Attachment_4_Clauses_for_Cost_Plust_Fixed_Fee.pdf

Attachment 4

COST PLUS FIXED FEE - CONTRACT CLAUSES

(Note: additional clauses may apply to specific awards)

FAR 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 address: http://www.farsite.hil.af.mil

FAR

Clause

Title Date

52.202-1 Definitions November 2013 52.203-3 Gratuities April 1984 52.203-5 Covenant Against Contingent Fees May 2014 52.203-6 Restrictions on Subcontractor Sales to the Government September 2006 52.203-7 Anti-Kickback Procedures May 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity May 2014

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity May 2014 52.203-12 Limitation on Payments to Influence Certain Federal

Transactions October 2010

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

April 2014

52.204-4 Printed or Copied Double-Sided on Post-Consumer Content Paper

May 2011

52.204-7 System for Award Management October 2018 52.204-10 Reporting Executive Compensation and First-Tier Subcontract

Awards October 2018

52.204-13 System for Award Management Maintenance October 2018 52.204-14 Service Contract Reporting Requirements October 2018 52.204-19 Incorporated by Reference of Representations and

Certifications December 2014

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

August 2019

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

October 2015 http://www.farsite.hil.af.mil/

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

November 2015

52.215-2 Audits and Records – Negotiation October 2010 52.215-8 Order of Precedence – Uniform Contract Format October 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data August 2011 52.215-14 Integrity of Unit Prices October 2010 52.215-15 Pension Adjustments and Asset Reversions October 2010 52.215-17 Waiver of Facilities Capital Cost of Money October 1997 52.215-18 Reversion of Adjustment of Plans for Postretirement Benefits

(PRB) Other Than Pensions July 2005

52.215-22 Limitations on Pass-Through Charges – Identification of Subcontract Effort

October 2009

52.215-23 Limitations on Pass-Through Charges October 2009 52.216-7 Allowable Cost and Payment June 2013 52.216-8 Fixed Fee June 2011 52.219-6 Notice of Total Small Business Set-Aside November 2011 52.219-28 Post-Award Small Business Program Representation July 2013 52.222-2 Payment for Overtime Premiums

NOTE: Insert “0” into Paragraph (a).

July 1990

52.222-3 Convict Labor June 2003 52.222-21 Prohibition of Segregated Facilities April 2015 52.222-26 Equal Opportunity September 2016 52.222-35 Equal Opportunity for Veterans October 2015 52.222-36 Affirmative Action for Workers with Disabilities July 2014 52.222-37 Employment Reports on Veterans February 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act December 2010

52.222-50 Combating Trafficking in Persons March 2015 52.222-54 Employment Eligibility Verification October 2015 52.223-6 Drug-Free Workplace May 2001 52.223-18 Contractor Policy to Ban Text Messaging While Driving August 2011 52.225-13 Restrictions on Certain Foreign Purchases June 2008 52.227-1 Authorization and Consent – Alternate I April 1984 52.227-2 Notice and Assistance Regarding Patent and Copy

Infringement December 2007

52.227-11 Patent Rights – Ownership by the Contractor May 2014 52.227-14 Rights in Data – General May 2014 52.217-16 Additional Data Requirements Jun 1987 52.228-7 Insurance – Liability to Third Persons March 1996 52.232-17 Interest May 2014 52.232-20 Limitation of Cost April 1984 52.232-22 Limitation of Funds April 1984 52.232-23 Assignment of Claims May 2014 52.232-25 Prompt Payment January 2017 52.232-33 Payment by Electronic Funds Transfer – Central Contractor

Registration October 2018

52.233-1 Disputes (May 2014) – Alternate I December 1991

52.233-3 Protest After Award – Alternate I June 1985 52.233-4 Applicable Law for Breach of Contract Claim October 2004 52.242-1 Notice of Intent to Disallow Costs April 1984 52.242-3 Penalties for Unallowable Costs May 2014 52.242-4 Certification of Final Indirect Costs January 1997 52.242-13 Bankruptcy July 1995 52.242-15 Stop-Work Order – Alternate I Aug 1989 52.243-2 Changes – Cost Reimbursement (August 1987) – Alternate V April 1984 52.243-6 Change Order Accounting April 1984 52.244-2 Subcontracts Insert: N/A October 2010 52.244-5 Competition in Subcontracting December 1996 52.244-6 Subcontracts for Commercial Items January 2019 52.246-9 Inspection of Research and Development – Short Form April 1984 52.249-6 Termination (Cost-Reimbursement) May 2004 52.249-14 Excusable Delays April 1984 52.253-1 Computer Generated Forms January 1991 3052.215-

Key Personnel or Facilities (See Section H.2 for Key Personnel)

December 2003

3052.242-

Contracting Officer’s Technical Representative December 2003

FAR 52.217-9 Option to Extend the Term of the Contract. (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within _____ [insert the period of time within which the Contracting Officer may exercise the option]; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least _____ days [60days unless a different number of days is inserted] before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed ___________ (months) (years).

(End of clause)

FAR 52.245-1 GOVERNMENT PROPERTY (JAN 2017)

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

“Cannibalize” means to remove parts from Government property for use or for installation on other Government property.

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

“Contractor inventory” means-

a. (1) Any property acquired by and in the possession of a Contractoror subcontractor under a contract for which title is vested in the Government and which exceeds the amounts needed to complete full performance under the entire contract;

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

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

“Contractor’s managerial personnel” means the Contractor’s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of-

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

b. (2) All or substantially all of the Contractor’s operation at any one plant or separate location; or

c. (3) A separate and complete major industrial operation.

(a) “Demilitarization” means rendering a product unusable for, and not restorable to, the purpose for which it was designed or is customarily used.

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

“Equipment” means a tangible item that is functionally complete for its intended purpose, durable, nonexpendable, and needed for the performance of a contract.

Equipment is not intended for sale, and does not ordinarily lose its identity or become a component part of another article when put into use. Equipment does not include material, real property, special test equipment or special tooling.

“Government-furnished property” means property in the possession of, or directly acquired by, the Government and subsequently furnished to the Contractor for performance of a contract. Government-furnished property includes, but is not limited to, spares and property furnished for repair, maintenance, overhaul, or modification. Government-furnished property also includes contractor-acquired property if the contractor-acquired property is a deliverable under a cost contract when accepted by the Government for continued use under the contract.

“Government property” means all property owned or leased by the Government.

Government property includes both Government- furnished and Contractor-acquired property. Government property includes material, equipment, special tooling, special test equipment, and real property. Government property does not include intellectual property and software.

“Loss of Government property” means unintended, unforeseen or accidental loss, damage or destruction to Government property that reduces the Government’s expected economic benefits of the property. Loss of Government property does not include purposeful destructive testing, obsolescence, normal wear and tear or manufacturing defects. Loss of Government property includes, but is not limited to-

d. (1) Items that cannot be found after a reasonable search;

e. (2) Theft;

f. (3) Damage resulting in unexpected harm to property requiring repair to restore the item to usable condition; or

g. (4) Destruction resulting from incidents that render the item useless for its intended purpose or beyond economical repair.

“Material” means property that may be consumed or expended during the performance of a contract, component parts of a higher assembly, or items that lose their individual identity through incorporation into an end item. Material does not include equipment, special tooling, special test equipment or real property.

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

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

“Production scrap” means unusable material resulting from production, engineering, operations and maintenance, repair, and research and development contract activities. Production scrap may have value when re-melted or reprocessed, e.g., textile and metal clippings, borings, and faulty castings and forgings.

“Property” means all tangible property, both real and personal.

“Property Administrator” means an authorized representative of the Contracting Officer appointed in accordance with agency procedures, responsible for administering the contract requirements and obligations relating to Government property in the possession of a Contractor.

“Property records” means the records created and maintained by the contractor in support of its stewardship responsibilities for the management of Government property.

“Provide” means to furnish, as in Government-furnished property, or to acquire, as in contractor-acquired property.

“Real property” See Federal Management Regulation 102-71.20 (41 CFR 102- 71.20).

“Sensitive property” means property 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 materials or wastes, or precious metals.

“Unit acquisition cost” means-

h. (1) For Government-furnished property, the dollar value assigned by the Government and identified in the contract; and

i. (2) For contractor-acquired property, the cost derived from the Contractor’s records that reflect consistently applied generallyaccepted accounting principles.

2. (b) Property management.

a. (1) The Contractor shall have a system of internal controls 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. In doing so, the Contractor shall initiate and maintain the processes, systems, procedures, records, and methodologies necessary for effective and efficient control of Government property.

The Contractor shall disclose any significant changes to its property management system to the Property Administrator prior to implementation of the changes. The Contractor may employ customary commercial practices, voluntary consensus standards, or industry-leading practices and standards that provide effective and efficient Government property management that are necessary and appropriate for the performance of this contract (except where inconsistent with law or regulation).

b. (2) The Contractor’s responsibility extends from the initial acquisition and receipt of property, through stewardship, custody, and use until formally relieved of responsibility by authorized means, including delivery, consumption, expending, sale (as surplus property), or other disposition, or via a completed investigation, evaluation, and final determination for lost property. This requirement applies to all Government property under the Contractor’s accountability, stewardship, possession or control, including its vendors or subcontractors (see paragraph (f)(1)(v) of this clause).

c. (3) The Contractor shall include the requirements of this clause in all subcontracts under which Government property is acquired or furnished for subcontract performance.

d. (4) The Contractor shall establish and maintain procedures necessary to assess its property management system effectiveness and shall perform periodic internal reviews, surveillances, self assessments, or audits.

Significant findings or results of such reviews and audits pertaining to Government property shall be made available to the Property Administrator.

3. (c) Use of Government property.

a. (1) The Contractor shall use Government property, either furnished or acquired under this contract, only for performing this contract, unless otherwise provided for in this contract or approved by the Contracting Officer.

b. (2) Modifications or alterations of Government property are prohibited, unless they are-

i. (i) Reasonable and necessary due to the scope of work under this contract or its terms and conditions;

ii. (ii) Required for normal maintenance; or

iii. (iii) Otherwise authorized by the Contracting Officer.

c. (3) The Contractor shall not cannibalize Government property unless otherwise provided for in this contract or approved by the Contracting Officer.

4. (d) Government-furnished property.

a. (1) The Government shall deliver to the Contractor the Government-furnished property described in this contract. The Government shall furnish related data and information needed for the intended use of the property. The warranties of suitability of use and timely delivery of Government-furnished property do not apply to property acquired or fabricated by the Contractor as contractor-acquired property and subsequently transferred to another contract with this Contractor.

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

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

ii. (ii) In the event property is received by the Contractor, or for Government-furnished property after receipt and installation,in a condition not suitable for its intended use, the Contracting Officer shall, upon the Contractor’s timely written request, advise the Contractor on a course of action to remedy the problem. Such action may include repairing, replacing, modifying, returning, or otherwise disposing of the property at the Government’s expense. Upon completion of the required action(s), the Contracting Officer shall consider an equitable adjustment to the contract (see also paragraph (f)(1)(ii)(A) of this clause).

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

c. (3)

i. (i) The Contracting Officer may by written notice, at anytime-

1. (A) Increase or decrease the amount of Government-furnished property under this contract;

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

3. (C) Withdraw authority to use property.

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

5. (e) Title to Government property.

a. (1) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (collectively referred to as “Government property”), is subject to the provisions of this clause. The Government shall retain title to all Government-furnished property. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property.

b. (2) Title vests in the Government for all property acquired or fabricated by the Contractor in accordance with the financing provisions or other specific requirements for passage of title in the contract. Under fixed price type contracts, in the absence of financing provisions or other specific requirements for passage of title in the contract, the Contractor retains title to all property acquired by the Contractor for use on the contract, except for property identified as a deliverable end item. If a deliverable item is to be retained by the Contractor for use after inspection and acceptance by the Government, it shall be made accountable to the contract through a contract modification listing the item as Government-furnished property.

c. (3) Title under Cost-Reimbursement or Time-and-Material Contracts or Cost-Reimbursable line items under Fixed-Price contracts.

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

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

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

2. (B) Commencement of processing of the property for use in contract performance; or

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

6. (f) Contractor plans and systems.

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

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

ii. (ii) Receipt of Government Property. The Contractor shall receive Government property and document the receipt, record the information necessary to meet the record requirements of 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 discrepancies incident to shipment.

1. (A) Government-furnished property. The Contractor shall furnish a written 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 of Government-furnished property.

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

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

1. (A) Property records shall enable a complete, current, auditable record of all transactions and shall, unless otherwise approved by the Property Administrator, contain the following:

a. (1) The name, part number and description, National Stock Number (if needed for additional item identification tracking and/or disposition), and other data elements as necessary and required in accordance with the terms and conditions of the contract.

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

c. (3) Unit acquisition cost.

d. (4) Unique-item identifier or equivalent (if available and necessary for individual item tracking).

e. (5) Unit of measure.

f. (6) Accountable contract number or equivalent code designation.

g. (7) Location.

h. (8) Disposition.

i. (9) Posting reference and date of transaction.

j. (10) Date placed in service (if required in accordance with the terms and conditions of the contract).

2. (B) Use of a Receipt and Issue System for Government Material. When approved by the Property Administrator, 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. (iv) Physical inventory. The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor’s system or the property is to be transferred to a follow-on contract).

v. (v) Subcontractor control.

1. (A) The Contractor shall award subcontracts that clearly identify items to be provided and the extent of any restrictions or limitations on their use. The Contractor shall ensure appropriate flow down of contract terms and conditions (e.g., extent of liability for loss of Government property.

2. (B) The Contractor shall assure its subcontracts are properly administered and reviews are periodically performed to determine the adequacy of the subcontractor’s property management system.

vi. (vi) Reports. The Contractor shall have a process to create and provide reports of discrepancies, loss of Government property, physical inventory results, audits and self-assessments, corrective actions, and other property-related reports as directed by the Contracting Officer.

vii. (vii) Relief of stewardship responsibility and liability. The Contractor shall have a process to enable the prompt recognition, investigation, disclosure and reporting of lossof Government property, including losses that occur at subcontractor or alternate site locations.

1. (A) This process shall include the corrective actions necessary to prevent recurrence.

2. (B) Unless otherwise directed by the Property Administrator, the Contractor shall investigate and report to the Government all incidents of property loss as soon as the facts become known. Such reports shall, at a minimum, contain the following information:

a. (1) Date of incident (if known).

b. (2) The data elements required under (f)(1)(iii)(A).

c. (3) Quantity.

d. (4) Accountable contract number.

e. (5) A statement indicating current or future need.

f. (6) Unit acquisition cost, or if applicable, estimated sales proceeds, estimated repair or replacement costs.

g. (7) All known interests in commingled material of which includes Government material.

h. (8) Cause and corrective action taken or to be taken to prevent recurrence.

i. (9) A statement that the Government will receive compensation covering the loss of Government property, in the event the

Contractor was or will be reimbursed or compensated.

j. (10) Copies of all supporting documentation.

k. (11) Last known location.

l. (12) A statement that the property did or did not contain sensitive, export controlled, hazardous, or toxic material, and that the appropriate agencies and authorities were notified.

3. (C) Unless the contract provides otherwise, the Contractor shall be relieved of stewardship responsibility and liability for property when-

a. (1) Such property is consumed or expended, reasonably and properly, or otherwise accounted for, in the performance of the contract, including reasonable inventory adjustments of material as determined by the Property Administrator;

b. (2) Property Administrator grants relief of responsibility and liability for loss of Government property;

c. (3) Property is delivered or shipped from the Contractor's plant, under Government instructions, except when shipment is to a subcontractor or other location of the Contractor; or

d. (4) Property is disposed of in accordance with paragraphs (j) and (k) of this clause.

viii. (viii) Utilizing Government property.

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

2. (B) Unless otherwise authorized in this contract or by the Property Administrator the Contractor shall not commingle Government material with material not owned by the Government.

ix. (ix) Maintenance. The Contractor shall properly maintain Government property. The Contractor’s maintenanceprogram shall enable the identification, disclosure, and performance of normal and routine preventative maintenance and repair. The Contractor shall disclose and report to the Property Administrator the need for replacement and/or capital rehabilitation.

x. (x) Property closeout. The Contractor shall promptly perform and report to the Property Administrator contract property closeout, to include reporting, investigating and securing closure of all loss of Government property cases; physically inventorying all property upon termination or completion of this contract; and disposing of items at the time they are determined to be excess to contractual needs.

b. (2) The Contractor shall establish and maintain Government accounting source data, as may be required by this contract, particularly in the areas of recognition of acquisitions, loss of Government property, and disposition of material and equipment.

7. (g) Systems analysis.

a. (1) The Government shall have access to the Contractor’s premises and all Government property, at reasonable times, for the purposes of reviewing, inspecting and evaluating the Contractor’s property management plan(s), systems, procedures, records, and supporting documentation that pertains to Government property. This access includes all site locations and, with the Contractor’s consent, all subcontractor premises.

b. (2) Records of Government property shall be readily available to authorized Government personnel and shall be appropriately safeguarded.

c. (3) Should it be determined by the Government that the Contractor’s (or subcontractor’s) property management practices are inadequate or not acceptable for the effective management and control of Government property under this contract, or present an undue risk to the Government, the Contractor shall prepare a corrective action plan when requested by the Property Administer and take all necessary corrective actions as specified by the schedule within the corrective action plan.

d. (4) The Contractor shall ensure Government access to subcontractor premises, and all Government property 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 to Government property.

8. (h) Contractor Liability for Government Property.

a. (1) Unless otherwise provided for in the contract, the Contractor shall not be liable for loss of Government property furnished or acquired under this contract, except when any one of the following applies-

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

ii. (ii) Loss of Government property that is the result of willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel.

iii. (iii) The Contracting Officer has, in writing, revoked the Government’s assumption of risk for loss of Government property due to a determination under paragraph (g) of this clause that the Contractor’s property management practices are inadequate, and/or present an undue risk to the Government, and the Contractor failed to take timely corrective action. If the Contractor can establish by clear and convincing evidence that the loss of Government property occurred while the Contractor had adequate property management practices or the loss did not result from the Contractor’s failure to maintain adequate property management practices, the Contractor shall not beheld liable.

b. (2) The Contractor shall take all reasonable actions necessary to protect the property from further loss. The Contractor shall separate the damaged and undamaged property, place all the affected property in the best possible order, and take such other action as the Property Administrator directs.

https://www.acquisition.gov/content/31205-19-insurance-and-indemnification#i1085185

c. (3) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss of Government property.

d. (4) The Contractor shall reimburse the Government for loss of Government property, to the extent that the Contractor is financially liable for such loss, as directed by the Contracting Officer.

e. (5) Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation, including the prosecution of suit and the execution of instruments of assignment in favor of the Government in obtaining recovery.

9. (i) Equitable adjustment. Equitable adjustments under this clause shall be made in accordance with the procedures of the Changes clause. However, the Government shall not be liable for breach of contract for the following:

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

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

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

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

10.(j) Contractor inventory disposal. Except as otherwise provided for in this contract, the Contractor shall not dispose of Contractor inventory until authorized to do so by the Plant Clearance Officer or authorizing official.

a. (1) Predisposal requirements.

i. (i) If the Contractor determines that the property has the potential to fulfill requirements under other contracts, the Contractor, in consultation with the Property Administrator, shall request that the Contracting Officer transfer the property to the contract in question, or provide authorization for use, as appropriate. In lieu of transferring the property, the Contracting Officer may authorize the Contractor to credit the costs of Contractor-acquired property (material only) to the losing contract, and debit the gaining contract with the corresponding cost, when such material is needed for use on another contract. Property no longer needed shall be considered contractor inventory.

ii. (ii) For any remaining Contractor-acquired property, the Contractor may purchase the property at the unit acquisition cost if desired or make reasonable efforts to return unused property to the appropriate supplier at fair market value (less, if applicable, a reasonable restocking fee that is consistent with the supplier’s customary practices.)

b. (2) Inventory disposal schedules.

i. (i) Absent separate contract terms and conditions for property disposition, and provided the property was not reutilized, transferred, or otherwise disposed of, the Contractor, as directed by the Plant Clearance Officer or authorizing official, shall use Standard Form 1428, Inventory Disposal Schedule or electronic equivalent, to identify and report-

1. (A) Government-furnished property that is no longer required for performance of this contract;

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

3. (C) Termination inventory.

ii. (ii) The Contractor may annotate inventory disposal schedules to identify property the Contractor wishes to purchase from the Government, in the event that the property is offered for sale.

iii. (iii) Separate inventory disposal schedules are required for aircraft in any condition, flight safety critical aircraft parts, and other items as directed by the Plant Clearance Officer.

iv. (iv) The Contractor shall provide the information required by FAR 52.245-1(f)(1)(iii) along with the following:

https://www.gsa.gov/forms-library/inventory-disposal-schedule https://www.acquisition.gov/content/52245-1-government-property#i1047486

1. (A) Any additional information that may facilitate understanding of the property’s intended use.

2. (B) For work-in-progress, the estimated percentage of completion.

3. (C) For precious metals in raw or bulk form, the type of metal and estimated weight.

4. (D) For hazardous material or property contaminated with hazardous material, the type of hazardous material.

5. (E) For metals in mill product form, the form, shape, treatment, hardness, temper, specification (commercial or Government) and dimensions (thickness, width and length).

v. (v) Property with the same description, condition code, and reporting location may be grouped in a single line item.

vi. (vi) Scrap should be reported by “lot” along with metal content, estimated weight and estimated value.

c. (3) Submission requirements.

i. (i) The Contractor shall submit inventory disposal schedules to the Plant Clearance Officer no later than-

1. (A) 30 days following the Contractor’s determination that a property item is no longer required for performance of this contract;

2. (B) 60 days, or such longer period as may beapproved by the Plant Clearance Officer, following completion of contract deliveries or performance; or

3. (C) 120 days, or such longer period as may be approved by the Termination Contracting Officer, following contract termination in whole or inpart.

ii. (ii) Unless the Plant Clearance Officer determines otherwise, the Contractor need not identify or report production scrap on inventory disposal schedules, and may process and disposeof production scrap in accordance with its own internal scrap procedures. The processing and disposal of other types of Government-owned scrap will be conducted in accordance with the terms and conditions of the contract or Plant Clearance Officer direction, as appropriate.

d. (4) Corrections. The Plant Clearance Officer may-

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

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

e. (5) Post submission adjustments. The Contractor shall notify the Plant Clearance Officer at least 10 working days in advance of its intent to remove an item from an approved inventory disposal schedule. Upon approval of the Plant Clearance Officer, or upon expiration of the notice period, the Contractor may make the necessary adjustments to the inventory schedule.

f. (6) Storage.

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

ii. (ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove property from the premises where the property is currently located prior to receipt of final disposition instructions. If approval is granted, any costs incurred by the Contractor to transport or store the property shall not increase the price or fee of any Government contract. The storage area shall be appropriate for assuring the property’s physical safety and suitability for use. Approval does not relieve the Contractor of any liability for such property under this contract.

g. (7) Disposition instructions.

i. (i) The Contractor shall prepare for shipment, deliver f.o.b.

origin, or dispose of Contractor inventory as directed by the Plant Clearance Officer. Unless otherwise directed by the Contracting Officer or by the Plant Clearance Officer, the Contractor shall remove and destroy any markings identifying the property as U.S. Government-owned property prior to its disposal.

ii. (ii) The Contracting Officer may require the Contractor to demilitarize the property prior to shipment or disposal. In such cases, the Contractor may be entitled to an equitable adjustment under paragraph (i) of this clause.

h. (8) Disposal proceeds. As directed by the Contracting Officer, the Contractor shall credit the net proceeds from the disposal of Contractor inventory to the contract, or to the Treasury of the United States as miscellaneous receipts.

i. (9) Subcontractor inventory disposal schedules. The Contractor shall require its Subcontractors to submit inventory disposal schedules to the Contractor in accordance with the requirements of paragraph (j)(3) of this clause.

11.(k) Abandonment of Government property.

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

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

c. (3) Absent contract terms and conditions to the contrary, the Government may abandon parts removed and replaced from property as a result of normal maintenance actions, or removed from property as a result of the repair, maintenance, overhaul, or modification process.

d. (4) The Government has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (i) of this clause may properly include restoration or rehabilitation costs.

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

13.(m) Contracts outside the United States. If this contract is to be performed outside of the United States and its outlying areas, the words “Government” and “Government-furnished” (wherever they appear in this clause) shall be construed as “United States Government” and “United States Government-furnished,” respectively.

Alternate II (Apr 2012). As prescribed in 45.107(a)(3), substitute the following for paragraph (e)(3) of the basic clause:

(e)(3) Title to property (and other tangible personal property) purchased with funds available for research and having a unit acquisition cost of less than $5,000 shall vest in the Contractor upon acquisition or as soon thereafter as feasible; provided that the Contractor obtained the Contracting Officer’s approval before each acquisition. Title to property purchased with funds available for research and having a unit acquisition cost of $5,000 or more shall vest as set forth in this contract. 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 or subcontract thereunder. The Contractor shall furnish the Contracting Officer a list of all property to which title is vested in the Contractor under this paragraph within 10 days following the end of the calendar quarter during which it was received. Vesting title under this paragraph is subject to civil rights legislation, 42 U.S.C. 2000d. Before title is vested and by signing this contract, the Contractor accepts and agrees that-

“No person in the United States or its outlying areas shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this contemplated financial assistance (title to property).”

FAR 52.209-10 – PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS (NOVEMBER 2015)

(a) Definitions. As used in this clause-

“Inverted domestic corporation” means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

“Subsidiary” means an entity in which more than 50 percent of the entity is owned-

(1) Directly by a parent corporation; or https://www.acquisition.gov/content/45107-contract-clauses#i1073200 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3

(2) Through another subsidiary of a parent corporation.

(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

(c) Exceptions to this prohibition are located at 9.108-2.

(d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event.

FAR 3052.205-70 ADVERTISEMENTS, PUBLICIZING AWARDS, AND RELEASES

(SEPTEMBER 2012)

The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services.