Additional Terms And Conditions E-2D Advanced Hawkeye (AHE) Pilot Production (Prime Contract No. N C-0057)

Transcription

1 Additional Terms And Conditions E-2D Advanced Hawkeye (AHE) Pilot Production (Prime Contract No. N C-0057) All of the additional terms and conditions set forth below are incorporated in and made part of this Purchase Order. Any conflict between any of the conditions contained in this form and those appearing on Northrop Grumman Purchase Order Terms and Conditions shall be resolved in favor of the conditions in this form. I. Changes To Terms And Conditions A. The November 1995 version of the DoD FAR Supplement clause applies to this Order. B. The following changes are made to the clause entitled, FAR and DFARS Provisions/Clauses : 1. Add the following FAR clauses: NOTIFICATION OF CHANGES (under paragraph b, the notification period is thirty (30) days, under paragraph d, the response time is 90 days). 2. Add the following DOD FAR Supplement clauses: DISCLOSURE OF INFORMATION EARNED VALUE MANAGEMENT SYSTEM (The following Sellers shall comply with the requirements of this clause: TBD) COST/SCHEDULE STATUS REPORT (applies if this Order is other than firm-fixed price, is 12 months or more in duration and has critical or significant tasks related to the prime contract. Critical or significant tasks shall be defined by mutual agreement between Northrop Grumman and the Seller) Addendum 472 (6/06) Page 1 of 8

2 II. ADDITIONAL CONDITIONS 1. OPERATIONS SECURITY (OPSEC) (Applies to Orders which involve access to classified information) The Seller is required to provide OPSEC protection for all classified information (as defined in FAR 4.401) and sensitive information (as defined in Title 15, United States Code, Section 278g-3(d)(4)). Security policy, procedures, and requirements for classified information are provided in DoD Manual M, National Industrial Security Program Operating Manual (NISPOM). The concept of OPSEC is provided in National Security Decision Directive (NSDD) 298 of 22 January 1988, and OPNAVINST The Seller will apply the framework for telecommunications security in Defense Federal Acquisition Regulation Supplement (DFARS) Clause , as appropriate. The Seller will apply and use Distribution Statements following the provisions of Exhibit 8A, SECNAVINST In order to meet this requirement, the Seller shall develop, implement and maintain a facility level OPSEC program to protect classified and sensitive information to be held, provided, used, handled, discussed, processed, stored, transmitted, or delivered at a Seller s facilities during performance of this Order. The Seller s OPSEC program is to be described in a facility level OPSEC planning document. The Seller will submit only one draft OPSEC plan, applicable collectively to this agreement. The Seller will submit the draft document in MS Word 6.0 (or later) format on floppy or compact disk to Northrop Grumman for approval. 2. ASSOCIATE CONTRACTOR CLAUSE (Applies to Orders which involves and Associate Contractor Agreement) (a) (1) This clause is intended to establish appropriate coordination/integration of work by the E-2D Advanced Hawkeye associate contractors, ensuring complete compatibility between equipment, data and services, thereby preventing unnecessary duplication of effort and maximizing commonality. (2) This clause requires the Order price to provide for the work performance called for in the Associate Contractor Agreements, in support of said Order. (b) Reserved (c) The Seller shall work and maintain close liaison with the associate contractors listed in Paragraph (b) above. In order to assure accomplishment of this objective, the Seller shall enter into written agreements with each of the other applicable associate contractors. (d) Each written agreement between the Seller and an associated contractor shall Addendum 472 (6/06) Page 2 of 8

3 provide for complete and unbiased exchange of technical information and interface data relating to their detailed responsibilities and procedures. The following is a guide to be used in the development of each agreement: (1) Identification of the data and information to be furnished among the associated contractors to facilitate procedures/schedules for the exchange of information and/or data. Descriptive detail of the data and/or information to be furnished or exchanged, with a specific date for delivery of each item thereof and containing such other mutual covenants and agreements that may be desirable or required to assure delivery or exchange of said data and/or information in a timely manner and in a condition suitable for use by the recipient. (For example, this may extend to all information pertaining and essential to the design, development, fabrication, test, interface, modification and installation of equipment and provision of services hereunder to the extent that each party may require such information to ensure the compatibility of their respective equipment, data and services.) (2) To be provided by one contractor to another (including such services as clerical support to visiting associate contractor personnel, unscheduled maintenance and technical support for equipment, etc.) to facilitate the performance of the respective contracts and the period(s) of time the services are to be provided to assure necessary interface actions and support activities. (3) The materials to be provided to each other by the respective contractors in performance. (4) The facilities and their location to be provided by each contractor to accommodate personnel assigned to provide the associated contractor s integration and support services, assurance of adequate working areas, power requirements, office space and communication equipment that are essential for timely completion of the integration/support services. (5) Delineation of respective interface responsibilities. (6) Provision for furnishing copies to communications relative to performance of associate contractor responsibilities. Addendum 472 (6/06) Page 3 of 8

4 (e) In the event this exchange of information/data results in access to limited rights data, the Seller hereby agrees not to utilize such limited data acquired under the exchange or to manufacture itself those items identified above, or components thereof. (f) In the event that limited rights data is obtained from the contractors designated herein, the Seller agrees to obtain written agreement from its employees whose work responsibilities involve access to this data. The agreement shall state that said employee(s) will not, either during his employment or thereafter, disclose any limited rights information/data to employees of the company submitting unlimited rights information, employees other than the Seller s employees, or for use of his own benefit or the future benefit of any other individual, corporation or organization. This provision does not apply to data furnished voluntarily by individuals, corporations or organizations without limitations as to use or to data that falls within public domain. (g) Each Associate Contractor Agreement shall be submitted to Northrop Grumman for review prior to execution. The Associate Contractor Agreements are for information purposes only and shall not be subject to or governed by this Order. In the event of a conflict between the terms of this Order and terms of the aforesaid agreement, the terms of this Order shall control. (h) If the Seller and an associate contractor fail to agree upon action to be taken in connection with their respective responsibilities, each contractor shall promptly bring the matters to the attention of Northrop Grumman and provide recommendations for a solution. The Seller shall not be relieved of its obligations to make timely deliveries or be entitled to any other adjustment due to their own or their associate s failure to promptly refer matters to Northrop Grumman or to implement Northrop Grumman s directions. 3. ENGINEERING CHANGES (NAVAIR ) - Deviation 1. ECP Proposals (a) It is recognized by both parties that the total estimated cost of this purchase order excludes any estimates for costs associated with Engineering Change Proposal (ECP) preparation. However, after Order award, Buyer may solicit the preparation of an ECP via letter. Upon receipt of this letter, Seller shall respond as outlined below and all allocable and allowable costs associated with the preparation of an ECP will be charged as a direct cost against the Order. The Seller is not obligated to submit unsolicited ECPs under this Order. The Seller may, however, provide inputs regarding any potential ECPs that it believes would benefit the program through the normal exchange among Buyer and Seller Management teams assigned to this Addendum 472 (6/06) Page 4 of 8

5 Order. Upon receipt of a letter requesting the preparation of an ECP, (i) if sufficient funding exists on the Order and Buyer believes there will be no material impact on funding in accordance with the Limitation of Cost clause of the Order, Seller shall notify Buyer that the ECP will be prepared at no charge in contract funding or targets. The ECP will then be prepared and formally submitted to Buyer for evaluation. If the ECP is subsequently approved, the costs incurred in the preparation of the ECP will be included in the negotiation of the ECP. If it is subsequently determined by Buyer that the ECP will not be incorporated into the Order, the Order shall be subject to an equitable adjustment for the ECP preparation costs; or (ii) if the Seller believes there will be a material impact on funding in accordance with the Limitation of Cost clause of the Order, the Seller will so notify Buyer and, within 30 days, provide Buyer with a not-to-exceed adjustment to funding that would be required to prepare the requested ECP. In this case, Seller will not initiate work on the preparation of the requested ECP unless written authorization to proceed is received from Buyer. Upon receipt of this authorization, Seller may proceed but is not obligated to do so without an increase in funding to the contract. If the ECP is subsequently approved, the costs incurred in the preparation of the ECP will be included in the negotiation of the ECP. If it is subsequently determined by Buyer that the ECP will not be incorporated into the Order, the Order shall be subject to an equitable adjustment for the ECP preparation costs. (b) Any costs incurred by the Seller in the preparation of any ECP resulting from acting upon a request from any person other than Buyer, or without Buyer s authorization will be disallowed. (c) The Seller is requested to identify specifically any information contained in its Engineering Change Proposal which it considers confidential and/or proprietary and which it prefers not to be disclosed to the public. The identification of information as confidential and/or proprietary is for information purposes only and shall not be binding on Northrop Grumman to prevent disclosure of information. The Seller is advised that such information may be subject to release upon request pursuant to the Freedom of Information Act (5 U.S.C. 552). 2. ECP Implementation (a) Engineering Change Proposals submitted to the Buyer shall be processed expeditiously. The Seller has the right to withdraw, in whole or in part, and Engineering Change Proposal not accepted by Northrop Grumman within the period specified in the ECP. The decision of the Buyer as to the acceptance of any such proposal under this Order shall be final and shall not be subject to the Disputes clause of this Order. Addendum 472 (6/06) Page 5 of 8

6 (b) The Buyer may accept any Engineering Change Proposal submitted pursuant to this clause by giving Seller written notice thereof. This written notice may be given by issuance of a Change Order. Unless and until a Change Order is executed to incorporate and Engineering Change Proposal under this Order, the Seller shall remain obligated to perform in accordance with the terms of the existing Order. (c) If an Engineering Change Proposal pursuant to this clause is accepted and applied to this Order, an equitable adjustment in Order price and in any other affected provisions of this Order shall be made in accordance with this clause and other applicable clauses of this Order. When the cost of performance of this Order is increased or decreased as a result of the change, the equitable adjustment increasing or decreasing the Order price shall be in accordance with the Changes clause rather than under this clause, but the resulting Change Order shall state that it is made pursuant to this clause. 4. CHANGES THRESHOLD Change Proposals (a) Buyer may, at any time, request the Seller to prepare and submit a Subcontract change proposal. All Engineering Change Proposals (ECPs) and Contract Change Proposals (CCPs) shall be submitted in accordance with the terms and conditions of the Order. The Seller may also initiate ECPs or CCPs within the scope of and consistent with the requirements of this Order. Seller-generated ECPs and CCPs shall include a not to exceed price or a not less than price and delivery adjustment, if required. For all cost reimbursable Orders, the Parties agree that individual changes authorized by the Buyer, pursuant to this clause, with an estimated value of $100,000 or less (increase or decrease), shall be accepted by the Seller with no adjustment to the Order price. (b) For all cost reimbursable Orders, when it is proposed to make a change under the changes clause that is at or below the threshold set forth in paragraph (a) above the Seller shall submit a written technical proposal with a rough order of magnitude (ROM) cost only. The Buyer has the right to request additional supporting data from the Seller on a case-by-case basis after receipt of the Seller s technical volume with the ROM estimate. A cost volume shall not be required for efforts at or below the threshold stated in paragraph (a) above. After approval of Seller s proposal the Buyer will issue a change order to this Order under the changes clause. The issuance of the Change shall constitute acceptance of the Seller s technical proposal, shall be binding on both parties, and shall be a full, complete and final settlement Addendum 472 (6/06) Page 6 of 8

7 for the directed change. 5. DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION (NAVAIR ) (a) (b) (c) (d) (e) During performance of this Order, the Government may use and independent services contractor (ISC), who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluation, or independent verification and validations of technical documents submitted to the Government during Order performance. The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to Northrop Grumman or its Suppliers. The Supplier is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in paragraph (a) above. Since the ISC is neither an employee or agent of the Government, any findings, recommendations, analysis or conclusions of such a contractor are not those of the Government. The Supplier acknowledges that the Government has the right to use ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the Supplier. To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and the Supplier, the Supplier agrees to enter into a direct agreement, with any ISC as the Government and Northrop Grumman requires. A properly executed copy of the agreement will be provided to the Buyer. 6. PROVISIONAL ACCEPTANCE a. If at the delivery date stated herein the supplies are not complete or otherwise are not in conformity with the requirements of this Order, Buyer may, nevertheless, direct their delivery and may provisionally accept them upon such inspection of the supplies as Buyer shall deem appropriate. Provisionally accepted supplies shall be completed or otherwise brought into conformity with Order requirements by Seller at Seller's expense and as directed by Buyer. Alternatively, Buyer may elect to either perform such work at Seller's expense or to retain the non-conforming supplies, in which event the price shall be equitably reduced. Addendum 472 (6/06) Page 7 of 8

8 b. If supplies are otherwise ready for delivery hereunder prior to completion of the qualification tests required by this order or by any prior order with Seller for supplies of the type to be delivered hereunder, Buyer may nevertheless direct the Seller to deliver such supplies and may provisionally accept such supplies upon (1) satisfactory completion by Seller of the acceptance tests for the supplies concerned, and (2) such other inspection of the supplies as Buyer may deem appropriate. In the event that supplies have been provisionally accepted hereunder, Seller shall, as a condition precedent to final acceptance, be obligated to complete such qualification tests successfully and to incorporate in all such supplies at no increase in Order price, (1) all corrections of a type required to pass qualification tests, and (2) replacement for non-approved, non-standard parts. c. Pending final acceptance of supplies which have been provisionally accepted, Buyer may, in his/her discretion, withhold such portion of the Order price as may be appropriate. d. Nothing in this clause shall affect the Seller's obligation under other clauses of this Order. Addendum 472 (6/06) Page 8 of 8