Additional Purchase Order Terms and Conditions Joint STARS/Ground Support System (GSS) (Prime Contract No. F C-0067)

Transcription

1 Additional Purchase Order Terms and Conditions Joint STARS/Ground Support System (GSS) (Prime Contract No. F C-0067) All of the Additional Purchase Order Terms and Conditions set forth below are incorporated in and made a part of this Order. Any conflict between any of the conditions contained in this form and those on Buyers Purchase Order Terms and Conditions shall be resolved in favor of the conditions in this form. I. Changes to the Purchase Order Terms and Conditions A. In clause titled WARRANTY Add the following: The above provisions of this paragraph are applicable as between Seller and Buyer only, and shall expire upon acceptance by the Government of the supplies hereunder or of the end items of which the supplies hereunder are a part. Seller's warranty obligations to the Government are those set forth in Appendix Commercial Warranty (CW) to this purchase order. Seller certifies that said Appendix CW is at least as favorable to the Government as is that provided by Seller to its most favored commercial customers. The warranty set forth in Appendix CW will be administered and enforced by Buyer on behalf of the Government during the term of Interim Contractor Support (ICS) under the prime contract. Upon termination of ICS, the remaining term of such warranties shall, at the election of the Government, be transferable to the Government for administration and enforcement by the Government or by any designated Logistics Support Organization and, by its acceptance of this purchase order, Seller agrees to such transferability of said warranty. B. In clause titled FAR/DFAR PROVISIONS/CLAUSES Add the following: 1. Notwithstanding paragraph C of this clause, the October 1988 version of the DOD FAR Supplement clause applies to this order. 2. DoD FAR Supplement Disclosure of Information Recoupment of Nonrecurring Costs (applies if purchase orders equals or exceeds $10,0000,000) Addendum 314 (8/00) Page 1 of 6

2 3. Air Force FAR Supplement Elimination Of Use Of Class I Ozone Depleting Substances (ODS) Health And Safety On Government Installations 4. Air Force Material Command FAR Supplement English Language Requirement II. ADDITIONAL CONDITIONS A. Data/Software Accession List The Seller agrees to make available upon request, copies of any and all data/software generated during the performance of work hereunder. Based upon the Data Accession List required by DI-A-3027, Buyer or the Contracting Officer may order such data/software and shall notify the Seller of data desired. The Seller shall make available two (2) copies of the requested data/software within five (5) working days from date of receipt of the request. The cost of furnishing such ordered data/software shall be subject to payment as set forth in the "Deferred Ordering of Technical Data or Computer Software" clause, General Condition DOD FAR Sup B. Data Rights Agreement All technical data, computer software and computer software documentation required to be furnished under this purchase order shall be furnished with unlimited rights (DOD FAR Sup , dated 10/88). C. Cooperation With Support Contractor(s) 1. The Air Force has entered into contracts with the contractors set forth in paragraph 4 below (hereinafter referred to as "support contractors") for services for scientific engineering and technical effort in support and under the technical direction of the Joint Stars Joint Program Office (JPO). The Seller shall be required to provide support and technical information to the support contractors, to the extent specified herein. The Seller agrees that the Government may release to the support contractors any technical information required in the performance of this purchase order. Other support contractors may be added by the Government at no change to the Addendum 314 (8/00) Page 2 of 6

3 purchase order price. Additionally, the Seller agrees to enter into written mutual agreements with each support contractor for the protection of this information. A copy of the signed agreement shall be furnished to Buyer within fifteen (15) days of notification of identity of support contractors. 2. Such support shall include the right of the support contractor(s) to attend all scheduled technical audits, technical and program reviews and formal tests conducted in the performance of this purchase order when specifically required and approved by Buyer or the Contracting Officer. Discussion with the Seller by a support contractor shall be accomplished with the approval of the PCO and the concurrence of Buyer. 3. The support and technical information to be provided shall be no greater than required by this purchase order. The technical support required is limited to the support necessary for the support contractor to fulfill its respective role to provide assistance to the Program Office for evaluation of the technical aspects. 4. The support contractors will include the following: (a) Analytical Systems (b) Dynamics Research Corp. Engineering Corp (ASEC) 60 Concord Street 5 Burlington Woods, Suite 100 Wilmington, MA Burlington, MA (c) CTA Incorporated (d) Horizons Technology Inc. 175 Middlesex Turnpike 700 Technology Drive Bedford, MA Billerica, MA (e) MEI Technology Corp. (f) Systems Research Corp Waltham Street 128 Wheeler Road Lexington, MA Burlington, MA (g) ARINC Research Corp. 70 Westview Street Lexington, MA D. Release Of Information 1. It is Air Force policy to encourage publication of scientific and technological advances and information developed under its contracts. One copy of each paper planned for publication will be submitted for review and comment to the Public Affairs Office, HQ ESD/PAM, 9 Eglin Street, Hanscom AFB, Addendum 314 (8/00) Page 3 of 6

4 MA at least thirty (30) days prior to submission for publication. 2. News releases and media contacts, including photographs and films, public announcements, or the forms of publicity concerning the technical content of this purchase order, will not be made without prior clearance from the Air Force. Requests for publicity approval should be addressed to HQ ESD/PAM, 9 Eglin Street, Hanscom AFB, MA for approval. E. Performance Responsibility 1. Seller has represented and this purchase order has been issued on the basis that Seller has reviewed and agrees to the practicality and concedes the feasibility of the specifications incorporated herein. Accordingly, notwithstanding any conflict or inconsistency which hereafter may be found between achievement of the performance requirements of this purchase order and adherence to any other specification requirements or to the Seller's proposed design for the supplies hereunder, the Seller hereby warrants that the supplies to be deliverable hereunder will meet as a minimum the performance requirements of this purchase order. 2. Seller hereby acknowledges that it has no right to assert against Buyer, its officers, agents or employees any claims or demands with respect to the specifications based upon impossibility of performance, defective, inaccurate, unfeasible, insufficient or invalid specifications, or other similarly based claims. 3. Notwithstanding the "Changes" clause or any other clause of this purchase order, Seller agrees that no Seller-generated changes to the specifications which may be necessary to permit achievement of the performance requirements of this purchase order shall entitle Seller to any increase in price or to any extension of delivery schedule herein. F. Access To Seller's Facilities The Seller shall permit, on a non-interference basis, Buyer and/or the Government to visit Seller's facilities at all reasonable times and places for the purposes of evaluating Seller technical and schedule performances. G. Technical Review (MITRE) 1. The Government has contracted with The MITRE Corporation for the services of a technical group which, under the program management of the Electronic Systems Center, is responsible to the Government for overall technical review of certain Government program, including the efforts under Addendum 314 (8/00) Page 4 of 6

5 Buyer's prime contract. 2. Explanation of MITRE Role (a) (b) Technical Review is defined as the process of continually reviewing the technical efforts of Contractors. It does not include any modification, realignment, or redirection of Seller efforts under this purchase order; such action may be effected only by the prior written direction of Buyer. The purpose of the review is to: (i) (ii) (iii) Evaluate from a technical standpoint whether system concept and performance can be expected to be achieved on schedule and within cost. Assure that the impact of new data, new developments and modified requirements is properly assessed and exploited. Assure that The MITRE Corporation has available data on the status and technology of Government programs and projects to enable it to carry out its inter-system integration responsibilities to the Government. (c) The MITRE Corporation has agreed not to engage in the manufacture or the production of hardware or software, to refrain from disclosing proprietary information to unauthorized personnel, and not to compete with any profit seeking concern. 3. The Seller agrees to cooperate with The MITRE Corporation by engaging in technical discussions with MITRE personnel, and permitting MITRE personnel access to information and data relating to technical matters (including cost and schedule) concerning this purchase order to the same degree such access is accorded Buyer personnel. 4. It is expressly understood that the operation of this clause will not be the basis for an equitable adjustment. Modifications, realignment or redirection of the Seller's technical efforts and/ or contract requirements shall be effected only by the written direction of Buyer. H. Technical and Proprietary Information Seller shall keep confidential all designs, processes, drawings, specifications, reports, computer software, data, mask works and other technical or proprietary Addendum 314 (8/00) Page 5 of 6

6 information and the features of all parts, equipment, tools, gauges, patterns, and other items furnished or disclosed to Seller or manufactured by Seller in connection with this order. Unless specifically and expressly authorized by Buyer in writing, Seller shall use such information and items, and the features thereof, only in the performance of this order, provided, however, that upon prior written notice to Buyer and to the extent such use will not interfere with Seller's performance of purchase orders with Buyer in effect at the time, Seller with the U.S. Government's authorization, may use on other contracts all Buyer-furnished designs, drawings, special tooling, equipment, material, engineering data, or other technical or proprietary information, etc. which the U.S. Government owns, or has the right to authorize the use thereof. To the extent practicable, Seller shall prominently and permanently identify each such end item as manufactured by Seller for direct sale to the U.S. Government. Upon completion or termination of this order, Seller shall, at Seller's expense, make such disposition of all such information and items as may be directed by Buyer. Addendum 314 (8/00) Page 6 of 6