E1_Terms and Conditions FP NonComm Final CLEAN.pdf

SLAC NATIONAL ACCELERATOR LABORATORY

Terms and Conditions for Fixed Price Non-Commercial Supplies and Services

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1. DEFINITIONS

As used in the Subcontract the term:

a. “Buyer” means the Board of Trustees of the Leland Stanford Jr. University, or any duly authorized representative thereof, acting through SLAC National Accelerator Laboratory (SLAC) under its Management and Operating Contract with the United States Department of Energy (DOE).

b. “Government” means the Government of the United States of America.

c. “Micro-Purchase Threshold” shall mean the threshold defined in FAR 2.101, as updated from time to time, which is $3,500 for supplies or $2,500 for services subject to the Service Contract Act, as of the revision date of these terms.

d. “Procurement Specialist” means Buyer’s designated contracting officer with the authority to bind Buyer. Unless otherwise provided in writing herein, no other Buyer personnel or agents possess such authority.

e. “Seller” means the firm (individual person and/or entity) supplying the materials, supplies or services called for under the Subcontract. Seller may also be referred to as supplier, subcontractor or vendor.

f. “Simplified Acquisition Threshold” shall mean the threshold defined in FAR 2.101, as updated from time to time, which is $150,000 as of the revision date of these terms.

g. “Technical Representative(s) or Service Manager(s),” if one or more is designated in this Subcontract, Buyer’s agent(s) for all technical inquiries and oversight. The Technical Representative or Service Manager has the authority to provide clarifying instruction or grant approvals in the manner defined in the Subcontract, but not to modify or amend any term of this Subcontract, nor to commit Buyer funds.

2. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

a. The Subcontract shall consist of any or all of the following documents: (1) Subcontract Section A or the Signed Purchase Order, including any special terms and conditions attached thereto (sometimes referred to as Section H); (2) these Standard Terms and Conditions and any On-Site Supplemental Terms and Conditions; (3) Sections B-F of the Subcontract (including the Scope of Work); (4) any other Buyer referenced and incorporated clauses, provisions, and documents; and (5) Seller’s written and accepted proposal. These documents comprise the entire agreement between the parties and supersede all prior proposals, representations, negotiations, or agreements, whether written or oral.

b. Any conflicts and/or inconsistencies in the documents identified above comprising this Subcontract shall be resolved by giving precedence in the order they are listed above, with the first numbered item(s) having the highest precedence, and each following item(s) having successively lower precedence.

3. SELLER ACCEPTANCE OF THIS SUBCONTRACT

a. Seller’s acknowledgement, commencement of performance, or acceptance of payment, whichever occurs soonest, shall constitute Seller’s unqualified acceptance of the Subcontract.

b. Seller, by accepting the Subcontract, does hereby agree that (i) this Subcontract sets forth the entire agreement between the Buyer and the Seller and supersedes any prior offers, negotiations, and agreements concerning the subject matter of this Subcontract, and (ii) no form, document, or additional or differing terms supplied by the Seller shall constitute a part of the Subcontract or have any effect, regardless of where they are included, unless specifically and expressly accepted in writing by the Procurement Specialist.

4. PUBLICITY

Seller shall not release any advertising copy mentioning Buyer or quoting the opinion of any of Buyer’s employees. Seller shall not state or imply in advertising or promotions that Buyer, the Government, or their employees endorse in any way Seller’s products or services. The Seller and its employees, agents, or contracts shall not use or exploit "Stanford University," "SLAC," or any other trademark or logo owned by the Buyer or the Government, unless necessary to perform the Subcontract.

5. ASSIGNMENT

Neither the Subcontract nor any interest therein nor claim thereunder shall be assigned or transferred by the Seller except as expressly authorized in writing by the Procurement Specialist, provided that the Seller or its assignee’s rights to be paid amounts due as a result of performance of the Subcontract may be assigned to a bank, trust company or other financing institution, including any Federal lending institution. Payments to an assignee shall be subject to setoff or recoupment for any present or future claims of Buyer against Seller.

6. PERMITS, LICENSES, AND APPLICABLE LAWS

In performance of the Subcontract, Seller shall, at its own expense, comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. Seller must, at its own expense, have and maintain the license(s) and/or certification(s) appropriate to its trade, issued by the relevant trade association, or regulatory or administrative agency.

7. TITLE AND RESPONSIBILITY

a. Title to the material and supplies Purchased hereunder shall pass to the Government at the point of delivery to the Buyer; and, if purchased F.O.B.

Shipping Point, delivery to the carrier by the Seller shall be deemed delivery to the Buyer. No insurance charges will be allowed unless specifically authorized in the Subcontract.

b. Except as otherwise provided in the Subcontract (i) the Seller shall be responsible for the supplies covered by the Subcontract until they are delivered at the designated delivery point, regardless of the point of inspection; (ii) the Seller shall bear all risks as to rejected supplies after notice of rejection, except that the Buyer shall be responsible for the loss, or destruction of, or damage to, the supplies if loss, destruction or damage results from the gross negligence of officers, agents, or employees of the Buyer acting within the scope of their employment.

c. The actual total transportation charges paid to the carrier(s) by the consignor or consignee shall be reimbursed by the Seller.

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8. TAX AND BUYER EXEMPTION

a. Except as may be otherwise provided in the Subcontract, the selling price includes all applicable Federal taxes in effect on the date of this Subcontract but does not include any State or local sales, use, or other tax directly applicable to the completed supplies or services covered by the Subcontract nor any other tax, duties, tariffs, and similar fees from which the Seller or this transaction is exempt. Upon request of the Seller, the Buyer shall furnish, unless no legal basis exists therefore, a tax exemption certificate or similar evidence of exemption with respect to any such tax not included in the Seller’s price pursuant to this article.

b. For Sellers providing services, the Buyer will automatically withhold from any invoice paid appropriate taxes, if required by the U.S. Internal Revenue Service and the California Franchise Tax Board.

9. EXTRAS

Except as otherwise provided in the Subcontract no payment for extras shall be made unless such extras and the price therefore have been authorized in writing by the Buyer.

10. INSTRUCTIONS FOR PACKAGING

Packing and packaging shall be adequate to prevent damage when shipped by common carrier or method utilized. Seller shall be solely responsible for any damage resulting from improper packaging, containerizing, or lack thereof. The Seller shall indicate the Subcontract and/or Purchase Order number on each container or package. An itemized packing list shall be affixed to the outermost cover of each container or package. The use of environmentally sustainable packaging materials is required.

11. QUALITY OF ITEMS AND COUNTERFEIT PARTS

All Item(s), including any materials and supplies furnished by the Seller in performance of any services, shall as a minimum: (1) be new and genuine, or reconditioned and so identified and warranted as new, genuine and not of such age or so deteriorated as to impair their usefulness or safety; and (2) not contain any counterfeit or suspect materials, parts, or components. The furnishing of reconditioned Items must be specified in the Subcontract or approved by the Buyer’s Procurement Specialist. Types of materials, parts, and components known to have been counterfeit or suspect include, but are not limited to: electrical components, piping, fittings, flanges, and fasteners. Any acceptance of items or materials delivered to Buyer not meeting these minimum requirements shall be deemed null and void, and at minimum, Buyer shall be entitled to replacement at no cost or refund at any time after such defects are reasonably discovered.

12. INSPECTION AND ACCEPTANCE OF ITEMS OR SERVICES

a. All supplies (which term throughout this article includes without limitation raw material, components, intermediate assemblies, and end products) shall be subject to inspection, test and expediting by the Buyer and/or the Government to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance.

b. In case any supplies or lots of supplies are defective in material or workmanship or otherwise not in conformity with the requirements of this order, the Buyer shall have the right either to reject them (with or without instruction as to their disposition) or to require their correction. Supplies or lots of supplies which have been rejected or required to be corrected shall be removed, or, if permitted or required by the Buyer, corrected in place, by and at the expense of the Seller promptly after notice, and shall not thereafter be tendered for acceptance unless the former rejection or requirement of correction is disclosed. If the Seller fails promptly to remove such supplies or lots of supplies which are required to be removed, or prompt to replace or correct such supplies or lots of supplies, the Buyer either (i) may by order or otherwise replace or correct such supplies and charge to the Seller the cost occasioned the Buyer thereby, or (ii) may terminate this order for default as provided in the article of this order entitled “TERMINATION FOR DEFAULT”. Unless the Seller corrects or replaces such supplies within the delivery schedule, the Buyer may require the delivery of such supplies at a reduction in price which is equitable under the circumstances.

c. If any inspection or test is made by the Buyer and/or the Government on the premises of the Seller or a subcontractor, the Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the Buyer and Government inspectors in the performance of their duties. If Buyer and/or Government inspection or test is made at a point other than the premises of the Seller or a subcontractor, it shall be at the expense of the Buyer except as otherwise provided in this order; Provided that, in case of rejection the Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by the Buyer and/or Government shall be performed in such a manner as not to unduly delay the work. The Buyer reserves the right to charge to the Seller any additional cost of Buyer and/or Government inspection and test when supplies are not ready at the time such inspection and test are requested by the Seller or when re-inspection or re-test is necessitated by prior rejection.

d. Notice of rejection shall be provided within forty-five (45) days of the receipt of the items or completion of services. If no such notice of rejection is provided within the aforementioned time, or if the Procurement Specialist formally accepts the item or services in writing, such item or services shall be deemed accepted, provided, however, this period may be extended to thirty (30) days after the date of discovery of a material defect (if such date is later) if (1) the Buyer could not have reasonably discovered such a material defect from a reasonable inspection; or (2) the defect is of the type specified in QUALITY OF

ITEMS AND COUNTERFEIT PARTS.

e. The Seller shall provide and maintain an inspection system acceptable to the Government covering the supplies hereunder. Records of all inspection work by the Seller shall be kept complete and available to the Government during the performance of this order and for such longer period as may be specified elsewhere in this order.

13. WARRANTY

Seller at a minimum warrants that all services, supplies and equipment delivered hereunder shall be free from all defects in materials and workmanship and shall comply with all the requirements of the Subcontract. The warranty shall begin upon acceptance and extend for a period of the manufacturer or service provider’s standard warranty period or one year, whichever is longer. If any nonconformity appears within that time, Buyer, in addition to any other rights and remedies provided by law, or under other provisions of this Subcontract, may require seller to repair or replace the goods and/or re-perform the services at no increase in price or reduce the Subcontract price to reflect the reduced value of the Sellers’ performance. When the supplies are returned, the Seller shall bear the risk of loss and transportation cost. If Seller fails to replace or repair the goods or re-perform the services within 10 days of Buyer’s written notice to do so, Buyer shall have the right by contract or otherwise to replace or repair the goods or re-perform the services, and charge the Seller the cost occasioned thereby.

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14. EXCUSABLE DELAYS

The Seller shall be liable for delays unless such delays are caused by an occurrence beyond the reasonable control of the Seller and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine, restrictions, strikes, unusually severe weather, and delays of common carriers. The Seller shall notify the Buyer in writing as soon as reasonably possible after commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give the Buyer written notice of the cessation of such occurrence.

15. INVOICES AND PAYMENTS

a. General. Except as otherwise provided in the Subcontract, no later than 30 days upon Buyer’s acceptance and receipt of invoices satisfactory to Buyer, whichever occurs later, the Seller shall be paid the amounts agreed, less deductions and discounts if any. Payments shall be made by check or automated clearing house (ACH) as agreed.

b. Partial payments. Unless otherwise specified, partial payments will not be made. This, however, does not preclude payments for partial shipments of completed deliverables (as distinguished from components).

c. Seller invoice requirements. At minimum, all invoices shall contain the information required by Buyer’s model invoice, available at http://www-group.slac.stanford.edu/ocfo/purchasing/supplier-program/doing-business-with-slac.html, incorporated herein by reference. Although not required, Buyer prefers the use of its model invoice where practicable. Further, all invoices shall reference applicable Purchase Orders by Buyer Purchase Order number, and the applicable line item numbers or other item number specified on the Purchase Order or Subcontract.

d. California requirements. For Sellers providing services in California and if Seller is not a California resident or entity, or does not have an office in California, the invoice must specify the number of hours and amount being invoiced for services performed in California.

e. Method of submission. All invoices shall be submitted to ap@slac.stanford.edu or to the following address:

SLAC National Accelerator Laboratory c/o Accounts Payable, MS 09 2575 Sand Hill Road Menlo Park, California 94025 Please use c/o Accounts Payable DISCOUNT DESK, MS 09 for invoices with discount terms.

16. TRAVEL

Only when travel is included as part of the performance under the Subcontract and is set forth as a specific cost/price element in the Subcontract, the following requirements shall apply:

a. Expenses incurred for travel, lodging, meals, and incidental expenses shall be reimbursed only to the extent that they comply with Buyer’s travel reimbursement guidelines. The Seller shall submit with its invoice itemized receipts showing proof of payment for expenses in excess of $75. If travel is not reimbursed on a cost-basis, then the requirements of this paragraph do not apply.

b. To the extent any foreign travel (originating from the U.S. to somewhere outside the U.S.) is required under this Subcontract, it shall be conducted pursuant to the requirements contained in DOE Order 551.1, “Official Foreign Travel” or any subsequent version of the Order in effect at the time of award. All Foreign travel requests must be entered into the DOE Foreign Travel Management System (FTMS) within 35 calendar days before the proposed departure date.

Travelers must contact the Procurement Specialist for the necessary foreign travel forms and processes well in advance of the FTMS deadline. All foreign travel request forms are to be submitted to the Travel Office for entry into FTMS.

c. No such Foreign travel shall be taken until a DOE FTMS Foreign Travel Approval Number has been obtained from the SLAC Travel Office and transmitted to the Seller/Subcontractor. Reimbursement for foreign travel incurred without a FTMS Approval Number will not be allowed. The SLAC Travel Office may be contacted at Phone 650-926-4346, or by email at travel@slac.stanford.edu.

17. INDEPENDENT CONTRACTOR

Seller is an independent contractor in all its operations and activities hereunder. The employees used by Seller to perform Work under the Subcontract shall be Seller’s employees exclusively without any relation whatsoever to Buyer or its affiliates.

18. LIMITATION OF LIABILITY

Except as otherwise provided herein, neither Party shall be liable for consequential damages resulting from this Subcontract.

19. INDEMNITY

The Seller shall indemnify, defend, and hold harmless the Board of Trustees of the Leland Stanford Junior University, the Government of the United States, and their respective trustees, contractors, officers, agents, and employees from and against all claims of noncompliance with or violation of applicable laws or regulations, any and all loss, property damage, expense, personal injury, death, or other liability arising out of or related to the performance of the work hereunder by Seller or Seller’s agents, provided that such loss is not caused by the gross negligence or willful misconduct of the Buyer. The Seller shall also pay any cost and/or attorneys’ fees that may be incurred by any of the above-name indemnities in enforcing this indemnity.

20. DISPUTES AND GOVERNING LAW

a. The parties shall attempt to resolve any dispute, controversy, or claim arising out of or related to this Subcontract in good faith, by direct, informal negotiations. Pending resolution of the dispute, claim, or controversy, the Seller shall proceed diligently with the performance of this Subcontract, in accordance with its terms and conditions.

b. All disputes under this Subcontract that are not disposed of by mutual agreement may be decided by recourse to an action at law or in equity.

c. The parties submit all their disputes arising out of or in connection with this Subcontract to the exclusive jurisdiction of the state or Federal courts located

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d. Any substantive issue of law shall be determined in accordance with the body of applicable Federal law. If there is no applicable Federal Law, the law of the State of California shall apply.

21. CONFIDENTIALITY

a. Except to the extent required by governing law or necessary to report fraud, waste, or abuse to the Government, Seller, its employees, contractors, and agents shall not reproduce or disclose any information, knowledge, or data of the Buyer that the Seller receives or has access to in connection with this Subcontract when such information, knowledge, or data is marked confidential, proprietary, trade secret, official use only, or otherwise so expressly designated by the Buyer, the Government, or third-party contractors.

b. Seller shall have appropriate agreements or policies with its employees, agents, and next-tier subcontractors to ensure compliance with this clause.

22. TIME IS OF THE ESSENCE

Time is of the essence. The Seller shall prosecute the work diligently with such forces as the Seller determines are necessary to complete the work of this Subcontract within the times specified in the Subcontract.

23. EXPORT CONTROL

a. Seller agrees that it shall not provide, deliver, or display any information, materials, or products subject to United States export controls, including those subject to the Export Administration Regulations (“EAR”) administered by the Commerce Department or the International Traffic in Arms Regulation (“ITAR”) administered by the State Department unless it provides written notice of the same at least five (5) business days prior to the delivery or display to the Procurement Specialist.

b. If any information, materials, or products delivered are subject to such controls, Seller shall provide applicable export control classification numbers or other information requested by the Buyer to comply with applicable export laws and regulations.

24. SUSPENSION OF WORK

The Buyer may, by written order, direct the Seller to suspend, in whole or in part, delivery of materials or performance of service to be supplied by the Seller hereunder for such period of time as may be determined by the Buyer to be necessary or desirable for its convenience. On receipt of this notice, the Seller shall immediately comply with its provisions and take all reasonable steps to minimize the incurrence of costs associated with such suspension, and may seek equitable adjustment for costs directly resulting from such suspension. Any such claims for equitable adjustment hereunder must be asserted within 30 days from the date such suspension is ordered.

25. WALSH-HEALY PUBLIC CONTRACTS ACT

If this Subcontract is for the manufacture or furnishing of materials, supplies, articles, or equipment in an amount which exceeds or may exceed $10,000.00 and is otherwise subject to the Walsh-Healy Public Contracts Act, as amended (41 U.S. Code 35-45), there are hereby incorporated by reference all representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representations and stipulations being subject to all applicable rulings and interpretations of the Secretary of Labor which are now or may hereafter be in effect.

26. CLAUSES INCORPORATED BY REFERENCE

The Federal Acquisition Regulation (“FAR”) and Department of Energy Acquisition Regulation (“DEAR”) clauses listed below, which are located in Chapters 1 and 9, respectively, of Title 48 of the Code of Federal Regulations, are incorporated by this reference as a part of the Subcontract as prescribed below or as prescribed by the clauses’ prescriptives. If a condition listed next to the listed clause is inapplicable, then the clause is not incorporated by reference. As used in the clauses, the term "contract" shall mean the Subcontract; the term "Contractor" shall mean the entity ("Subcontractor" or “Seller”) who entered into the Subcontract with the Buyer; the term "subcontractor" shall mean the Subcontractor/Seller’s subcontractor; and the terms "Government" and "Contracting Officer" shall mean the Buyer, except in FAR clauses 52.227-1, 52.227-3, 52.227-14, and 52.227-19, 52.204-10 in which clauses "Government" shall mean the Government and "Contracting Officer" shall mean the DOE Contracting Officer for Prime Contract DE-AC02-76SF00515 with the Buyer. The Seller shall include the listed clauses in its subcontracts at any tier, to the extent applicable.

THE FOLLOWING CLAUSES APPLY TO ALL SUBCONTRACTS:

FAR 52.211-17 DELIVERY OF EXCESS QUANTITIES (SEP 1989), if the Subcontract is for fixed-price supplies FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015), if the Subcontract includes the Equal Opportunity clause FAR 52.222-26 EQUAL OPPORTUNITY (APR 2015), unless the Subcontract is entirely exempt from the requirements of Executive Order 11246

FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR 2015)

FAR 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICES AND CONSTRUCTION CONTRACTS (SEP 2013), unless the Subcontract will not involve the use of USDA-designated items at http://www.biopreferred.com or 7 CFR 3201.3 FAR 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997), ALT I (JUL 1995)-if the Subcontract will require the delivery of hazardous materials as defined in FAR 23.301 FAR 52.223-11 OZONE-DEPLETING SUBSTANCES (MAY 2001), if the Subcontract involves delivery of use of such substances FAR 52.223-12 REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (MAY 1995), if the Subcontract involves the maintenance, service, repair or disposal of such equipment FAR 52.223-13 ACQUISITION OF EPEAT®–REGISTERED IMAGING EQUIPMENT (JUN 2014), if the Subcontract involves delivery or use of such equipment at a Federally controlled facility FAR 52.223-14 ACQUISITION OF EPEAT®–REGISTERED TELEVISIONS (JUN 2014), if the Subcontract involves delivery or use of such equipment at a

Federally controlled facility FAR 52.223-15 ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (DEC 2007), if the Subcontract involves delivery or use of energy consuming products at a Federally controlled facility

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FAR 52.223-16 ACQUISITION OF EPEAT®–REGISTERED PERSONAL COMPUTER PRODUCTS (OCT 2015) ALT I (JUN 2014), if the Subcontract involves delivery or use of such equipment at a Federally controlled facility

FAR 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008), if the Subcontract involves the use of EPA-designated items

FAR 52.224-3 PRIVACY TRAINING (JAN 2017), if Subcontractor employees will (1) have access to a system of records; (2) create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or (3) design, develop, maintain, or operate a system of records

FAR 52.225-1 BUY AMERICAN– SUPPLIES (MAY 2014)

FAR 52.225-8 DUTY-FREE ENTRY (OCT 2010), if (1) supplies identified in the Subcontract to be accorded duty-free entry will be imported into the customs territory of the U.S.; or (2) other foreign supplies in excess of $15,000 may be imported into the customs territory of the U.S.

FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

FAR 52.227-14 RIGHTS IN DATA-GENERAL (JUN 1987), with Alternate V, and DEAR 927.409 paragraphs (a) and (d)(3)

If delivery of Restricted Computer Software is required in the Subcontract, then add Alternate III If delivery of Limited Rights Data is required, then add Alternate II with the following five purposes to be added at the end of paragraph

(a) of the clause:

1. Use (except for manufacture) by other contractors;

2. Evaluation by non-government evaluators; Use (except for manufacture) by other contractors participating in the Government’s program of which the specific subcontracts is a part, for information and use in connection with the work performed under each subcontracts;

3. Use (except for manufacture) by other contractors participating in the Government’s program of which the specific subcontract is a part, for information and use in connection with the work performed under each subcontract;

4. Emergency repair or overhaul work; and

5. Release to a foreign government, or instrumentality thereof, as the interests of the United States Government may require, for information or evaluation, or for emergency repair or overhaul work by such government.

FAR 52.227-19 COMMERCIAL COMPUTER SOFTWARE- RESTRICTED RIGHTS (DEC 2007), in place of all other data rights clauses, if the Subcontract solely involves the acquisition of commercially available computer software and a GSA/Seller Multiple Award Federal Supply Schedule Contract is not applicable

FAR 52.232-11 EXTRAS (APR 1984), if the Subcontract is for fixed-price supplies, services, or transportation

FAR 52.242-15 STOP-WORK ORDER (AUG 1989)

FAR 52.243-1 CHANGES – FIXED PRICE (AUG 1987), use Alternate I (APR 1984) for services when no supplies are to be furnished; use Alternate II

(APR 1984) for services when supplies are to be furnished FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (OCT 2015), if a subcontract for commercial items is awarded under this Subcontract FAR 52.245-2 GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS) (MAY 2004), as modified by DEAR 952.245-2 when the Government will provide Government property FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED PRICE) (APR 2012)

FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

DEAR 952.227-9 REFUND OF ROYALTIES (AUG 2002), if “royalties” are paid exceeding $250 under the Subcontract by the Subcontractor, or by a subcontractor at any tier DEAR 952.227-11 PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT FORM) (FEB 1995), if the Subcontractor is a Domestic Small Business or Non-Profit Organization, as defined by FAR 27.301 DEAR 952.227-13 PATENT RIGHTS - ACQUISITION BY THE GOVERNMENT (SEP 1997), if the Subcontractor is not a Domestic Small Business or Non-

Profit Organization, as defined by FAR 27.301 DEAR 952.227-82 RIGHTS TO PROPOSAL DATA (APR 1994), if the Subcontract is based upon a technical proposal

DEAR 952.227-84 NOTICE OF RIGHT TO REQUEST PATENT WAIVER (FEB 1998)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS THE MICRO-PURCHASE THRESHOLD:

FAR 52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (JUL 2005), if the Subcontract is principally for the furnishing of services in the United States through the use of “service employees” unless the Subcontract qualifies for class deviation under Section 4(b) of the McNamara- O’Hara Service Contract Act

FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014), if FAR 52.222-41 applies FAR 52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS – PRICE ADJUSTMENT (MULTIPLE YEAR AND

OPTION CONTRACTS) (MAY 2014), if FAR 52.222-41 applies, and the Subcontract is a multi-year contract, or the Subcontract is a contract with options to renew exceeding the Simplified Acquisition Threshold

FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015), unless the supplies or services provided are for the purchase of a Commercially Available Off-The-Shelf (COTS) item or is performed entirely outside the United States

FAR 52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC 13658), if FAR 52.222-41 applies FAR 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEST MESSAGING WHILE DRIVING (AUG 2011)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $10,000 OR MORE:

FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010), if the Subcontract will be performed wholly or partially in the United States

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $15,000 OR MORE:

FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $30,000 OR MORE:

FAR 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST TIER SUBCONTRACT AWARDS (OCT 2015), solely incorporated to the extent Seller exceeds the thresholds specified in paragraphs (d)(3) and (g)(2) of the clause, in which case, Seller shall provide the required information to allow the Buyer to meet its obligations as a prime contractor unless such information is publicly available per (d)(3)(ii)

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THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $35,000 OR MORE:

FAR 52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR

PROPOSED FOR DEBARMENT (OCT 2015)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS $100,000:

DEAR 970.5227-5 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC 2000)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS THE SIMPLIFIED ACQUISITION THRESHOLD:

FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEPT 2006)

FAR 52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014), excepting paragraph (c)(1) 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 (OCT 2010) FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQIUREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (APR 2014)

FAR 52.215-14 INTEGRITY OF UNIT PRICES (OCT 2010), except (b), does not apply when Subcontract does not require delivery of supplies.

FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014), unless there are no subcontracting opportunities FAR 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT – OVERTIME COMPENSATION (MAY 2014), if the Subcontract involves mechanics or laborers as specified by law

FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)

FAR 52.222-37 EMPLOYMENT REPORTS VETERANS (OCT 2015)

FAR 52.222-44 FAIR LABOR STANDARDS ACT ANDSERVICE CONTRACT ACT – PRICE ADJUSTMENT (FEB 2002), if FAR clause 52.222-41 applies, but FAR 52.222-43 does not apply

FAR 52.227-1 AUTHORIZATION AND CONSENT (DEC 2007)

FAR 52.229-3 FEDERAL, STATE AND LOCAL TAXES (FEB 2013), if the Subcontract is to performed wholly or partly in the United States or its outlying areas FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.- FLAG COMMERCIAL VESSELS (FEB 2006), if the Subcontract involves ocean transportation of supplies other than "commercial items" FAR 52.249-9 DEFAULT (FIXED PRICE RESEARCH AND DEVELOPMENT) (APR 1984), in place of Clause 52.249-8 when the Research and

Development exceeds the Simplified Acquisition Threshold DEAR 952.209-72 ORGANIZATIONAL CONFLICTS OF INTEREST, ALTERNATE I (AUG 2009), if Subcontract involves performance of advisory and assistance services DEAR 970.5232-3 ACCOUNTS, RECORDS, AND INSPECTION (DEC 2000), excluding paragraph (h), applicable if costs incurred are a factor in determining the amount payable

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS $500,000:

DEAR 952.226-74 DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS $700,000

FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015), unless the Subcontractor is a small business or there are no subcontracting possibilities

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS $750,000:

FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997), if cost or pricing data is required FAR 52.215-11 PRICING REDUCTION FOR DEFECTIVE COST OR PRICING DATA - MODIFICATIONS (OCT 1997) FAR 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010), if cost or pricing data is required

FAR 52.215-13 SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS (OCT 2010)

THE FOLLOWING CLAUSE APPLIES IF THE SUBCONTRACT EXCEEDS $5,500,000:

FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT OCT 2015), if the performance period is more than 120 days FAR 52.203-14 DISPLAY OF HOTLINE POSTER(S) (OCT 2015), except when the Subcontract is for the acquisition of a commercial item or is performed entirely outside the U.S.

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT INDICATES IT IS FOR RESEARCH, DEVELOPMENT, OR DEMONSTRATION (RD&D) WORK

OR DESIGN WORK INVOLVING NON-STANDARD TYPES OF CONSTRUCTION:

FAR 52.227-1 AUTHORIZATION AND CONSENT (JUL 1995), with Alternate I (APR 1984) FAR 52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987). applies to all subcontracts except those with Universities or Colleges under $500,000

(END OF TERMS AND CONDITIONS)