FLOWDOWN PROVISIONS FOR C-W EPD PURCHASE ORDERS UNDER BECHTEL PLANT MACHINERY, INC. TAC-2011

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1 Page: 1 of 7 FLOWDOWN PROVISIONS FOR C-W EPD PURCHASE ORDERS UNDER BECHTEL PLANT MACHINERY, INC. TAC-2011 The following provisions are additional terms and conditions applicable to this Purchase Order, which are above and beyond those invoked via CW-EPD QCM-1417 Terms and Conditions for Purchases Under a Department of Defense Subcontract : 1) Representations and Certifications (refer to FAR , Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Sept 2007), applies to Purchase Orders over $100,000: The Seller, by signing its offer or accepting this Purchase Order, hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with this solicitation; the awarding of this Purchase Order, or the related Prime Contract. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the Seller with respect to this Purchase Order, the Seller shall complete and submit OMB Standard Form LLL, Disclosure of Lobbying Activities, to Buyer s purchasing department. Any person who makes an expenditure prohibited under this provision or who fails to file the disclosure required shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Seller shall include the language of this certification in all subcontracts, at any tier, and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly. 2) Permits and Licenses Except for those specifically identified in the Purchase Order as not the responsibility of the Seller, Seller agrees that it shall obtain, and shall require its lower-tier subcontractors to obtain, all necessary permits and licenses required for performance of the work under this Purchase Order; pay all fees and other charges required, and shall comply with all applicable guidelines and directives of any local, State, and/or Federal governmental authority. The cost of such permits, licenses, and compliance is deemed to be included in the cost or price stated in this Purchase Order. The Seller agrees to insert the substance of the above paragraph in all lower-tier subcontracts under this Purchase Order. 3) Proprietary Information Except to the extent that information is clearly in the public domain, all information provided by Buyer to Seller during the performance of this Purchase Order and all improvements, modifications, and derivations thereto shall be deemed to be the proprietary information of the Buyer. Seller agrees: (i) to hold Buyer s proprietary information in confidence and to protect it from release to third parties. (ii) to disclose Buyer s proprietary information only to Seller s employees who have a need-to-know and only after they have been made aware of the proprietary nature of the information, and (iii) to use such proprietary information solely for the purposes of performing this Purchase Order.

2 Page: 2 of 8 The restriction on release to third parties contained in this paragraph will not apply to release by the Seller to subcontractors that Seller uses in performing this Purchase Order provided the Seller includes in such subcontracts a provision substantially the same as this paragraph. Any knowledge or information which Seller shall have disclosed or may hereafter disclose to Buyer incident to the placing and filling of this order shall not, unless otherwise specifically agreed upon in writing by Buyer, be deemed to be Seller proprietary information, and accordingly shall be acquired free from any restrictions (other than restrictions which may result from a claim for patent infringement). 3) Proprietary Data Access If performance under this Purchase Order requires that the Seller have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary, the Seller shall contact Buyer with all applicable details of the necessary access for any special instructions. After receipt of any such special instructions from the Buyer, Seller shall enter into a suitable written agreement with such party prior to gaining access to such data or software, and a copy of the executed agreement shall be forwarded to Buyer. 4) Inspection All work (which term throughout this article includes without limitation raw materials, procedures and processes, components, intermediate assemblies and end products) that is performed in accordance with order requirements of this purchase order shall be subject to inspection and test by Buyer and Government, to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. Seller is responsible for, and shall upon Buyer s request furnish evidence of, compliance with all requirements of the order; and inspection and test by Buyer or the Government of any work, or approval of designs, drawings, samples, test results, procedures, processes or schedules by Buyer or Government does not relieve Seller from any responsibility to meet the order requirements. If any inspection or test is made by Buyer and/or the Government on the premises of Seller or a lower-tier subcontractor, Seller without additional charge shall provide a safe place to work and reasonable facilities and assistance for the convenience of Buyer and/or the Government s representatives in the performance of their duties. If Buyer and/or Government inspection or test is made at a point other than the premises of Seller or a lower-tier subcontractor, it shall be at the expense of Buyer except as otherwise provided in this order; provided that, in case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. Seller shall provide and maintain, and require its lower-tier subcontractors to provide and maintain, an inspection and quality control system acceptable to Buyer and the Government covering the work hereunder. Records of all inspection and quality control work by Seller and its lower-tier subcontractors shall be kept complete and available to Buyer and/or the Government during performance of this order and for such longer period as may be specified elsewhere in this order. 5) Safeguarding Information and Technical Data The performance of this Purchase Order will require access to unclassified technical data disclosing militarily critical technology. To be qualified for such access, Seller shall complete and submit CW-EPD Security Agreement for Protection of Sensitive Limited Distribution Information Form QCM-1420 and must either (1) be a qualified DoD contractor (i.e. have an approved and current Form DD-2345 with a Qualified Contractor Number) or

3 Page: 3 of 8 (2) submit Form DD-2345 to the government requesting to be a Qualified Contractor and forward a copy of their submitted Form DD-2345 to CW-EPD for record and follow-up. This qualification is mandatory for contractors requiring access to unclassified technical data disclosing militarily critical technology, whether it be Navy Nuclear Propulsion Information or otherwise. The Form, with instructions, is available on the internet at: 6) Naval Nuclear Propulsion Information Security Controls and Additional Security Requirements The supplies and services specified to be delivered under this Purchase Order may relate to the nuclear propulsion of naval ships. Equipment and technical data considered to be Naval Nuclear Propulsion Information (NNPI) under NAVSEAINST C C (identified and marked NOFORN ) is not releasable to foreign nationals. For equipment or technical data other than NNPI, the Seller shall not, at any time during or after the performance of this contract, transmit or authorize the transmittal of, any such equipment or technical data outside the United States or to any foreign nationals without the prior written consent of the Buyer. The Seller agrees to insert in all subcontracts under this contract provisions which shall conform substantially to the language of this requirement, including this sentence. 7) Export Restrictions Seller is advised that its performance of this Purchase Order may involve the use of or access to articles, technical data, or software that is subject to export controls under 22 U.S.C (Arms Export Control Act) and 22 CFR (International Traffic in Arms Regulations) or 50 U.S.C (Export Administration Act) and 15 CFR (Export Administration Regulations) and their successor and supplemental laws and regulations. Seller shall place the following statement on documents containing defense technical data that is controlled by the Arms Export Control Act: WARNING This document contains technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C. Sec. 2751, et. seq.) or the Export Administration Act of 1979, as Amended, Title 50, U.S.C., App 2401, et. seq. Violations of these export laws can result in severe criminal penalties. Disseminate in accordance with provisions of OPNAVINST In addition, Seller must comply with all distribution restrictions (e.g., Distribution Statement D, NOFORN, etc) and other markings on documentation. Buyer approval is required prior to the export or disclosure to other than U.S. persons (as defined in the ITAR), whether in the U.S. or abroad, of any equipment or technical data subject to export control. The Seller shall invoke the foregoing provisions, as appropriate, in all subcontracts hereunder which involve access to information which is subject to export control, whether it be Navy Nuclear Propulsion Information or otherwise.

4 Page: 4 of 8 8) Fraud and Falsification Add the following text to Article 27 of QCM-1417: Any inability or unwillingness of a lower-tier supplier to comply with this provision should be documented in writing and submitted to Buyer. Seller shall advise Buyer promptly upon identification of any potential or actual fraud and falsification incidents pertaining to this order and occurring either within its own organization or within its subtier organization. 9) FAR /DFARS Clauses In addition to the FAR/DFARS Clauses invoked in CW-EPD QCM-1417, the following clauses in effect as of the date of this Purchase Order apply as if set forth in their entirety (unless excluded by application or as noted, i.e. for dollar limitation) Requirements Related to Compensation of Former DoD Officials Prohibition on Persons Convicted of Fraud or Other Defense-Contract Related Felonies applies to orders over $100, Oral Attestation of Security Responsibilities Intent to Furnish Precious Metals as Government Furnished Material applies to orders that require use of precious metals Acquisitions from Defense Contractors Subject to On-Site Inspection Under the Intermediate- Range Nuclear Forces (INF) Treaty applies to orders over $100, Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country applies to orders over $30, Excessive Pass-Through Charges applies to orders equal to or exceeding $650, Small Business Subcontracting Plan applies to order equal to or exceeding $650, Hazard Warning Labels Buy America Act and Balance of Payments Programs Qualifying Country Sources as Subcontractors Reporting of Contract Performance Outside the United States applies to orders over $550, Quarterly Reporting of Actual Contract Performance Outside U.S. applies to orders over $650, Restriction on Acquisition of Specialty Metals applied to orders over $150,000

5 Page: 5 of Restriction on Acqisition of Certain Articles Containing Specialty Metals applied to orders over $150, Preference for Certain Domestic Commodities Duty-Free Entry Preference for Domestic Specialty Metals (Deviation 2008-O0002) and Alternate 1 (2008- O0002) Preference for Domestic Hand or Measuring Tools Restriction on Acquisition of Ball and Roller Bearings Restriction on Acquisition of Forgings Secondary Arab Boycott of Israel Utilization of Indian Organizations and Indian-owned Economic Enterprises DoD Contracts applies to orders over $100, Rights in Technical Data Noncommercial Items Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation Rights in Bid or Proposal Information Validation of Asserted Restrictions Computer Software Validation of Restrictive Markings on Technical Data Pricing of Contract Modifications Requests for Equitable Adjustments applies to orders over $100, Subcontracts for Commercial Items and Commercial Components (DoD Contracts) Notification of Potential Safety Issues Notification of Transportation of Supplies by Sea applies to orders over $150, Notification of Anticipated Contract Termination or Reduction applies to orders equal to or over $100, Gratuities

6 Page: 6 of Contractor Code of Business Ethics and Conduct applied to orders exceeding $5,000, Security Requirements for orders requiring access to classified information Protecting the Government s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment applies to orders over $30, Integrity of Unit Prices applies to orders over $100, Facilities Capital Cost of Money for orders where Seller proposes this cost Waiver of Facilities Capital Cost of Money for orders where Seller does not propose this cost Notification of Ownership Changes applies to orders where FAR (k) applies (e.g., for which it is contemplated that cost or pricing data will be required or for which any pre-award or post-award cost determination will be subject to Part 31.2) Utilization of Small Business Concerns Small Business Subcontracting Plan and Alternate II applies to orders over $650, Notice to Government of Labor Disputes Contract Work Hours & Safety Standards Act Overtime Compensation Child-Labor Cooperation with Authorities and Remedies Prohibition of Segregated Facilities Compliance with Veteran s Employment Reporting Requirements applies to orders when applies (see QCM-1417) Notification of Employee Rights Concerning Payment of Union Dues or Fees applies to orders over $100, Combating Trafficking in Persons Hazardous Material Identification and Material Safety Data Ozone-Depleting Substances Toxic Chemical Release Reporting applies to orders over $100, Restrictions on Certain Foreign Purchases Authorization and Consent Alternate 1 applies to orders equal to or exceeding $150,000

7 Page: 7 of Filing of Patent Applications Classified Subject Matter applies only to orders that cover or are likely to cover classified subject matter Patent Rights Retention by the Contractor (Short Form) applies to small businesses and only to orders for experimental, developmental, or research work Patent Rights Retention by the Contractor (Long Form) applies to large businesses and only to orders for experimental, developmental, or research work Patent Rights Acquisition by the Government Competition in Subcontracting Preference for U.S. Flag Air Carriers applies to orders involving international air transportation

8 Page: 8 of 8 REV 1 DESCRIPTION Revise title to TAC-2011 Add following clauses: Change order amount on following clauses: $550,000 to $650, $150,000 to $100, $100,000 to $150, $550,000 to $650,000 Revise clause to include applies to orders equal to or exceeding $150,000 WRITTEN BY APPROVED BY DATE F. Arsi F. Arsi 15JE11