Revised: 19 January 2005




33. Lockheed Martin Material Management Center, Palmdale, California, "Contract Terms and Conditions", form BASTC, is modified as follows:

(a) Clause 13. "RESPONSIBILITY FOR PROPERTY": Add the following as subparagraph (e) at the end of this clause: "(e) FAR 52.245-2 is incorporated by reference as though fully set forth herein."

(b) Clause 18. "DEFAULT" is deleted in its entirety and FAR 52.249-8 is incorporated by reference as though fully set forth herein.

(c) Clause 19. "TERMINATION FOR CONVENIENCE" is deleted in its entirety and FAR 52.249-2 is incorporated by reference as though fully set forth herein.

(d) Clause 22. "GRATUITIES/KICKBACKS": Add the following paragraph at the end of this clause: "By accepting this Contract, Seller certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of FAR 52.203-7 or the Anti-Kickback Act of 1986 (41 USC 51-58), both of which are incorporated herein by reference as though fully set forth herein."

(e) Clause 29. "DISPUTES": Between the first and second sentence, add the following: "Any provision or clause in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, Boards of Contracts Appeals, and quasi-judicial agencies of the federal Government."

At the end of the first paragraph, add the following paragraph: "Any provision in the FAR clauses specified in this Contract referring to a "Disputes Clause", or which provide that a failure to agree shall be a dispute within the meaning of the FAR clause entitled "Disputes"", shall not apply and shall be of no force or effect."

34. Add the following additional clauses:

(a) APPLICABLE LAWS: Seller agrees to comply with all applicable laws, orders, rules, regulations, and ordinances. If the Government reduces Buyer’s contract, or if a fine or penalty is assessed by a government agency, as a result of any violation of Public Law or federal, state, or local regulation by Seller or Seller’s subcontractors or lower-tier subcontractors, Buyer may reduce the amount of this Contract by the same amount. If Buyer has already paid Seller, Seller shall, upon demand from Buyer, promptly repay to Buyer the amount of the offset. Exercise of Buyer’s right under this clause shall not be a waiver of any rights Buyer has under any other clause or provision of this Contract."

(b) CONTRACT DIRECTION: (i) Buyer, through its Contracts Department, shall be solely responsible for all liaison and coordination with the Buyer’s customer, including the U.S. Government, as it affects the applicable prime contract, this contract, and any related contract. Seller shall be responsible for immediately notifying the Buyer by telephone or electronic message should the prime contracting agency or anyone other than the Seller’s suppliers communicate in any manner directly with Seller regarding performance of this Contract. All such communications shall be referred to the Buyer.

(ii) Unless otherwise directed in writing by the Buyer’s Authorized Representative, all documentation requiring submittal to, or action by, the Government or the Contracting Officer shall be routed to, or through, the Buyer’s Authorized Representative.

(c) PRIORITY RATING: If so identified, this Contract is a "rated order" certified for national defense use, and the Seller shall follow all the requirements of the Defense Priorities and Allocation System Regulation (15. C.F.R. Part 700).

35. CERTIFICATIONS AND REPRESENTATIONS: This clause contains certifications and representations that are material representations of fact upon which Buyer will rely in making awards to Seller. By submitting its written offer, or providing oral offers/quotations at the request of Buyer, or accepting any Contract, including verbal orders from a Buyer Authorized Representative, Seller represents and certifies as set forth below in this clause. Seller shall immediately notify Buyer of any change of status with regard to these certifications.

I. Equal Employment Opportunity Certifications:

(a) 52.222-21 Certification of Nonsegregated Facilities. (Applicable to solicitations and purchase orders exceeding $10,000 which are not exempt from the requirements of the Equal Opportunity clause, FAR 52.222-26). (i) "Segregated facilities" as used in this provision, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin because of habit, local customer, or otherwise. (ii) Seller certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. Seller agrees that a breach of this certification is a violation of the Equal Opportunity clause in the contract. (iii) Seller further agrees that (except where it has obtained identical certifications from proposed lower-tier subcontractors for specific time periods) Seller will: (a) obtain identical certifications from proposed lower-tier subcontractors before the award of subcontracts under which the subcontractor will be subject to the Equal Opportunity clause; (b) retain the certifications in the files; and (c) forward the following notice to the proposed lower-tier subcontractors (except if the proposed subcontractors have submitted identical certifications for specific time periods): NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF NONSEGREGATED FACILITIES. A certification of Nonsegregated Facilities must be submitted before the award of a lower-tier subcontract under which the subcontractor will be subject to the Equal Opportunity clause. The certification may be submitted either for each subcontractor or for all subcontracts during a period (i.e., quarterly, semiannually, or annually). NOTE: The penalty for making false statements in offers is prescribed in 18 U.D.C. 1001.

(b) 52.222-22 Previous Contracts and Compliance Reports. Seller represents that, if Seller has participated in a previous contract or subcontract subject either to the Equal Opportunity clause (FAR 52.222-26) of this solicitation, the clause originally contained in Section 310 of Executive Order No. 10925, or the clause contained in Section 201 of Executive Order No. 11114, that Seller has (i) filed all required compliance reports and (ii) that representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards

(c) 52.222-25 Affirmative Action Compliance. (Applicable if (i) the Seller has 50 or more employees, (ii) is not exempt from the requirements of the Equal Opportunity clause (FAR 52.222-26) and (iii) the value of the Contract exceeds $50,000.) Seller represents: (i) that it has developed and has on file at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (ii) that in the event such program does not presently exist Seller will develop and place in operation such a written Affirmative Action Compliance Program within 120 days from the award of this Contract. (iv) Seller shall include this clause in any lower-tier order of $50,000 or more if the lower-tier supplier has 50 or more employees and is not exempt from the requirements of the Equal Opportunity clause (FAR 52.222-26).

II. 52.203-11 Certification and Disclosure Regarding Payment to Influence Certain Federal Transactions (Applicable to solicitations/Contracts/purchase orders that exceed $100,000).

(a) The definitions and prohibitions contained in the clause, at FAR 52.203-12, Limitation on Payments to Influence Certain Federal Transactions, included in this solicitation or Contract are hereby incorporated by reference in paragraph (b) of this certification.

(b) Seller, by signing his or her offer or by acceptance of this Contract, hereby certifies to the best of his or her knowledge and belief that on or after December 23, 1989,

(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person, for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this solicitation or Contract, Seller shall complete and submit, with its offer, OMB standard from LLL, Disclosure of Lobbying Activities, to Buyer; and

(3) He or she will include the language of this certification in all lower tier subcontracts awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly.

(c) Submission of this certification and disclosure is a prerequisite for making or entering into this Contract imposed by section 1352, Title 31, United States Code. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000 nor more than $100,000 for each such failure.

III. FAR 52.209-6 Certification Regarding Debarment, Suspension, Proposed Debarment, And Other Responsibility Matters. (Applicable to solicitations/Contracts/purchase orders in excess of $25,000).

(a)(1) Seller certifies, to the best of its knowledge and belief, that-

(i) Seller and/or any of its Principals-

(A) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal Agency.

(B) Have not, within a three-year period preceding this offer or acceptance of this Contract, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract, violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and

(C) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1)(I)(B) of this provision.

(ii) The Seller has not, within a three-year period preceding this offer or Contract acceptance had one or more contracts terminated for default by any Federal agency.

(2) "Principals", for the purposes of this certification, means officers, directors, owners, partner, and persons having primary management or supervisory responsibilities within a business entity (e.g. general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions.

This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious or fraudulent certification may render the maker subject to prosecution under section 1001, Title 18, United States Code.

(b) Seller shall provide immediate written notice to Buyer if, at any time prior to Contract award, Seller learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

V. FAR 52.223-13 Certification of Toxic Chemical Release Reporting. (Applicable to competitive solicitations/Contracts/purchase orders which exceed $100,000)

(a) Submission of this certification is a prerequisite for making or entering into this Contract imposed by Executive Order 12969, August 8, 1995.

(b) By submission of its offer or acceptance of this Contract, Seller certifies that-

(1) As the owner or operator of facilities that will be used in the performance of this Contract that are subject to the filing and reporting requirements described in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), Seller will file and continue to file for such facilities for the life of this Contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or -

(2) None of its owned or operated facilities to be used in the performance of this Contract is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons:

(i) The facility does not manufacture, process or otherwise use any toxic chemicals listed under section 313 (c) of EPCRA, 42 U.S.C. 11023(c);

(ii) The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A);

(iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA);

(iv) The facility does not fall with Standard Industrial Classification Code (SIC) designation 20 through 39 as set forth in FAR section 19.102 of the Federal Acquisition Regulation; or

(v) The facility is not located within any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, Guam, American Samoa, the United States Virgin Islands, the Northern Mariana Islands, or any other territory or possession over which the United States has jurisdiction.


(a) Either a Government contract number or Inventory/Government (Invt/Govt) appears on the face of this Contract. Therefore, this Contract is subject to the Federal Acquisition Regulation (FAR). The above provisions and this provision 36. shall apply in addition to the Contract Terms and Conditions, Provisions 1 through 32. In the event of any inconsistencies between the clauses in provisions 1 through 32 and 33 through 37, provisions 33 through 37 shall take precedence.

(b) Except as otherwise indicated on the face of this order, the FAR and Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses specified in this Article are incorporated herein by reference. As used in the FAR and DFARS clauses specified in this Article, "Government" and "Contracting Officer" mean Buyer. "Contractor" means "Seller, "Contract" means this Order unless the context of the clause requires otherwise, and "subcontract" means "Seller's purchase order or subcontract issued pursuant to this Order."

JUL 1995
Restrictions on Subcontractor Sales to the Government
OCT 1995
(ALT I is applicable to orders over $100,000 for commercial items)
JUL 1995
Anti-Kickback Procedures (except for Paragraph (c)(1))
JUN 1997
Limitation on Payments to Influence Certain Federal Transactions (Applicable to all orders expected to exceed $100,000)
AUG 1996
Security Requirements (Applicable, excluding any reference to the CHANGES Clause of these terms and conditions, when Seller may require access to classified information)
JUN 1996
Printing/Copying Double-Sided on Recycled Paper
MAY 1995
New Material
MAY 1995
Other than New Material, Residual Inventory, and Former Government Surplus Property
JUN 1999
Audit - Negotiation (Applicable to orders of $100,000 or more)
OCT 1997
Price Reduction for Defective Cost or Pricing Data (Applicable to new orders for which cost or pricing data is required)
OCT 1997
Price Reduction for Defective Cost or Pricing Data - Modifications (Applicable to modifications of an order involving a pricing adjustment expected to exceed $550,000)
OCT 1997
Subcontractor Cost or Pricing Data (Applicable to orders of $500,000 or more where FAR 52.215-10 is applicable.)

OCT 1997

Subcontractor Cost or Pricing Data - Modifications (Applicable to modifications of an order involving a pricing adjustment expected to exceed $550,000 and where FAR 52.215-11 is applicable.)
DEC 1998
Pension Plan Adjustments and Asset Reversions (Applicable to orders where certified cost or pricing data will be required or for which any preaward or post award cost determinations will be subject to FAR Subpart 31.2)
OCT 1997
Reversion or Adjustment of Plans for Postretirement Benefits (PRB) other than Pensions
OCT 1997
Notification of Ownership Changes
Requirements for Cost or Pricing Data or Other Information Other than Cost or Pricing Data - Modification (Applicable when order is otherwise exempt from certified cost or pricing data)
OCT 2000
Utilization of Small Business Concerns (Applicable on orders of $25,000 or more)
OCT 2000
Small Business Subcontracting Plan (Applicable to orders that (a) offer subcontracting possibilities, (b) are expected to exceed $500,000, and (c) are required to include FAR 52.219-8, unless the Seller is a small business)
FEB 1997
Notice to the Government of Labor Disputes (Seller shall notify Buyer of all relevant information concerning labor disputes that may delay or threatens to delay the timely performance of the order)
SEP 2000
Contract Work Hours and Safety Standards Act - Overtime Compensation (Applicable as prescribed in FAR 22.305)
DEC 1996
Walsh-Healey Public Contracts (Applicable to orders of $10,000 or more unless exempted by Statute.)
52.222-21 FEB 1999 Prohibition of Segregated Facilities
FEB 1999
Equal Opportunity (Applicable to orders of $10,000 or more unless exempted.)
APR 1998
Affirmative Action for Disabled and Veterans of the Vietnam Era (Applicable to orders expected to exceed $10,000)
JUN 1998
Affirmative Action for Handicapped Workers (Applicable to orders expected to exceed $2,500)
JAN 1999
Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (Applicable to orders expected to exceed $10,000)
JAN 1997
Hazardous Material Identification and Material Safety Data
JAN 1997
Notice of Radioactive Materials
JUN 1996
Ozone Depleting Substances
OCT 2000
Certification of Toxic Chemical Release Reporting (Applicable to Competitive Orders, excluding commercial items, expected to exceed $100,000 (including options))
OCT 2000
Toxic Chemical Release Reporting (Applicable to first tier Competitive Orders, expected to exceed $100,000 (including options.) (Delete paragraph (e)).
FEB 2000
Buy American Act – North American Free Trade Agreement – Israeli Trade Act – Balance of Payments Program
FEB 2000
Duty-Free Entry (Applicable when supplies in excess of $10,000 may be imported to the U.S.)
JUL 2000
Restrictions on Certain Foreign Purchases
JUL 1995
Authorization and Consent (Applicable to orders of $25,000 or more if FAR 52.227-1 is in the prime contract)
AUG 1996
Notice and Assistance Regarding Patent and Copyright Infringement (Applicable to orders of $25,000 or more)
APR 1984
Refund of Royalties (Applicable when the amount of royalties reported during negotiation of the order exceeds $250)
APR 1984
Filing of Patent Applications - Classified Subject Matter (Applicable if the work or any patent application may contain classified subject matter.)
JUN 1997
Patent Rights - Retention by the Contractor (Short Form) (Applicable if Contractor is a small business or non-profit organization performing experimental or R&D work)
JAN 1997
Patent Rights - Retention by the Contractor (Long Form) (Applicable to other than small business or non-profit organizations performing experimental or R&D work)
JAN 1997
Insurance - Work on a Government Installation (Applicable only to work performed on government property by Seller)
APR 1984
Protection of Government Buildings, Equipment and Vegetation (Applicable to orders for services to be performed on Government installations)
AUG 1989
Stop-Work Order
APR 1984
Change Order Accounting (Applicable when estimated cost of a change order or related orders exceeds $100,000)
DEC 1996
Competition in Subcontracting (Applicable to all orders expected to exceed $25,000)
OCT 1995
Subcontracts for Commercial Items and Commercial Components (Applicable to orders for supplies other than Commercial Items)
DEC 1989
Government Property (Fixed Price Contracts)
APR 1984
Special Tooling (Fixed Price Contracts) (Applicable to special tooling other than end items)
FEB 1993
Special Test Equipment (Applicable if contract involves the acquisition or fabrication of special test equipment)
JAN 1997
Preference for U.S. Flag Air Carriers (Applicable to orders of $25,000 or more if contract involves international air transportation)
SEP 1996
Termination for Convenience of the Government (Fixed Price) (Applicable to all fixed price contracts)
APR 1984
Default (Fixed-Price Supply and Services)

252.203-7001 MAR 1999 Prohibition on persons convicted of fraud or other defense-contract-related felonies (Applicable to orders of $25,000 or more, except for commercial items)
252.209-7000 NOV 1995 Acquisition from Subcontractors Subject to On-Site Inspection Under the Intermediate-Range Nuclear Forces (INF) Treaty (Applicable to all orders expected to exceed $25,000 except those for commercial items
252.211-7000 DEC 1991 Acquisition Streamlining (Applicable to orders in excess of $1,000,000)
252.215-7000 DEC 1991 Pricing Adjustments (Applicable if FAR 52.215-23, -24, or -25 is applicable)
252.223-7001 DEC 1991 Hazard Warning Labels
252.223-7002 MAY 1994 Safety Precautions for Ammunition and Explosives
252.223-7003 DEC 1991 Change in Place of Performance - Ammunition and Explosives
252.223-7005 OCT 1992 Hazardous Waste Liability and Indemnification (Applicable to Sellers who will receive hazardous waste)
252.223-7006 APR 1993 Prohibition on Storage and Disposal of Toxic and Hazardous Materials
252.225-7001 JAN 1994 Buy American Act and Balance of Payments Program
252.225-7002 Dec 1991 Qualifying Country Sources as Subcontractors
252.225-7009 DEC 1991 Duty-Free Entry - Qualifying Country End Products And Supplies
252.225-7010 DEC 1991 Duty-Free Entry - Additional Provisions
252.225-7012 FEB 1997 Preference for Certain Domestic Commodities (Applicable to all orders expected to have a value of $25,000 or more)
252.225-7014 MAR 1998 Preference for Domestic Specialty Metals (and Alternate I) (Applicable to all orders for articles containing specialty metals)
252.225-7015 DEC 1991 Preference for Domestic Hand or Measuring Tools
252.225-7016 JUN 1997 Restriction on Acquisition of Ball and Roller Bearings
252.225-7022 JUN 1997 Restriction on Acquisition of Polycrylonitrile (PAN) Based Carbon Fiber
252.225-7025 SEP 1996 Foreign Source Restrictions
252.225-7026 NOV 1995 Reporting of contract Performance Outside the United States (Applicable to orders over $500,000 except for commercial items)
252.225-7028 DEC 1991 Exclusionary Policies and Practices of Foreign Governments (Applicable to all orders for the purchase of goods and services for International Military Education Training (IMET) and Foreign Military Sales (FMS) programs)
252.227-7013 NOV 1995 Rights in Technical Data – Non-Commercial Items (Applicable to orders requiring delivery of technical data or computer software)
252.227-7014 JUN 1995 Rights in Technical Data-Noncommercial Items (Applicable to orders for which computer software and/or documentation will be required)
252.227-7016 JUN 1995 Rights in Bid or Proposal Information (Applicable to all orders to which 252.227-7013 and/or 252.227-7015 apply)
252.227-7019 JUN 1995 Validation of Asserted Restrictions - Computer Software (Applicable to orders for which computer software will be required)
252.227-7026 APR 1988 Deferred Delivery of Technical Data or Computer Software (Applicable to orders requiring technical data or software, but the time or place of delivery is not firm)
252.227-7027 APR 1988 Deferred Ordering of Technical Data or Computer Software (Applicable to orders where data or software items cannot be specifically identified prior to placement of the order
252.227-7028 JUN 1995 Technical Data or Computer Software Previously Delivered to the Government (Applicable to orders for which data and/or computer software will be delivered)
252.227-7030 OCT 1988 Technical Data - Withholding of Payment (Applicable to orders to which DFAR 252.227-7013 applies)
252.227-7034 APR 1984 Patents - Subcontracts
252.227-7037 NOV 1995 Validation of Restrictive Markings on Technical Data (Applicable to all orders that require the delivery of technical data)
252.228-7005 DEC 1991

Accident Reporting and Investigation Involving Aircraft, Missiles and Space Launch Vehicles

252.231-7000 DEC 1991 Supplemental Cost Principles (Applicable to orders of $25,000 or more; Not applicable to Educational Institutions)
252.235-7003 DEC 1991 Frequency Authorization
252.239-7000 DEC 1991 Protection Against Compromising Emanations (Applicable to orders including use of computer equipment to process classified information)
252.239-7016 DEC 1991 Telecommunications security equipment, devices, techniques, and services (Applicable to orders that require securing telecommunications)
252.243-7001 DEC 1991 Pricing of Contract Modifications
252.246-7001 DEC 1991 Warranty of Data (Applicable to orders requiring delivery of technical data)
252.247-7023 NOV 1995 Transportation of Supplies by Sea (Applicable to all domestic orders over $100K and orders outside the US over $200K)
252.247-7024 NOV 1995 Notification of Transportation of Supplies by Sea (Applicable to orders for other than commercial items)
252.249.7002 DEC 1996 Notification of Proposed Program Termination or Reduction (Applicable to all orders of $500K or more)


If Buyer is subject to any liability as a result of a failure of the Seller to comply with the requirements of FAR 52.215-22 and 52.215-23, Seller agrees to indemnify and hold Buyer harmless to the full extent of any amount claimed by the Government, from and against any loss, damage, expense or liability resulting from such failure. Furthermore, Seller agrees that in any action brought hereunder, the Federal Statute of Limitation shall apply.

NOTE TO BUYERS: The prime contract is CAS-covered. You must determine, based on the applicability rules set forth in the Cyber Guide (, which of the applicable FAR clauses covering this area should be incorporated in any particular subcontract to which these terms and conditions apply. The relevant clauses are now found beginning at 52.230-1 of the current version of the FAR. See also FAR Subpart 30.1 as in effect at the time of award of the prime contract.