perform its obligations under this contract, the Contractor shallbe entitled only to such adjustment as the Contracting Officer determines as afact to be appropriate under the circumstances.

 

(2)  For thepurposes of this requirement, facilities means industrial property (other thanmaterial, special tooling, military property, and special test equipment) forproduction, maintenance, research, development, or test, including realproperty and rights therein, buildings, structures, improvements, and plantequipment as defined in FAR Part 45.

 

(b)  The Contractoris authorized to acquire or use the facilities described below upon the priorwritten approval of the cognizant Contract Administration Office, which shalldetermine that such facilities are required to carry out the work provided forby this contract.  Immediately upondelivery of each item of approved facilities to the Contractor’s plant, theContractor shall notify the cognizant Contract Administration Office of thereceipt of such facilities owned by the Government, which shall be made a partof the plant account assigned to the Contractor at that location.

 

DESCRIPTION AND IDENTITYOF FACILITIES

 

(c)(1)  In the eventthat the cumulative total acquisition costs (actual or estimated) of allfacilities provided by the Naval Sea Systems Command to the Contractor at thesame plant or general location (including the facilities to be furnishedhereunder) does not exceed $50,000, such facilities shall be provided to theContractor as Government Property subject to and in accordance with the clauseentitled “GOVERNMENT PROPERTY” (FAR 52.245 1), unless there is in existence afacilities management contract at the same plant or general location.

 

(2)  In the eventthere is in existence a facilities management contract effective at the sameplant or general location, the facilities provided hereunder shall be madesubject to all the terms and conditions of the facilities management contract.

 

(d) In addition tothose items of facilities identified in paragraph (b) above, the followingitems may be required for the complete performance of the work called for bythis contract:

 

ADDITIONAL ITEMS OFFACILITIES

 

Accordingly, the right ofthe parties to agree upon such additional facilities during the term ofperformance of this contract is hereby expressly reserved.  The aggregate total value of facilitiesprovided shall in no case exceed $50,000 at any one plant or general location.

 

29

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Section I - Contract Clauses

 

CLAUSES INCORPORATED BY REFERENCE

 
| 52.202-1        |   | Definitions                                                                                                                     |   | JUL 2004 |
|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------|--------|----------|
| 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                                                                          |   | SEP 2006 |
| 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                                                               |   | SEP 2007 |
| 52.204-2        |   | Security Requirements                                                                                                           |   | AUG 1996 |
| 52.204-4        |   | Printed or Copied Double-Sided on Recycled Paper                                                                                |   | AUG 2000 |
| 52.204-7        |   | Central Contractor Registration                                                                                                 |   | APR 2008 |
| 52.209-6        |   | Protecting the Government’s Interest When  Subcontracting With Contractors Debarred, Suspended, or Proposed for  Debarment |   | SEP 2006 |
| 52.211-5        |   | Material Requirements                                                                                                           |   | AUG 2000 |
| 52.215-2        |   | Audit and Records—Negotiation                                                                                              |   | JUN 1999 |
| 52.215-8        |   | Order of Precedence—Uniform Contract Format                                                                                |   | OCT 1997 |
| 52.215-10       |   | Price Reduction for Defective Cost or Pricing Data                                                                              |   | OCT 1997 |
| 52.215-11       |   | Price Reduction for Defective Cost or Pricing  Data—Modifications                                                          |   | OCT 1997 |
| 52.215-12       |   | Subcontractor Cost or Pricing Data                                                                                              |   | OCT 1997 |
| 52.215-13       |   | Subcontractor Cost or Pricing Data—Modifications                                                                           |   | OCT 1997 |
| 52.215-14       |   | Integrity of Unit Prices                                                                                                        |   | OCT 1997 |
| 52.215-15       |   | Pension Adjustments and Asset Reversions                                                                                        |   | OCT 2004 |
| 52.215-18       |   | Reversion or Adjustment of Plans for Postretirement  Benefits (PRB) Other than Pensions                                         |   | JUL 2005 |
| 52.215-20 Alt I |   | Requirements for Cost or Pricing Data or Information  Other Than Cost or Pricing Data (Oct 1997) - Alternate I                  |   | OCT 1997 |
| 52.216-7        |   | Allowable Cost And Payment                                                                                                      |   | DEC 2002 |
| 52.216-8        |   | Fixed Fee                                                                                                                       |   | MAR 1997 |

 

CLAUSES INCORPORATED BY FULL TEXT

 

52.219-1      SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004)

 

(a)(1) The NorthAmerican Industry Classification System (NAICS) code for this acquisition is          (insertNAICS code).

 

(2) The smallbusiness size standard is          (insertsize standard).

 

(3) The smallbusiness size standard for a concern which submits an offer in its own name,other than on a construction or service contract, but which proposes to furnisha product which it did not itself manufacture, is 500 employees.

 

30

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(b) Representations.(1) The offeror represents as part of its offer that it (  ) is, ( ) is not a small business concern.

 

(2) (Complete onlyif the offeror represented itself as a small business concern in paragraph (b)(1) ofthis provision.) The offeror represents, for general statistical purposes, thatit (  ) is, (  ) is not a small disadvantaged businessconcern as defined in 13 CFR 124.1002.

 

(3) (Complete onlyif the offeror represented itself as a small business concern in paragraph (b)(1) ofthis provision.) The offeror represents as part of its offer that it (  ) is, ( ) is not a women-owned small business concern.

 

(4) (Complete onlyif the offeror represented itself as a small business concern in paragraph (b)(1) ofthis provision.) The offeror represents as part of its offer that it (  ) is, ( ) is not a veteran-owned small business concern.

 

(5) (Complete onlyif the offeror represented itself as a veteran-owned small business concern in paragraph(b)(4) of this provision.) The offeror represents as part of its offerthat it (  ) is, (  ) is not a service-disabled veteran-ownedsmall business concern.

 

(6) (Complete onlyif the offeror represented itself as a small business concern in paragraph (b)(1) ofthis provision.) The offeror represents, as part of its offer, that—

 

(i) It (  ) is, ( ) is not a HUBZone small business concern listed, on the date of thisrepresentation, on the List of Qualified HUBZone Small Business Concernsmaintained by the Small Business Administration, and no material change inownership and control, principal office, or HUBZone employee percentage hasoccurred since it was certified by the Small Business Administration inaccordance with 13 CFR part 126; and

 

(ii) It (  ) is, ( ) is not a joint venture that complies with the requirements of 13 CFRpart 126, and the representation in paragraph (b)(6)(i) of this provisionis accurate for the HUBZone small business concern or concerns that areparticipating in the joint venture. (The offeror shall enter the name or namesof the HUBZone small business concern or concerns that are participating in thejointventure:                        .)Each HUBZone small business concern participating in the joint venture shall submita separate signed copy of the HUBZone representation.

 

(c) Definitions.  As used in this provision—

 

Service-disabledveteran-owned small business concern—

 

(1) Means a smallbusiness concern—

 

(i) Not less than 51percent of which is owned by one or more service-disabled veterans or, in thecase of any publicly owned business, not less than 51 percent of the stock ofwhich is owned by one or more service-disabled veterans; and

 

(ii) The managementand daily business operations of which are controlled by one or moreservice-disabled veterans or, in the case of a service-disabled veteran withpermanent and severe disability, the spouse or permanent caregiver of suchveteran.

 

(2) Service-disabledveteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability thatis service-connected, as defined in 38 U.S.C. 101(16).

 

“Small business concern,”means a concern, including its affiliates, that is independently owned andoperated, not dominant in the field of operation in which it is bidding on Governmentcontracts, and qualified as a small business under the criteria in 13 CFR Part 121and the size standard in paragraph (a) of this provision.

 

Veteran-owned smallbusiness concern means a small business concern—

 

31

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(1) Not less than 51percent of which is owned by one or more veterans (as defined at 38 U.S.C.101(2)) or, in the case of any publicly owned business, not less than 51percent of the stock of which is owned by one or more veterans; and

 

(2) The managementand daily business operations of which are controlled by one or more veterans.

 

“Women-owned smallbusiness concern,” means a small business concern —

 

(1) That is at least51 percent owned by one or more women; in the case of any publicly ownedbusiness, at least 51 percent of the stock of which is owned by one or morewomen; and

 

(2) Whose managementand daily business operations are controlled by one or more women.

 

(d) Notice.

 

(1) If thissolicitation is for supplies and has been set aside, in whole or in part, forsmall business concerns, then the clause in this solicitation providing noticeof the set-aside contains restrictions on the source of the end items to befurnished.

 

(2) Under 15 U.S.C.645(d), any person who misrepresents a firm’s status as a small, HUBZonesmall,  small disadvantaged, orwomen-owned small business concern in order to obtain a contract to be awardedunder the preference programs established pursuant to section 8(a), 8(d), 9, or15 of the Small Business Act or any other provision of Federal law thatspecifically references section 8(d) for a definition of programeligibility, shall—

 

(i) Be punished byimposition of fine, imprisonment, or both;

 

(ii) Be subject toadministrative remedies, including suspension and debarment; and

 

(iii) Be ineligiblefor participation in programs conducted under the authority of the Act.

 

(End of provision)

 

CLAUSES INCORPORATED BYREFERENCE

 
| 52.219-4  |   | Notice of Price  Evaluation Preference for HUBZone Small Business Concerns                                  |   | JUL 2005      |
|-----------|--------|-------------------------------------------------------------------------------------------------------------|--------|---------------|
| 52.219-8  |   | Utilization of  Small Business Concerns                                                                     |   | MAY 2004 |
| 52.219-9  |   | Small Business  Subcontracting Plan                                                                         |   | APR 2008      |
| 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                                                                                               |   | JUN 2003      |
| 52.222-4  |   | Contract Work  Hours and Safety Standards Act - Overtime Compensation                                       |   | JUL 2005      |
| 52.222-19 |   | Child Labor —  Cooperation with Authorities and Remedies                                               |   | FEB 2008      |
| 52.222-21 |   | Prohibition Of  Segregated Facilities                                                                       |   | FEB 1999      |
| 52.222-26 |   | Equal  Opportunity                                                                                          |   | MAR 2007      |
| 52.222-35 |   | Equal  Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and  Other Eligible Veterans |   | SEP 2006      |
| 52.222-36 |   | Affirmative  Action For Workers With Disabilities                                                           |   | JUN 1998      |
| 52.222-37 |   | Employment  Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and Other  Eligible Veterans |   | SEP 2006      |

 

 

32

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| 52.222-50       |   | Combating  Trafficking in Persons                                          |   | AUG 2007      |
|-----------------|--------|----------------------------------------------------------------------------|--------|---------------|
| 52.223-5        |   | Pollution  Prevention and Right-to-Know Information                        |   | AUG 2003      |
| 52.223-6        |   | Drug-Free  Workplace                                                       |   | MAY 2001 |
| 52.223-11       |   | Ozone-Depleting  Substances                                                |   | MAY 2001 |
| 52.223-12       |   | Refrigeration  Equipment and Air Conditioners                              |   | MAY 1995 |
| 52.223-13       |   | Certification of  Toxic Chemical Release Reporting                         |   | AUG 2003      |
| 52.223-14       |   | Toxic Chemical  Release Reporting                                          |   | AUG 2003      |
| 52.225-8        |   | Duty-Free Entry                                                            |   | FEB 2000      |
| 52.225-13       |   | Restrictions on  Certain Foreign Purchases                                 |   | JUN 2008      |
| 52.227-1 Alt I  |   | Authorization  And Consent (Dec 2007) -  Alternate I                  |   | APR 1984      |
| 52.227-10       |   | Filing Of Patent  Applications—Classified Subject Matter              |   | DEC 2007      |
| 52.227-11       |   | Patent  Rights—Ownership By The Contractor                            |   | DEC 2007      |
| 252.227-7017    |   | Identification  and Assertion of Use, Release, or Disclosure Restrictions  |   | JUN 1995      |
| 52.228-5        |   | Insurance - Work  On A Government Installation                             |   | JAN 1997      |
| 52.228-7        |   | Insurance—Liability  To Third Persons                                 |   | MAR 1996      |
| 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                               |   | MAR 2008      |
| 52.232-9        |   | Limitation On  Withholding Of Payments                                     |   | APR 1984      |
| 52.232-17       |   | Interest                                                                   |   | JUN 1996      |
| 52.232-20       |   | Limitation Of  Cost                                                        |   | APR 1984      |
| 52.232-22       |   | Limitation Of  Funds                                                       |   | APR 1984      |
| 52.232-23       |   | Assignment Of  Claims                                                      |   | JAN 1986      |
| 52.232-23 Alt I |   | Assignment of  Claims (Jan 1986) -  Alternate I                       |   | APR 1984      |
| 52.232-25       |   | Prompt Payment                                                             |   | OCT 2003      |
| 52.232-25 Alt I |   | Prompt Payment  (Oct 2008) Alternate I                                     |   | FEB 2002      |
| 52.232-33       |   | Payment by  Electronic Funds Transfer—Central Contractor Registration |   | OCT 2003      |
| 52.233-1        |   | Disputes                                                                   |   | JUL 2002      |
| 52.233-1 Alt I  |   | Disputes (Jul  2002) -  Alternate I                                   |   | DEC 1991      |
| 52.233-3 Alt I  |   | Protest After  Award (Aug 1996) -  Alternate I                        |   | JUN 1985      |
| 52.233-4        |   | Applicable Law  for Breach of Contract Claim                               |   | OCT 2004      |

 

CLAUSES INCORPORATED BY FULLTEXT

 

252.235-7010     Acknowledgment of Support andDisclaimer.  (MAY 1995)

 

(a) The Contractorshall include an acknowledgment of the Government’s support in the publicationof any material based on or developed under this contract, stated in thefollowing terms: This material is based upon work supported by the [name ofcontracting agency(ies)] under Contract No. [Contracting agency(ies)contract number(s)].

 

(b) Allmaterial, except scientific articles or papers published in scientificjournals, must, in addition to any notices or disclaimers by the Contractor,also contain the following disclaimer: Any opinions, findings and conclusionsor recommendations expressed in this material are those of the author(s) anddo not necessarily reflect the views of the [name of contracting agency(ies)].

 

33

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CLAUSES INCORPORATED BY REFERENCE

 
| 52.237-2       |   | Protection Of  Government Buildings, Equipment, And Vegetation  |   | APR 1984      |
|----------------|--------|-----------------------------------------------------------------|--------|---------------|
| 52.237-3       |   | Continuity Of Services                                          |   | JAN 1991      |
| 52.242-1       |   | Notice of Intent to  Disallow Costs                             |   | APR 1984      |
| 52.242-3       |   | Penalties for  Unallowable Costs                                |   | MAY 2001 |
| 52.242-4       |   | Certification of Final  Indirect Costs                          |   | JAN 1997      |
| 52.242-13      |   | Bankruptcy                                                      |   | JUL 1995      |
| 52.243-2 Alt V |   | Changes—Cost-Reimbursement  (Aug 1987) -  Alternate V |   | APR 1984      |
| 52.243-6       |   | Change Order Accounting                                         |   | APR 1984      |
| 52.244-2       |   | Subcontracts                                                    |   | JUN 2007      |
| 52.244-5       |   | Competition In  Subcontracting                                  |   | DEC 1996      |
| 52.244-6       |   | Subcontracts for  Commercial Items                              |   | MAR 2007      |
| 52.245-1       |   | Government Property                                             |   | JUN 2007      |
| 52.245-9       |   | Use And Charges                                                 |   | JUN 2007      |
| 52.246-23      |   | Limitation Of Liability                                         |   | FEB 1997      |
| 52.246-25      |   | Limitation Of  Liability—Services                          |   | FEB 1997      |
| 52.247-68      |   | Report of Shipment  (REPSHIP)                                   |   | FEB 2006      |
| 52.248-1       |   | Value Engineering                                               |   | FEB 2000      |
| 52.249-6       |   | Termination (Cost  Reimbursement)                               |   | MAY 2004 |
| 52.249-14      |   | Excusable Delays                                                |   | APR 1984      |

 

CLAUSES INCORPORATED BY FULL TEXT

 

52.252-2      CLAUSES INCORPORATED BY REFERENCE (FEB1998)

 

This contractincorporates one or more clauses by reference, with the same force and effectas if they were given in full text. Upon request, the Contracting Officer willmake their full text available. Also, the full text of a clause may be accessedelectronically at this/these address(es):

 

FAR athttp://www.arnet.gov/far/  & DFARS at http://www.acq.osd.mil/dp/dars/dfars.html

 

(End of clause)

 

CLAUSES INCORPORATED BY REFERENCE

 
| 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             |      | DEC  2004 |
| 252.204-7000        |                                                    | Disclosure  Of Information                                                                        |      | DEC  1991 |
| 252.204-7003        |                                                    | Control  Of Government Personnel Work Product                                                     |      | APR  1992 |
| 252.204-7004  Alt A | Central  Contractor Registration (52.204-7) Alternate A |                                                                                              | SEP  2007 |
| 252.204-7005        |                                                    | Oral  Attestation of Security Responsibilities                                                    |      | NOV  2001 |
| 252.204-7006        |                                                    | Billing  Instructions                                                                             |      | OCT  2005 |
| 252.205-7000        |                                                    | Provision  Of Information To Cooperative Agreement Holders                                        |      | DEC  1991 |
| 252.209-7004        |                                                    | Subcontracting  With Firms That Are Owned or Controlled By The Government of a Terrorist  Country |      | DEC  2006 |
| 252.211-7000        |                                                    | Acquisition  Streamlining                                                                         |      | DEC  1991 |

 

34

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| 252.211-7007              |   | Item  Unique Identification of Government Property                                                                       |   | SEP  2007     |
|---------------------------|--------|--------------------------------------------------------------------------------------------------------------------------|--------|---------------|
| 252.215-7000              |   | Pricing  Adjustments                                                                                                     |   | DEC  1991     |
| 252.215-7002              |   | Cost  Estimating System Requirements                                                                                     |   | DEC  2006     |
| 252.219-7003              |   | Small  Business Subcontracting Plan (DOD Contracts)                                                                      |   | APR  2007     |
| 252.223-7004              |   | Drug  Free Work Force                                                                                                    |   | SEP  1988     |
| 252.223-7006              |   | Prohibition  On Storage And Disposal Of Toxic And Hazardous Materials                                                    |   | APR  1993     |
| 252.225-7001              |   | Buy  American Act And Balance Of Payments Program                                                                        |   | JUN  2005     |
| 252.225-7002              |   | Qualifying  Country Sources As Subcontractors                                                                            |   | APR  2003     |
| 252.225-7005              |   | Identification  Of Expenditures In The United States                                                                     |   | JUN  2005     |
| 252.225-7006              |   | Quarterly  Reporting of Actual Contract Performance Outside the United States                                            |   | MAY 2007 |
| 252.225-7007              |   | Prohibition  on Acquisition of United States Munitions List Items from Communist Chinese  Military Companies             |   | SEP  2006     |
| 252.225-7012              |   | Preference  For Certain Domestic Commodities                                                                             |   | MAR  2008     |
| 252.225-7013              |   | Duty-Free  Entry                                                                                                         |   | OCT  2006     |
| 252.225-7014              |   | Preference  For Domestic Specialty Metals                                                                                |   | JUN  2005     |
| 252.225-7014  (Dev) Alt I |   | Preference  for Domestic Specialty Metals Alternate I (Deviation 2008-O0002)                                             |   | OCT  2007     |
| 252.225-7016              |   | Restriction  On Acquisition Of Ball and Roller Bearings                                                                  |   | MAR  2006     |
| 252.225-7025              |   | Restriction  on Acquisition of Forgings                                                                                  |   | JUL  2006     |
| 252.225-7030              |   | Restriction  On Acquisition Of Carbon, Alloy, And Armor Steel Plate                                                      |   | DEC  2006     |
| 252.226-7001              |   | Utilization  of Indian Organizations and Indian-Owned Economic Enterprises, and Native  Hawaiian Small Business Concerns |   | SEP  2004     |
| 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     |
| 252.227-7016              |   | Rights  in Bid or Proposal Information                                                                                   |   | JUN  1995     |
| 252.227-7019              |   | Validation  of Asserted Restrictions—Computer Software                                                              |   | JUN  1995     |
| 252.227-7027              |   | Deferred  Ordering Of Technical Data Or Computer Software                                                                |   | APR  1988     |
| 252.227-7030              |   | Technical  Data—Withholding Of Payment                                                                              |   | MAR  2000     |
| 252.227-7037              |   | Validation  of Restrictive Markings on Technical Data                                                                    |   | SEP  1999     |
| 252.227-7039              |   | Patents—Reporting  Of Subject Inventions                                                                            |   | APR  1990     |
| 252.231-7000              |   | Supplemental  Cost Principles                                                                                            |   | DEC  1991     |
| 252.232-7003              |   | Electronic  Submission of Payment Requests and Receiving Reports                                                         |   | MAR  2008     |
| 252.232-7010              |   | Levies  on Contract Payments                                                                                             |   | DEC  2006     |
| 252.235-7010              |   | Acknowledgment  of Support and Disclaimer                                                                                |   | MAY 1995 |
| 252.242-7004              |   | Material  Management And Accounting System                                                                               |   | NOV  2005     |
| 252.243-7002              |   | Requests  for Equitable Adjustment                                                                                       |   | MAR  1998     |
| 252.244-7000              |   | Subcontracts  for Commercial Items and Commercial Components (DoD Contracts)                                             |   | JAN  2007     |
| 252.246-7001              |   | Warranty  Of Data                                                                                                        |   | DEC  1991     |
| 252.246-7003              |   | Notification  of Potential Safety Issues                                                                                 |   | JAN  2007     |
| 252.249-7002              |   | Notification  of Anticipated Program Termination or Reduction                                                            |   | DEC  2006     |

 

35

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CLAUSES INCORPORATED BYFULL TEXT

 

52.215-21      REQUIREMENTS FOR COST OR PRICING DATA ORINFORMATION OTHER THAN COST OR PRICING DATA—MODIFICATIONS (OCT 1997)

 

(a) Exceptions fromcost or pricing data. (1) In lieu of submitting cost or pricing data formodifications under this contract, for price adjustments expected to exceed thethreshold set forth at FAR 15.403-4 on the date of the agreement on price orthe date of the award, whichever is later, the Contractor may submit a writtenrequest for exception by submitting the information described in the followingsubparagraphs. The Contracting Officer may require additional supportinginformation, but only to the extent necessary to determine whether an exceptionshould be granted, and whether the price is fair and reasonable—

 

(i) Identificationof the law or  regulation  establishing the price offered. If the priceis controlled under law by periodic rulings, reviews, or similar actions of agovernmental body, attach a copy of the controlling document, unless it waspreviously submitted to the contracting office.

 

(ii) Information onmodifications of contracts or subcontracts for commercial items. (A) If—

 

(1) The originalcontract or subcontract was granted an exception from cost or pricing datarequirements because the price agreed upon was based on adequate pricecompetition or prices set by law or regulation, or was a contract or subcontract for the  acquisition of a commercial item; and

 

(2) The modification(to the contract or subcontract) is not exempted based on one of theseexceptions, then the Contractor may provide information to establish that themodification would not change the contract or subcontract from a contract orsubcontract for the  acquisition  of a commercial item to a contract orsubcontract for the  acquisition  of an item other than a commercial item.

 

(B) For a commercialitem exception, the Contractor shall provide, at a minimum, information onprices at which the same item or similar items have previously been sold thatis adequate for evaluating the reasonableness of the price of the modification.Such information may include—

 

(1) For catalogitems, a copy of or identification of the catalog and its date, or theappropriate pages for the offered items, or a statement that the catalogis on file in the buying office to which the proposal is  being submitted. Provide a copy or describecurrent discount policies and price lists (published or unpublished), e.g.,wholesale, original equipment manufacturer, or reseller. Also explain the basisof each offered price and its relationship to the established catalog price,including how the proposed price relates to the price of recent sales inquantities similar to the proposed quantities.

 

(2) For market-priceditems, the source and date or period of the market quotation or other basis formarket price, the base amount, and applicable discounts. In addition, describethe nature of the market.

 

(3) For itemsincluded on an active  Federal  Supply Service Multiple Award Schedulecontract, proof that an exception has been granted for the schedule item.

 

(2) The Contractorgrants the Contracting Officer or an authorized representative the right toexamine, at any time before award, books, records, documents, or other directlypertinent records to verify any request for an exception under this clause, andthe reasonableness of price. For items priced using catalog or market prices,or law or  regulation , access does notextend to cost or profit information or other data relevant solely to theContractor’s determination of the prices to be offered in the catalog ormarketplace.

 

(b) Requirements forcost or pricing data. If the Contractor is not granted an exception from therequirement to submit cost or pricing data, the following applies:

 

(1) The Contractorshall submit cost or pricing data and supporting attachments in accordance withTable 15-2 of FAR 15.408.

 

36

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As soon as practicableafter agreement on price, but before award (except for unpriced actions), theContractor shall submit a Certificate of Current Cost or Pricing Data, asprescribed by FAR 15.406-2.

 

(End of clause)

 

CLAUSES INCORPORATED BY FULL TEXT

 

52.222-2      PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

 

(a) The use ofovertime is authorized under this contract if the overtime premium cost doesnot exceed ZERO or the overtime premium is paid for work —

 

(1) Necessary tocope with emergencies such as those resulting from accidents, natural disasters,breakdowns of production equipment, or occasional production bottlenecks of asporadic nature;

 

(2) Byindirect-labor employees such as those performing duties in connection withadministration, protection, transportation, maintenance, standby plantprotection, operation of utilities, or accounting;

 

(3) To performtests, industrial processes, laboratory procedures, loading or unloading oftransportation conveyances, and operations in flight or afloat that arecontinuous in nature and cannot reasonably be interrupted or completedotherwise; or

 

(4) That will resultin lower overall costs to the Government.

 

(b) Any request forestimated overtime premiums that exceeds the amount specified above shallinclude all estimated overtime for contract completion and shall—

 

(1) Identify thework unit; e.g., department or section in which the requested overtime will beused, together with present workload, staffing, and other data of the affectedunit sufficient to permit the Contracting Officer to evaluate the necessity forthe overtime;

 

(2) Demonstrate theeffect that denial of the request will have on the contract delivery orperformance schedule;

 

(3) Identify theextent to which approval of overtime would affect the performance or paymentsin connection with other Government contracts, together with identification ofeach affected contract; and

 

(4) Provide reasonswhy the required work cannot be performed by using multishift operations or byemploying additional personnel.

 

* Insert either “zero” orthe dollar amount agreed to during negotiations. The inserted figure does notapply to the exceptions in paragraph (a)(1) through (a)(4) of theclause.

 

(End of clause)

 

37

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CLAUSES INCORPORATED BY FULL TEXT

 

52.222-39 NOTIFICATION OFEMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004)

 

(a) Definition. Asused in this clause—

 

United States means the50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands,American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

 

(b) Except asprovided in paragraph (e) of this clause, during the term of thiscontract, the Contractor shall post a notice, in the form of a poster,informing employees of their rights concerning union membership and payment ofunion dues and fees, in conspicuous places in and about all its plants andoffices, including all places where notices to employees are customarilyposted. The notice shall include the following information (except that theinformation pertaining to National Labor Relations Board shall not be includedin notices posted in the plants or offices of carriers subject to the RailwayLabor Act, as amended (45 U.S.C. 151-188)).

 

Notice to Employees

 

Under Federal law,employees cannot be required to join a union or maintain membership in a unionin order to retain their jobs. Under certain conditions, the law permits aunion and an employer to enter into a union-security agreement requiringemployees to pay uniform periodic dues and initiation fees. However, employeeswho are not union members can object to the use of their payments for certainpurposes and can only be required to pay their share of union costs relating tocollective bargaining, contract administration, and grievance adjustment.

 

If you do not want to paythat portion of dues or fees used to support activities not related tocollective bargaining, contract administration, or grievance adjustment, youare entitled to an appropriate reduction in your payment. If you believe thatyou have been required to pay dues or fees used in part to support activitiesnot related to collective bargaining, contract administration, or grievanceadjustment, you may be entitled to a refund and to an appropriate reduction infuture payments.

 

For further informationconcerning your rights, you may wish to contact the National Labor RelationsBoard (NLRB) either at one of its Regional offices or at the following addressor toll free number:

 

National Labor RelationsBoard

Division of Information

1099 14th Street, N.W.

Washington, DC 20570

1-866-667-6572

1-866-316-6572 (TTY)

 

To locate the nearestNLRB office, see NLRB’s website at http://www.nlrb.gov.

 

(c) The Contractorshall comply with all provisions of Executive Order 13201 of February 17,2001, and related implementing regulations at 29 CFR part 470, and orders ofthe Secretary of Labor.

 

(d) In the eventthat the Contractor does not comply with any of the requirements set forth inparagraphs (b), (c), or (g), the Secretary may direct that this contract becancelled, terminated, or suspended in whole or in part, and declare theContractor ineligible for further Government contracts in accordance withprocedures at 29 CFR part 470, Subpart B—Compliance Evaluations, ComplaintInvestigations and Enforcement Procedures. Such other sanctions or remedies maybe imposed as are provided by 29 CFR part 470, which implements Executive Order13201, or as are otherwise provided by law.

 

(e) The requirementto post the employee notice in paragraph (b) does not apply to—

 

(1) Contractors andsubcontractors that employ fewer than 15 persons;

 

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(2) Contractorestablishments or construction work sites where no union has been formallyrecognized by the Contractor or certified as the exclusive bargainingrepresentative of the Contractor’s employees;

 

(3) Contractorestablishments or construction work sites located in a jurisdiction named inthe definition of the United States in which the law of that jurisdictionforbids enforcement of union-security agreements;

 

(4) Contractorfacilities where upon the written request of the Contractor, the Department ofLabor Deputy Assistant Secretary for Labor-Management Programs has waived theposting requirements with respect to any of the Contractor’s facilities if theDeputy Assistant Secretary finds that the Contractor has demonstrated that—

 

(i) The facility isin all respects separate and distinct from activities of the Contractor relatedto the performance of a contract; and

 

(ii) Such a waiverwill not interfere with or impede the effectuation of the Executive order; or

 

(5) Work outside theUnited States that does not involve the recruitment or employment of workerswithin the United States.

 

(f) The Departmentof Labor publishes the official employee notice in two variations; one forcontractors covered by the Railway Labor Act and a second for all othercontractors. The Contractor shall—

 

(1) Obtain therequired employee notice poster from the Division of Interpretations and Standards,Office of Labor-Management Standards, U.S. Department of Labor, 200Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or from anyfield office of the Department’s Office of Labor-Management Standards or Officeof Federal Contract Compliance Programs;

 

(2) Download a copyof the poster from the Office of Labor-Management Standards website athttp://www.olms.dol.gov; or

 

(3) Reproduce anduse exact duplicate copies of the Department of Labor’s official poster.

 

(g) The Contractorshall include the substance of this clause in every subcontract or purchaseorder that exceeds the simplified acquisition threshold, entered into inconnection with this contract, unless exempted by the Department of LaborDeputy Assistant Secretary for Labor-Management Programs on account of specialcircumstances in the national interest under authority of 29 CFR 470.3(c). Forindefinite quantity subcontracts, the Contractor shall include the substance ofthis clause if the value of orders in any calendar year of the subcontract isexpected to exceed the simplified acquisition threshold. Pursuant to 29 CFRpart 470, Subpart B—Compliance Evaluations, Complaint Investigations andEnforcement Procedures, the Secretary of Labor may direct the Contractor totake such action in the enforcement of these regulations, including theimposition of sanctions for noncompliance with respect to any such subcontractor purchase order. If the Contractor becomes involved in litigation with asubcontractor or vendor, or is threatened with such involvement, as a result ofsuch direction, the Contractor may request the United States, through theSecretary of Labor, to enter into such litigation to protect the interests ofthe United States.

 

(End of clause)

 

CLAUSES INCORPORATED BYFULL TEXT

 

52.234-1     INDUSTRIAL RESOURCES DEVELOPED UNDERDEFENSE PRODUCTION ACT TITLE III 

(DEC 1994)

 

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(a) Definitions.

 

“Title III industrialresource” means materials, services, processes, or manufacturing equipment(including the processes, technologies, and ancillary services for the use ofsuch equipment) established or maintained under the authority of Title III,Defense Production Act (50 U.S.C. App. 2091-2093)..

 

“Title III projectcontractor” means a contractor that has received assistance for the developmentor manufacture of an industrial resource under 50 U.S.C. App. 2091-2093,Defense Production Act.

 

(b) The Contractorshall refer any request from a Title III project contractor for testing andqualification of a Title III industrial resource to the Contracting Officer.

 

(c) Upon thedirection of the Contracting Officer, the Contractor shall test Title IIIindustrial resources for qualification. The Contractor shall provide the testresults to the Defense Production Act Office, Title III Program, located atWright Patterson Air Force Base, Ohio 45433-7739.

 

(d) When theContracting Officer modifies the contract to direct testing pursuant to thisclause, the Government will provide the Title III industrial resource to betested and will make an equitable adjustment in the contract for the costs oftesting and qualification of the Title III industrial resource.

 

(e) The Contractoragrees to insert the substance of this clause, including paragraph (e), inevery subcontract issued in performance of this contract.

 

(End of clause)

 

52.243-7     NOTIFICATION OF CHANGES (APR 1984)

 

(a) Definitions.

 

“Contracting Officer,” asused in this clause, does not include any representative of the ContractingOfficer.

 

“Specifically authorizedrepresentative (SAR),”  as used in thisclause, means any person the Contracting Officer has so designated by writtennotice (a copy of which shall be provided to the Contractor) which shall referto this subparagraph and shall be issued to the designated representativebefore the SAR exercises such authority.

 

(b) Notice. Theprimary purpose of this clause is to obtain prompt reporting of Governmentconduct that the Contractor considers to constitute a change to thiscontract.  Except for changes identifiedas such in writing and signed by the Contracting Officer, the Contractor shallnotify the Administrative Contracting Officer in writing, within 30calendar days from the date that the Contractor identifies any Governmentconduct (including actions, inactions, and written or oral communications) thatthe Contractor regards as a change to the contract terms and conditions. On thebasis of the most accurate information available to the Contractor, the noticeshall state—

 

(1) The date,nature, and circumstances of the conduct regarded as a change;

 

(2) The name,function, and activity of each Government individual and Contractor official oremployee involved in or knowledgeable about such conduct;

 

(3) Theidentification of any documents and the substance of any oral communicationinvolved in such conduct;

 

(4) In the instanceof alleged acceleration of scheduled performance or delivery, the basis uponwhich it arose;

 

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(5) The particularelements of contract performance for which the Contractor may seek an equitableadjustment under this clause, including—

 

(i) What contract lineitems have been or may be affected by the alleged change;

 

(ii) What labor ormaterials or both have been or may be added, deleted, or wasted by the allegedchange;

 

(iii) To the extentpracticable, what delay and disruption in the manner and sequence ofperformance and effect on continued performance have been or may be caused bythe alleged change;

 

(iv) Whatadjustments to contract price, delivery schedule, and other provisions affectedby the alleged change are estimated; and

 

(6) The Contractor’sestimate of the time by which the Government must respond to the Contractor’snotice to minimize cost, delay or disruption of performance.

 

(c) Continuedperformance.  Following submission of thenotice required by (b) above, the Contractor shall diligently continueperformance of this contract to the maximum extent possible in accordance withits terms and conditions as construed by the Contractor, unless the noticereports a direction of the Contracting Officer or a communication from a SAR ofthe Contracting Officer, in either of which events the Contractor shallcontinue performance; provided, however, that if the Contractor regards thedirection or communication as a change as described in (b) above, noticeshall be given in the manner provided. All directions, communications, interpretations, orders and similaractions of the SAR shall be reduced to writing and copies furnished to theContractor and to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds theauthority of the SAR.

 

(d) Governmentresponse.  The Contracting Officer shallpromptly, within 45 calendar days after receipt of notice, respond tothe notice in writing.  In responding,the Contracting Officer shall either—

 

(1) Confirm that theconduct of which the Contractor gave notice constitutes a change and whennecessary direct the mode of further performance;

 

(2) Countermand anycommunication regarded as a change;

 

(3) Deny that theconduct of which the Contractor gave notice constitutes a change and whennecessary direct the mode of further performance; or

 

(4) In the event theContractor’s notice information is inadequate to make a decision under (1),(2), or (3) above, advise the Contractor what additional information isrequired, and establish the date by which it should be furnished and the datethereafter by which the Government will respond.

 

(e) Equitableadjustments.

 

(1) If theContracting Officer confirms that Government conduct effected a change asalleged by the Contractor, and the conduct causes an increase or decrease inthe Contractor’s cost of, or the time required for, performance of any part ofthe work under this contract, whether changed or not changed by such conduct,an equitable adjustment shall be made—

 

(i) In the contractprice or delivery schedule or both; and

 

(ii) In such otherprovisions of the contract as may be affected.

 

(2) The contractshall be modified in writing accordingly. In the case of drawings, designs or specifications which are defectiveand for which the Government is responsible, the equitable adjustment shallinclude the cost and time 

 

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extension for delayreasonably incurred by the Contractor in attempting to comply with thedefective drawings, designs or specifications before the Contractor identified,or reasonably should have identified, such defect.  When the cost of property made obsolete orexcess as a result of a change confirmed by the Contracting Officer under thisclause is included in the equitable adjustment, the Contracting Officer shallhave the right to prescribe the manner of disposition of the property.  The equitable adjustment shall not includeincreased costs or time extensions for delay resulting from the Contractor’sfailure to provide notice or to continue performance as provided, respectively,in (b) and (c) above.

 

Note:  The phrases “contract price” and “cost”wherever they appear in the clause, may be appropriately modified to apply tocost-reimbursement or incentive contracts, or to combinations thereof.

 

(End of clause)

 

52.244-2      SUBCONTRACTS (JUN 2007)

 

(a) Definitions. Asused in this clause—

 

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

 

Consent to subcontractmeans the Contracting Officer’s written consent for the Contractor to enterinto a particular subcontract.

 

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

 

purchase orders.

 

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

 

(c) 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-hourtype; or

 

(2) Is fixed-price and exceeds—

 

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

 

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

 

(d) If the Contractor has an approved purchasing system, the Contractornevertheless shall obtain the Contracting Officer’s written consent beforeplacing the following subcontracts:

 

N/A

 

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(e)(1) The Contractor shall notify the Contracting Officer reasonablyin advance of placing any subcontract or modification thereof for which consentis required under paragraph (b), (c), or (d) 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 orpricing data and Certificate of Current Cost or Pricing Data, if required byother contract provisions.

 

(vi) The subcontractor’s Disclosure Statement or Certificate relatingto Cost Accounting Standards when such data are required by other provisions ofthis contract.

 

(vii) A negotiation memorandum reflecting—

 

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

 

(B) The most significant considerations controlling establishment ofinitial 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 thesubcontractor’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 thesubcontractor’s cost or pricing data were not accurate, complete, or current;the action taken by the Contractor and the subcontractor; and the effect of anysuch defective data on the total price negotiated;

 

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

 

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

 

(2) The Contractor is not required to notify the Contracting Officerin advance of entering into any subcontract for which consent is not requiredunder paragraph (c), (d), or (e) of this clause.

 

(f) Unless the consent or approval specifically provides otherwise,neither consent by the Contracting Officer to any subcontract nor approval ofthe 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 performingthis contract.

 

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

 

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(h) The Contractor shall give the Contracting Officer immediatewritten notice of any action or suit filed and prompt notice of any claim madeagainst the Contractor by any subcontractor or vendor that, in the opinion ofthe Contractor, may result in litigation related in any way to this contract,with respect to which the Contractor may be entitled to reimbursement from theGovernment.

 

(i) The Government reserves the right to review the Contractor’spurchasing system as set forth in FAR Subpart 44.3.

 

(j) Paragraphs (c) and (e) of this clause do not applyto the following subcontracts, which were evaluated during negotiations:

 

(End of clause)

 

52.244-6     SUBCONTRACTS FOR COMMERCIAL ITEMS (MAR2007)

 

(a) Definitions.

 

“Commercial item”, hasthe meaning contained in Federal Acquisition Regulation 2.101, Definitions.

 

“Subcontract”, includes atransfer of commercial items between divisions, subsidiaries, or affiliates ofthe Contractor or subcontractor at any tier.

 

(b) To the maximumextent practicable, the Contractor shall incorporate, and require itssubcontractors at all tiers to incorporate, commercial items ornondevelopmental items as components of items to be supplied under thiscontract.

 

(c) (1) TheContractor shall insert the following clauses in subcontracts for commercialitems:

 

(i) 52.219-8,Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637(d)(2) and(3)), in all subcontracts that offer further subcontracting opportunities. Ifthe subcontract (except subcontracts to small business concerns) exceeds$550,000 ($1,000,000 for construction of any public facility), thesubcontractor must include 52.219-8 in lower tier subcontracts that offersubcontracting opportunities.

 

(ii) 52.222-26,Equal Opportunity (MAR 2007) (E.O. 11246).

 

(iii) 52.222-35,Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Eraand Other Eligible Veterans  (SEP 2006)(38 U.S.C. 4212(a)).

 

(iv) 52.222-36,Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).

 

(v) 52.222-39,Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC2004) (E.O. 13201). Flow down as required in accordance with paragraph (g) ofFAR clause 52.222-39).

 

(vi) 52.247-64,Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46U.S.C. Appx 1241 and 10 U.S.C. 2631) (flow down required in accordance withparagraph (d) of FAR clause 52.247-64).

 

(2) While notrequired, the Contractor may flow down to subcontracts for commercial items aminimal number of additional clauses necessary to satisfy its contractualobligations.

 

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(d) The Contractorshall include the terms of this clause, including this paragraph (d), insubcontracts awarded under this contract.

 

(End of clause)

 

52.245-1     GOVERNMENT PROPERTY (JUN 2007)

 

(a) Definitions. Asused in this clause—

 

Acquisition cost meansthe cost to acquire a tangible capital asset including the purchase price ofthe asset and costs necessary to prepare the asset for use. Costs necessary toprepare the asset for use include the cost of placing the asset in location andbringing the asset to a condition necessary for normal or expected use.

 

Cannibalize means toremove serviceable parts from one item of equipment in order to install them onanother item of equipment.

 

Contractor-acquiredproperty means property acquired, fabricated, or otherwise provided by theContractor for performing a contract, and to which the Government has title.

 

Contractor inventory means—

 

(1) Any property acquired by and in the possession of a Contractor orsubcontractor under a contract for which title is vested in the Government andwhich exceeds the amounts needed to complete full performance under the entirecontract;

 

(2) Any property that the Government is obligated or has the option totake over under any type of contract, e.g., as a result either of any changesin the specifications or plans thereunder or of the termination of the contract(or subcontract thereunder), before completion of the work, for the convenienceor at the option of the Government; and

 

(3) Government-furnished property that exceeds the amounts needed tocomplete full performance under the entire contract.

 

Contractor's managerial personnel means the Contractor's directors,officers, managers, superintendents, or equivalent representatives who havesupervision or direction of—

 

(1) All or substantially all of the Contractor's business;

 

(2) All or substantially all of the Contractor's operation at any oneplant or separate location; or

 

(3) A separate and complete major industrial operation.

 

Demilitarization means rendering a product unusable for, and notrestorable to, the purpose for which it was designed or is customarily used.

 

Discrepancies incident to shipment means any differences (e.g., countor condition) between the items documented to have been shipped and itemsactually received.

 

Equipment means a tangible asset that is functionally complete for itsintended purpose, durable, nonexpendable, and needed for the performance of acontract. Equipment is not intended for sale, and does not ordinarily lose itsidentity or become a component part of another article when put into use.

 

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Government-furnished property means property in the possession of, ordirectly acquired by, the Government and subsequently furnished to theContractor for performance of a contract.

 

Government property means all property owned or leased by theGovernment. Government property includes both Government-furnished andContractor-acquired property.

 

Material means property that may be consumed or expended during theperformance of a contract, component parts of a higher assembly, or items thatlose their individual identity through incorporation into an end-item. Materialdoes not include equipment, special tooling and special test equipment.

 

Nonseverable means property that cannot be removed after constructionor installation without substantial loss of value or damage to the installedproperty or to the premises where installed.

 

Plant equipment as used in this part, means personal property of acapital nature (including equipment, machine tools, test equipment, furniture,vehicles, and accessory and auxiliary items) for use in manufacturing supplies,in performing services, or for any administrative or general plant purpose. Itdoes not include special tooling or special test equipment.

Precious metals means silver, gold, platinum, palladium, iridium,osmium, rhodium, and ruthenium.

 

Property means all tangible property, both real and personal.

 

Property Administrator means an authorized representative of theContracting Officer appointed in accordance with agency procedures, responsiblefor administering the contract requirements and obligations relating toGovernment property in the possession of a Contractor.

 

Provide means to furnish, as in Government-furnished property, or toacquire, as in contractor-acquired property.

 

Real property means land and rights in land, ground improvements, utilitydistribution systems, and buildings and other structures. It does not includefoundations and other work necessary for installing special tooling, specialtest equipment, or plant equipment.

 

Sensitive property means property potentially dangerous to the publicsafety or security if stolen, lost, or misplaced, or that shall be subject toexceptional physical security, protection, control, and accountability.Examples include weapons, ammunition, explosives, controlled substances,radioactive materials, hazardous materials or wastes, or precious metals.

 

Surplus property means excess personal property not required by anyFederal agency as determined by the Administrator of the General ServicesAdministration (GSA).

 

(b) Property management. (1) The Contractor shall have a system tomanage (control, use, preserve, protect, repair and maintain) Governmentproperty in its possession. The system shall be adequate to satisfy therequirements of this clause. In doing so, the Contractor shall initiate andmaintain the processes, systems, procedures, records, and methodologiesnecessary for effective control of Government property, consistent withvoluntary consensus standards and/or industry-leading practices and standardsfor Government property management except where inconsistent with law orregulation. During the period of performance, the Contractor shall disclose anysignificant changes to their property management system to the PropertyAdministrator prior to implementation.

 

(2) The Contractor's responsibility extends from the initialacquisition and receipt of property, through stewardship, custody, and useuntil formally relieved of responsibility by authorized means, includingdelivery, consumption, expending, disposition, or via a completed investigation,evaluation, and final determination for lost, damaged, destroyed, or stolenproperty. This requirement applies to all Government property under theContractor's accountability, stewardship, possession or control, including itsvendors or subcontractors (see paragraph (f)(1)(v) of this cluase).

 

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(3) The Contractor shall include the requirements of this clause in allsubcontracts under which Government property is acquired or furnished forsubcontract performance.

 

(c) Use of Government property. The Contractor shall use Governmentproperty, either furnished or acquired under this contract, only for performingthis contract, unless otherwise provided for in this contract or approved bythe Contracting Officer. The Contractor shall not modify, cannibalize, or makealterations to Government property unless this contract specifically identifiesthe modifications, alterations or improvements as work to be performed.

 

(d) Government-furnished property. (1) The Government shall deliver tothe Contractor the Government-furnished property described in this contract.The Government shall furnish related data and information needed for theintended use of the property. The warranties of suitability of use and timely deliveryof Government-furnished property do not apply to property acquired orfabricated by the Contractor as contractor-acquired property and subsequentlytransferred to another contract with this Contractor.

 

(2) The delivery and/or performance dates specified in this contractare based upon the expectation that the Government-furnished property will besuitable for contract performance and will be delivered to the Contractor bythe dates stated in the contract.

 

(i) If the property is not delivered to the Contractor by the datesstated in the contract, the Contracting Officer shall, upon the Contractor'stimely written request, consider an equitable adjustment to the contract.

 

(ii) In the event property is received by the Contractor, or forGovernment-furnished property after receipt and installation, in a conditionnot suitable for its intended use, the Contracting Officer shall, upon theContractor's timely written request, advise the Contractor on a course ofaction to remedy the problem. Such action may include repairing, replacing,modifying, returning, or otherwise disposing of the property at theGovernment's expense. Upon completion of the required action(s), theContracting Officer shall consider an equitable adjustment to the contract (seealso paragraph (f)(1)(ii)(A) of this clause).

 

(iii) The Government may, at its option, furnish property in an``as-is'' condition. The Contractor will be given the opportunity to inspectsuch property prior to the property being provided. In such cases, the Governmentmakes no warranty with respect to the serviceability and/or suitability of theproperty for contract performance. Any repairs, replacement, and/orrefurbishment shall be at the Contractor's expense.

 

(3)(i) The Contracting Officer may by written notice, at any time--

 

(A) Increase or decrease the amount of Government-furnished propertyunder this contract;

 

(B) Substitute other Government-furnished property for the propertypreviously furnished, to be furnished, or to be acquired by the Contractor forthe Government under this contract; or

 

(C) Withdraw authority to use property.

 

(ii) Upon completion of any action(s) under aragraph (d)(3)(i) of thisclause, and the Contractor's timely written request, the Contracting Officershall consider an equitable adjustment to the contract.

 

(e) Title to Government property. (1) The Government shall retain titleto all Government-furnished property. Title to Government property shall not beaffected by its incorporation into or attachment to any property not owned bythe Government, nor shall Government property become a fixture or lose itsidentity as personal property by being attached to any real property.

 

(2) Fixed-price contracts. (i) All Government-furnished property andall property acquired by the Contractor, title to which vests in the Governmentunder this paragraph (collectively referred to as ``Government property)'', aresubject to the provisions of this clause.

 

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(ii) Title to each item of equipment, special test equipment andspecial tooling acquired by the Contractor for the Government under thiscontract shall pass to and vest in the Government when its use in performingthis contract commences or when the Government has paid for it, whichever is earlier,whether or not title previously vested in the Government.

 

(iii) If this contract contains a provision directing the Contractor topurchase material for which the Government will reimburse the Contractor as adirect item of cost under this contract--

 

(A) Title to material purchased from a vendor shall pass to and vest inthe Government upon the vendor's delivery of such material; and

 

(B) Title to all other material shall pass to and vest in theGovernment upon--

 

(1) Issuance of the material for use in contract performance;

 

(2) Commencement of processing of the material or its use in contractperformance; or

 

(3) Reimbursement of the cost of the material by the Government,whichever occurs first.

 

(3) Title under Cost-Reimbursement or Time-and-Material Contracts orCost-Reimbursable contract line items under Fixed-Price contracts. (i) Title toall property purchased by the Contractor for which the Contractor is entitledto be reimbursed as a direct item of cost under this contract shall pass to andvest in the Government upon the vendor's delivery of such property.

 

(ii) Title to all other property, the cost of which is reimbursable tothe Contractor, shall pass to and vest in the Government upon--

 

(A) Issuance of the property for use in contract performance;

 

(B) Commencement of processing of the property for use in contractperformance; or

 

(C) Reimbursement of the cost of the property by the Government,whichever occurs first.

 

(iii) All Government-furnished property and all property acquired by theContractor, title to which vests in the Government under this paragraph(e)(3)(iii) (collectively referred to as ``Government property)'', are subjectto the provisions of this clause.

 

(f) Contractor plans and systems. (1) Contractors shall establish andimplement property management plans, systems, and procedures at the contract,program, site or entity level to enable the following outcomes:

 

(i) Acquisition of Property. The Contractor shall document that allproperty was acquired consistent with its engineering, production planning, andmaterial control operations.

 

(ii) Receipt of Government Property. The Contractor shall receiveGovernment property (document the receipt), record the information necessary tomeet the record requirements of paragraph (f)(1)(iii)(A)(1) through (5) of thisclause, identify as Government owned in a manner appropriate to the type ofproperty (e.g., stamp, tag, mark, or other identification), and manage anydiscrepancies incident to shipment.

 

(A) Government-furnished property. The Contractor shall furnish awritten statement to the Property Administrator containing all relevant facts,such as cause or condition and a recommended course(s) of action, if overages,shortages, or damages and/or other discrepancies are discovered upon receipt ofGovernment-furnished property.

 

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(B) Contractor-acquired property. The Contractor shall take all actionsnecessary to adjust for overages, shortages, damage and/or other discrepanciesdiscovered upon receipt, in shipment of Contractor-acquired property from avendor or supplier, so as to ensure the proper allocability and allowability ofassociated costs.

 

(iii) Records of Government property. The Contractor shall create andmaintain records of all Government property accountable to the contract,including Government-furnished and Contractor-acquired property.

 

(A) Property records shall enable a complete, current, auditable recordof all transactions and shall, unless otherwise approved by the PropertyAdministrator, contain the following:

 

(1) The name, part number and description, manufacturer, model number,and National Stock Number (if needed for additional item identificationtracking and/or disposition).

 

(2) Quantity received (or fabricated), issued, and balance-on-hand.

 

(3) Unit acquisition cost.

 

(4) Unique-item identifier or equivalent (if available and necessaryfor individual item tracking).

 

(5) Unit of measure.

 

(6) Accountable contract number or equivalent code designation.

 

(7) Location.

 

(8) Disposition.

 

(9) Posting reference and date of transaction.

 

(10) Date placed in service.

 

(B) Use of a Receipt and Issue System for Government Material. Whenapproved by the Property Administrator, the Contractor may maintain, in lieu offormal property records, a file of appropriately cross-referenced documentsevidencing receipt, issue, and use of material that is issued for immediateconsumption.

 

(iv) Physical inventory. The Contractor shall periodically perform,record, and disclose physical inventory results. A final physical inventoryshall be performed upon contract completion or termination. The PropertyAdministrator may waive this final inventory requirement, depending on thecircumstances (e.g., overall reliability of the Contractor's system or theproperty is to be transferred to a follow-on contract).

 

(v) Subcontractor control. (A) The Contractor shall award subcontractsthat clearly identify assets to be provided and shall ensure appropriate flowdown of contract terms and conditions (e.g., extent of liability for loss,damage, destruction or theft of Government property).

 

(B) The Contractor shall assure its subcontracts are properlyadministered and reviews are periodically performed to determine the adequacyof the subcontractor's property management system.

 

(vi) Reports. The Contractor shall have a process to create and providereports of discrepancies; loss, damage, destruction, or theft; physicalinventory results; audits and self-assessments; corrective actions; and otherproperty related reports as directed by the Contracting Officer.

 

(A) Loss, damage, destruction, or theft. Unless otherwise directed bythe Property Administrator, the Contractor shall investigate and promptlyfurnish a written narrative of all incidents of loss, damage, destruction, ortheft to the property administrator as soon as the facts become known or whenrequested by the Government.

 

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(B) Such reportsshall, at a minimum, contain the following information:

 

(1) Date of incident(if known).

 

(2) The name,commercial description, manufacturer, model number, and National Stock Number(if applicable).

 

(3) Quantity.

 

(4) Unique ItemIdentifier (if available).

 

(5) AccountableContract number.

 

(6) A statementindicating current or future need.

 

(7) Acquisitioncost, or if applicable, estimated scrap proceeds, estimated repair orreplacement costs.

 

(8) All knowninterests in commingled property of which the Government property is a part.

 

(9) Cause andcorrective action taken or to be taken to prevent recurrence.

 

(10) A statementthat the Government will receive any reimbursement covering the loss, damage,destruction, or theft, in the event the Contractor was or will be reimbursed orcompensated.

 

(11) Copies of allsupporting documentation.

 

(12) Last known location.

 

(13) A statement that theproperty did or did not contain sensitive or hazardous material, and if so,that the appropriate

agencies were notified.

 

(vii) Relief ofstewardship responsibility. Unless the contract provides otherwise, theContractor shall be relieved of stewardship responsibility for Governmentproperty when such property is—

 

(A) Consumed orexpended, reasonably and properly, or otherwise accounted for, in theperformance of the contract, including reasonable inventory adjustments ofmaterial as determined by the Property Administrator; or a PropertyAdministrator granted relief of responsibility for loss, damage, destruction ortheft of Government property;

 

(B) Delivered orshipped from the Contractor’s plant, under Government instructions, except whenshipment is to a subcontractor or other location of the Contractor; or

 

(C) Disposed of inaccordance with paragraphs (j) and (k) of this clause.

 

(viii) UtilizingGovernment property. (A) The Contractor shall utilize, consume, move, andstore Government Property only as authorized under this contract. TheContractor shall promptly disclose and report Government property in itspossession that is excess to contract performance.

 

(B) Unless otherwiseauthorized in this contract or by the Property Administrator the Contractorshall not commingle Government property with property not owned by theGovernment.

 

(ix) Maintenance.The Contractor shall properly maintain Government property. The Contractor’smaintenance program shall enable the identification, disclosure, andperformance of normal and routine preventative maintenance

 

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and repair. TheContractor shall disclose and report to the Property Administrator the need forreplacement and/or capital rehabilitation.

 

(x) Propertycloseout. The Contractor shall promptly perform and report to the PropertyAdministrator contract property closeout, to include reporting, investigatingand securing closure of all loss, damage, destruction, or theft cases;physically inventorying all property upon termination or completion of thiscontract; and disposing of items at the time they are determined to be excessto contractual needs.

 

(2) The Contractorshall establish and maintain Government accounting source data, as may berequired by this contract, particularly in the areas of recognition ofacquisitions and dispositions of material and equipment.

 

(3) The Contractorshall establish and maintain procedures necessary to assess its propertymanagement system effectiveness, and shall perform periodic internal reviewsand audits. Significant findings and/or results of such reviews and auditspertaining to Government property shall be made available to the PropertyAdministrator.

 

(g) Systemsanalysis. (1) The Government shall have access to the contractor’spremises and all Government property, at reasonable times, for the purposes ofreviewing, inspecting and evaluating the Contractor’s property management plan,systems, procedures, records, and supporting documentation that pertains toGovernment property.

 

(2) Records ofGovernment property shall be readily available to authorized Governmentpersonnel and shall be safeguarded from tampering or destruction.

 

(3) Should it bedetermined by the Government that the Contractor’s property managementpractices are inadequate or not acceptable for the effective management and/orcontrol of Government property under this contract, and/or present an unduerisk to the Government, the Contractor shall immediately take all necessarycorrective actions as directed by the Property Administrator.

 

(4) The Contractorshall ensure Government access to subcontractor premises, and all Governmentproperty located at subcontractor premises, for the purposes of reviewing,inspecting and evaluating the subcontractor’s property management plan,systems, procedures, records, and supporting documentation that pertains toGovernment property.

 

(h) ContractorLiability for Government Property. (1) Unless otherwise provided for inthe contract, the Contractor shall not be liable for loss, damage, destruction,or theft to the Government property furnished or acquired under this contract,except when any one of the following applies—

 

(i) The risk iscovered by insurance or the Contractor is otherwise reimbursed (to the extentof such insurance or reimbursement). The allowability of insurance costs shallbe determined in accordance with 31.205-19.

 

(ii) The loss,damage, destruction, or theft is the result of willful misconduct or lack ofgood faith on the part of the Contractor’s managerial personnel. Contractor’smanagerial personnel, in this clause, means the Contractor’s directors,officers, managers, superintendents, or equivalent representatives who havesupervision or direction of all or substantially all of the Contractor’sbusiness; all or substantially all of the Contractor’s operation at any oneplant or separate location; or a separate and complete major industrialoperation.

 

(iii) TheContracting Officer has, in writing, revoked the Government’s assumption ofrisk for loss, damage, destruction, or theft, due to a determination underparagraph (g) of this clause that the Contractor’s property managementpractices are inadequate, and/or present an undue risk to the Government, andthe Contractor failed to take timely corrective action. If the Contractor canestablish by clear and convincing evidence that the loss, damage, destruction,or theft of Government property occurred while the Contractor had adequateproperty management practices or the loss, damage, destruction, or theft ofGovernment property did not result from the Contractor’s failure to maintain adequateproperty management practices, the Contractor shall not be held liable.    (2) The Contractor shall take allreasonable actions necessary to protect the Government property from furtherloss, damage,

 

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destruction, or theft.The Contractor shall separate the damaged and undamaged Government property,place all the affected Government property in the best possible order, and takesuch other action as the Property Administrator directs.

 

(3) The Contractorshall do nothing to prejudice the Government’s rights to recover against thirdparties for any loss, damage, destruction, or theft of Government property.

 

(4) Upon the requestof the Contracting Officer, the Contractor shall, at the Government’s expense,furnish to the Government all reasonable assistance and cooperation, includingthe prosecution of suit and the execution of instruments of assignment in favorof the Government in obtaining recovery.

 

(i) Equitableadjustment. Equitable adjustments under this clause shall be made in accordancewith the procedures of the Changes clause. The right to an equitable adjustmentshall be the Contractor’s exclusive remedy and the Government shall not beliable to suit for breach of contract for the following:

 

(1) Any delay indelivery of Government-furnished property.

 

(2) Delivery ofGovernment-furnished property in a condition not suitable for its intended use.

 

(3) An increase,decrease, or substitution of Government-furnished property.

 

(4) Failure to repairor replace Government property for which the Government is responsible.

 

(j) Contractorinventory disposal. Except as otherwise provided for in this contract, theContractor shall not dispose of Contractor inventory until authorized to do soby the Plant Clearance Officer.

 

(1) Scrap to whichthe Government has obtained title under paragraph (e) of this clause. (i) Contractorwith an approved scrap procedure. (A) The Contractor may dispose of scrapresulting from production or testing under this contract without Governmentapproval. However, if the scrap requires demilitarization or is sensitiveproperty, the Contractor shall submit the scrap on an inventory disposalschedule.

 

(B) For scrap fromother than production or testing the Contractor may prepare scrap lists in lieuof inventory disposal schedules (provided such lists are consistent with theapproved scrap procedures), except that inventory disposal schedules shall besubmitted for scrap aircraft or aircraft parts and scrap that—

 

(1) Requires demilitarization;

 

2) Is a classified item;

 

(3) Is generatedfrom classified items;

 

(4) Containshazardous materials or hazardous wastes;

 

(5) Containsprecious metals; or

 

(6) Is dangerous tothe public health, safety, or welfare.

 

(ii) Contractorwithout an approved scrap procedure. The Contractor shall submit an inventorydisposal schedule for all scrap. The Contractor may not dispose of scrapresulting from production or testing under this contract without Governmentapproval.

 

(2) Predisposalrequirements. (i) Once the Contractor determines that Contractor-acquiredproperty is no longer needed for contract performance, the Contractor in thefollowing order of priority—

 

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(A) May contactthe Contracting Officer if use of the property in the performance of otherGovernment contracts is practical;

 

(B) May purchasethe property at the acquisition cost; or

 

(C) Shall makereasonable efforts to return unused property to the appropriate supplier atfair market value (less, if applicable, a reasonable restocking fee that isconsistent with the supplier’s customary practices).

 

(ii) The Contractorshall list, on Standard Form 1428, Inventory Disposal Schedule, propertythat was not used in the performance of other Government contracts underparagraph (j)(2)(i)(A) of this clause, property that was not purchasedunder paragraph (j)(2)(i)(B) of this clause, and property that could notbe returned to a supplier under paragraph (j)(2)(i)(C) of this clause.

 

(3) Inventorydisposal schedules. (i) The Contractor shall use Standard Form 1428,Inventory Disposal Schedule, to identify—

 

(A) Government-furnishedproperty that is no longer required for performance of this contract, providedthe terms of another Government contract do not require the Government tofurnish that property for performance of this contract;

 

(B) Contractor-acquiredproperty, to which the Government has obtained title under paragraph (e) ofthis clause, which is no longer required for performance of that contract; and

 

(C) Terminationinventory.

 

(ii) The Contractormay annotate inventory disposal schedules to identify property the Contractorwishes to purchase from the Government.

 

(iii) Unless thePlant Clearance Officer has agreed otherwise, or the contract requireselectronic submission of inventory disposal schedules, the Contractor shallprepare separate inventory disposal schedules for—

 

(A) Special testequipment with commercial components;

 

(B) Special testequipment without commercial components;

 

(C) Printingequipment;

 

(D) Informationtechnology (e.g., computers, computer components, peripheral equipment, andrelated equipment);

 

(E) Precious metals;

 

(F) Nonnuclearhazardous materials or hazardous wastes; or

 

(G) Nuclearmaterials or nuclear wastes.

 

(iv) The Contractorshall describe the property in sufficient detail to permit an understanding ofits intended use. Property with the same description, condition code, andreporting location may be grouped in a single line item.

 

(4) Submission requirements.The Contractor shall submit inventory disposal schedules to the Plant ClearanceOfficer no later than—

 

(i) 30-daysfollowing the Contractor’s determination that a Government property item is nolonger required for performance of this contract;

 

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(ii) 60 days, orsuch longer period as may be approved by the Plant Clearance Officer, followingcompletion of contract deliveries or performance; or

 

(iii) 120 days, orsuch longer period as may be approved by the Termination Contracting Officerfollowing contract termination in whole or in part.

 

(5) Corrections. ThePlant Clearance Officer may—

 

(i) Reject aschedule for cause (e.g., contains errors, determined to be inaccurate); and

 

(ii) Require theContractor to correct an inventory disposal schedule.

 

(6) Postsubmissionadjustments. The Contractor shall notify the Plant Clearance Officer at least10 working days in advance of its intent to remove an item from an approvedinventory disposal schedule. Upon approval of the Plant Clearance Officer, orupon expiration of the notice period, the Contractor may make the necessaryadjustments to the inventory schedule.

 

(7) Storage. (i) TheContractor shall store the property identified on an inventory disposalschedule pending receipt of disposal instructions. The Government’s failure tofurnish disposal instructions within 120 days following acceptance of aninventory disposal schedule may entitle the Contractor to an equitableadjustment for costs incurred to store such property on or after the 121\st\day.

 

(ii) The Contractorshall obtain the Plant Clearance Officer’s approval to remove Governmentproperty from the premises where the property is currently located prior toreceipt of final disposition instructions. If approval is granted, any costsincurred by the Contractor to transport or store the property shall notincrease the price or fee of any Government contract. The storage facilityshall be appropriate for assuring the property’s physical safety andsuitability for use. Approval does not relieve the Contractor of any liabilityfor such property under this contract.

 

(8) Dispositioninstructions. (i) If the Government does not furnish dispositioninstructions to the Contractor within 45 days following acceptance of a scraplist, the Contractor may dispose of the listed scrap in accordance with theContractor’s approved scrap procedures.

 

(ii) The Contractorshall prepare for shipment, deliver f.o.b. origin, or dispose of Contractorinventory as directed by the Plant Clearance Officer. If not returned to theGovernment, the Contractor shall remove and destroy any markings identifyingthe property as U.S. Government-owned property prior to its disposal.

 

(iii) TheContracting Officer may require the Contractor to demilitarize the propertyprior to shipment or disposal. In such cases, the Contractor may be entitled toan equitable adjustment under paragraph (i) of this clause.

 

(9) Disposalproceeds. As directed by the Contracting Officer, the Contractor shall creditthe net proceeds from the disposal of Contractor inventory to the contract, orto the Treasury of the United States as miscellaneous receipts.

 

(10) Subcontractorinventory disposal schedules. The Contractor shall require its Subcontractorsto submit inventory disposal schedules to the Contractor in accordance with therequirements of paragraph (j)(4) of this clause.

 

(k) Abandonment ofGovernment property. (1) The Government shall not abandon sensitiveGovernment property or termination inventory without the Contractor’s writtenconsent.

 

(2) The Government,upon notice to the Contractor, may abandon any nonsensitive Government propertyin place, at which time all obligations of the Government regarding suchproperty shall cease.

 

(3) The Governmenthas no obligation to restore or rehabilitate the Contractor’s premises underany circumstances; however, if Government—furnished property is withdrawn or isunsuitable for the intended use, or if other 

 

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Government property issubstituted, then the equitable adjustment under paragraph (i) of thisclause may properly include restoration or rehabilitation costs.

 

(l) Communication.All communications under this clause shall be in writing.

 

(m) Contractsoutside the United States. If this contract is to be performed outside of theUnited States and its outlying areas, the words ``Government’’ and``Government-furnished’’ (wherever they appear in this clause) shall beconstrued as ``United States Government’’ and ``United StatesGovernment-furnished,’’ respectively.

 

(End of Clause)

 

52.245-1    GOVERNMENT PROPERTY (JUNE2007) (DEVIATION)

 

(a) **Definitions.**As used in this clause—

 

**“Acquisitioncost”**means the cost to acquire a tangible capital asset includingthe purchase price of the asset and costs necessary to prepare the asset foruse. Costs necessary to prepare the asset for use include the cost of placingthe asset in location and bringing the asset to a condition necessary fornormal or expected use.

 

**“Cannibalize”** means toremove serviceable parts from one item of equipment in order to install them onanother item of equipment.

 

**“Contractor-acquiredproperty”** means property acquired, fabricated, or otherwiseprovided by the Contractor for performing a contract, and to which theGovernment has title.

 

**“Contractorinventory”** means—

 

(1) Any property acquired by and in the possession of a Contractor orsubcontractor under a contract for which title is vested in the Government andwhich exceeds the amounts needed to complete full performance under the entirecontract;

 

(2) Any property that the Government is obligated or has the option totake over under any type of contract, **e.g.**, as a result either of any changesin the specifications or plans thereunder or of the termination of the contract(or subcontract thereunder), before completion of the work, for the convenienceor at the option of the Government; and

 

(3) Government-furnished property that exceeds the amounts needed tocomplete full performance under the entire contract.

 

(4) **“Contractor’s managerialpersonnel”** means the Contractor’s directors, officers,managers, superintendents, or equivalent representatives who have supervisionor direction of—

 

(1) All or substantially all of the Contractor’s business;

 

(2) All or substantially all of the Contractor’s operation at any oneplant or separate location; or

 

(3) A separate and complete major industrial operation.

 

**“Demilitarization”** meansrendering a product unusable for, and not restorable to, the purpose for whichit was designed or is customarily used.

 

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**“Discrepanciesincident to shipment”** means any differences (**e.g.**,count or condition) between the items documented to have been shipped and itemsactually received.

 

**“Equipment”**means a tangible asset that is functionally complete forits intended purpose, durable, nonexpendable, and needed for the performance ofa contract. Equipment is not intended for sale, and does not ordinarily loseits identity or become a component part of another article when put into use.

 

**“Government-furnished** property”means property in the possession of, or directly acquired by, the Governmentand subsequently furnished to the Contractor for performance of a contract.

 

**“Governmentproperty”** means all property owned or leased by theGovernment. Government property includes both Government-furnished andContractor-acquired property.

 

**“Material”** meansproperty that may be consumed or expended during the performance of a contract,component parts of a higher assembly, or items that lose their individualidentity through incorporation into an end-item. Material does not includeequipment, special tooling and special test equipment.

 

**“Nonseverable”** meansproperty that cannot be removed after construction or installation withoutsubstantial loss of value or damage to the installed property or to thepremises where installed.

 

**“Preciousmetals”** means silver, gold, platinum, palladium, iridium,osmium, rhodium, and ruthenium.

 

**“Property”** means alltangible property, both real and personal.

 

**“PropertyAdministrator”** means an authorizedrepresentative of the Contracting Officer appointed in accordance with agencyprocedures, responsible for administering the contract requirements andobligations relating to Government property in the possession of a Contractor.

 

**“Provide”** means tofurnish, as in Government-furnished property, or to acquire, as incontractor-acquired property.

 

**“Realproperty”** means land and rights in land, ground improvements,utility distribution systems, and buildings and other structures. It does notinclude foundations and other work necessary for installing personal property.

 

**“Sensitiveproperty”** means property potentially dangerous to thepublic safety or security if stolen, lost, or misplaced, or that shall besubject to exceptional physical security, protection, control, andaccountability. Examples include weapons, ammunition, explosives, controlledsubstances, radioactive materials, hazardous materials or wastes, or preciousmetals.

 

**“Surplusproperty”** means excess personal property not required byany Federal agency as determined by the Administrator of the General ServicesAdministration (GSA).

 

(b) **Property management.**

 

(1) The Contractor shall have a system to manage (control, use,preserve, protect, repair and maintain) Government property in its possession.The system shall be adequate to satisfy the requirements of this clause. Indoing so, the Contractor shall initiate and maintain the processes, systems,procedures, records, and methodologies necessary for effective control ofGovernment property, consistent with voluntary consensus standards and/orindustry-leading practices and standards for Government property managementexcept where inconsistent with law or regulation. During the period ofperformance, the Contractor shall disclose any significant changes to theirproperty management system to the Property Administrator prior toimplementation.

 

(2) The Contractor’s responsibility extends from the initialacquisition and receipt of property, through stewardship, custody, and useuntil formally relieved of responsibility by authorized means, includingdelivery, consumption, expending, disposition, or via a completedinvestigation, evaluation, and final determination for lost, damaged,

 

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destroyed, or stolen property. This requirement applies to all Governmentproperty under the Contractor’s accountability, stewardship, possession orcontrol, including its vendors or subcontractors (see paragraph (f)(1)(v) ofthis clause).

 

(3) The Contractor shall include the requirements of this clause inall subcontracts under which Government property is acquired or furnished forsubcontract performance.

 

(c) **Useof Government property**. The Contractor shall useGovernment property, either furnished or acquired under this contract, only forperforming this contract, unless otherwise provided for in this contract orapproved by the Contracting Officer. The Contractor shall not modify,cannibalize, or make alterations to Government property unless this contractspecifically identifies the modifications, alterations or improvements as workto be performed.

 

(d) **Government-furnishedproperty*.*

 

(1) The Government shall deliver to the Contractor theGovernment-furnished property described in this contract. The Government shallfurnish related data and information needed for the intended use of theproperty. The warranties of suitability of use and timely delivery of Government-furnishedproperty do not apply to property acquired or fabricated by the Contractor ascontractor-acquired property and subsequently transferred to another contractwith this Contractor.

 

(2) The delivery and/or performance dates specified in this contractare based upon the expectation that the Government-furnished property will besuitable for contract performance and will be delivered to the Contractor bythe dates stated in the contract.

 

(i) If the property is not delivered to the Contractor by the datesstated in the contract, the Contracting Officer shall, upon the Contractor’stimely written request, consider an equitable adjustment to the contract.

 

(ii) In the event property is received by the Contractor, or forGovernment-furnished property after receipt and installation, in a conditionnot suitable for its intended use, the Contracting Officer shall, upon theContractor’s timely written request, advise the Contractor on a course ofaction to remedy the problem. Such action may include repairing, replacing,modifying, returning, or otherwise disposing of the property at the Government’sexpense. Upon completion of the required action(s), the Contracting Officershall consider an equitable adjustment to the contract (see also paragraph(f)(1)(ii)(A) of this clause).

 

(iii) The Government may, at its option, furnish property in an “as-is”condition. The Contractor will be given the opportunity to inspect suchproperty prior to the property being provided. In such cases, the Governmentmakes no warranty with respect to the serviceability and/or suitability of theproperty for contract performance. Any repairs, replacement, and/orrefurbishment shall be at the Contractor’s expense.

 

(3)

(i) The Contracting Officer may by written notice, at any time—

 

(A) Increase or decrease the amount of Government-furnished propertyunder this contract;

 

(B) Substitute other Government-furnished property for the propertypreviously furnished, to be furnished, or to be acquired by the Contractor forthe Government under this contract; or

 

(C) Withdraw authority to use property.

 

(ii) Upon completion of any action(s) under paragraph (d)(3)(i) ofthis clause, and the Contractor’s timely written request, the ContractingOfficer shall consider an equitable adjustment to the contract.

 

(e) **Titleto Government property*.*

 

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(1) The Government shall retain title to all Government-furnishedproperty. Title to Government property shall not be affected by itsincorporation into or attachment to any property not owned by the Government,nor shall Government property become a fixture or lose its identity as personalproperty by being attached to any real property.

 

(2) **Fixed-pricecontracts.**

 

(i) All Government-furnished property and all property acquired by theContractor, title to which vests in the Government under this paragraph(collectively referred to as “Government property”), are subject to theprovisions of this clause.

 

(ii) Title to each item of equipment, special test equipment andspecial tooling acquired by the Contractor for the Government under thiscontract shall pass to and vest in the Government when its use in performingthis contract commences or when the Government has paid for it, whichever isearlier, whether or not title previously vested in the Government.

 

(iii) If this contract contains a provision directing the Contractorto purchase material for which the Government will reimburse the Contractor asa direct item of cost under this contract—

 

(A) Title to material purchased from a vendor shall pass to and vestin the Government upon the vendor’s delivery of such material; and

 

(B) Title to all other material shall pass to and vest in theGovernment upon—

 

(1) Issuance of the material for use in contract performance;

 

(2) Commencement of processing of the material or its use in contractperformance; or

 

(3) Reimbursement of the cost of the material by the Government,whichever occurs first.

 

(4) **Titleunder Cost-Reimbursement or Time-and-Material Contracts or Cost-Reimbursablecontract line items under Fixed-Price contracts***.*

 

(i) Title to all property purchased by the Contractor for which theContractor is entitled to be reimbursed as a direct item of cost under thiscontract shall pass to and vest in the Government upon the vendor’s delivery ofsuch property.

 

(ii) Title to all other property, the cost of which is reimbursable tothe Contractor, shall pass to and vest in the Government upon—

 

(A) Issuance of the property for use in contract performance;

 

(B) Commencement of processing of the property for use in contractperformance; or

 

(C) Reimbursement of the cost of the property by the Government,whichever occurs first.

 

(iii) All Government-furnished property and all property acquired bythe Contractor, title to which vests in the Government under this paragraph(e)(3)(iii) (collectively referred to as “Government property”), aresubject to the provisions of this clause.

 

(f) **Contractorplans and systems**.

 

(1) Contractors shall establish and implement property managementplans, systems, and procedures at the contract, program, site or entity levelto enable the following outcomes:

 

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(i) **Acquisitionof Property*.* The Contractor shall document that allproperty was acquired consistent with its engineering, production planning, andmaterial control operations.

 

(ii) **Receiptof Government Property**. The Contractor shall receiveGovernment property (document the receipt), record the information necessary tomeet the record requirements of paragraph (f)(1)(iii)(A)(1) through (5) ofthis clause, identify as Government owned in a manner appropriate to the typeof property (**e.g.**, stamp, tag, mark, or otheridentification), and manage any discrepancies incident to shipment.

 

(A) **Government-furnishedproperty***.* TheContractor shall furnish a written statement to the Property Administratorcontaining all relevant facts, such as cause or condition and a recommendedcourse(s) of action, if overages, shortages, or damages and/or otherdiscrepancies are discovered upon receipt of Government-furnished property.

 

(B) **Contractor-acquiredproperty***.* TheContractor shall take all actions necessary to adjust for overages, shortages,damage and/or other discrepancies discovered upon receipt, in shipment ofContractor-acquired property from a vendor or supplier, so as to ensure the properallocability and allowability of associated costs.

 

(iii) **Recordsof Government property**. The Contractor shall create andmaintain records of all Government property accountable to the contract,including Government-furnished and Contractor-acquired property.

 

(A) Property records shall enable a complete, current, auditablerecord of all transactions and shall, unless otherwise approved by the PropertyAdministrator, contain the following:

 

(1) The name, part number and description, manufacturer, model number,and National Stock Number (if needed for additional item identificationtracking and/or disposition).

 

(2) Quantity received (or fabricated), issued, and balance-on-hand.

 

(3) Unit acquisition cost.

 

(4) Unique-item identifier or equivalent (if available and necessaryfor individual item tracking).

 

(5) Unit of measure.

 

(6) Accountable contract number or equivalent code designation.

 

(7) Location.

 

(8) Disposition.

 

(9) Posting reference and date of transaction.

 

(10) Date placed in service.

 

(B) **Useof a Receipt and Issue System for Government Material**.When approved by the Property Administrator, the Contractor may maintain, inlieu of formal property records, a file of appropriately cross-referenceddocuments evidencing receipt, issue, and use of material that is issued forimmediate consumption.

 

(iv) **Physicalinventory***.* TheContractor shall periodically perform, record, and disclose physical inventoryresults. A final physical inventory shall be performed upon contract completionor termination. The Property Administrator may waive this final inventoryrequirement, depending on the circumstances (**e.g.**, overall reliabilityof the Contractor’s system or the property is to be transferred to a follow-oncontract).

 

(v) **Subcontractorcontrol***.*

 

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(A) The Contractor shall award subcontracts that clearly identifyassets to be provided and shall ensure appropriate flow down of contract termsand conditions (**e.g.**, extent of liability for loss,damage, destruction or theft of Government property).

 

(B) The Contractor shall assure its subcontracts are properlyadministered and reviews are periodically performed to determine the adequacyof the subcontractor’s property management system.

 

(vi) **Reports**.The Contractor shall have a process to create and provide reports ofdiscrepancies; loss, damage, destruction, or theft; physical inventory results;audits and self-assessments; corrective actions; and other property relatedreports as directed by the Contracting Officer.

 

(A) Loss, damage, destruction, or theft. Unless otherwise directed bythe Property Administrator, the Contractor shall investigate and promptlyfurnish a written narrative of all incidents of loss, damage, destruction, ortheft to the property administrator as soon as the facts become known or whenrequested by the Government.

 

(B) Such reports shall, at a minimum, contain the followinginformation:

 

(1) Date of incident (if known).

 

(2) The name, commercial description, manufacturer, model number, andNational Stock Number (if applicable).

 

(3) Quantity.

 

(4) Unique Item Identifier (if available).

 

(5) Accountable Contract number.

 

(6) A statement indicating current or future need.

 

(7) Acquisition cost, or if applicable, estimated scrap proceeds,estimated repair or replacement costs.

 

(8) All known interests in commingled property of which the Governmentproperty is a part.

 

(9) Cause and corrective action taken or to be taken to preventrecurrence.

 

(10) A statement that the Government will receive any reimbursementcovering the loss, damage, destruction, or theft, in the event the Contractorwas or will be reimbursed or compensated.

 

(11) Copies of all supporting documentation.

 

(12) Last known location.

 

(13) A statement that the property did or did not contain sensitive orhazardous material, and if so, that the appropriate agencies were notified.

 

(vii) **Reliefof stewardship responsibility***.*Unless the contract provides otherwise, the Contractor shall be relieved ofstewardship responsibility for Government property when such property is—

 

(A) Consumed or expended, reasonably and properly, or otherwiseaccounted for, in the performance of the contract, including reasonableinventory adjustments of material as determined by the Property Administrator;or a Property Administrator granted relief of responsibility for loss, damage,destruction or theft of Government property;

 

(B) Delivered or shipped from the Contractor’s plant, under Governmentinstructions, except when shipment is to a subcontractor or other location ofthe Contractor; or

 

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(C) Disposed of in accordance with paragraphs (j) and (k) ofthis clause.

 

(viii) **UtilizingGovernment property***.*

 

(A) The Contractor shall utilize, consume, move, and store GovernmentProperty only as authorized under this contract. The Contractor shall promptlydisclose and report Government property in its possession that is excess tocontract performance.

 

(B) Unless otherwise authorized in this contract or by the PropertyAdministrator the Contractor shall not commingle Government property withproperty not owned by the Government.

 

(ix) **Maintenance***.* The Contractor shall properly maintain Governmentproperty. The Contractor’s maintenance program shall enable the identification,disclosure, and performance of normal and routine preventative maintenance andrepair. The Contractor shall disclose and report to the Property Administratorthe need for replacement and/or capital rehabilitation.

 

(x) **Propertycloseout***.* TheContractor shall promptly perform and report to the Property Administratorcontract property closeout, to include reporting, investigating and securingclosure of all loss, damage, destruction, or theft cases; physicallyinventorying all property upon termination or completion of this contract; anddisposing of items at the time they are determined to be excess to contractualneeds.

 

(2) The Contractor shall establish and maintain Government accountingsource data, as may be required by this contract, particularly in the areas ofrecognition of acquisitions and dispositions of material and equipment.

 

(3) The Contractor shall establish and maintain procedures necessaryto assess its property management system effectiveness, and shall performperiodic internal reviews and audits. Significant findings and/or results ofsuch reviews and audits pertaining to Government property shall be madeavailable to the Property Administrator.

 

(g) Systems analysis.

 

(1) The Government shall have access to the contractor’s premises andall Government property, at reasonable times, for the purposes of reviewing,inspecting and evaluating the Contractor’s property management plan, systems,procedures, records, and supporting documentation that pertains to Governmentproperty.

 

(2) Records of Government property shall be readily available toauthorized Government personnel and shall be safeguarded from tampering ordestruction.

 

(3) Should it be determined by the Government that the Contractor’sproperty management practices are inadequate or not acceptable for theeffective management and/or control of Government property under this contract,and/or present an undue risk to the Government, the Contractor shallimmediately take all necessary corrective actions as directed by the PropertyAdministrator.

 

(4) The Contractor shall ensure Government access to subcontractorpremises, and all Government property located at subcontractor premises, forthe purposes of reviewing, inspecting and evaluating the subcontractor’sproperty management plan, systems, procedures, records, and supportingdocumentation that pertains to Government property.

 

(h) **ContractorLiability for Government Property.**

 

(1) Unless otherwise provided for in the contract, the Contractorshall not be liable for loss, damage, destruction, or theft to the Governmentproperty furnished or acquired under this contract, except when any one of thefollowing applies—

 

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(i) The risk is covered by insurance or the Contractor is otherwisereimbursed (to the extent of such insurance or reimbursement). The allowabilityof insurance costs shall be determined in accordance with 31.205-19.

 

(ii) The loss, damage, destruction, or theft is the result of willfulmisconduct or lack of good faith on the part of the Contractor’s managerialpersonnel. Contractor’s managerial personnel, in this clause, means theContractor’s directors, officers, managers, superintendents, or equivalentrepresentatives who have supervision or direction of all or substantially allof the Contractor’s business; all or substantially all of the Contractor’soperation at any one plant or separate location; or a separate and completemajor industrial operation.

 

(iii) The Contracting Officer has, in writing, revoked the Government’sassumption of risk for loss, damage, destruction, or theft, due to adetermination under paragraph (g) of this clause that the Contractor’sproperty management practices are inadequate, and/or present an undue risk tothe Government, and the Contractor failed to take timely corrective action. Ifthe Contractor can establish by clear and convincing evidence that the loss,damage, destruction, or theft of Government property occurred while theContractor had adequate property management practices or the loss, damage,destruction, or theft of Government property did not result from the Contractor’sfailure to maintain adequate property management practices, the Contractorshall not be held liable.

 

(2) The Contractor shall take all reasonable actions necessary toprotect the Government property from further loss, damage, destruction, ortheft. The Contractor shall separate the damaged and undamaged Governmentproperty, place all the affected Government property in the best possibleorder, and take such other action as the Property Administrator directs.

 

(3) The Contractor shall do nothing to prejudice the Government’srights to recover against third parties for any loss, damage, destruction, ortheft of Government property.

 

(4) Upon the request of the Contracting Officer, the Contractor shall,at the Government’s expense, furnish to the Government all reasonableassistance and cooperation, including the prosecution of suit and the executionof instruments of assignment in favor of the Government in obtaining recovery.

 

(i) **Equitable adjustment**. Equitableadjustments under this clause shall be made in accordance with the proceduresof the Changes clause. The right to an equitable adjustment shall be theContractor’s exclusive remedy and the Government shall not be liable to suitfor breach of contract for the following:

 

(1) Any delay in delivery of Government-furnished property.

 

(2) Delivery of Government-furnished property in a condition notsuitable for its intended use.

 

(3) An increase, decrease, or substitution of Government-furnishedproperty.

 

(4) Failure to repair or replace Government property for which theGovernment is responsible.

 

(j) **Contractor inventory disposal**. Except asotherwise provided for in this contract, the Contractor shall not dispose ofContractor inventory until authorized to do so by the Plant Clearance Officer.

 

(1) **Scrap to which the Government has obtained title underparagraph (e) of this clause**.

 

(i) **Contractor with an approved scrap procedure**.

 

(A) The Contractor may dispose of scrap resulting from production ortesting under this contract without Government approval. However, if the scraprequires demilitarization or is sensitive property, the Contractor shall submitthe scrap on an inventory disposal schedule.

 

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(B) For scrap from other than production or testing the Contractor mayprepare scrap lists in lieu of inventory disposal schedules (provided suchlists are consistent with the approved scrap procedures), except that inventorydisposal schedules shall be submitted for scrap aircraft or aircraft parts andscrap that—

 

(1) Requires demilitarization;

 

(2) Is a classified item;

 

(3) Is generated from classified items;

 

(4) Contains hazardous materials or hazardous wastes;

 

(5) Contains precious metals; or

 

(6) Is dangerous to the public health, safety, or welfare.

 

(ii) **Contractor without an approved scrap procedure**.The Contractor shall submit an inventory disposal schedule for all scrap. TheContractor may not dispose of scrap resulting from production or testing underthis contract without Government approval.

 

(2) Predisposal requirements.

 

(i) Once the Contractor determines that Contractor-acquired propertyis no longer needed for contract performance, the Contractor in the followingorder of priority—

 

(A) May contact the Contracting Officer if use of the property inthe performance of other Government contracts is practical;

 

(B) May purchase the property at the acquisition cost; or

 

(C) Shall make reasonable efforts to return unused property to theappropriate supplier at fair market value (less, if applicable, a reasonablerestocking fee that is consistent with the supplier’s customary practices).

 

(ii) The Contractor shall list, on Standard Form 1428, InventoryDisposal Schedule, property that was not used in the performance of otherGovernment contracts under paragraph (j)(2)(i)(A) of this clause, propertythat was not purchased under paragraph (j)(2)(i)(B) of this clause, andproperty that could not be returned to a supplier under paragraph (j)(2)(i)(C) ofths clause.

 

(3) **Inventory disposal schedules**.

 

(i) The Contractor shall use Standard Form 1428, InventoryDisposal Schedule, to identify—

 

(A) Government-furnished property that is no longer required forperformance of this contract, provided the terms of another Government contractdo not require the Government to furnish that property for performance of thiscontract;

 

(B) Contractor-acquired property, to which the Government has obtainedtitle under paragraph (e) of this clause, which is no longer required forperformance of that contract; and

 

(C) Termination inventory.

 

(ii) The Contractor may annotate inventory disposal schedules toidentify property the Contractor wishes to purchase from the Government.

 

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(iii) Unless the Plant Clearance Officer has agreed otherwise, or thecontract requires electronic submission of inventory disposal schedules, theContractor shall prepare separate inventory disposal schedules for—

 

(A) Special test equipment with commercial components;

 

(B) Special test equipment without commercial components;

 

(C) Printing equipment;

 

(D) Information technology (**e.g.**, computers, computer components,peripheral equipment, and related equipment);

 

(E) Precious metals;

 

(F) Nonnuclear hazardous materials or hazardous wastes; or

 

(G) Nuclear materials or nuclear wastes.

 

(iv) The Contractor shall describe the property in sufficient detailto permit an understanding of its intended use. Property with the samedescription, condition code, and reporting location may be grouped in a singleline item.

 

(4) **Submission requirements**. The Contractorshall submit inventory disposal schedules to the Plant Clearance Officer nolater than—

 

(i) 30-days following the Contractor’s determination that a Governmentproperty item is no longer required for performance of this contract;

 

(ii) 60 days, or such longer period as may be approved by the PlantClearance Officer, following completion of contract deliveries or performance;or

 

(iii) 120 days, or such longer period as may be approved by theTermination Contracting Officer following contract termination in whole or inpart.

 

(5) **Corrections**. The Plant Clearance Officermay—

 

(i) Reject a schedule for cause (**e.g.**, contains errors,determined to be inaccurate); and

 

(ii) Require the Contractor to correct an inventory disposal schedule.

 

(6) **Postsubmission adjustments**. TheContractor shall notify the Plant Clearance Officer at least 10 working days inadvance of its intent to remove an item from an approved inventory disposalschedule. Upon approval of the Plant Clearance Officer, or upon expiration ofthe notice period, the Contractor may make the necessary adjustments to theinventory schedule.

 

(7) **Storage**.

 

(i) The Contractor shall store the property identified on an inventorydisposal schedule pending receipt of disposal instructions. The Government’sfailure to furnish disposal instructions within 120 days following acceptanceof an inventory disposal schedule may entitle the Contractor to an equitableadjustment for costs incurred to store such property on or after the 121st day.

 

(ii) The Contractor shall obtain the Plant Clearance Officer’sapproval to remove Government property from the premises where the property iscurrently located prior to receipt of final disposition instructions. Ifapproval is granted, any costs incurred by the Contractor to transport or storethe property shall not increase the price or fee of 

 

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any Government contract. The storage facility shall be appropriate forassuring the property’s physical safety and suitability for use. Approval doesnot relieve the Contractor of any liability for such property under thiscontract.

 

(8) Disposition instructions.

 

(i) If the Government does not furnish disposition instructions to theContractor within 45 days following acceptance of a scrap list, the Contractormay dispose of the listed scrap in accordance with the Contractor’s approvedscrap procedures.

 

(ii) The Contractor shall prepare for shipment, deliver f.o.b. origin,or dispose of Contractor inventory as directed by the Plant Clearance Officer.If not returned to the Government, the Contractor shall remove and destroy anymarkings identifying the property as U.S. Government-owned property prior toits disposal.

 

(iii) The Contracting Officer may require the Contractor todemilitarize the property prior to shipment or disposal. In such cases, theContractor may be entitled to an equitable adjustment under paragraph (i) ofthis clause.

 

(9) **Disposal proceeds**. As directed by theContracting Officer, the Contractor shall credit the net proceeds from thedisposal of Contractor inventory to the contract, or to the Treasury of the UnitedStates as miscellaneous receipts.

 

(10) **Subcontractor inventory disposal schedules**.The Contractor shall require its Subcontractors to submit inventory disposalschedules to the Contractor in accordance with the requirements of paragraph(j)(4) of this clause.

 

(k) **Abandonment of Government property**.

 

(1) The Government shall not abandon sensitive Government property ortermination inventory without the Contractor’s written consent.

 

(2) The Government, upon notice to the Contractor, may abandon any nonsensitiveGovernment property in place, at which time all obligations of the Governmentregarding such property shall cease.

 

(3) The Government has no obligation to restore or rehabilitate theContractor’s premises under any circumstances; however, if Government-furnishedproperty is withdrawn or is unsuitable for the intended use, or if otherGovernment property is substituted, then the equitable adjustment underparagraph (i) of this clause may properly include restoration orrehabilitation costs.

 

(l) **Communication**. All communications underthis clause shall be in writing.

 

(m) **Contracts outside the United States**. Ifthis contract is to be performed outside of the United States and its outlyingareas, the words “Government” and “Government-furnished” (wherever they appearin this clause) shall be construed as “United States Government” and “UnitedStates Government-furnished,” respectively.

 

(End of clause)

 

52.245-1     GOVERNMENT PROPERTY (JUNE 2007) ALTERNATEI (JUNE 2007)

 

(a) Definitions. Asused in this clause—

 

Acquisition cost meansthe cost to acquire a tangible capital asset including the purchase price ofthe asset and costs necessary to prepare the asset for use. Costs necessary toprepare the asset for use include the cost of placing the asset in location andbringing the asset to a condition necessary for normal or expected use.

 

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Cannibalize means toremove serviceable parts from one item of equipment in order to install them onanother item of equipment.

 

Contractor-acquiredproperty means property acquired, fabricated, or otherwise provided by theContractor for performing a contract, and to which the Government has title.

 

Contractor inventory means—

 

(1) Any propertyacquired by and in the possession of a Contractor or subcontractor under acontract for which title is vested in the Government and which exceeds theamounts needed to complete full performance under the entire contract;

 

(2) Any propertythat the Government is obligated or has the option to take over under any typeof contract, e.g., as a result either of any changes in the specifications orplans thereunder or of the termination of the contract (or subcontractthereunder), before completion of the work, for the convenience or at theoption of the Government; and

 

(3) Government-furnishedproperty that exceeds the amounts needed to complete full performance under theentire contract.

 

Contractor’s managerialpersonnel means the Contractor’s directors, officers, managers, superintendents,or equivalent

 

representatives who havesupervision or direction of—

 

(1) All orsubstantially all of the Contractor’s business;

 

(2) All orsubstantially all of the Contractor’s operation at any one plant or separatelocation; or

 

(3) A separate andcomplete major industrial operation.

 

Demilitarization meansrendering a product unusable for, and not restorable to, the purpose for whichit was designed or is customarily used.

 

Discrepancies incident toshipment means any differences (e.g., count or condition) between the itemsdocumented to have been shipped and items actually received.

 

Equipment means atangible asset that is functionally complete for its intended purpose, durable,nonexpendable, and needed for the performance of a contract. Equipment is notintended for sale, and does not ordinarily lose its identity or become acomponent part of another article when put into use.

 

Government-furnishedproperty means property in the possession of, or directly acquired by, theGovernment and subsequently furnished to the Contractor for performance of acontract.

 

Government property meansall property owned or leased by the Government. Government property includesboth Government-furnished and Contractor-acquired property.

 

Material means propertythat may be consumed or expended during the performance of a contract,component parts of a higher assembly, or items that lose their individualidentity through incorporation into an end-item. Material does not includeequipment, special tooling and special test equipment.

 

Nonseverable meansproperty that cannot be removed after construction or installation withoutsubstantial loss of value or damage to the installed property or to thepremises where installed.

 

Plant equipment as usedin this part, means personal property of a capital nature (including equipment,machine tools, test equipment, furniture, vehicles, and accessory and auxiliaryitems) for use in manufacturing supplies, in 

 

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performing services, orfor any administrative or general plant purpose. It does not include specialtooling or special test equipment.

Precious metals meanssilver, gold, platinum, palladium, iridium, osmium, rhodium, and ruthenium.

 

Property means alltangible property, both real and personal.

 

Property Administratormeans an authorized representative of the Contracting Officer appointed inaccordance with agency procedures, responsible for administering the contractrequirements and obligations relating to Government property in the possessionof a Contractor.

 

Provide means to furnish,as in Government-furnished property, or to acquire, as in contractor-acquiredproperty.

 

Real property means landand rights in land, ground improvements, utility distribution systems, andbuildings and other structures. It does not include foundations and other worknecessary for installing special tooling, special test equipment, or plantequipment.

 

Sensitive property meansproperty potentially dangerous to the public safety or security if stolen,lost, or misplaced, or that shall be subject to exceptional physical security,protection, control, and accountability. Examples include weapons, ammunition,explosives, controlled substances, radioactive materials, hazardous materialsor wastes, or precious metals.

 

Surplus property meansexcess personal property not required by any Federal agency as determined bythe Administrator of the General Services Administration (GSA).

 

(b) Propertymanagement. (1) The Contractor shall have a system to manage (control,use, preserve, protect, repair and maintain) Government property in itspossession. The system shall be adequate to satisfy the requirements of thisclause. In doing so, the Contractor shall initiate and maintain the processes,systems, procedures, records, and methodologies necessary for effective controlof Government property, consistent with voluntary consensus standards and/orindustry-leading practices and standards for Government property managementexcept where inconsistent with law or regulation. During the period ofperformance, the Contractor shall disclose any significant changes to theirproperty management system to the Property Administrator prior toimplementation.

 

(2) The Contractor’sresponsibility extends from the initial acquisition and receipt of property,through stewardship, custody, and use until formally relieved of responsibilityby authorized means, including delivery, consumption, expending, disposition,or via a completed investigation, evaluation, and final determination for lost,damaged, destroyed, or stolen property. This requirement applies to allGovernment property under the Contractor’s accountability, stewardship,possession or control, including its vendors or subcontractors (see paragraph(f)(1)(v) of this cluase).

 

(3) The Contractorshall include the requirements of this clause in all subcontracts under whichGovernment property is acquired or furnished for subcontract performance.

 

(c) Use ofGovernment property. The Contractor shall use Government property, eitherfurnished or acquired under this

 

contract, only forperforming this contract, unless otherwise provided for in this contract orapproved by the Contracting Officer. The Contractor shall not modify,cannibalize, or make alterations to Government property unless this contractspecifically identifies the modifications, alterations or improvements as workto be performed.

 

(d) Government-furnishedproperty. (1) The Government shall deliver to the Contractor theGovernment-furnished property described in this contract. The Government shallfurnish related data and information needed for the intended use of theproperty. The warranties of suitability of use and timely delivery ofGovernment-furnished property do not apply to property acquired or fabricatedby the Contractor as contractor-acquired property and subsequently transferredto another contract with this Contractor.

 

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(2) The delivery and/or performance dates specified in this contractare based upon the expectation that the Government-furnished property will besuitable for contract performance and will be delivered to the Contractor bythe dates stated in the contract.

 

(i) If the property is not delivered to the Contractor by the datesstated in the contract, the Contracting Officer shall, upon the Contractor'stimely written request, consider an equitable adjustment to the contract.

 

(ii) In the event property is received by the Contractor, or forGovernment-furnished property after receipt and installation, in a conditionnot suitable for its intended use, the Contracting Officer shall, upon theContractor's timely written request, advise the Contractor on a course ofaction to remedy the problem. Such action may include repairing, replacing,modifying, returning, or otherwise disposing of the property at theGovernment's expense. Upon completion of the required action(s), theContracting Officer shall consider an equitable adjustment to the contract (seealso paragraph (f)(1)(ii)(A) of this clause).

 

(iii) The Government may, at its option, furnish property in an``as-is'' condition. The Contractor will be given the opportunity to inspectsuch property prior to the property being provided. In such cases, theGovernment makes no warranty with respect to the serviceability and/orsuitability of the property for contract performance. Any repairs, replacement,and/or refurbishment shall be at the Contractor's expense.

 

(3)(i) The Contracting Officer may by written notice, at any time--

 

(A) Increase or decrease the amount of Government-furnished propertyunder this contract;

 

(B) Substitute other Government-furnished property for the propertypreviously furnished, to be furnished, or to be acquired by the Contractor forthe Government under this contract; or

 

(C) Withdraw authority to use property.

 

(ii) Upon completion of any action(s) under aragraph (d)(3)(i) of thisclause, and the Contractor's timely written request, the Contracting Officershall consider an equitable adjustment to the contract.

 

(e) Title to Government property. (1) The Government shall retain titleto all Government-furnished property. Title to 

Government property shall not be affected by its incorporation into orattachment to any property not owned by the Government, nor shall Governmentproperty become a fixture or lose its identity as personal property by beingattached to any real property.

 

(2) Fixed-price contracts. (i) All Government-furnished property andall property acquired by the Contractor, title to which vests in the Governmentunder this paragraph (collectively referred to as ``Government property)'', aresubject to the provisions of this clause.

 

(ii) Title to each item of equipment, special test equipment andspecial tooling acquired by the Contractor for the Government under thiscontract shall pass to and vest in the Government when its use in performingthis contract commences or when the Government has paid for it, whichever is earlier,whether or not title previously vested in the Government.

 

(iii) If this contract contains a provision directing the Contractor topurchase material for which the Government will reimburse the Contractor as adirect item of cost under this contract--

 

(A) Title to material purchased from a vendor shall pass to and vest inthe Government upon the vendor's delivery of such material; and

 

(B) Title to all other material shall pass to and vest in theGovernment upon--

 

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(1) Issuance of the material for use in contract performance;

 

(2) Commencement of processing of the material or its use in contractperformance; or

 

(3) Reimbursement of the cost of the material by the Government,whichever occurs first.

 

(3) Title under Cost-Reimbursement or Time-and-Material Contracts orCost-Reimbursable contract line items under Fixed-Price contracts. (i) Title toall property purchased by the Contractor for which the Contractor is entitledto be reimbursed as a direct item of cost under this contract shall pass to andvest in the Government upon the vendor's delivery of such property.

 

(ii) Title to all other property, the cost of which is reimbursable tothe Contractor, shall pass to and vest in the Government upon--

 

(A) Issuance of the property for use in contract performance;

 

(B) Commencement of processing of the property for use in contractperformance; or

 

(C) Reimbursement of the cost of the property by the Government,whichever occurs first.

 

(iii) All Government-furnished property and all property acquired bythe Contractor, title to which vests in the Government under this paragraph(e)(3)(iii) (collectively referred to as ``Government property)'', are subjectto the provisions of this clause.

 

(f) Contractor plans and systems. (1) Contractors shall establish andimplement property management plans, systems, and procedures at the contract,program, site or entity level to enable the following outcomes:

 

(i) Acquisition of Property. The Contractor shall document that allproperty was acquired consistent with its engineering, production planning, andmaterial control operations.

 

(ii) Receipt of Government Property. The Contractor shall receiveGovernment property (document the receipt), record the information necessary tomeet the record requirements of paragraph (f)(1)(iii)(A)(1) through (5) of thisclause, identify as Government owned in a manner appropriate to the type ofproperty (e.g., stamp, tag, mark, or other identification), and manage anydiscrepancies incident to shipment.

 

(A) Government-furnished property. The Contractor shall furnish awritten statement to the Property Administrator containing all relevant facts,such as cause or condition and a recommended course(s) of action, if overages,shortages, or damages and/or other discrepancies are discovered upon receipt ofGovernment-furnished property.

 

(B) Contractor-acquired property. The Contractor shall take all actionsnecessary to adjust for overages, shortages, damage and/or other discrepanciesdiscovered upon receipt, in shipment of Contractor-acquired property from avendor or supplier, so as to ensure the proper allocability and allowability ofassociated costs.

 

(iii) Records of Government property. The Contractor shall create andmaintain records of all Government property accountable to the contract,including Government-furnished and Contractor-acquired property.

 

(A) Property records shall enable a complete, current, auditable recordof all transactions and shall, unless otherwise approved by the PropertyAdministrator, contain the following:

 

(1) The name, part number and description, manufacturer, model number,and National Stock Number (if needed for additional item identificationtracking and/or disposition).

 

(2) Quantity received (or fabricated), issued, and balance-on-hand.

 

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(3) Unit acquisition cost.

 

(4) Unique-item identifier or equivalent (if available and necessaryfor individual item tracking).

 

(5) Unit of measure.

 

(6) Accountable contract number or equivalent code designation.

 

(7) Location.

 

(8) Disposition.

 

(9) Posting reference and date of transaction.

 

(10) Date placed in service.

 

(B) Use of a Receipt and Issue System for Government Material. Whenapproved by the Property Administrator, the Contractor may maintain, in lieu offormal property records, a file of appropriately cross-referenced documentsevidencing receipt, issue, and use of material that is issued for immediateconsumption.

 

(iv) Physical inventory. The Contractor shall periodically perform,record, and disclose physical inventory results. A final physical inventoryshall be performed upon contract completion or termination. The PropertyAdministrator may waive this final inventory requirement, depending on thecircumstances (e.g., overall reliability of the Contractor's system or theproperty is to be transferred to a follow-on contract).

 

(v) Subcontractor control. (A) The Contractor shall award subcontractsthat clearly identify assets to be provided and shall ensure appropriate flowdown of contract terms and conditions (e.g., extent of liability for loss,damage, destruction or theft of Government property).

 

(B) The Contractor shall assure its subcontracts are properlyadministered and reviews are periodically performed to determine the adequacyof the subcontractor's property management system.

 

(vi) Reports. The Contractor shall have a process to create and providereports of discrepancies; loss, damage, destruction, or theft; physicalinventory results; audits and self-assessments; corrective actions; and otherproperty related reports as directed by the Contracting Officer.

 

(A) Loss, damage, destruction, or theft. Unless otherwise directed bythe Property Administrator, the Contractor shall investigate and promptlyfurnish a written narrative of all incidents of loss, damage, destruction, ortheft to the property administrator as soon as the facts become known or whenrequested by the Government.

 

(B) Such reports shall, at a minimum, contain the followinginformation:

 

(1) Date of incident (if known).

 

(2) The name, commercial description, manufacturer, model number, andNational Stock Number (if applicable).

 

(3) Quantity.

 

(4) Unique Item Identifier (if available).

 

(5) Accountable Contract number.

 

(6) A statement indicating current or future need.

 

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(7) Acquisition cost, or if applicable, estimated scrap proceeds,estimated repair or replacement costs.

 

(8) All known interests in commingled property of which the Governmentproperty is a part.

 

(9) Cause and corrective action taken or to be taken to preventrecurrence.

 

(10) A statement that the Government will receive any reimbursementcovering the loss, damage, destruction, or theft, in the event the Contractorwas or will be reimbursed or compensated.

 

(11) Copies of all supporting documentation.

 

(12) Last known location.

 

(13) A statement that the property did or did not contain sensitive orhazardous material, and if so, that the appropriate 

agencies were notified.

 

(vii) Relief of stewardship responsibility. Unless the contractprovides otherwise, the Contractor shall be relieved of stewardshipresponsibility for Government property when such property is--

 

(A) Consumed or expended, reasonably and properly, or otherwiseaccounted for, in the performance of the contract, including reasonableinventory adjustments of material as determined by the Property Administrator;or a Property Administrator granted relief of responsibility for loss, damage,destruction or theft of Government property;

 

(B) Delivered or shipped from the Contractor's plant, under Governmentinstructions, except when shipment is to a subcontractor or other location ofthe Contractor; or

 

(C) Disposed of in accordance with paragraphs (j) and (k) of thisclause.

 

(viii) Utilizing Government property. (A) The Contractor shall utilize,consume, move, and store Government Property only as authorized under thiscontract. The Contractor shall promptly disclose and report Government propertyin its possession that is excess to contract performance.

 

(B) Unless otherwise authorized in this contract or by the PropertyAdministrator the Contractor shall not commingle Government property withproperty not owned by the Government.

 

(ix) Maintenance. The Contractor shall properly maintain Governmentproperty. The Contractor's maintenance program shall enable the identification,disclosure, and performance of normal and routine preventative maintenance andrepair. The Contractor shall disclose and report to the Property Administratorthe need for replacement and/or capital rehabilitation.

 

(x) Property closeout. The Contractor shall promptly perform and reportto the Property Administrator contract property closeout, to include reporting,investigating and securing closure of all loss, damage, destruction, or theftcases; physically inventorying all property upon termination or completion ofthis contract; and disposing of items at the time they are determined to beexcess to contractual needs.

 

(2) The Contractor shall establish and maintain Government accountingsource data, as may be required by this contract, particularly in the areas ofrecognition of acquisitions and dispositions of material and equipment.

 

(3) The Contractor shall establish and maintain procedures necessary toassess its property management system effectiveness, and shall perform periodicinternal reviews and audits. Significant findings and/or results of suchreviews and audits pertaining to Government property shall be made available tothe Property Administrator.

 

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(g) Systems analysis. (1) The Government shall have access to thecontractor's premises and all Government property, at reasonable times, for thepurposes of reviewing, inspecting and evaluating the Contractor's propertymanagement plan, systems, procedures, records, and supporting documentationthat pertains to Government property.

 

(2) Records of Government property shall be readily available toauthorized Government personnel and shall be safeguarded from tampering ordestruction.

 

(3) Should it be determined by the Government that the Contractor'sproperty management practices are inadequate or not acceptable for theeffective management and/or control of Government property under this contract,and/or present an undue risk to the Government, the Contractor shallimmediately take all necessary corrective actions as directed by the PropertyAdministrator.

 

(4) The Contractor shall ensure Government access to subcontractorpremises, and all Government property located at subcontractor premises, forthe purposes of reviewing, inspecting and evaluating the subcontractor'sproperty management plan, systems, procedures, records, and supportingdocumentation that pertains to Government property.

 

(h)(1) The Contractor assumes the risk of, and shall be responsiblefor, any loss, damage, destruction, or theft of Government property upon itsdelivery to the Contractor as Government-furnished property. However, theContractor is not responsible for reasonable wear and tear to Governmentproperty or for Government property properly consumed in performing thiscontract.

 

(2) The Contractor shall take all reasonable actions necessary toprotect the Government property from further loss, damage, destruction, ortheft. The Contractor shall separate the damaged and undamaged Governmentproperty, place all the affected Government property in the best possibleorder, and take such other action as the Property Administrator directs.

 

(3) The Contractor shall do nothing to prejudice the Government'srights to recover against third parties for any loss, damage, destruction, ortheft of Government property.

 

(4) Upon the request of the Contracting Officer, the Contractor shall,at the Government's expense, furnish to the Government all reasonableassistance and cooperation, including the prosecution of suit and the executionof instruments of assignment in favor of the Government in obtaining recovery.

 

(i) Equitable adjustment. Equitable adjustments under this clause shallbe made in accordance with the procedures of the Changes clause. The right toan equitable adjustment shall be the Contractor's exclusive remedy and theGovernment shall not be liable to suit for breach of contract for the following:

 

(1) Any delay in delivery of Government-furnished property.

 

(2) Delivery of Government-furnished property in a condition notsuitable for its intended use.

 

(3) An increase, decrease, or substitution of Government-furnishedproperty.

 

(4) Failure to repair or replace Government property for which theGovernment is responsible.

 

(j) Contractor inventory disposal. Except as otherwise provided for inthis contract, the Contractor shall not dispose of Contractor inventory untilauthorized to do so by the Plant Clearance Officer.

 

(1) Scrap to which the Government has obtained title under paragraph(e) of this clause. (i) Contractor with an approved scrap procedure. (A) TheContractor may dispose of scrap resulting from production or testing under thiscontract without Government approval. However, if the scrap requiresdemilitarization or is sensitive property, the Contractor shall submit thescrap on an inventory disposal schedule.

 

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(B) For scrap from other than production or testing the Contractor mayprepare scrap lists in lieu of inventory disposal schedules (provided suchlists are consistent with the approved scrap procedures), except that inventorydisposal schedules shall be submitted for scrap aircraft or aircraft parts andscrap that--

 

(1) Requires demilitarization;

 

2) Is a classified item;

 

(3) Is generated from classified items;

 

(4) Contains hazardous materials or hazardous wastes;

 

(5) Contains precious metals; or

 

(6) Is dangerous to the public health, safety, or welfare.

 

(ii) Contractor without an approved scrap procedure. The Contractorshall submit an inventory disposal schedule for all scrap. The Contractor maynot dispose of scrap resulting from production or testing under this contractwithout Government approval.

 

(2) Predisposal requirements. (i) Once the Contractor determines thatContractor-acquired property is no longer needed for contract performance, theContractor in the following order of priority—

 

(A) May contact the Contracting Officer if use of the property in theperformance of other Government contracts is practical;

 

(B) May purchase the property at the acquisition cost; or

 

(C) Shall make reasonable efforts to return unused property to theappropriate supplier at fair market value (less, if applicable, a reasonablerestocking fee that is consistent with the supplier's customary practices).

 

(ii) The Contractor shall list, on Standard Form 1428, InventoryDisposal Schedule, property that was not used in the performance of otherGovernment contracts under paragraph (j)(2)(i)(A) of this clause, property thatwas not purchased under paragraph (j)(2)(i)(B) of this clause, and propertythat could not be returned to a supplier under paragraph (j)(2)(i)(C) of thisclause.

 

(3) Inventory disposal schedules. (i) The Contractor shall use StandardForm 1428, Inventory Disposal Schedule, to identify--

 

(A) Government-furnished property that is no longer required forperformance of this contract, provided the terms of another Government contractdo not require the Government to furnish that property for performance of thiscontract;

 

(B) Contractor-acquired property, to which the Government has obtainedtitle under paragraph (e) of this clause, which is no longer required for performanceof that contract; and

 

(C) Termination inventory.

 

(ii) The Contractor may annotate inventory disposal schedules toidentify property the Contractor wishes to purchase from the Government.

 

(iii) Unless the Plant Clearance Officer has agreed otherwise, or thecontract requires electronic submission of inventory disposal schedules, theContractor shall prepare separate inventory disposal schedules for--

 

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(A) Special test equipment with commercial components;

 

(B) Special test equipment without commercial components;

 

(C) Printing equipment;

 

(D) Information technology (e.g., computers, computer components,peripheral equipment, and related equipment);

 

(E) Precious metals;

 

(F) Nonnuclear hazardous materials or hazardous wastes; or

 

(G) Nuclear materials or nuclear wastes.

 

(iv) The Contractor shall describe the property in sufficient detail topermit an understanding of its intended use. Property with the samedescription, condition code, and reporting location may be grouped in a singleline item.

 

(4) Submission requirements. The Contractor shall submit inventorydisposal schedules to the Plant Clearance Officer no later than--

 

(i) 30-days following the Contractor's determination that a Governmentproperty item is no longer required for performance of this contract;

 

(ii) 60 days, or such longer period as may be approved by the PlantClearance Officer, following completion of contract deliveries or performance;or

 

(iii) 120 days, or such longer period as may be approved by theTermination Contracting Officer following contract termination in whole or inpart.

 

(5) Corrections. The Plant Clearance Officer may--

 

(i) Reject a schedule for cause (e.g., contains errors, determined tobe inaccurate); and

 

(ii) Require the Contractor to correct an inventory disposal schedule.

 

(6) Postsubmission adjustments. The Contractor shall notify the PlantClearance Officer at least 10 working days in advance of its intent to removean item from an approved inventory disposal schedule. Upon approval of thePlant Clearance Officer, or upon expiration of the notice period, theContractor may make the necessary adjustments to the inventory schedule.

 

(7) Storage. (i) The Contractor shall store the property identified onan inventory disposal schedule pending receipt of disposal instructions. TheGovernment's failure to furnish disposal instructions within 120 days followingacceptance of an inventory disposal schedule may entitle the Contractor to anequitable adjustment for costs incurred to store such property on or after the121\st\ day.

 

(ii) The Contractor shall obtain the Plant Clearance Officer's approvalto remove Government property from the premises where the property is currentlylocated prior to receipt of final disposition instructions. If approval isgranted, any costs incurred by the Contractor to transport or store theproperty shall not increase the price or fee of any Government contract. Thestorage facility shall be appropriate for assuring the property's physicalsafety and suitability for use. Approval does not relieve the Contractor of anyliability for such property under this contract.

 

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(8) Disposition instructions. (i) If the Government does not furnishdisposition instructions to the Contractor within 45 days following acceptanceof a scrap list, the Contractor may dispose of the listed scrap in accordancewith the Contractor's approved scrap procedures.

 

(ii) The Contractor shall prepare for shipment, deliver f.o.b. origin,or dispose of Contractor inventory as directed by the Plant Clearance Officer.If not returned to the Government, the Contractor shall remove and destroy anymarkings identifying the property as U.S. Government-owned property prior toits disposal.

 

(iii) The Contracting Officer may require the Contractor todemilitarize the property prior to shipment or disposal. In such cases, theContractor may be entitled to an equitable adjustment under paragraph (i) ofthis clause.

 

(9) Disposal proceeds. As directed by the Contracting Officer, theContractor shall credit the net proceeds from the disposal of Contractorinventory to the contract, or to the Treasury of the United States asmiscellaneous receipts.

 

(10) Subcontractor inventory disposal schedules. The Contractor shallrequire its Subcontractors to submit inventory disposal schedules to theContractor in accordance with the requirements of paragraph (j)(4) of thisclause.

 

(k) Abandonment of Government property. (1) The Government shall notabandon sensitive Government property or termination inventory without theContractor's written consent.

 

(2) The Government, upon notice to the Contractor, may abandon anynonsensitive Government property in place, at which time all obligations of theGovernment regarding such property shall cease.

 

(3) The Government has no obligation to restore or rehabilitate theContractor's premises under any circumstances; however, ifGovernment--furnished property is withdrawn or is unsuitable for the intendeduse, or if other Government property is substituted, then the equitableadjustment under paragraph (i) of this clause may properly include restorationor rehabilitation costs.

 

(l) Communication. All communications under this clause shall be inwriting.

 

(m) Contracts outside the United States. If this contract is to beperformed outside of the United States and its outlying areas, the words``Government'' and ``Government-furnished'' (wherever they appear in thisclause) shall be construed as ``United States Government'' and ``United StatesGovernment-furnished,'' respectively.

 

(End of Clause)

 

52.245-1    GOVERNMENT PROPERTY(JUNE 2007) ALTERNATE II (JUNE 2007)

 

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

 

Acquisition cost means the cost to acquire a tangible capital assetincluding the purchase price of the asset and costs necessary to prepare theasset for use. Costs necessary to prepare the asset for use include the cost ofplacing the asset in location and bringing the asset to a condition necessaryfor normal or expected use.

 

Cannibalize means to remove serviceable parts from one item ofequipment in order to install them on another item of equipment.

 

Contractor-acquired property means property acquired, fabricated, orotherwise provided by the Contractor for performing a contract, and to whichthe Government has title.

 

Contractor inventory means--

 

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(1) Any propertyacquired by and in the possession of a Contractor or subcontractor under acontract for which title is vested in the Government and which exceeds theamounts needed to complete full performance under the entire contract;

 

(2) Any propertythat the Government is obligated or has the option to take over under any typeof contract, e.g., as a result either of any changes in the specifications orplans thereunder or of the termination of the contract (or subcontractthereunder), before completion of the work, for the convenience or at theoption of the Government; and

 

(3) Government-furnishedproperty that exceeds the amounts needed to complete full performance under theentire contract.

 

Contractor’s managerialpersonnel means the Contractor’s directors, officers, managers,superintendents, or equivalent representatives who have supervision ordirection of—

 

(1) All orsubstantially all of the Contractor’s business;

 

(2) All orsubstantially all of the Contractor’s operation at any one plant or separatelocation; or

 

(3) A separate andcomplete major industrial operation.

 

Demilitarization meansrendering a product unusable for, and not restorable to, the purpose for whichit was designed or is customarily used.

 

Discrepancies incident toshipment means any differences (e.g., count or condition) between the itemsdocumented to have been shipped and items actually received.

 

Equipment means atangible asset that is functionally complete for its intended purpose, durable,nonexpendable, and needed for the performance of a contract. Equipment is notintended for sale, and does not ordinarily lose its identity or become acomponent part of another article when put into use.

 

Government-furnishedproperty means property in the possession of, or directly acquired by, theGovernment and subsequently furnished to the Contractor for performance of acontract.

 

Government property meansall property owned or leased by the Government. Government property includesboth Government-furnished and Contractor-acquired property.

 

Material means propertythat may be consumed or expended during the performance of a contract,component parts of a higher assembly, or items that lose their individualidentity through incorporation into an end-item. Material does not includeequipment, special tooling and special test equipment.

 

Nonseverable meansproperty that cannot be removed after construction or installation withoutsubstantial loss of value or damage to the installed property or to thepremises where installed.

 

Plant equipment as usedin this part, means personal property of a capital nature (including equipment,machine tools, test equipment, furniture, vehicles, and accessory and auxiliaryitems) for use in manufacturing supplies, in performing services, or for anyadministrative or general plant purpose. It does not include special tooling orspecial test equipment.Precious metals means silver, gold, platinum, palladium,iridium, osmium, rhodium, and ruthenium.

 

Property means alltangible property, both real and personal.

 

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Property Administratormeans an authorized representative of the Contracting Officer appointed inaccordance with agency procedures, responsible for administering the contractrequirements and obligations relating to Government property in the possessionof a Contractor.

 

Provide means to furnish,as in Government-furnished property, or to acquire, as in contractor-acquiredproperty.

 

Real property means landand rights in land, ground improvements, utility distribution systems, andbuildings and other structures. It does not include foundations and other worknecessary for installing special tooling, special test equipment, or plantequipment.

 

Sensitive property meansproperty potentially dangerous to the public safety or security if stolen,lost, or misplaced, or that shall be subject to exceptional physical security,protection, control, and accountability. Examples include weapons, ammunition,explosives, controlled substances, radioactive materials, hazardous materialsor wastes, or precious metals.

 

Surplus property meansexcess personal property not required by any Federal agency as determined bythe Administrator of the General Services Administration (GSA).

 

(b) Propertymanagement. (1) The Contractor shall have a system to manage (control,use, preserve, protect, repair and maintain) Government property in itspossession. The system shall be adequate to satisfy the requirements of thisclause. In doing so, the Contractor shall initiate and maintain the processes,systems, procedures, records, and methodologies necessary for effective controlof Government property, consistent with voluntary consensus standards and/orindustry-leading practices and standards for Government property managementexcept where inconsistent with law or regulation. During the period ofperformance, the Contractor shall disclose any significant changes to theirproperty management system to the Property Administrator prior toimplementation.

 

(2) The Contractor’sresponsibility extends from the initial acquisition and receipt of property,through stewardship, custody, and use until formally relieved of responsibilityby authorized means, including delivery, consumption, expending, disposition,or via a completed investigation, evaluation, and final determination for lost,damaged, destroyed, or stolen property. This requirement applies to allGovernment property under the Contractor’s accountability, stewardship,possession or control, including its vendors or subcontractors (see paragraph(f)(1)(v) of this cluase).

 

(3) The Contractorshall include the requirements of this clause in all subcontracts under whichGovernment property is acquired or furnished for subcontract performance.

 

(c) Use ofGovernment property. The Contractor shall use Government property, eitherfurnished or acquired under this contract, only for performing this contract,unless otherwise provided for in this contract or approved by the ContractingOfficer. The Contractor shall not modify, cannibalize, or make alterations toGovernment property unless this contract specifically identifies themodifications, alterations or improvements as work to be performed.

 

(d) Government-furnishedproperty. (1) The Government shall deliver to the Contractor theGovernment-furnished property described in this contract. The Government shallfurnish related data and information needed for the intended use of theproperty. The warranties of suitability of use and timely delivery ofGovernment-furnished property do not apply to property acquired or fabricatedby the Contractor as contractor-acquired property and subsequently transferredto another contract with this Contractor.

 

(2) The deliveryand/or performance dates specified in this contract are based upon theexpectation that the Government-furnished property will be suitable forcontract performance and will be delivered to the Contractor by the datesstated in the contract.

 

(i) If the propertyis not delivered to the Contractor by the dates stated in the contract, theContracting Officer shall, upon the Contractor’s timely written request,consider an equitable adjustment to the contract.

 

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(ii) In the eventproperty is received by the Contractor, or for Government-furnished propertyafter receipt and installation, in a condition not suitable for its intendeduse, the Contracting Officer shall, upon the Contractor’s timely writtenrequest, advise the Contractor on a course of action to remedy the problem. Suchaction may include repairing, replacing, modifying, returning, or otherwisedisposing of the property at the Government’s expense. Upon completion of therequired action(s), the Contracting Officer shall consider an equitableadjustment to the contract (see also paragraph (f)(1)(ii)(A) of thisclause).

 

(iii) The Governmentmay, at its option, furnish property in an ``as-is’’ condition. The Contractorwill be given the opportunity to inspect such property prior to the propertybeing provided. In such cases, the Government makes no warranty with respect tothe serviceability and/or suitability of the property for contract performance.Any repairs, replacement, and/or refurbishment shall be at the Contractor’sexpense.

 

(3)(i) TheContracting Officer may by written notice, at any time—

 

(A) Increase ordecrease the amount of Government-furnished property under this contract;

 

(B) Substitute otherGovernment-furnished property for the property previously furnished, to befurnished, or to be acquired by the Contractor for the Government under thiscontract; or

 

(C) Withdrawauthority to use property.

 

(ii) Upon completionof any action(s) under aragraph (d)(3)(i) of this clause, and theContractor’s timely written request, the Contracting Officer shall consider anequitable adjustment to the contract.

 

(e) Title toGovernment property. (1) The Government shall retain title to allGovernment-furnished property. Title to Government property shall not beaffected by its incorporation into or attachment to any property not owned bythe Government, nor shall Government property become a fixture or lose itsidentity as personal property by being attached to any real property.

 

(2) Fixed-pricecontracts. (i) All Government-furnished property and all property acquiredby the Contractor, title to which vests in the Government under this paragraph(collectively referred to as ``Government property)’’, are subject to theprovisions of this clause.

 

(ii) Title to eachitem of equipment, special test equipment and special tooling acquired by theContractor for the Government under this contract shall pass to and vest in theGovernment when its use in performing this contract commences or when theGovernment has paid for it, whichever is earlier, whether or not title previouslyvested in the Government.

 

(iii) If thiscontract contains a provision directing the Contractor to purchase material forwhich the Government will reimburse the Contractor as a direct item of costunder this contract—

 

(A) Title tomaterial purchased from a vendor shall pass to and vest in the Government uponthe vendor’s delivery of such material; and

 

(B) Title to allother material shall pass to and vest in the Government upon—

 

(1) Issuance of thematerial for use in contract performance;

 

(2) Commencement ofprocessing of the material or its use in contract performance; or

 

(3) Reimbursement ofthe cost of the material by the Government, whichever occurs first.

 

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(3) Title toproperty (and other tangible personal property) purchased with funds availablefor research and having an acquisition cost of less than $5,000 shall vest inthe Contractor upon acquisition or as soon thereafter as feasible; providedthat the Contractor obtained the Contracting Officer’s approval before eachacquisition. Title to property purchased with funds available for research andhaving an acquisition cost of $5,000 or more shall vest as set forth in thiscontract. If title to property vests in the Contractor under this paragraph,the Contractor agrees that no costs shall be allowed for any depreciation,amortization, or use under any existing or future Government contract orsubcontract thereunder. The Contractor shall furnish the Contracting Officer alist of all property to which title is vested in the Contractor under thisparagraph within 10 days following the end of the calendar quarter during whichit was received. Vesting title under this paragraph is subject to civil rightslegislation, 42 U.S.C. 2000d. Before title is vested and by signing thiscontract, the Contractor accepts and agrees that—    ``No person in the United States or itsoutlying areas shall, on the ground of race, color, or national origin, beexcluded from participation in, be denied the benefits of, or be otherwisesubjected to discrimination under this contemplated financial assistance (titleto property).’’

 

(f) Contractor plansand systems. (1) Contractors shall establish and implement propertymanagement plans, systems, and procedures at the contract, program, site orentity level to enable the following outcomes:

 

(i) Acquisition ofProperty. The Contractor shall document that all property was acquiredconsistent with its engineering, production planning, and material controloperations.

 

(ii) Receipt ofGovernment Property. The Contractor shall receive Government property (documentthe receipt), record the information necessary to meet the record requirementsof paragraph (f)(1)(iii)(A)(1) through (5) of this clause, identifyas Government owned in a manner appropriate to the type of property (e.g.,stamp, tag, mark, or other identification), and manage any discrepanciesincident to shipment.

 

(A) Government-furnishedproperty. The Contractor shall furnish a written statement to the PropertyAdministrator containing all relevant facts, such as cause or condition and arecommended course(s) of action, if overages, shortages, or damages and/orother discrepancies are discovered upon receipt of Government-furnishedproperty.

 

(B) Contractor-acquiredproperty. The Contractor shall take all actions necessary to adjust foroverages, shortages, damage and/or other discrepancies discovered upon receipt,in shipment of Contractor-acquired property from a vendor or supplier, so as toensure the proper allocability and allowability of associated costs.

 

(iii) Records ofGovernment property. The Contractor shall create and maintain records of allGovernment property accountable to the contract, including Government-furnishedand Contractor-acquired property.

 

(A) Property recordsshall enable a complete, current, auditable record of all transactions andshall, unless otherwise approved by the Property Administrator, contain thefollowing:

 

(1) The name, partnumber and description, manufacturer, model number, and National Stock Number(if needed for additional item identification tracking and/or disposition).

 

(2) Quantityreceived (or fabricated), issued, and balance-on-hand.

 

(3) Unit acquisitioncost.

 

(4) Unique-itemidentifier or equivalent (if available and necessary for individual itemtracking).

 

(5) Unit of measure.

 

(6) Accountablecontract number or equivalent code designation.

 

(7) Location.

 

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(8) Disposition.

 

(9) Postingreference and date of transaction.

 

(10) Date placed inservice.

 

(B) Use of a Receiptand Issue System for Government Material. When approved by the PropertyAdministrator, the Contractor may maintain, in lieu of formal property records,a file of appropriately cross-referenced documents evidencing receipt, issue,and use of material that is issued for immediate consumption.

 

(iv) Physicalinventory. The Contractor shall periodically perform, record, and disclosephysical inventory results. A final physical inventory shall be performed uponcontract completion or termination. The Property Administrator may waive thisfinal inventory requirement, depending on the circumstances (e.g., overallreliability of the Contractor’s system or the property is to be transferred toa follow-on contract).

 

(v) Subcontractorcontrol. (A) The Contractor shall award subcontracts that clearly identifyassets to be provided and shall ensure appropriate flow down of contract termsand conditions (e.g., extent of liability for loss, damage, destruction ortheft of Government property).

 

(B) The Contractorshall assure its subcontracts are properly administered and reviews areperiodically performed to determine the adequacy of the subcontractor’sproperty management system.

 

(vi) Reports. TheContractor shall have a process to create and provide reports of discrepancies;loss, damage, destruction, or theft; physical inventory results; audits andself-assessments; corrective actions; and other property related reports asdirected by the Contracting Officer.

 

(A) Loss, damage,destruction, or theft. Unless otherwise directed by the Property Administrator,the Contractor shall investigate and promptly furnish a written narrative ofall incidents of loss, damage, destruction, or theft to the propertyadministrator as soon as the facts become known or when requested by theGovernment.

 

(B) Such reportsshall, at a minimum, contain the following information:

 

(1) Date of incident(if known).

 

(2) The name,commercial description, manufacturer, model number, and National Stock Number(if applicable).

 

(3) Quantity.

 

(4) Unique ItemIdentifier (if available).

 

(5) AccountableContract number.

 

(6) A statementindicating current or future need.

 

(7) Acquisitioncost, or if applicable, estimated scrap proceeds, estimated repair orreplacement costs.

 

(8) All knowninterests in commingled property of which the Government property is a part.

 

(9) Cause andcorrective action taken or to be taken to prevent recurrence.

 

(10) A statementthat the Government will receive any reimbursement covering the loss, damage,destruction, or theft, in the event the Contractor was or will be reimbursed orcompensated.

 

(11) Copies of allsupporting documentation.

 

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(12) Last known location.

 

(13) A statement that theproperty did or did not contain sensitive or hazardous material, and if so,that the appropriate

agencies were notified.

 

(vii) Relief ofstewardship responsibility. Unless the contract provides otherwise, theContractor shall be relieved of stewardship responsibility for Governmentproperty when such property is—

 

(A) Consumed orexpended, reasonably and properly, or otherwise accounted for, in theperformance of the contract, including reasonable inventory adjustments ofmaterial as determined by the Property Administrator; or a PropertyAdministrator granted relief of responsibility for loss, damage, destruction ortheft of Government property;

 

(B) Delivered orshipped from the Contractor’s plant, under Government instructions, except whenshipment is to a subcontractor or other location of the Contractor; or

 

(C) Disposed of inaccordance with paragraphs (j) and (k) of this clause.

 

(viii) UtilizingGovernment property. (A) The Contractor shall utilize, consume, move, andstore Government Property only as authorized under this contract. TheContractor shall promptly disclose and report Government property in itspossession that is excess to contract performance.

 

(B) Unless otherwiseauthorized in this contract or by the Property Administrator the Contractorshall not commingle Government property with property not owned by theGovernment.

 

(ix) Maintenance.The Contractor shall properly maintain Government property. The Contractor’smaintenance program shall enable the identification, disclosure, andperformance of normal and routine preventative maintenance and repair. TheContractor shall disclose and report to the Property Administrator the need forreplacement and/or capital rehabilitation.

 

(x) Propertycloseout. The Contractor shall promptly perform and report to the PropertyAdministrator contract property closeout, to include reporting, investigatingand securing closure of all loss, damage, destruction, or theft cases;physically inventorying all property upon termination or completion of thiscontract; and disposing of items at the time they are determined to be excessto contractual needs.

 

(2) The Contractorshall establish and maintain Government accounting source data, as may berequired by this contract, particularly in the areas of recognition ofacquisitions and dispositions of material and equipment.

 

(3) The Contractorshall establish and maintain procedures necessary to assess its propertymanagement system effectiveness, and shall perform periodic internal reviewsand audits. Significant findings and/or results of such reviews and auditspertaining to Government property shall be made available to the PropertyAdministrator.

 

(g) Systemsanalysis. (1) The Government shall have access to the contractor’spremises and all Government property, at reasonable times, for the purposes ofreviewing, inspecting and evaluating the Contractor’s property management plan,systems, procedures, records, and supporting documentation that pertains toGovernment property.

 

(2) Records ofGovernment property shall be readily available to authorized Governmentpersonnel and shall be safeguarded from tampering or destruction.

 

(3) Should it bedetermined by the Government that the Contractor’s property managementpractices are inadequate or not acceptable for the effective management and/or controlof Government property under this contract, and/or

 

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present an undue risk tothe Government, the Contractor shall immediately take all necessary correctiveactions as directed by the Property Administrator.

 

(4) The Contractorshall ensure Government access to subcontractor premises, and all Governmentproperty located at subcontractor premises, for the purposes of reviewing,inspecting and evaluating the subcontractor’s property management plan,systems, procedures, records, and supporting documentation that pertains toGovernment property.

 

(h) ContractorLiability for Government Property. (1) Unless otherwise provided for inthe contract, the Contractor shall not be liable for loss, damage, destruction,or theft to the Government property furnished or acquired under this contract,except when any one of the following applies—

 

(i) The risk iscovered by insurance or the Contractor is otherwise reimbursed (to the extentof such insurance or reimbursement). The allowability of insurance costs shallbe determined in accordance with 31.205-19.

 

(ii) The loss,damage, destruction, or theft is the result of willful misconduct or lack ofgood faith on the part of the Contractor’s managerial personnel. Contractor’smanagerial personnel, in this clause, means the Contractor’s directors,officers, managers, superintendents, or equivalent representatives who havesupervision or direction of all or substantially all of the Contractor’sbusiness; all or substantially all of the Contractor’s operation at any oneplant or separate location; or a separate and complete major industrialoperation.

 

(iii) TheContracting Officer has, in writing, revoked the Government’s assumption ofrisk for loss, damage, destruction, or theft, due to a determination underparagraph (g) of this clause that the Contractor’s property managementpractices are inadequate, and/or present an undue risk to the Government, andthe Contractor failed to take timely corrective action. If the Contractor canestablish by clear and convincing evidence that the loss, damage, destruction,or theft of Government property occurred while the Contractor had adequateproperty management practices or the loss, damage, destruction, or theft ofGovernment property did not result from the Contractor’s failure to maintainadequate property management practices, the Contractor shall not be heldliable.    (2) The Contractor shalltake all reasonable actions necessary to protect the Government property fromfurther loss, damage, destruction, or theft. The Contractor shall separate thedamaged and undamaged Government property, place all the affected Governmentproperty in the best possible order, and take such other action as the PropertyAdministrator directs.

 

(3) The Contractorshall do nothing to prejudice the Government’s rights to recover against thirdparties for any loss, damage, destruction, or theft of Government property.

 

(4) Upon the requestof the Contracting Officer, the Contractor shall, at the Government’s expense,furnish to the Government all reasonable assistance and cooperation, includingthe prosecution of suit and the execution of instruments of assignment in favorof the Government in obtaining recovery.

 

(i) Equitableadjustment. Equitable adjustments under this clause shall be made in accordancewith the procedures of the Changes clause. The right to an equitable adjustmentshall be the Contractor’s exclusive remedy and the Government shall not beliable to suit for breach of contract for the following:

 

(1) Any delay indelivery of Government-furnished property.

 

(2) Delivery ofGovernment-furnished property in a condition not suitable for its intended use.

 

(3) An increase,decrease, or substitution of Government-furnished property.

 

(4) Failure torepair or replace Government property for which the Government is responsible.

 

(j) Contractorinventory disposal. Except as otherwise provided for in this contract, theContractor shall not dispose of Contractor inventory until authorized to do soby the Plant Clearance Officer.

 

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(1) Scrap to whichthe Government has obtained title under paragraph (e) of this clause. (i) Contractorwith an approved scrap procedure. (A) The Contractor may dispose of scrapresulting from production or testing under this contract without Governmentapproval. However, if the scrap requires demilitarization or is sensitiveproperty, the Contractor shall submit the scrap on an inventory disposalschedule.

 

(B) For scrap fromother than production or testing the Contractor may prepare scrap lists in lieuof inventory disposal schedules (provided such lists are consistent with theapproved scrap procedures), except that inventory disposal schedules shall besubmitted for scrap aircraft or aircraft parts and scrap that—

 

(1) Requiresdemilitarization;

 

2) Is a classified item;

 

(3) Is generatedfrom classified items;

 

(4) Containshazardous materials or hazardous wastes;

 

(5) Containsprecious metals; or

 

(6) Is dangerous tothe public health, safety, or welfare.

 

(ii) Contractorwithout an approved scrap procedure. The Contractor shall submit an inventorydisposal schedule for all scrap. The Contractor may not dispose of scrapresulting from production or testing under this contract without Governmentapproval.

 

(2) Predisposalrequirements. (i) Once the Contractor determines that Contractor-acquiredproperty is no longer needed for contract performance, the Contractor in the followingorder of priority—

 

(A) May contactthe Contracting Officer if use of the property in the performance of otherGovernment contracts is practical;

 

(B) May purchasethe property at the acquisition cost; or

 

(C) Shall makereasonable efforts to return unused property to the appropriate supplier atfair market value (less, if applicable, a reasonable restocking fee that isconsistent with the supplier’s customary practices).

 

(ii) The Contractorshall list, on Standard Form 1428, Inventory Disposal Schedule, propertythat was not used in the performance of other Government contracts underparagraph (j)(2)(i)(A) of this clause, property that was not purchasedunder paragraph (j)(2)(i)(B) of this clause, and property that could notbe returned to a supplier under paragraph (j)(2)(i)(C) of this clause.

 

(3) Inventorydisposal schedules. (i) The Contractor shall use Standard Form 1428,Inventory Disposal Schedule, to identify—

 

(A) Government-furnishedproperty that is no longer required for performance of this contract, providedthe terms of another Government contract do not require the Government tofurnish that property for performance of this contract;

 

(B) Contractor-acquiredproperty, to which the Government has obtained title under paragraph (e) ofthis clause, which is no longer required for performance of that contract; and

 

(C) Terminationinventory.

 

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(ii) The Contractormay annotate inventory disposal schedules to identify property the Contractorwishes to purchase from the Government.

 

(iii) Unless thePlant Clearance Officer has agreed otherwise, or the contract requireselectronic submission of inventory disposal schedules, the Contractor shallprepare separate inventory disposal schedules for—

 

(A) Special testequipment with commercial components;

 

(B) Special testequipment without commercial components;

 

(C) Printingequipment;

 

(D) Information technology(e.g., computers, computer components, peripheral equipment, and relatedequipment);

 

(E) Precious metals;

 

(F) Nonnuclearhazardous materials or hazardous wastes; or

 

(G) Nuclearmaterials or nuclear wastes.

 

(iv) The Contractorshall describe the property in sufficient detail to permit an understanding ofits intended use. Property with the same description, condition code, andreporting location may be grouped in a single line item.

 

(4) Submissionrequirements. The Contractor shall submit inventory disposal schedules to thePlant Clearance Officer no later than—

 

(i) 30-daysfollowing the Contractor’s determination that a Government property item is nolonger required for performance of this contract;

 

(ii) 60 days, orsuch longer period as may be approved by the Plant Clearance Officer, followingcompletion of contract deliveries or performance; or

 

(iii) 120 days, orsuch longer period as may be approved by the Termination Contracting Officerfollowing contract termination in whole or in part.

 

(5) Corrections. ThePlant Clearance Officer may—

 

(i) Reject aschedule for cause (e.g., contains errors, determined to be inaccurate); and

 

(ii) Require theContractor to correct an inventory disposal schedule.

 

(6) Postsubmissionadjustments. The Contractor shall notify the Plant Clearance Officer at least10 working days in advance of its intent to remove an item from an approvedinventory disposal schedule. Upon approval of the Plant Clearance Officer, orupon expiration of the notice period, the Contractor may make the necessaryadjustments to the inventory schedule.

 

(7) Storage. (i) TheContractor shall store the property identified on an inventory disposalschedule pending receipt of disposal instructions. The Government’s failure tofurnish disposal instructions within 120 days following acceptance of aninventory disposal schedule may entitle the Contractor to an equitableadjustment for costs incurred to store such property on or after the 121\st\day.

 

(ii) The Contractorshall obtain the Plant Clearance Officer’s approval to remove Governmentproperty from the premises where the property is currently located prior toreceipt of final disposition instructions. If approval is granted, any costsincurred by the Contractor to transport or store the property shall notincrease the price or fee of

 

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any Government contract.The storage facility shall be appropriate for assuring the property’s physicalsafety and suitability for use. Approval does not relieve the Contractor of anyliability for such property under this contract.

 

(8) Dispositioninstructions. (i) If the Government does not furnish dispositioninstructions to the Contractor within 45 days following acceptance of a scraplist, the Contractor may dispose of the listed scrap in accordance with theContractor’s approved scrap procedures.

 

(ii) The Contractorshall prepare for shipment, deliver f.o.b. origin, or dispose of Contractorinventory as directed by the Plant Clearance Officer. If not returned to theGovernment, the Contractor shall remove and destroy any markings identifyingthe property as U.S. Government-owned property prior to its disposal.

 

(iii) TheContracting Officer may require the Contractor to demilitarize the property priorto shipment or disposal. In such cases, the Contractor may be entitled to anequitable adjustment under paragraph (i) of this clause.

 

(9) Disposalproceeds. As directed by the Contracting Officer, the Contractor shall creditthe net proceeds from the disposal of Contractor inventory to the contract, orto the Treasury of the United States as miscellaneous receipts.

 

(10) Subcontractorinventory disposal schedules. The Contractor shall require its Subcontractorsto submit inventory disposal schedules to the Contractor in accordance with therequirements of paragraph (j)(4) of this clause.

 

(k) Abandonment ofGovernment property. (1) The Government shall not abandon sensitiveGovernment property or termination inventory without the Contractor’s written consent.

 

(2) The Government,upon notice to the Contractor, may abandon any nonsensitive Government propertyin place, at which time all obligations of the Government regarding suchproperty shall cease.

 

(3) The Governmenthas no obligation to restore or rehabilitate the Contractor’s premises underany circumstances; however, if Government–furnished property is withdrawn or isunsuitable for the intended use, or if other Government property issubstituted, then the equitable adjustment under paragraph (i) of thisclause may properly include restoration or rehabilitation costs.

 

(l) Communication.All communications under this clause shall be in writing.

 

(m) Contractsoutside the United States. If this contract is to be performed outside of theUnited States and its outlying areas, the words ``Government’’ and``Government-furnished’’ (wherever they appear in this clause) shall beconstrued as ``United States Government’’ and ``United StatesGovernment-furnished,’’ respectively.

 

(End of Clause)

 

52.245-9     USEAND CHARGES (JUN 2007)

 

(a) Definitions. As used in this clause:

 

Acquisition cost meansthe cost to acquire a tangible capital asset including the purchase price ofthe asset and costs necessary to prepare the asset for use. Costs necessary toprepare the asset for use include the cost of placing the asset in location andbringing the asset to a condition necessary for normal or expected use.

 

Government property meansall property owned or leased by the Government. Government property includesboth Government-furnished and Contractor-acquired property.

 

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Plant equipment, as usedin this part, means personal property of a capital nature (including equipment,machine tools, test equipment, furniture, vehicles, and accessory and auxiliaryitems) for use in manufacturing supplies, in performing services, or for anyadministrative or general plant purpose. It does not include special tooling orspecial test equipment.

 

Real property means land and rights in land, groundimprovements, utility distribution systems, and buildings and other structures.It does not include foundations and other work necessary for installing specialtooling, special test equipment, or plant equipment.

 

Rental period means the calendar period during whichGovernment property is made available for nongovernmental purposes.

 

Rental time means the number of hours, to the nearestwhole hour, rented property is actually used for nongovernmental purposes. Itincludes time to set up the property for such purposes, perform requiredmaintenance, and restore the property to its condition prior to rental (lessnormal wear and tear).

 

(b) Use of Government property. The Contractormay use the Government property without charge in the performance of—

 

(1) Contracts with the Government thatspecifically authorize such use without charge;

 

(2) Subcontracts of any tier under Governmentprime contracts if the Contracting Officer having cognizance of the primecontract—

 

(i) Approves a subcontract specificallyauthorizing such use; or

 

(ii) Otherwise authorizes such use in writing;and

 

(3) Other work, if the Contracting Officerspecifically authorizes in writing use without charge for such work.

 

(c) Rental. If granted written permission by theContracting Officer, or if it is specifically provided for in the Schedule, theContractor may use the Government property (except material) for a rental feefor work other than that provided in paragraph (b) of this clause.Authorizing such use of the Government property does not waive any rights ofthe Government to terminate the Contractor’s right to use the Governmentproperty. The rental fee shall be determined in accordance with the followingparagraphs.

 

(d) General. (1) Rental requests shall besubmitted to the Administrative Contracting Officer (ACO), identify theproperty for which rental is requested, propose a rental period, and compute anestimated rental charge by using the Contractor’s best estimate of rental timein the formulae described in paragraph (e) of this clause.

 

(2) The Contractor shall not use Governmentproperty for nongovernmental purposes, including Independent Research andDevelopment, until a rental charge for real property, or estimated rentalcharge for other property, is agreed upon. Rented property shall be used onlyon a non-interference basis.

 

(e) Rental charge.—

 

(1) Real property and associated fixtures.

 

(i) The Contractor shall obtain, at its expense,a property appraisal from an independent licensed, accredited, or certifiedappraiser that computes a monthly, daily, or hourly rental rate for comparablecommercial property. The appraisal may be used to compute rentals under thisclause throughout its effective period or, if an effective period is not statedin the appraisal, for one year following the date the appraisal was performed.The Contractor shall submit the appraisal to the ACO at least 30 days prior tothe date the property is needed for nongovernmental use. Except as

 

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provided in paragraph (e)(1)(iii) of this clause,the ACO shall use the appraisal rental rate to determine a reasonable rentalcharge.

 

(ii) Rental charges shall be determined bymultiplying the rental time by the appraisal rental rate expressed as a rateper hour. Monthly or daily appraisal rental rates shall be divided by 720 or24, respectively, to determine an hourly rental rate.

 

(iii) When the ACO believes the appraisal rentalrate is unreasonable, the ACO shall promptly notify the Contractor. The partiesmay agree on an alternative means for computing a reasonable rental charge.

 

(iv) The Contractor shall obtain, at its expense,additional property appraisals in the same manner as provided in paragraph(e)(1)(i) if the effective period has expired and the Contractor desiresthe continued use of property for nongovernmental use. The Contractor mayobtain additional appraisals within the effective period of the currentappraisal if the market prices decrease substantially.

 

(2) Other Government property. The Contractor mayelect to compute the rental charge using the appraisal method described inparagraph (e)(1) of this clause subject to the constraints therein or thefollowing formula in which rental time shall be expressed in increments of notless than one hour with portions of hours rounded to the next higher hour: Therental charge is calculated by multiplying 2 percent of the acquisition cost bythe hours of rental time, and dividing by 720.

 

(3) Alternative methodology. The Contractor mayrequest consideration of an alternative basis for computing the rental chargeif it considers the monthly rental rate or a time-based rental unreasonable orimpractical.

 

(f) Rental payments. (1) Rent is due 60 daysfollowing completion of the rental period or as otherwise specified in thecontract. The Contractor shall compute the rental due, and furnish records orother supporting data in sufficient detail to permit the ACO to verify therental time and computation. Payment shall be made by check payable to theTreasurer of the United States and sent to the contract administration officeidentified in this contract, unless otherwise specified by the ContractingOfficer.

 

(2) Interest will be charged if payment is notmade by the date specified in paragraph (f)(1) of this clause. Interestwill accrue at the ``Renegotiation Board Interest Rate’’ (published in theFederal Register semiannually on or about January 1\st\ and July 1\st\)for the period in which the rent is due.

 

(3) The Government’s acceptance of any rentalpayment under this clause, in whole or in part, shall not be construed as awaiver or relinquishment of any rights it may have against the Contractorstemming from the Contractor’s unauthorized use of Government property or anyother failure to perform this contract according to its terms.

 

(g) Use revocation. At any time during the rentalperiod, the Government may revoke nongovernmental use authorization and requirethe Contractor, at the Contractor’s expense, to return the property to theGovernment, restore the property to its pre-rental condition (less normal wearand tear), or both.

 

(h) Unauthorized use. The unauthorized use ofGovernment property can subject a person to fines, imprisonment, or both, under18 U.S.C. 641.

 

(End of clause)

 

52.252-6     AUTHORIZED DEVIATIONS IN CLAUSES (APR1984)

 

(a) The use in thissolicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)”after the date of the clause.

 

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(b) The use in thissolicitation or contract of any Defense Federal Acquisition RegulationSupplement (48 CFR Chapter 2) clause with an authorized deviation isindicated by the addition of “(DEVIATION)” after the name of the regulation.

 

(End of clause)

 

252.211-7003    ITEM IDENTIFICATION AND VALUATION (AUG2008)

 

(a) Definitions. Asused in this clause’

 

Automatic identificationdevice means a device, such as a reader or interrogator, used to retrieve dataencoded on machine-readable media.

 

Concatenated unique itemidentifier means—

 

(1) For items thatare serialized within the enterprise identifier, the linking together of theunique identifier data elements in order of the issuing agency code, enterpriseidentifier, and unique serial number within the enterprise identifier; or

 

(2) For items thatare serialized within the original part, lot, or batch number, the linkingtogether of the unique identifier data elements in order of the issuing agencycode; enterprise identifier; original part, lot, or batch number; and serialnumber within the original part, lot, or batch number.

 

Data qualifier means aspecified character (or string of characters) that immediately precedes a datafield that defines the general category or intended use of the data thatfollows.

 

DoD recognized uniqueidentification equivalent means a unique identification method that is incommercial use and has been recognized by DoD. All DoD recognized uniqueidentification equivalents are listed athttp://www.acq.osd.mil/dpap/pdi/uid/iuid_equivalents.html.

 

Enterprise means theentity (e.g., a manufacturer or vendor) responsible for assigning unique itemidentifiers to items.

 

Enterprise identifiermeans a code that is uniquely assigned to an enterprise by an issuing agency.

 

Government’s unitacquisition cost means—

 

(1) For fixed-pricetype line, subline, or exhibit line items, the unit price identified in thecontract at the time of delivery;

 

(2) For cost-type orundefinitized line, subline, or exhibit line items, the Contractor’s estimatedfully burdened unit cost to the Government at the time of delivery; and

 

(3) For itemsproduced under a time-and-materials contract, the Contractor’s estimated fullyburdened unit cost to the Government at the time of delivery.

 

Issuing agency means anorganization responsible for assigning a non-repeatable identifier to anenterprise (i.e., Dun & Bradstreet’s Data Universal Numbering System(DUNS) Number, GS1 Company Prefix, or Defense Logistics Information System(DLIS) Commercial and Government Entity (CAGE) Code).

 

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Issuing agency code meansa code that designates the registration (or controlling) authority for theenterprise identifier.

 

Item means a singlehardware article or a single unit formed by a grouping of subassemblies,components, or constituent parts.

 

Lot or batch number meansan identifying number assigned by the enterprise to a designated group ofitems, usually referred to as either a lot or a batch, all of which weremanufactured under identical conditions.

 

Machine-readable means anautomatic identification technology media, such as bar codes, contact memorybuttons, radio frequency identification, or optical memory cards.

 

Original part numbermeans a combination of numbers or letters assigned by the enterprise at itemcreation to a class of items with the same form, fit, function, and interface.

 

Parent item means theitem assembly, intermediate component, or subassembly that has an embedded itemwith a unique item identifier or DoD recognized unique identificationequivalent.

 

Serial number within theenterprise identifier means a combination of numbers, letters, or symbolsassigned by the enterprise to an item that provides for the differentiation ofthat item from any other like and unlike item and is never used again withinthe enterprise.

 

Serial number within thepart, lot, or batch number means a combination of numbers or letters assignedby the enterprise to an item that provides for the differentiation of that itemfrom any other like item within a part, lot, or batch number assignment.

 

Serialization within theenterprise identifier means each item produced is assigned a serial number thatis unique among all the tangible items produced by the enterprise and is neverused again. The enterprise is responsible for ensuring unique serializationwithin the enterprise identifier.

 

Serialization within thepart, lot, or batch number means each item of a particular part, lot, or batchnumber is assigned a unique serial number within that part, lot, or batchnumber assignment. The enterprise is responsible for ensuring uniqueserialization within the part, lot, or batch number within the enterpriseidentifier.

 

Unique item identifiermeans a set of data elements marked on items that is globally unique andunambiguous. The term includes a concatenated unique item identifier or a DoDrecognized unique identification equivalent.

 

Unique item identifiertype means a designator to indicate which method of uniquely identifying a parthas been used. The current list of accepted unique item identifier types ismaintained at http://www.acq.osd.mil/dpap/pdi/uid/uii_types.html.

 

(b) The Contractorshall deliver all items under a contract line, subline, or exhibit line item.

 

(c) Unique itemidentifier.

 

(1) The Contractorshall provide a unique item identifier for the following:

 

(i) All delivereditems for which the Government’s unit acquisition cost is $5,000 or more.

 

(ii) The followingitems for which the Government’s unit acquisition cost is less than $5,000:

 

Contract line, subline,or exhibit line
| item No. | Item description |   |
|----------|------------------|--------|

 

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(iii) Subassemblies,components, and parts embedded within delivered items as specified inAttachment Number ----.

 

(2) The unique itemidentifier and the component data elements of the DoD unique itemidentification shall not change over the life of the item.

 

(3) Data syntax andsemantics of unique item identifiers. The Contractor shall ensure that—

 

(i) The encoded dataelements (except issuing agency code) of the unique item identifier are markedon the item using one of the following three types of data qualifiers, asdetermined by the Contractor:

 

(A) ApplicationIdentifiers (AIs) (Format Indicator 05 of ISO/IEC International Standard15434), in accordance with ISO/IEC International Standard 15418, InformationTechnology—EAN/UCC Application Identifiers and Fact Data Identifiers andMaintenance and ANSI MH 10.8.2 Data Identifier and Application IdentifierStandard.

 

(B) Data Identifiers(DIs) (Format Indicator 06 of ISO/IEC International Standard 15434), inaccordance with ISO/IEC International Standard 15418, Information Technology—EAN/UCCApplication Identifiers and Fact Data Identifiers and Maintenance and ANSI MH10.8.2 Data Identifier and Application Identifier Standard.

 

(C) Text ElementIdentifiers (TEIs) (Format Indicator 12 of ISO/IEC International Standard15434), in accordance with the Air Transport Association Common Support DataDictionary; and

 

(ii) The encodeddata elements of the unique item identifier conform to the transfer structure,syntax, and coding of messages and data formats specified for Format Indicators05, 06, and 12 in ISO/IEC International Standard 15434, Information Technology—TransferSyntax for High Capacity Automatic Data Capture Media.

 

(4) Unique itemidentifier.

 

(i) The Contractorshall—

 

(A) Determinewhether to—

 

(1) Serialize withinthe enterprise identifier;

 

(2) Serialize withinthe part, lot, or batch number; or

 

(3) Use a DoDrecognized unique identification equivalent; and

 

(B) Place the dataelements of the unique item identifier (enterprise identifier; serial number;DoD recognized unique identification equivalent; and for serialization withinthe part, lot, or batch number only: original part, lot, or batch number) onitems requiring marking by paragraph (c)(1) of this clause, based on thecriteria provided in the version of MIL-STD-130, Identification Marking of U.S.Military Property, cited in the contract Schedule.

 

(ii) The issuingagency code—

 

(A) Shall not beplaced on the item; and

 

(B) Shall be derivedfrom the data qualifier for the enterprise identifier.

 

(d) For each itemthat requires unique item identification under paragraph (c)(1)(i) or (ii) ofthis clause, in addition to the information provided as part of the MaterialInspection and Receiving Report specified elsewhere in this

 

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contract, the Contractorshall report at the time of delivery, either as part of, or associated with,the Material Inspection and Receiving Report, the following information:

 

(1) Unique item identifier.

 

(2) Unique item identifier type.

 

(3) Issuing agencycode (if concatenated unique item identifier is used).

 

(4) Enterpriseidentifier (if concatenated unique item identifier is used).

 

(5) Original partnumber (if there is serialization within the original part number).

 

(6) Lot or batchnumber (if there is serialization within the lot or batch number).

 

(7) Current partnumber (optional and only if not the same as the original part number).

 

(8) Current partnumber effective date (optional and only if current part number is used).

 

(9) Serial number(if concatenated unique item identifier is used).

 

(10) Government’sunit acquisition cost.

 

(11) Unit of measure.

 

(e) For embeddedsubassemblies, components, and parts that require DoD unique itemidentification under paragraph (c)(1)(iii) of this clause, the Contractorshall report as part of, or associated with, the Material Inspection andReceiving Report specified elsewhere in this contract, the followinginformation:

 

(1) Unique itemidentifier of the parent item under paragraph (c)(1) of this clause thatcontains the embedded subassembly, component, or part.

 

(2) Unique itemidentifier of the embedded subassembly, component, or part.

 

(3) Unique itemidentifier type.**

 

(4) Issuing agencycode (if concatenated unique item identifier is used).**

 

(5) Enterpriseidentifier (if concatenated unique item identifier is used).**

 

(6) Original partnumber (if there is serialization within the original part number).**

 

(7) Lot or batchnumber (if there is serialization within the lot or batch number).**

 

(8) Current partnumber (optional and only if not the same as the original part number).**

 

(9) Current partnumber effective date (optional and only if current part number is used).**

 

(10) Serial number(if concatenated unique item identifier is used).**

 

(11) Description.

 

----

** Once per item.

 

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(f) The Contractorshall submit the information required by paragraphs (d) and (e) ofthis clause in accordance with the data submission procedures athttp://www.acq.osd.mil/dpap/pdi/uid/data_

submission_information.html.

 

(g) Subcontracts. Ifthe Contractor acquires by subcontract, any item(s) for which unique itemidentification is required in accordance with paragraph (c)(1) of thisclause, the Contractor shall include this clause, including this paragraph (g),in the applicable subcontract(s).

 

(End of clause)

 

252.227-7025     LIMITATIONS ON THE USE OR DISCLOSURE OFGOVERNMENT-FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS.  (JUN 1995)

 

(a)(1) For contractsrequiring the delivery of technical data, the terms “limited rights” and “Governmentpurpose rights” are defined in the Rights in Technical Data—Noncommercial Itemsclause of this contract.

 

(2) For contractsthat do not require the delivery of technical data, the terms “governmentpurpose rights” and “restricted rights” are defined in the Rights inNoncommercial Computer Software and Noncommercial Computer SoftwareDocumentation clause of this contract.

 

(3) For SmallBusiness Innovative Research program contracts, the terms “limited rights” and “restrictedrights” are defined in the Rights in Noncommercial Technical Data and ComputerSoftware—Small Business Innovative Research (SBIR) Program clause of thiscontract.

 

(b) Technical dataor computer software provided to the Contractor as Government furnishedinformation (GFI) under this contract may be subject to restrictions on use,modification, reproduction, release, performance, display, or furtherdisclosure.

 

(1) GFI marked withlimited or restricted rights legends. The Contractor shall use, modify,reproduce, perform, or display technical data received from the Government withlimited rights legends or computer software received with restricted rightslegends only in the performance of this contract. The Contractor shall not,without the express written permission of the party whose name appears in thelegend, release or disclose such data or software to any person.

 

(2) GFI marked withgovernment purpose rights legends. The Contractor shall use technical data orcomputer software received from the Government with government purpose rightslegends for government purposes only. The Contractor shall not, without theexpress written permission of the party whose name appears in the restrictivelegend, use, modify, reproduce, release, perform, or display such data orsoftware for any commercial purpose or disclose such data or software to aperson other than its subcontractors, suppliers, or prospective subcontractorsor suppliers, who require the data or software to submit offers for, orperform, contracts under this contract. Prior to disclosing the data orsoftware, the Contractor shall require the persons to whom disclosure will bemade to complete and sign the non-disclosure agreement at 227.7103-7 of theDefense Federal Acquisition Regulation Supplement (DFARS).

 

(3) GFI marked withspecially negotiated license rights legends. The Contractor shall use, modify,reproduce, release, perform, or display technical data or computer softwarereceived from the Government with specially negotiated license legends only aspermitted in the license. Such data or software may not be released ordisclosed to other persons unless permitted by the license and, prior torelease or disclosure, the intended recipient has completed the non-disclosureagreement at DFARS 227.7103-7. The Contractor shall modify paragraph (1)(c) ofthe non-disclosure agreement to reflect the recipient’s obligations regardinguse, modification, reproduction, release, performance, display, and disclosureof the data or software.

 

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(c) Indemnificationand creation of third party beneficiary rights. The Contractor agrees—

 

(1) To indemnify andhold harmless the Government, its agents, and employees from every claim orliability, including attorneys fees, court costs, and expenses, arising out of,or in any way related to, the misuse or unauthorized modification,reproduction, release, performance, display, or disclosure of technical data orcomputer software received from the Government with restrictive legends by theContractor or any person to whom the Contractor has released or disclosed suchdata or software; and

 

(2) That the partywhose name appears on the restrictive legend, in addition to any other rightsit may have, is a third party beneficiary who has the right of direct actionagainst the Contractor, or any person to whom the Contractor has released ordisclosed such data or software, for the unauthorized duplication, release, ordisclosure of technical data or computer software subject to restrictivelegends.

 

(End of clause)

 

252.247-7023     Transportation of Supplies by Sea (MAY 2002)

 

(a) Definitions.  As used in this clause —

 

(1) “Components”means articles, materials, and supplies incorporated directly into end productsat any level of manufacture, fabrication, or assembly by the Contractor or anysubcontractor.

 

(2) “Department ofDefense” (DoD) means the Army, Navy, Air Force, Marine Corps, and defenseagencies.

 

(3) “Foreign flagvessel” means any vessel that is not a U.S.-flag vessel.

 

(4) “Oceantransportation” means any transportation aboard a ship, vessel, boat, barge, orferry through international waters.

 

(5) “Subcontractor”means a supplier, materialman, distributor, or vendor at any level below the primecontractor whose contractual obligation to perform results from, or isconditioned upon, award of the prime contract and who is performing any part ofthe work or other requirement of the prime contract.

 

(6) “Supplies” meansall property, except land and interests in land, that is clearly identifiablefor eventual use by or owned by the DoD at the time of transportation by sea.

 

(i) An item isclearly identifiable for eventual use by the DoD if, for example, the contractdocumentation contains a reference to a DoD contract number or a militarydestination.

 

(ii) “Supplies”includes (but is not limited to) public works; buildings and facilities; ships;floating equipment and vessels of every character, type, and description, withparts, subassemblies, accessories, and equipment; machine tools; material;equipment; stores of all kinds; end items; construction materials; andcomponents of the foregoing.

 

(7) “U.S.-flagvessel” means a vessel of the United States or belonging to the United States,including any vessel registered or having national status under the laws of theUnited States.

 

(b)(1) TheContractor shall use U.S.-flag vessels when transporting any supplies by seaunder this contract.

 

(2) A subcontractortransporting supplies by sea under this contract shall use U.S.-flag vessels if—

 

(i) This contract isa construction contract; or

 

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(ii) The suppliesbeing transported are--

 

(A) Noncommercialitems; or

 

(B) Commercial itemsthat--

 

(1) The Contractoris reselling or distributing to the Government without adding value (generally,the Contractor does not add value to items that it contracts for f.o.b.destination shipment);

 

(2) Are shipped indirect support of U.S. military contingency operations, exercises, or forcesdeployed in humanitarian or peacekeeping operations; or

 

(3) Are commissaryor exchange cargoes transported outside of the Defense Transportation System inaccordance with 10 U.S.C. 2643.

 

(c) The Contractorand its subcontractors may request that the Contracting Officer authorizeshipment in foreign-flag vessels, or designate available U.S.-flag vessels, ifthe Contractor or a subcontractor believes that --

 

(1) U.S.-flagvessels are not available for timely shipment;

 

(2) The freightcharges are inordinately excessive or unreasonable; or

 

(3) Freight chargesare higher than charges to private persons for transportation of like goods.

 

(d) The Contractormust submit any request for use of other than U.S.-flag vessels in writing tothe Contracting Officer at least 45 days prior to the sailing date necessary tomeet its delivery schedules.  TheContracting Officer will process requests submitted after such date(s) asexpeditiously as possible, but the Contracting Officer’s failure to grantapprovals to meet the shipper’s sailing date will not of itself constitute acompensable delay under this or any other clause of this contract.  Requests shall contain at a minimum --

 

(1) Type, weight,and cube of cargo;

 

(2) Requiredshipping date;

 

(3) Special handlingand discharge requirements;

 

(4) Loading anddischarge points;

 

(5) Name of shipperand consignee;

 

(6) Prime contractnumber; and

 

(7) A documenteddescription of efforts made to secure U.S.-flag vessels, including points ofcontact (with names and telephone numbers) with at least two U.S.-flag carrierscontacted.  Copies of telephone notes,telegraphic and facsimile message or letters will be sufficient for thispurpose.

 

(e) The Contractorshall, within 30 days after each shipment covered by this clause, provide theContracting Officer and the Maritime Administration, Office of CargoPreference, U.S. Department of Transportation, 400 Seventh Street SW.,Washington, DC 20590, one copy of the rated on board vessel operating carrier’socean bill of lading, which shall contain the following information:

 

(1) Prime contractnumber;

 

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(2) Name of vessel;

 

(3) Vessel flag ofregistry;

 

(4) Date of loading;

 

(5) Port of loading;

 

(6) Port of finaldischarge;

 

(7) Description ofcommodity;

 

(8) Gross weight inpounds and cubic feet if available;

 

(9) Total oceanfreight in U.S. dollars; and

 

(10) Name of thesteamship company.

 

(f) The Contractorshall provide with its final invoice under this contract a representation thatto the best of its knowledge and belief--

 

(1) No oceantransportation was used in the performance of this contract;

 

(2) Oceantransportation was used and only U.S.-flag vessels were used for all oceanshipments under the contract;

 

(3) Oceantransportation was used, and the Contractor had the written consent of theContracting Officer for all non-U.S.-flag ocean transportation; or

 

(4) Oceantransportation was used and some or all of the shipments were made onnon-U.S.-flag vessels without the written consent of the ContractingOfficer.  The Contractor shall describethese shipments in the following format:

 
| **ITEM  DESCRIPTION** | ** ** | **CONTRACT  LINE ITEMS** | ** ** | **QUANTITY** |
|-----------------------|------------|--------------------------|------------|--------------|
| ** **            | ** ** | ** **               | ** ** | ** **   |
| ** **            | ** ** | ** **               | ** ** | ** **   |
|                  |       |                     |       |         |
| TOTAL                 |       |                     |       |         |

 

(g) If the finalinvoice does not include the required representation, the Government willreject and return it to the Contractor as an improper invoice for the purposesof the Prompt Payment clause of this contract. In the event there has been unauthorized use of non-U.S.-flag vessels inthe performance of this contract, the Contracting Officer is entitled toequitably adjust the contract, based on the unauthorized use.

 

(h) In the award ofsubcontracts for the types of supplies described in paragraph (b)(2) ofthis clause, the Contractor shall flow down the requirements of this clause asfollows:

 

(1) The Contractorshall insert the substance of this clause, including this paragraph (h), insubcontracts that exceed the simplified acquisition threshold in part 2 of theFederal Acquisition Regulation.

 

(2) The Contractorshall insert the substance of paragraphs (a) through (e) of thisclause, and this paragraph (h), in subcontracts that are at or below thesimplified acquisition threshold in part 2 of the Federal AcquisitionRegulation.

 

(End of clause)

 

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252.247-7024 Notificationof Transportation of Supplies by Sea (MAR 2000)

 

(a) The Contractorhas indicated by the response to the solicitation provision, Representation ofExtent of Transportation by Sea, that it did not anticipate transporting by seaany supplies.  If, however, after theaward of this contract, the Contractor learns that supplies, as defined in theTransportation of Supplies by Sea clause of this contract, will be transportedby sea, the Contractor --

 

(1) Shall notify theContracting Officer of that fact; and

 

(2) Hereby agrees tocomply with all the terms and conditions of the Transportation of Supplies bySea clause of this contract.

 

(b) The Contractorshall include this clause; including this paragraph (b), revised as necessaryto reflect the relationship of the contracting parties--

 

(1) In allsubcontracts under this contract, if this contract is a construction contract;or

 

(2) If this contractis not a construction contract, in all subcontracts under this contract thatare for--

 

(i) Noncommercialitems; or

 

(ii) Commercialitems that—

 

(A) The Contractoris reselling or distributing to the Government without adding value (generally,the Contractor does not add value to items that it subcontracts for f.o.b.destination shipment);

 

(B) Are shipped indirect support of U.S. military contingency operations, exercises, or forcesdeployed in humanitarian or peacekeeping operations; or

 

(C) Are commissaryor exchange cargoes transported outside of the Defense Transportation System inaccordance with 10 U.S.C. 2643.

 

(End of clause)

 

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Section J - List ofDocuments, Exhibits and Other Attachments

 

CLAUSES INCORPORATED BYFULL TEXT

 

The followingdocument(s), exhibit(s), and other attachment(s) form a part of thiscontract:

 

Contract DataRequirements List, DD Form 1423 – Exhibit A, 3,page(s);

 

Contractor Data RightsAssertion – Attachment 1, 1, page(s);

 

Financial Accounting DataSheet – Attachment 2, 1, page(s).

 

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