ࡱ>  bjbj 4`7 eeeyyy8y^I:000(^*^*^*^*^*^*^'`b*^e0.\000*^?^-8-8-80e(^-80(^-8-8Qg$X`/rqy1V^U^0^xWc5c$Xce$X00-800000*^*^{7000^0000c000000000 : Flowdowns for Subcontract 1427655 (Prime NAS7-3001), JUNO PHASE E Full Text Clauses ACCESS TO SENSITIVE INFORMATION [A-E, CIS, CREI, CT, FPC, FP-NR&D, FP-R&D, LH-T&M, REL, RSA, T&MC 10/10] [NFS 1852.237-72 6/05] (a) As used in this clause, sensitive information'' refers to: (1) Information that a contractor has developed ý marked as proprietary, confidential, or with a limited or restricted rights notice, or that the Government has generated that qualifies for an exception to the Freedom of Information Act, which is not currently in the public domain, ý which may embody trade secrets or commercial or financial information, ý which may be sensitive or privileged; (2) Information that is marked JPL/Caltech Proprietary, Proposal Sensitive or Business Discreet; (3) Design information or guidance as may be embodied in or derived from computer-aided engineering, computer-aided design, analysis models, manufacturing models, drawings or translations of any of the foregoing, regardless of whether such information or guidance is marked or unmarked; or (4) Information obtained directly from JPL electronic resources, such as JPL computers, servers, networks, electronic libraries or document repositories, regardless of whether such information is marked or unmarked. (b) If performing this subcontract entails access to sensitive information, as defined above, the Subcontractor agrees to: (1) Utilize any sensitive information coming into its possession only for the purposes of performing the services specified in this subcontract, ý not to improve its own competitive position in another procurement nor for any other purpose. (2) Safeguard sensitive information coming into its possession from unauthorized use ý disclosure using the same stýard of care as the Subcontractor uses to protect its own confidential information, but under no circumstances less than a reasonable stýard of care. (3) Maintain any restrictive markings on sensitive information coming into its possession ý on any copies thereof. (4) Allow access to sensitive information only to those employees that need it to perform services under this subcontract. (5) Preclude access ý disclosure of sensitive information to persons ý entities outside of the Subcontractor's organization. (6) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in this subcontract ý to safeguard it from unauthorized use ý disclosure. (7) Obtain a written affirmation from each employee that he/she has received ý will comply with training on the authorized uses ý mýatory protections of sensitive information needed in performing this subcontract. (8) Administer a monitoring process to ensure that employees comply with all reasonable security procedures, immediately report any breaches to the JPL Subcontracts Manager, ý implement any necessary corrective actions. (9) Return to JPL or destroy all sensitive information, ý copies thereof, no later than the effective date of the termination or expiration of this subcontract. Within thirty days of that effective date, the Subcontractor shall confirm in writing to JPL that all sensitive information received during the course of this subcontract has been returned or destroyed. (c) The Subcontractor will comply with all procedures ý obligations specified in any Organizational Conflicts of Interest Avoidance Plan incorporated into this subcontract. (d) The nature of the work on this subcontract may subject the Subcontractor ý its employees to a variety of laws ý regulations relating to ethics, conflicts of interest, corruption, ý other criminal or civil matters relating to the award ý administration of government contracts. Recognizing that this subcontract establishes a high stýard of accountability ý trust, JPL will carefully review the Subcontractor's performance in relation to the mýates ý restrictions found in these laws ý regulations. Unauthorized uses or disclosures of sensitive information may result in termination of this subcontract for default, in addition to any other rights ý remedies available by law to the Government, JPL or other provider of sensitive information. (e) The Subcontractor shall not be liable for the use or disclosure of sensitive information that the Subcontractor can demonstrate is: (1) in the public domain other than by a breach of this clause by the Subcontractor; (2) received by the Subcontractor from a third party without any obligation of confidentiality; (3) known to the Subcontractor without any limitation on use or disclosure prior to its receipt from JPL under this subcontract; (4) independently developed by the employees of the Subcontractor as evidenced by written documentation; or (5) generally made available to third parties by the originator of the sensitive information without restriction on disclosure. (f) Unless otherwise specifically provided in this subcontract, no warranty, express or implied, including without limitation any warranty of accuracy, utility, merchantability or of fitness for a particular purpose, is provided hereunder for any of the disclosed sensitive information. (g) The Subcontractors obligations under this clause shall survive the expiration or termination of this Subcontract. (h) Notwithstýing paragraph (b)(5), the Subcontractor may submit a written request to the JPL Subcontracts Manager for authorization to disclose sensitive information to its lower-tier subcontractors. If JPL authorizes the disclosure, the Subcontractor before making any such disclosure must include the substance of this clause, suitably modified to reflect the relationship of the parties, in any lower-tier subcontract that will involve access to sensitive information. The Subcontractor shall also require an acknowledgement in any such lower-tier subcontract that: (1) the corresponding clause is being included for the benefit of JPL as a third-party beneficiary, ý (2) in addition to any other rights it may have, JPL is intended to have a right of direct action against the lower-tier subcontractor, or any other person to whom that subcontractor has released or disclosed that sensitive information, to seek damages for any breach ý/or to seek enforcement of that clause in the lower-tier subcontract. ANTI-KICKBACK PROCEDURES [CT, FP-NR&D, FP-R&D, T&MC, LH/T&M, FPC, CREI, A E, RSA, REL 02/09] [FAR 52.203-7 07/95] (a) Definitions. (1) "Kickback," as used in this Article, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any prime Contractor, prime Contractor employee, Subcontractor, or Subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a Subcontract relating to a prime contract. (2) "Person," as used in this Article, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual. (3) "Prime contract," as used in this Article, means a Contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind. (4) "Prime Contractor," as used in this Article, means a person who has entered into a prime contract with the United States. (5) "Prime Contractor employee," as used in this Article, means any officer, partner, employee, or agent of a prime Contractor. (6) "Subcontract," as used in this Article, means a contract or contractual action entered into by a prime Contractor or Subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract. (7) "Subcontractor," as used in this Article, (i) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a Subcontract entered into in connection with such prime contract, ý (ii) includes any person who offers to furnish or furnishes general supplies to the prime contractor or a higher-tier subcontractor. (8) "Subcontractor employee," as used in this Article, means any officer, partner, employee, or agent of a Subcontractor. (b) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits any person from: (1) Providing or attempting to provide or offering to provide any kickback; (2) Soliciting, accepting, or attempting to accept any kickback; or (3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a Subcontractor to a prime Contractor or higher tier subcontractor. (c) (1) When the Subcontractor has reasonable grounds to believe that a violation described in paragraph (b) of this Article may have occurred, the Subcontractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Department of Justice. (2) The Subcontractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this Article. (3) The Institute may (i) offset the amount of the kickback against any monies owed by the Institute under the Subcontract ý/or (ii) direct that the Subcontractor withhold, from sums owed a lower-tier Subcontractor the amount of any kickback. The Institute may order that monies withheld under subdivision (c)(3)(ii) of this Article be paid over to the Institute unless the Institute has already offset those monies under subdivision (c)(3)(i) of this Article. In either case, the Subcontractor shall notify the Institute when the monies are withheld. (4) The Subcontractor agrees to incorporate the substance of this Article, including this paragraph, in all lower-tier Subcontracts under this Subcontract which exceed $100,000. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT (Applicable for all purchase orders/subcontracts) [CT, CREI 09/04] (Work performed outside the United States is exempt from the requirements of this Article.) Subcontractor agrees to comply with the Americans with Disabilities Act (42 U.S.C. 12101, et. seq.) ý all implementing regulations. Subcontractor agrees to insert this Article, including this paragraph (b), in all First-tier Subcontracts ý purchase orders hereunder. DATA REMOVAL FROM COMPUTERS AND ELECTRONIC DEVICES [CT, FP-NR&D, FP-R&D, CIS, LH/T&M, T&MC, FPC, CREI, A-E, RSA 02/09] [NPR 2810.1A 05/06] The Subcontractor shall archive all data required to be retained pursuant to the terms of this Subcontract (including, but not limited to, the General Provisions, Additional General Provisions, Alterations to General Provisions ý Special Provisions). The Subcontractor shall completely sanitize (e.g., overwrite, degauss or destroy) all media containing data in all computers ý other electronic devices ý permanently delete all non-transferable licensed software before such computers or other electronic devices leave the control of the Subcontractor by transfer or disposal. All data, including computer software, provided by JPL, derived from JPL data, or owned by the Government or JPL pursuant to this Subcontract shall be permanently deleted from Subcontractor controlled computers or electronic devices before leaving the control of the Subcontractor. The Subcontractor shall submit to JPL a written certification that the above sanitization requirements have been satisfied ý the date of such action. DEFINITIONS [CT, FP-NR&D, FP-R&D, T&MC, LH/T&M, FPC, A E, RSA 02/09] [FAR 52.202-1 12/01] As used throughout this Subcontract, the following terms shall have the meanings set forth below: (a) The term Administrator means the Administrator or Deputy Administrator of the National Aeronautics ý Space Administration. (b) The term commercial component means any component that is a commercial item. (c) The term commercial item means (see related term nondevelopmental item, below): (1) Any item, other than real property, that is of a type customarily used by the general public or by non-governmental entities for purposes other than governmental purposes ý that: (A) Has been sold, leased, or licensed to the general public; or (B) Has been offered for sale, lease, or license to the general public; (2) Any item that evolved from an item described in paragraph (c)(1) of this Article through advances in technology or performance ý that is not yet available in the commercial marketplace, but will be available in the commercial marketplace in time to satisfy the delivery requirements under a solicitation; (3) Any item that would satisfy a criterion expressed in paragraphs (c)(1) or (2) of this Article, but for: (A) Modifications of a type customarily available in the commercial marketplace; or (B) Minor modifications of a type not customarily available in the commercial marketplace made to meet JPL or Federal Government requirements. Minor modifications means modifications that do not significantly alter the nongovernmental function or essential physical characteristics of an item or component, or change the purpose of a process. Factors to be considered in determining whether a modification is minor include the value ý size of the modification ý the comparative value ý size of the final product. Dollar values ý percentages may be used as guideposts, but are not conclusive evidence that a modification is minor; (4) Any combination of items meeting the requirements of paragraphs (c)(1), (2), (3), or (5) of this Article that are of a type customarily combined ý sold in combination to the general public; (5) Installation services, maintenance services, repair services, training services, ý other services if: (A) Such services are procured for support of an item referred to in paragraph (c)(1), (2), (3), or (4) of this definition, regardless of whether such services are provided by the same source or at the same time as the item; ý (B) The source of such services provides similar services contemporaneously to the general public under terms ý conditions similar to those offered to the Federal Government; (6) Services of a type offered ý sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices for specific tasks performed under stýard commercial terms ý conditions. This does not include services that are sold based on hourly rates without an established catalog or market price for a specific service performed. For purposes of these services: (A) "Catalog price" means a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or supplier, is either published or otherwise available for inspection by customers, ý states prices at which sales are currently, or were last, made to a significant number of buyers constituting the general public; ý (B) "Market prices" means current prices that are established in the course of ordinary trade between buyers ý sellers free to bargain ý that can be substantiated through competition or from sources independent of the offerors. (7) Any item, combination of items, or service referred to in subparagraphs (c)(1) through (6), notwithstýing the fact that the item, combination of items, or service is transferred between or among separate divisions, subsidiaries, or affiliates of a Subcontractor; or (8) A nondevelopmental item, if the procuring activity determines the item was developed exclusively at private expense ý sold in substantial quantities, on a competitive basis, to multiple State ý local Governments (see definition below). (d) The term component means any item supplied as part of an end item or of another component, except that for use in 52.225-9, ý 52.225-11 see the definitions in 52.225-9(a) ý 52.225-11 (a). (e) Any reference to the "Contract Disputes Act" is meant to refer to the Disputes provision in this Subcontract, if any. (f) The term "Contracting Officer" means the Government Contracting Officer for the Prime Contract. The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority as delegated by the Contracting Officer. (g) The term "FAR" means the Federal Acquisition Regulation as in effect on the date of this Subcontract, unless otherwise indicated. (h) The term "First-tier Subcontract," as used in this Subcontract, includes, but is not limited to, purchase orders under this Subcontract. (i) The term "Government" means the Government of the United States of America, unless the context is otherwise. (j) The term "Government-furnished property (GFP)" includes JPL-furnished, Government-owned property. (k) The term "Institute" means the California Institute of Technology as a party to this Subcontract. (l) The term "JPL" means the Jet Propulsion Laboratory as the organizational element of the Institute having responsibility for administration of this Subcontract. The rights of JPL under this Subcontract are the rights of the California Institute of Technology as a party to this Subcontract. (m) The term JPL Subcontracts Manager means the individual authorized to issue ý administer this Subcontract for JPL. (n) The term "NASA" means the National Aeronautics ý Space Administration. (o) The term "NFS" means the NASA FAR Supplement as in effect on the date of this Subcontract, unless otherwise indicated. (p) The term nondevelopmental item means: (1) Any previously developed item of supply used exclusively for governmental purposes by a Federal agency, a State or local government, or a foreign government with which the United States has a mutual defense cooperation agreement; (2) Any item described in paragraph (p)(1) of this definition that requires only minor modification or modifications of a type customarily available in the commercial marketplace in order to meet the requirements of the procuring activity; or (3) Any item of supply being produced that does not meet the requirements of paragraph (p)(1) or (2) solely because the item is not yet in use. (q) The term "person" means any individual, partnership, corporation, association, institution or other entity. (r) The term "Prime Contract" means the Contract between the Institute ý NASA for the United States of America (herein called the Government). (s) The term Schedule means the statements in the order/Subcontract, including statement of work, description of items to be supplied, delivery dates, special provisions, options ý any other statements excluding the General Provisions (the term "General Provisions" includes any "Additional General Provisions"), ý any proposals, specifications or other documents or provisions which are made a part of this Subcontract by reference or otherwise. (t) The term "Subcontract amount" means the Subcontract price, the estimated cost ý fee, if any, or the ceiling price of the Subcontract. (u) The term Subcontractor means the selling party to this Subcontract/Order with the California Institute of Technology (the Institute)/JPL being the buying party. The Subcontractor is the First-tier Subcontractor under the NASA Prime Contract between NASA ý the Institute/JPL. (v) The terms "United States" or "U.S." mean the United States of America. ELECTRICAL EQUIPMENT ACQUISITION [CT, FP-NR&D, FP-R&D, CIS, T&MC, LH/T&M, FPC, CREI 09/04] (This Article is applicable if the Subcontract involves acquisition of off-the-shelf electrical equipment for delivery to or use by JPL or its designees.) The electrical equipment being provided by the Subcontractor under this Subcontract shall be listed by Underwriters Laboratory, Factory Mutual Insurance Association, Canadian Stýards Association, or similar organization of recognized stýing. In the event that the equipment does not carry an appropriate approval, the individual components making up the item must be listed. Proof of listing shall be provided with delivery of the equipment in the form of accompanying data or labels. Any item not conforming to these requirements may be returned to the Subcontractor at the Subcontractor's expense. The Subcontractor agrees to require First-tier Subcontractors, if any, which supply electrical equipment for delivery to or use by JPL or its designees to comply with this Article. EQUIPMENT (EXCLUDING VEHICLES), TOOLS AND MATERIAL (SUBCONTRACTOR PERSONNEL IN RESIDENCE AT JPL) [CT, LH/T&M, T&MC 09/04] (This Article applies if the Subcontract work will be performed at a JPL-controlled facility, ý tools, equipment, or materials will be issued to the Subcontractor's personnel by JPL.) (a) Subcontractor personnel will not bring work Items, i.e., tools, equipment (for example, personal computers ý printers), or material, upon the premises while working at a JPL-controlled facility. JPL will provide those Items necessary for performance of work at a JPL-controlled facility, ý such Items shall not be removed from the premises unless removal from JPL premises is specifically authorized by the JPL Supply ý Equipment Section Manager or designated representative. Items so provided shall not be considered "Government-Furnished Property," ý will not be subject to the "Government Property" Article of this Subcontract, but will be issued to individual Subcontractor personnel. Subcontractor personnel will be held to the same stýards of conduct regarding such Items as JPL employees, that is: Subcontractor personnel shall promptly notify their supervisor or the Cognizant JPL Technical Representative of any loss, damage, or destruction of Items issued to them. The Subcontractor will be held liable for any loss, damage, or destruction of such Items resulting from gross negligence, willful misconduct, ý unlawful appropriation by its personnel for personal use or benefit, or use for other than JPL business on the part of its personnel. (b) The Subcontractor agrees to inform its personnel who may work at a JPL- controlled facility of this procedure ý of their responsibilities. JPL will advise the Subcontractor promptly upon determining that any Subcontractor personnel have failed to return or satisfactorily account for any Item issued to such personnel. The Subcontractor agrees that JPL may withhold from any monies due or to become due the Subcontractor under this Subcontract, or to otherwise reimburse JPL, the value of any Items issued to Subcontractor personnel ý neither returned nor satisfactorily accounted for upon completion of work under this Subcontract or when so requested by JPL. FACSIMILE AND ELECTRONIC COPIES ACCEPTABLE [CT, FP-NR&D, FP-R&D, CIS, T&MC, LH/T&M, FPC, CREI, A E, RSA 10/10] The parties agree that facsimile (fax) ý electronic copies of image file formats in .PDF, .TIFF, .JPG, .BMP, ý .GIF of subcontract documents electronically submitted are just as binding as originally executed documents. FELONY CONVICTION INFORMATION (SUBCONTRACTOR PERSONNEL PERFORMING WORK AT JPL CONTROLLED FACILITIES) [CT, LH/T&M, T&MC 02/09] (This Article applies to Subcontractor Personnel ý/or Lower-tier Subcontractor Personnel performing work at JPL controlled facilities.) When access to JPL facilities is required by Subcontractor Personnel ý/or Lower-tier Subcontractor Personnel, the Subcontractor Personnel ý/or Lower-tier Subcontractor Personnel shall provide JPL requested personnel access information, including a "Self Disclosure Form" (form JPL 1943), executed by the person requiring access. This request shall be provided to the Office of Protective Services (OPS) at least 24 hours prior to the time access is required to JPL premises. JPL reserves the right to approve or deny access to its facilities, based on the response given on form JPL 1943 or on other information available to JPL. FINAL REPORT [CT, FP-NR&D, FP-R&D, LH/T&M, CREI, RSA 09/04] [NPG 2200.2A] (This Article applies to Subcontracts requiring final, formal, published reports prepared for NASA funded or sponsored science technology, research ý development, ý space flight projects). The Subcontractors final published report shall (1) indicate that the work is funded by NASA, (2) be formatted in accordance with NPG 2200.2A, (3) be correctly marked to ensure appropriate dissemination, ý (4) be forwarded to JPL. LIMITATION OF LIABILITY [CT, FP-NR&D, FP-R&D, T&MC, LH/T&M, CREI 09/04] [FAR 52.246-23, 52.246-24, ý 52.246-25 02/97] This Article includes 3 Parts: Part 2, Limitation of Liability High Value Items, applies to all items delivered under this Subcontract to JPL which have a unit cost exceeding $100,000; Part 1, Limitation of Liability, applies to all other items delivered under this Subcontract. Part 3, Limitation of Liability Services, applies if the Subcontract is over $100,000 ý requires the performance of services. Part 1: LIMITATION OF LIABILITY (Applies to all items delivered under this Subcontract other than High Value Items) (a) Except as provided in paragraphs (b) ý (c) below, ý except for remedies expressly provided elsewhere in this Subcontract, the Subcontractor shall not be liable for loss of or damage to property of the Government (excluding the supplies delivered under this Subcontract) that (i) occurs after acceptance of the supplies delivered under this Subcontract ý (ii) results from any defects or deficiencies in the supplies. (b) The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or the acceptance of, the supplies results from willful misconduct or lack of good faith on the part of any of the Subcontractor's managerial personnel. The term "Subcontractor's managerial personnel," as used in this Article, means the Subcontractor's directors, officers, ý any of the Subcontractor's managers, superintendents, or equivalent representatives who have supervision or direction of: All or substantially all of the Subcontractor's business; All or substantially all of the Subcontractor's operations at any one plant, laboratory, or separate location at which the Subcontract is being performed; or A separate ý complete major industrial operation connected with the performance of this Subcontract. (c) If the Subcontractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Institute or the Government through purchase or use of the supplies required to be delivered under this Subcontract, the Subcontractor shall be liable to the Institute ý the Government, to the extent of such insurance or reserve, for loss of or damage to property of the Institute ý the Government occurring after acceptance of, ý resulting from any defects or deficiencies in, the supplies delivered under this Subcontract. (d) The Subcontractor shall include this Article, including this paragraph (d), supplemented as necessary to reflect the relationship of the contracting parties, in all First-tier Subcontracts. PART 2: LIMITATION OF LIABILITY HIGH VALUE ITEMS (Applies to all items delivered under this Subcontract to JPL which have a unit cost exceeding $100,000) (a) Except as provided in paragraphs (b) through (e) below, ý notwithstýing any other provision of this Subcontract, the Subcontractor shall not be liable for loss of or damage to property of the Institute or the Government (including the supplies delivered under this Subcontract) that: (1) Occurs after JPL acceptance of the supplies delivered under this Subcontract; ý (2) Results from any defects or deficiencies in the supplies. (b) The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or JPL's acceptance of, the supplies results from willful misconduct or lack of good faith on the part of any of the Subcontractor's managerial personnel. The term "Subcontractor's managerial personnel," as used in this Article, means the Subcontractor's directors, officers ý any of the Subcontractor's managers, superintendents, or equivalent representatives who have supervision or direction of: All or substantially all of the Subcontractor's business; All or substantially all of the Subcontractor's operations at any one plant, laboratory, or separate location at which the Subcontract is being performed; or A separate ý complete major industrial operation connected with the performance of this Subcontract. (c) If the Subcontractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Institute or the Government through purchase or use of the supplies required to be delivered under this Subcontract, the Subcontractor shall be liable to the Institute ý the Government, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after JPL acceptance of, ý resulting from any defects or deficiencies in, the supplies delivered under this Subcontract. (d) This Article does not diminish the Subcontractor's obligations, to the extent that they arise otherwise under this Subcontract, relating to correction, repair, replacement, or other relief for any defect or deficiency in supplies delivered under this Subcontract. Unless this is a cost-reimbursement Subcontract, if loss or damage occurs ý correction, repair, or replacement is not feasible or desired by JPL, the Subcontractor shall, as determined by JPL: Pay the Institute the amount it would have cost the Subcontractor to make correction, repair, or replacement before the loss or damage occurred; or Provide other equitable relief. (e) This Article shall not limit or otherwise affect the Institute's or the Government's rights under Articles, if included in this Subcontract, that cover: Warranty of technical data; Ground ý flight risks or aircraft flight risks; or Government property. (f) In each First-tier Subcontract, except a First-tier Subcontract covered by paragraph (g) below, the Subcontractor shall insert the appropriate Article, supplemented as necessary to reflect the relationship of the Subcontracting parties, as follows: In First-tier Subcontracts for high-value items only, after obtaining JPL's advance written approval, insert this Article, including this paragraph (f). In First-tier Subcontracts for other end items only, insert the clause at FAR subsection 52.246-23, Limitation of Liability. (g) In any First-tier Subcontract for both high-value items for which this Article is appropriate, ý other end items for which the clause at FAR subsection 52.246-23, ý any corresponding implementing or supplementing provisions in the NFS, is appropriate, after obtaining the JPL's advance written approval to use this Article, the Subcontractor shall: Include both this Article ý the FAR clause; Identify high-value items by line item; ý Insert the following preamble before paragraph (a) of this Article as used in that First-tier Subcontract: "(This Article shall apply only to those items identified in this Subcontract as being subject to this Article.)" PART 3: LIMITATION OF LIABILITY SERVICES (Applies if the Subcontract is over $100,000 ý requires the performance of services) (a) Except as provided in paragraphs (b) ý (c) below, ý except to the extent that the Subcontractor is expressly responsible under this Subcontract for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services), the Subcontractor shall not be liable for loss of or damage to property of the Institute or the Government that: Occurs after Institute acceptance of services performed under this Subcontract; ý Results from any defects or deficiencies in the services performed or materials furnished. (b) The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or the Institute acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the Subcontractor's managerial personnel. The term "Subcontractor's managerial personnel," as used in this provision, means the Subcontractor's directors, officers, ý any of the Subcontractor's managers, superintendents, or equivalent representatives who have supervision or direction of: All or substantially all of the Subcontractor's business; All or substantially all of the Subcontractor's operations at any one plant, laboratory, or separate location at which the Subcontract is being performed; or A separate ý complete major industrial operation connected with the performance of this Subcontract. (c) If the Subcontractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Institute or the Government through the Subcontractor's performance of services or furnishing of materials under this Subcontract, the Subcontractor shall be liable to the Institute or the Government, to the extent of such insurance or reserve, for loss of or damage to property of the Institute or the Government occurring after Institute acceptance of, ý resulting from any defects ý deficiencies in, services performed or materials furnished under this Subcontract. (d) The Subcontractor shall include this provision, including this paragraph (d), supplemented as necessary to reflect the relationship of the contracting parties, in all First-tier Subcontracts over $25,000. LIMITATION ON RESTRICTIVE MARKINGS [CREI, CT, FP-NR&D, FP-R&D, LH/T&M , RSA , T&MC- 10/10] (a) Information delivered or otherwise provided by the Subcontractor to JPL in connection with this Subcontract shall not contain any Restrictive Markings, except as permitted by section (b) below or as required by law. As used in this Article, Restrictive Markings means any marking, legend or other indicia intended to limit use of the information. For example, Restrictive Markings may include, but are not limited to, Proprietary, Confidential, or substantially equivalent designation, as well as the Limited ý Restricted Rights Notices that may be set forth in the Rights in Data General Article of this Subcontract. Restrictive Markings not permitted by section (b) below impose no obligations or restrictions on JPLs use ý disclosure of information, ý, unless otherwise agreed in writing, JPL is entitled to disregard ý/or remove such unpermitted Restrictive Markings on information in its possession at any time without notice to the Subcontractor. (b) The following Restrictive Markings shall be permitted under this Subcontract: (1) The Limited Rights Notice permitted under paragraph (g)(2) of the Rights In Data General Article, if included in this Subcontract. (2) The Restricted Rights Notice permitted under paragraph (g)(3) of the Rights in Data General Article, if included in this Subcontract. (3) Proprietary, Confidential, or substantially equivalent designations may be included on Subcontractors financial, administrative, cost, pricing or management information relating to the administration of this Subcontract. Any such Restrictive Markings must specifically identify the type of financial or administrative information, for example, [SUBCONTRACTOR NAME] Proprietary Cost Information. (4) Copyright notices to the extent permitted by paragraph (c) of the Rights In Data General Article in this Subcontract. (5) [RESERVED] (c) JPL retains the right to challenge any Restrictive Markings identified in section (b) above. Challenges to such markings shall be made in accordance with the procedures set forth in paragraph (e) of the Rights in Data General Article in this Subcontract. (d) Where information contains both unrestricted ý restricted data subject to the Restrictive Markings permitted in section (b) above, the Subcontractor shall mark only those pages, parts or portions of the information that are subject to restrictions permitted in section (b). (e) Upon the execution of this Subcontract, all prior confidentiality agreements between JPL ý the Subcontractor relating to or otherwise encompassing the subject matter of this Subcontract are hereby terminated. The obligation to maintain confidentiality of any information disclosed pursuant to such agreements shall survive termination ý continue for the nondisclosure period set forth therein or, if none is specified, for the term of this Subcontract. Notwithstýing the foregoing, should use of information previously delivered by Subcontractor to JPL under a confidentiality agreement be deemed necessary for the performance of this subcontract, the Subcontractor must identify in writing to JPL which Restrictive Markings permitted in section (b)(1)-(4) above apply, if any, within thirty (30) days of the execution of this Subcontract. NOTICE TO JPL OF LABOR DISPUTES (Applicable for all purchase orders/subcontracts.) [CT, FP-NR&D, FP-R&D, T&MC, LH/T&M, FPC, CREI, A - E 09/04] [FAR 52.222-1 02/97] (a) If the Subcontractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Subcontract, the Subcontractor shall immediately give notice to JPL. The initial notice shall include the following: (1) Identification of parts/materials, etc., which are or may be affected; (2) Brief description of work-around plans to avoid delivery or performance delays. If the actual or potential dispute involves a lower-tier subcontractor, advise as to potential alternate sources; (3) Other Government agencies having responsibility for any functions concerning the affected operation, e.g., quality control, agency resident representative, etc., ý the title, name ý telephone of the agency representative. (4) Other Government agencies which have been notified of the situation, ý if available, the title, name ý telephone number of any representative of another agency who is involved with the actual or threatened labor dispute; (5) Specific information regarding transportation of parts/materials or personnel which is or may be affected; (6) Manufacturer/First-tier Subcontractor ý union data to include: Name, address ý telephone numbers of the manufacturer/First-tier Subcontractor representative ý Industrial Relations Representative to be contacted for further information; Union's name ý local lodge number, if known. If any of the required information is not available when providing the initial notice, indicate when it is estimated that such information can be provided. (b) The Subcontractor agrees to insert the substance of this Article, including this paragraph (b), in any First-tier Subcontract to which a labor dispute may delay the timely performance of this Subcontract; except that each such First-tier Subcontract shall provide that, in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the First-tier Subcontractor shall immediately notify the next higher-tier subcontractor or JPL, as the case may be, concerning the dispute. NOTIFICATION OF OWNERSHIP CHANGES CT, FP-NR&D, FP-R&D, T&MC, LH/T&M, FPC, A E, CREI 09/04] [FAR 15.215-19 10/97] (This Article is applicable if it is contemplated that cost or pricing data will be required or for which any preaward or postaward cost determination will be subject to Subpart 31.2) (a) The Subcontractor shall make the following notifications in writing: When the Subcontractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Subcontractor shall notify JPL within 30 days. The Subcontractor shall also notify JPL within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership. (b) The Subcontractor shall: Maintain current, accurate, ý complete inventory records of assets ý their costs; Provide JPL or designated representative ready access to the records upon request; Ensure that all individual ý grouped assets, their capitalized values, accumulated depreciation or amortization, ý remaining useful lives are identified accurately before ý after each of the Subcontractor's ownership changes; ý Retain ý continue to maintain depreciation ý amortization schedules based on the asset records maintained before each Subcontractor ownership change. (c) The Subcontractor shall include the substance of this clause in all First-tier Subcontracts under this Subcontract that meet the applicability requirement of FAR 15.408(k). PROHIBITION OF SUBCONTRACTOR USE OF PRIVATELY OWNED AIRCRAFT IN SUBCONTRACT PERFORMANCE (Applicable if you will be using a privately owned aircraft to support this contract.) [CT, FPNR&D, FPR&D, T&MC, LH/T&M, FPC, CREI, A E, RSA 09/04] The Subcontractor, its employees, agents ý First-tier Subcontractors, shall not use privately owned (noncommercial) aircraft in the performance of this Subcontract without prior approval of JPL. Any request for approval to use privately owned aircraft must include a certificate of insurance as evidence that the Subcontractor has in effect Aircraft Liability Insurance coverage of not less than $5,000,000 for all deaths, injuries, ý property damage arising from one accident or occurrence. The Subcontractor shall be required as a condition of JPL's approval to submit an endorsement naming the Institute as an additional insured in such aircraft liability insurance policy. The Subcontractor shall include this provision in any First-tier Subcontract involving travel subject to JPL approval or requiring that the First-tier Subcontractor utilize a privately owned (noncommercial) aircraft. RELEASE OF INFORMATION [CT, FP-NR&D, FP-R&D, T&MC, LH/T&M, FPC, CREI, A E, RSA 02/09] (This Article does not apply if the Article entitled "Release of Information - Preliminary Engineering Report (PER)" is applicable.) (a) The Subcontractor agrees that all information released by the Subcontractor for publicity or promotional purposes (e.g., news ý photo releases, exhibit copy, motion picture scripts, advertising copy) directly related to the Subcontractor's work with ý for JPL will be submitted to JPL for review for technical accuracy prior to issuance. (See form JPL 1737, "Release of Information.") (b) The Subcontractor agrees to insert this clause including this paragraph in all First-tier Subcontracts. RIGHTS IN DATA GENERAL [CT, FP-NR&D, FP-R&D, LH/T&M, T&MC 02/09] [FAR 52.227-14 6/87; NFS 1852.227-14 06/87] (If the Article entitled "Existing Commercial Computer Software - Licensing" is applicable to this Subcontract, it shall apply in lieu of this Article regarding any acquisition of commercial computer software.) (a) Definitions. (1) "Computer software," as used in this Article, means computer programs, computer data bases, ý documentation thereof. (2) "Data," as used in this Article, means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data, ý computer software. The term does not include information incidental to Subcontract administration, such as financial, administrative, cost or pricing, or management information. (3) "Form, fit, ý function data," as used in this Article, means data relating to items, components, or processes that are sufficient to enable physical ý functional interchangeability, as well as data identifying source, size, configuration, mating, ý attachment characteristics, functional characteristics, ý performance requirements; except that for computer software it means data identifying source, functional characteristics, ý performance requirements but specifically excludes the source code, algorithm, process, formulae, ý flow charts of the software. (4) "Institute" means the California Institute of Technology as a party to this Subcontract. (5) "JPL" means the Jet Propulsion Laboratory as the organizational element of the Institute having responsibility for administration of this Subcontract. JPL's rights under this Subcontract are rights of the California Institute of Technology as a party to this Subcontract. (6) "Limited rights," as used in this Article, means the rights of the Government, or in support ý furtherance of its Government contract obligations, the Institute, in limited rights data as set forth in the Limited Rights Notice of subparagraph (g)(2) if included in this Article. (7) "Limited rights data," as used in this Article, means data (other than computer software) that embody trade secrets or are commercial or financial ý confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications thereof. (8) "Restricted computer software," as used in this Article, means computer software developed at private expense ý that is a trade secret; is commercial or financial ý is confidential or privileged; or is published copyrighted computer software; including minor modifications of such computer software. (9) "Restricted rights," as used in this Article, means the rights of the Government, ý in support ý in furtherance of its Government contract obligations, the Institute, in restricted computer software, as set forth in a Restricted Rights Notice of subparagraph (g)(3) if included in this Article, or as otherwise may be provided in a collateral agreement incorporated in ý made part of this Subcontract, including minor modifications of such computer software. (10) "Technical data," as used in this Article, means data (other than computer software) which are of a scientific or technical nature. (11) "Unlimited rights," as used in this Article, means the right of the Government, or in support ý furtherance of its Government contract obligations, the Institute, to use, disclose, reproduce, prepare derivative works, distribute copies to the public, ý perform publicly ý display publicly, in any manner ý for any purpose, ý to have or permit others to do so. (b) Allocation of Rights. (1) Except as provided in paragraph (c) of this Article regarding copyright, the Government ý in support ý furtherance of its Government contract obligations, the Institute, shall have unlimited rights in: (A) Data first produced in the performance of this Subcontract; (B) Form, fit, ý function data delivered under this Subcontract; (C) Data delivered under this Subcontract (except for restricted computer software) that constitute manuals or instructional ý training material for installation, operation, or routine maintenance ý repair of items, components, or processes delivered or furnished for use under this Subcontract; ý (D) All other data delivered under this Subcontract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this Article. (2) The Subcontractor shall have the right to: (A) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Subcontractor in the performance of this Subcontract, unless provided otherwise in paragraph (d) of this Article; (B) Protect from unauthorized disclosure ý use those data which are limited rights data or restricted computer software to the extent provided in paragraph (g) of this Article; (C) Substantiate use of, add or correct limited rights, restricted rights, or copyright notices ý to take other appropriate action, in accordance with paragraphs (e) ý (f) of this Article; ý (D) Establish claim to copyright subsisting in data first produced in the performance of this Subcontract to the extent provided in subparagraph (c)(1) of this Article. (c) Copyright. (1) Data First Produced in the Performance of This Subcontract. (A) Unless provided otherwise in paragraph (d) of this Article, the Subcontractor may establish, without prior approval of JPL, claim to copyright subsisting in scientific ý technical articles based on or containing data first produced in the performance of this Subcontract ý published in academic, technical or professional journals, symposia proceedings or similar works. The prior, express written permission of JPL is required to establish claim to copyright subsisting in all other data first produced in the performance of this Subcontract. (B) When claim to copyright is made, the Subcontractor shall affix the applicable copyright or notices of 17 U.S.C. 401 or 402 ý acknowledgment of Government sponsorship (including the JPL Subcontract number) to the data when such data are delivered to JPL, as well as when the data are published or deposited for registration as a published work in the U.S. Copyright Office. (Acknowledgment shall include a statement that "This work was performed for the Jet Propulsion Laboratory, California Institute of Technology, sponsored by the United States Government under a Prime Contract between the California Institute of Technology ý NASA.") (C) For data other than computer software, the Subcontractor grants to the Government, ý in support ý furtherance of its Government contract obligations, the Institute, any successor-in-interest of the Institute, or a successor Subcontractor to operate JPL, ý others acting on their behalf, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, ý perform publicly ý display publicly by or on behalf of the Government. (D) For computer software, the Subcontractor grants to the Government, ý in support ý furtherance of its Government contract obligations, the Institute, any successor-in-interest of the Institute, or a successor Subcontractor to operate JPL, ý others acting on their behalf, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted computer software to reproduce, prepare derivative works, ý perform publicly ý display publicly by or on behalf of the Government. (2) Data Not First Produced in the Performance of This Subcontract. The Subcontractor shall not, without prior written permission of JPL, incorporate in data delivered under this Subcontract any data not first produced in the performance of this Subcontract ý which contains the copyright notice of 17 U.S.C. 401 or 402, unless the Subcontractor identifies such data ý grants to the Government, ý in support ý furtherance of its Government contract obligations, the Institute, or acquires on their behalf, a license of the same scope as set forth in subparagraph (c)(1) of this Article; provided, however, that if such data are computer software, the Subcontractor grants to the Government ý in support ý furtherance of its Government contract obligations, the Institute, or acquires on their behalf, a paid-up nonexclusive irrevocable worldwide license as set forth in subparagraph (g)(3) of this Article. (3) Removal of Copyright Notices. JPL agrees not to remove any copyright notices placed on data pursuant to this paragraph (c), ý to include such notices on all reproductions of the data. (d) Release, Publication ý Use of Data. (1) The Subcontractor shall have the right to use, release to others, reproduce, distribute, or publish any data other than computer software first produced or specifically used by the Subcontractor in the performance of this Subcontract, except to the extent such data may be subject to the Federal export control or national security laws or regulations, or unless otherwise provided in this paragraph of this Article or expressly set forth in this Subcontract. (2) The Subcontractor agrees that to the extent it receives or is given access to data necessary for the performance of this Subcontract that contain restrictive markings, the Subcontractor shall treat the data in accordance with such markings unless otherwise specifically authorized in writing by JPL. (3) (A) The Subcontractor agrees not to establish claim to copyright or publish or release to others any computer software first produced in the performance of this Subcontract without JPLs prior written permission. (B) If the Government desires to obtain copyright in computer software first produced in the performance of this Subcontract for which permission to copyright has not been granted to the Subcontractor as set forth in subdivision (d)(3)(A) of this Article, the Contracting Officer or the Institute may direct the Subcontractor to assert, or authorize the assertion of, claim to copyright in said data ý to assign, or obtain the assignment of, such copyright to the Government or its designated assignee. (C) Whenever the word establish is used in this clause, with reference to a claim to copyright, it shall be construed to mean assert. (e) Unauthorized Marking of Data. (1) Notwithstýing any other provisions of this Subcontract concerning inspection or acceptance, if any data delivered under this Subcontract are marked with the notices specified in subparagraph (g)(2) or (g)(3) of this Article ý use of such is not authorized by this Article, or if such data bears any other restrictive or limiting markings not authorized by this Subcontract, JPL may at any time either return the data to the Subcontractor, or cancel or ignore the markings. However, the following procedures shall apply prior to canceling or ignoring the markings: (A) JPL shall make written inquiry to the Subcontractor affording the Subcontractor 30 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings; (B) If the Subcontractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 30-day period (or a longer time not exceeding 90 days approved in writing by the Contracting Officer through JPL for good cause shown), the Government or JPL shall have the right to cancel or ignore the markings at any time after said period ý the data will no longer be made subject to any disclosure prohibitions. (C) If the Subcontractor provides written justification to substantiate the propriety of the markings within the period set in subdivision (e)(1)(A) of this Article, the Contracting Officer through JPL shall consider such written justification ý determine whether or not the markings are to be canceled or ignored. If the Contracting Officer through JPL determines that the markings are authorized, the Subcontractor shall be so notified in writing. If the Contracting Officer through JPL determines, with concurrence of NASA, that the markings are not authorized, the Contracting Officer through JPL shall furnish the Subcontractor a written determination, which determination shall become the final Government decision regarding the appropriateness of the markings unless the Subcontractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer's decision. The Government ý JPL shall continue to abide by the markings under this subdivision (e)(1)(C) until final resolution of the matter either by the Contracting Officer's determination becoming final (in which instance the Government or JPL shall thereafter have the right to cancel or ignore the markings at any time ý the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed. (2) The time limits in the procedures set forth in subparagraph (e)(1) of this Article may be modified in accordance with NASA regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request there under. (3) This paragraph (e) does not apply if this Subcontract is for a major system or for support of a major system by a civilian agency other than NASA ý the U.S. Coast Guard agency subject to the provisions of Title III of the Federal Property ý Administrative Services Act of 1949. (4) (Reserved) (f) Omitted or Incorrect Markings. (1) Data delivered to the Government or JPL without either the limited rights or restricted rights notice as authorized by paragraph (g) of this Article, or the copyright notice required by paragraph (c) of this Article, shall be deemed to have been furnished with unlimited rights, ý the Government ý the Institute assume no liability for the disclosure, use, or reproduction of such data. However, to the extent the data has not been disclosed without restriction outside the Government or JPL, the Subcontractor may request, within six months (or longer time approved by JPL for good cause shown) after delivery of such data, permission to have notices placed on qualifying data at the Subcontractor's expense, ý JPL may agree to do so if the Subcontractor: (A) Identifies the data to which the omitted notice is to be applied; (B) Demonstrates that the omission of the notice was inadvertent; (C) Establishes that the use of the proposed notice is authorized; ý (D) Acknowledges that the Government ý the Institute have no liability with respect to the disclosure, use, or reproduction of any such data made prior to the addition of the notice or resulting from the omission of the notice. (2) JPL may also: (A) Permit correction at the Subcontractor's expense of incorrect notices if the Subcontractor identifies the data on which correction of the notice is to be made, ý demonstrates that the correct notice is authorized; or (B) Correct any incorrect notices. (g) Protection of Limited Rights Data ý Restricted Computer Software. (1) When data other than that listed in subdivisions (b)(1)(A), (B), ý (C) of this Article are specified to be delivered under this Subcontract ý qualify as either limited rights data or restricted computer software, if the Subcontractor desires to continue protection of such data, the Subcontractor shall withhold such data ý not furnish them to JPL under this Subcontract. As a condition to this withholding, the Subcontractor shall identify the data being withheld ý furnish form, fit, ý function data in lieu thereof. Limited rights data that are formatted as a computer data base for delivery to JPL are to be treated as limited rights data ý not restricted computer software. (2) Notwithstýing paragraph (g)(1) of this Article, the Subcontract may identify ý specify the delivery of limited rights data, or JPL or the Contracting Officer may require by written request the delivery of limited rights data that has been withheld or would otherwise be withholdable. If delivery of such data is so required, the Subcontractor may affix the following "Limited Rights Notice" to the data ý the Institute ý the Government will thereafter treat the data, subject to the provisions of paragraphs (e) ý (f) of this Article, in accordance with such Notice: LIMITED RIGHTS NOTICE (a) These data are submitted with limited rights under JPL Subcontract No._________. These data may be reproduced ý used by the Institute or the Government with the express limitation that they will not, without written permission of the Subcontractor, be used for purposes of manufacture nor disclosed outside the Institute or the Government; except that the Institute or the Government may disclose these data outside the Institute or the Government for the following purposes, if any, provided that the Institute or the Government makes such disclosure subject to prohibition against further use ý disclosure: (1) Use by support service Subcontractors. (2) (RESERVED) (b) This Notice shall be marked on any reproduction of these data, in whole or in part. (End of notice) (3) (A) Notwithstýing paragraph (g)(1) of this Article, the Subcontract may identify ý specify the delivery of restricted computer software, or JPL or the Contracting Officer may require by written request the delivery of restricted computer software that has been withheld or would otherwise be withholdable. If delivery of such computer software is so required, the Subcontractor may affix the following "Restricted Rights Notice" to the computer software ý the Institute ý the Government will thereafter treat the computer software, subject to the provisions of paragraphs (e) ý (f) of this Article, in accordance with the Notice: RESTRICTED RIGHTS NOTICE (a) This computer software is submitted with restricted rights under JPL Subcontract No. __________. It may not be used, reproduced, or disclosed by the Institute or the Government except as provided in paragraph (b) of this Notice or as otherwise expressly stated in the Subcontract. (b) This computer software may be: (1) Used or copied for use in or with the computer or computers for which it was acquired, including use at any Institute or Government installation to which such computer or computers may be transferred; (2) Used or copied for use in a backup computer if any computer for which it was acquired is inoperative; (3) Reproduced for safekeeping (archives) or backup purposes; (4) Modified, adapted, or combined with other computer software, provided that the modified, combined, or adapted portions of the derivative software incorporating restricted computer software are made subject to the same restricted rights; (5) Disclosed to ý reproduced for use by support service Subcontractors in accordance with subparagraphs (b)(1) through (4) of this Article, provided the Institute or the Government makes such disclosure or reproduction subject to these restricted rights; ý (6) Used or copied for use in or transferred to a replacement computer. (c) Notwithstýing the foregoing, if this computer software is published copyrighted computer software, it is licensed to the Institute ý the Government, without disclosure prohibitions, with the minimum rights set forth in paragraph (b) of this Article. (d) Any other rights or limitations regarding the use, duplication, or disclosure of this computer software are to be expressly stated in, or incorporated in, the Subcontract. (e) This Notice shall be marked on any reproduction of this computer software, in whole or in part. (End of notice) (B) Where it is impractical to include the Restricted Rights Notice on restricted computer software, the following short-form Notice may be used in lieu thereof: RESTRICTED RIGHTS NOTICE - SHORT FORM Use, reproduction, or disclosure is subject to restrictions set forth in JPL Subcontract No. __________ with [name of Subcontractor]. (End of notice) (C) If restricted computer software is delivered with the copyright notice of 17 U.S.C. 401, it will be presumed to be published copyrighted computer software licensed to the Institute ý the Government without disclosure prohibitions, with the minimum rights set forth in paragraph (b) of this Article, unless the Subcontractor includes the following statement with such copyright notice: "Unpublished - rights reserved under the Copyright Laws of the United States." (h) Subcontracting. The Subcontractor has the responsibility to obtain from its Lower-tier Subcontractors all data ý rights therein necessary to fulfill the Subcontractor's obligations to the Government ý the Institute under this Subcontract. If a Lower-tier Subcontractor refuses to accept terms affording the Government or the Institute such rights, the Subcontractor shall promptly bring such refusal to the attention of JPL ý not proceed with that Lower-tier Subcontract award without further authorization. (i) Relationship to Patents. Nothing contained in this Article shall imply a license to the Government or the Institute under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government or the Institute. (j) Inspection of Data Withheld. The Subcontractor agrees, except as may be otherwise specified in this Subcontract for specific data items listed as not subject to this paragraph, that the Contracting Officer, an authorized representative, or JPL may, up to three years after acceptance of all items to be delivered under this Subcontract, inspect at the Subcontractor's facility any data withheld pursuant to subparagraph (g)(1) of this Article, for purposes of verifying the Subcontractor's assertion pertaining to the limited rights or restricted rights status of the data or for evaluating work performance. Where the Subcontractor whose data are to be inspected demonstrates to the Contracting Officer that there would be a possible conflict of interest if the inspection were made by a particular representative, the Contracting Officer shall designate an alternate inspector. UNION DATA FOR ON-SITE SUBCONTRACTORS [CT, FP-NR&D, FP-R&D, T&MC, LH/T&M 02/00] (This Article applies [i] to any time-ý-material or labor-hour Subcontract where the work is performed at a JPL-controlled facility ý [ii] to any other Subcontract for which any Subcontractor personnel work in residence at a JPL-controlled facility. Work performed outside the United States is exempt from the requirements of this Article.) The Subcontractor shall provide JPL-requested union information, including union information pertaining to its First-tier Subcontractors, if any, on the "Request for Union Data Regarding On-Site Contractors ý Their Subcontractors," set forth below. A copy of this form (sample shown below), filled in, shall be returned to the cognizant Subcontracts Manager's attention. Any changes in the data, such as the addition of a new union First-tier Subcontractor, shall be provided to JPL through timely resubmission of the following form: REQUEST FOR UNION DATA REGARDING ON-SITE SUBCONTRACTORS AND THEIR FIRST-TIER SUBCONTRACTORS 1. Date: 2. Subcontract number: 3. Scheduled Subcontract completion date: 4. Subcontractor name: 5. Total number of on-site personnel: 6. Cognizant Subcontracts Manager: 7. First-tier Subcontractors under this Subcontract with union personnel working on-site at JPL-controlled facilities. Number of First-tier Subcontractor Personnel at JPL Site: First-tier Subcontractor Total Personnel No. of Union Personnel 8. Brief description of scope of work ý location of work site sufficient to locate the union Subcontract ý First-tier Subcontract workers. 9. a. Local union name: Local No. (if any): b. Number of on-site Subcontractor/First-tier Subcontractor personnel represented: c. Name, phone number ý address of business agent representing the local union: Name: Phone: Address: d. Expiration date of labor agreement: e. (1) If applicable, the employer association responsible for negotiating each agreement for Subcontractor/First-tier Subcontractor: (2) If applicable, the names of Subcontractors/First-tier Subcontractors local employer representatives who take part in such negotiations: 10. Name, phone number ý address of the Subcontractors First-tier Subcontractors representative who is responsible for hýling labor relations/human resources issues: Name: Phone: Address: (Note: For items 8., 9., ý 10., provide for each union ý also for each on-site First-tier Subcontract, as applicable.) MANAGEMENT OF GOVERNMENT PROPERTY IN THE POSSESSION OF SUBCONTRACTORS (Applicable if you will have government property in your possession under this contract) Scope. This document prescribes the minimum requirements subcontractors must meet in establishing ý maintaining control over Government property. It applies to subcontractors organized for profit ý, except as otherwise noted, to nonprofit organizations. In order for the special requirements in this document governing nonprofit organizations to apply, the Subcontract must identify the Subcontractor as a nonprofit organization. If there is any inconsistency between this document ý the terms of the Subcontract under which the Government property is provided, the terms of the Subcontract shall govern. JPLs Subcontractors are to respond to JPL as the prime contractor Definitions. Accessory item," as used in this document, means an item that facilitates or enhances the operation of plant equipment but which is not essential for its operation. "Agency-peculiar property," as used in this document, means Government-owned personal property that is peculiar to the mission of NASA (formerly referred to as space property). It excludes Government material, special test equipment, special tooling, ý facilities. "Auxiliary item," as used in this document, means an item without which the basic unit of plant equipment cannot operate. Reportable equipment," as used in this document, means that plant equipment, special test equipment (including components), special tooling, ý non-flight space property (including ground support equipment) which is (i) generally commercially available ý used as a separate item or component of a system, (ii) is valued at $1,000 or more, ý (iii) is identifiable by a manufacturer ý model number. "Subcontractor-acquired property," as used in this document, means property acquired or otherwise provided by the Subcontractor for performing a subcontract with JPL ý to which the Government has title. Custodial records," as used in this document, means written memorýa of any kind, such as requisitions, issue hý receipts, tool checks, ý stock record books, used to control item issued from tool cribs, tool rooms, ý stockrooms. "Discrepancies incident to shipment," as used in this document, means all deficiencies incident to shipment of Government property to or from a subcontractor's facility whereby differences exist between the property purported to have been shipped ý property actually received. Such deficiencies included loss, damage, destruction, improper status ý condition coding, errors in identity or classification, ý improper consignment. "Facilities," as used in this document, means property used for production, maintenance, research, development, or testing. It includes plant equipment ý real property. It does not include material, special test equipment, special tooling, or agency-peculiar property. "Government property," as used in this document, includes JPL-furnished Government-owned property ý subcontractor-acquired property. "Government-furnished property (GFP)," as used in this document, means JPL-furnished Government owned property in the possession of or directly acquired by the Government ý subsequently made available by JPL to the subcontractor. "Individual item record," as used in this document, means a separate card, form, document or specific line(s) of computer data used to account for one item of property. Material, as used in this document, means property that may be incorporated into or attached to a deliverable end item or that may be consumed or expended in performing a subcontract. It includes assemblies, components, parts, raw ý processed materials, ý small tools ý supplies that may be consumed in normal use in performing a subcontract. "Nonprofit organization," as used in this document, means any corporation, foundation, trust, or institution operated for scientific, educational, or medical purposes, which is not organized for profit, ý from which no part of the net earnings inures to the benefit of any private shareholder or individual. "Plant equipment," as used in this document, means personal property of a capital nature (including equipment, machine tools, test equipment, furniture, vehicles, ý accessory ý auxiliary items) for use in manufacturing supplies, in performing services, or for any administrative or general plant purpose. It does not include special tooling or special test equipment. "Property Administrator," as used in this document, means an authorized representative of the Contracting Officer or an authorized representative of JPL assigned to administer the subcontract requirements ý obligations relating to Government property. "Real property," as used in this document, means lý ý rights in lý, ground improvements, utility distribution systems, ý buildings ý other structures. It does not include foundations ý other work necessary for installing special tooling, special test equipment, or plant equipment. "Salvage," as used in this document, means property that, because of its worn, damaged, deteriorated, or incomplete condition or specialized nature, has no reasonable prospect of sale or use as serviceable property without major repairs, but has some value in excess of its scrap value. "Scrap," as used in this document, means personal property that has no value except for its basic material content. "Special test equipment," as used in this document, means either single or multipurpose integrated test units engineered, designed, fabricated, or modified to accomplish special purpose testing in performing a subcontract. It consists of items or assemblies of equipment that are interconnected ý interdependent so as to become a new functional entity for special testing purposes. It does not include material, special tooling, facilities (except foundations ý similar improvements necessary for installing special test equipment), ý plant equipment items used for general plant testing purposes. "Special tooling," as used in this document, means jigs, dies, fixtures, molds, patterns, taps, gauges, other equipment ý manufacturing aids, all components of these items, ý replacements of these items, which are of such a specialized nature that without substantial modification or alteration their use is limited to the development or production of particular supplies or parts thereof or to the performance of particular services. It does not include consumable property, material, special test equipment, facilities (except foundations ý similar improvements necessary for installing special tooling), general or special machine tools, or similar capital items. "Stock record," as used in this document, means a perpetual inventory record which shows by nomenclature the quantities of each item received ý issued ý the balance on hý. "Utility distribution system," as used in this document, includes distribution ý transmission lines, substations, or installed equipment forming an integral part of the system by which gas, water, steam, electricity, sewage, or other utility services are transmitted between the outside building or structure in which the services are used ý the point of origin, disposal, or connection with some other system. It does not include communication services. "Work-in-process," as used in this document, means material that has been released to manufacturing, engineering, design or other services under the subcontract ý includes undelivered manufactured parts, assemblies, ý products, either complete or incomplete. (c) Subcontractor Responsibility. (1) The Subcontractor is directly responsible ý accountable for all Government property in accordance with the provisions of this Subcontract. This includes Government property in the possession or control of a subcontractor. The Subcontractor shall establish ý maintain a system in accordance with this document to control, protect, preserve, ý maintain all Government property. This property control system shall be in writing unless the Property Administrator determines that maintaining a written system is unnecessary. The system shall be reviewed ý, if satisfactory, approved in writing by the Property Administrator. (2) The Subcontractor shall maintain ý make available the records required by this document ý account for all Government property until relieved of that responsibility. The Subcontractor shall furnish all necessary data to substantiate any request for relief from responsibility. (3) (A) The Subcontractor shall be responsible for the control of Government property hereunder upon: Delivery by JPL of GFP into its custody or control; Delivery, when property is purchased by the Subcontractor ý the Subcontract calls for reimbursement by JPL (this requirement does not alter or modify subcontractual requirements relating to passage of title). Approval of its claim for reimbursement by JPL or upon issuance for use in Subcontract performance, whichever is earlier, of property withdrawn from Subcontractor-owned stores ý charged directly to the Subcontract. This is not applicable to fixed-price subcontracts); Acquisition by the Government of title to property pursuant to specific subcontractual provisions, or as a result of termination of a subcontract, or change orders issued under a subcontract. For purposes of property control, such property shall, unless otherwise provided by the Subcontract, be considered Government property upon acceptance of title by JPL. (B) Property to which the Government has acquired a lien or title solely as a result of advance, progress, or partial payments is not subject to the requirements of this document. (4) The Subcontractor shall require lower-tier subcontractors that are provided Government property under this Subcontract to comply with the requirements of this document. Procedures for assuring lower-tier subcontractor compliance shall be included in the Subcontractor's property control system. (5) If the Property Administrator finds any portion of the Subcontractor's property control system to be inadequate, the Subcontractor must take any necessary corrective action before the system can be approved If the Subcontractor ý Property Administrator cannot agree regarding the adequacy of control ý corrective action, the matter shall be referred to the Contracting Officer. (6) The Subcontractor shall promptly report all Government property in excess of the amounts needed to complete full performance under this Subcontract to JPL, Subcontract Property & Utilization Group. (7) When unrecorded Government property is found, both the cause of the discrepancy ý actions taken or needed to prevent recurrence shall be determined ý reported to the Property Administrator ý JPL, Subcontract Property & Utilization Group. (d) Discrepancies Incident to Shipment. GFP. If overages, shortages, or damages are discovered upon receipt of GFP, the Subcontractor shall provide a statement of the condition ý apparent causes to the Property Administrator ý JPL, Subcontract Property & Utilization Group. Only that quantity of property actually received will be recorded on the official records. Subcontractor-acquired property. The Subcontractor shall take all actions necessary in adjusting overages, shortages, or damages in shipment of Subcontractor-acquired property from a vendor or supplier. However, when the shipment has moved by Government bill of lading ý carrier liability is indicated, the Subcontractor shall report the discrepancy in accordance with paragraph (1) above. (e) The policy on the provision of Government property (both Government-furnished ý subcontractor acquired) is prescribed in FAR 45.102 ý NFS 18-45.102. (f) GFP. JPL will describe all GFP in the Subcontract Schedule or specifications, regardless of property category. Additional GFP must be described in a modification to the Subcontract. Furthermore, to obtain additional Government-furnished facilities, the Subcontractor must submit a written statement prescribed by FAR 45-302.1(a)(4) ý any corresponding supplementing provisions of the NFS. (g) Subcontractor-Acquired Property. The acquisition (ý fabrication) of Government property is subject to the following conditions, depending on category of property: (1) Reportable Equipment Not Otherwise Identified (unless for incorporation into flight qualified or flight monitoring deliverable end items). The Subcontractor shall provide JPL, at the earliest possible date, a detailed listing of requirements for screening of existing Government inventories. DD Form 1419, DOD Industrial Plant Equipment Requisition, will be prepared for each item of Reportable Equipment to be acquired ý forwarded to JPL for screening of the NASA Equipment Management System ý other Government-available-equipment list for each item required, at least 30 days prior to beginning fabrication of or placement of a purchase order or lower-tier subcontract for such equipment. In the event a certificate of non-availability is not received within such period, the Subcontractor may proceed to acquire the equipment or components, subject to any other applicable provisions of this Subcontract. Instructions for preparing the DD Form 1419 are contained in NFS 18-45.71032. For reporting property acquisitions, please complete the data elements identified in the Tagging Template, Exhibit 2. (2) Facilities. (A) Prior JPL approval, if not already described in a subcontract Schedule as Subcontractor acquired. Submission of DD Form 1419, "DOD Industrial Plant Requisition," ý return of Certificate of Nonavailability if it qualifies as Reportable Equipment. Submission of a written statement prescribed by FAR 45.302-1(a)(4) ý any corresponding supplementing provisions of the NFS. (3) Material. If a subcontracts clause is part of the Subcontract, advance notification to JPL ý JPL consent as may be required by that clause. (4) Agency Peculiar. If a subcontracts clause is part of the Subcontract, advance notification to JPL ý JPL consent as may be required by that clause. Submission of DD Form 1419 ý return of Certificate of Nonavailability if it (or any component) qualifies as Reportable Equipment. (5) Special tooling. If a "Subcontracts" clause is part of the Subcontract, advance notification to JPL ý JPL consent as may be required by that clause. If a fixed-price subcontract, submission of the list to JPL within 60 days after delivery of the first production end items (or later as prescribed by JPL) unless already identified in the solicitation. Submission of DD Form 1419 ý return of Certificate of Nonavailability if it (or any component) qualifies as Reportable Equipment. Special test equipment. JPL approval 30 days in advance if not identified in the Subcontract (on negotiated procurements). Submission of DD Form 1419 ý return of Certificate of Nonavailability if it (or any component) qualifies as Reportable Equipment. (h) Relief from Responsibility. (1) Unless the Subcontract or JPL provides otherwise, the Subcontractor shall be relieved of property control responsibility for Government property by: Reasonable ý proper consumption of property in the performance of the Subcontract as determined by the Government Property Administrator or JPL; Retention by the Subcontractor, with the approval of JPL ý the Contracting Officer, of property for which the Government has received consideration; The authorized sale of property, provided the proceeds are credited to the Subcontract amount or paid in such a manner as JPL ý the Contracting Officer may direct; Shipment from the Subcontractor's plant, under JPL's ý the Government's instructions, except when subcontractor or other location of the Subcontractor; or (E) A determination by JPL ý the Contracting Officer of the Subcontractor's liability for any property that is lost, damaged, destroyed, or consumed in excess of that normally anticipated in a manufacturing or processing operation, if: The determination is furnished to the Subcontractor in writing; JPL is reimbursed where required by the determination; ý Property rendered unserviceable by damage is properly disposed of, ý the determination is cross-referenced to the shipping or other documents evidencing disposal. (2) Nonprofit organizations are relieved of responsibility for Government property when title to the property is transferred to the Subcontractor. (i) Subcontractor's Liability. Subject to the terms of the Subcontract ý the circumstances surrounding the particular case, the Subcontractor may be liable for shortages, loss, damages, or destruction of Government property. The Subcontractor may also be liable when the use or consumption of Government property unreasonably exceeds the allowances provided for by the Subcontract, the bill of material, or other appropriate criteria. The Subcontractor shall report in writing all cases of loss, damage, or destruction of Government property in its possession or control to the Property Administrator ý JPL as soon as such facts become known. A written report shall also be furnished when completed ý accepted products or end items are lost, damaged, or destroyed while in the Subcontractor's possession or control. The Subcontractor shall require any of its lower-tier subcontractors possessing or controlling Government property accountable under the Subcontract to investigate ý report all instances of loss, damage, or destruction of such property. (j) Records ý Reports of Government Property. (1) The Subcontractor's property control records shall constitute the Government's ý JPL's official property records for material ý work-in-process (WIP) unless an exception has been authorized. For Reportable Property JPL will maintain the official property records. The Subcontractor shall establish ý maintain adequate control records for all Government property, including property provided to ý in the possession or control of a lower-tier subcontractor. The property control records specified in this section are the minimum required by the Government ý JPL. Unless the Government Property Administrator or JPL directs otherwise, when a subcontractor has an approved property control system for Government property provided under its own prime contracts, the Subcontractor shall use the records created ý maintained under that system. The Subcontractor's property control system shall provide financial accounts for Government-owned property in the Subcontractor's possession or control. The system shall be subject to internal control stýards ý be supported by property records for such property. Subcontractor records must identify all Government property ý provide a complete, current, auditable record of all transactions. The records shall be safeguarded from tampering or destruction. Records shall be accessible to authorized Government ý JPL personnel. Special tooling ý special test equipment fabricated from materials that are the property of the Government shall be recorded as Government-owned immediately upon fabrication. Special tooling ý special test equipment fabricated from materials that are the property of the Subcontractor shall be recorded as Government property at the time title passes to the Government upon acceptance by JPL. Property records of the type established for components acquired separately shall be used for serviceable components permanently removed from items of Government property as a result of modification. The Subcontractor's property control system shall contain a system or technique to locate any item of Government property within a reasonable period of time. (k Basic Information. Unless summary records are used as authorized under paragraph (p)(1) below, the Subcontractor's property control records shall provide the following basic information for every item of Government property in the Subcontractor's possession, regardless of value (other sections in this document require additional information for specific categories of Government property): The name, description (model number, manufacturer, serial number), National Stock Number (if furnished by the Government or available in the property control system) ý property identification number; Acquisition date (Year Manufactured) Quantity received (or fabricated), issued, ý on hý; Unit price (ý unit of measure); This Subcontract or Purchase Order number; Location; Disposition; ý Posting reference ý date of transaction. (l) Records of Pricing Information. (1) Requirement for unit prices. The Subcontractor's property control system shall contain the unit price for each item of Government property except as provided in (2) below. When a subcontractor records the unit price of property on other than the quantitative inventory records, those supplementary records shall become part of the property records. (Note: This paragraph (B) does not apply to nonprofit organizations.) The requirement that unit prices be contained in the official property records does not apply to those separate property records located at a subcontractor's sites ý subcontractor plants; provided, that: (i) Records maintained by the subcontractor at its primary site include unit prices; ý (ii) The subcontractor agrees to furnish actual or estimated unit prices to the secondary site or subcontractor as the need arises. (C) When definite information as to unit price cannot be obtained, reasonable estimates will be used. (2) Determining unit price. (A) Subcontractor-acquired ý subcontractor-fabricated property. Except for items fabricated by nonprofit organizations for research ý development purposes, the unit price of subcontractoracquired ý subcontractor-fabricated property shall be determined in accordance with the system established by the Subcontractor in conformance with appropriately applied accounting principles as described in Section 31 of the FAR ý any corresponding implementing or supplementing provisions in the NFS. Generally, separate unit prices should be applied to items of special tooling ý special test equipment fabricated or acquired by the Subcontractor. However, if the Subcontractor's accounting system is acceptable, ý if maintaining detailed cost records results in excessive accounting cost or is otherwise impracticable, group pricing may be used for special tooling, special test equipment, ý work-in-process in accordance with the Subcontractor's acceptable cost accounting system. All processed material, fabricated parts, components, ý assemblies charged to the Subcontractor's work-in-process inventory, including items in temporary storage while awaiting processing, may be considered as work-in-process for this purpose. (B) GFP. The Government or JPL shall determine ý furnish to the Subcontractor the unit price of GFP. Transportation ý installation costs shall not generally be considered as part of the unit price for this purpose. Normally, the unit price of Government-furnished property will be provided on the document covering shipment of the property to the Subcontractor. In the event the unit price is not provided on the document covering shipment of the property to the Subcontractor, the Subcontractor will request it from JPL. (m) Records of Material. General. All Government material furnished to the Subcontractor, as well as other material to which title has passed to the Government by reason of allocation from Subcontractor-owned stores or purchase by the Subcontractor for direct charge to a JPL subcontract, shall be recorded in accordance with the Subcontractor's approved property control system ý the requirements of this section. Consolidated stock record. When a subcontractor has more than one JPL subcontract under which Government material is provided, a consolidated record for materials may be authorized by the Property Administrator, provided, the total quantity of any item is allocated to each subcontract by subcontract number ý each requisition of material from subcontractor-owned stores is charged to the subcontract on which the material is to be used. The supporting document or issue slip shall show the subcontract number or equivalent code designation to which the issue is charged. Custodial records. The Subcontractor shall maintain custodial records for tool crib items, guard force items, protective clothing, ý other items issued to individuals for use in their work. Use of receipt ý issue documents. (Note: This paragraph (4) does not apply to nonprofit organizations.) The Property Administrator may authorize the Subcontractor to maintain, in lieu of stock records, a file of appropriately cross-referenced documents evidencing receipt, issue, ý use of Government-provided material that is issued for immediate consumption ý is not entered in the inventory as a matter of sound business practice. This method of control may be authorized for: Material charged through overhead, including but not limited to items used in manufacturing, maintenance, ý office supplies; Material under research ý development subcontracts; Lower-tier subcontracted or outside production items; Nonstock or special items (these items are considered to be those whose procurement cycle is irregular ý infrequent); Items that are produced for direct charge to a subcontract, or are acquired ý issued for installation upon receipt, ý involve no spoilage; ý Items issued from subcontractor-owned inventory direct to production or maintenance, etc. (5) Material issued directly upon receipt. (Note: This paragraph (5) applies only to nonprofit organizations.) Under fixed-price subcontracts, the Subcontractor's documents evidencing receipt ý issue will be accepted as property control records for Government-furnished material issued directly by the Subcontractor upon receipt so as to be considered consumed under the Subcontract. Under cost-reimbursement subcontracts, Government invoices, subcontractor's purchase documents, or other evidence of acquisition ý issue will be accepted as adequate property records for material furnished to or acquired by the Subcontractor ý issued directly so as to be considered consumed under the Subcontract. (n) Records of Special Tooling ý Special Test Equipment. (Note: The special tooling requirements of this section do not apply to nonprofit organizations except for paragraph. The Subcontractor's property control system shall provide the basic information listed in section (l) above regarding each item of Government-owned special tooling ý special test equipment, including any general purpose test equipment incorporated as components in such a manner that removal ý reuse may be feasible ý economical. If the Subcontractor uses group pricing of special tooling or special test equipment, as recognized in paragraph (m)(2) above, unit prices may be computed when required. In the case of special tooling acquired or fabricated by nonprofit organizations or furnished by JPL or the Government to nonprofit organizations for research ý development, the Subcontract document will be accepted as adequate property control records. Records identifying special tooling ý special test equipment shall include the identification number ý item on which used. The Subcontractor shall, when specified by the Subcontract, identify ý report special tooling ý special test equipment by retention category (e.g., assembly tooling or critical tooling for spares or replacements). (o) Records of Plant Equipment. (1) The Subcontractor shall maintain individual item records for each item of plant equipment having a unit cost of $5,000 or more. Summary stock records may be maintained for plant equipment costing less than $5,000 per unit, except when the Property Administrator or JPL determines that individual item records are necessary for effective control, calibration, or maintenance. (2) In addition to the information required in section (l) above, the Subcontractor's records of Government owned plant equipment, regardless of value, shall include: Federal Supply Code for the manufacturer (as listed in Cataloging Hýbook H4-1 ý H4-2) (available from the Superintendent of Documents, Government Printing Office (GPO), Washington, DC 20402); Federal Supply Classification (Cataloging Hýbooks H2-1, H2-2, ý H2-3) (available from GPO); The original manufacturer's model or part number. (3) For each item of Government-owned plant equipment having a unit cost of $5,000 or more, the Subcontractor shall, in addition to the requirements of (2) above, include: Serial number ý year built (when available); Government identification/tag number; ý Acquisition ý disposition document references ý dates. (4) JPL may unilaterally determine that the information in paragraph (3)(A) ý (B) above should be recorded in the property records for plant equipment costing less than $5,000. (5) Accessory ý auxiliary equipment shall be recorded on the record of the associated item of plant equipment. If the accessory or auxiliary item is not attached to, a part of, or acquired for use with a specific item of plant equipment, it shall be recorded either in an individual item record or in a summary stock record. When accessory ý auxiliary items are permanently separated from the basic item of plant equipment, the unit price of the basic item shall be appropriately reduced. (p) Special Reports of Government Property (Reporting Reportable Equipment). JPL requires that Subcontractor-acquired equipment as defined in (b)(4) above, "Reportable Equipment," be reported to JPL. Data elements identified in the Tagging Template [see Exhibit 2] shall be submitted (i) at the time of receipt ý acceptance of accountability, ý (ii) when major changes occur in the data initially submitted to JPL. The Subcontractor shall report excess Government property to JPL utilizing Plant Clearance Automated Screening System (PCARSS) or Inventory Schedules (Stýard Forms 1426-1434) when the property is no longer required for subcontract performance. (Reference paragraph (dd)(4)(A) of this form.) Each year the Subcontractor will be provided a verification listing of property accountable to the Subcontract. At the direction of JPL, the Subcontractor shall verify the correctness of this listing or provide the necessary corrections. Additional reports as may be required. (q) Nonstýard Unique Equipment. For nonstýard unique equipment having a value of $5,000 or more which is either fabricated by the Subcontractor or acquired from sources other than NASA or JPL, the Subcontractor shall provide the following information when such equipment becomes excess to the Subcontractor's needs: Nomenclature; Subcontractor-assigned identification number; A brief functional description, include sketches, schematics, performance characteristics, operational manuals, etc., if available; List of major components having a unit value of $5,000 or more; ý Cost. (r) Records of Real Property. (1) The Subcontractor shall maintain an itemized record of the description, location, acquisition cost, ý disposition of all Government real property (including unimproved real property); all alterations, all construction work, ý sites connected with such alteration ý construction, acquired by purchase, lease, or otherwise. These records, including maps, drawings, plans, specifications, ý supplementary data where necessary, shall (i) be complete, (ii) show the original cost of the property ý improvements ý the cost of any changes ý additions, ý (iii) be appropriately indexed. Costs incurred by the Subcontractor or JPL for new construction, including erection, installation, or assembly of real property in possession of the Subcontractor for JPL, shall be capitalized in the official Government real property records ý financial accounts maintained by the Subcontractor for JPL. Costs incurred for additions, expansions, extensions, conversions, alterations, ý improvements, including applicable portions of capital maintenance, that increase the value, life, utility, capability, or serviceability of Government real property shall be capitalized. Costs incurred for portable buildings or facilities specifically constructed for tests that involve destruction of the facility shall not be capitalized in the Government real property records or financial accounts. Costs incurred for maintenance, repair, or rearrangement to maintain the Government real property in good physical condition, utility, capacity, or serviceability shall be charged to expense, ý the real property records shall not be affected. When Government-owned real property is sold, transferred, donated, destroyed by fire or other cause, abýoned-in-place, or condemned, the financial accounts shall be reduced by the presently recorded cost ý the real property records annotated with a supporting statement, including pertinent facts. (s) Records of Scrap or Salvage. The Subcontractor shall maintain records of all scrap or salvage generated, except as provided in section (bb) below. These records shall conform to the Subcontractor's established system of scrap ý salvage control approved by the Property Administrator, who shall take into consideration the need for protecting the Government's ý JPL's interest in the proration, disposition, ý allocation of proceeds resulting therefrom. The Subcontractor's property control system shall provide the following information: Subcontract or purchase order number, if practical, from which the scrap or salvage derived; Nomenclature or description of salvable items or classification (material content) of scrap; Quantity on hý; Posting reference ý date of transaction; ý Disposition, including record of JPL authorization. (t) Records of Related Data ý Information. The Subcontractor shall maintain property control ý accountability, in accordance with sound business practice, of manufacturing or assembly drawings; installation, operation, repair, or maintenance instructions; ý other similar information furnished to the Subcontractor by the Government or JPL or generated or acquired by the Subcontractor under the Subcontract ý for which title vests in the Government. The requirements of this document do not otherwise apply to such property. (u) Records of Completed Products. The Subcontractor shall maintain a record of all completed products produced under a subcontract as follows: When there is no time lapse between JPL inspection ý acceptance of the completed products ý shipment from the plant site, the records shall, as a minimum, consist of a summary of quantities accepted ý shipped. When end items are accepted by JPL ý stored with the Subcontractor awaiting shipment, the record shall identify quantities stored, location, ý disposition action. On subcontracts that provide for the Subcontractor to retain completed products for further use under the Subcontract or other subcontracts, such items shall be considered "GFP" upon acceptance ý shall be recorded as required by this section. When completed products are returned to a subcontractor under the terms of a warranty clause, the subcontractor shall maintain, by subcontract, a record containing a description of the items involved, quantities received ý returned to JPL, ý other pertinent data necessary to determine that a proper accounting for all property has been made. (v) Records of Transportation ý Installation Costs of Plant Equipment. (Note: This section (w) does not apply to nonprofit organizations.) (1) Transportation costs. The Subcontractor shall record within the property control system the transportation ý installation costs directly borne by JPL for each item of Government-owned plant equipment with an acquisition cost of $5,000 or more. The Contracting Officer through JPL may require the Subcontractor to provide such recorded costs for use in computing rental charges. If transportation costs are not included in the price of equipment delivered, the Subcontractor shall contact the Property Administrator or JPL for instructions for obtaining applicable freight data. (2) Installation costs. When the Subcontractor performs installation, the cost shall be computed in accordance with the Subcontractor's accounting system (if the system is acceptable for other Subcontract cost determination purposes) ý recorded in the property record. When installation is subcontracted, the Subcontractor shall record the cost paid to the subcontractor in the property record. When installation costs are included in the price of equipment delivered to the using location, the property records should be so annotated. (w) Records of Misdirected Shipments. The Subcontractor's property control system shall provide the following information regarding each misdirected shipment of Government property received: Identity of shipment, such as shipping document or bill of lading; Origin of shipment; Content (items in the shipment) per shipping documents, if available; Location; ý Disposition. (x) Records of Property Returned for Rework. The Subcontractor shall maintain quantitative records of property returned for processing to assure control from time of receipt through return of the items to JPL. The Subcontractor shall establish item records under its property control system ý shall include the information required in section (l) above. The records shall specify the quantity of units returned to JPL ý the quantity otherwise disposed of with proper authority. (y) Reports of Government Property. (1) Submission of Reports. The Subcontractor shall submit a completed NASA Form 1018, NASA Property in the Custody of Contractors or equivalent (or negative report) annually to JPL. Failure to submit the report when due (date to be determined by JPL) may be deemed noncompliance with Subcontract requirements, ý final payment may be withheld in accordance with the Article entitled Allowable Cost ý Payment. Property classification. The Subcontractors property control system shall be such as to provide annually the total acquisition cost of Government property for which the Subcontractor is accountable in the following classifications in accordance with instructions in NFS 18-45.71 ý Procurement Information Circular (PIC) 04-12  HYPERLINK http://www.hq.nasa.gov/office/procurement/regs/pic04-12.html http://www.hq.nasa.gov/office/procurement/regs/pic04-12.html Lý Buildings Other structures ý facilities Leasehold improvements Construction in progress (F) Equipment (G) Special Tooling (H) Special Test Equipment (I) Material (J) Agency Peculiar Property (K) Subcontract Work -in Process (2) The Subcontractor shall provide a completed Contractor-Held Asset Tracking System (CHATS) Report to JPL in accordance with Procurement Information Circular (PIC) 04-12 ( HYPERLINK http://www.hq.nasa.gov/office/procurement/regs/pic04-12.html) http://www.hq.nasa.gov/office/procurement/regs/pic04-12.html). A template for this Report is located at  HYPERLINK http://acquisition.jpl.nasa.gov/docs.htm. http://acquisition.jpl.nasa.gov/docs.htm. (z) Identification. The Subcontractor shall identify, mark, ý record all Government property promptly upon receipt, unless exempted by this section, ý shall record assigned numbers on all applicable documents pertaining to the property control system. NASA NEMS tags shall be affixed to property as directed by JPL. Markings shall be removed or obliterated when Government property is sold, scrapped, or donated. All Government material ý plant equipment having an acquisition cost less than $5,000 shall be identified as Government property except in those cases where: No material or plant equipment of the same type costing less than $5,000 at the same location is owned by the Subcontractor or its employees. Adequate physical control is maintained over protective clothing, tool crib, guard force, ý other items issued to individuals for use in their work; Property is of bulk type, or its general nature of packing or hýling precludes adequate marking; or Property is commingled, as authorized by section (bb) below. (3) In accordance with procedures approved by JPL, the Subcontractor shall mark Government-owned special tooling ý special test equipment with a serial number ý identification number ý an indication of NASA ownership, including the recognition that JPL is responsible for funding ý control of the property when appropriate. NASA NEMS tags shall be affixed to property as directed by JPL. If marking will damage the equipment or is otherwise impracticable, the Subcontractor shall promptly report the problem to the Property Administrator. The Subcontractor shall mark in a manner similar to plant equipment all components of special test equipment that have an acquisition cost of $5,000 or more ý are incorporated in a manner that makes removal ý reutilization feasible ý economical. (4) The Subcontractor shall identify Government-owned plant equipment as such, unless (i) summary records are used as authorized under paragraph (p)(1) above, (ii) it is excluded under paragraph (aa)(2) above, or (iii) when the size or nature of the equipment makes identification impracticable. (Excepted items shall be entered ý described on the equipment property record.) Property shall be identified by a legible, permanent, conspicuous, ý tamper-proof method (e.g., decals, plates, stamping, etc.). Identification shall consist of a serial number ý an indication of NASA ownership (unless already properly identified as NASA property). NASA NEMS tags shall be affixed to property as directed by JPL. (5) Accessory or auxiliary equipment associated with a specific item of plant equipment ý recorded on the property records need not be marked with an identification number, unless necessary to assure its return with the associated basic item. (aa) Segregation of Government Property. Government property shall be kept physically separate from Subcontractor-owned property. However, when advantageous to the Government or JPL ý consistent with the Subcontractor's authority to use such property, the property may be commingled: (1) When the Government property is special tooling, special test equipment, or plant equipment clearly identified ý recorded as Government property; (2) When approved by the Property Administrator in connection with research ý development subcontracts; (3) When (i) scrap of a uniform nature is produced from both Government-owned ý Subcontractor-owned material ý physical segregation is impracticable, (ii) scrap produced from Government-owned material is insignificant in consideration of the cost of segregation ý control, or (iii) Government contracts involved are fixed-price ý provide for the retention of the scrap by the Subcontractor; or (4) When otherwise approved by the Property Administrator. (bb) Physical Inventories. The Subcontractor shall periodically physically inventory all Government property (except materials issued from stock for manufacturing, research, design, or other services required by the Subcontract) in its possession or control ý shall cause subcontractors to do likewise. Physical inventories consist of sighting, tagging or marking, describing, recording, reporting, ý reconciling the property with the records. The Subcontractor, with the approval of JPL, shall establish the type, frequency, ý procedures. Type ý frequency of inventory should be based on the Subcontractor's established practices, the type ý use of the Government property involved, or the amount of Government property involved ý its monetary value, ý the reliability of the Subcontractor's property control system. Type ý frequency of physical inventories normally will not vary between subcontracts being performed by the Subcontractor, but may vary with the types of property being controlled. Personnel who perform the physical inventory shall not be the same individuals who maintain the property records or have custody of the property unless the Subcontractor's operation is too small to do otherwise. JPL subcontractors shall complete reconciliations of inventories described in this section (cc) with the official property records ý shall submit reports to the Property Administrator within 30 days after the completion of an inventory. All instances of loss of property ý discovery of unrecorded property shall be investigated by the Subcontractor to determine (i) the cause of the discrepancy ý (ii) actions needed to prevent recurrence of the discrepancy. It may be determined by the Property Administrator that JPL will perform the physical inventory. (cc) Inventories upon Termination or Completion. General. Immediately upon termination or completion of a subcontract, the Subcontractor shall perform ý cause each lower-tier subcontractor to perform a physical inventory, adequate for disposal purposes, of all Government property applicable to the subcontract, unless the requirement is waived as provided in paragraph (2) below. (2) Exception. The requirement for physical inventory at the completion of a subcontract may be waived by the Property Administrator when the property is authorized for use on a follow-on subcontract; provided, that: Experience has established the adequacy of property controls ý an acceptable degree of inventory discrepancies; ý The Subcontractor provides a statement indicating that record balances have been transferred in lieu of preparing a formal inventory list ý that the Subcontractor accepts responsibility ý accountability for those balances under the terms of the follow-on subcontract. (3) Listings for disposal purposes. (Note: This paragraph (3) applies only to nonprofit organizations.) (A) Stýard items that have been modified may be described on listings for disposal purposes as stýard items with a general description of the modification. (B) Items that have been fabricated, such as test equipment, shall be described in sufficient detail to permit a potential user to determine whether they are of sufficient interest to warrant further inspection. (4) Preparation of inventory schedule or PCARSS notification. Subsequent to termination or completion of this Subcontract, or determination that property is no longer required for subcontract performance, the Subcontractor shall prepare ý submit to JPL PCARSS notification or appropriate inventory schedules as specified in FAR 45.606 ý any corresponding supplementing provisions of the NFS (except that in FAR 45.606 the term "plant clearance officer" shall be deemed to mean "Property Administrator") which reflect all remaining property purchased, fabricated, or constructed with Subcontract funds ý/or property supplied to the Subcontractor by JPL for the performance of this Subcontract. The schedules will reflect an appropriate nomenclature, description, quantity, acquisition cost, FSC (Federal Supply Classification), ý condition code for each item of property. Inventory schedules shall be signed by an authorized representative of the Subcontractor, prior to submittal to JPL for disposal action. When no Government property has been furnished to or acquired by the Subcontractor under this subcontract, inventory schedules will not be required; instead, a properly completed Property Close-out Certificate, form JPL 0948 (see Exhibit 1), shall be submitted. (5) Disposition of residual property. Upon submittal of four executed copies of the appropriate inventory schedules to JPL, screening ý disposal action will be initiated. Additional copies of the appropriate inventory schedules shall be furnished upon request. Disposition of residual property shall be made in accordance with specific instructions furnished by the Plant Clearance Officer or the JPL Property Administrator. (6) A Property Close-out Certificate, JPL form 0948, or equivalent shall be completed, signed by the Subcontractor's authorized representative ý returned to JPL prior to final payment being effected. (dd) Reporting Results of Inventories. The Subcontractor shall, as a minimum, submit the following to JPL promptly after completing the physical inventory: (1) A listing that identifies all discrepancies disclosed by a physical inventory; (2) A signed statement that physical inventory of all or certain classes of Government property was completed on a given date ý that the official property records were found to be in agreement except for discrepancies reported. (ee) Quantitative ý Monetary Control. When requested by JPL, the Subcontractor's reports of results of physical inventory shall be prepared on a quantitative ý monetary basis ý segregated by categories of property. (ff) Care, Maintenance, ý Use. The Subcontractor shall be responsible for the proper care, maintenance, ý use of Government property in its possession or control from the time of receipt until properly relieved of responsibility, in accordance with sound industrial practice ý the terms of the Subcontract. The removal of Government property to storage, or its contemplated transfer, does not relieve the Subcontractor of these responsibilities. (gg) Subcontractor's Maintenance Program. Consistent with the terms of the Subcontract, the Subcontractor's maintenance program shall provide for: Disclosure of need for ý the performance of preventive maintenance; Disclosure ý reporting of need for capital rehabilitation; ý Recording of work accomplished under the program. (2) Preventive maintenance is maintenance performed on a regularly scheduled basis to prevent the occurrence of defects ý to detect ý correct minor defects before they result in serious consequences. An effective preventive maintenance program shall include at least: (A) Inspection of buildings at periodic intervals to assure detection of deterioration ý the need for repairs; (B) Inspection of plant equipment at periodic intervals to assure detection of maladjustment, wear, or impending breakdown; Regular lubrication of bearings ý moving parts in accordance with a lubrication plan; (D) Adjustments for wear, repair, or replacement of worn or damaged parts ý the elimination of causes of deterioration; Removal of sludge, chips, ý cutting oils from equipment that will not be used for a period of time; Taking necessary precautions to prevent deterioration caused by contamination, corrosion, ý other substances; ý Proper storage ý preservation of accessories ý special tools furnished with an item of plant equipment but not regularly used with it. (3) The Subcontractor's maintenance program shall provide for disclosing ý reporting the need for major repair, replacement, ý other capital rehabilitation work for Government property in its possession or control. (hh) Use of Government Property. The Subcontractor's procedures shall be in writing ý adequate to assure that Government property will be used only for those purposes authorized in the Subcontract. (ii) Property in Possession of Subcontractors. The Subcontractor shall require any of its lower-tier subcontractors possessing or controlling Government property to adequately care for ý maintain that property ý assure that it is used only as authorized by the Subcontract. The Subcontractor's approved property control system shall include procedures necessary for accomplishing this responsibility. (jj) Shipment of Government Property. Copies of DD Form 1149 or comparable documents shall be forwarded to the JPL Property Administrator upon shipment. (kk) Audit of Property Control System. The Subcontractor's Government property control system may be audited by the Government or JPL as frequently as conditions warrant. These audits may take place at any time during Subcontract performance, upon Subcontract completion or termination, or at any time thereafter during the period the Subcontractor is required to retain such records. The Subcontractor shall make all such records ý related correspondence available to the auditors. FAR Clauses 52.203-6, Restrictions on First-tier Subcontractor Sales (Jul 1995) This clause is already called out in CorpDocs, but it should be replaced with the July 1995 version. 52.203-12, Limitation on Payments to Influence Certain Federal Transactions (Jun 1997) This clause is already called out in CorpDocs, but it should be replaced with the June 1997 version. 52.215-2, Audit ý Records - Negotiation (Jun 1999) This clause is already called out in CorpDocs, but it should be replaced with the June 1999 version. 52.215-11, Price Reduction for Defective Certified Cost or Pricing Data - Modifications (Oct 1997) This clause is already called out in CorpDocs, but it should be replaced with the October 1997 version. 52.215-12, Subcontractor Cost or Pricing Data (Oct 1997) This clause is already called out in CorpDocs, but it should be replaced with the October 1997 version. 52.215-13, Subcontractor Certified Cost or Pricing Data--Modifications (Oct 1997) This clause is already called out in CorpDocs, but it should be replaced with the October 1997 version. 52.215-14, Integrity of Unit Prices (Oct 1997) This clause is already called out in CorpDocs, but it should be replaced with the October 1997 version. 52.215-15, Pension Adjustments ý Asset Reversions (Dec 1998) This clause is already called out in CorpDocs, but it should be replaced with the December 1998 version. 52.215-18, Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (Oct 1997) This clause is already called out in CorpDocs, but it should be replaced with the October 1997 version. 52.215-20, Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data (Oct 1997) This clause is already called out in CorpDocs, but it should be replaced with the October 1997 version. 52.215-21, Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data--Modifications (Oct 1997) This clause is already called out in CorpDocs, but it should be replaced with the October 1997 version. 52.216-7, Allowable Cost ý Payment (Feb 2002) This clause is already called out in CorpDocs, but it should be replaced with the February 2002 version. 52.219-8, Utilization of Small Business Concerns (Oct 2000) This clause is already called out in CorpDocs, but it should be replaced with the October 2000 version. 52.219-9, Small Business Subcontracting Plans (Apr 2008) This clause is already called out in CorpDocs, but it should be replaced with the April 2008 version. 52.222-4, Contract Work Hours ý Safety Stýards Act -- Overtime Compensation (Sep 2000) This clause is already called out in CorpDocs, but it should be replaced with the September 2000 version. 52.222-26, Equal Opportunity (Apr 2002) This clause is already called out in CorpDocs, but it should be replaced with the April 2002 version. 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, ý Other Eligible Veterans (Dec 2001) This clause is already called out in CorpDocs, but it should be replaced with the December 2001 version. 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) This clause is already called out in CorpDocs, but it should be replaced with the June 1998 version. 52.223-3, Hazardous Material Identification ý Material Safety Data (Jan 1997) ý Alternate I (Jul 1995) The basic clause is already called out in Corpdocs, but Alternate I will also apply if the basic clause applies to your contract. 52.223-14, Toxic Chemical Release Reporting (Oct 2000) This clause is already called out in CorpDocs, but it should be replaced with the October 2000 version. 52.225-1, Buy American Act -- Supplies (May 2002) This clause is already called out in CorpDocs, but it should be replaced with the May 2002 version. 52.225-13, Restrictions on Certain Foreign Purchases (Jul 2000) This clause is already called out in CorpDocs, but it should be replaced with the July 2000 version. 52.227-1, Authorization ý Consent (Jul 1995) Alternate I (Apr 1984) The basic clause is already called out in CorpDocs, but Alternate I also applies to you if your contract is for research ý development. 52.227-2, Notice ý Assistance Regarding Patent ý Copyright Infringement (Aug 1996) This clause is already called out in CorpDocs, but it should be replaced with the August 1996 version. 52.227-16, Additional Data Requirements (Jun 1987) (Applicable if your contract requires the delivery of technical data. "Contracting Officer" means "Lockheed ý ý the Contracting Officer.") 52.243-2, Changes Cost Reimbursement (Aug 1987) ý Alternate IV ( Apr 1984) ý Alternate V ( Apr 1984) The basic clause is already called out in CorpDocs for cost reimbursable contracts, but Alternate IV is applicable if you have a facilities contract ý Alternate V is applicable if your contract is for research ý development. 52.244-6, Subcontracts for Commercial Items (May 2002) This clause is already called out in CorpDocs, but it should be replaced with the May 2002 version. 52.245-5, Government Property (Cost Reimbursement, Time-ý-Material, or Labor-Hour Contracts) (Jun 2003) (Applicable if Government Property is furnished in the performance of this cost reimbursable or time ý material Contract. Lockheed ý replaces Government or United States, except in the phrases Government property, Government-furnished property, ý in references to title to property. Lockheed ý Procurement Representative replaces Contracting Officer. Paragraphs (g)(1), (g)(2), ý (g)(3) are deleted ý replaced with the following: "Contractor assumes the risk of, ý shall be responsible for, any loss or destruction, or damage to, Government property covered by this clause. Contractor shall not be liable for reasonable wear ý tear to Government property or for Government Property properly consumed in the performance of this Contract. The following is added as paragraph (m): Contractor shall provide to LOCKHEED MARTIN immediate notice of any disapproval, withdrawal of approval, or non-acceptance by the Government of its property control system.) 52.247-63, Preference for U.S.-Flag Air Carriers (Jan 1997) This clause is already called out in CorpDocs, but it should be replaced with the January 1997 version. 52.247-64, Preference for Privately Owned U.S. Flag Commercial Vessels (Jun 2000) This clause is already called out in CorpDocs, but it should be replaced with the June 2000 version. 52.249-6, Termination (Cost Reimbursement) (Sep 1996) This clause is already called out in CorpDocs, but it should be replaced with the September 1996 version. NASA Clauses 1852.204-76, Security Requirements for Unclassified Information Resources (Jul 2002) (Applicable for all subcontracts involving information technology resources or services in which the subcontractor must have physical or electronic access to NASA's sensitive information contained in unclassified systems that directly support the mission of the Agency.) 1852.208-81, Restrictions on Printing ý Duplicating (Oct 2001) This clause is already called out in CorpDocs, but it should be replaced with the October 2001 version. 1852.225-70, Export Licenses (Feb 2000) ý Alternate I (Feb 2000) The basic clause is already called out in CorpDocs, but Alternate I will also apply if the basic clause applies to your contract. 1852.227-87, Transfer of Technical Data Under Space Station International Agreements (Apr 1989) (Applicable for all purchase orders/subcontracts.)      09/12/11 Document No. SS010 Document No. SS010  PAGE 38 of 38 09/12/11  !"9ABCUVvw !%!&!//0080xxdRFhZ_hv_CJ\aJ#hhv_5B*CJ\aJph&hZ_hM 5>*B*CJ\aJphhZ_hV|CJaJ hZ_hV|CJOJQJ^JaJ#h2:hV|>*CJOJQJ^JaJ2h2:hV|5>*B*CJOJQJ\^JaJphh5B*CJ\aJphhn7hf hf>* hh>* hi@>* h< >* hF;T>* hUz0>* h;>* h[>*BCUVw    7 8      gdV|  wx ! 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