Prime Contract Clauses Flow-downs applicable to all Caisson Vendors, including Commercial Item (as Defined in FAR 2.101) Vendors (Rev. 1).

 

CLAUSE	CLAUSE TITLE	DATE	SUBCONTRACTOR APPLICABILITY
52.242-15	Stop-Work Order	AUG 1989	All subcontracts, including commercial items.
52.202-1	Definitions	JUN 2020	All subcontracts, including commercial items.
52.203-13	Contractor Code of Business Ethics and Conduct	JUN 2020	All subcontracts, including commercial items, which exceed $6 million and have a period of performance of more than 120 days.  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	All subcontracts, including commercial items.
52.203-19	Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements	JAN 2017	All subcontracts, including commercial items.
52.204-2	Security Requirements	AUG 1996	All subcontracts, including commercial items, which involve access to classified information. Section (c) of the clause does not flow down.
52.204-9	Personal Identity Verification of Contractor Personnel	JAN 2011	All subcontracts, including commercial items, in which the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.
52.204-10	Reporting Executive Compensation and First-Tier Subcontract Awards	JUN 2020	All first-tier subcontracts, including commercial items, which exceed $30,000.  The clause does not flow down to lower tier subcontracts.
52.204-23	Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities	JUL 2018	All subcontracts, including subcontracts for the acquisition of commercial items.
52.204-25	Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment	AUG 2020	All subcontracts, including subcontracts for the acquisition of commercial items. Section (b)(2)  of the clause does not flow down.
52.211-15	Defense Priorities and Allocation Requirements	APR 2008	All subcontracts, including commercial items.
52.215-2	Audit and Records-Negotiation	JUN 2020	All subcontracts, including commercial items, which exceed $250,000 and (1) are cost-reimbursement, incentive, time-and-materials, labor-hour, or price-redeterminable; or (2) for which certified cost and pricing data are required; or (3) that require the subcontractor to furnish reports [cost, funding, or performance reports] as discussed in Section (e) of the clause.
52.215-15	Pension Adjustments and Asset Reversions	OCT 2010	Subcontracts, including commercial items, for which it is anticipated that certified cost or pricing data will be required or for which any preaward or postaward cost determination will be subject to FAR part 31.
52.215-18	Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions	JUL 2005	Subcontracts for which it is anticipated that certified cost or pricing data will be required or for which any preaward or postaward cost determination will be subject to FAR part 31.
52.215-21	Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost and Pricing Data – Modifications	JUN 2020	All subcontracts, including commercial items, which exceed $2 million.
52.215-23	Limitations on Pass-Through Charges	JUN 2020	All cost-reimbursement and fixed price subcontracts that exceed $2 million except those identified in FAR 15.408(n)(2)(i)(B)(2). Note that FAR 15.408(n)(2)(i)(B)(2) excepts commercial products and commercial services acquired by fixed-price subcontract.
52.219-8	Utilization of Small Business Concerns.	OCT 2018	All subcontracts, including commercial items, that include further subcontracting opportunities.
52.222-21	Prohibition of Segregated Facilities	APR 2015	All subcontracts, including commercial items, subject to Equal Opportunity (FAR 52.222-6) clause of this contract.
52.222-26	Equal Opportunity	SEP 2016	All subcontracts, including commercial items, not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended.
52.222-35	Equal Opportunity for Veterans	JUN 2020	All subcontracts, including commercial items,  of $150,000 or greater, unless exempted by the rules, regulations, or orders of the Secretary of Labor.
52.222-36	Equal Opportunity for Workers with Disabilities	JUN 2020	All subcontracts, including commercial items, of $15,000 or greater, unless exempted by the rules, regulations, or orders of the Secretary of Labor.
52.222-37	Employment Reports on Veterans	JUN 2020	All subcontracts, including commercial items, of $150,000 or greater, unless exempted by the rules, regulations, or orders of the Secretary of Labor.
52.222-40	Notification of Employee Rights Under the National Labor Relations Act.	DEC 2010	All subcontracts, including commercial items, which exceed $10,000,  unless exempted by the rules, regulations, or orders of the Secretary of Labor.
52.222-50	Combating Trafficking in Persons.	JAN 2019	All subcontracts, including commercial items.
52.222-54	Employment Eligibility Verification.	OCT 2015	All subcontracts which exceed $3,500, that include work in the U.S., and is for commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for the COTS item) or construction.
52.222-55	Minimum Wages for Contractor Workers Under Executive Order 13658	DEC 2015	Subcontracts, including commercial items, that are subject to the Service Contract Labor Standards or the Wage Rate Requirements (Construction) statute and are to be performed in whole or in part in the United States.
52.222-62	Paid Sick Leave Under Executive Order 13706	JAN 2017	Subcontracts, including commercial items, that are subject to the Service Contract Labor Standards or the Wage Rate Requirements (Construction) statute and are to be performed in whole or in part in the United States. (CI)
52.223-11	Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons	JUN 2016	All subcontracts, including commercial items.
52.223-15	Energy Efficiency in Energy-Consuming Products	MAY 2020	All subcontracts, including commercial items.
52.232-40	Providing Accelerated Payments to Small Business Subcontractors.	DEC 2013	All subcontracts, including commercial items, with small business concerns.
52.244-6	Subcontracts for Commercial Items	JUL 2021	All subcontracts, including commercial items.
52.248-3	Value Engineering – Construction	OCT 2020	All subcontracts, including commercial items, of $75,000 or greater.
252.203-7003	Agency Office of the Inspector General	AUG 2019	All subcontracts, including commercial items, to which FAR 52.203-13, Contractor Code of Business Ethics and Conduct, applies.
252.204-7009	Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information	OCT 2016	Subcontracts for services that include support for the Government’s activities related to safeguarding covered defense information and cyber incident reporting, including subcontracts for commercial items.
252.204-7012	Safeguarding Covered Defense Information and Cyber Incident Reporting	DEC 2019	Subcontracts for operationally critical support or for which subcontract performance will involve covered defense information, including subcontracts for commercial items.
252.204-7015	Notice of Authorized Disclosure of Information for Litigation Support	MAY 2016	All subcontracts, including subcontracts for commercial items.
252.204-7018	Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services	DEC 2019	All subcontracts, including commercial items.
252.223-7008	Prohibition on Hexavalent Chromium	JUN 2013	All subcontracts, including commercial items.
252.225-7048	Export-Controlled Items.	JUN 2013	All subcontracts, including commercial items.
252.227-7022	Government Rights (Unlimited)	MAR 1979	All subcontracts, including commercial items, where drawings, designs, specifications, notes, and other works are developed in the performance of the contract.
252.227-7023	Drawings and Other Data to Become Property of Government	MAR 1979	All subcontracts, including commercial items, where drawings, designs, specifications, notes, and other works are developed in the performance of the contract.
252.227-7033	Rights in Shop Drawings	APR 1966	All subcontracts, including commercial items.
252.244-7000	Subcontracts for Commercial Items	JUN 2013	All subcontracts, including subcontracts for the acquisition of commercial items.
252.247-7023	Transportation of Supplies by Sea	FEB 2019	All subcontracts, including commercial items.

 

RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE
Seller agrees that it has reviewed DFARS 252.227-7022, 252.227-7023, and 252.227-7033.

DPAS RATING: DO-C2
This contract is a rated order under DPAS (15 CFR 700), with a rating of DO-C2.  By signing the P/O Seller agrees to the following: This is a rated order certified for national defense use, and Seller is required to follow all the provisions of the Defense Priorities and Allocation System regulation (15 CFR 700).

DOMESTIC SOURCING
The Seller agrees to identify the country of origin of all articles, materials, and supplies provided to Buyer under the P/O.

COMBATING TRAFFICKING IN PERSONS
This contract includes FAR 52.222-50. If this P/O is for supplies, other than commercially available off-the-shelf items, acquired outside of the U.S., or services performed outside of the U.S. and have an estimated value that exceeds $500,000, by signing the P/O the Seller certifies: (i) It has implemented a compliance plan to prevent any prohibited activities identified in paragraph (b) of FAR 52.222-50 and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities; and (ii) After having conducted due diligence, either – (A) To the best of the Seller’s knowledge and belief, neither it nor any of its agents, subcontractors, or their agents is engaged in any such activities; or (B) If abuses relating to any of the prohibited activities identified in paragraph (b) of FAR 52.222-50 have been found, the Seller has taken the appropriate and referral actions.

The Seller agrees to make this certification to the Buyer annually during performance of the P/O.

CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
Certification. This contract contains FAR 52.203-11 and 52.203-12. By signing the P/O, Seller certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, an employee of a Member of Congress on its behalf in connection with the awarding of this contract.

Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made any lobbying contact on behalf of the Seller with respect to this contract, the Seller shall complete and submit, with its offer to Buyer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The Seller need not report regularly employed officers or employees of the Seller to whom payments of reasonable compensation were made.

STANDARDIZATION

a) The U.S. Government has expressed a desire to procure multiple Caissons. It is extremely important to the U.S. Government to maintain standardization.

b) Equipment supplied under the Caisson program for follow-on Caissons shall be identical to that supplied for the first Caisson, unless otherwise approved in advance in writing by Bollinger.

c) Any cost incurred by Bollinger for changes proposed by Seller shall be to Seller’s account. Changes shall include, but not be limited to, changes to the model number, components, parts, part numbers, technical data packages, software, firmware, hardware, VFI, or similar items.

  

DISPUTES

a) Seller expressly represents that the Contract Disputes Act (CDA) is incorporated into this Agreement and Purchase Order and to be bound by the procedures set forth therein regarding any and all disputes arising out of or related to this Agreement and/or Purchase Order. Seller further agrees to first make and assert any and all claims and/or requests for equitable adjustment arising out of, related to, or connected with the Contract, Agreement, or Purchase Order in the manner and within the time limits provided in the Contract for Seller to pursue like claims against USG and in sufficient time for Seller to make such claims against the USG in accordance with the Contact. Seller agrees to permit Seller to prosecute a claim or equitable adjustment in the name of Seller for the use and benefit of Seller in the manner provided in the Prime Contract for like claims pursued by Bollinger against the USG.  However, nothing contained in this Agreement shall cancel rights, remedies, or benefits in favor of Seller that do not exist pursuant to the terms of this Agreement.

i) Pending final disposition of any dispute under this Agreement or Purchase Order, Seller agrees to proceed diligently with the performance of this Agreement or Purchase Order and in accordance with the decision of Bollinger or USG.

ii) Any decision made by the USG Contracting Officer in Bollinger’s Prime Contract, if binding upon Bollinger, shall bind Bollinger and Seller. In no event shall Bollinger be required to appeal on behalf of or permit Seller to appeal in Bollinger’s name if Bollinger considers Seller’s position to be groundless in fact, or in law or frivolous. Any decision on such appeal shall be binding upon Seller.

iii) If Bollinger permits Seller to appeal in Bollinger’s name, Seller will be permitted, to the extent permitted by the Government, to participate in any such appeal for the purpose of protecting its rights, and Bollinger will not enter into a settlement agreement with the Government or take any other action which would prejudice Seller’s rights under this Clause without Seller’s consent. Fees and costs and expenses incurred by Bollinger in prosecuting any such appeal initiated by Bollinger at Seller’s request shall be paid by Seller and shall not be reimbursable or otherwise compensable as a cost under this Purchase Order or Agreement. The Seller agrees to comply with the same claim certification requirements and support data requirements imposed upon the Bollinger under its Prime Contract by reason of the Contract Disputes Act of 1978 (41 U.S.C. §601-613), FAR 52.233-1.  Specifically, Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, agree to provide with its claim submission, in accordance with the CDA, the following certification language:  “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the [submitting party] believes the Government are liable; and that I am duly authorized to certify the claim on behalf of the [submitting party].”

iv) Seller agrees to accept in full satisfaction and discharge of any and all of its claims brought under the CDA the amounts which Bollinger recovers from the Government on behalf of the Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, pursuant to the terms of this Agreement and Purchase Order, if any. If no such recovery is obtained from the Government, Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, agree to accept Bollinger’s good faith efforts, cooperation, and compliance with its obligations provided herein to obtain such recovery in full satisfaction and discharge of Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, asserted claims.   Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, shall not commence or take any legal action related to the Bollinger’s prosecution of Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, claims.  Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, agree that each will not seek to recover from Bollinger any amount that Bollinger does not recover from the Government for each of Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers claims, respectively.

v) Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, agree that each will prepare its claim(s) in accordance with FAR 52.233-1 as well as provide a cost or pricing data certification pursuant to the FAR.

vi) Bollinger and Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, shall confer with regard to discovery, the proposed presentation of evidence and testimony, and shall give due regard to the needs of the other party’s proof. If the presentation of the proof or part of the proof of one party’s claim or request for contract adjustment directly interferes with the proof of the other party’s claim, Bollinger shall confer with Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers.  As the named party, however, Bollinger has the right to make the final decision as to what action to take, if any.

vii) Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, may retain their own attorneys and experts to prepare and assist in presenting the Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, evidence in support of their claims in the name of Bollinger if allowed by Bollinger.

viii) Bollinger’s counsel will be designated as the lead attorney for all claims filed with the Government and jointly negotiated. With regard to any proceeding before the CBCA or COFC, or any resultant appeal, Bollinger’s counsel shall be designated as “Counsel of Record.”

b) Arbitration Clause

i) As a condition precedent to arbitration, Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, must first submit any and all claims and disputes arising out of, related to, or connected with the Agreement and/or Purchase Order through the CDA procedure and consistent with Article 15(a) above before filing any arbitration proceeding or demand. Only after Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers, exhausts any and all remedies and procedures addressed in Article 15(a), shall Seller, and Seller on behalf of its sub-tier subcontractors, suppliers and Sellers be permitted to submit any and all unresolved disputes arising under this Agreement and/or Purchase Order that cannot be settled by the parties under the Dispute Resolution Procedures in Article 15(a) to binding arbitration under the Construction Industry Rules of Arbitration of the American Arbitration Association.  The parties agree that the AAA Construction Industry Rules are expressly incorporated into this Agreement and/or Purchase Order. Any and all arbitration proceedings and hearings shall be located in New Orleans, Louisiana. Louisiana Law shall govern this Contract.

ii) Seller shall support Bollinger as requested in the resolution of any Disputes that arise between Bollinger and the U.S. Government. Bollinger shall support Seller’s requests for equitable adjustment to price and schedule for Changes initiated by the U.S. Government.

 

Additional Prime Contract Clauses Flow-downs applicable to Caisson Vendors (Exclusive of Commercial Items) (Rev. 1).

CLAUSE	CLAUSE TITLE	DATE	SUBCONTRACTOR APPLICABILITY
52.203-6	Restrictions on Subcontractor Sales to the Government.	JUN 2020	All subcontracts which exceed $250,000.
52.203-7	Anti-Kickback Procedures.	JUN 2020	All subcontracts which exceed $150,000.  Section (c)(1) of clause does not flow down.
52.203-12	Limitation on Payments to Influence Certain Federal Transactions	JUN 2020	All subcontracts which exceed $150,000.
52.203-16	Preventing Personal Conflicts of Interest	JUN 2020	All subcontracts which exceed $250,000 and in which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions.
52.215-11	Price Reductions for Defective Certified Cost or Pricing Data – Modifications	JUN 2020	All subcontracts where certified Cost or Pricing Data is required.
52.215-13	Subcontractor certified Cost or Pricing Data – Modifications	JUN 2020	All subcontracts that exceed $2 million.
52.219-9	Small Business Subcontracting Plan	NOV 2021	All subcontracts (except with small business concerns) in excess of $750,000.
52.222-4	Contract Work Hours and Safety Standards -Overtime Compensation	MAY 2018	All subcontracts that may require or involve the employment of laborers and mechanics.
52.223-18	Encouraging Contractor Policies to Ban Text Messaging While Driving.	JUN 2020	All subcontracts which exceed the micro-purchase threshold (FAR 2.101)
52.225-13	Restrictions on Certain Foreign Purchases.	FEB 2021	All subcontracts.
52.227-1	Authorization and Consent.	JUN 2020	All subcontracts which exceed $250,000.
52.227-2	Notice and Assistance Regarding Patent and Copyright Infringement.	JUN 2020	All subcontracts which exceed $250,000.
52.236-13	Accident Prevention	NOV 1991	All subcontracts.
252.203-7001	Prohibition on Persons Convicted of Fraud or Other Defense Contract-Related Felonies	DEC 2008	All first-tier subcontracts which exceed $250,000.
252.203-7002	Requirement to Inform Employees of Whistleblower Rights.	SEP 2013	All subcontracts.
252.203-7004	Display of Hotline Posters	AUG 2019	Subcontracts which exceed $6 million.
252.204-7000	Disclosure of Information	OCT 2016	All subcontracts.
252.225-7016	Restriction on the Acquisition of Ball and Roller Bearings	JUN 2011	All subcontracts, except those that do not contain ball or roller bearings.