L3 Technologies, Inc.

Transcription

1 1. When the materials or products furnished are for use in connection with a U.S. Government contract or subcontract, in addition to the L3 General Terms and Conditions for Supply and Services Subcontracts, the following provisions shall apply, as required by the terms of the prime contract, or by operation of law or regulation, for the acquisition of commercial items (FAR 2.101). Clauses not applicable under the prime contract shall not be removed from this document and will be considered by all parties to be without force and effect. In the event of a conflict between these FAR and DFAR provisions and L3 General Terms and Conditions for Supply and Services Subcontracts, these FAR and DFAR provisions shall control 2. The following clauses set forth in the DFARS in effect as of the date of the prime contract are incorporated herein by reference with the same force and effect as if they were given in full text. The Contracts Disputes Act shall have no application to this Contract, and nothing in this Contract grants SELLER a direct claim or cause of action against the U.S. Government. Any reference to a "Disputes" clause shall mean the "Disputes" clause of this Contract. SELLER shall include in each lower-tier subcontract the appropriate flow down clauses as required by the FAR and FAR Supplement clauses included in this Contract. 3. U.S. GOVERNMENT SUBCONTRACT (a) This Contract is entered into by the parties in support of a U.S. Government contract. (b) As used in the FAR clauses referenced below and otherwise in this Contract: (i) "Contract", as defined in Corp Form CC008, section 1(n) shall mean the Purchase Order, Subcontract, or Contract. (ii) "Commercial Item" means a commercial item as defined in FAR (iii) "Contracting Officer" shall mean the U.S. Government Contracting Officer for L3's government prime contract under which this Contract is entered. (iv) "SELLER" and "Offeror" means the SELLER, which is the party identified on the face of the Contract with whom L3 is contracting, acting as the immediate subcontractor to L3. (v) "Prime Contract" means the contract between L3 and the U.S. Government or between L3 and its higher-tier contractor who has a contract with the U.S. Government. (vi) "Subcontract" means any contract placed by SELLER or lower-tier subcontractors under this Contract. THE SELLER, BY SIGNING ITS OFFER, HEREBY CERTIFIES COMPLIANCE WITH THE FOLLOWING CLAUSES AND IS, THEREFORE, ELIGIBLE FOR AWARD. THE SELLER S REPRESENTATIONS AND CERTIFICATIONS ARE INCORPORATED BY REFERENCE INTO THIS SUBCONTRACT.

2 TITLE OF CLAUSE CLAUSE Anti-Kickback Procedures (Except paragraph (c)(1)) LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010) (Applies if this Contract exceeds the Simplified Acquisition threshold.) CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015) (Applies if this Contract exceeds $5,500,000 and the period of performance is more than 120 days. Disclosures made under this clause shall be made directly to the Government entities identified in the clause.) CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014) (Applies if this Contract exceeds the Simplified Acquisition threshold.) REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2015) (Subparagraph (d)(2) does not apply. If SELLER meets the thresholds specified in paragraphs (d)(3) and (g)(2) of the clause, SELLER shall report required executive compensation by posting the information to the Government's System For Acquisition Management (SAM) database. All information posted will be available to the general public.) BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016) (Applies to all subcontracts/po's (including those for the acquisition of commercial items other than commercially available off the shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.) PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) (Applies if this Contract exceeds $35,000. Copies of notices provided by SELLER to the Contracting Officer shall be provided to L3.) DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008) (Applies to all tiers ONLY if included in the prime contract.) OFFER REPRESENTATIONS AND CERTIFICATIONS, COMMERCIAL ITEMS (NOV ) (This provision provides a single, consolidated list of representations and certifications for the acquisition of commercial items. Use the provision with its Alternate I in solicitations issued by DoD, NASA, or the Coast Guard.) CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS COMMERCIAL ITEMS (DEVIATION) (INCLUDES ALL STATUTES OR ORDERS ISSUED) (MAY 2012) (See FAR for flow-down of Commercial Items.) UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014) (Applies if this Contract is equal to or exceed the Simplified Acquisition threshold with the exception of commercial items.) NON-DISPLACEMENT OF QUALIFIED WORKERS (SERVICE CONTRACTS) (JAN ) (Applies if this Contract exceeds the Simplified Acquisition threshold.) PROHIBITION OF SEGREGATED FACILITIES (APR 2015) (Applies ONLY to subcontracts in excess of $10M.) EQUAL OPPORTUNITY (APR 2015)(Applies ONLY to subcontracts in excess of $10,000.)

3 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015) (Applies if this Contract is equal to or greater than the Simplified Acquisition threshold. SELLER shall comply with the requirements of 41 CFR (a).) AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUL 2014) (Applies if this Contract exceeds $15,000. SELLER shall comply with the requirements of 41 CFR (a).) EMPLOYMENT REPORTS ON VETERANS (OCT 2015) (Applies if this Contract is equal to or greater than the Simplified Acquisition threshold.) NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (Applies if this Contract exceeds $10,000.) SERVICE CONTRACT LABOR STANDARDS (MAY 2014) (Applies if this Contract is for services subject to the Service Contract Act. The clause does not apply if this Contract has been administratively exempted by the Secretary of Labor or exempted by 41 U.S.C. 356, as interpreted in Subpart C of 29 CFR Part 4.) COMBATING TRAFFICKING IN PERSONS (MAR 2015) (and ALT I, includes ALL TIERS - (1) Applicable to all subcontracts and all contracts with agents. The requirements of para (h) (Compliance Plan) of this clause apply only to that portion of the subcontract that - (i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and (ii) Has an estimated value that exceeds $500,000. (2) If any subcontractor is required by this clause to submit a certification, the Contractor shall require submission prior to the award of the subcontract and annually thereafter.) EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) (Applies if this Contract exceeds the micro-purchase threshold except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item.) MINIMUM WAGES UNDER EO (IN CONJUNCTION WITH ) (DEC 2014)(Applies to all subcontracts, regardless of contract value, that are subject to and are to be performed in whole or in part in the United States.) CONTRACTORS PERFORMING PRIVATE SECURITY FUNCTIONS OUTSIDE THE UNITED STATES (JUL 2013) (Applies ONLY when included in the prime contract AND the subcontractor will perform private security functions in contingency operations, combat operations, or other significant military operations.) PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) (Applies if SELLER is a small business concern. This clause does not apply if L3 does not receive accelerated payments under the prime contract. Not all agencies provide accelerated payments.) SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2015) (Invokes a list of clauses as specified in the FAR.) PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS (FEB 2006) (Applies if this Contract involves delivery of an end item by ocean transportation.)

4 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) (Applies in all Contracts at all tiers.) COMPLIANCE WITH SAFEGUARDING COVERED DEFENSE INFORMATION CONTROLS (OCT 2016) (Applies in all contracts, including those using FAR part 12 procedures for the acquisition of commercial items, except for solicitations solely for the acquisition of commercially available off-the-shelf (COTS) items.) LIMITATIONS ON THE USE AND DISCLOSURE OF THIRD PARTY CONTRACTOR REPORTED CYBER INCIDENT INFORMATION (OCT 2016)(Applies if this Contract involves services that include support for the Government's activities related to safeguarding Covered Defense Information (CDI) and cyber incident reporting) SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (OCT 2016) (Applies if this Contract is for operationally critical support or for which performance will involve a covered contractor information system that processes, stores, or transmits covered defense information CDI as those terms are defined in the clause. DISCLOSURE OF INFORMATION TO LITIGATION SUPPORT CONTRACTORS (MAY 2016) (Applies to all Contracts including those using FAR Part 12 procedures for the acquisition of commercial items.) ITEM UNIQUE IDENTIFICATION AND VALUATION (MAR 2016) (Applies to Contracts using FAR part 12 procedures for the acquisition of commercial items, for supplies, and for services involving the furnishing of supplies, unless the conditions in (b) apply.) PROHIBITION OF HEXAVALENT CHROMIUM (JUN 2013) (Applicable to subcontracts for supplies, maintenance and repair services, or construction materials. RESTRICTION ON ACQUISITION (MAR 2013) (Applies to Contracts using FAR Part 12 procedures that exceed the Simplified Acquisition threshold and require delivery of specialty metals as end items.) RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTY METALS (OCT 2014) (Applies if the Goods to be furnished contains specialty metals. Paragraph (d) is deleted.) Commercial Derivative Military Article Specialty Metals Compliance Certificate (JUL 2009) (Applies to Contracts using FAR Part 12 procedures for the acquisition of commercial items and contains the clause ) EXPORT-CONTROLLED ITEMS (JUN 2013) (Applies to subcontractors at all tiers to comply with all applicable laws and regulations regarding export controlled items, including, but not limited to the requirement for contractors to register with the Department of State IAW the ITAR.) RIGHTS IN TECHNICAL DATA -- NONCOMMERCIAL ITEMS (FEB 2014) (Apples in lieu of FAR ) Technical Data Commercial Items (FEB 2014) (Applies if using FAR part 12 procedures for the acquisition of commercial items, for the development or delivery of a vessel design or any useful article embodying a vessel design VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (SEP 2016) (Applies ONLY if included in prime contract and technical data will be delivered by the subcontractor.)

5 Taxes Foreign Contracts in Afghanistan (DEC 2015) (Applies if using FAR part 12 procedures for the acquisition of commercial items, with performance in Afghanistan.) CLOUD COMPUTING SERVICES (AUG 2015) (Applies ONLY in all subcontracts that involve or may involve cloud services, including subcontracts for commercial items.) SUPPLY CHAIN RISK (NOV 2013) (Applies ONLY when the subcontractor is developing or delivering information technology, whether providing as a service or supply.) SUBCONTRACTS FOR COMMERCIAL ITEMS (JUN 2013) (Applies ONLY subcontract acquisitions for commercial items. See the clauses listed in FAR ) NOTIFICATION OF POTENTIAL SAFETY ISSUES (JUN 2013) (Applies if this Contract is for (i) parts identified as critical safety items; (ii) systems and subsystems, assemblies, and subassemblies integral to a system; or (iii) repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system. SELLER shall provide notifications to L3 and the contracting officer identified to SELLER.) CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND AVOIDANCE SYSTEM (MAY 2014) (This clause shall be used in all subcontracts when procuring (1) electronic parts; (2) End items, components, parts, or assemblies containing electronic parts or (3) Services where the contractor will supply electronic parts or components, parts or assemblies containing electronic parts as part of the service.) SOURCE OF ELECTRONIC PARTS (OCT 2016) (Applies if this contract is for electronic or assemblies containing electronic parts, unless Seller is the original manufacturer.) TRANSPORTATION OF SUPPLIES BY SEA - BASIC (APR 2014) (Applies in lieu of FAR in all Contracts for ocean transportation of supplies. In the first sentence of paragraph (g), insert a period after Contractor and delete the balance of the sentence. Paragraph (f) and (g) shall not apply if this Contract is at or below the Simplified Acquisition threshold.) NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (MAR 2000) (Applies to Contracts equal to or greater than the Simplified Acquisition threshold and ONLY to first tier subcontractors for construction, noncommercial items and commercial items that are drop shipped directly to the Government or that are in direct support of specific military operations.)