Additional Purchase Order Terms and Conditions (Fixed Price) Joint STARS LRIP (Prime Contract No. F C-0035)

Transcription

1 Additional Purchase Order Terms and Conditions (Fixed Price) Joint STARS LRIP (Prime Contract No. F C-0035) All of the 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 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. Clause entitled - Warranty: Add new subsection as follows: Commercial Warranty (1) Seller shall obtain for and on behalf of the Government, through formal written agreements with its subcontractor manufacturers and vendors, warranties certified by such subcontractors and vendors to be at least as favorable as those provided by such manufacturers/vendors to their most favored commercial customers, covering the accessories, components, and items of equipment installed on the aircraft which are not manufactured by Seller or to Seller's design or performance specifications. Such warranties shall not require covered items to be serviced and maintained by FAA certified mechanics. Seller shall provide these same warranties for its own commercial items. (2) Seller shall promptly advise the Government as to the terms and extent of protection afforded the Government by such warranties so obtained. (3) Seller shall administer and enforce, for and on behalf of the Government, all applicable manufacturing/vendor warranties so obtained. (4) Seller shall obtain written agreement with respect to all manufacturing/vendor warranties that upon completion of this purchase order, the remaining term of such warranties shall be transferable to the Government for administration and enforcement by the Government or any designated Logistics Support Organization. (5) To the extent integration or installation by the Seller shall have caused the invalidation of any vendor warranty provided to the Government, the Seller shall, with regard to any such invalidated warranty, assume the liability the vendor would have had if such warranty had not been invalidated. B. Clause entitled - FAR/DFARS PROVISIONS/CLAUSES, delete paragraph D and Addendum 301A (7/00) Page 1 of 7

2 substitute the following: (1) FAR: (Gratuities), (Covenant Against Contingent Fees); (Restrictions on Subcontractor Sales to the Government); (Anti-Kickback Procedures); (Price or Fee Adjustment for Illegal or Improper Activity); (Limitation on Payments to Influence Certain Federal Transactions); (Security Requirements); (New Material); (Used or Reconditioned Material, Residual Inventory, and Former Government Surplus Property); (Examination of Records by Comptroller General); (Audit-Negotiation); (Subcontract Cost or Pricing Data); (Integrity of Unit Prices); (Termination of Defined Benefit Pension Plans), (Reversion or Adjustment of Plans for Postretirement Benefits Other Than Pensions); (Utilization of Small Business and Small Disadvantaged Business Concerns), (Liquidated Damages - Small Business Subcontracting Plan), (Utilization of Labor Surplus Area Concerns); (Walsh-Healey Public Contracts Act); (Equal Opportunity); (Affirmative Action for Special Disabled Veterans and Veterans of the Vietnam Era); (Affirmative Action for Handicapped Workers); (Employment Reports on Special Disabled Veterans & Veterans of the Vietnam Era); (Clean Air and Water); (Duty-Free Entry); (Restrictions on Certain Foreign Purchases); (Authorization and Consent) if included in the controlling prime contract; (Notice and Assistance Regarding Patent and Copyright Infringement); (Insurance - Work On A Government Installation), (Protection of Government Buildings, Equipment and Vegetation); (Bankruptcy), (Notification of Changes. The notification period for paragraph (b) shall be fifteen (15) calendar days unless otherwise agreed to by the parties in writing.); (Subcontracts for Commercial Items and Commercial Components) (Government Property Furnished As Is ); (2) DOD FAR Supplement: (Special Prohibition on Employment; (Acquisition from Subcontractors Subject to On-Site Inspection Under the Intermediate-Range Nuclear Forces (INF) Treaty); (Pricing Adjustments); (Identification of Sources of Supply); (Small Business and Small Disadvantaged Business Subcontracting Plan); (Buy American Act and Balance of Payments Program); (Qualifying Country Sources as Subcontractors); (Duty -Free Entry --Qualifying Country End Products and Supplies); (Duty -Free Entry --Additional Provisions); (Preference for Certain Domestic Commodities); (Restriction on Acquisition of Polyacrylonitrile (PAN) Based Carbon Fiber); (Restriction on Acquisition of Coal and Petroleum Pitch Carbon Fiber); (Rights in Technical Data and Computer Software) including Alternate I thereto; (Restrictive Markings on Technical Data); (Deferred Ordering of Technical Data or Computer Software); (Identification of Technical Data); (Technical Data--Withholding of Payment); (Certification of Technical Data Conformity); (Validation of Restrictive Markings on Technical Data); (Ground and Flight Risks); (Frequency Authorization); (Pricing of Contract Modifications); (Warranty of Data); (Transportation of Supplies By Sea); (Notification of Addendum 301A (7/00) Page 2 of 7

3 Transportation of Supplies By Sea). (3) AF FAR Supplement Clauses: (Notification of Government Security Activity); (Elimination of Use of Class 1 Ozone Depleting Substances (ODS) In Air Force Procurements): (Safety and Accident Prevention); (Advance Change Adjustment Agreement) (4) ESC FAR Supplement Clauses; (Release of Information); (Technical Review (MITRE); (Insurance Clause Implementation) (5) In addition, if this purchase order exceeds $100,000: FAR (Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (April 1991) (Limitation on Payments to Influence Certain Federal Transactions - (Jan. 1990); (Value Engineering) (Applicable to subcontracts of $100,000 or more except as specified in FAR (A)); DOD FAR Supplement (Reporting of Overseas Subcontracts) and (Certification of Claims and Requests for Adjustment or Relief) apply; if this purchase order exceeds $500,000: FAR (Subcontractor Cost or Pricing Data); FAR (Small Business and Small Disadvantaged Business Subcontracting Plan) and FAR (Labor Surplus Area Subcontracting Program) apply (Notification of Substantial Impact on Employment); (Notification of Proposed Program Termination or Reduction); and if this purchase order exceeds $1,000,000: DOD FAR Supplement (Acquisition Streamlining); applies. II Additional Conditions A. ACKNOWLEDGMENT OF SPONSORSHIP 1. The Seller agrees that in the release of Information relating to this purchase order, such release shall include a statement to the effect that the project or effort depicted was or is sponsored by the Air Force Systems Command. 2. For the purpose of this clause, "information" includes, but is not limited to, news releases, articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association meetings, symposia, etc. 3. Nothing in the foregoing shall affect compliance with the requirements of the clause of this purchase order entitled "Military Security Requirement." 4. The Seller further agrees to include this provision in any subcontract awarded as a result of this purchase order. B. PREPRODUCTION, START-UP AND OTHER NON-RECURRING COSTS The Seller agrees that all preproduction, start-up and other non- recurring costs as Addendum 301A (7/00) Page 3 of 7

4 defined in FAR (f) that are not included in the price(s) of the items specified herein, will not be charged to the Government in any future non-competitive procurement or other pricing action. C. 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, except as otherwise determined by the Government. D. 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,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 ten (10) 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 E. 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 purchase order price. 2. Such support shall include the right of the support contractors(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 The 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 The 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: (1) System Resources Corporation Addendum 301A (7/00) Page 4 of 7

5 128 Wheeler Road Burlington, MA (2) Analytical Systems Engineering Corp. (ASEC) 5 Old Concord Road Burlington, MA (3) Georgia Tech Research Corp. Centennial Research Bldg. Georgia Institute of Technology Atlanta, GA (4) Dynamics Research Corporation 60 Concord Street Wilmington, MA (5) BDM Old Columbia Road Columbia, MD (6) Horizons Technology, Inc. 700 Technology Drive Billerica, MA (7) ARINC 2551 Riva Road Annapolis, MD (8) Sumaria Systems, Inc. 18 Lakeside Office Park Wakefield, MA F. 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, not withstanding 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 the Buyer, its officers, agents or employees any claims or demands with respect to the Addendum 301A (7/00) Page 5 of 7

6 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. G. Elimination of Class I Ozone Depleting Chemicals (ODC s) in Air Force Procurements. (a) (b) It is Air Force policy to eliminate the use of Class I Ozone Depleting Chemicals (ODC s) in all Air Force Procurements. Unless a specific waiver has been authorized, Air Force Procurements: (1) May not include any specifications, standard, drawing, or other document that required the use of a Class I ODC in the design, manufacture, test, operation, or maintenance of any system, subsystem, item, or process; (2) May not include any specification, standard, drawing or other requirement that establishes a requirement that can only be met by use of a Class I ODC; (c) For the purposes of the Air Force Policy, the following are Class I ODC s: (1) Halons: 1011, 1202, 1211, 1301, (2) Chlorofluorocarbons (CFC): CFC-11, CFC-12, CFC-13, CFC-111, CFC-112, CFC-113, CFC-114, CFC-115, CFC-211, CFC-212, CFC-213, CFC-214, CFC-215, CFC-216 and CFC-217. (3) Other Controlled Substances: Carbon Tetrachloride, Methyl Chloroform, and Methyl Bromide. (d) The Air Force has reviewed the requirements specified in this contract to reflect this policy. Where considered essential, specific authorization has been obtained to continue the use of these substances. In performance of this contract, the Contractor is required to use the following ODC s: Class I Ozone Depleting ChemicasApplication/use Quantity Lbs Attachment Furnished If Requested. (e) To assist the Air Force in implementing this policy the Seller is encouraged, but Addendum 301A (7/00) Page 6 of 7

7 not required, to notify the Contractor if any Class I ODC s, not specifically listed above, are required in the performance of this contract. Addendum 301A (7/00) Page 7 of 7