The following US Government FARs and DFARs are applicable to all purchase orders referencing Prime Contract N00014-22-C-2002.
Please visit https://www.acquisition.gov/browse/index/far for full text of Part 52 and https://www.acquisition.gov/dfars for full text of Part 252
N00014-22-C-2002 BASE
Section I - Contract ClausesFAR 52.252-2 Clauses Incorporated by Reference. (FEB 1998)This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/ (End of clause)


Clauses Included by Reference ClauseDatabase Clause Number Clause TitleFAR 52.202-1 Definitions. (JUN 2020)
FAR 52.203-3 Gratuities. (APR 1984)
FAR 52.203-5 Covenant Against Contingent Fees. (MAY 2014)
FAR 52.203-6 Restrictions on Subcontractor Sales to the Government. (JUN 2020) FAR 52.203-7 Anti-Kickback Procedures. (JUN 2020)
FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. (MAY 2014)
FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. (MAY 2014)
FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (JUN 2020) FAR 52.203-13 Contractor Code of Business Ethics and Conduct. (NOV 2021)
FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. (JAN 2017)
FAR 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011) FAR 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. (JUN 2020) FAR 52.204-13 System for Award Management Maintenance. (OCT 2018)
FAR 52.204-18 Commercial and Government Entity Code Maintenance. (AUG 2020)
FAR 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014) FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (NOV 2021)
FAR 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities. (NOV 2021)
FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021)
FAR 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021)
FAR 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (OCT 2018) FAR 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015)
FAR 52.210-1 Market Research. (NOV 2021)
FAR 52.215-2 Audit and Records - Negotiation. (JUN 2020)
FAR 52.215-8 Order of Precedence - Uniform Contract Format. (OCT 1997)
FAR 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data. (AUG 2011) FAR 52.215-12 Subcontractor Certified Cost or Pricing Data. (JUN 2020)
FAR 52.215-14 Integrity of Unit Prices. (NOV 2021)
FAR 52.215-15 Pension Adjustments and Asset Reversions. (OCT 2010) FAR 52.215-17 Waiver of Facilities Capital Cost of Money. (OCT 1997)
FAR 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions. (JUL 2005)
FAR 52.215-19 Notification of Ownership Changes. (OCT 1997)
FAR 52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications. (NOV 2021)
FAR 52.215-23 Limitations on Pass-Through Charges. (JUN 2020) -- Alternate I (OCT 2009) FAR 52.216-8 Fixed Fee. (JUN 2011)
FAR 52.219-8 Utilization of Small Business Concerns. (OCT 2018) FAR 52.222-3 Convict Labor. (JUN 2003)
FAR 52.222-21 Prohibition of segregated facilities. (APR 2015) FAR 52.222-26 Equal Opportunity. (SEP 2016)
FAR 52.222-37 Employment Reports on Veterans. (JUN 2020)
FAR 52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC 2010) FAR 52.222-50 Combating Trafficking in Persons. (NOV 2021)
FAR 52.222-54 Employment Eligibility Verification. (NOV 2021) FAR 52.223-6 Drug-Free Workplace. (MAY 2001)
FAR 52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving. (JUN 2020) FAR 52.225-13 Restrictions on Certain Foreign Purchases. (FEB 2021)
FAR 52.227-1 Authorization and Consent. (JUN 2020) -- Alternate I (APR 1984)
FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement. (JUN 2020) FAR 52.227-10 Filing of Patent Applications - Classified Subject Matter. (DEC 2007)
FAR 52.228-7 Insurance - Liability to Third Persons. (MAR 1996) FAR 52.232-9 Limitation on Withholding of Payments. (APR 1984) FAR 52.232-17 Interest. (MAY 2014)
FAR 52.232-20 Limitation of Cost. (APR 1984) FAR 52.232-22 Limitation of Funds. (APR 1984) FAR 52.232-23 Assignment of Claims. (MAY 2014)
FAR 52.232-25 Prompt Payment. (JAN 2017) - Alternate I (FEB 2002)
FAR 52.232-33 Payment by Electronic Funds Transfer - System for Award Management. (OCT 2018) FAR 52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013)
FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (NOV 2021) FAR 52.233-1 Disputes. (MAY 2014)
FAR 52.233-3 Protest After Award. (AUG 1996) - Alternate I (JUN 1985) FAR 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004) FAR 52.242-1 Notice of Intent to Disallow Costs. (APR 1984)
FAR 52.242-3 Penalties for Unallowable Costs. (SEP 2021) FAR 52.242-4 Certification of Final Indirect Costs. (JAN 1997) FAR 52.242-13 Bankruptcy. (JUL 1995)
FAR 52.243-2 Changes - Cost-Reimbursement. (AUG 1987) - Alternate V (APR 1984) FAR 52.244-5 Competition in Subcontracting. (DEC 1996)
FAR 52.245-1 Government Property. (SEP 2021) FAR 52.245-9 Use and Charges. (APR 2012)
FAR 52.246-23 Limitation of Liability. (FEB 1997)
FAR 52.246-25 Limitation of Liability - Services. (FEB 1997) FAR 52.249-6 Termination (Cost-Reimbursement). (MAY 2004)
FAR 52.249-14 Excusable Delays. (APR 1984)
FAR 52.253-1 Computer Generated Forms. (JAN 1991)
DFARS 252.201-7000 Contracting officer's representative. (DEC 1991)
DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials. (SEP 2011)
DFARS 252.203-7001 Prohibition on persons convicted of fraud or other defense-contract-related felonies. (DEC 2008)
DFARS 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. (SEP 2013) DFARS 252.203-7003 Agency Office of the Inspector General. (AUG 2019)
DFARS 252.204-7000 Disclosure of information. (OCT 2016)
DFARS 252.204-7002 Payment for Contract Line or Subline Items Not Separately Priced. (APR 2020) DFARS 252.204-7003 Control of government personnel work product. (APR 1992)
DFARS 252.204-7005 Removed and Reserved. (APR 2019) DFARS 252.204-7006 Billing instructions. (OCT 2005)
DFARS 252.204-7009 Limitations on the use or disclosure of third-party contractor reported cyber incident information. (OCT 2016)
DFARS 252.204-7012 Safeguarding covered defense information and cyber incident reporting. (DEC 2019) DFARS 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. (MAY 2016) DFARS 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services. (JAN 2021)
DFARS 252.204-7020 NIST SP 800-171 DoD Assessment Requirements. (NOV 2020) DFARS 252.204-7022 Expediting Contract Closeout (MAY 2021)
DFARS 252.205-7000 Provision of information to cooperative agreement holders. (DEC 1991)
DFARS 252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that
is a State Sponsor of Terrorism. (MAY 2019)
DFARS 252.211-7007 Reporting of Government-Furnished Property. (AUG 2012) DFARS 252.211-7008 Use of Government-assigned Serial Numbers. (SEP 2010) DFARS 252.215-7002 Cost estimating system requirements. (DEC 2012)
DFARS 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements. (DEC 2010) DFARS 252.223-7004 Drug-free work force. (SEP 1988)
DFARS 252.225-7012 Preference for certain domestic commodities. (DEC 2017) DFARS 252.225-7048 Export-Controlled Items. (JUN 2013)
DFARS 252.225-7052 Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten. (OCT 2020) DFARS 252.226-7001 Utilization of Indian organizations, Indian-owned economic enterprises, and native Hawaiian small business concerns. (APR 2019)
DFARS 252.227-7013 Rights in technical data-Noncommercial items. (FEB 2014) DFARS 252.227-7016 Rights in bid or proposal information. (JAN 2011)
DFARS 252.227-7019 Validation of asserted restrictions-Computer software. (SEP 2016)
DFARS 252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. (MAY 2013)
DFARS 252.227-7027 Deferred ordering of technical data or computer software. (APR 1988) DFARS 252.227-7030 Technical data - withholding of payment. (MAR 2000)
DFARS 252.227-7037 Validation of restrictive markings on technical data. (SEP 2016) DFARS 252.227-7039 Patents - reporting of subject inventions. (APR 1990)
DFARS 252.231-7000 Supplemental cost principles. (DEC 1991)
DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. (DEC 2018) DFARS 252.232-7010 Levies on Contract Payments. (DEC 2006)
DFARS 252.232-7017 Accelerating Payments to Small Business Subcontractors-Prohibition on Fees and Consideration. (APR 2020)
DFARS 252.235-7010 Acknowledgment of support and disclaimer. (MAY 1995) DFARS 252.242-7004 Material Management and Accounting System. (MAY 2011) DFARS 252.242-7005 Contractor business systems. (FEB 2012)
DFARS 252.242-7006 Accounting system administration. (FEB 2012) DFARS 252.243-7002 Requests for equitable adjustment. (DEC 2012) DFARS 252.244-7000 Subcontracts for Commercial Items. (JAN 2021)
DFARS 252.244-7001 Contractor purchasing system administration. (MAY 2014)
DFARS 252.245-7001 Tagging, labeling, and marking of government-furnished property (APR 2012) DFARS 252.245-7002 Reporting Loss of Government Property. (JAN 2021)
DFARS 252.245-7003 Contractor Property Management System Administration. (APR 2012) DFARS 252.245-7004 Reporting, Reutilization, and Disposal. (DEC 2017)
DFARS 252.246-7008 Sources of Electronic Parts. (MAY 2018) DFARS 252.247-7023 Transportation of supplies by sea. (FEB 2019)
Clauses Included by Full TextFAR 52.204-2 Security Requirements. (MAR 2021)This clause applies to the extent that this contract involves access to information classified
Confidential, Secret, or Top Secret.
The Contractor shall comply with (1) the Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (32 CFR part 117), and (2) any revisions to that manual, notice of which has been furnished to the Contractor.
If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.
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The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.
(End of clause)
FAR 52.216-7 Allowable Cost and Payment. (AUG 2018)Invoicing. (1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.
Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.
The designated payment office will make interim payments for contract financing on the [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30th"] day after the designated billing office receives a proper payment request.
In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.
Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term costs includes only-
Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;
When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-
Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made-
In accordance with the terms and conditions of a subcontract or invoice; and
Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;
Materials issued from the Contractor's inventory and placed in the production process for use on the contract;
Direct labor;
Direct travel;
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Other direct in-house costs; and
Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and
The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.
Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless-
The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and
The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).
Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) below.
Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.
Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.
Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.
(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.
The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.
An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:
Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.
General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).
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Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.
Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.
Claimed allocation bases, by element of cost, used to distribute indirect costs.
Facilities capital cost of money factors computation.
Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.
Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.
Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.
Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).
Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.
Reconciliation of total payroll per IRS form 941 to total labor costs distribution.
Listing of decisions/agreements/approvals and description of accounting/organizational changes.
Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).
Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).
The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:
Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.
General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p). N00014-22-C-2002 BASE
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Additional salary reference information is available at https://www.whitehouse.gov/ wpcontent/ uploads/2017/11/ContractorCompensationCapContractsAward edBeforeJune24.pdf and https://www.whitehouse.gov/wpcontent/ uploads/2017/11/ContractorCompensationCapContractsAward edafterJune24.pdf.
Identification of prime contracts under which the contractor performs as a subcontractor.
Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).
Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).
Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).
Management letter from outside CPAs concerning any internal control weaknesses.
Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G)
of this section.
List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.
Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.
Federal and State income tax returns.
Securities and Exchange Commission 10-K annual report.
Minutes from board of directors meetings.
Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.
Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.
The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.
The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify
(i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply,
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(iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.
Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.
Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.
(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may-
Determine the amounts due to the Contractor under the contract; and
Record this determination in a unilateral modification to the contract.
(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.
Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates-
Shall be the anticipated final rates; and
May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.
Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.
Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for prior overpayments or underpayments.
Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.
The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other N00014-22-C-2002 BASE
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amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver-
An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and
A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except-
Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;
Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and
Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability. (End of clause)
FAR 52.217-9 Option To Extend the Term of the Contract. (MAR 2000)The Government may extend the term of this contract by written notice to the Contractor within the period of performance of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 1 day before the contract expires. The preliminary notice does not commit the Government to an extension.
If the Government exercises this option, the extended contract shall be considered to include this option clause.
The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.
(End of clause)
FAR 52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns. (SEP 2021)Evaluation preference. (1) Offers will be evaluated by adding a factor of 10 percent to the price of all offers, except-
Offers from HUBZone small business concerns that have not waived the evaluation preference; and
Otherwise successful offers from small business concerns.
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The factor of 10 percent shall be applied on a line item basis or to any group of items on which award may be made. Other evaluation factors described in the solicitation shall be applied before application of the factor.
When the two highest rated offerors are a HUBZone small business concern and a large business, and the evaluated offer of the HUBZone small business concern is equal to the evaluated offer of the large business after considering the price evaluation preference, award will be made to the HUBZone small business concern.
Waiver of evaluation preference. A HUBZone small business concern may elect to waive the evaluation preference, in which case the factor will be added to its offer for evaluation purposes. [ ] Offeror elects to waive the evaluation preference.
Notice. The HUBZone small business offeror acknowledges that a prospective HUBZone awardee must be a HUBZone small business concern at the time of award of this contract. The HUBZone offeror shall provide the Contracting Officer a copy of the notice required by 13 CFR
126.501 if material changes occur before contract award that could affect its HUBZone eligibility. If the apparently successful HUBZone offeror is not a HUBZone small business concern at the time of award of this contract, the Contracting Officer will proceed to award to the next otherwise successful HUBZone small business concern or other offeror.
(End of clause)
FAR 52.219-28 Post-Award Small Business Program Rerepresentation. (SEP 2021)Definitions. As used in this clause-
Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.
Small business concern-
Means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.
Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.
If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following:
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Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.
Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.
For long-term contracts-
Within 60 to 120 days prior to the end of the fifth year of the contract; and
Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.
If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of
this clause, when the Contracting Officer explicitly requires it for an order issued under a multipleaward contract.
The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-sizestandards.
The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees if the acquisition-
Was set aside for small business and has a value above the simplified acquisition threshold;
Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or
Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.
Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph
(c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.
If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause.
If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:
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The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code [ ] assigned to contract number [ ].
(Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.
(Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents that it [ ] is, [ ] is not a women-owned small business concern.
Women-owned small business (WOSB) concern eligible under the WOSB Program. (Complete only if the Contractor represented itself as a women-owned small business concern in paragraph (h)(3) of this clause.) The Contractor represents that-
It [ ] is, [ ] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and
It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(4)(i) of this clause is
accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture. The Contractor shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture: [ ]. Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.
Economically disadvantaged women-owned small business (EDWOSB) concern. (Complete only if the Contractor represented itself as a women-owned small business concern eligible under the WOSB Program in (h)(4) of this clause.) The Contractor represents that-
It [ ] is, [ ] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and
It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(5)(i) of this clause is accurate for each EDWOSB concern participating in the joint venture. The Contractor shall enter the name or names of the EDWOSB concern and other small businesses that are participating in the joint venture: [ ]. Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.
(Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents that it [ ] is, [ ] is not a veteran-owned small business concern.
(Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.) The Contractor represents that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.
(Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents thatN00014-
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It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and
It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: [ ]. Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.
[Contractor to sign and date and insert authorized signer's name and title.] (End of clause)
FAR 52.222-2 Payment for Overtime Premiums. (JUL 1990)The use of overtime is authorized under this contract if the overtime premium cost does not exceed zero or the overtime premium is paid for work-
Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;
By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;
To perform tests, industrial processes, laboratory procedures, loading or unloading of
transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or
That will result in lower overall costs to the Government.
Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall-
Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;
Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;
Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and
Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.
(End of clause)
FAR 52.222-35 Equal Opportunity for Veterans. (JUN 2020)N00014-22-C-2002 BASE
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Definitions. As used in this clause-
"Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at Federal Acquisition Regulation (FAR) 22.1301.
Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.
Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.
(End of clause)
FAR 52.222-36 Equal Opportunity for Workers with Disabilities. (JUN 2020)Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.
Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.
(End of clause)
FAR 52.227-11 Patent Rights-Ownership by the Contractor. (MAY 2014)As used in this clause-
Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.)
Made means-
When used in relation to any invention other than a plant variety, the conception or
first actual reduction to practice of the invention; or
When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics.
Nonprofit organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26
U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26
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U.S.C. 501(a)), or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute.
Practical application means to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.
Subject invention means any invention of the Contractor made in the performance of work under this contract.
Contractor's rights (1) Ownership. The Contractor may retain ownership of each subject invention throughout the world in accordance with the provisions of this clause.
(2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains.
(ii) The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f).
Contractor's obligations. (1) The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure shall identify the inventor(s) and this contract under which the subject invention was made. It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale (i.e., sale or offer for sale), or public use of the subject invention, or whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use.
The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer within 2 years of disclosure to the agency. However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period.
The Contractor shall file either a provisional or a nonprovisional patent application or a Plant Variety Protection Application on an elected subject invention within 1 year after election. However, in any case where a publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the Contractor shall file the application prior to the end of that statutory period. If the Contractor files a provisional application, it shall file a nonprovisional application within 10 months of the filing of the provisional application. The Contractor shall file patent applications in additional countries or international patent offices within either 10
months of the first filed patent application (whether provisional or nonprovisional) or 6
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months from the date permission is granted by the Commissioner of Patents to file foreign patent applications where such filing has been prohibited by a Secrecy Order.
The Contractor may request extensions of time for disclosure, election, or filing under paragraphs (c)(1), (c)(2), and (c)(3) of this clause.
Government's rights-(1) Ownership. The Contractor shall assign to the agency, on written request, title to any subject invention-
If the Contractor fails to disclose or elect ownership to the subject invention within the times specified in paragraph (c) of this clause, or elects not to retain ownership; provided, that the agency may request title only within 60 days after learning of the Contractor's failure to disclose or elect within the specified times.
In those countries in which the Contractor fails to file patent applications within the times specified in paragraph (c) of this clause; provided, however, that if the Contractor has filed a patent application in a country after the times specified in paragraph (c) of this clause, but prior to its receipt of the written request of the agency, the Contractor shall continue to retain ownership in that country.
In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention.
(2) License. If the Contractor retains ownership of any subject invention, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on its behalf, the subject invention throughout the world.
Contractor action to protect the Government's interest. (1) The Contractor shall execute or have executed and promptly deliver to the agency all instruments necessary to-
Establish or confirm the rights the Government has throughout the world in those subject inventions in which the Contractor elects to retain ownership; and
Assign title to the agency when requested under paragraph (d) of this clause and to enable the Government to obtain patent protection and plant variety protection for that subject invention in any country.
The Contractor shall require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in the Contractor's format, each subject invention in order that the Contractor can comply with the disclosure provisions of paragraph (c) of this clause, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. The disclosure format should require, as a minimum, the information required by paragraph (c)(1) of this clause. The Contractor shall instruct such employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to
U.S. or foreign statutory bars.
The Contractor shall notify the Contracting Officer of any decisions not to file a nonprovisional patent application, continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response or filing period required by the relevant patent office.
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The Contractor shall include, within the specification of any United States nonprovisional patent or plant variety protection application and any patent or plant variety protection certificate issuing thereon covering a subject invention, the following statement, "This invention was made with Government support under (identify the contract) awarded by (identify the agency). The Government has certain rights in the invention."
Reporting on utilization of subject inventions. The Contractor shall submit, on request, periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining utilization of the subject invention that are being made by the Contractor or its licensees or assignees. The reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and other data and information as the agency may reasonably specify. The Contractor also shall provide additional reports as may be requested by the agency in connection with any march-in proceeding undertaken by the agency in accordance with paragraph (h) of this clause. The Contractor also shall mark any utilization report as confidential/proprietary to help prevent inadvertent release outside the Government. As required by 35 U.S.C. 202(c)(5), the agency will not disclose that information to persons outside the Government without the Contractor's permission.
Preference for United States industry. Notwithstanding any other provision of this clause, neither the Contractor nor any assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for an agreement may be waived by the agency upon a showing by the Contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States, or that under the circumstances domestic manufacture is not commercially feasible.
March-in rights. The Contractor acknowledges that, with respect to any subject invention in which it has retained ownership, the agency has the right to require licensing pursuant to 35
U.S.C. 203 and 210(c), and in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of the agency in effect on the date of contract award.
Special provisions for contracts with nonprofit organizations. If the Contractor is a nonprofit organization, it shall-
Not assign rights to a subject invention in the United States without the written approval of the agency, except where an assignment is made to an organization that has as one of its primary functions the management of inventions, provided, that the assignee shall be subject to the same provisions as the Contractor;
Share royalties collected on a subject invention with the inventor, including Federal employee co-inventors (but through their agency if the agency deems it appropriate) when the subject invention is assigned in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;
Use the balance of any royalties or income earned by the Contractor with respect to subject inventions, after payment of expenses (including payments to inventors) incidental to the administration of subject inventions for the support of scientific research or education; and
Make efforts that are reasonable under the circumstances to attract licensees of subject inventions that are small business concerns, and give a preference to a small business concern when licensing a subject invention if the Contractor determines that the small business concern has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention to practical application as any plans N00014-22-C-2002 BASE
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or proposals from applicants that are not small business concerns; provided, that the Contractor is also satisfied that the small business concern has the capability and resources to carry out its plan or proposal. The decision whether to give a preference in any specific case will be at the discretion of the Contractor.
Allow the Secretary of Commerce to review the Contractor's licensing program and decisions regarding small business applicants, and negotiate changes to its licensing policies, procedures, or practices with the Secretary of Commerce when the Secretary's review discloses that the Contractor could take reasonable steps to more effectively implement the requirements of paragraph (i)(4) of this clause.
Communications.[Complete according to agency instructions.]
Subcontracts. (1) The Contractor shall include the substance of this clause, including this
paragraph (k), in all subcontracts for experimental, developmental, or research work to be performed by a small business concern or nonprofit organization.
The Contractor shall include in all other subcontracts for experimental, developmental, or research work the substance of the patent rights clause required by FAR Subpart 27.3.
At all tiers, the patent rights clause must be modified to identify the parties as follows: references to the Government are not changed, and the subcontractor has all rights and obligations of the Contractor in the clause. The Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.
In subcontracts, at any tier, the agency, the subcontractor, and the Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the agency with respect to the matters covered by the clause; provided, however, that nothing in this paragraph is intended to confer any jurisdiction under the Contract Disputes statute in connection with proceedings under paragraph (h) of this clause.
(End of clause)
FAR 52.244-2 Subcontracts. (JUN 2020)Definitions. As used in this clause-
Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).
Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.
Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.
When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.
If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that-
Is of the cost-reimbursement, time-and-materials, or labor-hour type; or
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Is fixed-price and exceeds-
For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or
For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract.
If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts: [ ]
(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:
A description of the supplies or services to be subcontracted.
Identification of the type of subcontract to be used.
Identification of the proposed subcontractor.
The proposed subcontract price.
The subcontractor's current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.
The subcontractor's Disclosure Statement or Certificate relating to Cost
Accounting Standards when such data are required by other provisions of this contract.
A negotiation memorandum reflecting-
The principal elements of the subcontract price negotiations;
The most significant considerations controlling establishment of initial or revised prices;
The reason certified cost or pricing data were or were not required;
The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing data in determining the price objective and in negotiating the final price;
The extent to which it was recognized in the negotiation that the subcontractor's certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;
The reasons for any significant difference between the Contractor's price objective and the price negotiated; and
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A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.
(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause.
Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute a determination-
Of the acceptability of any subcontract terms or conditions;
Of the allowability of any cost under this contract; or
To relieve the Contractor of any responsibility for performing this contract.
No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).
The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.
The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.
Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: Material Sciences Corporation (MSC)
(End of clause)
FAR 52.244-6 Subcontracts for Commercial Products and Commercial Services. (JAN 2022)Definitions. As used in this clause-
Commercial product, commercial service, and commercially available off-the-shelf item have the meanings contained in Federal Acquisition Regulation (FAR) 2.101.
Subcontract includes a transfer of commercial products or commercial services between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.
To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial products, commercial services, or nondevelopmental items as components of items to be supplied under this contract.
(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial products or
commercial services:
52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41
U.S.C. 3509), if the subcontract exceeds the threshold specified in FAR 3.1004(a) on the date of subcontract award, and has a performance period of N00014-22-C-2002 BASE
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more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.
52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.
52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017).
52.204-21, Basic Safeguarding of Covered Contractor Information Systems (NOV 2021), other than subcontracts for commercially available off-the-shelf items, if flow down is required in accordance with paragraph (c) of FAR clause 52.204-21.
52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).
52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).
52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
52.222-21, Prohibition of Segregated Facilities (APR 2015).
(ix) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).
52.222-35, Equal Opportunity for Veterans (JUN 2020)(38 U.S.C. 4212(a)).
52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29
U.S.C. 793).
52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).
52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause 52.222-40.
(xiv)(A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).
(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).
52.222-55, Minimum Wages for Contractor Workers under Executive Order 14026 (JAN 2022), if flowdown is required in accordance with paragraph
(k) of FAR clause 52.222-55.
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52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706), if flowdown is required in accordance with paragraph (m) of FAR clause 52.222-62.
(xvii)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a) if flow down is required in accordance with 52.224-3(f).
(B) Alternate I (JAN 2017) of 52.224-3, if flow down is required in
accordance with 52.224-3(f) and the agency specifies that only its agency-provided training is acceptable).
52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).
52.232-40, Providing Accelerated Payments to Small Business Subcontractors (NOV 2021), if flow down is required in accordance with paragraph (c) of FAR clause 52.232-40.
52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64.
(2) While not required, the Contractor may flow down to subcontracts for commercial products or commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.
(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.
(End of clause)
FAR 52.252-4 Alterations in Contract. (APR 1984)Portions of this contract are altered as follows: Revisions or supplements after issuance of the solicitation or contract award will occur via amendment or modification.
(End of clause)
FAR 52.252-6 Authorized Deviations in Clauses. (NOV 2020)The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter
1) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the date of the clause.
The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.
(End of clause)
DFARS 252.227-7017 Identification and assertion of use, release, or disclosure restrictions. (JAN 2011)The terms used in this provision are defined in following clause or clauses contained in this solicitationN00014-
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If a successful offeror will be required to deliver technical data, the Rights in Technical Data-Noncommercial Items clause, or, if this solicitation contemplates a contract under the Small Business Innovation Research Program, the Rights in Noncommercial Technical Data and Computer Software-Small Business Innovation Research (SBIR) Program clause.
If a successful offeror will not be required to deliver technical data, the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause, or, if this solicitation contemplates a contract under the Small Business Innovation Research Program, the Rights in Noncommercial Technical Data and Computer Software-Small Business Innovation Research (SBIR) Program clause.
The identification and assertion requirements in this provision apply only to technical data, including computer software documents, or computer software to be delivered with other than unlimited rights. For contracts to be awarded under the Small Business Innovation Research Program, the notification requirements do not apply to technical data or computer software that will be generated under the resulting contract. Notification and identification is not required for restrictions based solely on copyright.
Offers submitted in response to this solicitation shall identify, to the extent known at the time an offer is submitted to the Government, the technical data or computer software that the Offeror, its subcontractors or suppliers, or potential subcontractors or suppliers, assert should be furnished to the Government with restrictions on use, release, or disclosure.
The Offeror's assertions, including the assertions of its subcontractors or suppliers or potential
subcontractors or suppliers shall be submitted as an attachment to its offer in the following format, dated and signed by an official authorized to contractually obligate the Offeror:
Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data or Computer Software.
The Offeror asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following technical data or computer software should be restricted:
Technical data or Computer Software to be furnished with restrictions* [ ]
Basis for assertion** [ ]
Asserted rights category*** [ ]
Name of person asserting restrictions**** [ ]
*For technical data (other than computer software documentation) pertaining to items, components, or processes developed at private expense, identify both the deliverable technical data and each such items, component, or process. For computer software or computer software documentation identify the software or documentation.
**Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions. For technical data, other than computer software documentation, development refers to development of the item, component, or process to which the data pertain. N00014-22-C-2002 BASE
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The Government's rights in computer software documentation generally may not be restricted. For computer software, development refers to the software. Indicate whether development was accomplished exclusively or partially at private expense. If development was not accomplished at private expense, or for computer software documentation, enter the specific basis for asserting restrictions.
***Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data generated under another contract, limited, restricted, or government purpose rights under this or a prior contract, or specially negotiated licenses).
****Corporation, individual, or other person, as appropriate.
*****Enter "none" when all data or software will be submitted without restrictions. Date
Printed Name and Title Signature (End of identification and assertion)
An offeror's failure to submit, complete, or sign the notification and identification required by paragraph (d) of this provision with its offer may render the offer ineligible for award.
If the Offeror is awarded a contract, the assertions identified in paragraph (d) of this provision shall be listed in an attachment to that contract. Upon request by the Contracting Officer, the Offeror shall provide sufficient information to enable the Contracting Officer to evaluate any listed assertion.
(End of provision)
DFARS 252.235-7011 Final scientific or technical report. (DEC 2019)The Contractor shall-
Submit an electronic copy of the approved final scientific or technical report, not a summary, delivered under this contract to the Defense Technical Information Center (DTIC) through the web-based input system at https://discover.dtic.mil/submit-documents/ as required by DoD Instruction 3200.12, DoD Scientific and Technical Information Program (STIP). Include a completed Standard Form (SF) 298, Report Documentation Page, in the document, or complete the web-based SF 298.
For instructions on submitting multi-media reports, follow the instructions at
https://discover.dtic.mil/submit-documents/
Email classified reports (up to Secret) to dtic.belvoir.da.mbx.tr@mail.smil.mil. If a SIPRNET email capability is not available, follow the classified submission instructions at
https://discover.dtic.mil/submit-documents/. (End of clause)
DFARS Deviations 252.225-7972 PROHIBITION ON THE PROCUREMENT OF FOREIGNMADE UNMANNED AIRCRAFT SYSTEMS (MAY 2020) (DEVIATION 2020-O0015)Prohibition. In accordance with section 848 of the National Defense Authorization Act for Fiscal Year 2020, the Contractor shall not provide or use in the performance of this contract—
N00014-22-C-2002 BASE
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An unmanned aircraft system (UAS), or any related services or equipment, that—
Is manufactured in the People’s Republic of China or by an entity domiciled in the People’s Republic of China;
Uses flight controllers, radios, data transmission devices, cameras, or gimbals manufactured in the People’s Republic of China or by an entity domiciled in the People’s Republic of China;
Uses a ground control system or operating software developed in the People’s Republic of China or
by an entity domiciled in the People’s Republic of China; or (iv) Uses network connectivity or data storage located in, or administered by an entity domiciled in, the People’s Republic of China; or
A system for the detection or identification of a UAS, or any related services or equipment, that is manufactured—
In the People’s Republic of China; or
By an entity domiciled in the People’s Republic of China.
Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (b), in all subcontracts or other contractual instruments, including subcontracts for the acquisition of commercial items.
(End of clause)