The Boeing Company

The Boeing Company SPECIAL PROVISIONS Form D1 4305 1500 (Rev. 2/96) (Applicable only to the extent called out in the Purchase Contract) A. GENERAL 1. General Provisions, Form D1 4025 1000 (Rev. 1/78) (Fixed Price Contract) is incorporated by reference. General Provisions, Form DF 4402-502 (Rev. 1/78) (Cost Reimbursement Contract) is incorporated by reference. General Provisions, Form DF 4400-513 (Rev. 1/93) (Commercial Purchase Contract) is incorporated by reference. General Provisions, Form DF 4400-514 (Rev. 8/91) (Undefinitized Purchase Contract) is incorporated by reference. General Provisions, Form DF 4400-515 (Rev. 1/78) (Fixed Price Purchase Contract-Foreign Supplier) is incorporated by reference. General Provisions, Form DF 4401-26 (Rev. 1/78) (Technical Assistance/ Labor Hour) is incorporated by reference. General Provisions, Form DF 4401-77 (Rev. 1/78) (Time and Material) is incorporated by reference. RESERVED LOAN/SALE OF PARTS FROM OTHER CONTRACTS. Loans or sales of parts from other contracts between Buyer and Seller to satisfy requirements of this contract require prior written approval of Buyer. TEST DATA. Until three years after final payment, Seller shall keep on file actual test data and records reflecting that all materials and finished items were controlled and tested in accordance with and met the specifications. Such records shall be subject to Buyer examination. GOLD REGULATIONS. This contract complies with subpart C., Section 54.21 of the United States Gold Regulations. RESERVED RELATIONSHIP OF SELLER. Seller's relationship to Buyer in the performance of this contract is that of an independent contractor. The personnel performing services under this contract shall at all times be under Seller's exclusive direction and control and shall be employees of Seller and not employees of Buyer. Seller shall pay all wages, salaries, 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. -1- and other amounts due to its employees in connection with this contract and shall be responsible for all reports and obligations respecting them, such as Social Security, Income Tax withholding, unemployment compensation, workmen's compensation, Occupational Safety and Health and similar matters. 14. 15. 16. RESERVED RESERVED General Provisions, Form D1 4025 1000 (Rev. 1/93) (Fixed Price Contract) is incorporated by reference. General Provisions, Form DF 4402-502 (Rev. 1/93) (Cost Reimbursement Contract) is incorporated by reference. General Provisions, Form DF 4400-515 (Rev. 1/93) (Fixed Price Purchase Contract Foreign Supplier) is incorporated by reference. General Provisions, Form DF 4401-26 (Rev. 1/93) (Technical Assistance/Labor Hour) is incorporated by reference. General Provisions, Form DF 4401-77 (Rev. 1/93) (Time and Material) is incorporated by reference. General Provisions, Form DF 4400-526 (Rev. 1/93) (Fixed Price Study Contract) is incorporated by reference. GOVERNMENT SUPPLY SOURCES. FAR 52.251-1, "Government Supply Sources," is incorporated by reference. "Contracting Officer" shall mean Buyer and "Contractor" means Seller. Seller shall submit its request for authorization to use a Government supply source to the Buyer who will seek authorization from the Government. NATO AWACS OFFSET/INDUSTRIAL BENEFITS. The value of this contract will be claimed by the Buyer as Offset/Industrial Benefits credits in satisfaction of the Buyer's Offset/Industrial Benefits obligations obtained in its contract with NATO to modernize the NATO AWACS aircraft. POLITICAL CONTRIBUTIONS, FEES AND COMMISSIONS. The following clause is derived from the U.S. Code of Federal Regulations (22 CFR 130) which requires the Buyer to obtain from the Seller a full disclosure of all political contributions or fees or commissions paid by the Seller with respect to the Buyer's prime contract. A. Definitions 1. Fee or Commission 17. 18. 19. 20. 21. 22. 23. 24. (a) "Fee or commission" means, except as provided in paragraph (b) below, any loan, gift, donation or other payment of $1,000 or more made, or offered or agreed to be made directly or indirectly, whether in cash or in kind, and whether or not pursuant to a written contract, which is: (1) To or at the direction of any person, irrespective of nationality, whether or not employed by or affiliated with the Seller; and -2- (2) For the solicitation or promotion or otherwise to secure the conclusion of a sale of defense articles or defense services to or for the use of the armed forces of a foreign country or international organization. (b) The term "fee or commission" does not include: (1) A political contribution or a payment excluded by subparagraph a.2 of this clause from the definition of political contribution; (2) A normal salary (excluding contingent compensation) established at an annual rate and paid to a regular employee of the Seller, its supplier or vendor; (3) General advertising or promotional expenses not directed to any particular sale or purchaser; or (4) Payments made, or offered or agreed to be made, solely for the purchase by the Seller of specific goods or technical, operational or advisory services, which payments are not disproportionate in amount with the value of the specific goods or services actually furnished. 2. Political Contribution. "Political contribution" means any loan, gift, donation or other payment of $1,000 or more made, or offered or agreed to be made, directly or indirectly, whether in cash or in kind, which is: (a) To or for the benefit of, or at the direction of, any foreign candidate, committee, political party, political faction, or government or governmental subdivision, or any individual elected, appointed or otherwise designated as an employee or officer thereof; and (b) For the solicitation or promotion or otherwise to secure the conclusion of a sale of defense articles or defense services to or for the use of the armed forces of a foreign country or international organization. Taxes, customs duties, license fees, and other charges required to be paid by applicable law or regulation are not regarded as political contributions. B. Information to be Furnished by Seller (1) WITHIN FIFTEEN CALENDAR DAYS AFTER PURCHASE CONTRACT AWARD Seller shall fully disclose to Buyer all political contributions or fees or commissions paid by the Seller with respect to the Buyer's prime contract in a statement setting forth: (a) The amount of each political contribution paid, or offered or agreed to be paid, or the amount of each fee or commission paid, or offered or agreed to be paid; (b) The date or dates on which each reported amount was paid, or offered or agreed to be paid; (c) paid; (d) The person who paid, or offered or agreed to pay such amount; The recipient of each such amount paid, or intended recipient if not yet -3- (e) The aggregate amounts of political contributions and of fees or commission, respectively, which shall have been reported; (f) With respect to each payment reported, state whether such payment was in cash or in kind. If in kind, it must include a description and valuation thereof. Where precise amounts are not available because a payment has not yet been made, an estimate of the amount offered or agreed to be paid must be provided; and (g) With respect to each recipient, state: (i) Its name; (ii) Its nationality; (iii) Its address and principal place of business; (iv) Its employer and title; and (v) Its relationship, if any, to Seller and to any foreign purchaser or end-user. (2) If the Seller believes that furnishing information to the Buyer in a requested statement would unreasonably risk injury to the Seller's commercial interests, the Seller may furnish in lieu of the statement an abbreviated statement disclosing only the aggregate amount of all political contributions and the aggregate amount of all fees or commissions which have been paid, or offered or agreed to be paid, by the Seller with respect to the sale. Any abbreviated statement furnished to the Buyer under this paragraph must be accompanied by a certification that the requested information has been reported by the Seller directly to the United States Office of Defense Trade Controls. The Seller must simultaneously report fully to the Office of Defense Trade Controls all information which the Seller would otherwise have been required to report to the Buyer under this section. Each such report must clearly identify the sale with respect to which the reported information pertains. The address of the Office of Defense Trade Controls is: Director Office of Defense Trade Controls Bureau of Politico-Military Affairs PM/DTC, SA-6, Room 200 Department of State Washington, D.C. 20522-0602 C. Information to be Obtained by Seller (1) Prior to furnishing the information required above, the Seller must obtain from each person, if any, to whom it has paid, or offered or agreed to pay, a fee or commission in respect of such sale, a timely statement containing a full disclosure by such a person of all political contributions paid, or offered or agreed to be paid, by it or on its behalf, or at its direction, in respect of such sale. Such disclosure must include responses to all the information required to enable the Seller to comply fully with the requirements of this clause. (2) In obtaining information under paragraph (1) above, the Seller must also require each person to whom a fee or commission is paid, or offered or agreed to be paid, to furnish from time to time such reports of its political contributions as may be necessary to enable the Seller to comply fully with the requirements of this clause. -4- (3) The Seller must include any political contributions paid, or offered or agreed to be paid, by or on behalf of, or at the direction of, any person to whom it has paid, or offered or agreed to pay a fee or commission in determining whether the Seller is required to furnish the information specified herein. D. Record Keeping The Seller must maintain a record of any information it was required to furnish or obtain under this clause and all records upon which its reports are based for a period of not less than 5 years following the date of the report to which they pertain. E. Confidential Business Information (1) Any person who is required to furnish information under this part may identify any information furnished hereunder which the person considers to be confidential business information. No person, including any applicant or supplier, shall publish, divulge, disclose, or make known in any manner, any information so identified by a vendor or other person unless authorized by law or regulation. (2) For purposes of this section, "confidential business information" means commercial or financial information which by law is entitled to protection from disclosure. (See e.g., 5 U.S.C. 552(b)(3) and (4); 18 U.S.C. 1905; 22 U.S.C. 2778(e); Rule 26(c)(7), Federal Rules of Civil Procedure). 25. VIOLATIONS OF LAW/ELIGIBILITY TO CONTRACT. Seller warrants that (i) neither it nor its senior officers and officials have been convicted of violating any of the U.S. criminal statutes enumerated in 22 CFR 120.27 since the effective date of the Arms Export Control Act, P.L. 94-329, 90 Stat. 729 (June 30, 1976) and (ii) it is not ineligible to contract with, or to receive a license or other approval to import defense articles from, or to receive an export license or other approval from any agency of the U.S. Government. OFFSET CREDITS. With respect to work covered by this Contract, Seller shall use its best efforts to cooperate with Buyer in the fulfillment of any foreign offset program obligation that Buyer may have accepted as a condition of any sale. In the event that Seller solicits bids and/or proposals for, or procures or offers to procure any goods or services relating to the work covered by this Contract from any source outside of the United States, Buyer shall be entitled, to the exclusion of all others, to all offset/industrial benefit credits which may result from such solicitations, procurements, or offers to procure. Seller agrees to take any actions that may be required on its part to assure that Buyer receives such credits. Seller further agrees to report to the Buyer any such foreign procurement activity exceeding $50,000. Foreign procurement information, including any no bid or lost bid data, is to be submitted to the Buyer's Materiel Representative on a quarterly basis. Your quarterly submittal is to include the following data:        Foreign Supplier (name and address) Country Nomenclature End Item/use Request for Procurement/Purchase Contract Number Issue/Award date US Dollar value 26. Also required is the name, address, and telephone number of your company focal point submitting the above data. -5- B. SAFETY 1. SAFETY PRECAUTIONS FOR DANGEROUS MATERIALS. Seller shall package, label, transport and ship hazardous materials or items containing hazardous materials in accordance with current published issues of tariffs and regulations reflecting 29 CFR 1910.1200, 49 CFR Article 171-179, or Packaging and Handling of Dangerous Materials for Transportation by Military Aircraft, Joint Manual AFR 71-4, TM 38-250, NAVSUP PVB 505, DLAM 4145.3 and MCO-P 4030.19 and subsequent reissues thereof. SUPPLIER REVIEW OF MATERIAL SAFETY DATA SHEETS. Before, or upon commencing work, Seller shall review all Material Safety Data Sheets for hazardous materials used or stored and any applicable safety measures to be employed in the areas of work. (This data will be provided to the Seller by the Buyer's Materiel Representative.) This requirement is in accordance with OSHA Hazard Communication Standard, 29 CFR 1910.1200. RESERVED HAZARDOUS CHEMICALS LIST. Prior to commencing work, Seller shall provide a list of hazardous chemicals, if any, to be used on site and corresponding Material Safety Data Sheets to the Buyer's Safety Organization through the appropriate Buyer representative. SAFETY APPROVAL OF SUBCONTRACTOR(S). Pre-Award safety approval by the Government is required prior to the award of any subcontract(s) involving research, developing, manufacturing, loading, testing, and handling of ammunition, explosives and related dangerous materials. Therefore, prior to the award of any subcontract(s), under the circumstances stated above, Seller shall: (a) request to be performed the required pre-award safety survey of plant(s) of any proposed subcontractor(s); and (b) obtain Buyer's approval in writing prior to the award of any subcontract(s). SAFETY APPROVAL OF SITE AND CONSTRUCTION PLANS. Site and construction plans for ammunition and explosive facilities will be submitted to the Buyer for endorsement and transfer to the cognizant DoD Safety Office in accordance with the requirements of Chapter 1, paragraphs f, g and h, DoD Contractor's Safety Manual 4145.26-M. Modifications, additions or relocation of facilities or operations shall likewise be submitted for review. These provisions apply equally to Seller's subcontractors. MATERIAL SAFETY DATA SHEETS. Seller will comply with the Hazard Communication Standard, 29 CFR 1910.1200. Seller shall ensure that the name of the Product as identified on the MSDS is identical to the name which appears on the label of the Product shipped to Buyer. Seller shall provide a copy of the Material Safety Data Sheet with each shipment of the product. 8. HAZARDOUS MATERIALS. The clause set forth in FAR 52.223-3, "Hazardous Material Identification and Material Safety Data", is incorporated by reference. "Contractor" shall mean Seller and "Government" in paragraph (c) shall mean Government or Buyer. Hazardous materials are those which are defined in Federal Standard 313A, except for materials embedded in a delivered product in such a manner that in the normal course of use or repair it could not present a potential for harm or injury to personnel. 2. 3. 4. 5. 6. 7. -6- 9. SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES. DFARS 252.223-7001, "Safety Precautions for Ammunition and Explosives," is incorporated by reference. "Contracting Officer" shall mean Buyer. SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES. DFARS 252.223-7002, "Safety Precautions for Ammunition and Explosives," is incorporated by reference. NOTIFICATION OF TOXIC CHEMICALS. Seller will comply with Section 313 of the Emergency Planning and Community Right to Know Act of 1986 (EPCRA) and 40 CFR Part 372, if applicable. As part of such compliance, Seller shall furnish to the Buyer's Materiel Representative the following information with the initial shipment of each Product to Buyer: A. A statement that the Product contains chemicals which are subject to Section 313 of Title III of the Superfund Amendments and Reauthorization Act of 1986 and 40 CFR 372.45; B. The name and the associated Chemical Abstract Service Registry number of each chemical which has been incorporated in the Product and which is listed in the specific Toxic Chemical Listings contained in 40 CFR 372.65; and C. The percent by weight of each toxic chemical component of the product shipped. 10. 11. If the Seller is required to submit a Material Safety Data Sheet (MSDS), this notification must be attached to or otherwise incorporated into such MSDS. 12. SHIPPING HAZARDOUS MATERIALS. (A) Shipment of hazardous materials shall be by common carrier authorized to handle the material, and in accordance with 49 CFR Parts 100-199 and the IATA "Dangerous Goods Regulations" or "The International Maritime Dangerous Goods Code" (if applicable). This includes but is not limited to: (1) Shipping papers must include the emergency contact number. (2) Shipping papers and packages for hazardous materials or wastes identified as "N.O.S." (not otherwise specified) must show the technical name(s) listed in parenthesis, the association to the basic description, and in the case of mixtures, list the major hazardous components by percentage contributing to the hazard. (B) Seller shall indicate on the shipping papers whether the material presents Poisonous by Inhalation (PIH) hazard. (C) At Buyer's request Seller will provide test reports indicating Performance Oriented Packaging (POPs) compliance to facilitate Buyer's reshipment of Seller's Product. (D) Seller shall mark on all interior packages and shipping containers the closed cup flash point of flammable and combustible materials and/or percentage concentration of corrosive liquids. 13. NOTICE OF RADIOACTIVE MATERIALS. FAR 52.223-7, "Notice of Radioactive Materials", is incorporated by reference. "Contractor" means Seller and "Contracting Officer" means Buyer. The blank in paragraph (a) shall be filled by inserting thirty (30)." -7- 14. ACCIDENT REPORTING AND INVESTIGATION. DFARS 252.228-7005, "Accident Reporting and Investigation Involving Aircraft, Missiles and Space Launch Vehicles," is incorporated by reference. SAFETY AND ACCIDENT PREVENTION. AFFARS 52.223-9004, "Safety and Accident Prevention, is incorporated by reference. "Contracting Officer" shall mean Buyer. SAFETY AND ACCIDENT PREVENTION. AFFARS 5352.223-9000, "Safety and Accident Prevention", is incorporated by reference. REPLACEMENT PRESERVATIVE FOR PENTACHLOROPHENOL. If packaging requirements of this contract specify the use of wood products and a preservative is required, Pentachlorophenol, commonly referred to as "Penta" or "PCP," is prohibited. Replacement preservatives are 2 percent copper naphthenate, 3 percent zinc naphthenate or 1.8 percent copper 8 quinolinolate. LEAD. It is the policy of Buyer to prohibit the use of paints containing lead in any form. Seller hereby affirms that the Product provided in compliance with this Contract contains no lead. Further Buyer prohibits the use of lead hammers and lead "slappers." Seller hereby affirms that individuals under its control are informed of this policy. HAZARDOUS WASTE. If in the performance of services on Buyer's property, Seller generates any hazardous substances, or hazardous wastes, or dangerous or extremely hazardous wastes (hereinafter "Hazardous Substances"), unless specifically directed otherwise by Buyer, these Hazardous Substances will be disposed by Buyer. Immediately upon the generation of such Hazardous Substances, the Seller shall advise the using organization's environmental control office. The Seller is hereby directed to coordinate with the using organization's environmental control office to properly package and manage these Hazardous Substances. Seller is further obligated to transport the Hazardous Substances, if so directed by the environmental control representative, to the proper "on-site" storage location for eventual disposal by Buyer. Should the Seller leave any Hazardous Substances improperly packaged, or abandoned, Seller shall be liable for all fines and/or expenses associated with (1) the improper storage or abandonment; (2) repackaging to comply with applicable federal, state, and local laws; and (3) the remediation of any contamination caused by such improper packaging or such abandonment. For purposes of this agreement, the definitions of the terms "hazardous substance," "hazardous waste," "dangerous or extremely hazardous wastes," shall be those used in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601 et seq.; The Resource Conservation Recovery Act, 42 U.S.C., 6901 et seq., and its applicable state law equivalent; and/or the Washington State Model Toxics Control Act if this purchase order is performed in the State of Washington. 15. 16. 17. 18. 19. 20. TOXIC CHEMICAL RELEASE REPORTING. FAR 52.223-14, "Toxic Chemical Release Reporting," is, except for paragraph (e), incorporated by reference. "Contracting Officer" in paragraph (d) means Buyer. PRODUCTS MANUFACTURED WITH OZONE DEPLETING SUBSTANCES. The item(s) to be delivered under this contract may be manufactured using Class I ozone depleting substances and the following warning statement shall apply to such item(s): 21. -8- WARNING: Manufactured with CFC-11, 12, 13, 111, 112, 113, 114, 115, 211, 212, 213, 214, 215, 216, 217, Halons 1211, 1301, 2402, Carbon Tetrachloride or Methyl Chloroform substances which harm public health and environment by destroying ozone in the upper atmosphere. 22. PRODUCTS CONTAINING OZONE DEPLETING SUBSTANCES. The item(s) to be delivered under this contract may contain a Class I ozone depleting substance and the following warning statement shall apply to such item(s): WARNING: Contains CFC-11, 12, 13, 111, 112, 113, 114, 115, 211, 212, 213, 214, 215, 216, 217, Halons 1211, 1301, 2402, Carbon Tetrachloride or Methyl Chloroform substances which harm public health and environment by destroying ozone in the upper atmosphere. 23. LABELING REQUIREMENTS. It is agreed that the above warning statement satisfies the requirements of the Clean Air Act Amendments of 1990 (Section 611), Title 40 CFR Part 82. Accordingly, no method of marking or tagging items shall be used unless the item is a chemical or chemical compound. PRODUCTS MADE WITH OR CONTAINING OZONE DEPLETING SUBSTANCES FOREIGN SUPPLIERS. The product(s) to be delivered under this contract may contain or may be manufactured with ozone depleting substances. The Seller shall include with each of its bills of lading the following statement: You are hereby advised that items to be delivered under Purchase Contract _________: May be manufactured with an ozone depleting substance and the following warning statement shall apply to such item(s): WARNING: Manufactured with (state which of the following substances apply: CFC-11, 12, 13, 111, 112, 113, 114, 115, 211, 212, 213, 214, 215, 216, 217, Halons 1211, 1301, 2402, Carbon Tetrachloride or Methyl Chloroform) substances which harm public health and environment by destroying ozone in the upper atmosphere. May contain an ozone depleting substance and the following warning statement shall apply to such item(s): WARNING: Contains (state which of the following substances apply: CFC-11, 12, 13, 111, 112, 113, 114, 115, 211, 212, 213, 214, 215, 216, 217, Halons 1211, 1301, 2402, Carbon Tetrachloride or Methyl Chloroform) substances which harm public health and environment by destroying ozone in the upper atmosphere. 24. -9- C. GOVERNMENT PROPERTY 1. GOVERNMENT PROPERTY. The clause set forth in FAR 52.245-2, "Government Property - Fixed Price Contract", is incorporated by reference. RENT FREE USE. Having determined that provisions of FAR 45.402, as applicable, have been complied with, Seller is authorized to use that Government-owned production and research property in Seller's possession which is identified herein, or authorized under Seller's Facilities Contract(s) with the Government, identified elsewhere herein, in the performance of this contract, free from any rental payment to the Government. Such rent-free use is only authorized subject to the terms and conditions of Seller's Facilities Contract(s) or other instrument under which the property is accountable. Seller agrees that it will not directly or indirectly, through overhead charges or otherwise, include in the price of this contract or seek reimbursement under this contract for any rental charge paid by the Seller for the use on other contracts of any Government-owned production and research property referred to herein. If the Government-owned property provided to Seller hereunder on a no-charge basis is increased or decreased or does not remain available during the performance of this contract, or if any change is made to the terms and conditions under which it is made available, such equitable adjustments as may be appropriate shall be made in the terms of this contract, unless such increase or decrease was contemplated in the establishment of the contract price. This contract shall bear the risk of loss, damage or destruction of all property in use, pursuant to this provision, in the performance of this contract. 3. 4. RESERVED PROPERTY OWNERSHIP. All property as defined in D950-10075-1 covered by this contract shall, upon acquisition or manufacture by Seller and before the same are used, become the property of the Buyer and shall be subject to the provisions of document D950-10075-1. In the event of a conflict between D950-10075-1 and any other provisions of this contract, the other provisions of this contract shall govern. SPECIAL TOOLING CLAUSE. The clause set forth in DAR 7-104.25, "Special Tooling", is incorporated by reference, except that: paragraphs (c) and (h) shall be modified by Document D950-10075-1, "Subcontractor-Held Government Property", if said Document is called out in this contract; the words "Contracting Officer" in subparagraph (c) means "Buyer" and "Government" in subparagraphs (f)(i), (iii) and (iv) is altered to mean "Buyer or the Government", and paragraph (j) is revised to read as follows: "The Seller agrees that, in placing any subcontracts or purchase orders under this contract which involve the use of special tooling, the full cost of which is charged to such subcontract or purchase order he will include therein appropriate provisions to obtain rights comparable to those granted to Buyer and the Government by this clause, unless Buyer in conjunction with Buyer's Contracting Officer, determines, upon the Seller's request, that with respect to any subcontract, purchase order or class thereof, such rights are not of substantial interest to Buyer or the Government. The Seller further agrees that he will exercise any such rights for the benefit of Buyer and the Government, as the Buyer may direct". SPECIAL TEST EQUIPMENT CLAUSE. The clause set forth in DAR 7-104.26, "Special Test Equipment", is incorporated by reference, except that "thirty (30) days" in paragraphs (b) and (c) is changed to "sixty (60) days"; the words "Buyer or" are inserted before the words "...the Government shall not be obligated..." in paragraph (c); and the 2. 5. 6. -10- following provision is added to the end of paragraph (b): "Notification required by this clause shall contain the following information for each item of special test equipment or components thereof: (i) a list of alternate items that could be used; (ii) estimated cost; (iii) function; (iv) technical justification for this item; and (v) date item is required (if this date is within sixty (60) days of the date of the notification, give reason for the late notice)". 7. 8. RESERVED SPECIAL TOOLING/SPECIAL TEST EQUIPMENT LISTS. If, during the performance of this contract, it is necessary to acquire additional special tooling/special test equipment in the implementation of any change authorized pursuant to the clause of this contract entitled "Changes", the equitable adjustment contemplated by said "Changes" clause shall include only the cost of any tooling/test equipment that meets the definition set forth in FAR 45.101 except to the extent specified in FAR 31.205-40. Therefore, the Seller shall submit to the Buyer, separate lists, one for all special tools (except jigs, dies, fixtures, molds, patterns, and special taps) and one for all special test equipment required for any such contemplated or authorized change, no later than concurrently with the submission of his firm price proposal for an equitable adjustment (increase or decrease) contemplated by the "Changes" clause. The itemized list(s) shall include: (1) manufacturer's name, (2) general nomenclature and description of size, capacity, and function including breakout of major components, (3) estimated delivery cost, and (4) any special characteristics deemed pertinent to the classification of the item, including those reasons that support the Seller's contention that the items are in fact "special" and that the use of such tooling/test equipment is limited to the development, production and/or testing of the particular supplies or parts thereof or in the performance of the particular services. RESERVED RESERVED INVOICES FOR PROPERTY FABRICATED OR REWORKED. Invoices submitted for tooling fabricated or reworked under this contract must be accompanied by Accountable Property Lists in accordance with document D950-10075-1, "Subcontractor-Held Government Property". PROPERTY ACCOUNTABILITY CONTRACT. Promptly upon completion of fabrication, received or procurement of Government property, Buyer will enter a separate no cost Property Accountability Contract (PAC) to account for active property retained by Seller. This property will be controlled in accordance with Boeing document D950-10075-1, "Subcontractor-Held Government Property", and Form DF 4401-63, "Terms and Conditions Applicable to Property Accountability Contract". SPECIAL TOOLING (PRE 12/89). The clause set forth in FAR 52.245-17, "Special Tooling", is incorporated by reference except that: paragraphs (c), (h) and (i) thereof shall be modified by Document D950-10075-1, "Subcontractor-Held Government Property", if said Document is called out in this contract; the term "Contracting Officer" in paragraphs (c), (d) and (h) means "Buyer" and "Government" in paragraphs (i)(1), (2) and (3) means "Buyer or the Government"; and paragraph (k) is revised to read as follows: "The Seller agrees that, in placing any subcontracts or purchase orders under 9. 10. 11. 12. 13. -11- this contract which involve the use of special tooling, the full cost of which is charged to such subcontract or purchase order he will include appropriate provisions to obtain rights comparable to those granted to Buyer and the Government by this clause, unless Buyer in conjunction with Buyer's Contracting Officer, determines, upon the Seller's written request, that such rights are not of substantial interest to Buyer or the Government. The Seller further agrees that he will exercise any such rights for the benefit of Buyer and the Government, as the Buyer may direct". 14. SPECIAL TEST EQUIPMENT. The clause set forth in FAR 52.245-18, "Special Test Equipment", is incorporated by reference, except that "thirty (30) days" in paragraphs (b) and (c) is changed to "sixty (60) days"; the words "Buyer or" are inserted before the words "...the Government shall not be obligated..." in paragraph (c); and the following provision is added to the end of paragraph (b): "Notification required by this clause shall contain the following information for each item of special test equipment or components thereof: (i) a list of alternate items that could be used; (ii) estimated cost; (iii) function; (iv) technical justification for this item; and (v) date item is required (if this date is within sixty (60) days of the date of the notification, give reason for the late notice)". ALTERNATE RISK OF LOSS-FIXED PRICE CONTRACTS. Alternate 1 of FAR 52.245-2, "Government Property (Fixed Price Contracts)", is incorporated by reference. "Contractor" shall mean Seller. ALTERNATE RISK OF LOSS-COST CONTRACTS. Notwithstanding paragraph (g) of the "Government Property" clause of the General Provisions hereof, Seller's risk of loss or destruction of or damage to Government-furnished property shall be as set forth in paragraph (g) of FAR 52.245-5, "Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts)," which paragraph is incorporated by reference. "Contractor" shall mean Seller. GOVERNMENT PROPERTY (TIME-AND-MATERIAL CONTRACTS). The clause set forth in FAR 52.245-5, "Government Property (Cost Reimbursement, Time and Material, and Labor Hour Contract(s)," is incorporated by reference. "Contractor" shall mean Seller. Paragraph (g) is revised to read as follows: "(g) Risk of Loss. Seller, upon delivery to it or acquisition by it of any Government property, assumes the risk of and shall be responsible for all loss thereof or damages thereto. When such property is no longer needed for the performance hereof, or at such other time as may be directed by the Buyer pursuant to paragraph (i) of this clause, Seller shall return such property to the Buyer or the Government, as applicable, in as good condition as when received, except for reasonable wear and tear, and except for such property as has been reasonably consumed in the performance of work hereunder." 18. ALTERNATE RISK OF LOSS-TIME-AND-MATERIAL CONTRACTS. The clause set forth in FAR 52.245-5, "Government Property (Cost Reimbursement, Time and Material, and Labor Hour Contracts)", is incorporated by reference. "Contractor" shall mean Seller. 15. 16. 17. -12- 19. SPECIAL TOOLING (POST 12/89). The clause set forth in FAR 52.245-17, "Special Tooling", is incorporated by reference except that: "Government" means "Government and the Buyer" in paragraphs (d)(1), (d)(3) and (m); "Contracting Officer" shall mean Buyer except in paragraph (e); paragraphs (i) and (j) shall be modified by Document D950-10075-1, "Control of Supplier-Held Special Tooling and Special Test Equipment", if said document is called out in this contract; and paragraph (n) is revised to read as follows: "The Seller agrees that, in placing any subcontracts or purchase orders under this contract which involve the use of special tooling, the full cost of which is charged to such subcontract or purchase order he will include therein appropriate provisions to obtain rights comparable to those granted to Buyer and the Government by this clause, unless Buyer in conjunction with Buyer's Contracting Officer, determines, upon the Seller's request, that with respect to any subcontract, purchase order or class thereof, such rights are not of substantial interest to Buyer or the Government. The Seller further agrees that he will exercise any such rights for the benefit of Buyer and the Government, as the Buyer may direct." D. WORK ON GOVERNMENT PREMISES 1. BASE SUPPORT. Insofar as possible, Seller shall avoid incurring direct or indirect costs involving the duplication of work, or support capacity available at or through any Government installation involved in the performance of this contract. Therefore, Seller agrees to utilize or cause to be utilized all available Government or Government-controlled working space, equipment, supplies, materials, services, or other support (including communication services) at or available through any Government installation or office where work under this contract is performed. Unless otherwise stipulated in this contract, such items will be made available in reasonable amounts on a no-charge-for-use basis, and the value thereof shall be part of the consideration for this contract. Seller shall report to Buyer any inadequacies or nonavailability to items contemplated hereby, together with a recommended plan for obtaining the requested items, and Buyer shall determine the validity and extent of the requirement and the manner in which any approved requirement will be filled ( as by purchase, rental, lease or otherwise). Seller shall neither purchase nor otherwise furnish any requirement covered by this clause, nor authorize others to do so, without written approval of Buyer as to the terms of the proposed purchase or other arrangement. Items of a capital nature shall not be purchased under authority of this clause. 2. PERFORMANCE OF WORK ON GOVERNMENT PREMISES. Any work under this contract which is performed by Seller or any of its subcontractors on premises under Government control is subject to all provisions of this contract governing such work and to the following: A. All Seller and subcontractor personnel shall at all times conspicuously display a distinctive badge provided by Seller, identifying such personnel as employees of Seller and shall observe and otherwise be subject to such security regulations as are in effect for the particular premises involved. -13- B. Except as may be otherwise specified in this contract, Seller shall furnish all supplies, material and equipment required for the work to be performed. C. Seller shall provide direct supervision of its own employees but shall not supervise or accept supervision from any Government personnel. D. Seller shall designate to Buyer in writing an on-the-premises representative to serve as point of contact for Seller with the Contracting Officer or his duly authorized representative. E. Performance of work on Government premises shall be confined to the area(s) specified by the Contracting Officer or his duly authorized representative. 3. SAFETY REQUIREMENTS WHEN GOVERNMENT FACILITIES ARE USED. In performing any work under this contract on premises which are under the direct control of the Government, Seller shall (a) conform to all safety rules and requirements of the Government installation, and (b) take such additional precautions as Buyer may reasonably require for safety and accident prevention purposes. NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY. The clause set forth in Air Force FAR Supplement 5352.204-9000, "Notification of Government Security Activity", is incorporated by reference. 4. E. QUALITY ASSURANCE 1.-10. 11. RESERVED CONTROL OF CHANGES. Seller agrees not to make any change in materials or design details which would affect the part or any component part thereof with regard to (a) part number identification, (b) physical or functional interchangeability, and (c) repair and overhaul procedures and processes and material changes which affect these procedures, without prior approval of Buyer, and without revising the part numbers and the originals of all drawings or data affected by the change. Copies of the revised drawings or data shall be forwarded to Buyer. Seller further agrees to insert this clause in all subcontracts for supplier identified purchased equipment whether such equipment is supplied to Seller as an end item or as a component part of an end item. 12. 13. RESERVED PURCHASE CONTRACT COPIES. Seller shall provide a copy of this purchase contract to the Buyer's Quality representative serving their plant upon request of that representative. RAW MATERIAL TEST DATA SHEETS. Each shipment of items shall be accompanied by two (2) copies of the actual test data sheet for each part number, lot, batch, or heat as applicable. Test data sheets shall reference this purchase contract number, Buyer's and manufacturer's part number, including dash number and revision letter, nomenclature and applicable specification, and shall reflect the actual chemical and physical test results representative of the articles. Duplicate test data sheets shall be air mailed to Buyer at time of shipment. 14. -14- 15. FUNCTIONAL ITEMS-TEST DATA SHEETS. Each shipment shall be accompanied by a copy of the test data sheet consisting of: title, manufacturer's name, and in upper right-hand corner the manufacturer's part number, serial numbers for items ordered to Boeing part numbers, purchase contract number, and the Boeing part number, when applicable. Test data displaying required test values, and actual test values attained shall be included when required. Duplicate test data sheets shall be air mailed to Buyer at time of shipment. 16.-23. RESERVED 24. GOVERNMENT SOURCE INSPECTION. Government inspection is required prior to shipment from your plant. Upon receipt of this contract, promptly notify and furnish a copy to the Government representative normally servicing your plant so that Government inspection can be appropriately planned. If a Government representative does not service your plant, contact the nearest District Administration Services Office (DCASO). If you cannot locate the DCASO, notify Buyer immediately. GOVERNMENT INSPECTION. During performance on this contract, your quality control or inspection system and manufacturing processes are subject to review, verification, and analysis by authorized Government Representatives. Government inspection or release of product prior to shipment is not required, unless you are otherwise notified. A copy of this contract will be furnished to your Government representative upon request. MATERIAL CERTIFICATION. Certification stating materials, processes (including applicable inspection processes) and finished items were controlled and tested in accordance with requirements of this contract and applicable specifications and that such records are on file (or that the material used was supplied by Buyer) shall be included with the packing sheet for each shipment. Duplicate copy shall be airmailed to Buyer at time of shipment. RESERVED BUYER INSPECTION. All work under this contract is subject to Buyer inspection and acceptance at source either on a random or 100% basis and at all times (including the period of performance) and places, and in any event, prior to shipment. Upon receipt of this contract, promptly notify Buyer's QA Representative normally servicing your plant and furnish him a copy of the contract so his inspections can be appropriately planned. Contact the Buyer's Quality Control representative 48 hours in advance of the time articles or processes will be ready for Buyer's inspection. BUYER SURVEILLANCE. Work under this contract is subject to Buyer surveillance at Seller's plant. Buyer's Quality Control representative may elect to conduct inspection either on a random basis or to the extent of 100% inspection. Seller will be notified if Buyer inspection is to be conducted on specific shipments. No shipments are to be held for Buyer inspection unless notification is received prior to, or at time of, material being ready for shipment. CORRECTIVE ACTION. Seller shall, on request, on forms designated by Buyer, provide statements of corrective action on failures of Seller's hardware. Corrective action statements, at Buyer's option, may require approval signature by Buyer and Government Quality representatives. All rejected articles resubmitted by Seller to Buyer shall bear adequate identification including reference to Buyer's rejection document. 25. 26. 27. 28. 29. 30. -15- 31.-33. RESERVED. 34. CABLE INSPECTION. Both ends of cable on each reel must be exposed for inspection purposes. PART TRACEABILITY. All electrical/electronic parts shall be traceable to a unique lot. A lot of devices shall consist of a single type, defined by a single part number and lot or date code, produced in a common production run by means of the same production processes, materials, control design and test, and within the same period not exceeding six (6) weeks through final assembly and test. 35. 36.-37. RESERVED 38. ACCEPTANCE TEST. Groups A and B acceptance tests are required for Buyer Standard BAC 3100 item numbers. Groups A and B tests are to be completed in accordance with Buyer Document D2 5415, "Specification for Ground Support Electrical Cable". One copy of test report must accompany each shipment and three copies airmailed to Buyer. F. TECHNICAL DATA/SOFTWARE 1. CONTRACT ITEMS REQUIRING EXPERIMENTAL, DEVELOPMENTAL OR RESEARCH WORK. For purposes of defining the nature of the work and the scope of rights in data, it is agreed that this contract requires the performance of experimental, developmental or research work. This clause does not constitute a determination as to whether any technical data required to be delivered under this contract falls within the definition of limited rights data. TECHNICAL DATA OWNERSHIP. All technical data and all intellectual property rights related to such technical data including, but not limited to, all research and engineering data and designs, engineering and manufacturing drawings, specifications, standards, process information, manuals, technical reports, computer software and related information, first produced and/or resulting from the performance of this contract shall be the sole property of the Buyer. Seller shall not use any such technical data for any purpose, other than the performance of this contract with Buyer, without the express written permission of the Buyer. Original works of authorship created by Seller during performance of this contract are specially ordered by Buyer and are considered "works made for hire" under U.S. copyright law. Buyer shall be deemed the author of such works. If any such work is determined by a court of competent jurisdiction not to be a "work-made for hire," this agreement shall operate as an irrevocable assignment by the author of such work to Buyer of the copyright in the work, including all right, title and interest throughout the world. RESERVED UNLIMITED RIGHTS. In accordance with the requirements of Buyer's contract with the Government Seller agrees that all technical data and computer software to be delivered or subject to delivery under this contract shall be furnished with unlimited rights. 2. 3. 4. -16- 5. PREDETERMINATION OF RIGHTS IN DATA. A. Subject to the provisions of DAR 7-104.9(a)/DFARS 252.227-7013, it is agreed between the parties that, except as provided in paragraph (b) below, all technical data required to be delivered or subject to order under this contract falls within one or more of the nine categories described in paragraph "b.1(i)" through "(ix)" of such clause, and is therefore to be furnished with unlimited rights. B. Seller shall identify ninety (90) days before technical data is to be delivered under this contract the data that, when delivered, may be marked with a restrictive legend of the kind quoted in DAR 7-104.9(a)/DFARS 252.227-7013. The Seller agrees that at the time said data is identified, he will furnish sufficient evidence to support his view that the data which will be so marked comes within the definition of limited rights data. 6. IDENTIFICATION OF LIMITED RIGHTS DATA. Seller will identify specifically in writing to Buyer, prior to Seller acceptance of this contract and any performance thereof, all technical data required to be furnished by Seller which will be marked with a restrictive legend of the "Rights in Technical Data and Computer Software" clause of this contract. Seller further agrees to identify technical data pertaining to design changes which Seller intends to deliver limited rights, contemporaneous with the processing of such design changes. If requested by Buyer, Seller shall provide support for any assertions of limited rights. IDENTIFICATION OF RESTRICTED RIGHTS SOFTWARE. The Offeror is required to identify in his proposal, to the extent feasible, any such computer software which was developed at private expense and upon the use of which it desires to negotiate restrictions, and to state the nature of the proposed restrictions. Any restrictions on the Government's use or disclosure of computer software developed at private expense and to be delivered under the contract must be set forth in an agreement made a part of the contract, either negotiated prior to award or included in a modification of the contract before such delivery. If no such computer software is identified, all deliverable computer software will be subject to unlimited rights. DATA-ASSOCIATE CONTRACTOR. Seller agrees that subject to the other data provisions of this contract, any technical data furnished to Buyer by Seller may be furnished to the associate contractors for this program, identified elsewhere in this contract, for and in connection with this program. LIMITED RIGHTS DATA. When the Seller submits a notice of limited rights in technical data to the Buyer in accordance with DAR 7-104.9(b)/DFARS 252.227-7013, Seller will include the representation required by DFARS 252.227-7013(j) shall be provided. RIGHTS IN DATA - GENERAL. FAR 52.227-14, "Rights in Data - General," is incorporated by reference. RIGHTS IN DATA - GENERAL (NASA). NASA FAR SUPP. 18-52.227-74, "Rights in Data - General," is incorporated by reference. ADDITIONAL DATA REQUIREMENTS. FAR 52.227-16, Additional Data Requirements, is incorporated by reference. 7. 8. 9. 10. 11. 12. -17- 13. TECHNICAL DATA FURNISHED OR DELIVERED WITH RESTRICTIONS. Technical data furnished or delivered by the Seller, including any technical data pertaining to or qualifying as a commercial item, shall be deemed furnished with unlimited rights as defined in DFARS 252.227-7013, unless identified in the Attachment noted below, which may be amended in accordance with DFARS 252.227-7013. Any technical data so identified may be used, reproduced or further disclosed, with restrictions, by the Buyer solely in the performance of Buyer's contract with its customer. Technical data to be furnished or delivered with restrictions is identified in Attachment _____. COMPUTER SOFTWARE FURNISHED OR DELIVERED WITH RESTRICTIONS. Computer software furnished or delivered by the Seller, including any computer software pertaining to or qualifying as a commercial item, shall be deemed furnished or delivered to Buyer and the Government with unlimited rights as defined in DFARS 252.227-7014, unless identified in the Attachment noted below, which may be amended in accordance with DFARS 252.227-7014. Any computer software so identified may be used, reproduced or further disclosed, with restrictions by the Buyer solely in the performance of Buyer's contract with its customer. Computer software to be furnished or delivered with restrictions is identified in Attachment ______. INDEMNIFICATIONS OF THE GOVERNMENT AND BUYER. To the extent such DFARS provisions are included in this contract, "Contractor" shall mean "Seller" and "Government" shall mean "Government and Buyer" in the indemnifications set forth in paragraph (e) of DFARS 252.227-7020, paragraph (c) of DFARS 252.227-7021 and paragraph (c) of DFARS 252.227-7025. The foregoing indemnity provisions were the subject of specific discussion and negotiations between the parties and the terms and conditions of this contract were entered into in consideration of such indemnity provisions. 14. 15. 16. GOVERNMENT RIGHTS IN COMMERCIAL TECHNICAL DATA (a) The Government shall acquire only the technical data customarily provided to the public with a commercial item or process, except in accordance with license terms as may be agreed by the parties, technical data that -(1) Are form, fit, or function data; (2) Are required for repair or maintenance of commercial items or processes, or for the proper installation, operating, or handling of a commercial item, either as a stand alone unit or as a part of a military system, when such data are not customarily provided to commercial users or the data provided to commercial users is not sufficient for military purposes; or (3) Describe the modifications made at Government expense to a commercial item or process in order to meet the requirements of a Government solicitation. G. FINANCIAL MANAGEMENT 1. PROGRESS PAYMENTS. The clause set forth in FAR 52.232-16, "Progress Payments", is incorporated by reference. Alternate I shall apply if Seller is a small business. "Government" or "Contracting Officer" shall mean Buyer, except in paragraph -18- (d) where title shall vest in the Government and in paragraph (g) where the terms "Contractor, Government and Contracting Officer" retain their original meaning and the phrases "and Buyer" is added. 2. INCENTIVE PRICE REVISION. Form DF 4401-86 (Rev. 10/84), "Incentive Price Revision (Firm Target)", is incorporated by reference. C/SCS. The clause entitled "Cost/Schedule Control System", set forth in DFARS 252.234-7001, is incorporated by reference, "Contractor" means Seller. LIMITATION OF BUYERS OBLIGATION. (A) Of the total price of this contract the sum set forth in (I) below is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allotted to this contract until the total price of these items is allotted. (B) The Seller agrees to perform or have performed work on the items up to the point at which, in the event of termination of this contract pursuant to the "Termination Convenience" clause of this contract, the total amount payable by the Buyer (including amounts payable in respect of subcontracts and settlement costs) pursuant to paragraph (E) of the clause would, in the exercise of reasonable judgment by the Seller, approximate the total amount at the time allotted to the contract. The Seller will not be obligated to continue performance of the work beyond that point. The Buyer will not be obligated in any event to pay or reimburse the Seller in excess of the amount from time to time allotted to the contract, regardless of anything to the contrary in the "Termination Convenience" clause of this contract. (C) It is contemplated that the funds presently allotted to this contract will cover the work to be performed, as limited by the provisions of (b) above until the date set forth in (I) below. If funds allotted are considered by the Seller to be inadequate to cover the work to be performed until the above date or an agreed substitute date, the contractor will notify the Buyer in writing when, within the next 30 days, the work will reach a point at which, in the event of termination of this contract pursuant to the "Termination Convenience" clause of this contract, the total amount payable by the Buyer (including amount payable in respect of subcontracts and settlement costs), will approximate 85 percent of the total amount then allotted to the contract. The notice will state (i) the estimated date when that point will be reached and (ii) the estimated amount of additional funds required to continue performance to the above date or an agreed substitute date, advise the Buyer in writing as to the estimated amount of additional funds which will be required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties. If after such latter notification, additional funds are not allotted by the date above written, or by an agreed substitute date, the Buyer will, upon written request of the Seller, terminate this contract on that date or the date set forth in the request, whichever is later, pursuant to the provisions of the "Termination - Convenience" clause of this contract. (D) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties will agree as to the applicable period of contract performance which will be covered by the funds. The provisions of (B) and (C) above will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be amended accordingly. 3. 4. -19- (E) If the Seller incurs additional costs or is delayed in the performance of the work under this contract solely by reason of failure of the Buyer to allot additional funds in amounts sufficient for timely performance of this contract, and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items or in the time of delivery or both. (F) The Buyer may at any time prior to termination and, with the consent of the Seller, after notice of termination allot additional funds for this contract. (G) The provisions of this clause with respect to termination will not be deemed to limit the rights of the Buyer under the clause entitled, "Cancellation - Default." The provisions of this clause are limited to the work on and allotment of funds for the items set forth in (A) above. This clause will become inoperative upon the allotment of funds for the total price of the work except for rights and obligations then existing under this clause. (H) Nothing in this clause affects the right of the Buyer to terminate this contract pursuant to the "Termination - Convenience" clause of this contract. (I) The sum allotted and the contemplated date through which such funds will cover work to be performed are set forth elsewhere in this contract. 5. 6. RESERVED APPLICATION OF COST ACCOUNTING STANDARDS. FAR 52.230-2, "Cost Accounting Standards," is, except for paragraph (b), incorporated by reference. "Contractor" shall mean Seller. Seller shall reimburse the Buyer any amount by which THIS contract is determined by the Government to have been overpriced because of Seller's or Seller's subcontractor's failure to comply with applicable Cost Accounting Standards, Rules or Regulations. FAR 52.230-5, "Administration of Cost Accounting Standards," is also incorporated by reference. Seller shall submit the information required by paragraph (e)(2) and provide a copy of the transmittal letter to the Buyer, or submit a statement to the Buyer stating that the required information was transmitted to the Government. DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES. FAR 52.230-3, "Disclosure and Consistency of Cost Accounting Practices," is, except for paragraph (b), incorporated by reference. "Contractor" shall mean Seller. Seller shall reimburse the Buyer any amount by which this contract is determined by the Government to have been overpriced because of Seller's or Seller's subcontractors failure to comply with applicable Cost Accounting Standards, Rules and Regulations. FAR 52.230-5, "Administration of Cost Accounting Standards," is also incorporated by reference. Seller shall submit the information required by paragraph (e)(2) and provide a copy of the transmittal letter to the Buyer, or submit a statement to the Buyer stating that the required information was transmitted to the Government. AUDIT RIGHTS. For the purpose of evaluating Seller's incurred costs with respect to Seller's invoices for cost reimbursement, progress payments, Seller's claim(s) arising out of a termination or partial termination of this contract, and Seller's proposals for incentive price revisions or elements of Seller's change proposals which involve unique claims 7. 8. -20- (e.g., obsolescence costs) which must be verified by audit, Seller agrees that Buyer or any of its duly authorized representatives shall have access to and the right to audit any directly pertinent books, documents, papers, and records which support direct and indirect costs. 9. UNIT/TOTAL PRICES. The unit price(s) listed within this contract are shown for administrative purposes only and the total contract price is conditioned upon total contract performance. REPAIR CHARGES. If total repair charge will not exceed price shown on this contract, Seller is authorized to restore unit to its original configuration and specification requirements. If repair charge will exceed stated price, Seller must contact Buyer before proceeding with repair, at which time this contract will be canceled at no charge, or the stated price will be adjusted. Upon completion of repair, Seller shall furnish Buyer a detailed breakdown of labor and material costs incurred. All repair charges are subject to final approval by Buyer. LABOR DISPUTES. Notwithstanding any other provision of this contract, Buyer shall not pay Seller for any cost, rate, or expense, including travel and per diem expenses, specified hereunder for any day Seller's employees do not perform their services as a result of any strike, picket line, or other labor disturbance unless (i) the strike, picket line or other labor disturbance is against Buyer and precludes Seller's employees from gaining access to Buyer's premises without risk of bodily harm, (ii) Seller promptly gives verbal notice of such a situation to Buyer and confirms this notice in writing within one day, and (iii) Buyer cannot within a reasonable time provide Seller's employees with adequate protection against bodily harm for the day covered by such notice. PRICING OF PRESERVATION AND PACKAGING. Seller shall submit price and plan at earliest possible date for preservation and packaging. The price must be negotiated and accepted by Buyer and incorporated by a change to this contract prior to submittal of invoices. INVOICING. All invoices shall reference this purchase contract number and item number, and shall be submitted in quadruplicate to Boeing Defense & Space Group, P.O. Box 34113, Seattle, Washington, 98124-1113, Attention: Supplier Accounting, and where applicable shall bear a certification similar to the following: "Seller certifies that the foregoing is a true and correct statement of the number of (hours), (days) worked and costs incurred in performance of work to Purchase Contract Number during the period covered by this invoice" 14. 15. 16. RESERVED RESERVED EXAMINATION OF PROPOSED COSTS. For the purpose of evaluating Seller's proposed costs with respect to proposals, change proposals, and proposals for follow-on procurement, Seller agrees that Buyer or any of its duly authorized representatives may subject such proposals or reports and related financial data to analysis type examination at Seller's facility. For such purposes, Seller shall make available all data supporting direct and indirect costs. 10. 11. 12. 13. -21- 17. PAYROLLS AND BASIC PAYROLL RECORDS. (A) The Seller or subcontractor shall maintain payroll and basic payroll records during the course of contract work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. (B) The records to be maintained under paragraph (A) of this clause shall be made available by the Seller or subcontractor for inspection, copying or transcription by authorized representatives of the Contracting Officer or the Department of Labor. The Seller or subcontractor will permit such representatives to interview employees during working hours on the job. (C) The Seller shall insert paragraphs (A) through (C) of this clause in all subcontracts, and shall require their inclusion in all subcontracts of any tier. 18. 19. RESERVED PRICING OF ADJUSTMENTS. DFARS 252.243-7001, "Pricing of Adjustments", is incorporated by reference. INTEGRITY OF UNIT PRICES. FAR 52.215-26, "Integrity of Unit Prices," excluding paragraph (c), is incorporated by reference. COST OR PRICING DATA - MODIFICATIONS. The clause of this contract entitled "Truth in Negotiations Act" is revised by deleting "FAR 52.215-22 and 52.215-24" and substituting "FAR 52.215-23 and 52.215-25" in lieu thereof. FINANCIAL REPORTING OF GOVERNMENT-OWNED CONTRACTOR-HELD PROPERTY, ALT II. A. The Seller shall prepare and submit annually a NASA Form 1018, Report of Government-Owned/Contractor-Held Property, in accordance with the instructions on the form and Subsection 18-45.505-14 of the NASA FAR Supplement, except the reporting of Space hardware shall be required only upon the written direction of the Buyer identifying the specific project items to be reported. The original and three copies of NASA Form 1018 shall be submitted to Buyer's Materiel Representative. The annual reporting period shall be from October 1 of each year to September 30 of the following year. The report shall be submitted by October 15. 20. 21. 22. B. C. 23.-24. RESERVED 25. TERMINATION OF DEFINED BENEFIT PENSION PLANS. FAR 52.215-27, "Termination of Defined Benefit Pension Plans," is incorporated by reference. "Contracting Officer" shall mean Buyer and the Seller's cognizant Administrative Contracting Officer. -22- 26. POST-RETIREMENT BENEFIT PLANS. FAR 52.215-39, "Reversion or Adjustment of Plans for Post retirement Benefits other than Pensions," is incorporated by reference. PROGRESS PAYMENTS FOR UNDEFINITIZED CONTRACTS. The "Progress Payments" clause incorporated by reference is amended by adding the following: "(l) Progress payments made under this undefinitized contract shall, unless previously liquidated under paragraph (b), be liquidated under the following procedures: (1) If this undefinitized contract is superseded by a definitive contract, unliquidated progress payments made under this undefinitized contract shall be liquidated by deducting the amount from the first progress or other payments made under the definitive contract. (2) If this undefinitized contract is not superseded by a definitive contract calling for the furnishing of all or part of the articles or services covered under the undefinitized contract, unliquidated progress payments made under the undefinitized contract shall be liquidated by deduction from the amount payable under the Termination clause. (3) If this undefinitized contract is partly terminated and partly superseded by a contract, the Buyer shall allocate the unliquidated progress payments to the terminated and unterminated portions as the Buyer deems equitable, and shall liquidate each portion under the relevant procedure in subparagraphs (1) and (2) above. (4) If the method of liquidating progress payments provided above does not result in full liquidation, the Seller shall immediately pay the unliquidated balance to the Buyer on demand. (m) The amount of unliquidated progress payments shall not exceed is set forth elsewhere in this contract." 27. 28. SUPPLIER PROGRESS PAYMENT GUIDE. Form DF4400-70, "Supplier Progress Payment Guide, Revision 3/94," is incorporated herein by reference. FLEXIBLE PROGRESS PAYMENTS. DFARS 252.232-7003, "Flexible Progress Payments," is incorporated herein by reference. "Contractor" means Seller and "Government" means Buyer. The progress payment rate and date of the DoD Cash Flow Computer Model are set forth elsewhere in this contract. TRAVEL COST ALLOWABILITY. Seller agrees that the direct costs of Seller personnel travel, if any, in excess of those considered allowable under FAR 31.205-46 shall be unallowable under this contract. 29. 30. H. SECURITY 1. DD FORM 254. This contract is subject to the security requirements prescribed in the DD Form 254. "Contract Security Classification Specification". CLASSIFIED MATERIAL. Subcontractors awarding second-tier subcontracts which involve classified material or the handling of classified information will prepare second-tier DD Forms 254 in accordance with the Industrial Security Manual and will forward the 2. -23- completed DD Forms 254 through the Boeing Materiel Organization issuing this contract for review and Government Contracting Officer approval. The Boeing Materiel Organization will obtain Government Contracting Officer approval and furnish copies of approved DD Forms 254 to the subcontractor. 3. COMSEC SECURITY. When contract performance is required on a military installation, Seller shall, in addition to the requirements set forth in the DOD Industrial Security Manual (DOD Directive 5220.22M) and the Cryptograph Supplement to the DOD Industrial Security Manual (DOD Directive 5220.22S), comply with the written instructions of the installation commander regarding communications security (COMSEC) matters. SECURITY RELEASE OF PUBLICITY. Seller shall comply with Form DF 4400-518 (Orig. 9/74), "Department of Defense Public Information Security Guidance Number 16", which is incorporated by reference. SHARED-TIME COMPUTER FACILITIES. In the event that Seller intends to utilize computer facilities on a shared-time basis with any other facilities or to lease time on computer facilities other than those which he may possess in his own secure facility and it is intended by Seller to utilize such computer facilities for the processing, storing, or otherwise handling of classified material furnished by Buyer or generated under this contract, Seller must furnish Buyer with written authorization from their cognizant Government security office approving the utilization of designated computer facility on a shared time basis or approval of proposed leased computer facilities. These provisions shall also apply to computer facility arrangements between Seller and Buyer. 4. 5. I. TAXES 1. Buyer warrants: (i) that title to items purchased hereunder shall pass to and vest in the United States Government upon delivery by Seller under the terms of the Buyer's Government contract or (ii) that the items are purchased for resale, and that state and local sales and use taxes are not applicable to this purchase; or that the taxing authority has authorized Buyer to purchase items without payment of sales or use taxes to Seller. Buyer's authorization or registration numbers for sales and use taxes are: STATE Alabama California Colorado Connecticut Dist. of Col. Florida Georgia Hawaii Illinois Indiana Kansas Kentucky Louisiana Maryland Massachusetts Michigan Minnesota Missouri REGISTRATION NO. Reg. A Permit No. 103 SS-OH-30-001106 80-04609-0000 3001070-000 9270-75833-01 78-45-007177-63 067-69-08263-3 10006656 0375-3239 003672425-001-8 10020327 098857 0347518-001W 02242329 910-425-694-02 91-042-56-94 9060204 10536833 STATE Nebraska Nevada New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Pennsylvania South Dakota Tennessee Texas Utah Virginia Washington Wisconsin Wyoming REGISTRATION NO. 01-3072142 0170-736-01 16 95 T-910-425-694/001 01-088668-00 91-0425694C 901 9 101 48209 28031-00 97-119379 034115 99-53283-1 53-021933-UT-1 2-910425694-002-6 1-91-425694-6 90983 000-244516-6 C178-005-030 UTO9367 25000752 -24- 2. 3. For heating use, not subject to Federal Excise Tax. Exempt from Federal Excise Tax which will be paid by Buyer directly to the Government if material is used for a taxable purpose. Exempt from Federal Excise Tax; exemption certificate attached. For further manufacture-exempt from Federal Manufacturers Excise Tax, Registry No. 91-73-0112A. Louisiana Sales Tax Exemption Certificate LST-100-1A (X5-3200-38) is attached. DUTY-FREE ENTRY QUALIFYING COUNTRY END PRODUCTS. The clause set forth in DFARS 52.225-7008, "Duty-Free Entry -- Qualifying Country End Products and Supplies," is incorporated by reference. DUTY-FREE ENTRY -- ADDITIONAL PROVISIONS. DFARS 252.225-7014, "Duty-Free Entry-- Additional Provisions", is incorporated by reference. DUTY-FREE ENTRY--ADDITIONAL PROVISIONS. DFARS 252.225-7010, "Duty-Free Entry--Additional Provisions," is incorporated by reference. DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS. DFARS 252.225-7009, "Duty-Free Entry--Qualifying Country End Products and Supplies," is incorporated by reference. 4. 5. 6. 7. 8. 9. 10. J. WARRANTIES 1. DATA WARRANTY. The "Warranty of Data" clause set forth in DAR 7-104.9(o)(1)/DFARS 252.246-7001 is incorporated by reference, "Government" and "Contracting Officer" means Buyer. K. CHANGES 1. CHANGES CLAUSE CLAIM PERIOD. The "Changes" clause of this contract is revised by changing the number of days set forth therein from thirty (30) to twenty-five (25). ADJUSTMENT LIMITATIONS. Any Seller change proposal shall include a "not to exceed" price and delivery adjustment, or a "not less than" price and delivery adjustment, as applicable, acceptable to Seller in the event Buyer subsequently orders such change. The change shall be evaluated on the basis of such amounts and if ordered, the equitable adjustment shall not exceed such amounts. PRICING OF CHANGES. The negotiated price for any change will neither exceed the amount initially proposed by Seller as an increase for the change nor be less than the amount initially proposed by Seller as a decrease for the change. OPTION ADJUSTMENTS. In addition to other requirements of the "Changes" clause of this contract, each change proposal submitted pursuant to such clause shall include Seller's proposal for adjustment of the prices set forth in the "Options" clause of this contract. If Buyer orders or accepts such change, the contract price and the contract option prices shall be adjusted accordingly. 2. 3. 4. -25- 5. TESTABILITY. Seller submittal of any Class II Engineering Changes shall include the following statement, to which Seller shall be bound: "This change does not affect the testability of this contract item or its components". ADDITIONAL ITEMS. For the considerations contained in this contract, Seller agrees to retain the capability to sell and deliver to Buyer or Buyer's customer(s), and shall sell and deliver to Buyer or Buyer's customer(s) upon request of any of them, such additional quantities of the end items of this contract (as these items may be modified during the performance period of this contract), as well as similar versions of these items, at such price(s) and schedule(s) as in good faith may be mutually agreed upon by Seller and either Buyer or Buyer's customer(s) with due regard for the needs of Buyer's customer(s) and upon those other terms as are mutually agreed upon but which are not less favorable to Buyer and Buyer's customer(s) than those contained in this contract. CHANGE ORDER ACCOUNTING. For every change or series of related changes, Seller shall maintain separate accounts by job order or other suitable accounting procedure of all incurred segregable, direct costs (less allocable credits), of work, both changed, and not changed, allocable to the change. Such accounts shall be maintained until the parties hereto have unconditionally agreed upon an equitable adjustment for such change. 6. 7. L. INSURANCE 1. INSURANCE REQUIREMENTS (A) Seller shall procure and maintain during the entire period of its performance under this contract the minimum insurance indicated below: The indication of minimum insurance coverage limits does not act in any way to limit the liability of the supplier. TYPE Worker's Compensation Employer's Liability Comprehensive General Liability including contractual Bodily Injury Property Damage or Combined Single Limit Bodily AMOUNT Statutory Limits $500,000 $1,000,000 each occurrence $1,000,000 each occurrence $1,000,000 Injury and Property Damage Comprehensive Automobile Liability Bodily Injury $1,000,000 per person or per accident -26- Property Damage or $1,000,000 combined single limit bodily injury and property damage. $1,000,000 per accident (B) Prior to the commencement of work hereunder, Seller shall furnish to Buyer a certificate of the above required insurance. The policies evidencing required insurance shall contain an endorsement to the effect that cancellations or any material change in the policies adversely affecting the interests of the Buyer or Government in such insurance shall not be effective until 30 days after written notice thereof to the Buyer. (C) Seller agrees to insert the substance of this clause, including this paragraph C., in all subcontracts hereunder, which involve work on premises of the Buyer or the Government. The Seller shall maintain a copy of all subcontractor's proofs of insurance, and shall make copies available to the Contracting Officer upon request. 2. WORKER'S COMPENSATION. Seller shall cover or insure all of its employees performing services under this contract in compliance with the applicable laws relating to worker's compensation or employer's liability insurance. M. PACKAGING, MARKING AND SHIPPING 1. ROCKET MOTOR SHIPMENTS. Authorization to ship shall be obtained in accordance with procedures specified in AFLCR 800-29, AFSCR 800-29, DARCOM R 700-103, NAVMATINST 4030.11, or DLAR 4145.37, "Policies and Procedures for Hazardous Material Package Certification." Required data package shall be submitted to Buyer for endorsement and transmittal to cognizant DOD agency. COMPRESSED GAS CYLINDERS. Mark compressed gas cylinders in accordance with American National Standard Z48.1. Compressed gas cylinder valve outlets shall conform to American Standard B57-1, "Compressed Gas Cylinder Valve Outlet and Inlet Connections." DD250 UTILIZATION. Seller shall make shipment on this contract on DD Form 250 direct to a Government agency in accordance with Boeing Document D180-10230-1, "Suppliers' Direct Ship Instructions". Supplemental information for shipping destination and for preparation and distribution of the Form DD 250 will be furnished separately. PART NUMBER IDENTIFICATION. Part number identification on the packing sheets must agree with part number on this contract or notify the Buyer whose name appears on the face of this purchase contract. PACKING SLIP CONTENTS. Seller shall list manuals, drawings, catalog sheets, or other required data and documentation as a separate item on all packing slips and invoices. LATEST CHANGE/DRAWING LEVEL. Seller will certify, on packing slips, the latest change or drawing level of all hardware furnished under this contract. 2. 3. 4. 5. 6. -27- 7. RETURNABLE REELS. Seller will provide material on no charge, nonreturnable reels or spools. INDIVIDUAL PACKAGING. Items are to be individually packaged in sealed envelopes with label showing cure date, part number and manufacturer's name. Each assembly must be identified with the cure date of the oldest rubber component contained therein as prescribed in ANA Bulletin 438C. SHIPMENT IDENTIFICATION. Seller will identify each shipping container with both FRAGILE and MEASLES labels, the latter to be furnished by Buyer. Labels are to be applied to the top and one side of each box. Packing Sheets, Functional Test Data Sheets, and Inspection Data are to be placed in a waterproof envelope adjacent to the top label. IDENTIFICATION OF HAZARDOUS MATERIAL. Seller shall package, label, and mark all hazardous materials for shipment by common carrier (authorized to handle such material) in accordance with current published issues of tariffs and regulations reflecting 49 Code of Federal Regulation Articles 171-179, or AFM 71-4, TM 38-205, NAVSUP PUB 505, DLAM 4145.3 or MCO-P 4030.19. Seller shall also label chemical products in conformance with the current Precautionary Labeling of Industrial Chemicals (ANSI Z129.1). In addition, the closed cup flash point of flammable and combustible materials and/or percentage concentration of corrosive liquids shall be marked on all interior packages and shipping containers. INDIVIDUAL CONTAINERS. Parts are to be packaged in individual containers bearing the Seller's part number and, if any, the applicable Buyer part number or Military Standard part number. All parts specified by Buyer part number in this contract must be identified by an easily removable adhesive label on each part bearing the Buyer part number. SERIAL NUMBERING. Seller shall identify by serial number each part shipped, and packing sheets shall show list of serial numbers included in the shipment. MIL-STD-129 IDENTIFICATION. Labeling and marking for shipment are to conform with the latest revision of MIL-STD-129. BATCH NUMBERS. This purchase contract number, batch number, and date of manufacture must be shown on all containers. SHIPPING CONTAINER MARKING. Seller shall mark shipping containers with the purchase contract number, unit of measure, and quantity. Material Code Number (if applicable); mark individual packages within shipping container with material description. Material Code Number (if applicable) and quantity per package. BAC 5307 IDENTIFICATION. Material to be identified in accordance with BAC 5307. PART NUMBER IDENTIFICATION. Seller will identify Contact containers with all applicable Manufacturer, Buyer and Military Standard Contact Part Numbers. SPOOL MARKING. Seller shall mark base of each spool, or inside core of each roll, as applicable, with the complete material nomenclature, manufacturer's name, and date of manufacture. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. -28- 19. PACKAGING STANDARD MARKING. Packaging and marking shall be in accordance with General Packaging Standards NAS 850 and 851. IMPOUND IDENTIFICATION. Seller will identify each shipping container with IMPOUND labels furnished by Buyer. Labels are to be applied to the top and one side of each box. All parts that are designated as IMPOUND must be sealed in clear polyethylene prior to packaging. TRUE MANUFACTURER IDENTIFICATION. Seller shall identify the true manufacturer's traceability number on each unit package whenever the specification, drawing or this contract requires it or whenever it is part of the Seller's manufacturing process. Each packing slip and statement of Certification shall identify the trace number as follows. "True Manufacturing Trace Number ". (Trace numbers may be serial or batch numbers, date, lot or heat codes or whatever relates the parts or materials to the Manufacturing process. The type of trace numbers used is optional unless a specific type traceability is required by the specification, drawing, or this contract. Type may be abbreviated, DC for Date Code, LC for Lot Code, HN for Heat Number, etc.). ASBESTOS FREE DUNNAGE. Each package and/or container shipped to Buyer is to be free of any asbestos-containing vermiculite and/or any asbestos-containing material as dunnage. Seller hereby warrants to Buyer that the vermiculite and any other dunnage is asbestos-free. PARCEL POST. Shipments within Parcel Post Limits, ship via Certified Parcel Post at Seller's expense. Over Parcel Post limits, apply for a Government Bill of Lading on the attached Form DD 1659. Mail application to The Boeing Company, Attention: Traffic Management, P.O. Box 3707, Seattle, Washington, 98124. Do not ship until you receive Government Bill of Lading. 20. 21. 22. 23. 24. AIR PARCEL POST. Shipments within Air Parcel Post limits, ship via Certified Air Parcel Post at Seller's expense. Over Air Parcel Post limits, apply for a Government Bill of Lading on the attached Form DD 1659. Mail application to The Boeing Company, Attention: Traffic Management, P.O. Box 3707, Seattle, Washington, 98124. Do not ship until you receive Government Bill of Lading. NOTICE OF SHIPMENT. Seller will airmail a duplicate copy of the shipping notice to the Buyer on the date of shipment. SHIPMENT CONSOLIDATION. Consolidate and package all pieces and cartons into a single unit. Ship 30 LB or less via United Parcel Service (if presently under agreement); otherwise call Purolator Courier Corp. - Independent Delivery Division, 325-5400, for all deliveries. SECURITY SHIPMENTS. Items are to be shipped in accordance with Department of Defense Industrial Security Manual for the Safeguarding of Classified Information. 25. 26. 27. -29- 28. NOTICE OF SHIPMENT. Seller will notify Buyer by wire immediately upon assignment thereof, part number and quantity, DD 250 number of commercial shipping number, date of shipment, method of shipment and waybill number. MM RECON COMPLIANCE. Attach to each unit shipped, one copy of MM Recon System Compliance Data Sheet and all forms and cards listed thereon. DIRECT SHIPMENT. Shipment is to be made on DD Form 250 direct to the using agency. Instructions for shipment covering destination and DD 250 preparation are attached or will be furnished at a later date. "Subcontractors' Direct Ship Information", D180-10230-1, will be provided for direct ship packaging data and DD 250 preparation guidance. CATALOG/DRAWING PAGE. Seller will submit copy of catalog page or drawing for item to Buyer within 5 days after receipt of this contract and prior to shipment of items. CATALOG/DRAWING PAGE. Seller will furnish copy of catalog page or drawing with shipment to Buyer. SHIPMENT CONFIRMATION. Seller shall confirm shipping date to Buyer ten days before scheduled shipping date. Seller shall reconfirm shipment on schedule shipping date and advise Buyer of method of shipment and waybill number. Seller shall notify Buyer of any change in shipping schedule immediately upon identifying such change. PRESERVATION/PACKING LEVEL. Preservation, packaging and packing shall be level C/C in accordance with FED-STD-No. 102B. PRESERVATION PACKING LEVEL. Preservation, packaging and packing level shall be in accordance with FED-STD-No. 102B. PRESERVATION PACKING LEVEL C/C. Preservation, packaging, and packing shall be level C/C in accordance with FED-STD-No. 102. Preparation of MIL-STD-834 Figure 1 is not required. PRESERVATION PACKING LEVEL A/B. Preservation, packaging, and packing shall be level A/B in accordance with FED-STD-No. 102. Seller will prepare, obtain approval, and transmit a MIL-STD-834 Figure 1 as outlined in Sections I and II of Boeing Document D180-10230-1. PRESERVATION PACKAGING LEVEL. Preservation, packaging, and packing shall be level A/B in accordance with FED-STD-No. 102. A MIL-STD-834 Figure 1 has been prepared on a previous contract by Seller. PRESERVATION PACKAGING LEVEL. Preservation, packaging, and packing shall be level A/B in accordance with FED-STD-No. 102. MIL-STD-834 Figure 1 will be furnished by Buyer. MIL-STD 130 IDENTIFICATION. All parts shall be marked in accordance with MIL-STD 130, "Identification Marking of Military Property and Drawing Requirements." 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. -30- N. PATENTS 1. PATENT RIGHTS - ACQUISITION BY THE GOVERNMENT. The clause entitled "Patent Reports - Retention by the Contractor (Long Form)" set forth elsewhere in this contract is hereby deleted and FAR 52.227-13, "Patent Rights - Acquisition by The Government (Long Form)", is incorporated by reference. Seller agrees to make the disclosures and grant the rights to the U.S. Government as are required to be made and granted by the Contractor under this clause. Seller shall submit all reports required by this clause to the cognizant Government representatives. FILING OF PATENT APPLICATIONS. The clause set forth in FAR 52.227-10, "Filing of Patent Applications--Classified Subject Matter", is incorporated by reference. RESERVED PATENT INDEMNITY. FAR 52.227-3, "Patent Indemnity", is incorporated by reference. "Government" and "Contracting Officer" shall mean Government and Buyer or Contracting Officer and Buyer. AUTHORIZATION AND CONSENT. The clause set forth in FAR 52.227-1, "Authorization and Consent", is incorporated by reference. AUTHORIZATION AND CONSENT. The clause set forth in FAR 52.227-1, Alternate I, "Authorization and Consent", is incorporated by reference. IMPROVEMENT/INVENTIONS/DISCOVERIES. Seller grants to Buyer, as Buyer's property, all intellectual property rights otherwise held by Seller in all improvements, inventions and discoveries, whether patentable, conceived or made by Seller's employees, either alone or with others, relating to any subject matter with which Seller's work for Buyer is or may be concerned, while such employees are assigned to perform services under this contract and whether such improvements, inventions or discoveries are conceived or made during regular working hours. Seller shall disclose directly to Buyer, or cause its employees to disclose promptly and in written detail, any improvements, inventions and discoveries and shall take any and all steps required to promptly vest title to such improvements, inventions and discoveries in Buyer. RESERVED NEW TECHNOLOGY. NASA FAR Supplement 18-52.227-70, "New Technology" is incorporated by reference. "Contractor" shall mean Seller. FAR 52.227-12, "Patent Rights--Retention by the Contractor (Long Form)," is deleted from the General Provisions. 2. 3. 4. 5. 6. 7. 8. 9. O. BID INSTRUCTIONS 1. PROGRESS PAYMENTS. Progress Payments are offered to small businesses in this Request for Quotation. The need for Progress Payments by a small business will not be considered a handicap or adverse factor in the award of the purchase contract contemplate by this Request for Quotation. Any small business offered or requesting Progress Payments must meet all standards for customary Progress Payments. -31- 2. PROGRESS PAYMENTS. The need for Progress Payments will not be considered a handicap or adverse factor in the award of the purchase contract contemplated by this Request for Quotation. Any Offeror desiring Progress Payments should include a written request in its quotation, and a statement that the Offeror recognizes that he must have an accounting system satisfactory to Buyer to obtain Progress Payments. Quotations including requests for Progress Payments will be evaluated on an equal basis with offers not including such a request. If a quotation does not include a request for Progress Payments, a provision for same will not be included in the contract if awarded. If granted, Progress Payments will be allowed pursuant to Buyer's standard Progress Payments provisions. PROGRESS PAYMENTS. The Buyer will not consider any form of Progress Payments in procurement of any items in a contract contemplated by this Request for Quotation. GOVERNMENT-OWNED FACILITIES. Offeror shall submit two prices if Government-owned facilities are to be used by Seller to perform the work prescribed; one price based on rent-free use, and the other based on rental payment. SPECIAL TEST EQUIPMENT INFORMATION. If special test equipment as defined in FAR 45.101 will or may be needed to perform the described work, and the estimated item acquisition cost is or may exceed $1,000, Offeror shall, if the exact nature of the special test equipment is known, provide the following information with Offeror's quotation: 1. 2. 3. 4. 5. 6. Full description of each item. A list of alternate items that could be used. Estimated cost. Function Technical justification for the item. How soon needed after contract is placed. 3. 4. 5. If special test equipment is or may be required but the exact nature of the special test equipment is not known, this shall be explained in the quotation. 6. SMALL DISADVANTAGED BUSINESS CONCERN. Please certify in your response as to whether you are a Small Disadvantaged Business Concern in accordance with Government Regulations. EEO PRE-AWARD COMPLIANCE. No purchase contract or subcontract in the amount of $1,000,000 or more can be awarded under this solicitation unless the Offeror is found, on the basis of a compliance review conducted by the United States Government, to be able to comply with the provisions of the Equal Opportunity clause contained in Section 201 of Executive Order No. 11114. CASH DISCOUNT. Seller's proposal in response to this solicitation shall specifically identify any cash discounts for prompt payment of invoices that would apply to any resulting award. As an alternative to offering a prompt payment discount in conjunction with the offer, Seller may specify prompt payment discounts on individual invoices. SEALED BID INSTRUCTIONS. Comply with sealed bid instructions, attached. 7. 8. 9. -32- 10. INSTALLATION INSTRUCTIONS. Offeror to furnish installation instructions and all special installation limitations with quotation. SPECIAL TOOLING CONTROL. If Offeror's quotation contemplates the use or possible use of special tooling and/or special test equipment, as defined in FAR 45.101 respectively, Offeror shall describe fully the exact nature of the special tooling/special test equipment required and state whether the full cost is to be or may be charged to any resulting purchase contract. If special tooling or special test equipment may be required but the exact nature is not known at the time of quotation, this fact should also be noted. SUBCONTRACTING PLAN CERTIFICATE. The successful Offeror shall, prior to contract award, submit an executed copy of the 'Small Business and Small Disadvantaged Business Subcontracting Plan Certificate of Compliance' included as part of this solicitation. Information necessary to complete such Certificate will be provided by the Buyer. PREDETERMINATION OF RIGHTS IN TECHNICAL DATA. (A) The Offeror is requested to identify in its proposal technical data or computer software (including data to be delivered in whole or in part by a subcontractor), that will be delivered with restrictive markings and provide the representation required by DFARS 252.227-7013(j). (B) Identification of limited rights data need not be made as to data which relates to standard commercial items which are manufactured by more than one source of supply. 11. 12. 13. 14. TECHNICAL DATA AND COMPUTER SOFTWARE TO BE FURNISHED OR DELIVERED WITH RESTRICTIONS. Technical data or computer software to be furnished or delivered with restrictions shall be identified on Form DF 4400-923 and included in your proposal. For each item of technical data and software identified on the form, all columns must be completed. Only that data and software entitled to be delivered with restrictions pursuant to DFARS 252.227-7013 and 252.227-7014 should be listed. Technical data and computer software listed on this form shall be identified in the resulting purchase contract. Technical data or computer software not identified in the purchase contract shall be considered furnished without restrictions. 15. TECHNICAL DATA OR COMPUTER SOFTWARE PREVIOUSLY DELIVERED TO THE GOVERNMENT. The Offeror shall attach to its offer an identification of all documents or other media incorporating technical data or computer software it intends to deliver under this contract with other than unlimited rights that are identical or substantially similar to documents or other media that the Offeror has produced for, delivered to, or is obligated to deliver to the Government under any contract or subcontract. The attachment shall identify-(a) The contract number under which the data or software were produced; -33- (b) The contract number under which, and the name and address of the organization to whom, the data or software were most recently delivered or will be delivered; and (c) Any limitations on the Government's rights to use or disclose the data or software, including, when applicable, identification of the earliest date the limitations expire. 16. COMMERCIAL ITEMS - TECHNICAL DATA AND COMPUTER SOFTWARE (a) Offeror shall, to the maximum extent practicable, offer commercial items or non-developmental items as components of items to be offered under this solicitation. Any technical data or computer software and related documentation pertaining to or qualifying as a commercial item to be furnished or delivered to the Buyer under any resulting purchase contract shall be listed in Form DF 4400-923 and the form included with your proposal. Offeror shall also include its license terms for such technical data or computer software and related documentation. (b) The Government shall acquire only the technical data customarily provided to the public with a commercial item or process, except, in accordance with such license terms, technical data that -(1) Are form, fit, or function data; (2) Are required for repair or maintenance of commercial items or processes, or for the proper installation, operating, or handling of a commercial item, either as a stand alone unit or as a part of a military system, when such data are not customarily provided to commercial users or the data provided to commercial users is not sufficient for military purposes; or (3) Describe the modifications made at Government expense to a commercial item or process in order to meet the requirements of a Government-sponsored solicitation. P. PURCHASE CONTRACT ADMINISTRATION. 1. LIMITATION OF LIABILITY. The clause set forth in DAR 7-104.45(a), "Limitation of Liability", is incorporated by reference. VALUE ENGINEERING INCENTIVE. Form DF 4400-524 (Orig. 11/74), "Value Engineering Incentive", is incorporated by reference. DUTY-FREE ENTRY. The clause set forth in FAR 52.225-10, "Duty-Free Entry", is incorporated by reference. "Contracting Officer" shall mean Buyer; the words "twenty (20) days" and "ten (10) days" in paragraphs (b)(l) and (b)(2) of the clause are revised to read "twenty-five (25) days" and "fifteen (15) days", respectively. CERTAIN COMMUNIST AREAS. The clause set forth in FAR 52.225-11, "Certain Communist Areas", is incorporated by reference. "Contracting Officer" shall mean Buyer. VISA DENIAL. Seller agrees to notify the Department of State, Washington, D.C., Attention: Director, Bureau of Politico - Military Affairs, and the Director OFCCP, when he has knowledge of any employee or potential employee being denied an entry visa to 2. 3. 4. 5. -34- a country in which the Seller is required to perform this contract and he believes such denial is attributable to race, religion, sex or national origin of the employee or potential employee. 6. EXCLUSIONARY POLICIES. The clause set forth in DAR 7-104.97/DFARS 252.225-7019, "Exclusionary Policies and Practices of Foreign Governments", is incorporated by reference. SPONSORSHIP A. Seller agrees that any release of information relating to this contract shall include a statement to the effect that the project or effort depicted was or is sponsored by the Government agency identified in the prime contract as the sponsor thereof. B. For the purpose of this clause, "information" includes, but is not limited to news released articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association meetings, symposia, etc. C. Nothing in the foregoing shall affect compliance with the requirements of any clause of this contract relating to security requirements. D. Seller shall include this provision in any subcontract awarded as a result of this contract. 8. BUY AMERICAN. Seller shall comply with the provisions of FAR 52.225-9, "Buy American Act - Trade Agreements Act - Balance of Payments Program", incorporated by reference. GSA SOURCE. This contract is placed pursuant to written Government authorization, a copy of which is attached. In the event of any inconsistency between the terms and conditions of this contract and those of your Federal Supply Schedule Contract, the latter will govern. KEY PERSONNEL. Seller acknowledges and agrees that Seller is to utilize the individuals named elsewhere herein on a full-time basis for the performance of the work required by this contract; and for Seller substitution of any other personnel for such individual(s), Seller shall obtain the advanced written approval of Buyer. SUBCONTRACTOR MANAGEMENT. Seller is responsible for management of its subcontractors/suppliers/vendors with visibility through the lowest tier of subcontractors. Seller shall conform with the intent of Department of Defense acquisition policies outlined in DoD Directive 5000.1. The flowdown of Government technical requirements to subcontractors shall reflect reasonable allocations to avoid unwarranted costs. Seller shall encourage, and where applicable, shall require its subcontractors to submit risk analyses, alternate technical proposals and proposals for off-the-shelf hardware and a means of achieving practical tradeoffs. Any technical, schedule, and/or cost problems encountered by subcontractors shall be reported to Buyer. In addition, the Government with the concurrence of the Buyer shall have the right of access to the Seller and all subcontractors at any tier for the purpose of reviewing progress and witnessing testing. 7. 9. 10. 11. -35- 12. SUBCONTRACT MANAGEMENT. Seller is responsible for the management of its subcontractors/suppliers/vendors with visibility through the lowest tier of subcontractors. The Seller shall ensure that each lower tier subcontract contains all applicable specifications, special requirements, and clauses needed to comply with the requirements of this contract. Seller shall encourage and, where applicable, shall require its subcontractors to submit risk analyses, alternate technical proposals and proposals for off-the-shelf hardware as a means of achieving practical tradeoffs. Any technical, schedule, and/or cost problems encountered by the Seller or its subcontractors shall be promptly reported to the Buyer. CONTRACTOR NOTICE REGARDING LATE DELIVERY. In the event Seller for any reason anticipates or encounters difficulty in complying with this contract delivery schedule or date, or in meeting any of the other requirements of this contract, it shall immediately notify Buyer, in writing, giving pertinent details; provided, however, that this notice shall be informational only in character and that its receipt by Buyer shall not be construed as, or a basis for, waiver by the Buyer (i) of any delivery schedule or date, (ii) of compliance with any other contract requirement by the Seller or (iii) of any other rights or remedies provided to the Buyer by law or under this contract. DEFINITIZATION. Seller agrees to enter into good faith negotiations with Buyer in the future and at Buyer's request, regarding the inclusion, revision, or deletion of provisions of this contract as a result of the definitization of the prime contract between Buyer and the Government. SF1411 CONTRACT PRICING PROPOSAL FORMS AND SF1412, CLAIM FOR EXEMPTION. A. SF1411, Contract Pricing Proposal shall be used whenever Seller or subcontractor cost or pricing data is required pursuant to this contract; or if applicable. Seller may submit a written Claim for Exemption from Certified Cost or Pricing Data, shall be used whenever exemption from part or all of the cost pricing data requirements is claimed by reason of established catalog or market price or price set by law or regulation. "Cost Elements" and estimates in SF1411 may be presented in a different format, acceptable to the Buyer, where the Seller's or subcontractor's accounting system makes the use of the prescribed format impracticable or when required for a more effective and efficient presentation of cost or pricing information. In such cases, a signed SF1411 or one of the special forms is required to be submitted and fully accomplished as to all items except that the "Cost Elements" and the "Proposed Contract Estimate" may be accomplished by making reference to the Seller's or subcontractor's format. B. The form must be signed and completely documented in accordance with the instructions and footnotes on the reverse of the form and further explained in the Armed Services Procurement Regulation Manual for Contract Pricing (ASPM No. 1). The Manual may be obtained through the local DCAA or DCAS office or a copy may be purchased from the Superintendent of Documents, U.S. Government Printing Office, Washington, D.C. 20402. C. The Seller agrees to insert this clause, including this Paragraph (C), in all subcontracts hereunder whenever subcontractor cost or pricing data is required or an exemption is claimed as provided within Paragraphs (A) and (B) above. 13. 14. 15. -36- 16. BUYER APPROVALS. Seller agrees that any and all Buyer approvals of Seller's technical and quality specifications, drawings, plans, procedures, and reports shall neither relieve Seller from Seller's obligations to perform all of the requirements of this contract nor be used as conclusive evidence of Seller compliance with such requirements. STATUS REVIEWS. Buyer or Contracting officer (or his representative), with the concurrence of Buyer, may visit Seller's facilities to review progress, discuss problems/failures and witness testing pertaining to the requirements of this contract. Seller shall provide adequate information in response to reasonable requests of Buyer or Contracting Officer or his authorized representative on contract performance as required. COOPERATIVE EFFORT (AEROSPACE). In the performance of this contract, Seller, with the approval of Buyer, agrees to cooperate with the Aerospace Corporation by responding to invitations to meetings for authorized personnel, by providing access to technical information and research and development planning data (in original or reproduced form and excluding financial data), by delivering data as specified in this contract, and by discussing technical matters relating to this program. Subject to applicable security procedures and with the approval of the Buyer, Aerospace Corporation personnel engaged in effort pertaining to work under this contract are authorized access to all technical information covering work under this contract, including limited rights information. This requirement to cooperate shall be placed in all subcontracts/orders with vendors at any tier. COOPERATIVE EFFORT (TRW). In the performance of this contract, Seller, with the approval of Buyer, agrees to cooperate with TRW by responding to invitations to meetings from authorized personnel, by providing access to technical information and research and development planning data (in original or reproduced form and excluding financial data), by delivering data as specified in this contract, and by discussing technical matters relating to this program. Subject to applicable security procedures and with the approval of the Buyer, TRW personnel engaged in effort pertaining to work under this contract are authorized access to all technical information covering work under this contract, including limited rights information. This requirement to cooperate shall be placed in all subcontract/orders with vendors at any tier. LIMITATION OF LIABILITY. The clause set forth in FAR 52.246-23, "Limitation of Liability" is incorporated by reference. LIMITATION OF LIABILITY - HIGH VALUE ITEMS. The clause set forth in FAR 52.246-24, "Limitation of Liability - High Value Items," is incorporated by reference. LIMITATION OF LIABILITY (SERVICES). The clause set forth in FAR 52.246-25, "Limitation of Liability - Services", is incorporated by reference. CAPTURE AND DETENTION. The clause set forth in DFARS 252.228-7003, "Capture and Detention", is incorporated by reference. In paragraph (c), "Government" shall mean Government or Buyer. PREFERENCE FOR DOMESTIC COMMODITIES. The clause set forth in DAR 7-104.13/DFARS 252.225-7009, "Preference for Certain Domestic Commodities," is incorporated by reference. 17. 18. 19. 20. 21. 22. 23. 24. -37- 25. QUALIFYING COUNTRY SOURCES. The clause set forth in DAR 7-104.106/DFARS 252.225-7002, "Qualifying Country Sources as Subcontractors," is incorporated by reference. BUY AMERICAN ACT. The clause set forth in DFARS 252.225-7001, "Buy American Act and Balance of Payments Program," is incorporated by reference. PREFERENCE FOR DOMESTIC HAND OR MEASURING TOOLS. DFARS 252.225-7015, "Preference for Domestic Hand or Measuring Tools, is incorporated by reference. CONTRACTORS SUBJECT TO ON-SITE INSPECTION. DFARS 252.209-7001, "Acquisitions from Defense Contractors Subject to On-Site Inspection Under the Intermediate-Range Nuclear Forces (INF)," is incorporated by reference. CONTRACTORS SUBJECT TO ON-SITE INSPECTION. DFARS 252.209-7000, "Acquisition from Subcontractors Subject to On-Site Inspection Under the Intermediate-Range Nuclear Forces (INT) Treaty," is incorporated by reference. LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS. FAR 52.203-12, "Limitation on Payments to Influence Certain Federal Transactions," is incorporated by reference. The Disclosures of Seller and its lower tier subcontractors required by paragraph (c) shall be submitted to Buyer's Materiel Representative. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS. FAR 52.203-11, "Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions," is incorporated herein by reference. Seller's signed proposal provided the required certification. PROCUREMENT INTEGRITY. As an express condition of the award of this subcontract, (or subcontract modification) Seller represents and warrants to Buyer that in relation to the award of the prime contract (or prime contract modification) under which this subcontract is issued, Seller has complied, and will continue to comply, in all respects with the Procurement Integrity provisions of the Office of Federal Procurement Policy Act Amendments of 1988 (the Act), 41 U.S.C. 423, and its implementing Federal Acquisition Regulations (see FAR 3.104), as amended. Seller further agrees that it shall comply with the Act and implementing regulations, as amended, in relation to any and all modifications or extensions of the prime contract under which this subcontract is issued. For violations of the Act by the Seller or Seller's subcontractors, as determined by notice from the U.S. Government: (1) Seller shall reimburse the Buyer, by contract price adjustment or otherwise, the amount by which Buyer's price or fee is reduced pursuant to FAR 52.203-10, and (2) Buyer shall have the right to terminate this subcontract for default. The rights and remedies of Buyer provided for under this clause are in addition to any other rights and remedies provided by law or under this contract. The rights and obligations set forth in this clause shall survive completion of, final payment under, or termination of this contract. 26. 27. 28. 29. 30. 31. 32. -38- 33. TRANSPORTATION OF SUPPLIES BY SEA. DFARS 252.247-7203, "Transportation of Supplies by Sea", is incorporated by reference. "Contractor" shall mean Seller, except in paragraph g. TRANSPORTATION OF SUPPLIES BY SEA. DFARS 252.247-7023, "Transportation of Supplies by Sea," is incorporated by reference. NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA. DFARS 252.247-7204, "Notification of Transportation of Supplies by Sea," is incorporated by reference. "Contracting Officer" shall mean Buyer and the phrase "at 252.247-7202" is deleted. NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA. DFARS 252.247-7024, "Notification of Transportation of Supplies by Sea," is incorporated by reference. BUY AMERICAN ACT - SUPPLIES. Seller shall comply with the provisions of FAR 52.225-3, "Buy American Act - Supplies", which is incorporated by reference. NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES. FAR 52.222-18, "Notification of Employee Rights Concerning Payment of Union Dues or Fees," is, except for paragraph (d), incorporated by reference. TECHNICAL DATA EXPORT CONTROL. Technical data provided to the Seller by the Buyer or its customer in support of this solicitation/contract is subject to the International Traffic in Arms Regulation (ITAR) and/or the Export Administration Regulation (EAR). Accordingly, the Seller must obtain approval from the U.S. Department of State (ITAR) or U.S. Department of Commerce (EAR) before exporting such technical data, including any disclosure to foreign nationals. ACQUISITION STREAMLINING. DFARS 252.210-7005, "Acquisition Streamlining," is incorporated by reference. ACQUISITION STREAMLINING. DFARS 252.210-7003, "Acquisition Streamlining," is incorporated by reference. EXCLUSIONARY POLICIES. DFARS 252.225-7028, "Exclusionary Policies and Practices of Foreign Governments," is incorporated by reference. FREQUENCY AUTHORIZATION. DFARS 252.235-7003, "Frequency Authorization," is incorporated by reference. "Contracting Officer" means Buyer. BUY AMERICAN ACT - SUPPLIES UNDER EUROPEAN COMMUNITY AGREEMENT. FAR 52.225-17, "Buy American Act - Supplies Under European Community Agreement," is incorporated by reference. NAFTA IMPLEMENTATION ACT. DFARS 252.225-7036, "North American Free Trade Agreement Implementation Act," is incorporated by reference. SELLER NOTICE OF DISCREPANCIES. Seller will notify Buyer in writing when discrepancies in the Seller's process or product are discovered or suspected which may affect parts or assemblies Seller has delivered or will deliver under this contract. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. -39- Q. TIME PERIOD CONTRACTS 1. MONTHLY INVOICE. Seller agrees to accumulate charges for individual shipments and invoice Buyer on a monthly basis. TELEPHONE ORDERS. This contract establishes the terms and conditions which shall apply to all orders issued by telephone pursuant to this contract. It is agreed that Buyer has no obligation to place any orders hereunder. The Buyer set forth on the face of this contract, or his designee, is the person authorized to place orders hereunder. DELIVERY SCHEDULES. Delivery schedules will be negotiated by Buyer and Seller at the time each telephone order is placed. DELIVERY DOCUMENT. Buyer will stamp one copy of the delivery document which will be retained by Seller. The original and the stamped delivery document must accompany the invoice, which will be submitted monthly. FINANCIAL NOTICE. The Seller shall notify the Buyer whenever 85% of the above dollar limitation of this contract is reached. 2. 3. 4. 5. R. SOCIO-ECONOMIC PROVISIONS 1. SERVICE CONTRACT ACT OF 1965. The clause set forth in FAR 52.222-4l, "Service Contract Act of 1965", is incorporated by reference and shall be incorporated into all subcontracts. SERVICE CONTRACT ACT OF 1965. The clause set forth in FAR 52.222-40, "Service Contract Act of 1965 - Contracts of $2,500 or Less", is incorporated by reference and shall be incorporated into all subcontracts. FAILURE TO COMPLY WITH EQUAL OPPORTUNITY REGULATIONS. This contract may be canceled by Buyer up to 30 days after award and without liability to Buyer or others for any payment or otherwise, if Seller is found by the United States Government, on the basis of a compliance review, not able to comply with the provisions of the Equal Opportunity regulations clause incorporated and the Equal Opportunity regulations of the Government. REQUIRED SOURCES FOR SILICON. DAR 7-104.109/DFARS 252.208-7002, "Required Sources for High Purity Silicon is incorporated by reference. REQUIRED SOURCES FOR HIGH CARBON FERROCHROME. DFARS 252.208-7003, "Required Sources for High Carbon Ferrochrome," is incorporated by reference. RESERVED REQUIRED SOURCES FOR FORGING ITEMS. DFARS 52.208-7005, "Required Sources for Forging and Welded Shipboard Anchor Chain Items", is incorporated by reference. PREFERENCE FOR U.S. OWNED VESSELS. FAR 52.247-64, "Preference for Privately Owned U.S.-Flag Commercial Vessels," is incorporated by reference. 2. 3. 4. 5. 6. 7. 8. -40- 9. ACQUISITION OF FOREIGN MACHINE TOOLS. DFARS 52.225-7023, "Restriction on Acquisition of Foreign Machine Tools", is incorporated by reference. ACQUISITION OF FOREIGN MACHINE TOOLS. DFARS 252.225-7016, "Restriction on Acquisition of Foreign Machine Tools," is incorporated by reference. FOREIGN SOURCE RESTRICTIONS. DFARS 252.225-7025, "Foreign Source Restrictions", is incorporated by reference. SMALL BUSINESS SUBCONTRACTING CLAUSE MODIFICATION. (A) Wherever in the clause of this contract entitled "Small Business and Small Disadvantaged Business Subcontracting Plan," FAR 52.219-9, the term "small disadvantaged business" is used, such term shall be deemed to include (in addition to small disadvantaged business concerns), Historically Black Colleges and Universities (HBCUs) and Minority Institutions (MIs) as those terms are defined at DoD FAR Supplement 26.7002. Lists of qualifying HBCUs and MIs are published periodically by the U.S. Department of Education, and are available from the Contracting Officer. (B) In addition, master plans referred to in FAR 52.219-9 must be approved by the Government's cognizant Contract Administration Office. 10. 11. 12. 13. REQUIRED SOURCES FOR ANTIFRICTION BEARINGS. DFAR 52.208-7006, "Required Sources for Antifriction Bearings", is incorporated by reference. RESERVED GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM. NASA FAR Supplement 18-52.244-70, "Geographic Participation in the Aerospace Program," is incorporated by reference. RESTRICTION ON ACQUISITION OF FOREIGN ANCHOR AND MOORING CHAIN. DFARS 252.225-7019, "Restriction on Acquisition of Foreign Anchor and Mooring Chain", is incorporated by reference. RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. FAR 52.225-11, "Restrictions on Certain Foreign Purchases", is incorporated by reference. "Contracting Officer" means Buyer. NOTIFICATION OF SUBSTANTIAL IMPACT ON EMPLOYMENT. DFARS 252.249-7001, "Notification of Substantial Impact on Employment," is incorporated by reference. RESTRICTION ON ACQUISITION OF POLYACRYLONITRILE. DFARS 252.225-7030, "Restriction on Acquisition of Polyacrylonitrile (PAN) Based Carbon Fiber," is incorporated by reference. RESTRICTION ON ACQUISITION OF POLYACRYLONITRILE (PAN) BASED CARBON FIBER. DFARS 252.225-7022, "Restriction on Acquisition of Polyacrylonitrile (PAN) Based Carbon Fiber," is incorporated by reference. REPORTING OF OVERSEAS CONTRACTS. DFARS 252.225-7026, "Reporting of Overseas Contracts," is incorporated by reference. 14. 15. 16. 17. 18. 19. 20. 21. -41- 22. PREFERENCE FOR DOMESTIC SPECIALTY METALS. DFARS 252.225-7014, "Preference for Domestic Specialty Metals," and Alterate I thereof are incorporated by reference. PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES. DFARS 252.225-7012, "Preference for Certain Domestic Commodities," is incorporated by reference. RESTRICTION ON THE ACQUISITION OF CARBONYL IRON POWDERS. DFARS 252.225-7033, "Restriction on the Acquisition of Carbonyl Iron Powders," is incorporated by reference. RESTRICTION ON THE ACQUISITION OF CARBONYL IRON POWDERS. DFARS 252.225-7023, "Restriction on the Acquisition of Carbonyl Iron Powders," is incorporated by reference. PREFERENCE FOR DOMESTIC HAND OR MEASURING TOOLS. DFARS 252.225-7013, "Preference for Domestic Hand or Measuring Tools," is incorporated by reference. REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES. DFARS 252.225-7026, "Reporting of Contract Performance Outside the United States," is incorporated by reference. NOTIFICATION OF PROPOSED PROGRAM TERMINATION OR REDUCTION. DFARS 252.249-7002, "Notification of Proposed Program Termination or Reduction," is incorporated by reference. "Contracting Officer" means Buyer, and subparagraph (d)(1) is revised by deleting "$500,000" and substituting $100,000. RESTRICTION ON ACQUISITION OF ANTI-FRICTION BEARINGS. DFARS 252.225-7016, "Restriction on Acquisition of Anti-Friction Bearings," is incorporated by reference. 23. 24. 25. 26. 27. 28. 29. S. AUDIT-RECORDS AUDIT BY DCAA. This contract is subject to audit by the Defense Contract Audit Agency. INDEMNIFICATION/HOLD HARMLESS Seller shall indemnify and save harmless Buyer and the United States of America from and against all claims for (1) bodily injuries, including death, or damage to property caused by any negligent act or omission of Seller or its employees in connection with the performance of this contract, or (2) bodily injuries, including death, to Seller's employees caused by the condition of any premises, equipment or other property being used or operated by any of Seller's employees in connection with the performance of this contract. T. GENERAL INFORMATION Boeing Defense & Space Group procurement organizations are located in several geographic areas throughout the United States. Care should be taken to direct inquiries to the Buyer named on the face of the Purchase Contract. A. Correspondence should be addressed to the Buyer at the proper Boeing Defense & Space Group location as follows: -42- THE BOEING DEFENSE & SPACE GROUP Attention: P.O. Box 3999 Seattle, Washington 98124 P.O. Box 21185 Kennedy Space Center, Florida 32815 P.O. Box 58747 Houston, Texas 77058 P.O. Box 1626 Vandenberg Air Force Base, California 93437 Air Force Plant 77 Hill Air Force Base Utah 84056 P.O. Box 220 Cocoa Beach, Florida 32931 P.O. Box 78 Edwards, California 93523 P.O. Box 240002 Huntsville, Alabama 35824 Inquiries to tactical and test bases should be addressed as shown in the lower-right hand corner of the Purchase Contract. B. Invoices and correspondence pertaining to payment must be addressed to the proper Accounts Payable Organization as follows: (1) For Purchase Contracts issued by Boeing-Houston: The Boeing Defense & Space Group Accounts Payable M/S HR-50 P.O. Box 58747 Houston, Texas 77058 (2) For Purchase Contracts issued by Boeing-Kennedy Space Center: The Boeing Defense & Space Group BSI Accounts Payable P.O. Box 220 M/S FA-20 Cocoa Beach, Florida, 3293l (3) For Purchase Contracts issued by Boeing Pacific Test Center, Vandenberg Air Force Base: The Boeing Defense & Space Group Accounts Payable M/S V3-l3 P.O. Box 5440 Vandenberg Air Force Base California 93437 (4) For Purchase Contracts issued by Boeing Plant 77: The Boeing Defense & Space Group Accounts Payable M/S UA-0l Ogden Office Hill Air Force Base Utah 84056 -43- (5) For Purchase Contracts issued by all other Boeing Defense & Space Group locations: The Defense & Space Group Accounts Payable M/S 80-FW P.O. Box 34113 Seattle, Washington 98124-1113 C. The abbreviations and symbols for units of measure on Purchase Contracts are defined below: (Unless otherwise indicated, units of measure will be each (EA)). SYMBOL BB BG BM BO BX C CC CD CF CI CM CS CW CY DA DM DR DZ EA FT GA GM GR HF IN KE KG KM KT LB LG LI LT M DEFINITION Barrel Bag Board Measure Bottle Box Hundred Cubic Centimeter Card Cubic Foot Cubic Inch Centimeter Case Hundredweight Cubic Yard Day Dram Drum Dozen Each Foot Gallon Gram Gross Hundred Foot Inch Keg Kilogram Kilometer Kit Pound Length Liter Lot Thousand SYMBOL MC ME MF MI MO MM OZ PC PD PG PK PR PT QT RL RM SC SF SH SI SM SP ST SY TB TN TO UG UM UN WE YD YR DEFINITION Millicuries Meter Per 1000 Feet Milligram Month Millimeter Ounce Piece Pad Page Package Pair Pint Quart Roll Ream Square Centimeter Square Foot Sheet Square Inch Squre Meter Spool Set Square Yard Tube Ton Troy Ounce Microgram Micron Units Weeks Yard Year -44-