Additional Purchase Order Terms and Conditions Multi-Sensor Command and Control Aircraft (MC2A) (Prime Contract No.

Transcription

1 Additional Purchase Order Terms and Conditions Multi-Sensor Command and Control Aircraft (MC2A) (Prime Contract No. F C-0014) All of the Additional Purchase Order Terms and Conditions set forth below are incorporated in and made a part of this Order. Any conflict between any of the conditions contained in this form and those on Buyers Purchase Order Terms and Conditions shall be resolved in favor of the conditions in this form. I. Changes to the Purchase Order Terms and Conditions A. The November 1995 version of DOD FAR Supplement clause applies to this order. B. In clause titled FAR/DFARS Provisions/Clauses add the following: 1. FAR Authorization and Consent-Alternate I Notification of Changes (under paragraph b, the notification period is fifteen (15) days, under paragraph d, the response time is forty-five (45) days). 2. DoD FAR Supplement Disclosure of Information Subcontracting With Firms That Are Owned Or Controlled By The Government Of A Terrorist Country Utilization Of Indian Organizations And Indian- Owned Economic Enterprises-DOD Contracts Earned Value Management System (under paragraph (f) subcontractors selected for application of EVMS: The Boeing Company and Raytheon Company and the BMC2 contractor ) 3. Air Force FAR Supplement Elimination Of Use Of Class I Ozone Depleting Substances (ODS) Page 1 of 6

2 II. ADDITIONAL CONDITIONS A. Cooperation With Support Contractor(s) 1. The Air Force has entered into contracts with the contractors set forth in paragraph 4 below (hereinafter referred to as "support contractors") for services for scientific engineering and technical effort in support and under the technical direction of the MC2A Program Office. The Seller shall be required to provide support and technical information to the support contractors, to the extent specified herein. The Seller agrees that the Government may release to the support contractors any technical information required in the performance of this purchase order. The Seller also agrees that other support contractors may be added by the Government at no change to the purchase order price. Additionally, the Seller agrees to enter into or extend written mutual agreements with each support contractor for the protection of this information. A copy of the signed agreement or extension shall be furnished to Buyer within fifteen (15) days of notification of identity of support contractors. 2. Such support shall include the right of the support contractor(s) to attend all scheduled technical audits, technical and program reviews and formal tests conducted in the performance of this purchase order when specifically required and approved by Buyer or the Contracting Officer. Discussion with the Seller by a support contractor shall be accomplished with the approval of the PCO of the controlling prime contract and the concurrence of the Buyer. 3. The support and technical information to be provided shall be no greater than required by this purchase order. The technical support required is limited to the support necessary for the support contractor to fulfill its respective role to provide assistance to the Program Office for evaluation of the technical aspects. 4. The support contractors will include the following: (a) ACS Defense, Inc. (b) ARINC 5 Burlington Woods Drive 2551 Riva Road Suite 100 Annapolis, MD Burlington, MA (c) BAE Systems (d) Bernier and Associates Enterprise Systems 458 Boston Street, Suite 6 Hangar 1730, East Ramp Topsfield, MA Bedford, MA Page 2 of 6

3 (e) Dynamics Research Corp (f) Interactive Process Tech (IPT) 60 Frontage Road Associates Andover, MA Bowditch Road Jamaica Plain, MA (g) MCR Federal, Inc. (h) Oasis Systems Incorporated 2000 Corporate Ridge 34 Crosby Drive, Suite 3400 Suite 400 Bedford, MA McLean, VA (i) P3I, Incorporated (j) Quantech Services, Inc. 77 Main Street 3 Preston Court, Suite 240 Hopkington, MA Bedford, MA (k) Titan Systems Corporation 700 Technology Park Drive Billerica, MA B. Technical Review (MITRE) 1. The Government has contracted with The MITRE Corporation for the services of a technical group which under the program management of the Electronic Systems Center, is responsible to the Government for overall technical review of certain Government program, including the efforts under Buyer's prime contract. 2. Explanation of MITRE Role (a) Technical Review is defined as the process of continually reviewing the technical efforts of Contractors. It does not include any modification, realignment, or redirection of Seller efforts under this purchase order; such action may be effected only by the prior written direction of Buyer. (b) The purpose of the review is to: (i) Evaluate from a technical standpoint whether system concept and performance can be expected to be achieved on schedule and within cost. (ii) Assure that the impact of new data, new developments and modified requirements is properly assessed and exploited. (iii) Assure that The MITRE Corporation has available data on the status and technology of Government programs and projects Page 3 of 6

4 to enable it to carry out its inter-system integration responsibilities to the Government. (c) The MITRE Corporation has agreed not to engage in the manufacture or the production of hardware or software, to refrain from disclosing proprietary information to unauthorized personnel, and not to compete with any profit seeking concern. 3. The Seller agrees to cooperate with The MITRE Corporation by engaging in technical discussions with MITRE personnel, and permitting MITRE personnel access to information and data relating to technical matters (including cost and schedule) concerning this purchase order to the same degree such access is accorded Government Project or Buyer personnel. 4. It is expressly understood that the operation of this clause will not be basis for an equitable adjustment. Modifications, realignment or redirection of the Seller's technical efforts and/ or contract requirements shall be effected only by the written direction of Buyer. C. Associate Contractor Agreements 1. The Seller shall enter into Associate Contractor Agreements (ACA) for any portion of the contract requiring joint participation in the accomplishment of the Government s requirement. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources essential to the integration of the E-10 A which shall ensure the greatest degree of cooperation for the development of the program to meet the terms of the contract. Associate Contractors are listed in (h) below. 2. ACAs shall include the following general information: a. Identify the associate contractors and their relationships b. Identify the program involved and the relevant Government contracts of the associate Contractors. c. Describe the associate contractor interfaces by general subject matter d. Specify the categories of information to be exchanged or support to be provided. e. Include the expiration date (or event) of the ACA. f. Identify potential conflicts between relevant Government contracts Page 4 of 6

5 and the ACA; include agreements on protection of proprietary data and restrictions on employees. g. Specify that disagreements arising from the ACA that cannot be resolved by the associates will be reviewed and adjudicated by the respective Buyer. 3. A copy of such agreement shall be provided to the Buyer for review before execution of the document by the cooperating contractors. 4. Nothing in the foregoing shall affect compliance with the requirements of the clause at , Organizational Conflict of Interest. 5. The Seller is not relieved of any purchase order requirements or entitled to any adjustments to the purchase order terms because of a failure to resolve a disagreement with an associate contractor. 6. Liability for the improper disclosure of any proprietary data contained in or referenced by an agreement shall rest with the parties to the agreement, and not the Government or Northrop Grumman Corporation. 7. All cost associated with the agreements are included in the negotiated cost of the purchase order. Agreements may be amended as required by the Government or Northrop Grumman Corporation during the performance of this purchase order. 8. The following contractors are associate contracts with whom agreement are required: CONTRACTOR PROGRAM/CONTRACT L-3 MP-CDL TBD JTRS Boeing FAB-T D. DD FORM 254, Department of Defense Contract Security Classification Specification A DD Form 254 will be forwarded to the Seller upon award of any purchase order which involves access to classified information. Page 5 of 6

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