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NOTE:
Clauses identified as "MANDATORY" are mandatory if invoked
in Buyer's prime or higher-tier contract.
1. CLAUSES
INCORPORATED BY REFERENCE OR FULL TEXT
(1) The terms and
conditions of this Purchase Order incorporate one or more clauses by reference,
with the same force and effect as if they were given in full text.
(2) If there is a conflict
between or addition to the FAR and DFARS clauses invoked herein
and the FAR and DFARS clauses of Buyer's prime contract, Buyer's prime
contract FAR and DFARS revisions shall govern. Paragraph (2)
is also applicable to clauses provided herein in full text. However,
any alterations or additions by Electric Boat to the orginal clausen being
so superceded, carry forward to the revised clause.
(3) In the FAR and DFARS
clauses incorporated in this order by reference or in full text,
unless otherwise stated, the terms "Government" and "Contracting
Officer" shall mean "Buyer" (Electric Boat Corporation),
the term "contractor" shall mean "Seller," the term
"subcontractor" shall mean "Seller's subcontractors",
and the term "contract" shall mean this order, when it can be
so reasonably interpreted, and it is not obvious that the words refer
to Buyer's prime contract or Contractor or Government or Contracting Officer
or Seller itself.
(4) Copies of the FAR and
DFARS may be obtained from the Superintendent of Documents, U. S. Government
Printing Office, Washington, D. C. 20402.
2. FAR
52.225-14, INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF CONTRACT
(AUG 1989) (EB-MODIFIED) In
the event of inconsistency between any terms of this Purchase Order and
any translation thereof into another language, the English language meaning
shall control.
3. DEFINITIONS
(a) "Seller,"
means the addressee of this Purchase Order.
(b) "Buyer,"
means Electric Boat Corporation, a wholly-owned subsidiary of General
Dynamics Corporation. Where reference is made to "Buyer"
in an active sense, the reference is to an authorized representative of
the Materials Management Department of Electric Boat Corporation.
(c) "Supplies,"
means the material, articles, services or other items ordered by this
Purchase Order, whether specially manufactured or not.
(d) "Federal,"
or "Government," means the "United States of America."
(e) "State,"
may mean province, department or political subdivision of the Nation in
which Seller is performing the work called for by this Order.
(f) "Contracting Officer,"
means any person (Government employee or member of the Armed Forces) properly
designated as a Contracting Officer by any agency of the Government.
(g) "Prime Contract,"
means the contract between Buyer and the Government under which this Purchase
Order is entered into.
(h) "Contract,"
"Purchase Order," and "Subcontract," used herein are
interchangeable, and denote this Purchase Order.
4. ORDER OF PRECEDENCE
This Purchase Order and all documents incorporated
by reference constitute the entire agreement of the parties. In
the event of any inconsistency in this Purchase Order, the inconsistency
shall be resolved by giving precedence in the following order:
(a) the
Purchase Order;
(b) the Conditions of Purchase;
(c) Duly authorized Vendor
Information Requests (VIRs);
(d) the Specifications;
(e) the Drawings; and
(f) the other documents
incorporated by reference.
The plans and specifications are intended to explain each other and anything
contained in one shall be deemed to be contained in both. If any
discrepancy, differences or conflict exist between the terms of this Order
and the plans and specifications or between the plans and specifications;
the same shall immediately be brought to the attention of the Buyer, and
Seller shall not proceed except at its own risk.
5. ACCEPTANCE/ENTIRE
AGREEMENT
Acceptance of the offer represented by this Purchase
Order is expressly limited to the terms hereof, and should be accomplished
by signing the acknowledgment copy of this Purchase Order, if requested,
and returning same to Buyer. A written acknowledgment from Seller or,
in any event, performance or delivery in whole or in part shall constitute
acceptance of this Purchase Order. This Order, including all documents
incorporated by reference, constitutes the entire contract and no reference
is to be made outside thereof to supplement or vary its terms. Changes
are not binding on Buyer, unless they are in writing and authorized by
a representative of Buyer's Materials Management Department. However,
in addition to a Purchase Order Supplement, a properly signed and authorized
Electric Boat Vendor Information Request (VIR) has the authority to modify
technical/contractual requirements but does not have the authority to
authorize any change in the Purchase Order pricing. Different terms
in Seller's acknowledgment shall not bind Buyer despite lack of objection
or protest thereof by Buyer.
6. SEVERABILITY
If any phrase, clause, sentence, or paragraph,
or combination of same contravenes the applicable laws of the United States
or of any state or jurisdiction, such phrase, clause, sentence, or paragraph,
or combination of same shall be inoperative in such jurisdiction and the
remainder of the order shall remain binding on the parties hereto.
7. NON-WAIVER
No waiver by Buyer
of any breach on the part of the Seller of any of its obligations herein
contained shall constitute a waiver of any subsequent breach of the same
or any other of such obligations, and no payment made hereunder shall
be deemed to constitute an acceptance or approval of any defective or
unsatisfactory material or workmanship, or a waiver of Buyer's right to
reject the same later.
Buyer's failure to insist
on Seller's strict performance of this Order at any time shall not be
construed as a waiver by Buyer for performance in the future.
8. GOVERNING
LAW
This order shall be construed
in accordance with and be governed by the federal law of government contracts
(as found in appropriate federal statutes, regulations, and decisions
by the U. S. Federal Courts and Federal Boards of Contract Appeals) except
to the extent such government contract law does not cover an issue in
dispute arising hereunder, in which event such issue shall be construed
in accordance with and be governed by the law of the State of Connecticut,
U. S. A.
9. LAWS,
REGULATIONS AND PERMITS Seller represents,
warrants and certifies by its commencement with work on this Purchase
Order that in performance of work hereunder, Seller agrees to comply with
all applicable laws, regulations and ordinances of the United States and
of the State, territory, and political subdivision in which the work under
this Order is performed. Seller shall procure all necessary permits
or licenses required for performance of the work hereunder, and the cost
of such permits or licenses is deemed to be included in the Order price
herein stated. This Order will be interpreted in accordance with
the Federal law of Government contracts as enunciated and applied
by the Federal Courts, the Armed Services Board of Contract Appeals
(ASBCA), and other judicial and quasi-judicial agencies of the Federal
Government.
Seller agrees to indemnify
and hold Buyer harmless to the full extent of any loss, damage, or expense,
including attorney's fees, incurred by Buyer resulting from violation
by Seller or its lower-tier subcontractors of any federal, state, or local
law or regulation.
10. FAR
52.229-3, FEDERAL, STATE, AND LOCAL
TAXES (JAN 1991)
(EB-MODIFIED)
(a) "Contract
date," as used in this clause, means the date set for bid opening
or, if this is a negotiated subcontract or a modification, the effective
date of this subcontract or modification.
"All
applicable Federal, State, and local taxes and duties," as used in
this clause, means all taxes and duties, in effect on the contract date,
that the taxing authority is imposing and collecting on the transactions
or property covered by this subcontract.
"After-imposed
Federal tax," as used in this clause, means any new or increased
Federal excise tax or duty, or tax that was exempted or excluded on the
contract date but whose exemption was later revoked or reduced during
the subcontract period, on the transactions or property covered by this
subcontract that the Seller is required to pay or bear as the result of
legislative, judicial, or administrative action taking effect after the
contract date. It does not include social security tax or other
employment taxes.
"After-relieved
Federal tax," as used in this clause, means any amount of Federal
excise tax or duty, except social security or other employment taxes,
that would otherwise have been payable on the transactions, or property
covered by this subcontract, but which the Seller is not required to pay
or bear, or for which the Seller obtains a refund or drawback, as the
result of legislative, judicial, or administrative action taking effect
after the contract date.
(b) The
subcontract price includes all applicable Federal, State, and local taxes
and duties.
(c) The
subcontract price shall be increased by the amount of any after-imposed
Federal tax, provided the Seller warrants in writing that no amount for
such newly imposed Federal excise tax or duty or rate increase was included
in the subcontract price, as a contingency reserve or otherwise.
(d) The
subcontract price shall be decreased by the amount of any after-relieved
Federal tax.
(e) The
subcontract price shall be decreased by the amount of any Federal excise
tax or duty, except social security or other employment taxes, that the
Seller is required to pay or bear or does not obtain a refund of, through
the Seller's fault, negligence, or failure to follow instructions of Buyer.
(f) No
adjustments shall be made in the subcontract price under this clause unless
the amount of the adjustment exceeds $250.00.
(g) Seller
shall promptly notify Buyer of all matters relating to any Federal excise
tax or duty that reasonably may be expected to result in either an increase
or decrease in the subcontract price and shall take appropriate action
as Buyer directs.
(h) Buyer
shall, without liability, furnish evidence appropriate to establish exemption
from any Federal, State, or local tax when Seller requests such evidence
and a reasonable basis exists to sustain the exemption.
11. FAR
52.244-5, COMPETITION IN SUBCONTRACTING (APR 1984)
(EB-MODIFIED)
(Applies
if this order exceeds or is expected to exceed the simplified acquisition
threshold in FAR Part 13 (currently $100,000) unless 1) this is a firm,
fixed-price purchase order, awarded on the basis of adequate price competition
or whose prices are set by law or regulation; or 2) this is a time-and-material,
labor hour or fixed-price architect-engineer purchase order.)
The Seller shall select
subcontractors (including suppliers) on a competitive basis to the maximum
practical
extent consistent with the objectives and requirements of the Purchase
Order.
12. PRICES
COMPETITIVE
(Applicable if this order
requires Seller to furnish supplies, parts components or equipment. )
Seller warrants and represents
that the price or prices specified in this Order do not exceed the current
selling price for the same or substantially similar articles, whether
to the Government or to any other purchasers, taking into account the
quantity under consideration.
13. STANDARDIZATION
(MANDATORY) (Applies
if the supplies on this order are intended for use on a nuclear vessel.)
When providing equipment,
components and/or supplies on this purchase order for use on a nuclear
vessel, it is intended that, subject to meeting the requirements of the
specifications, interchangeability of equipment and components among ships
of the class shall be provided to the greatest practicable extent.
Among individual components,
all similar parts, including on-board repair parts, shall be, to the greatest
practicable extent, interchangeable without additional machining or selective
assembly and with a minimum of hand fitting.
Seller shall insert the
substance of this clause in subcontracts and purchase orders.
14. NAVSEA
5252.227-9112, LOGISTIC
SUPPORT REQUIREMENT (JAN
1990)
(MANDATORY) (EB-MODIFIED)
(a) This
clause applies (1) whenever the order specifications, by reference to
a Military Specification or otherwise, specify repair parts or stock components
(hereinafter called "repair parts") for a ship component or
item of equipment, and (2) if this is a requirement in Buyer's Prime Contract.
(b) With
respect to ship components or equipments manufactured other than in the
United States or Canada, the Seller agrees that, in addition to any other
data required by this Purchase Order, it will furnish under this Purchase
Order sufficient data so that the repair parts can be reproduced in the
United States or Canada unless the suppliers of the ship components or
equipments shall have made arrangements satisfactory to the Seller and
approved by the Buyer for the manufacturing of repair parts in the United
States or Canada. For the purpose of this requirement, "sufficient
data" shall mean detail drawings and other technical information
sufficiently extensive in detail to show design, construction, dimensions,
and operation or function, manufacturing methods or processes, treatment
or chemical composition of materials, plant layout and tooling. All
data shall be in the English language and according to the United States
system of weights and measures, and drawings for components, assemblies,
subassemblies and parts protected by US. patents shall contain a prominent
notation to that effect fully identifying the patent or patents involved,
and bearing the number of this Purchase Order.
(c) In
order to satisfy the requirements of paragraph (b), above, unless the
supplier of the ship components or equipments shall have made arrangements,
satisfactory to the Seller and approved by the Buyer, for the manufacture
of such repair parts in the United States or Canada, the Seller shall
include in all subcontracts for the purchase of ship components or equipments
from foreign sources a clause, acceptable to the Contacting Officer, granting
to the United States Government for a period of seven (7) years, "Government
Purpose License Rights" (GPLR) (as defined in paragraph (a)(14) of
the clause of this contract entitled "RIGHTS IN TECHNICAL DATA AND
COMPUTER SOFTWARE" (DFARS 252.227-7013) in all technical data necessary
to manufacture spare and repair parts for such components or equipments.
15. NOTICE
OF DELAYS AND LABOR DISPUTES (EB-MODIFIED)
(IN PART, MANDATORY FLOWDOWN REQUIREMENT OF FAR 52.222-1, NOTICE TO
THE GOVERNMENT OF LABOR DISPUTES (APR 1984)
A. If
the Seller has knowledge that any actual or potential labor dispute is
delaying or threatens to delay the timely performance of this Order, the
Seller shall immediately give notice, including all relevant information,
to Buyer.
B. The
Seller agrees to insert the substance of this Article, including this
paragraph B., in any lower-tier subcontract to which a labor dispute may
delay the timely performance of this Order, except that each lower-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 lower-tier subcontractor shall notify the next higher-tier subcontractor
or the Seller, as the case may be, of all relevant information concerning
the dispute.
C. In
the event of any other delay in the performance of this Order, Seller
shall give Buyer prompt notice thereof in sufficient detail to permit
Buyer to take appropriate action to minimize the effect of such delay.
D. Buyer,
in the case of materials and/or equipment to be furnished by Buyer to
Seller, shall not be liable to Seller by reason of any failure to deliver
or delay in delivery thereof for any cause beyond Buyer's reasonable control
and without its fault or negligence.
16. FAR
52.242-13, BANKRUPTCY
(JUL
1995) (EB-MODIFIED)
In the event
the Seller enters into proceedings relating to bankruptcy, whether voluntary
or involuntary, the Seller agrees to furnish by certified mail, written
notification of the bankruptcy to the Buyer responsible for administering
the Purchase Order. This notification shall be furnished within
five days of the initiation of the proceedings relating to bankruptcy
filing. This notification shall include the date on which the bankruptcy
petition was filed, the identity of the court in which the bankruptcy
petition was filed, and a listing of purchase order numbers for all purchase
orders and letter contracts against
which final payment has not been made. This obligation remains in
effect until final payment under this purchase order.
17. FAR
52.215-40, NOTIFICATION OF
OWNERSHIP CHANGES (FEB
1995)
(EB-MODIFIED) (MANDATORY)
(Applies
if the applicability requirements of FAR 15.804-8(g) is met (certified
cost or pricing data is anticipated to be required for this order or if
any pre-award or post-award cost determinations will be subject to FAR
Subpart 31.2)).
(a) The
Seller shall make the following notifications in writing:
(1) When
the Seller becomes aware that a change in its ownership has occurred,
or is certain to occur, which could result in changes in the valuation
of its capitalized assets in the accounting records, the Seller shall
notify the Buyer within 30 days.
(2) The
Seller shall also notify the Buyer 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
Seller shall: (1) maintain current, accurate, and complete inventory records
of assets and their costs; (2) provide the Buyer or the government ready
access to the records upon request; (3) ensure that all individual and
grouped assets, their capitalized values, accumulated depreciation or
amortization, and remaining useful lives are identified accurately before
and after each of the Seller's ownership changes; and (4) retain and continue
to maintain depreciation and amortization schedules based on the asset
records maintained before each Seller ownership change.
(c) The
Seller shall include the substance of this clause in all subcontracts
under this contract which meet the applicability requirement of FAR 15.804-8(g).
18. DELIVERY
DATE
If this order requires the
delivery of supplies:
(a) Seller
agrees to deliver the supplies no later than the date specified in the
Order as "Delivery Date." Delivery Date as shown on the
face of the Order is to be construed as Date of Arrival at Buyer's receiving
dock. Because time is the essence hereof, Seller will commence and
prosecute the work, including the furnishing of drawings, with due diligence
and dispatch and make deliveries as specified.
(b) If
Seller encounters or anticipates difficulty in meeting the Order delivery
schedule, Seller shall immediately notify Buyer in writing, giving pertinent
details; provided, however, that this data shall be informational only
in character and shall not be construed as a waiver by Buyer of any delivery
schedule or date or of any rights or remedies provided by law or this
Order.
(c) If
Seller fails to meet the delivery schedule required by the Order with
the result that Buyer elects to call upon the Seller for expedited shipments,
Seller, unless the delay in delivery arises out of causes beyond the control
and without the fault or negligence of Seller within the meaning of the
clauses hereof entitled "Default" or "Termination"
,will pay the difference between the method of shipping specified in the
Order and premium transportation rates; parts fabricated in excess or
in advance of Buyer's release are at Seller's risk. Buyer reserves
the right, without loss of discount privileges, to pay invoices covering
items shipped in advance of the schedule on the normal maturity after
the date specified for delivery.
19. SELLER
NOTICE REGARDING LATE DELIVERY OR SCHEDULE In
the event the Seller for any reason anticipates or encounters difficulty
in complying with the Purchase Order delivery schedule or date or
in meeting any of the other requirements of the Purchase Order, Seller
shall immediately notify Buyer in writing, giving pertinent details; provided,
however, that this data shall be informational only in character and that
its receipt by Buyer shall not be construed as a waiver by Buyer:
(1) of
any delivery schedule or date; or
(2) of
compliance with any other Purchase Order requirement by the Seller; or
(3) of
any other rights or remedies provided to the Government or Buyer by law
or under this Purchase Order.
20. SHIPPING
NOTICE
A notice of shipment shall
be sent by Seller to Buyer at the time the supplies are shipped, stating
the number of this Purchase Order, the kind of supplies, Seller's name,
shipper and shipping route. Buyer's count will be conclusive on
all shipments not accompanied by packing list. All items shipped,
or their containers, shall be tagged or marked with the number of this
Purchase Order. If this Purchase Order involves imported supplies,
your attention is directed to the Articles entitled "Duty-Free Entry"
and "Restrictions on Certain Foreign Purchases."
21. FAR
52.246-16, RESPONSIBILITY FOR SUPPLIES (APR 1984) (EB-MODIFIED)
(Applies
if this Purchase Order requires supplies to be furnished.)
A. Title
to supplies furnished under this Purchase Order shall pass to the Buyer
upon formal acceptance, depending upon when or where the Buyer takes physical
possession or assumes the risk of loss, unless the Purchase Order specifically
provides for earlier passage of title.
B. Unless
the Purchase Order specifically provides otherwise, risk of loss of or
damage to supplies shall remain with the Seller until, and shall pass:
(1)
to the Buyer upon delivery of the supplies to a carrier, if transportation
is f.o.b. origin; or
(2)
to the Buyer upon acceptance by the Buyer at a location other than
its plant; or delivery of the supplies to the Buyer at the destination
specified in the contract, whichever is later, if transportation is f.o.b.
destination .
C. Paragraph
B. above shall not apply to supplies that so fail to conform to Purchase
Order requirements as to give a right of rejection. The risk of
loss of or damage to such nonconforming supplies remains with the Seller
until cure or acceptance. After cure or acceptance, paragraph B.
above shall apply.
D. Under
paragraph B. above, the Seller shall not be liable for loss of or damage
to supplies caused by the negligence of officers, agents, or employees
of the Buyer acting within the scope of their employment.
22. PAYMENT
When the term "Net_____"
(days) or "N/____" days is used on the face of the Order, it
shall mean that payments are to be mailed by Buyer within the number of
days specified from the date an acceptable invoice is received by Buyer
or from the date all the invoiced supplies are received by Buyer, whichever
is later. Invoices for payment shall be supported by such documents
in such form as Buyer may reasonably request and shall bear such certifications
as may be required by law, regulations or this Order. Except as
otherwise expressly provided on the face of this Order, all payments are
contingent on acceptance of the supplies or services by Buyer and the
Government. Drafts will not be honored. Unless otherwise agreed
by Buyer in writing, Seller shall issue separate invoices for each shipment
against this order which shall show the amount of materials shipped. Buyer's
Order number, part number and name of factory shall appear on all invoices,
packages, crates or boxes, bills of lading, express receipts, correspondence
and other instruments in connection with this Order. Government
Inspection forms, affidavits, etc., shall be mailed to Buyer by Seller
on the date of shipment, or in the case of services, upon completion.
Bills of lading, chemical and physical test reports if required,
shall be mailed to Buyer by Seller not later than the day after shipment
is made, or in the case of services, on the day after completion. Invoices
shall be mailed within ten (10) days after shipment. All containers,
drums, carboys, etc., to be returned, shall be shipped on a no-charge
or consignment basis unless otherwise specified in this Order. Buyer
shall pay for only such containers as it does not return within a reasonable
time.
The following certificate
shall be shown on two (2) copies of the invoice: "I certify that
the above bill is correct and just, that payment therefor has not been
received; that all statutes and regulations as to American production
and labor standards, and all conditions of purchase applicable to the
transaction have been complied with; and that state or local taxes are
not included in the amounts billed." If the face of this Order
states that this Order is taxable under the sales and use tax, the last
clause of the above certification will be omitted. If required by
Buyer prior to final payment hereunder, Seller will furnish to Buyer a
release discharging Buyer and the Government from any liabilities, obligations
and claims arising under this Order.
23. ASSIGNMENTS
AND SUBCONTRACT APPROVAL
(a) Seller
shall not assign this Order without the prior written consent of Buyer.
Any purported assignment without Buyer's written consent shall be
void.
(b) Buyer
may assign its rights, including the exercise of any option(s) for the
purchase of additional supplies, and delegate its duties under this Order
to the Government or any other shipyard or agent designated by the Government
at any time, and in the event of acceptance thereof by the Government
or its Designee, Seller agrees to look solely to the Government or its
Designee for payment.
(c) Seller
agrees to obtain Buyer's approval before subcontracting this Order or
any substantial portion thereof; provided, however, that this limitation
shall not apply to the purchase of standard commercial supplies or raw
material.
24. SET-OFF
Buyer shall be entitled
at all times to set off any amounts owing from Seller to Buyer against
any amount due or owing to Seller with respect to this Order.
25. BUYER
FURNISHED TOOLING AND MATERIAL
Seller agrees:
(a) that
all dies, tools, jigs, fixtures, designs, drawings, patterns, and any
other property or special items, which the Buyer specifically pays for
or which are furnished by Buyer without charge, shall be and remain the
property of Buyer (or the Government if the Prime Contract so provides);
that they shall be subject to removal upon Buyer's instructions; that
Seller shall be responsible for all loss or damage thereto, reasonable
wear excepted until they are delivered to Buyer; and that same shall be
(a) appropriately segregated, marked as the property of Buyer and in the
absence of specific instructions from Buyer to the contrary, numbered
with the part made, in order to accurately identify same at all times,
(b) kept in good working condition, and (c) used exclusively for the production
of goods for Buyer and subjected to no other use except with the written
permission of Buyer.
(b) that
all material furnished by Buyer without charge hereunder shall likewise
be and remain the property of Buyer; that Seller shall be responsible
for all loss or damage including manufacturing errors thereto, reasonable
wear excepted, until such material is delivered to Buyer; and that such
material received from Buyer for the performance of this Order shall be
properly segregated and marked; and (3) upon completion, cancellation
or termination of this Order, all such material, tools, etc., shall be
held free of charge by Seller pending instructions from Buyer; and in
the absence of such instructions within six (6) months, Seller shall be
entitled after ten (10) days notice in writing to Buyer, to store same
at Buyer's expense.
(c) Seller
shall be entitled to retain all cutting and processing waste such as chips,
cuttings, borings, turnings, short ends, circles, trimmings, clippings
and remnants. Seller shall make proper credit allowances
for the scrap value of such waste in determining the price of this order.
All spoiled partially manufactured materials, parts, and assemblies
including those damaged in handling shall remain as Buyer-furnished material
and shall be held by Seller for disposition by Buyer.
(d) The
cost of transportation of Buyer-furnished material to the location of
the Seller shall be paid by Buyer.
(e) If
Seller is furnished Government-owned property for use in connection with
this order, (1) Seller shall comply with the provisions of FAR Subpart
45.5 and (2) such Government property shall be governed by the Government
Property clause hereof.
26. DISPUTES
(a) Any
dispute solely between the Buyer and Seller under this order, which is
not disposed of by agreement, shall be decided by Buyer. Such decision
shall be reduced to writing and a copy thereof mailed or otherwise furnished
to Seller. Within thirty (30) days after receipt of such copy, Seller
may notify Buyer in writing of its disagreement with the decision, and
in the absence of such notice, such decision shall be final. In
the event of notice from Seller of its disagreement, as aforesaid, either
party may appeal said dispute by pursuing any right or remedy it may have
at law or in equity in any court of competent jurisdiction.
(b) Pending
the resolution of any dispute, Seller shall proceed diligently with the
performance of the order.
27. FAR
52.246-23, LIMITATION OF LIABILITY (APR 1984) (EB-MODIFIED) (MANDATORY)
(Applies if this clause is contained in Buyer's Prime Contract.)
(a) Except
as provided in paragraphs (b) and (c) below, and except for remedies expressly
provided elsewhere in this Purchase Order, the Seller shall not be liable
for loss of or damage to property of the Government (excluding the supplies
delivered under this Purchase Order) that (1) occurs after Government
acceptance of the supplies delivered under this Purchase Order and (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 the Government or Buyer's acceptance of,
the supplies results from willful misconduct or lack of good faith on
the part of any of the Seller's managerial personnel. The term "Seller's
managerial personnel" as used in this clause, means the Seller's
directors, officers, and any of the Seller's managers, superintendents,
or equivalent representatives who have supervision or direction of:
(1) all
or substantially all of the Seller's business;
(2) all
or substantially all of the Seller's operations at any one plant, laboratory,
or separate location at which the Purchase Order is being performed; or
(3) a
separate and complete major industrial operation connected with the performance
of this Purchase Order.
(c) If
the Seller carries insurance, or has established a reserve for self-insurance,
covering liability for loss or damage suffered by Buyer or Government
through purchase or use of the supplies required to be delivered under
this Purchase Order, the Seller shall be liable to the Government, to
the extent of such insurance or reserve, for loss of or damage to property
of the Government occurring after Government acceptance of, and resulting
from any defects or deficiencies in, the supplies delivered under this
Purchase Order.
(d) The
Seller shall include this clause, including this paragraph (d), supplemented
as necessary to reflect the relationship of the contracting parties, in
all subcontracts.
28. FAR
52.246-24 , LIMITATION OF LIABILITY - HIGH-VALUE ITEMS (APR 1984)
If this Purchase Order is a subcontract to a higher-tier contract which
invokes FAR 52.246-24 and is for items designated as "high value"
(FAR 46.802 refers) by the Contracting Officer, in certain cases and with
the prior written approval of the Contracting Officer, FAR 52.246-24 may
be invoked in the purchase order in lieu of FAR 52.246-23, "Limitation
of Liability". Seller should verify with the Buyer named on
this order whether the substitution is allowable for this purchase order.
In no event shall FAR 52.246-24 apply unless it is incorporated
in writing into this order.
29. FAR
52.246-25, LIMITATION OF LIABILITY-SERVICES (APR 1984) (EB-MODIFIED)
(MANDATORY)
(Applies if this Purchase Order exceeds $25,000 and this clause is
contained in Buyer's Prime Contract.)
(a) Except
as provided in paragraphs (b) and (c) below, and except to the extent
that the Seller is expressly responsible under this Purchase Order for
deficiencies in the services required to be performed under it (including
any materials furnished in conjunction with those services), the Seller
shall not be liable for loss of or damage to property of the Government
that (1) occurs after Government acceptance of services performed under
this contract, and (2) 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 Buyer's or Government's acceptance of,
services performed or materials furnished results from willful misconduct
or lack of good faith on the part of any of the Seller's managerial personnel.
The term "Seller's managerial personnel," as used in this
clause, means the Seller's directors, officers, and any of the Seller's
managers, superintendents, or equivalent representatives who have supervision
or direction of-
(1) All
or substantially all of the Seller's business;
(2) All
or substantially all of the Seller's operations at any one plant, laboratory,
or separate location at which the Purchase Order is being performed; or
(3) A
separate and complete major industrial operation connected with the performance
of this Purchase Order.
(c) If
the Seller carries insurance, or has established a reserve for self-insurance,
covering liability for loss or damage suffered by the Buyer or Government
through the Seller's performance of services or furnishing of materials
under this Purchase Order, the Seller shall be liable to the Government,
to the extent of such insurance or reserve, for loss of or damage to property
of the Government occurring after Government acceptance of, and resulting
from any defects and deficiencies in, services performed or materials
furnished under this Purchase Order.
(d) The
Seller shall include this clause, including this paragraph (d), supplemented
as necessary to reflect the relationship of the contracting parties, in
all subcontracts over $25,000.
30. DFARS
252.217-7012, LIABILITY AND INSURANCE (DEC 1991)
(EB-MODIFIED) (MANDATORY)
(This
clause applies only to purchase orders issued under job orders awarded
to Buyer by the Navy for repair tasks under EB's Master Ship Repair Contract
with the Navy. This clause also applies only if Seller's
Purchase Order requires it, via its workmen, to actually go aboard a vessel
being repaired by Buyer.) This clause also applies only if it is
in Buyer's Prime Contract and if Seller obtains and receives approval
of insurance as required by paragraph (d).
(a) The
Seller shall exercise its best efforts to prevent accidents, injury, or
damage to all employees, persons, and property, in and about the work,
and to the vessel or part of the vessel upon which work is done.
(b) Not
applicable.
(c) Indemnification.
The
Seller indemnifies the Buyer and/or Government and the vessel and its
owners against all claims, demands, or causes of action to which the Buyer
and/or Government, the vessel or its owner(s) might be subject as a result
of damage or injury (including death) to the property or person of anyone
other than the Government or its employees, or the vessel or its owner,
arising in whole or in part from the negligence or other wrongful act
of the Seller or its agents or employees, or any subcontractor, or its
agents or employees.
(1) The
Seller's obligation to indemnify under this paragraph shall not
exceed the sum of $300,000 as a consequence of any single occurrence with
respect to any one vessel.
(2) The
indemnity includes, without limitation, suits, actions, claims, costs,
or demands of any kind, resulting from death, personal injury, or property
damage occurring during the period of performance of work on the
vessel or within 90 days after redelivery of the vessel. For any
claim, etc., made after 90 days, the rights of the parties shall be as
determined by other provisions of this agreement and by law. The
indemnity does apply to death occurring after 90 days where the injury
was received during the period covered by the indemnity.
(d) Insurance.
(1) The
Seller shall, at its own expense, obtain and maintain the following insurance--
(i)
Casualty, accident, and liability insurance, as approved by the
Buyer's Contracting Officer, insuring the performance of its obligations
under paragraph (c) of this clause.
(ii)
Workers Compensation Insurance (or its equivalent) covering the
employees engaged on the work.
(2) The
Seller shall ensure that all subcontractors engaged on the work obtain
and maintain the insurance required in paragraph (d)(1) of this clause.
(3) Upon
request of the Buyer, the Seller shall provide evidence of the insurance
required by paragraph (d) of this clause.
(e) The
Seller shall not make any allowance in the job order price for the inclusion
of any premium expense or charge for any reserve made on account of self-insurance
for coverage against any risk assumed by the Government under this clause.
(f) The
Seller shall give the Buyer written notice as soon as practicable after
the occurrence of a loss or damage for which the Government has assumed
the risk.
(1) The
notice shall contain full details of the loss or damage.
(2) If
a claim or suit is later filed against the Seller as a result of the event,
the Seller shall immediately deliver to the Buyer and the Government every
demand, notice, summons, or other process received by the Seller or its
employees or representatives.
(3) The
Seller shall cooperate with the Buyer and/or Government and, upon request,
shall assist in effecting settlements, securing and giving evidence, obtaining
the attendance of witnesses, and in the conduct of suits. The Buyer
shall reimburse the Seller for expenses incurred in this effort, other
than the cost of maintaining the Seller's usual organization.
(4) The
Seller shall not, except at its own expense, voluntarily make any payment,
assume any obligation, or incur an expense other than what would be imperative
for the protection of the vessel(s) at the time of the event.
(g) In
the event or loss of or damage to any vessel(s), material, or equipment
which may result in a claim against the Government under the insurance
provisions of Buyer's prime contract and/or this purchase order, the Seller
shall promptly notify the Buyer of the loss or damage. The Buyer
may, without prejudice to any other right of the Buyer or Government,
either--
(1) Order
the Seller to proceed with replacement or repair, in which event the Seller
shall effect the replacement or repair,
(i)
The Seller shall submit to the Buyer a request for reimbursement
of the cost of the replacement
or repair together with whatever supporting documentation the Buyer or
Buyer's Contracting Officer may reasonably require, and shall identify
the request as being submitted under the Insurance clause of Buyer's Prime
Contract.
(ii)
If the Government determines that the risk of the loss or damage
is within the scope of the risks assumed by the Government under
the "Insurance" clause in Buyer's Prime Contract and this clause,
the Government will reimburse the Seller via the Buyer, for the reasonable,
allowable cost of the replacement or repair, plus a reasonable profit
(if the work or replacement or repair was performed by the Seller) less
the deductible amount specified in paragraph (b) of this clause.
(iii)
Payments by the Government to the Seller via the Buyer under this
clause are outside the scope of and shall not affect the pricing structure
of the contract, and are additional to the compensation otherwise payable
to the Seller under this Purchase Order; or
(2) In
the event the Buyer's Contracting Officer decides that the loss or damage
shall not be replaced or repaired, the Buyer's Contracting Officer shall--
(i)
modify Buyer's prime contract appropriately, consistent with the
reduced requirements reflected by the unreplaced or unrepaired loss or
damage and Buyer shall modify this purchase order consistent therewith;
or
(ii)
Terminate the repair of any part or all of the vessel(s) under the
Termination for Convenience of the Government clause of Buyer's prime
contract in which case Buyer may Terminate for Convenience the affected
parts of Seller's Purchase Order.
31. FAR
52.228-5, INSURANCE - WORK ON A GOVERNMENT INSTALLATION (SEP 1989) (EB-MODIFIED)
(MANDATORY) (a) The
Seller shall, at its own expense, provide and maintain during the entire
performance of this contract, at least the kinds and minimum amounts of
insurance required in the Schedule in Buyer's Prime Contract or elsewhere
in the purchase order.
(b) Before
commencing work under this contract, the Seller shall certify to the Buyer
in writing that the required insurance has been obtained. The policies
evidencing required insurance shall contain an endorsement to the
effect that any cancellation or any material change adversely affecting
the Government's interest shall not be effective (1) for such period as
the laws of the State in which this contract is to be performed prescribe,
or (2) until 30 days after the insurer or the Seller gives written notice
to the Buyer, whichever period is longer.
(c) The
Seller shall insert the substance of this clause, including this paragraph
(c), in subcontracts under this purchase order that require work on a
Government installation and shall require subcontractors to provide and
maintain the insurance required in the schedule or elsewhere in the purchase
order. The Seller shall maintain a copy of all subcontractors' proofs
of required insurance, and shall make copies available to the Buyer and/or
the Buyer's Contracting Officer upon request.
32. WORK
ON BUYER'S PREMISES
(a) If
Seller's work under the Purchase Order involves operations by Seller on
the Buyer's or other private parties premises, Seller shall take all necessary
precautions and such additional precautions as Buyer may prescribe, to
prevent the occurrence of any damage to persons or property during the
progress of such work. In the event any work under the Purchase
Order is performed on premises not owned or controlled by Seller, it shall
be deemed to be "WORK ON BUYER'S PREMISES" within the meaning
of this Article.
(b) Seller
shall indemnify Buyer against all claims, liability, damage or loss (including
expenses and attorney's fees) which may result in any way from any act,
or omission on the part of the Seller, its agents, employees, or subcontractors,
except to the extent that such damage is due to the negligence of Buyer.
Seller shall maintain such General & Automobile Liability, Property
Damage and Worker's Compensation and Employer's Liability insurance as
will protect Buyer from any claims under any applicable Worker's Compensation
and Occupational Disease Act.
(c) Certified
copies of said policies or certificates evidencing such insurance shall
be filed with Buyer. All insurance policies shall be issued by companies
authorized to do business under the laws of the State(s) in which such
work shall be performed and shall be in form, and limits as follows:
• General
Liability - $1,000,000 Each
Occurrence.
• Automobile
Liability (Only if automobile
is authorized for use on Corporate
property) - $1,000,000 Combined
Single Limit.
• Worker's
Compensation - Statutory -
Endorsed for Employers Liability in the
amount of $500,000 and Federal Longshore
coverage if work is to be performed aboard
a vessel and/or over the water.
• Electric
Boat Corporation must be named as
an additional insured with a waiver of
subrogation on all policies in favor of the
Electric Boat Corporation.
• Certificates
must include a description of
Operations or Services to be performed
and Expiration Date of Insurance
coverages.
• Electric
Boat Corporation must be notified
within 30 days of any policy changes or
cancellations. Notification must be in
writing.
Seller
shall have a signed copy of the Certificate mailed to the attention of:
Risk Manager, Electric Boat Corporation, 75 Eastern Point Road, Groton,
CT 06340 with an
additional copy mailed to the attention of the Buyer noted on this Purchase
Order.
(d) Seller
agrees that it or its agents, employees, or subcontractors will abide
by all the current statutory, regulatory or Electric Boat rules and regulations
governing security, safety, and prohibition of alcohol and drugs while
on Buyer's Premises.
(e) Your
attention is directed to the clause in these Terms and Conditions entitled
"Standards of Conduct for Visitors."
33. STANDARDS
OF CONDUCT FOR VISITORS
Seller agrees that
it, its agents, employees, or subcontractors will abide by the following
standards which are subject to periodic revision and shall insure that
these standards are provided to the aforementioned prior to any visit
to "Buyer's Premises" as identified in the clause entitled "Work
on Buyer's Premises."
STANDARDS
OF CONDUCT FOR VISITORS
VISITOR PASSES/BADGES
All visitors are required to possess and plainly display
their assigned pass/badge on the upper, front side of their body. Passes
must be returned when exiting the Facility.
The information contained on your Visitor Pass/Badge
may NOT be modified or changed except by an authorized representative of
the Security Department.
Visitors issued "ESCORT REQUIRED" passes
must always be accompanied by their assigned escort.
Visitors issued "NO ESCORT REQUIRED" passes
must stay within their assigned work area.
SHIPBOARD ACCESS is NOT authorized unless indicated
on the reverse side of the Visitor Pass. Uncleared visitors must be
under continuous escort while onboard.
MATERIAL PASSES
Material passes are required for the removal of hardware
or software from the plant. The pass must be signed by an authorized
representative of Electric Boat. NO classified material may be removed
without going through Electric Boat's Classified Document Control Center,
ext. 32328.
SAFETY EQUIPMENT
Hard hats, safety glasses, hearing protection, and
other appropriate safety equipment must be worn in all posted areas.
RADIATION DOSIMETERS
Radiation Dosimeters must be worn when entering posted
areas.
ELECTROSTATIC DISCHARGE BRIEFING
Visitors will comply with requirements of the Electrostatic
Discharge Briefing, if this briefing is determined to be necessary by the
visitor's Hosting Department.
PERSONAL CONDUCT
Violation of the following guidelines while on Electric
Boat property or onboard ships located on Electric Boat property, may result
in the revocation of visitor privileges:
1. Willful damage to, or unauthorized
removal of, property belonging to Electric Boat, an Electric Boat employee
or another visitor.
2. Disobedience or insubordination
to persons in authority or failure to identify yourself upon request.
3. The possession, or use,
of alcohol, or narcostics or entering the plant under the influence of drugs
or alcohol.
4. Possession of firearms,
weapons, cameras, or sound recording devices.
5. Smoking at a time or place
not authorized.
6. Willful violation or disregard
of safety, traffic, or parking lot regulations.
7. Solicitation of employees
for donations or membership in organizations, circulation of petitions,
sale of tickets or merchandise, etc. without specific approval.
8. Entering Electric Boat Corporation
property without proper authorization or deliberately permitting another
person to use your badge.
9. Gambling, lotteries, or
any other games of chance.
10. Committing any acts of violence,
fighting, or improper or immoral conduct
34. FAR
52.219-8, UTILIZATION OF SMALL, SMALL
DISADVANTAGED AND
WOMEN-OWNED SMALL BUSINESS CONCERNS
(OCT
1995) (MANDATORY)
(Applies if this Purchase
Order is expected to offer further subcontracting opportunities.)
Incorporated into this order
by reference.
35. FAR
52.219-9, SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING
PLAN (OCT 1995) (MANDATORY) (Applies
if this Purchase Order exceeds $500,000.)
A. This clause does not
apply to small business concerns.
B. FAR
52.219-9 is incorporated into this order by reference as it set forth in
full.
C. The
apparent successful offeror, upon request by Buyer, shall submit and negotiate
a subcontracting plan, where applicable, which shall be included in and
made a part of the resultant order. The subcontracting plan shall
be negotiated within the time specified by Buyer. Failure to submit
and negotiate the subcontracting plant may make the offeror ineligible for
award of an order.
D. Seller's
subcontracting plan shall include the items required in FAR 52.219-9.
E. Seller
shall submit Standard Form 294, Subcontracting Report for Individual Contracts
and Standard Form 295, Summary Subcontract Report, in accordance with instructions
provide don the forms.
F. The
failure of Seller or its lower-tier subcontractor to comply in good faith
with (1) the clause of this order entitled "Utilization of Small, Small
Disadvantaged and Women-Owned Small Business Concerns" or (2) an approved
plan required by this clause, shall be a material breach of the order.
36. DFARS
252.219-7003, SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING
PLAN DOD CONTRACTS (MAY 1994) (EB-MODIFIED)
(This clause
supplements the Federal Acquisition Regulation 52.219-9, Small Business
and Small Disadvantaged Business Subcontracting Plant, clause of this Purchase
Order) (a) Definitions.
"Historically
black colleges and universities," as used in this clause, means institutions
determined by the Secretary of Education to meet the requirements of 34
CFR Section 608.2. The term also means any nonprofit research institution
that was an integral part of such a college or university before November
14, 1986.
"Minority
institutions," as used in this clause, means institutions meeting the
requirements of Section 1046(3) of the Higher Education Act of 1965 (20
U.S.C. 1135d-5(3)). The term also incudes Hispanic-serving institutions
as defined in Section 316(b)(1) of such Act (20 U.S.C. 1059c(b)(1)).
(b) Except
for company or division-wide commercial products subcontracting plans, the
term "small disadvantaged business," when used in the FAR 52.219-9
clause, includes historically black colleges and universities and minority
institutions, in addition to small disadvantaged business concerns.
(c) Work
under the Purchase Order or its subcontracts shall be credited toward meeting
the small disadvantaged business concern goal required by paragraph (d)
of the FAR 52.219-9 clause when:
(1)
It is performed on Indian lands or in joint venture with an Indian
tribe or a tribally-owned corporation, and
(2)
It meets the requirements of 10 U.S.C. 2323a.
(d) Subcontracts
awarded to workshops approved by the Committee for Purchase from People
Who are Blind or Severely Disabled (U.S.C. 46-48), may be counted toward
the Seller's small business subcontracting goal.
(e) A
mentor firm under the Pilot Mentor-Protege Program established under Section
831 of Pub. L. 101-510, as amended, may count toward its small disadvantaged
business goal. Subcontracts awarded--
(1)
Protege firms which are qualified organizations employing the severely
handicapped; and
(2)
Former protege firms that meet the criteria in Section 831(g)(4) of
Pub. L. 101-510.
(f) The
master plan approval referred to in paragraph (f) of the FAR 52.219-9 clause
is approved by the seller's cognizant contract administration activity.
37. FAR
52.219-16, LIQUIDATED DAMAGES SUBCONTRACTING
PLAN (OCT 1995) (EB-MODIFIED)
(Applicable
if the clause entitled "52.219-9, Small, Small Disadvantaged and Women-Owned
Small Business Subcontracting Plan" is applicable.)
Seller agrees that the Buyer
may withhold or recover from Seller such sums as the Buyer's Contracting
Officer withholds or recovers from Buyer because of liabilities of Seller
or its subcontractor(s) under this clause.
(a) "Failure
to make a good faith effort to comply with the subcontracting plan,"
as used in this clause, means a willful or intentional failure to perform
in accordance with the requirements of the subcontracting plan approved
under the clause in this contract entitled "Small, Small Disadvantaged
and Women-Owned Small Business Subcontracting Plan," or willful or
intentional action to frustrate the plan.
(b) If,
at Subcontract or Purchase Order completion, or in the case of a commercial
product plan, at the close of the fiscal year for which the plan is applicable,
the Seller has failed to meet its subcontracting goals and the Buyer decides
in accordance with paragraph (c) of this clause that the Seller failed to
make a good faith effort to comply with its subcontracting plan, established
in accordance with the clause in this contract entitled "Small, Small
Disadvantaged and Women-Owned Small Business Subcontracting Plan."
the Seller shall pay the Buyer liquidated damages in an amount stated. The
amount of probable damages attributable to the Seller's failure to comply,
shall be an amount equal to the actual dollar amount by which the Seller
failed to achieve each subcontract goal or, in the case of a commercial
products plan, that portion of the dollar amount allocable to Government
contracts by which the Seller failed to achieve each subcontract goal.
(c) Before
the Buyer makes a final decision that the Seller has failed to make such
good faith effort, the Buyer shall give the Seller written notice specifying
the failure and permitting the Seller to demonstrate what good faith efforts
have been made. Failure to respond to the notice may be taken as an
admission that no valid explanation exists. If, after consideration
of all the pertinent data, the Buyer finds that the Seller failed to make
a good faith effort to comply with the subcontracting plan, the Buyer shall
issue a decision to that effect and require that the Seller pay the Buyer
liquidated damages as provided in paragraph (b) of this clause.
(d) Liquidated
damages shall be in addition to any other remedies that the Buyer or the
Government may have.
38. FAR
52.203-3, GRATUITIES
(APR
84)
Incorporated into this order by reference.
39. FAR 52.203-5, COVENANT
AGAINST CONTINGENT FEES (APR 84)
Incorporated into this order by reference.
40. FAR 52.203-6, RESTRICTIONS
ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 95)
(MANDATORY)
(Applies if this order exceeds $100,000.)
Incorporated into this order by reference.
41. DFARS
252.203-7001, SPECIAL PROHIBITION ON EMPLOYMENT (APR
1993) (MANDATORY)
v (Applies if this Purchase Order exceeds $25,000.)
(a) Definitions.
As used in this clause--
(1) "Arising
out of a contract with the DoD" means any act in connection with--
(i)
Attempting to obtain,
(ii)
Obtaining, or
(iii)
Performing a contract or first-tier subcontract of any agency, department,
or component of the Department of Defense (DoD).
(2) "Conviction
of fraud or any other felony" means any conviction for fraud or a felony
in violation of state or Federal criminal statures, whether entered on a
verdict or plea, including a plea of nolo contendere, for which sentence
has been imposed.
(3) "Date
of conviction" means the date judgment was entered against the individual.
(b) 10 U.S.C. 2408 provides
that any individual who is convicted after September 29, 1988, of fraud
or any other felony arising out of a contract with the DoD is prohibited
from:
(1) Working
in a management or supervisory capacity on any DoD contract or first-tier
subcontract;
(2) Serving
on the board of directors of any DoD contractor or first-tier subcontractor;
or
(3) Serving
as a consultant to any DoD contractor or first-tier subcontractor.
(c) Unless waived, the prohibition
in paragraph (b) applies for five years from the date of conviction .
(d) 10 U.S.C. 2408 further
provides that a defense contractor or first-tier subcontractor shall be
subject to a criminal penalty of not more than $500,000 if convicted of
knowingly--
(1) Employing
a person under a prohibition specified in paragraph (b) of this clause;
or
(2) Allowing
such a person to serve on the board of directors of the contractor or first-tier
subcontractor.
(e) In addition to the criminal
penalties contained in 10 U.S.C. 2408, the Government may consider other
available remedies, such as--
(1) Suspension or
debarment;
(2) Cancellation of
the contract at no cost to the Government; or
(3) Termination of
the contract for default.
(f) The Seller may submit
written requests for waiver of the prohibitions in paragraph (b) of this
clause to the Contracting Officer. Requests shall clearly identify--
(1) The
person involved;
(2) The
nature of the conviction and resultant sentence or punishment imposed;
(3) The
reasons for the requested waiver; and
(4) An
explanation of why a waiver is in the interest of national security.
(g) DELETED
(h) Pursuant to 10 U.S.C.
2408(c), defense contractors and subcontractors may obtain information as
to whether a particular person has been convicted of fraud or any other
felony arising out of a contract with the DoD by contacting The Office of
Justice Programs, The Denial of Benefits Office, U.S. Department of Justice,
telephone (202) 307-1065.
42. FAR 52.203-7, ANTI-KICKBACK
PROCEDURES (JUL 1995)
(EB-MODIFIED) (MANDATORY)
(Applies if this order exceeds $100,000, including
subparagraph (c)(5) but excepting subparagraph (c)(1).)
Incorporated into this order, by reference, as modified:
Seller agrees to indemnify and hold Buyer harmless
to the full extent of any loss, damage, or expense, including, but not limited
to, any amount withheld from Buyer's prime contract with the Government
or subcontract of any tier, resulting from violation by Seller or its lower-tier
subcontractors, of the Anti-Kickback Act of 1986 (41 USC 51-58).
43. FAR 52.203-10, PRICE
OR FEE ADJUSTMENTS FOR ILLEGAL OR IMPROPER
ACTIVITY (SEP 1990)
(EB-MODIFIED)
Incorporated into this order, by reference,
as modified below:
Seller agrees to indemnify and hold Buyer harmless
to the full extent of any loss, damage, or expense (including attorney's
fees), resulting from violation by Seller or its lower-tier subcontractors,
of subsection 27(a) of the Office of Federal procurement Policy Act (41
U.S.C. 423), also referred to as the Procurement Integrity Law, as implemented
in the Federal Acquisition Regulation (FAR).
44. FAR 52.203-11 - CERTIFICATION
AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN
FEDERALTRANSACTIONS
(APR 1991) (EB-MODIFIED) (MANDATORY)
(Applies if this order exceeds $100,000.)
(a) The definitions
and prohibitions contained in the clause at FAR 52.203-12, Limitation on
Payments to Influence Certain Federal Transactions (JAN 1990), included
in this solicitation, are hereby incorporated by reference in paragraph
(b) of this Certification.
(b) The
offeror or Seller by signing its offer or accepting this Purchase Order,
hereby certifies to the best of his or her knowledge and belief as of December
23, 1989, that:
(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, the offeror shall complete and submit,
with its offer, OME standard from LLL, Disclosure of Lobbying activities,
to the Buyer; and
(3) He
or she will include the language of this certification in all subcontract
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 Stated 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, and not more than $100,000, for each such failure.
45. FAR
52.204-2, SECURITY REQUIREMENTS (APR 1984)
(MANDATORY)
(Applies, excluding reference
to the Changes clause of this Purchase Order,
if this Order requires access to classified
material.)
Incorporated into this order
by reference.
46. DFARS
252.239-7016, TELE-COMMUNICATIONS SECURITY EQUIPMENT,
DEVICES, TECHNIQUES, AND SERVICES (DEC 1991) (EB-MODIFIED)
(MANDATORY)
(Applies if this order requires securing telecommunications.) (a) Definitions.
As
used in this clause--
(1) "Securing"
means the application of Government-approved telecommunications securing
equipment, devices, techniques, or services to Seller telecommunications
systems.
(2) "Sensitive
information" means any information the loss, misuse, or modification
of which, or unauthorized access to, could adversely affect the national
interest or the conduct of Federal programs, or the privacy to which individuals
are entitled under 5 U.S.C. 552a (the Privacy Act), but which has not been
specifically authorized under criteria established by an Executive Order
or Act of Congress to be kept secret in the interest of national defense
or foreign policy.
(3) "Telecommunications
systems" means voice, record, and data communications, including management
information systems and local data networks that connect to external transmission
media, when employed by Government agencies, contractors, and subcontractors
to transmit--
(i) Classified
or sensitive information;
(ii) Matters
involving intelligence activities, cryptologic activities related to national
security, the command and control of military forces, or equipment that
is an integral part of a weapon or weapons system; or
(iii) Matters
critical to the direct fulfillment of military or intelligence missions.
(b) This
solicitation/Purchase Order identifies classified or sensitive information
that requires securing during telecommunications and requires the Seller
to secure telecommunications systems. The Seller agrees to secure
information and systems at the following location: (See body of Purchase
Order).
(c) To
provide the security, the Seller shall use Government-approved telecommunications
equipment, devices, techniques, or services. A list of the approved
equipment, etc. may be obtained from (identify where list can be obtained).
Equipment, devices, techniques, or services used by the Seller must
be compatible or interoperable with (list and identify the location of any
telecommunications security equipment, device, technique, or service currently
being used by the technical or requirements organization or other offices
with which the Seller must communicate).
(d) Except
as may be provided elsewhere in this Purchase Order, the Seller shall furnish
all telecommunication security equipment, devices, techniques, or services
necessary to perform this Purchase Order. The Seller must meet ownership
eligibility conditions for communications security equipment designated
as controlled cryptographic items.
(e) The
Seller agrees to include this clause, including this paragraph (e), in all
subcontracts which require securing telecommunications.
47. FAR
52.209-6, PROTECTING THE GOVERNMENT'S
INTEREST WHEN SUBCONTRACTING
WITH CONTRACTORS DEBARRED,
SUSPENDED OR
PROPOSED FOR DEBARMENT (JUL 1995)
(EB-MODIFIED)
(a) The
Government suspends or debars Contractors to protect the Government's interests.
The Seller shall not enter into any subcontract in excess of $25,000
with a subcontractor that is debarred, suspended, or proposed for debarment
unless there is a compelling reason to do so.
(b) The
Seller shall require each proposed first-tier subcontractor, whose subcontract
will exceed $25,000, to disclose to the Seller, in writing, whether as of
the time of award of the subcontract, the subcontractor, or its principals,
is or is not debarred, suspended, or proposed for debarment by the Federal
Government.
(c) A
corporate officer or a designee of the Seller shall notify the Buyer, in
writing, before entering into a subcontract with a party that is debarred,
suspended, or proposed for debarment (see FAR 9.404 for information on the
List of Parties Excluded from Federal Procurement and Nonprocurement Programs).
The notice must include the following:
(1) The
name of the subcontractor.
(2) The
Seller's knowledge of the reasons for the subcontractor being on the List
of Parties Excluded from Federal Procurement and Nonprocurement Programs.
(3) The
compelling reason(s) for doing business with the subcontractor notwithstanding
its inclusion on the List of parties Excluded from Federal Procurement and
Nonprocurement Programs.
(4) The
systems and procedures the Seller has established to ensure that it is fully
protecting the Government's interest when dealing with such subcontractor
in view of the specific basis for the party's debarment, suspension, or
proposed debarment.
48. DFARS
252.235-7003, FREQUENCY AUTHORIZATION (DEC 1991)
(EB-MODIFIED)
(MANDATORY) (Applies
if this order requires the development production, construction, testing,
or operation of a device for which a radio frequency authorization is required.)
(a) The
Seller shall obtain authorization for radio frequencies required in support
of this Purchase Order.
(b) For
any experimental, developmental, or operational equipment for which the
appropriate frequency allocation has not been made, the Seller shall provide
the technical operating characteristics of the proposed electromagnetic
radiating device to the Buyer's Contracting Officer via Buyer during the
initial planning, experimental, or developmental phase of Purchase Order
performance.
(c) The
Buyer's Contracting Officer shall furnish the procedures for obtaining radio
frequency authorization.
(d) The
Seller shall include this clause, including this paragraph (d), in all subcontracts
requiring the development, production, construction, testing or operation
of a device for which a radio frequency authorization is required.
49. FAR
52.210-5, NEW MATERIAL (MAY 1995)
Incorporated into this order
by reference.
50. FAR
52.210-7, OTHER THAN NEW MATERIAL, RESIDUAL
INVENTORY,
AND FORMER GOVERNMENT SURPLUS
PROPERTY (MAY 1995)
Incorporated into this order
by reference.
51. DFARS
252.208-7000, INTENT TO FURNISH PRECIOUS METALS AS GOVERNMENT-FURNISHED
MATERIAL (DEC 1991)
(EB-MODIFIED)
(MANDATORY)
(This article applies unless this purchase order procures items which contain
no precious metals.)
(a) The
Government intends to furnish precious metals required in the manufacture
of items to be delivered under the contract if the Buyer's Contracting officer
determines it to be in the Government's best interest. The use of
Government-furnished silver is mandatory when the quantity required is one
hundred troy ounces or more. The precious metal(s) will be furnished
pursuant to the Government Furnished Property clause of the Purchase Order.
(b) The
Officer shall cite the type (silver, gold, platinum, palladium, iridium,
rhodium, and ruthenium) and quantity in whole troy ounces of precious metals
required in the performance of this Purchase Order (including precious metals
required for any first article or production sample), and shall specify
the national stock number (NSN) and nomenclature, if known, of the deliverable
item requiring precious metals.
Deliverable
Item
Precious Metal* Quantity (NSN
and Nomenclature)
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
*If platinum or palladium, specify whether sponge
or granules are required.
(c) Offerors
shall submit two prices for each deliverable item which contains precious
metals -- one based on the Government furnishing precious metals, and one
based on the Contractor furnishing precious metals. Award will be
made on the basis which is in the best interest of the Government.
(d) The
Seller agrees to insert this clause, including this paragraph (d), in solicitations
for subcontracts
and purchase orders issued in performance of this Purchase Order, unless
the Seller knows that the item being purchased contains no precious metals.
52. FAR
52.212-8, DEFENSE PRIORITY AND ALLOCATION
REQUIREMENTS (SEP 1990)
(Applies if the individual
Purchase Order Line Item is identified as rated.)
This is a rated order certified
for national defense use, and the Seller shall follow all the requirements
of the Defense Priorities and Allocations System regulation (15 CFR 700).
53. FAR
52.227-1, AUTHORIZATION AND CONSENT (JUL 1995) (MANDATORY)
Incorporated into this order by reference.
54. FAR
52.234-1, INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE
PRODUCTION ACT TITLE III (FEB 1995)
(EB-MODIFIED)
(MANDATORY)
(a) Definitions.
Title III industrial resource" means materials, services, processes,
or manufacturing equipment ( including the processes, technologies, and
ancillary services for the use of such equipment) established or maintained
under the authority of Title III, Defense Production Act (50 U.S.C. App.
2091-2093).
"Title III project contractor"
means a contractor that has received assistance for the development or manufacture
of an industrial resource under 50 U.S.C. App. 2091-2093, Defense Production
Act.
(b) The
Seller shall refer any request from a Title III project contractor for testing
and qualification of a Title III industrial resource to the Buyer's Contracting
Officer via Buyer.
(c) Upon
the direction of the Buyer's Contacting Officer, the Seller shall test Title
III industrial resources for qualification. The Seller shall provide
the test results to the Defense Production Act Office, Title III Program,
located at Wright Patterson Air Force Base, Ohio 45433-7739.
(d) When
the Buyer's Contracting Officer modifies the Buyer's prime contract to direct
testing pursuant to this clause, the Government will provide the Title III
industrial resource to be tested and will make an equitable adjustment in
the prime contract for the costs of testing and qualification of the Title
III industrial resource and the Buyer will modify this Purchase Order accordingly.
(e) The
Seller agrees to insert the substance of this clause, including paragraph
(e), in every subcontract issued in performance of this Purchase Order.
55. DFARS
252.215-7001, (FORMER) IMIP PRODUCTIVITY SAVINGS REWARDS
(JULY 1987)
(EB-MODIFIED)
(MANDATORY)
(NOTE: This article applies if Seller is participating in a DoD approved
IMIP business agreement and if this purchase order is a subcontract to a
prime contract which invokes this article.) (a) Purpose.
The purpose of this clause is to permit the Seller to be paid Productivity
Savings Rewards (PSR) in accordance with the terms and conditions of an
Industrial Modernization Incentives Program (IMIP) business agreement contained
in the Buyer's prime contract or which benefits the Buyer's prime contract.
PSR constitutes the Seller's incentives paid from the total DoD net
benefits (savings/cost avoidances).
(b) Applicability.
This clause provides conditions for payment of the PSR amount applicable
to this Purchase Order pursuant to the provisions of the IMIP business agreement.
Inclusion of this clause in this Purchase Order does not in itself
result in the payment of any PSR amounts to the Seller. This clause
shall become operable only when an IMIP business agreement has been established
and placed in an IMIP contract, or incorporated into this Purchase Order,
including all of the terms and conditions for payment of the PSR, the total
amount of the PSR, and specifying that this total amount has not been earned
through previous contracts. This agreement may be directly between
DoD and the Seller, or between the Seller and a lower-tier DoD Contractor,
provided DoD approval has been obtained for the subcontract program.
(1) Payment.
The Contracting Officer is authorized to approve payment of PSR amounts
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