CLAUSE

Document Sample
CLAUSE Powered By Docstoc
					         HONEYWELL FEDERAL MANUFACTURING & TECHNOLOGIES, LLC
                   TERMS AND CONDITIONS OF PURCHASE,
          FIXED-PRICE CONSTRUCTION PURCHASE ORDER/CONTRACT

                       INDEX                                     TERMINATION
                                                            44. ORDER OF PRECEDENCE
1.    INTRODUCTION                                          45. FAR AND DEAR CLAUSES/PROVISIONS
2.    DEFINITIONS                                               INCORPORATED BY REFERENCE
3.    CHANGES
4.    FEDERAL, STATE, AND LOCAL TAXES                       1.     INTRODUCTION
5.    PAYMENTS
                                                            (a)    The construction covered by this purchase order/contract shall
6.    DISPUTES                                                     be furnished subject to the terms and conditions set forth
7.    APPLICABLE LAW                                               herein.
8.    RIGHTS AND REMEDIES OF BUYER
9.    TERMINATION FOR CONVENIENCE                           (b)    This purchase order/contract is the complete and exclusive
10.   DEFAULT                                                      statement of the terms of the agreement between Seller and
11.   WARRANTY OF CONSTRUCTION                                     Buyer.
12.   SUSPECT/COUNTERFEIT ITEMS                             (c)    No modification of this purchase order/contract (including any
13.   ASSIGNMENT                                                   addition, deletion, or other modification proposed in Seller's
14.   INDEPENDENT CONTRACTOR                                       acceptance) shall be binding on Buyer unless agreed to by
15.   SITE INVESTIGATION AND CONDITIONS AFFECTING                  Buyer in a writing signed by Buyer's Purchasing Department
      THE WORK                                                     Representative.
16.   DIFFERING SITE CONDITIONS
                                                            2.     DEFINITIONS
17.   SPECIFICATIONS AND DRAWINGS FOR
      CONSTRUCTION                                          As used throughout this purchase order/contract, the following terms
18.   LAYOUT OF WORK                                        shall have the meaning set forth below:
19.   MATERIAL AND WORKMANSHIP
20.   DESCRIPTIVE SUBMITTALS, SUBSTITUTIONS AND             (a)    "Buyer" means Honeywell Federal Manufacturing &
      SAMPLES                                                      Technologies, LLC, in the performance of its prime contract
                                                                   with The United States of America and includes any duly
21.   PROGRESS SCHEDULES AND REQUIREMENTS FOR                      authorized representative thereof acting within authorized limits.
      OVERTIME WORK
22.   OPERATIONS AND STORAGE AREAS                          (b)    "Commercial Item" or "Commercial Component" means the
23.   CLEANING UP                                                  same as the definitions for these terms at FAR 2.101.
24.   UTILITIES
25.   PROJECT ENGINEERS AND SAFETY                          (c)    “Contract” means the same as the definition at FAR 2.101 and
                                                                   specifically includes this purchase order/contract.
      COORDINATOR
26.   CONSTRUCTION SAFETY HANDBOOK                          (d)    "Contracting Officer" means the same as the definition at FAR
27.   USE OF EXPLOSIVES                                            2.101 and specifically includes "Buyer" to the extent necessary
28.   INSPECTION                                                   to enable Buyer to administer this purchase order/contract and
29.   USE AND POSSESSION PRIOR TO COMPLETION                       to perform its obligations under its Government prime contract
30.   PERFORMANCE OF WORK BY SELLER
                                                            (e)    “Contractor” means "Buyer" when used in the context of
31.   SUPERINTENDENCE BY SELLER                                    referring to a prime contractor with the U.S. Government in a
32.   OTHER PURCHASE ORDERS/CONTRACTS                              FAR or DEAR clause/provision incorporated into this purchase
33.   SUSPENSION OF WORK                                           order/contract. In all other instances, "Contractor" means
34.   LIABILITY FOR DAMAGES, PROTECTION OF                         "Seller."
      EXISTING INSTALLATION
35.   BONDING REQUIREMENTS – CONSTRUCTION                   (f)    “Counterfeit Item” A counterfeit item is one that has been
                                                                   copied or substituted without legal right or authority or whose
36.   ADDITIONAL BOND SECURITY                                     material, performance or characteristics have been
37.   SELLER USE OF GOVERNMENT-OWNED/BUYER-                        misrepresented by the supplier or manufacturer.
      SUPPLIED EQUIPMENT
38.   COMPLIANCE WITH FEDERAL, STATE, AND LOCAL             (g)    "DOE" means U.S. Department of Energy or any duly
      LAWS, CODES, RULES, AND REGULATIONS                          authorized representative thereof, including the Contracting
39.   SELLER RESPONSIBILITY FOR CONTROL OF                         Officer.
      TECHNICAL DATA                                        (h)    “DEAR” means Department of Energy Acquisition Regulation,
40.   RELEASE OF INFORMATION TO THE PUBLIC                         including all amendments and changes thereto in effect on the
41.   CONFIDENTIALITY OF INFORMATION                               date of issuance of this purchase order/contract.
42.    OBTAINING SECURITY CLEARANCES
43.    NOTIFICATION OF “L” AND “Q” CLEARED OR               (i)    “FAR” means Federal Acquisition Regulation, including all
       “UNCLEARED WITH A BADGE” EMPLOYEE                           amendments and changes thereto in effect on the date of
                                                                   issuance of this purchase order/contract.


                                                    Page 1 of 15                                                        1658-01-10
(j)   "Government" means The United States of America, and shall                          by Buyer. The statement of proposal for adjustment may be
      include Buyer to the extent necessary to enable Buyer to                            included in the notice under paragraph (b) above.
      administer this purchase order/contract and to perform its
      obligations under its Government prime contract.                             (f)    No proposal by Seller for an equitable adjustment shall be
                                                                                          allowed if asserted after final payment under this purchase
(k)   “Order” means purchase order/contract when used in the                              order/contract.
      context of referring to a contractual relationship between Buyer
      and Seller.                                                                  4.     FEDERAL, STATE, AND LOCAL TAXES

(l)   “Subcontract(s)” and “Subcontractor(s)” includes this purchase               Sales taxes, gross receipts taxes, and use taxes may be applicable
      order/contract when used in a FAR or DEAR clause referring to                to this purchase order/contract unless Buyer provides Seller with
      a prime and subcontractor relationship. Otherwise, it means                  evidence of exemption from such taxes. No other taxes are
      Seller‟s lower tier subcontract(s) and subcontractor(s),                     applicable and Seller warrants that the purchase order/contract price
      respectively. The term “subcontract” includes purchase orders                does not include any amount for taxes of any kind.
      and changes, modifications, or amendments to subcontracts
      and purchase orders.
                                                                                   5.     PAYMENTS
(m) “Suspect Item” An item is suspect when inspection or testing
    indicates that it may not conform to established Government or                 (a)    Buyer shall pay Seller the purchase order/contract price as
    industry-accepted specifications or national consensus                                provided in this purchase order/contract.
    standards or whose documentation, appearance, performance,
    material or other characteristics may have been                                (b)    Buyer shall make progress payments monthly as the work
    misrepresented by the supplier or manufacturer.                                       proceeds, or at more frequent intervals as determined by
                                                                                          Buyer, on estimates of work accomplished which meets the
3.    CHANGES                                                                             standards of quality established under the purchase
                                                                                          order/contract, as approved by Buyer. Seller shall furnish a
(a)   Buyer may, at any time, without notice to the sureties, if any, by                  breakdown of the total purchase order/contract price showing
      written order designated or indicated to be a change order,                         the amount included therein for each principal category of the
      make changes in the work within the general scope of the                            work, which shall substantiate the payment amount requested
      purchase order/contract, including changes:                                         in order to provide a basis for determining progress payments,
                                                                                          in such detail as requested by Buyer. In the preparation of
      (1)   In the specifications (including drawings and designs);                       estimates Buyer may authorize material delivered on the site
                                                                                          and preparatory work done to be taken into consideration.
      (2)   In the method or manner of performance of the work;                           Material delivered to Seller at locations other than the site may
                                                                                          also be taken into consideration if:
      (3)   In Buyer or Government-furnished facilities, equipment,
            materials, services, or site; or                                              (1)   Consideration is specifically authorized by this purchase
                                                                                                order/contract; and
      (4)   Directing acceleration in the performance of the work.
                                                                                          (2)   Seller furnishes satisfactory evidence that it has acquired
(b)   Any other written or oral order (which, as used in this paragraph                         title to such material and that the material will be used to
      (b), includes direction, instruction, interpretation, or                                  perform this purchase order/contract.
      determination) from Buyer that causes a change shall be
      treated as a change order under this clause; provided, that                  (c)    Along with each request for progress payments, Seller shall
      Seller gives Buyer written notice stating (1) the date,                             furnish the following certification, or payment shall not be
      circumstances, and source of the order and (2) that Seller                          made:
      regards the order as a change order.
                                                                                          I hereby certify, to the best of my knowledge and belief, that:
(c)   Except as provided in this clause, no order, statement, or
      conduct of Buyer shall be treated as a change under this clause                     (1)   The amounts requested are only for performance in
      or entitle Seller to an equitable adjustment.                                             accordance with the specifications, terms, and conditions
                                                                                                of the purchase order/contract;
(d)   If any change under this clause causes an increase or
      decrease in Seller's cost of, or the time required for, the                         (2)   Payments to subcontractors and suppliers have been
      performance of any part of the work under this purchase                                   made from previous payments received under the
      order/contract, whether or not changed by any such order,                                 purchase order/contract, and timely payments will be
      Buyer shall make an equitable adjustment and modify the                                   made from the proceeds of the payment covered by this
      purchase order/contract in writing. However, except for an                                certification, in accordance with subcontract agreements;
      adjustment based on defective specifications, no adjustment for                           and
      any change under paragraph (b) of this clause shall be made
      for any costs incurred more than 20 days before Seller gives                        (3)   This request for progress payments does not include any
      written notice as required. In the case of defective                                      amounts that Seller intends to withhold or retain from a
      specifications for which Buyer is responsible, the equitable                              subcontractor or supplier in accordance with the terms and
      adjustment shall include any increased cost reasonably                                    conditions of the subcontract.
      incurred by Seller in attempting to comply with the defective
      specifications.                                                                           ---------------------------------
                                                                                                (Name)
(e)   Seller must assert any right it may have to an adjustment under                           ---------------------------------
      this clause within 30 days after (1) receipt of a written change                          (Title)
      order under paragraph (a) of this clause or (2) the furnishing of                         ---------------------------------
      a written notice under paragraph (b) of this clause, by                                   (Date)
      submitting to Buyer a written statement describing the general
      nature and amount of proposal, unless this period is extended

                                                                           Page 2 of 15                                                         1658-01-10
(d)   If Seller, after making a certified request for progress                               order/contract which are not disposed of by mutual agreement
      payments, discovers that a portion or all of such request                              of the parties, shall be resolved under this clause.
      constitutes a payment for performance by Seller that fails to
      conform to the specifications, terms, and conditions of this                    (b)    "Claim," as used in this clause, means a written demand or
      purchase order/contract (hereinafter referred to as the                                written assertion by one of the parties to this purchase
      "unearned amount"), Seller shall:                                                      order/contract seeking, as a matter of right, the payment of
                                                                                             money in a sum certain, the adjustment or interpretation of
      (1)   Notify Buyer of such performance deficiency; and                                 purchase order/contract terms, or other relief arising under or
                                                                                             relating to this purchase order/contract. A claim arising under
      (2)   Be obligated to pay Buyer an amount (computed by Buyer                           this purchase order/contract, unlike a claim relating to this
            in the manner provided in 31 U.S.C. 3903 (c) (1)) equal to                       purchase order/contract, is a claim that can be resolved under
            interest on the unearned amount from the date of receipt                         a purchase order/contract clause that provides for the relief
            of the unearned amount until:                                                    sought by the claimant. However, a written demand or written
                                                                                             assertion by Seller seeking the payment of money exceeding
            (i) The date Seller notifies Buyer that the performance                          $100,000 is not a claim until certified as required by
                deficiency has been corrected; or                                            subparagraph (c)(2) below. A voucher, invoice, or other routine
                                                                                             request for payment that is not in dispute when submitted is not
            (ii) The date Seller reduces the amount of any                                   a claim. The submission may be converted to a claim by
                 subsequent certified request for progress payments by                       complying with the submission and certification requirements of
                 an amount equal to the unearned amount.                                     this clause if it is disputed either as to liability or amount, or is
                                                                                             not acted upon in a reasonable time.
(e)   In making progress payments, there shall be retained 10
      percent of the estimated amount until final completion and                      (c)    (1) A claim by Seller shall be made in writing and submitted to
      acceptance of the purchase order/contract work. However, if                                the head of Buyer's Purchasing Organization for a written
      Buyer finds that satisfactory progress was achieved during any                             decision. A claim by Buyer against Seller shall be subject
      period for which a progress payment is to be made, Buyer may                               to a written decision by the head of Buyer's Purchasing
      authorize payment to be made in full without retention of a                                Organization.
      percentage. When the work is substantially complete, Buyer
      shall retain from previously withheld funds and future progress                        (2)   For Seller claims exceeding $100,000, (of any amount
      payments that amount it considers adequate for protection of                                 when the parties have agreed to a form of alternative
      the Government and shall release to Seller all the remaining                                 dispute resolution per paragraph (h) below) Seller shall
      withheld funds. Also, on completion and acceptance of each                                   submit with the claim a certification that--
      separate building, public work, or other division of the purchase
      order/contract, for which the price is stated separately in the                              (i)    The claim is made in good faith; and
      purchase order/contract, payment shall be made for the
      completed work without retention of a percentage.                                            (ii)   Supporting data are accurate and complete to the
                                                                                                          best of Seller's knowledge and belief; and
(f)   All material and work covered by progress payments made
      shall, at the time of payment, become the sole property of the                               (iii) The amount requested accurately reflects the
      Government, but this shall not be construed as:                                                    purchase order/contract adjustment for which Seller
                                                                                                         believes Buyer is liable; and
      (1)   Relieving Seller from the sole responsibility for all material
            and work upon which payments have been made or the                                     (iv) A statement by the person certifying the claim that
            restoration of any damaged work; or                                                         they are duly authorized to certify the claim on behalf
                                                                                                        of Seller.
      (2)   Waiving the right of Buyer to require the fulfillment of all of
            the terms of the purchase order/contract.                                 (d)    The head of Buyer's Purchasing Organization shall, within 60
                                                                                             days, decide the claim or notify Seller of the date by which the
(g)   If performance or payment bonds are required under this                                decision will be made.
      purchase order/contract, Buyer shall pay to Seller that portion
      of the purchase order/contract price equal to the total premiums                (e)    The decision rendered by the head of Buyer's Purchasing
      paid by Seller to obtain bonds. This payment shall be paid at                          Organization shall be final and conclusive and not subject to
      one time to Seller together with the first progress payment                            review or revision by any forum, tribunal or Government agency
      otherwise due after Seller has: (1) furnished the bonds; (2)                           unless suit is filed as provided in this clause. Within one (1)
      furnished evidence of full payment to the surety; and (3)                              year after issuance of the decision, or upon the failure to issue
      submitted a request for such payment. Payments for bond                                such a decision within a reasonable time as provided in (d)
      premiums shall not be made as increments of individual                                 above, the claimant party may seek relief on its claim by
      progress payments. The retainage provisions in paragraph (e)                           commencing suit in the State of Missouri. Any such suit must
      of this clause shall not apply to that portion of a progress                           be filed in the District Court for the Western District of Missouri,
      payment attributable to bond premiums.                                                 or, in the event that such court lacks jurisdiction, in the highest
                                                                                             level trial court of the State of Missouri having jurisdiction. The
(h)   Upon completion and acceptance of all work, the amount due                             parties agree that the determination of any substantive issues
      Seller under this purchase order/contract shall be paid upon the                       of law shall be based upon applicable Federal Law. Each party
      presentation of a properly executed invoice and after Seller                           also agrees that any trial resulting from such suit shall be made
      shall have furnished Buyer with a release of all claims against                        to a court and not to a jury. Thus, as a part of the consideration
      Buyer and the Government arising by virtue of this purchase                            in entering into this purchase order/contract, each party waives
      order/contract, other than claims in stated amounts that Seller                        any right it may have to a trial by jury for any dispute arising
      has specifically excepted from the operation of the release.                           under or related to this purchase order/contract.

6.    DISPUTES                                                                        (f)    Buyer shall pay interest on the amount found due and unpaid
                                                                                             from (1) the date Buyer receives the claim (properly certified if
(a)   Unless otherwise provided in this purchase order/contract, all                         required), or (2) the date payment otherwise would be due, if
      disputes arising under or relating to this purchase                                    that date is later, until the date of payment. Simple interest on

                                                                              Page 3 of 15                                                          1658-01-10
      claims shall be paid at the rate fixed by the Secretary of the                             property that, if the purchase order/contract had been
      Treasury under the Contract Disputes Act of 1978 (P.L. 95-                                 completed, would be required to be furnished to Buyer.
      563), which is applicable to the period during which Buyer
      receives the claim and then at the rate applicable for each 6-                       (7)   Complete performance of the work not terminated.
      month period as fixed by the Treasury Secretary during the
      pendency of the claim.                                                               (8)   Take any action that may be necessary, or that Buyer may
                                                                                                 direct, for the protection and preservation of the property
(g)   Seller shall proceed diligently with performance of this                                   related to this purchase order/contract that is in the
      purchase order/contract, pending final resolution of any request                           possession of Seller and in which Buyer or Government
      for relief, claim, or action arising under or relating to this                             has or may acquire an interest.
      purchase order/contract, and shall comply with any decision of
      the head of Buyer's Purchasing Organization.                                         (9)   Use its best efforts to sell, as directed or authorized by
                                                                                                 Buyer, any property of the types referred to in
(h)   Notwithstanding any other provision of this clause, the parties                            subparagraph (b)(6) of this clause; provided, however, that
      may, by mutual consent, agree to a form of alternative dispute                             Seller (i) is not required to extend credit to any purchaser
      resolution involving an impartial third party to mediate or                                and (ii) may acquire the property under the conditions
      arbitrate disputes.                                                                        prescribed by, and at prices approved by, Buyer. The
                                                                                                 proceeds of any transfer or disposition will be applied to
7.    APPLICABLE LAW                                                                             reduce any payments to be made by Buyer under this
                                                                                                 purchase order/contract, credited to the price or cost of
The rights and obligations of the parties hereto shall be governed by,                           the work, or paid in any other manner directed by Buyer.
and this purchase order/contract shall be interpreted in accordance
with, Federal law.                                                                  (c)    Seller shall submit complete termination inventory schedules
                                                                                           no later than 120 days from the effective date of termination,
8.    RIGHTS AND REMEDIES OF BUYER                                                         unless extended in writing by Buyer upon written request of
                                                                                           Seller within this 120-day period.
The rights and remedies of Buyer set forth herein shall be in addition
to any other rights and remedies provided in law or equity and the                  (d)    After expiration of the plant clearance period as defined in FAR
failure or delay of Buyer to exercise any rights or remedies under                         Subpart 45.6, Seller may submit to Buyer a list, certified as to
this purchase order/contract shall not operate as a general waiver                         quantity and quality, of termination inventory not previously
thereof.                                                                                   disposed of, excluding items authorized for disposition by
                                                                                           Buyer. Seller may request Buyer to remove those items or
9.    TERMINATION FOR CONVENIENCE                                                          enter into an agreement for their storage. Within 15 days,
                                                                                           Buyer will accept title to those items and remove them or enter
(a)   Buyer may terminate performance of work under this purchase                          into a storage agreement. Buyer may verify the list upon
      order/contract in whole or, from time to time, in part if Buyer                      removal of the items, or if stored, within 45 days from
      determines that a termination is in Buyer‟s and Government's                         submission of the list, and shall correct the list, as necessary,
      interest. Buyer shall terminate by delivering to Seller a Notice of                  before final settlement.
      Termination specifying the extent of termination and the
      effective date.                                                               (e)    After termination, Seller shall submit a final termination
                                                                                           settlement proposal to Buyer in the form and with the
(b)   After receipt of a Notice of Termination, and except as directed                     certification prescribed by Buyer. Seller shall submit the
      by Buyer, Seller shall immediately proceed with the following                        proposal promptly, but no later than 1 year from the effective
      obligations, regardless of any delay in determining or adjusting                     date of termination, unless extended in writing by Buyer upon
      any amounts due under this clause:                                                   written request of Seller within this 1-year period. However, if
                                                                                           Buyer determines that the facts justify it, a termination
      (1)   Stop work as specified in the notice.                                          settlement proposal may be received and acted on after 1 year
                                                                                           or any extension. If Seller fails to submit the proposal within
      (2)   Place no further subcontracts or orders (referred to as                        the time allowed, Buyer may determine, on the basis of
            subcontracts in this purchase order/contract) for materials,                   information available, the amount, if any, due Seller because of
            services, or facilities, except as necessary to complete the                   the termination and shall pay the amount determined.
            continued portion of the purchase order/contract.
                                                                                    (f)    Subject to paragraph (e) of this clause, Seller and Buyer may
      (3)   Terminate all subcontracts to the extent they relate to the                    agree upon the whole or any part of the amount to be paid or
            work terminated.                                                               remaining to be paid because of the termination. The amount
                                                                                           may include a reasonable allowance for profit on work done.
      (4)   Assign to Buyer, as directed by Buyer, all right, title, and                   However, the agreed amount, whether under this paragraph (f)
            interest of Seller under the subcontracts terminated, in                       or paragraph (g) below, exclusive of costs shown in
            which case Buyer shall have the right to settle or to pay                      subparagraph (g)(3) below, may not exceed the total purchase
            any termination settlement proposal arising out of those                       order/contract price as reduced by (1) the amount of payments
            terminations.                                                                  previously made and (2) the purchase order/contract price of
                                                                                           work not terminated. The purchase order/contract shall be
      (5)   With approval or ratification to the extent required by                        modified, and Seller paid the agreed amount. Paragraph (g)
            Buyer, settle all outstanding liabilities and termination                      below shall not limit, restrict, or affect the amount that may be
            settlement proposals arising from the termination of                           agreed upon to be paid under this paragraph.
            subcontracts; the approval or ratification will be final for
            purposes of this clause.                                                (g)    If Seller and Buyer fail to agree on the whole amount to be paid
                                                                                           Seller because of the termination of work, Buyer shall pay
      (6)   As directed by Buyer, transfer title and deliver to Buyer (i)                  Seller the amounts determined as follows, but without
            the fabricated or unfabricated parts, work in process,                         duplication of any amounts agreed upon under paragraph (f)
            completed work, supplies, and other material produced or                       above:
            acquired for the work terminated, and (ii) the completed or
            partially completed plans, drawings, information, and other

                                                                            Page 4 of 15                                                        1658-01-10
      (1)   For purchase order/contract work performed before the                                 the provisions of this clause and not recovered by or
            effective date of termination, the total (without duplication                         credited to Buyer.
            of any items) of:
                                                                                     (l)    If the termination is partial, Seller may file a proposal with
            (i)    The cost of this work;                                                   Buyer for an equitable adjustment of the price(s) of the
                                                                                            continued portion of the purchase order/contract. Buyer shall
            (ii)   The cost of settling and paying termination                              make any equitable adjustment agreed upon. Any proposal by
                   settlement proposals under terminated subcontracts                       Seller for an equitable adjustment under this clause shall be
                   that are properly chargeable to the terminated portion                   requested within 90 days from the effective date of termination
                   of the purchase order/contract if not included in                        unless extended in writing by Buyer.
                   subdivision (i) above; and
                                                                                     (m) (1) Buyer may, under the terms and conditions
            (iii) A sum, as profit on (i) above, determined by Buyer                         it prescribes, make partial payments and payments
                  under FAR 49.202, in effect on the date of this                            against costs incurred by Seller for the terminated portion
                  purchase order/contract, to be fair and reasonable;                        of the purchase order/contract, if Buyer believes the total
                  however, if it appears that Seller would have                              of these payments will not exceed the amount to which
                  sustained a loss on the entire purchase                                    Seller will be entitled.
                  order/contract had it been completed, Buyer shall
                  allow no profit under this subdivision (iii) and shall                    (2)   If the total payments exceed the amount finally determined
                  reduce the settlement to reflect the indicated rate of                          to be due, Seller shall repay the excess to Buyer upon
                  loss.                                                                           demand, together with interest computed at the rate
                                                                                                  established by the Secretary of the Treasury under Public
      (2)   The reasonable costs of settlement of the work                                        Law 92-41 (50 U.S.C. App. 1215(b)(2)). Interest shall be
            terminated, including:                                                                computed for the period from the date the excess payment
                                                                                                  is received by Seller to the date the excess is repaid.
            (i)    Accounting, legal, clerical, and other expenses                                Interest shall not be charged on any excess payment due
                   reasonably necessary for the preparation of                                    to a reduction in Seller‟s termination settlement proposal
                   termination settlement proposals and supporting                                because of retention or other disposition of termination
                   data;                                                                          inventory until 10 days after the date of the retention or
                                                                                                  disposition, or a later date determined by Buyer because
            (ii)   The termination and settlement of subcontracts                                 of the circumstances.
                   (excluding the amounts of such settlements); and
                                                                                     (n)    Unless otherwise provided in this purchase order/contract or by
            (iii) Storage, transportation, and other costs incurred,                        statute, Seller shall maintain all records and documents relating
                  reasonably necessary for the preservation,                                to the terminated portion of this purchase order/contract for 3
                  protection, or disposition of the termination inventory.                  years after final settlement. This includes all books and other
                                                                                            evidence bearing on Seller‟s costs and expenses under this
(h)   Except for normal spoilage, and except to the extent that Buyer                       purchase order/contract. Seller shall make these records and
      expressly assumed the risk of loss, Buyer shall exclude from                          documents available to Buyer, at Seller‟s office, at all
      the amounts payable to Seller under paragraph (g) above, the                          reasonable times, without any direct charge. If approved by
      fair value, as determined by Buyer, of property that is                               Buyer, photographs, microphotographs, or other authentic
      destroyed, lost, stolen, or damaged so as to become                                   reproductions may be maintained instead of original records
      undeliverable to the Government or to a buyer.                                        and documents.

(i)   The cost principles and procedures of FAR Part 31, in effect on                10. DEFAULT
      the date of this purchase order/contract, shall govern all costs
      claimed, agreed to, or determined under this clause.                           (a)    If Seller refuses or fails to prosecute the work or any separable
                                                                                            part, with the diligence that will insure its completion within the
(j)   Seller shall have the right to pursue any claim or dispute under                      time specified in this purchase order/contract including any
      the Disputes clause, from any determination made by Buyer                             extension, or fails to complete the work within this time, Buyer
      under paragraph (e), (g), or (l) of this clause, except that if                       may, by written notice to Seller, terminate the right to proceed
      Seller failed to submit the termination settlement proposal                           with the work (or the separable part of the work) that has been
      within the time provided in paragraph (e) or (l), and failed to                       delayed. In this event, Buyer may take over the work and
      request a time extension, it shall have no such right. If Buyer                       complete it by purchase order/contract or otherwise, and may
      has made a determination of the amount due under paragraph                            take possession of and use any materials, appliances, and
      (e), (g), or (l) Buyer shall pay Seller (1) the amount determined                     plant on the work site necessary for completing the work. Seller
      by Buyer if there is no right to pursue a claim or dispute                            and its sureties shall be liable for any damage to Buyer
      hereunder or if such claim or dispute has not been timely                             resulting from Seller's refusal or failure to complete the work
      pursued, or (2) the amount finally determined under the                               within the specified time, whether or not Seller's right to
      “Disputes” clause of this purchase order/contract.                                    proceed with the work is terminated. This liability includes any
                                                                                            increased costs incurred by Buyer in completing the work.
(k)   In arriving at the amount due Seller under this clause, there
      shall be deducted--                                                            (b)    Seller's right to proceed shall not be terminated nor Seller
                                                                                            charged with damages under this clause, if:
      (1)   All unliquidated advance or other payments to Seller under
            the terminated portion of this purchase order/contract;                         (1)   The delay in completing the work arises from
                                                                                                  unforeseeable causes beyond the control and without the
      (2)   Any claim which Buyer has against Seller under this                                   fault or negligence of Seller. Examples of such causes
            purchase order/contract; and                                                          include (i) acts of God or of the public enemy, (ii) acts of
                                                                                                  the Government in either its sovereign or contractual
      (3)   The agreed price for, or the proceeds of sale of, materials,                          capacity, (iii) acts of another Seller in the performance of a
            supplies, or other things acquired by Seller or sold under                            purchase order/contract with Buyer, (iv) fires, (v) floods,
                                                                                                  (vi) epidemics, (vii) quarantine restrictions, (viii) strikes, (ix)

                                                                             Page 5 of 15                                                             1658-01-10
            freight embargoes, (x) unusually severe weather, or (xi)                        (2)   Require all warranties to be executed, in writing, for the
            delays of subcontractors or suppliers at any tier arising                             benefit of Buyer, if directed by Buyer; and
            from unforeseeable causes beyond the control and without
            the fault or negligence of both Seller and the                                  (3)   Enforce all warranties for the benefit of Buyer, if directed
            subcontractors or suppliers; and                                                      by Buyer.

      (2)   Seller, within 10 days from the beginning of any delay                   (h)    In the event Seller's warranty under paragraph (b) of this clause
            (unless extended by Buyer), notifies Buyer in writing of the                    has expired, Buyer may bring suit at its expense to enforce a
            causes of delay. Buyer shall ascertain the facts and the                        subcontractor's, manufacturer's, or supplier's warranty.
            extent of delay. If, in the judgment of Buyer, the findings of
            fact warrant such action, the time for completing the work               (i)    Unless a defect is caused by the negligence of Seller or
            shall be extended. The findings of Buyer shall be final and                     subcontractor or supplier at any tier, Seller shall not be liable
            conclusive on the parties, subject to the remedies under                        for the repair of any defects of material or design furnished by
            the Disputes clause.                                                            Buyer nor for the repair of any damage that results from any
                                                                                            defect in Buyer-furnished material or design.
(c)   If, after termination of Seller's right to proceed, it is determined
      that Seller was not in default, or that the delay was excusable,               (j)    This warranty shall not limit Buyer's rights under the Inspection
      the rights and obligations of the parties will be the same as if                      clause of this purchase order/contract with respect to latent
      the termination had been issued for the convenience of Buyer.                         defects, gross mistakes, or fraud.

(d)   The rights and remedies of Buyer in this clause are in addition                (k)    Defects in design or manufacture of equipment specified by
      to any other rights and remedies provided by law or under this                        Buyer on a "brand name and model" basis, shall not be
      purchase order/contract.                                                              included in this warranty. In this event, Seller shall require any
                                                                                            subcontractors, manufacturers, or suppliers thereof to execute
11. WARRANTY OF CONSTRUCTION                                                                their warranties, in writing, directly to Buyer.

(a)   In addition to any other warranties in this purchase                           12. SUSPECT/COUNTERFEIT ITEMS
      order/contract, Seller warrants, except as provided in paragraph
      (j) of this clause, that work performed under this purchase                    Seller warrants that all items, including subassemblies, components,
      order/contract conforms to the purchase order/contract                         and parts, tendered to Buyer shall be genuine, new and unused, and
      requirements and is free of any defect in equipment, material,                 conform to the requirements of this purchase order/contract, unless
      or design furnished, or workmanship performed by Seller or any                 otherwise approved in writing by Buyer prior to delivery. Seller
      subcontractor or supplier at any tier.                                         further warrants that all components, parts, materials, and supplies
                                                                                     incorporated into Buyer facilities or equipment by Seller during
(b)   This warranty shall continue for a period of 1-year (2 years for               performance of work at Buyer‟s facilities, shall be genuine, new and
      roofing and flashing work) from the date of final acceptance of                unused, and original-equipment-manufacturer items, unless
      the work. If Buyer takes possession of any part of the work                    otherwise approved in writing by Buyer as suitable for the intended
      before final acceptance, this warranty shall continue for a                    purpose prior to use. Seller‟s warranty also extends to labels and/or
      period of 1-year (2 years for roofing and flashing work) from the              trademarks or logos affixed, or designed to be affixed, to items
      date Buyer takes possession.                                                   supplied to Buyer, and to certifications, affirmations, information, or
                                                                                     documentation related to the authenticity and quality of items
(c)   Seller shall remedy at Seller's expense any failure to conform,                supplied or delivered to Buyer under this purchase order/contract.
      or any defect. In addition, Seller shall remedy at Seller's
      expense any damage to Buyer-owned or controlled real or                        Seller shall indemnify Buyer, its agents, and assignees for any
      personal property, when that damage is the result of:                          financial loss, injury, or property damage resulting directly or
                                                                                     indirectly from material, components, or parts furnished or used
      (1)   Seller's failure to conform to purchase order/contract                   under this purchase order/contract that are not genuine, original, and
            requirements; or                                                         new and unused, or otherwise not suitable for the intended purpose.
                                                                                     Seller‟s indemnity includes any financial loss, injury, or property
      (2)   Any defect of equipment, material, workmanship, or                       damage resulting directly or indirectly from items furnished or used
            design furnished.                                                        under this purchase order/contract that are defective, suspect, or
                                                                                     counterfeit, or that have been provided under false pretenses, or that
(d)   Seller shall restore any work damaged in fulfilling the terms and              are materially altered, damaged, deteriorated, degraded, or result in
      conditions of this clause. Seller's warranty with respect to work              product failure.
      repaired or replaced will run for 1 year from the date of repair or
      replacement.                                                                   Suspect/counterfeit items furnished under this purchase
                                                                                     order/contract will be impounded by Buyer. Seller must promptly
(e)   Buyer shall notify Seller, in writing, within a reasonable time                replace them, at no cost, with items acceptable to Buyer, and Seller
      after the discovery of any failure, defect, or damage.                         shall be liable for all costs relating to discovery, removal,
                                                                                     impoundment, and replacement of materials and equipment that
(f)   If Seller fails to remedy any failure, defect, or damage within a              exhibit suspect or counterfeit item characteristics or conditions.
      reasonable time after receipt of notice, Buyer shall have the
      right to replace, repair, or otherwise remedy the failure, defect,             Because falsification of information or documentation may constitute
      or damage at Seller's expense.                                                 criminal conduct, Buyer will segregate impounded items and related
                                                                                     paperwork, that are suspected S/CI, pending a determination by
(g)   With respect to all warranties, express or implied, from                       National Nuclear Security Administration (NNSA) or Department of
      subcontractors, manufacturers, or suppliers for work performed                 Energy (DOE) officials whether the segregated/impounded items
      and materials furnished under this purchase order/contract,                    should be utilized as evidence.
      Seller shall:
                                                                                     No liability shall be asserted or enforceable against Buyer, NNSA, or
      (1)   Obtain all warranties that would be given in normal                      DOE because of impoundment, all such liability being expressly
            commercial practice;                                                     waived by Seller or any person claiming any right or interest under
                                                                                     this purchase order/contract, in the impounded items.

                                                                             Page 6 of 15                                                          1658-01-10
Buyer shall incur no liability for failure to return impounded items to                    differ materially from those ordinarily encountered and generally
Seller and does not assume any liability for loss or damage to items                       recognized as inhering in work of the character provided for in
impounded pursuant to this clause regardless of the circumstances                          the purchase order/contract.
under which said loss or damage may have occurred, and whether
impounded items are in Buyer‟s possession or under its control.                     (b)    Buyer shall investigate the site conditions promptly after
                                                                                           receiving the notice. If the conditions do materially so differ and
Nothing in this clause shall limit Buyer‟s right to reject S/CI and                        cause an increase or decrease in Seller's cost of, or the time
related paperwork, as non-conforming, to deny payment for such                             required for, performing any part of the work under this
items, to return such items to Seller once NNSA/DOE has released                           purchase order/contract, whether or not changed as a result of
the items, or to assert other remedies provided under this purchase                        the conditions, an equitable adjustment shall be made under
order/contract or by law.                                                                  this clause and the purchase order/contract modified in writing
                                                                                           accordingly.
Seller shall include this clause in subcontracts hereunder.
                                                                                    (c)    No request by Seller for an equitable adjustment to the
13. ASSIGNMENT                                                                             purchase order/contract under this clause shall be allowed,
                                                                                           unless Seller has given the written notice required; provided,
This purchase order/contract is assignable by Buyer to the                                 that the time prescribed in (a) above for giving written notice
Government or its designee. Neither this purchase order/contract                           may be extended by Buyer.
nor any interest therein nor claim thereunder shall be assigned or
transferred by Seller except as expressly authorized by Buyer.                      (d)    No request by Seller for an equitable adjustment to the
                                                                                           purchase order/contract for differing site conditions shall be
14. INDEPENDENT CONTRACTOR                                                                 allowed if made after final payment under this purchase
                                                                                           order/contract.
Seller shall act solely as an independent contractor in the
performance of this purchase order/contract and nothing herein shall                17. SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION
be construed to create a relationship of employment, partnership,
agency or joint venture between Buyer and Seller or between Buyer                   (a)    Seller shall keep on the work site a copy of the drawings and
and any of Seller's employees in connection with the work under this                       specifications and shall at all times give Buyer access thereto.
purchase order/contract.                                                                   Anything mentioned in the specifications and not shown on the
                                                                                           drawings, or shown on the drawings and not mentioned in the
15. SITE INVESTIGATION AND CONDITIONS AFFECTING THE                                        specifications, shall be of like effect as if shown or mentioned in
    WORK                                                                                   both. In case of difference between drawings and
                                                                                           specifications, the specifications shall govern. In case of
(a)   Seller acknowledges that it has taken steps reasonably                               discrepancy in the figures, in the drawings, or in the
      necessary to ascertain the nature and location of the work, and                      specifications, the matter shall be promptly submitted to Buyer,
      that it has investigated and satisfied itself as to the general and                  who shall promptly make a determination in writing. Any
      local conditions which can affect the work or its cost, including                    adjustment by Seller without such a determination shall be at
      but not limited to (1) conditions bearing upon transportation,                       its own risk and expense. Buyer shall furnish from time to time
      disposal, handling, and storage of materials; (2) the availability                   such detailed drawings and other information as considered
      of labor, water, electric power, and roads; (3) uncertainties of                     necessary, unless otherwise provided.
      weather, river stages, tides, or similar physical conditions at the
      site; (4) the conformation and conditions of the ground; and (5)              (b)    Where reference is made to specifications, standards, or other
      the character of equipment and facilities needed preliminary to                      publications of the Government, technical societies, or testing
      and during work performance. Seller also acknowledges that it                        organizations, the latest issue of such specification, standard,
      has satisfied itself as to the character, quality, and quantity of                   or publication in effect on the effective date of this purchase
      surface and subsurface materials or obstacles to be                                  order/contract shall apply.
      encountered insofar as this information is reasonably
      ascertainable from an inspection of the site, including all                   (c)    Wherever in the specifications or upon the drawings the words
      exploratory work done by Buyer, as well as from the drawings                         "directed", "required", "ordered", "designated", "prescribed", or
      and specifications made a part of this purchase order/contract.                      words of like import are used, it shall be understood that the
      Any failure of Seller to take the actions described and                              "direction", "requirement", "order", "designation", or
      acknowledged in this paragraph will not relieve Seller from                          "prescription", of Buyer is intended and similarly the words
      responsibility for estimating properly the difficulty and cost of                    "approved", "acceptable", "satisfactory", or words of like import
      successfully performing the work, or for proceeding to                               shall mean "approved by", or "acceptable to", or "satisfactory
      successfully perform the work without additional expense to                          to" Buyer, unless otherwise expressly stated.
      Buyer.
                                                                                    (d)    Where "as shown", "as indicated", "as detailed", or words of
(b)   Buyer assumes no responsibility for any conclusions or                               similar import are used, it shall be understood that the
      interpretations made by Seller based on the information made                         reference is made to the drawings accompanying this purchase
      available by Buyer. Nor does Buyer assume responsibility for                         order/contract unless stated otherwise. The word "provided" as
      any understanding reached or representation made concerning                          used herein shall be understood to mean "provide complete in
      conditions which can affect the work by any of its officers or                       place", that is "furnished and installed."
      agents before the execution of this purchase order/contract,
      unless that understanding or representation is expressly stated               (e)    Shop drawings means drawings, submitted to Buyer by Seller,
      in this purchase order/contract.                                                     or any lower tier subcontractor pursuant to this purchase
                                                                                           order/contract, showing in detail (1) the proposed fabrication
16. DIFFERING SITE CONDITIONS                                                              and assembly of structural elements and (2) the installation
                                                                                           (i.e., form, fit, and attachment details) of materials of
(a)   Seller shall promptly, and before the conditions are disturbed,                      equipment. It includes drawings, diagrams, layouts,
      give a written notice to Buyer of (1) subsurface or latent                           schematics, descriptive literature, illustrations, schedules,
      physical conditions at the site which differ materially from those                   performance and test data, and similar materials furnished by
      indicated in this purchase order/contract, or (2) unknown                            Seller to explain in detail specific portions of the work required
      physical conditions at the site, of an unusual nature, which                         by the purchase order/contract. Buyer may duplicate, use, and

                                                                            Page 7 of 15                                                         1658-01-10
      disclose in any manner and for any purpose shop drawings                            When required by this purchase order/contract or by Buyer,
      delivered under this purchase order/contract.                                       Seller shall also obtain Buyer's approval of materials or articles
                                                                                          that Seller contemplates incorporating into the work. When
(f)   If this purchase order/contract requires shop drawings, Seller                      requesting approval, Seller shall provide full information
      shall coordinate all such drawings, and review them for                             concerning the material or articles. When directed to do so,
      accuracy, completeness, and compliance with purchase                                Seller shall submit samples for approval at Seller's expense,
      order/contract requirements and shall indicate its approval                         with all shipping charges prepaid. Machinery, equipment,
      thereon as evidence of such coordination and review. Shop                           material, and articles that do not have the required approval
      drawings submitted to Buyer without evidence of Seller's                            shall be installed or used at the risk of subsequent rejection.
      approval may be returned for resubmission. Buyer will indicate
      an approval or disapproval of the shop drawings and if not                   (c)    All work under this purchase order/contract shall be performed
      approved as submitted shall indicate Buyer's reasons therefore.                     in a skillful and workmanlike manner. Buyer may require, in
      Any work done before such approval shall be at Seller's risk.                       writing, that Seller remove from the work any employee Buyer
      Approval by Buyer shall not relieve Seller from responsibility for                  deems incompetent, careless, or otherwise objectionable.
      any errors or omissions in such drawings, nor from
      responsibility for complying with the requirements of this                   (d)    Unless otherwise specified in this purchase order/contract,
      purchase order/contract, except with respect to variations                          Seller shall be responsible for all quality assurance measures
      described and approved in accordance with (g) below.                                necessary to ensure that only items and services conforming to
                                                                                          the requirements of this purchase order/contract are tendered
(g)   If shop drawings show variations from the purchase                                  to Buyer for acceptance. This shall include such testing, in-
      order/contract requirements, Seller shall describe such                             process inspections and other verification measures as are
      variations in writing, separate from the drawings, at the time of                   customary in the industry to ensure that parts, components,
      submission. If Buyer approves any such variation, Buyer shall                       and materials furnished by suppliers of Seller and incorporated
      issue an appropriate purchase order/contract modification,                          into end items furnished to Buyer are not counterfeit or of
      except that, if the variation is minor or does not involve a                        suspect quality.
      change in price or in time of performance, a modification need
      not be issued.                                                               20. DESCRIPTIVE SUBMITTALS, SUBSTITUTIONS AND
                                                                                       SAMPLES
(h)   Seller shall submit to Buyer for approval six copies (unless
      otherwise indicated) of all shop drawings as called for under the                   (Applicable when the specifications or drawings require
      various headings of these specifications. Four sets (unless                         the submission of descriptive submittals or samples for
      otherwise indicated) of all shop drawings, will be retained by                      Buyer approval.)
      Buyer and one set will be returned to Seller.
                                                                                   (a)    Descriptive Submittals. In accordance with the clause entitled
(i)   This clause shall be included in all subcontracts at any tier.                      "Material and Workmanship," Seller shall submit for Buyer's
                                                                                          approval, six or more copies of each descriptive submittal as
18. LAYOUT OF WORK                                                                        follows:

Seller shall lay out its work from Buyer-established base lines and                       (1)   Shop drawings, catalog data, equipment and materials
bench marks indicated on the drawings, and shall be responsible for                             lists, elementary diagrams, wiring diagrams, installation
all measurements in connection with the layout. Seller shall furnish,                           instructions, maintenance manuals and instructions, and
at its own expense, all stakes, templates, platforms, equipment,                                operation brochures, shall be submitted for the items of
tools, materials, and labor required to lay out any part of the work.                           equipment and materials listed in the specifications and
Seller shall be responsible for executing the work to the lines and                             drawings in accordance with the coded legend set forth
grades that may be established or indicated by Buyer. Seller shall                              therein within the time required by Buyer. If materials or
also be responsible for maintaining and preserving all stakes and                               equipment are required but are not specifically listed
other marks established by Buyer until authorized to remove them. If                            herein, the most closely related item listed will govern the
such marks are destroyed by Seller or through its negligence before                             type of descriptive submittal required. After Buyer's
their removal is authorized, Buyer may replace them and deduct the                              approval has been indicated on each copy by appropriate
expense of the replacement from any amounts due or to become                                    signature, stamp and date, four or more copies will be
due to Seller.                                                                                  retained by Buyer and the balance returned to Seller.
                                                                                                Approval of such submittals will not relieve Seller of the
19. MATERIAL AND WORKMANSHIP                                                                    responsibility for correcting any errors that may exist or for
                                                                                                meeting requirements of the specifications and drawings.
(a)   All equipment, material, and articles incorporated into the work
      covered by this purchase order/contract shall be new and of the                     (2)   Submittals shall include a list showing each item and
      most suitable grade for the purpose intended, unless otherwise                            manufacturer for approval and shall be submitted
      specifically provided in this purchase order/contract.                                    concurrently with all equipment that forms a system or
      References in the specifications to equipment, material,                                  subsystem that must be reviewed simultaneously because
      articles, or patented processes by trade name, make, or                                   of coordination requirements.
      catalog number, shall be regarded as establishing a standard of
      quality and shall not be construed as limiting competition. Seller                  (3)   Where NFPA codes or other prescribed codes require that
      may, at its option, use any equipment, material, article, or                              materials and/or fixtures shall be approved, listed, or
      process that, in the judgment of Buyer, is equal to that named                            labeled; this approval shall be that of Underwriters
      in the specifications, unless otherwise specifically provided in                          Laboratory, or Factory Mutual Research Corporation.
      this purchase order/contract.                                                             Where a company has but a single product and that
                                                                                                company is listed as approved by either of the above
(b)   Seller shall obtain Buyer's approval of machinery and                                     firms, individual material and/or fixture approval will not be
      mechanical and other equipment to be incorporated into the                                required. However, for a company having a multiple line
      work. When requesting approval, Seller shall furnish to Buyer                             of either materials or fixtures, some of which are not
      the name of manufacturer, model number, and other                                         approved, then individual approved notification is required.
      information concerning the performance, capacity, nature, and
      rating of machinery, and mechanical and other equipment.

                                                                           Page 8 of 15                                                          1658-01-10
      (4)   Catalogs for submittal shall have unrelated pages                                work to be performed or the performance period of the
            removed. Capacities and specified parameters relating to                         purchase order/contract. If Seller fails to submit an initial or
            the item shall be clearly marked.                                                revised progress schedule within the time prescribed, Buyer
                                                                                             may withhold approval of progress payments until Seller
      (5)   Maintenance manuals and instructions shall indicate                              submits the required schedule.
            routine-type work, defined by step-by-step instructions that
            should be performed to insure long life and proper                        (b)    Seller shall submit periodic reports of actual progress at the
            operations. The recommended frequency of performance                             intervals and in the form, detail, and number of copies, directed
            shall also be included. Instructions should include                              by Buyer. If, in the opinion of Buyer, Seller falls behind the
            possible trouble spots with diagnosis and correction of                          approved schedule, Seller shall take steps necessary to
            each. These manuals and instructions shall be turned                             improve its progress, including those that may be required by
            over to Buyer upon completion of the project.                                    Buyer, without additional cost to Buyer. In this circumstance,
                                                                                             Buyer may require Seller to increase the number of shifts,
      (6)   Theory of operation brochures shall describe the function                        overtime operations, days of work, and/or the amount of
            of each component or subassembly in block-diagram-type                           construction plant, and to submit for approval any
            presentation to a degree that a mechanic will understand                         supplementary schedule or schedules in chart form as Buyer
            the product well enough to operate and maintain it. These                        deems necessary to demonstrate how the approved rate of
            brochures will be submitted to Buyer upon completion of                          progress will be regained. Where extended working hours are
            the project.                                                                     not attributable to an excusable delay under the Default clause
                                                                                             of this purchase order/contract, Seller shall be liable for any
      (7)   All items and materials requiring a fire rating shall be U.L.                    increased costs to Buyer for administering the purchase
            labeled or a certificate from the manufacturer certifying the                    order/contract (i.e. additional security forces, project engineer
            U.L. rating shall be submitted to Buyer. Seller shall                            superintendence, or utilities) during such periods.
            furnish a letter certification stating that all fire rated
            materials used in the construction were installed in                      (c)    Onsite work during other than the hours stated in the
            accordance with the U.L. requirements.                                           construction specifications (the normal daytime business hours
                                                                                             of Buyer if not stated in the construction specifications) shall be
(b)   Substitutions. Written authorization of Buyer is required for                          subject to Buyer approval. Requests for extended work hours
      inclusion in the work of items proposed to be substituted in lieu                      shall be submitted during Buyer's normal daytime business
      of those specified or referenced in accordance with the clause                         hours: (1) twenty-four hours in advance of Seller's need if the
      entitled "Changes."                                                                    extended hours will occur on Saturday, Sunday, or a holiday;
                                                                                             or, (2) four hours in advance of Seller's need if the extended
(c)   Samples.                                                                               hours will occur during other periods. Notwithstanding Buyer
                                                                                             approval to work extended hours, such work will be stopped
      (1)   When samples are required, they shall be furnished at                            should it disrupt Buyer operations.
            Seller's expense in accordance with the clause entitled
            "Material and Workmanship." Samples shall be submitted                    (d)    Failure of Seller to comply with the requirements of Buyer
            within the time specified, or if no time is specified, within a                  under this clause constitutes grounds for a determination by
            reasonable time before use to permit inspection and                              Buyer that Seller is not prosecuting the work with sufficient
            testing. Samples shall be shipped prepaid, delivered as                          diligence to ensure completion within the time specified in the
            directed by Buyer, and shall be properly marked to show                          purchase order/contract. Upon making this determination,
            the name of the material, trademark of manufacturer,                             Buyer may terminate Seller's right to proceed with the work, or
            place of origin, number and name of work where the                               any separable part of it, in accordance with the default terms of
            material represented by the sample will be used, and the                         this purchase order/contract.
            name of Seller submitting the sample.
                                                                                      22. OPERATIONS AND STORAGE AREAS
      (2)   Samples not subject to destructive testing may be retained
            by Buyer until completion of the construction. If requested               (a)    Seller shall confine all operations (including storage of
            in writing by Seller at the time of submission, samples will                     materials) on Buyer premises to areas authorized or approved
            be returned at Seller's expense upon completion of the                           by Buyer. Seller shall hold and save Buyer and the
            construction. Failure of any samples to pass specified                           Government, their officers and agents, free and harmless from
            requirements will be sufficient cause for refusal to                             liability of any nature occasioned by Seller's performance.
            consider further any samples from the same manufacturer
            whose materials failed to pass testing requirements.                      (b)    Temporary buildings (e.g., storage sheds, shops, offices) and
                                                                                             utilities may be erected by Seller only with the approval of
21. PROGRESS SCHEDULES AND REQUIREMENTS FOR                                                  Buyer and shall be built with labor and materials furnished by
    OVERTIME WORK                                                                            Seller without expense to Buyer. Such temporary buildings and
                                                                                             utilities shall only be used for purposes directly related to the
(a)   Seller shall, within 15 days after receipt of a notice to proceed                      performance of purchase order/contract work. The temporary
      or such other period of time determined by Buyer, prepare and                          buildings and utilities shall remain the property of Seller and
      submit a construction progress schedule to Buyer for approval.                         shall be removed by Seller at its expense upon completion of
      The progress schedule shall be in the form, detail and number                          the work. After removal, the site or sites of temporary buildings
      of copies prescribed by Buyer showing the order in which Seller                        and utilities shall be cleaned to the satisfaction of Buyer. With
      proposes to perform the work, and the dates on which Seller                            the written consent of Buyer, the buildings and utilities may be
      contemplates starting and completing the several salient                               abandoned and need not be removed.
      features of the work (including acquiring materials, plant, and
      equipment, interruption of utility services, and other key work                 (c)    Seller shall, under regulations prescribed by Buyer, use only
      activities). The schedule shall be in the form of a progress chart                     established roadways, or use temporary roadways constructed
      of suitable scale to indicate appropriately the percentage of                          by Seller when and as authorized by Buyer. When materials
      work scheduled for completion by any given date during the                             are transported in prosecuting the work, vehicles shall not be
      performance period of the purchase order/contract. Buyer may                           loaded beyond the loading capacity recommended by the
      require a revised progress schedule where changes are made                             manufacturer of the vehicle or prescribed by any Federal,
      to the purchase order/contract affecting the amount or type of                         State, or local law or regulation. When it is necessary to cross

                                                                              Page 9 of 15                                                         1658-01-10
      curbs or sidewalks, Seller shall protect them from damage.                   (b)     Buyer's duly appointed Safety Coordinator, who will also be
      Seller shall repair or pay for the repair of any damaged curbs,                      identified to Seller in writing prior to the commencement of
      sidewalks, or roads.                                                                 work, or the Safety Coordinator's designee, shall have authority
                                                                                           to inspect Seller's work for compliance with safety requirements
23. CLEANING UP                                                                            identified in the Construction Safety Handbook.

Seller shall at all times keep the work area, including storage areas,             26. CONSTRUCTION SAFETY HANDBOOK
free from accumulations of waste materials. Before completing the
work, Seller shall remove from the work and premises any rubbish,                  In accordance with the terms of the DEAR clause entitled
tools, scaffolding, equipment, and materials that are not the property             “Integration of Environment, Safety, and Health into Work Planning
of Buyer or the Government. Upon completing the work, Seller shall                 and Execution,” the Construction Safety Handbook, is incorporated
leave the work area in a clean, neat, and orderly condition                        into this purchase order/contract, by reference, with the same force
satisfactory to Buyer.                                                             and effect as if stated in full text. This publication sets forth the
                                                                                   safety, health, fire and environmental protection requirements, and
24. UTILITIES                                                                      plant rules, which must be followed by Seller and its subcontractors
                                                                                   who are performing work in or about the DOE Kansas City Plant site,
(a)   Water, Electricity and Gas.                                                  or other sites as identified in the purchase order/contract. Unless
                                                                                   specifically amended, nullified, or augmented by the Construction
      Except as otherwise stated in this purchase order/contract,                  Specifications incorporated into this purchase order/contract, all
      water, electricity, gas and compressed air will be furnished to              terms and requirements of the Construction Safety Handbook shall
      Seller without charge, subject only to its availability. In the              apply. These requirements are in addition to any other requirements
      event Buyer determines such utilities are not available, Seller              of this purchase order/contract. Seller shall comply with the
      will furnish necessary utilities from other sources at no                    requirements of the most current version of the Construction Safety
      additional cost to Buyer.                                                    Handbook as it appears on the Honeywell FM&T web site
                                                                                   www.kcp.com/ (navigate to „Supply Chain Mgt,‟ then to „Integrated
(b)   Temporary Utility Service.                                                   Supply Chain,‟ then to „Subcontractor Safety,‟ and then to
                                                                                   „Construction Safety Handbook‟).
      Unless otherwise directed by Buyer, Seller shall install and
      maintain, at its own expense, all temporary utility connections              27. USE OF EXPLOSIVES
      to existing distribution systems. Such connections will be made
      only at locations approved by Buyer. The temporary lines and                 Seller use, transportation, storage or handling of explosives,
      connections will be furnished, installed, connected, and                     including detonating devices, shall be subject to approval only by
      maintained by Seller in a workmanlike manner, satisfactory to                written permission of Buyer's Project Engineer. If such written
      Buyer, and furnished with acceptable protective devices                      permission is granted, Seller shall be responsible for all injuries to
      necessary to prevent damage to property. Inspection and                      persons, including death resulting therefrom, and for damage to
      acceptance by Buyer will not relieve Seller from liability for any           property (including Buyer or Government property) resulting from
      damage caused by Seller in installing or maintaining such                    use, transportation, storage or handling of explosives. Seller shall
      temporary utility services. The utility services shall be restored           indemnify and hold harmless Buyer and the Government as well as
      to their original condition, at the expense of Seller, when the              their officers, agents and employees against any and all loss,
      temporary connections are removed, unless otherwise                          damage, and expense against liability to third persons resulting from
      authorized by Buyer.                                                         the use, transportation, storage or handling of explosives and shall
                                                                                   promptly pay the cost and expense of the defense of any claim or
(c)   Temporary Lighting and Ventilation.                                          litigation against Buyer or the Government or their officers, agents,
                                                                                   or employees, resulting therefrom, including the amount of any
      Seller will be responsible for furnishing and maintaining                    judgment rendered against Buyer or Government, or settlement
      adequate facilities, approved by Buyer, for temporary lighting               (made with the consent of Seller). The use, transportation, storage,
      and ventilation, as required in all areas during all processes of            or handling of explosives shall be performed in accordance with
      work.                                                                        applicable OSHA rules and regulations and the latest edition of the
                                                                                   DuPont Blasters Handbook.
(d)   Telephone.
                                                                                   28. INSPECTION
      All telephones required by Seller shall be furnished at its own
      expense.                                                                     (a)     Definition. "Work" includes, but is not limited to, materials,
                                                                                           workmanship, and manufacture and fabrication of components.
(e)   Interruptions to Utility Services.
                                                                                   (b)     Seller shall maintain an adequate inspection system and
      Certain portions of the work may require interruptions to utility                    perform such inspections as will ensure that the work
      services. No outage will be permitted without prior written                          performed under the purchase order/contract conforms to
      consent of Buyer. All outages shall be held to a minimum in                          purchase order/contract requirements. Seller shall maintain
      number and duration. Specific requirements shall be as set                           complete inspection records and make them available to Buyer.
      forth in the specifications or drawings. All utility tie-in costs                    All work shall be conducted under the general direction of
      shall be included in the total purchase order/contract price at                      Buyer and is subject to Buyer inspection and test at all places
      non-premium time except to the extent this purchase                                  and at all reasonable times before acceptance to ensure strict
      order/contract specifically requires tie-ins to be made at                           compliance with the terms of the purchase order/contract.
      premium time.
                                                                                   (c)     Buyer inspections and tests are for the sole benefit of Buyer
25. PROJECT ENGINEERS AND SAFETY COORDINATOR                                               and do not:

(a)   The work is subject to inspection pursuant to the clause entitled                    (1) Relieve Seller of responsibility for providing adequate
      "Inspection" by Buyer's duly appointed Project Engineers who                             quality control measures;
      will be identified to Seller in writing prior to the commencement
      of work.                                                                             (2) Relieve Seller of responsibility for damage to or loss of the
                                                                                               material before acceptance;

                                                                           Page 10 of 15                                                         1658-01-10
      (3) Constitute or imply acceptance; or                                          (b)     While Buyer or Government has such possession or use, Seller
                                                                                              shall be relieved of the responsibility for the loss of or damage
      (4) Affect the continuing rights of Buyer after acceptance of the                       to the work resulting from Buyer's or Government's possession
          completed work under paragraph (i) below.                                           or use. If prior possession or use by Buyer or Government
                                                                                              delays the progress of the work or causes additional expense to
(d)   The presence or absence of Buyer's project engineer or                                  Seller, an equitable adjustment shall be made in the purchase
      inspector does not relieve Seller from any purchase                                     order/contract price or the time of completion, and the purchase
      order/contract requirement, nor is the project engineer or                              order/contract shall be modified in writing accordingly.
      inspector authorized to change any requirement of the
      purchase order/contract, including the specifications and                       30. PERFORMANCE OF WORK BY SELLER
      drawings, unless authorized in writing by Buyer's Purchasing
      Representative.                                                                 Seller shall perform on the site, and with its own organization, work
                                                                                      equivalent to at least twenty-five (25) percent of the total amount of
(e)   Seller shall promptly furnish, without additional charge, all                   work to be performed under this purchase order/contract. This
      facilities, labor, and material reasonably needed for performing                percentage may be reduced if Buyer determines that the reduction
      such safe and convenient inspections and tests as may be                        would be to the advantage of Buyer or the Government.
      required by Buyer. Buyer may charge to Seller any additional
      cost of inspection or test when work is not ready at the time                   31. SUPERINTENDENCE BY SELLER
      specified by Seller for inspection or test, or when prior rejection
      makes reinspection or retest necessary. Buyer shall perform all                 At all times during performance of this purchase order/contract and
      inspections and tests in a manner that will not unnecessarily                   until the work is completed and accepted, Seller shall directly
      delay the work. Special, full size, and performance tests shall                 superintend the work or assign and have on the work site a
      be performed as described in the purchase order/contract.                       competent superintendent who is satisfactory to Buyer and has
                                                                                      authority to act for Seller.
(f)   Seller shall, without charge, replace or correct work found by
      Buyer not to conform to purchase order/contract requirements,                   32. OTHER PURCHASE ORDERS/CONTRACTS
      unless in the public interest Buyer or the Government consents
      to accept the work with an appropriate adjustment in purchase                   Buyer or the Government may undertake or award other purchase
      order/contract price. Seller shall promptly segregate and                       orders/contracts for additional work at or near the site of the work
      remove rejected material from the premises.                                     under this purchase order/contract. Seller shall fully cooperate with
                                                                                      the other contractors or subcontractors and with Buyer or
(g)   If Seller does not promptly replace or correct rejected work,                   Government employees and shall carefully adapt scheduling and
      Buyer may (1) by purchase order/contract or otherwise, replace                  performing the work under this purchase order/contract to
      or correct the work and charge the cost to Seller or (2)                        accommodate the additional work, heeding any direction that may
      terminate Seller's right to proceed in accordance with the                      be provided by Buyer. Seller shall not commit or permit any act that
      "Default" clause of this purchase order/contract.                               will interfere with the performance of work by any other contractor,
                                                                                      subcontractor, Buyer or Government employees.
(h)   If, before acceptance of the entire work, Buyer decides to
      examine already completed work by removing it or tearing it                     33. SUSPENSION OF WORK
      out, Seller, on request, shall promptly furnish all necessary
      facilities, labor, and material. If the work is found to be defective           (a)     Buyer may order Seller, in writing, to suspend, delay, or
      or nonconforming in any material respect due to the fault of                            interrupt all or any part of the work of this purchase
      Seller or its subcontractors, Seller shall defray the expenses of                       order/contract for the period of time that Buyer determines
      the examination and of satisfactory reconstruction. However, if                         appropriate for the convenience of Buyer or the Government.
      the work is found to meet purchase order/contract                               (b)     If the performance of all or any part of the work is, for an
      requirements, Buyer shall make an equitable adjustment for the                          unreasonable period of time, suspended, delayed, or
      additional services involved in the examination and                                     interrupted (1) by an act of Buyer in the administration of this
      reconstruction, including, if completion of the work was thereby                        purchase order/contract, or (2) by Buyer's failure to act within
      delayed, an extension of time.                                                          the time specified in this purchase order/contract (or within a
                                                                                              reasonable time if not specified), an adjustment shall be made
(i)   Unless otherwise specified in the purchase order/contract,                              for any increase in the cost of performance of this purchase
      Buyer shall accept, as promptly as practicable after completion                         order/contract (excluding profit) necessarily caused by the
      and inspection, all work required by the purchase order/contract                        unreasonable suspension, delay, or interruption, and the
      or that portion of the work Buyer determines can be accepted                            purchase order/contract modified in writing accordingly.
      separately. Acceptance shall be final and conclusive except for                         However, no adjustment shall be made under this clause for
      latent defects, fraud, gross mistakes amounting to fraud, or                            any suspension, delay, or interruption to the extent that
      Buyer's rights under any warranty or guarantee.                                         performance would have been so suspended, delayed, or
                                                                                              interrupted by any other cause, including the fault or negligence
29. USE AND POSSESSION PRIOR TO COMPLETION                                                    of Seller, or for which an equitable adjustment is provided for or
                                                                                              excluded under any other term or condition of this purchase
(a)   Buyer or the Government shall have the right to take                                    order/contract.
      possession of or use any completed or partially completed part
      of the work. Before taking possession of or using any work,                     (c)     A claim under this clause shall not be allowed (1) for any costs
      Buyer shall furnish Seller a list of items of work remaining to be                      incurred more than 20 days before Seller shall have notified
      performed or corrected on those portions of the work that Buyer                         Buyer in writing of the act or failure to act involved (but this
      or Government intends to take possession of or use. However,                            requirement shall not apply as to a claim resulting from a
      failure of Buyer to list any item of work shall not relieve Seller of                   suspension order), and (2) unless the claim, in an amount
      responsibility for complying with the terms of the purchase                             stated, is asserted in writing as soon as practicable after the
      order/contract. Buyer's or Government's possession or use                               termination of the suspension, delay, or interruption, but not
      shall not be deemed an acceptance of any work under the                                 later than the date of final payment under the purchase
      purchase order/contract.                                                                order/contract.




                                                                              Page 11 of 15                                                        1658-01-10
34. LIABILITY FOR DAMAGES, PROTECTION OF EXISTING                                              (1)   Corporate Sureties -- must appear on the list contained in
    INSTALLATION                                                                                     the Department of Treasury Circular #570, "Companies
                                                                                                     Holding Certificates of Authority as Acceptable Sureties on
(a)   Liability. Seller shall be responsible for all injury or death to                              Federal Bonds and Acceptable Reinsuring Companies" in
      persons or damage to property or underground utilities which                                   accordance with FAR Section 28.202 .
      are indicated in the specifications and/or drawings (or the
      existence of which Seller knew or should have known) that                                (2)   Individual Sureties -- must meet the requirements
      occurs as a result of performing work hereunder. Seller shall                                  described under FAR Section 28.203.
      indemnify and hold harmless Buyer and the Government and
      their officers and employees from and against all claims or                      (d)     Alternatives in lieu of Sureties. Seller may deposit with Buyer
      suits based upon such injury or damage. Seller shall also be                             any of the types of security listed under FAR Section 28.204
      responsible for all material delivered and work performed until                          (i.e. United States bonds or notes, certified or cashiers checks,
      completion and final acceptance of the work.                                             bank drafts, money orders, or currency) instead of furnishing
                                                                                               corporate or individual sureties on payment and performance
(b)   Protection of Existing Installation, Materials, and Work.                                bonds. When any of these types of security are furnished,
                                                                                               Seller shall execute the payment and performance bonds forms
      (1)   Seller shall protect all existing structures, traffic signs, and                   as the principal and shall incorporate a statement on the bond
            installation of any kind (including underground property or                        forms pledging the security. Additionally, where bonds or notes
            underground utilities which are indicated in the                                   are deposited, Seller shall furnish a duly executed power of
            specifications and/or drawings or the existence of which is                        attorney and agreement authorizing the collection or sale of
            otherwise made known to Seller) against damages or                                 such bonds or notes in the event of default of the principal on
            interruption of service. Seller shall at all times protect and                     the payment or performance bond.
            preserve all materials, supplies and equipment of every
            description, including property which may be Government-                   36. ADDITIONAL BOND SECURITY
            furnished or owned, and all work performed. All requests
            of Buyer to enclose or specially protect such property shall                       (Applicable if Seller is required to furnish payment or
            be complied with.                                                                  performance bonds under the purchase order/contract.)

      (2)   If Buyer determines that structures, installation, materials,              Seller shall promptly furnish additional security required to protect
            equipment, supplies, and work performed are not                            Buyer, the Government and persons supplying labor or materials
            adequately protected by Seller, necessary protective                       under this purchase order/contract if:
            action may be taken by Buyer, and the cost thereof will be
            charged to Seller or be deducted from any payments due                     (a)     Any surety upon any bond furnished with this purchase
            Seller. Unless otherwise stated in these terms and                                 order/contract becomes unacceptable to Buyer or the
            conditions or directed by Buyer, damage to any utilities,                          Government;
            the existence of which is not made known or not indicated
            in the specifications or drawings, shall be repaired                       (b)     Any surety fails to furnish reports on its financial condition as
            immediately by Seller and an equitable adjustment                                  required by Buyer or the Government; or
            (excluding profit) will be made in the purchase
            order/contract price and performance period for increased                  (c)     The purchase order/contract performance period is extended
            performance costs and/or delays attributable to the repair.                        and an irrevocable letter of credit (ILC) is used as security. If
                                                                                               Seller does not furnish an acceptable extension or replacement
35. BONDING REQUIREMENTS - CONSTRUCTION                                                        ILC, or other acceptable substitute, at least 30 days before an
                                                                                               ILC‟s scheduled expiration, Buyer has the right to immediately
      (Applicable if this purchase order/contract exceeds                                      draw on the ILC.
      $25,000.)
                                                                                       37. SELLER USE OF GOVERNMENT-OWNED/BUYER-
(a)   Bond Requirement. Seller shall not be allowed to begin work                          SUPPLIED EQUIPMENT
      under this purchase order/contract until it has furnished: (1) a
      payment bond to assure payment of all persons supplying                          It is Buyer‟s policy and intent that Government-owned/
      material and labor in connection with the work hereunder; and                    Buyer-supplied equipment not be used by contractors and that terms
      (2) a performance bond securing performance of the work and                      of our contracts require them to supply all equipment necessary to
      fulfillment of Seller's other obligations under the purchase                     perform their required work. It is recognized, however, that
      order/contract.                                                                  exceptional circumstances could result in the necessity for limited
                                                                                       use of Government-owned/Buyer-supplied equipment; therefore,
(b)   Penal Sums. The penal sum of bonds shall be based upon the                       when such occasions arise, the following Indemnification and Hold
      purchase order/contract price (or estimated amount appearing                     Harmless provision will be applicable to such use:
      on the face of the purchase order/contract) as follows:
                                                                                               Contractor/Seller agrees to hold harmless and indemnify Buyer
      (1)   Payment Bond: shall be 100% of the purchase                                        and the United States Government, their officers, agents and
            order/contract price. If the purchase order/contract price                         employees for any and all damages whatsoever, including, but
            increases, an additional amount equal to 100% of the                               not limited to, personal injury and property damage sustained
            amount of the increase.                                                            as a result of, or arising out of, performance of any work
                                                                                               involving the use of Government-owned/Buyer-supplied
      (2)   Performance Bond: shall be 100% of the purchase                                    equipment.
            order/contract price. If the purchase order/contract price
            increases, an amount equal to 100% of the amount of the                            Neither Buyer, the United States Government, nor persons
            increase.                                                                          acting on their behalf shall be liable for any injury to or death of
                                                                                               persons or other living things or damage to or destruction of
(c)   Acceptability of Sureties. Corporate or Individual Sureties                              property or for any other loss, damage, or injury of any kind
      offered for payment and performance bonds by Seller shall                                whatsoever, including costs and expenses incurred, resulting
      meet the following requirements:                                                         from Contractor/Seller use and operation of Government-
                                                                                               owned/Buyer-supplied equipment.

                                                                               Page 12 of 15                                                           1658-01-10
This clause shall flow down to all appropriate subcontracts.                                persons within Seller‟s organization directly concerned with the
                                                                                            performance of the purchase order/contract.
38. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS,
    CODES, RULES, AND REGULATIONS                                                   (c)     Seller agrees, if requested by Buyer, to sign an agreement
                                                                                            identical, in all material respects, to the provisions of this
Unless otherwise stated in this purchase order/contract, Seller shall,                      clause, with each company supplying information to Seller
without additional expense to Buyer, be responsible for obtaining any                       under this purchase order/contract, and to supply a copy of
necessary licenses and permits, and for complying with any Federal,                         such agreement to Buyer.
State, and municipal laws, executive orders, codes, rules, and
regulations applicable to the performance of this purchase                          (d)     Seller agrees that upon request by Buyer it will execute a
order/contract.                                                                             Buyer-approved agreement with any party whose facilities or
                                                                                            information it is given access to or is furnished, restricting use
39. SELLER RESPONSIBILITY FOR CONTROL OF TECHNICAL                                          and disclosure of the information obtained from the facilities.
    DATA                                                                                    Upon request by Buyer, such an agreement shall also be
                                                                                            signed by Seller personnel.
      (Applicable if Buyer-furnished data is provided to Seller)
                                                                                    (e)     The clause shall flow down to all appropriate subcontracts.
Any technical data furnished by Buyer in connection with this
purchase order/contract is supplied for use in the United States only.              42. OBTAINING SECURITY CLEARANCES
It may be controlled by the U.S. Department of State International
Traffic in Arms Regulations (ITAR) 22 CFR 120-130 or the U.S.                               (Applicable if work requires access to classified
Department of Commerce Export Administration Regulations (EAR),                             information or to areas of restricted access.)
and may not be exported outside of the United States or shared with
foreign persons without the appropriate prior authorization from the                (a)     Seller shall furnish Buyer advance written notice identifying all
U.S. Government. If Seller intends to export or release the data to                         subcontractor organizations requiring access to the work site,
foreign persons, Seller must notify Buyer and/or assume the                                 other areas of FM&T‟s Plant, or other controlled access
responsibility of obtaining an export license or other approval from                        facilities.
the U.S. Department of State or Department of Commerce, as
applicable. Diversion contrary to U.S. export laws and regulations is               (b)     Should “L” or "Q" security clearances be required for Seller or
prohibited.                                                                                 lower-tier subcontractor personnel, Seller shall furnish Buyer a
                                                                                            letter listing name, citizenship, status and craft of each person.
40. RELEASE OF INFORMATION TO THE PUBLIC
                                                                                    (c)     Due to length of time and expense required to obtain a security
Seller shall not, without the prior written consent of Buyer, make any                      clearance, Seller shall apply for clearances only for permanent
release of information in any form (other than to Seller's employees                        employees whose continued employment is anticipated during
and subcontractors which is required for the performance of their                           the overall performance term of purchase order/contract.
work under this purchase order/contract) which identifies or could
lead to the identification of the name of Buyer or which uses Buyer's               (d)     Buyer will furnish Seller with required forms to initiate
name in any advertising, publicity or promotional material.                                 processing of security clearances. Seller is responsible for
                                                                                            distribution and return of completed forms to Buyer by
41. CONFIDENTIALITY OF INFORMATION                                                          applicants.

(a)   To the extent that the work under this purchase order/contract                43. NOTIFICATION OF “L” AND “Q” CLEARED OR
      requires that Seller be given access to confidential or                           “UNCLEARED WITH A BADGE” EMPLOYEE
      proprietary business or financial information belonging to the                    TERMINATIONS
      Government, Buyer or other companies, Seller shall, after
      receipt thereof, treat such information as confidential and                           (Applicable if Seller has “L” or “Q” cleared or “Uncleared
      agrees not to appropriate such information to its own use or to                       With A Badge” employees.)
      disclose such information to third parties, including its corporate
      parent, unless specifically authorized by Buyer in writing The                Seller shall notify Buyer‟s designated security representative by
      foregoing obligations, however, shall not apply to information                telephone within eight hours after termination of any “L” or “Q”
      which:                                                                        cleared or “Uncleared With A Badge” seller employee who has been
                                                                                    assigned to work under this purchase order/contract. If seller fails to
      (1)   At the time of receipt by Seller, is in public domain;                  notify Buyer‟s designated security representative within eight hours,
                                                                                    Seller shall be responsible for any damage or injury resulting from or
      (2)   Is published after receipt thereof by Seller or otherwise               arising out of the actions or omissions of Seller‟s former employees.
            becomes part of the public domain through no fault of                   Such notice shall be confirmed by facsimile or e-mail to Buyer‟s
            Seller;                                                                 Personnel Security Department.

      (3)   Seller can demonstrate was in its possession at the time                44. ORDER OF PRECEDENCE
            of receipt thereof and was not acquired directly or
            indirectly from the Government, Buyer or other                          Unless otherwise specified, for any inconsistency between the
            companies;                                                              purchase order/contract, these terms and conditions, or the
                                                                                    specifications and drawings, the inconsistency shall be resolved by
      (4)   Seller can demonstrate was received by it from a third                  giving precedence in the following order:
            party who did not require Seller to hold it in confidence.
                                                                                    (a)     The purchase order/contract document, including these terms
(b)   Seller shall obtain the written agreement, in a form satisfactory                     and conditions of purchase;
      to Buyer, of each employee permitted access, whereby the                      (b)     Product drawings/specification/SS prefix documents;
      employee agrees that he will not discuss, divulge or disclose                 (c)     Design/Production Agency material/process specifications and
      any such information to any person or entity except those                             standards;



                                                                            Page 13 of 15                                                          1658-01-10
(d)   Federal, military, industrial or technical society material/process                       clause includes the Missouri Counties of Clay, Platte,
      specifications and standards;                                                             Jackson, Ray, and Cass; and the Kansas Counties of
(e)   Product data forms;                                                                       Wyandotte and Johnson. Goals for minority and female
(f)   Equipment manufacturer‟s operating procedures.                                            participation in each trade are 12.7% and 6.9%,
                                                                                                respectively. The term “Covered Area” referred to in this
45. FAR AND DEAR CLAUSES/PROVISIONS INCORPORATED                                                FAR clause for New Mexico is Bernalillo County. Goals
    BY REFERENCE                                                                                for minority and female participation are 38.3% and 6.9%,
                                                                                                respectively.)
This purchase order/contract incorporates one or more FAR and                               (2) FAR 52.222-27, Affirmative Action Compliance
DEAR provisions/clauses by reference with the same force and                                    Requirements For Construction (FEB 1999)
effect as if they were given in full text. Such provisions/clauses are                      (3) FAR 52.222-36, Affirmative Action For Workers With
identified below and elsewhere in this purchase order/contract by                               Disabilities (JUN 1998)
their title, effectivity date, and reference where they appear in the
FAR and/or DEAR. The FAR and DEAR may be obtained from the                           (F) Applicable if purchase order/contract exceeds $100,000:
Superintendent of Documents, US Government Printing Office and
is available for viewing/downloading at a variety of Internet Sites                         (1)   FAR 52.203-6, Restrictions On Subcontractor Sales To
including URLs: http://www.arnet.gov/far/; and                                                    The Government (SEP 2006)
http://farsite.hill.af.mil/vfdoea.htm.                                                      (2)   FAR 52.203-7, Anti-Kickback Procedures, (JUL 1995)
                                                                                            (3)   FAR 52.203-12, Limitation On Payments To Influence
(A) Applicable to purchase order/contract:                                                        Certain Federal Transactions (SEP 2007)
                                                                                            (4)   FAR 52.219-8, Utilization Of Small Business Concerns
      (1)   FAR 52.222-21, Prohibition Of Segregated Facilities                                   (MAY 2004)
            (FEB 1999)                                                                      (5)   FAR 52.222-35, Equal Opportunity For Special Disabled
      (2)   FAR 52.222-26, Equal Opportunity (MAR 2007)                                           Veterans, Veterans Of The Vietnam Era, And Other
      (3)   FAR 52.225-9, Buy American Act—Construction Materials                                 Eligible Veterans (SEP 2006)
            (FEB 2009) (Note: The fill-in for paragraph (b) (2) of this                     (6)   FAR 52.222-37, Employment Reports On Special Disabled
            clause is “None.”)                                                                    Veterans, Veterans Of The Vietnam Era, And Other
      (4)   FAR 52.225-13, Restrictions On Certain Foreign                                        Eligible Veterans (SEP 2006)
            Purchases (JUN 2008)                                                            (7)   FAR 52.223-14, Toxic Chemical Release Reporting (AUG
      (5)   FAR 52.227-4, Patent Indemnity—Construction Contracts                                 2003)
            (DEC 2007)                                                                      (8)   FAR 52.227-1, Authorization And Consent (DEC 2007)
      (6)   FAR 52.247-64, Preference For Privately Owned U.S.-                             (9)   DEAR 970.5227-5, Notice And Assistance Regarding
            Flag Commercial Vessels (FEB 2006) (When purchase                                     Patent And Copyright Infringement (AUG 2002)
            involves ocean transportation)
      (7)   DEAR 952.211-71, Priorities And Allocations (APR 2008)                  (G) Applicable if purchase order/contract exceeds $100,000
                                                                                        and when supplies that may be imported into the United
(B) Applicable to subcontracts under this purchase                                      States may obtain duty-free status:
    order/contract for commercial items:
                                                                                            (1) FAR 52.225-8, Duty-Free Entry (FEB 2000)
      (1)   FAR 52.244-6, Subcontracts For Commercial Items
            (AUG 2009)                                                              (H) Applicable if purchase order/contract exceeds $100,000
                                                                                        and involves international air transportation of personnel
(C) Applicable to purchase order/contract funded in whole or                            or property:
    in part with Recovery Act Funds:
                                                                                            (1)   FAR 52.247-63, Preference For U.S.-Flag Air Carriers
      (1) FAR 52.203-15, Whistleblower Protections Under The                                      (JUN 2003)
          American Recovery And Reinvestment Act of 2009
          (MAR 2009)                                                                (I)     Applicable if purchase order/contract exceeds $100,000
                                                                                            and involves laborers and mechanics:
(D) Applicable if purchase order/contract exceeds $2,000:
                                                                                            (1)   FAR 52.222-4, Contract Work Hours And Safety
      (1)  FAR 52.222-6, Davis-Bacon Act (JUL 2005)                                               Standards Act--Overtime Compensation (JUL 2005)
      (2)  FAR 52.222-7, Withholding Of Funds (FEB 1988)
      (3)  FAR 52.222-8, Payrolls And Basic Records (FEB 1988)                      (J)     Applicable if purchase order/contract exceeds $100,000
      (4)  FAR 52.222-9, Apprentices And Trainees (JUL 2005)                                and is for advisory and assistance services:
      (5)  FAR 52.222-10, Compliance With Copeland Act
           Requirements (FEB 1988)                                                          (1)   DEAR 952.209-72, Organizational Conflicts Of Interest
      (6) FAR 52.222-11, Subcontracts (Labor Standards) (JUL                                      (AUG 2009)
           2005)
      (7) FAR 52.222-12, Contract Termination-Debarment (FEB                        (K) Applicable if purchase order/contract exceeds $500,000:
           1988)
      (8) FAR 52.222-13, Compliance With Davis-Bacon And                                    (1)   DEAR 952.226-74, Displaced Employee Hiring Preference
           Related Act Regulations (FEB 1988)                                                     (JUN 1997)
      (9) FAR 52.222-14, Disputes Concerning Labor Standards                                (2)   DEAR 970.5226-2, Workforce Restructuring Under
           (FEB 1988)                                                                             Section 3161 Of The National Defense Authorization Act
      (10) FAR 52.222-15, Certification Of Eligibility (FEB 1988)                                 For Fiscal Year 1993 (DEC 2000)

(E) Applicable if purchase order/contract exceeds $10,000:

      (1) FAR 52.222-23, Notice Of Requirement For Affirmative
          Action To Ensure Equal Employment Opportunity (FEB
          1999) (The term “Covered Area” referred to in this FAR


                                                                            Page 14 of 15                                                      1658-01-10
(L) Applicable if purchase order/contract exceeds $550,000                  (S) Applicable when access to computers owned, leased or
    ($1,000,000 for construction) and Seller is not a small                     operated on behalf of the DOE may be provided:
    business. Seller is required to submit a Subcontracting
    Plan:                                                                           (1) DEAR 952.204-77, Computer Security (AUG 2006)

    (1)   FAR 52.219-9, Small Business Subcontracting Plan                  (T) Applicable if purchase order/contract requires duplicating
          (APR 2008)                                                            or printing services:

(M) Applicable if Buyer requires a Certificate of Current Cost                      (1)   DEAR 970.5208-1, Printing (DEC 2000)
    or Pricing Data in connection with the initial award or
    subsequent modification of this purchase order/contract:                (U) Applicable if purchase order/contract involves design,
                                                                                development, or operation of a system of records on
    (1)   FAR 52.215-10, Price Reduction For Defective Cost Or                  individuals to accomplish a DOE function:
          Pricing Data (OCT 1997)
    (2)   FAR 52.215-12, Subcontractor Cost Or Pricing Data                         (1)   FAR 52.224-1, Privacy Act Notification (APR 1984)
          (OCT 1997)                                                                (2)   FAR 52.224-2, Privacy Act (APR 1984)

(N) Applicable if costs incurred are a factor in determining                (V) Applicable if Buyer furnishes Government property to
    amount payable to Seller under this purchase                                Seller in performance of purchase order/contract,
    order/contract, or if Seller furnished Buyer a Certificate of               including Seller acquired property to which title vests in
    Current Cost or Pricing Data as specified above:                            the government under purchase order/contract:

    (1)   DEAR 970.5232-3, Accounts, Records, And Inspection                        (1)   FAR 52.245-1, Government Property (JUN 2007),
          (AUG 2009)                                                                      ALTERNATE I (JUN 2007)
                                                                                    (2)   FAR 52.245-9, Use And Charges (JUN 2007)
(O) Applicable if purchase order/contract exceeds $5,000,000,
    except when it is for the acquisition of a commercial item:             W) Applicable if royalties exceeding $250 were included in the
                                                                               price of purchase order/contract:
    (1)   FAR 52.203-14, Display Of Hotline Poster(s) (DEC 2007)
                                                                                    (1)   DEAR 970.5227-8, Refund Of Royalties (AUG 2002)
(P) Applicable if purchase order/contract exceeds $5,000,000
    and performance period is 120 days or more:                             (X) Applicable if foreign travel is required in performance of
                                                                                purchase order/contract:
    (1) FAR 52.203-13, Contractor Code Of Business Ethics And
        Conduct (DEC 2008)                                                          (1)   DEAR 952.247-70, Foreign Travel (AUG 2009)

(Q) Applicable If Work Is Performed On DOE site:                            (Y) Applicable if this purchase order/contract requires delivery
                                                                                of hazardous material:
    (1)   DEAR 952.203-70, Whistleblower Protection For
          Contractor Employees (DEC 2000)                                           (1)   FAR 52.223-3, Hazardous Material Identification And
    (2)   DEAR 970.5223-1, Integration Of Environment, Safety,                            Material Safety Data (JAN 1997), ALTERNATE I (JUL
          And Health Into Work Planning And Execution (DEC 2000)                          1995)
    (3)   DEAR 970.5223-4, Workplace Substance Abuse
          Programs At DOE Sites (DEC 2000)

(R) Applicable if Seller or its Subcontractors have access to
    classified information:

    (1) DEAR 952.204-2, Security (AUG 2009)
    (2) DEAR 952.204-70, Classification/Declassification
        (SEP 1997)
    (3) DEAR 952.204-73, Facility Clearance (MAY 2002)




                                                                    Page 15 of 15                                                      1658-01-10

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:107
posted:8/22/2011
language:English
pages:15