NORTHROP GRUMMAN SYSTEMS CORPORATION

Transcription

1 NORTHROP GRUMMAN SYSTEMS CORPORATION ADDENDUM TO USE WITH TERMS T-1 FOR FIRM FIXED-PRICE SUBCONTRACTS IN SUPPORT OF B-2 FAST II IDIQ PROGRAM Prime Contract FA D-6060 All of the additional terms and conditions set forth below are incorporated in and made part of this Order. Any conflict between any of the conditions contained in this addendum and those appearing on Northrop Grumman Purchase Order Terms and Conditions shall be resolved in favor of the conditions in the addendum. I. ADDITIONS A. STORAGE OF FLIGHT TEST PROPERTY (NOV 2013). 1. All government property (GFP, ST/STE, material, etc.) required to support Flight Test activities under this contract may be stored at the South Base facility, Edwards AFB CA. This facility is funded directly by the SPO and meets the definition of a fully funded storage agreement for retention of government property without a current contractual requirement. The government property to be stored at Edwards AFB CA will be accountable to the FAST contract until such time as it is required under the FAST II contract. Accountability will transfer at that time by contract modification to the losing gaining contracts. Use of this designated storage facility is restricted to storage of government property required for flight test activities. B. CONTRACT REFERENCES (DEFINITIONS) (NOV 2014) 1. For the purpose of this contract, any references to FAST or FAST II shall refer to Contract F D- 0028; any references to FAST II shall refer to Contract FA D-6060; and any references to Lease shall refer to F L C. DELIVERY OF SUPPLIES WITH DEVIATIONS AND WAIVERS (NOV 2013) 1. The PCO may, after the schedule date of delivery of specific supplies, direct the Contractor to delivery such supplies with known deficiencies, deviations, or shortages. Said deficiencies, deviations or shortages shall be corrected in accordance with the Inspection clause of this contract or otherwise directed in writing by the PCO, and may be subject to associated withhold/consideration determined by the PCO in coordination with the ACO. 2. The PCO may, if it is determined to be in the best interest of the Government, direct the Contractor to deliver certain supplies prior to the completion of all required testing (and prior to the schedule delivery date) which is necessary to demonstrate the compliance of such supplies with the requirement of this contract. Contractor agrees that all deficiencies, as defined in the Inspection of this contract, revealed during any testing contemplated by this contract shall be corrected to the extent required by the Inspection clauses of this contract. 3. It is specifically agreed that the direction by the PCO for the Contractor to make delivery of suppliers under the term of this clause shall not be deemed Acceptance of such suppliers for the purpose of the Inspection to the extent of such deficiencies. II. REVISIONS A. The clause Warranty in Terms T-1 is deleted in entirety and replaced by the following: WARRANTY. Seller warrants that all Products and Services delivered or performed under this Order shall conform to the requirements of this Order (including all applicable descriptions, performance criteria, specifications and drawings), shall be free from defects in material and workmanship and shall, to the extent not manufactured pursuant to detailed designs furnished by Buyer, be free from defects in design and fit for the intended purposes as set forth under this Order. Seller s warranties shall be enforceable by Buyer s customers and any subsequent owner or operator of the Products, as well as by Buyer. These warranties will remain in effect for a period of 36 months after Final Acceptance of each unit. Buyer s inspection or acceptance of Seller s first article or partial delivery of Products or services or approved designs shall not be deemed to alter or affect the obligations of Seller or the rights of Buyer and its customer under this Order. Seller s liability hereunder includes, but is not limited to the correction of, replacement or re-performance by Seller, at no cost to Buyer, of any Products or Services which do not conform to the requirements of this Order. In the PAGE 1 OF 7

2 event Seller fails to repair or replace the failed or defective Product or re-perform the service within a reasonable time, Buyer may, by contract or otherwise, correct or replace or re-perform and charge or debit Seller for the additional cost. B. Paragraph 199C of the clause entitled / PROVISIONS/CLAUSES in Terms T-1 is deleted in entirety and replaced by the following: and clauses: Gratuities (APR 1984) NOTE: As used in this clause, Government means Buyer (except Government means Buyer or Government in the phrase to any officer or employee of the Government ), hearing means opportunity to be heard, and in any competent court, means pursuant to the Disputes clause contained herein. Restrictions on Subcontractor Sales to the Government (SEP 2006) NOTE: Applicable to any Order greater than $100,000. Anti-Kickback Procedures NOTE: The substance of this clause, except subparagraph (c)(1), is applicable to any Order and all lower-tier subcontracts which exceed $150,000. Seller shall immediately notify Buyer of any alleged violations involving any of Buyer s or Seller s employees. Limitation on Payments to Influence Certain Federal Transactions NOTE: Applicable to any Order greater than $150,000. Contractor Code of Business Ethics and Conduct (APR 2010) NOTE: Applicable to any Order greater than $5,000,000 and period of performance greater than 120 days. NOTE: Notwithstanding any alterations to this clause to reflect the relationship between Buyer and Seller, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the Office of the Inspector General of the agency issuing the prime contract under which this subcontract is being issued, with a copy to the Contracting Officer of the prime contract. Display of DoD Hotline Poster (DEC 2007) NOTE: Applicable to any Order greater than $5,000,000 and period of performance greater than 120 days (commercial items exempt). Whistleblower Protections Under the American Recover and Reinvestment (JUN 2010) NOTE: Applicable to Orders funded in whole or in part with Recovery Act Funds. Preventing Conflicts of Interest (DEC 2011) NOTE: Applicable to any Order greater than $100,000 and where subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a selfemployed individual). Security Requirements (AUG 1996) NOTE: Delete paragraph (c) NOTE: Applicable if the Order involves access to classified information. Personal Identity Verification of Contractor Personnel (JAN 2011) Material Requirements (AUG 2000) Defense Priority and Allocation Requirements (APR 2008) Audit and Records Negotiation NOTE: Applicable to any Order greater than $100,000. Price Reduction for Defective Cost or Pricing Data (AUG 2011) are required. Subcontractor Cost or Pricing Data are required. Subcontractor Cost or Pricing Data Modifications NOTE: Applicable if is not applicable to this Order. Integrity of Unit Prices NOTE: Delete paragraph (b) NOTE: Applicable to any Order greater than $150,000. Pension Adjustments and Asset Reversions are required or for which any pre-award or post-award cost determinations will be subject to Part 31. Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) Other than Pensions (JUL 2005) are required or for which any pre-award or post-award cost determinations will be subject to Part 31. PAGE 2 OF 7

3 Notification of Ownership Changes (OCT 1997) are required or for which any pre-award or post-award cost determinations will be subject to Subpart Requirements for Cost or Pricing Data or Information Other than Cost or Pricing Data Modifications Limitations on Pass-Through Charges (OCT 2009) NOTE: Applicable to any Order when the total estimated Order value exceeds the threshold for obtaining cost or pricing data in and the contemplated contract type is expected to be any contract type except those contract types listed in (n)(2)(i)(B)(2). Seller shall notify Buyer in writing if: (1) Seller changes the amount of subcontract effort after award such that it exceeds 70 percent of the total cost of work to be performed under this Order. The notification shall identify the revised cost of the subcontract effort and shall include verification that Seller will provide added value; or; (2) Any subcontractor changes the amount of lower-tier subcontractor effort such that it exceeds 70 percent of the total cost of the work to be performed under its subcontract. The notification shall identify the revised cost of the subcontract effort and shall include verification that the subcontractor will provide added value as related to the work to be performed by the lower-tier subcontractor(s). Incentive Price Revision Firm Target (OCT 1997) Alternate I (APR 1984) NOTE: Applicable to any FPIF Order or line item. Incentive Price Revision Successive Targets (OCT 1997) NOTE: Applicable to any FPIS Order or line item. Option to Extend the Term of the Contract (OCT 1997) NOTE: Paragraph (a) first sentence is modified to read The Government may extend the term of this contract by written notice to the Contractor within 7 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. NOTE: Insert 10 years in paragraph (c). Utilization of Small Business Concerns (JAN 2011) Small Business Subcontracting Plan (JAN 2011) NOTE: Applicable to any Order greater than $650,000 or lower threshold if effective under older higher-tier contract. Notice to the Government of Labor Disputes (FEB 1997) Walsh-Healey Public Contracts Act NOTE: Applicable to any Order greater than $15,000 or lower threshold if effective under older higher-tier contract. Prohibition of Segregated Facilities (FEB 1999) Equal Opportunity (MAR 2007) Equal Opportunity for Veterans (SEP 2010) NOTE: Applicable to any Order of $100,000 or more. Affirmative Action for Workers with Disabilities NOTE: Applicable to any Order greater than $15,000 or lower threshold if effective under older higher-tier contract Employment Reports on Veterans (SEP 2010) NOTE: Applicable to any Order of $100,000 or more. Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) Combating Trafficking in Persons (FEB 2009) Employment Eligibility Verification (JUL 2012) NOTE: Applicable to any Order greater than $3,000 with a period of performance of 120 days or greater. Hazardous Material Identification and Material Safety Data (JAN 1997) Pollution Prevention and Right-to Know Information (MAY 2011) NOTE: Applicable to any Order that provides for performance, in whole or in part, on a Federal facility. Ozone-Depleting Substances (MAY 2001) Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) Duty-Free Entry Restrictions on Certain Foreign Purchases (JUN 2008) Authorization and Consent (DEC 2007) NOTE: Applicable only if contained in the controlling prime contract and to any Order greater than $150,000. Notice and Assistance Regarding Patent and Copyright Infringement (DEC 2007) NOTE: Applicable to any Order of $150,000 or more except when both complete performance and delivery are outside the United States. Filing of Patent Applications Classified Subject Matter (DEC 2007) PAGE 3 OF 7

4 Insurance Work on a Government Installation (JAN 1997) NOTE: Applicable on any Order that requires work on a Government installation Interest Industrial Resources Developed Under Defense Production Act Title III (DEC 1994) Protection of Government Buildings, Equipment, and Vegetation (APR 1984) Certification of Final Indirect Costs (JAN 1997) Bankruptcy (JUL 1995) Stop-Work Order (AUG 1989) NOTE: The 90 day period in the first and fourth sentences of paragraph (a) is changed to 120 days. Competition In Subcontracting (DEC 1996) Subcontracts for Commercial Items (DEC 2010) Government Property (APR 2012) NOTE: Applicable to any Order if Government property is furnished to Seller. NOTE: In the phrases "Government Property", "Government-furnished property", and in references to title to property, "Government" shall not mean "Buyer". The following is added as paragraph (n): Contractor shall provide Buyer immediate notice of any disapproval, withdrawal of approval, or non-acceptance by the Government of its property control system. Inspection of Supplies Fixed-Price (AUG 1996) Alternate I (JUL 1985) Inspection of Services - Fixed-Price (AUG 1996) Value Engineering NOTE: Applicable to any Order of $150,000 or more except as specified in (a). NOTE: Substitute Buyer for Contracting Officer and Government throughout, except where used in the term Government costs and in paragraph (m) where Government shall mean Government and/or Buyer. Prohibition on Persons Convicted of Fraud or Other Defense-Contract- Related Felonies (DEC 2008) NOTE: Applicable to any Order greater than $150,000. Display of Fraud Hotline Poster(s) (DEC 2012) NOTE: Applicable when Order exceeds $5,000,000 except for commercial items or Orders performed entirely outside of the U.S. Export-Controlled Items (APR 2010) Requirement for Contractor to Notify DoD if the Contractor s Activities are Subject to Reporting Under the U.S.- International Atomic Energy Agency Additional Protocol (JAN 2009) Safeguarding of Unclassified Controlled Technical Information (NOV 2003) Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country (DEC 2006) Acquisition Streamlining NOTE: Applicable to any Order of $1,500,000 or more. Pricing Adjustments (DEC 1991) NOTE: Applicable when it is contemplated that Cost or Pricing Data will be required. Cost Estimating System Requirements (DEC 2012) Small Business Subcontracting Plan (DoD Contracts) (AUG 2012) NOTE: Applicable to any Order anticipated to be valued at $650,000 or more. Hazard Warning Labels (DEC 1991) NOTE: Applicable to any Order which requires delivery of hazardous materials. Safety Precautions for Ammunition and Explosives (MAY 1994) NOTE: Applicable to any Order involving articles furnished containing ammunition or explosives. Change in Place of Performance Ammunition and Explosives (MAY 1991) NOTE: Applicable if applies to the Order. Safeguarding Sensitive Conventional Arms, Ammunition and Explosions (SEP 1999) Prohibition of Hexavalent Chromium (MAY 2011) NOTE: Applicable to any Order for supplies, maintenance, and repair services, or construction unless the exceptions listed in apply Buy American Act and Balance of Payments Program (DEC 2012) Qualifying Country Sources As Subcontractors (DEC 2012) PAGE 4 OF 7

5 Quarterly Reporting of Actual Contract Performance Outside of the United States NOTE: Applicable to any Order greater than $650,000 or lower threshold if effective under older higher-tier contract. Restriction on Acquisition of Specialty Metals (MAR 2013) Restriction on Acquisition of Certain Articles Containing Specialty Metals (JUN 2013) NOTE: Applicable to Orders issued under prime contracts awarded on or after July 29, NOTE: Exclude paragraph (d). Preference for Certain Domestic Commodities (FEB 2013) NOTE: Applicable to any Order of $150,000 or more. Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) NOTE: Applicable to any Order greater than $150,000 Restriction on Acquisition of Ball and Roller Bearings (JUN 2011) NOTE: Applicable to any Order and all lower-tier subcontracts if Product supplied contains ball or roller bearings. Restriction on Acquisition of Forgings (DEC 2009) Restriction on Acquisition of Carbon Alloy, and Armor Steel Plate (DEC 2006) Contractors Performing Private Security Functions (JUN 2012) NOTE: Applicable to Orders that will be performed outside the United States in areas of combat and other significant military operations designated by the Secretary of Defense, contingency operations, humanitarian or peacekeeping operations, or other military operations or exercises designated by the Combatant Commander. Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) Rights in Technical Data Noncommercial Items (FEB 2012) Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (FEB 2012) Technical Data Commercial Items (DEC 2011) Rights in Bid or Proposal Information (JAN 2011) Validation of Asserted Restrictions Computer Software (SEP 2011) Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (MAR 2011) Deferred Delivery of Technical Data or Computer Software (APR 1988) Deferred Ordering of Technical Data or Computer Software (APR 1988) Technical Data Withholding of Payment (MAR 2000) Validation of Restrictive Markings on Technical Data (JUN 2012) Patent Rights Ownership by the Contractors (Large Business) (JUN 2012) Alternate I (DEC 2007) NOTE: Alt I, para (b)(2)(v), Existing treaties or international agreements. 'TBD' Ground and Flight Risk (JUN 2010) Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles (DEC 1991) Supplemental Cost Principles (DEC 1991) Cost and Software Data Reporting System (NOV 2010) NOTE: Applicable to any Order that exceeds $50,000,000. Frequency Authorization (DEC 1991) Alternate I (AUG 2008) Protection of Human Subjects (JUL 2009) NOTE: Applicable to Orders that may include research involving human subjects in accordance with 32 CFR Part 219, DoD Directive , and U.S.C 980 Requirement for Competition Opportunity for American Steel Producers, Fabricators, and Manufacturers (JUNE 2013) NOTE: Applicable to orders involving the acquisition of steel as a construction material. Continuation of Essential Contractor Services NOTE: Applicable to Orders for essential services Protection Against Compromising Emanations (JUN 2004) Telecommunications Security Equipment, Devices, Techniques and Services (DEC 1991) PAGE 5 OF 7

6 Supply Chain Risk (NOV 2013) Pricing of Contract Modifications (DEC 1991) Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (MAR 2013) Notification of Potential Safety Issues (JAN 2007) Transportation of Supplies by Sea (MAY 2002) NOTE: Applicable in any Order and all lower-tier subcontracts for ocean transportation of supplies. Paragraphs (f) and (g) shall not apply if this Order or any lower-tier subcontract is at or below $150,000. NOTE: Paragraph (c), first sentence has been modified as to read The Seller and its subcontractors may request that the Buyer obtain Government authorization for shipment 45 is changed to 60 days in paragraph (d) and 30 to 20 in paragraph (e). In paragraph (e), delete and the division of National Cargo, Office of Market Development, Maritime Administration, U.S. Department of Transportation, Washington, DC In paragraph (g) for the purposes of the Prompt Payment clause of this contract is deleted. NOTE: Seller shall complete Buyer s form P0-F126 and submit to Buyer s Authorized Purchasing Representative at time of final invoice. Seller agrees to indemnify and hold the Buyer harmless against any loss, damage, or expense suffered by Buyer as a result of Seller s failure to comply with the requirements of this clause. Notification of Transportation of Supplies by Sea (MAR 2000) Notification of Anticipated Contract Termination or Reduction Elimination of Use of Class I Ozone Depleting Substances (ODS) (NOV 2012) AF PAGE 6 OF 7