ADDITIONAL TERMS AND CONDITIONS IF CONTRACT # W15P7T-10-D-D414 IS CITED For purchase orders placed by Buyer in support of and/or relating to Contract #: W15P7T-10-D-D414, the following clauses set forth in the Federal Acquisition Regulation (FAR) and Defense FAR Supplement (DFARS) are incorporated herein by reference. These clauses are incorporated by reference with the same force and effect as if they were given in full text. If the date or substance of any of the clauses listed below is different from the date currently listed in the FAR and/or DFARS, the date or substance of the clause listed below shall apply. The full text is available upon request. If there is any inconsistency with Black Hall Aerospace Commercial Purchase Order Terms and Conditions, the following clauses shall apply. In all referenced FAR/DFARS clauses, where necessary to make clauses consistent with the Purchase Order, the terms Government, Contracting Officer, and similar or equivalent words shall mean Buyer and Buyer s authorized representatives. The words Contractor shall mean Seller and the term Contract shall mean this Agreement. The referenced clauses shall apply to Seller as necessary to reflect Seller as a subcontractor to the Buyer, to ensure Seller s obligation to the Buyer and the US Government under obligations of the Prime Contract number listed herein. Additionally, Seller agrees that it will negotiation in good faith for any amendments to this contract that may reasonably be deemed necessary in order to comply with the provisions of the Prime Contract or any applicable amendments to the Prime Contract. 1. If the Purchase Order is for Commercial Items as defined in FAR 2.101, then the Purchase Order is subject to the following clauses, all of which are hereby incorporated by reference: REGULATION CLAUSE TITLE DATE FAR 52.203-6 Restrictions on Subcontractor Sales to the Government (Applies if this Purchase Order exceeds $150,000) Sep-06 FAR 52.203-13 Contractor Code of Business Ethics and Conduct (Applies if this Purchase Order exceeds $5,500,000) Apr-10 FAR 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Sep-06 Debarment (Applies if this Purchase Order exceeds $35,000) FAR 52.219-8 Utilization of Small Business Concerns (Applies if this Purchase Order exceeds $150,000) May-04 FAR 52.219-9 Small Business Subcontracting Plan (Applies if this Purchase Order exceeds $700,000) Jul-10 FAR 52.222-17 Nondisplacement of Qualified Workers Jan-13 used in part as the basis for design, manufacture, or sale of items without express written consent. Page 1
FAR 52.222-21 Prohibition of Segregated Facilities Feb-99 FAR 52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation Feb-99 FAR 52.222-26 Equal Opportunity Mar-07 FAR 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Applies if this Sep-06 Purchase Order exceeds $150,000) FAR 52.222-41 Service Contract Act of 1965 Nov-07 FAR 52.222-44 Fair Labor Standards Act and Service Contract Act -- Price Adjustment Sep-09 FAR 52.222-50 Combating Trafficking in Persons Mar-15 FAR 52.223-11 Ozone-Depleting Substances May-01 FAR 52.225-13 Restrictions on Certain Foreign Purchases Jun-08 FAR 52.223-15 Energy Efficiency in Energy-Consuming Products Dec-07 FAR 52.223-16 IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products Dec-07 FAR 52.239-1 Privacy or Security Safeguards Aug-96 DFARS 252.204-7009 Limitations on the Use or Disclosure of Third-Party Contract Dec-15 DFARS 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Dec-15 DFARS 252.211-7003 ITEM IDENTIFICATION AND VALUATION Aug-08 DFARS 252.211-7006 Radio Frequency Identification Feb-07 DFARS 252.215-7003 Excessive Pass-Through Charges - Identification of Subcontract Effort May-08 DFARS 252.215-7004 Excessive Pass-Through Charges May-08 DFARS 252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan Feb-09 DFARS 252.225-7001 Buy American Act and Balance of Payments Program Jan-09 DFARS 252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the United States May-07 DFARS 252.225-7012 Preference for Certain Domestic Commodities Jun-10 DFARS 252.225-7015 Restriction on Acquisition of Hand or Measuring Tools Jun-05 DFARS 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings Mar-06 DFARS 252.225-7027 Restriction on Contingent Fees for Foreign Military Sales Apr-03 DFARS 252.225-7028 Exclusionary Policies and Practices of Foreign Governments Apr-03 DFARS 252.225-7031 Secondary Arab Boycott of Israel Jun-05 DFARS 252.225-7040 DFARS 252.225-7043 Contractor Personnel Supporting U.S. Armed Forces Deployed Outside the United States Antiterrorism/Force Protection for Defense Contractors Outside the United States Oct-15 Mar-06 used in part as the basis for design, manufacture, or sale of items without express written consent. Page 2
DFARS 252.225-7993 DFARS 252.225-7994 DFARS 252.225-7995 PROHIBITION ON CONTRACTING WITH THE ENEMY (DEV 2015- o0016) (Applies if this Purchase Order exceeds $50,000) (DEVIATION 2015) ACCESS TO CONTRACTOR & SUBCONTRACTOR RECORD (Applies if this Purchase Order exceeds $100,000) (DEVIATION 2015-O0009) Contractor Personnel Performing in the United States Central Command Area of Responsibility Dec-15 Mar-15 Jan-15 DFARS 252.225-7997 (DEVIATION 2013-O0017) CONTRACTOR DEMOBILIZATION Aug-13 DFARS 252.225-7999 REQUIREMENT FOR PRODUCTS OR SERVICES FROM AFGHANISTAN, A CENTRAL ASIAN STATE, PAKISTAN, OR THE Dec-15 SOUTH CAUCASUS DFARS 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns Sep-04 (Applies if this Purchase Order exceeds $500,000) DFARS 252.227-7013 Rights in Technical Data--Noncommercial Items Feb-14 DFARS 252.227-7015 Technical Data-Commercial Items Feb-14 DFARS 252.227-7037 Validation of Restrictive Markings on Technical Data Jun-13 DFARS 252.229-7014 TAXES--FOREIGN CONTRACTS IN AFGHANISTAN Dec-15 DFARS 252.237-7019 Training for Contractor Personnel Interacting with Detainees Sep-06 DFARS 252.243-7002 Requests for Equitable Adjustment (Applies if this Purchase Order exceeds $150,000) Mar-98 DFARS 252.244-7000 Subcontracts for Commercial Items and Commercial Components Aug-09 DFARS 252.246-7003 Notification of Potential Safety Issues Jan-07 DFARS 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA Mar-00 2. If the Purchase Order is for other than Commercial Items as defined in FAR 2.101, then the Purchase Order is subject to the following clauses, all of which are hereby incorporated by reference: REGULATION CLAUSE TITLE DATE FAR 52.204-2 Security Requirements Aug-96 FAR 52.204-9 Personal Identity Verification of Contractor Personnel Sep-07 FAR 52.208-9 Contractor Use of Mandatory Sources of Supply or Services Oct-08 FAR 52.211-5 Material Requirements Aug-00 FAR 52.211-11 Liquidated Damages--Supplies, Services, or Research and Development Sep-00 FAR 52.211-15 Defense Priority and Allocation Requirements Apr-08 FAR 52.214-34 Submission of Offers in the English Language Apr-91 used in part as the basis for design, manufacture, or sale of items without express written consent. Page 3
CAGE: 7FQU2 FAR 52.214-35 Submission of Offers in U.S. Currency Apr-91 FAR 52.215-20 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data Oct-97 FAR 52.223-6 Drug-Free Workplace May-01 FAR 52.223-7 Notice of Radioactive Materials Jan-97 FAR 52.224-1 Privacy Act Notification Apr-84 FAR 52.224-2 Privacy Act Apr-84 FAR 52.227-1 AUTHORIZATION AND CONSENT Apr-84 FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement Dec-07 FAR 52.227-9 Refund of Royalties Apr-84 FAR 52.227-10 Filing of Patent Applications -- Classified Subject Matter Dec-07 FAR 52.228-3 Workers' Compensation Insurance (Defense Base Act) Jul-14 FAR 52.228-4 Workers' Compensation and War-Hazard Insurance Overseas Apr-84 FAR 52.230-2 Cost Accounting Standards Oct-08 FAR 52.230-6 Administration of Cost Accounting Standards Jun-10 FAR 52.232-39 Unenforceability of Unauthorized Obligations Jun-13 FAR 52.233-1 DISPUTES Jul-02 FAR 52.233-3 Protest After Award Jun-85 FAR 52.233-4 Applicable Law for Breach of Contract Claim Oct-04 FAR 52.237-2 Protection of Government Buildings, Equipment, and Vegetation Apr-84 FAR 52.242-2 Production Progress Reports Apr-91 FAR 52.242-15 Stop-Work Order Apr-84 FAR 52.243-1 CHANGES -- FIXED-PRICE Apr-84 FAR 52.243-6 Change Order Accounting Apr-84 FAR 52.244-6 Subcontracts for Commercial Items Jun-10 FAR 52.245-1 Government Property Jun-07 FAR 52.245-9 Use and Charges Apr-12 FAR 52.246-11 Higher-Level Contract Quality Requirement. Feb-99 FAR 52.246-15 Certificate of Conformance Apr-84 FAR 52.247-68 Report of Shipment (REPSHIP) Feb-06 DFARS 252.204-7000 Disclosure of Information Dec-91 DFARS 252.204-7003 Control of Government Personnel Work Product Apr-92 DFARS 252.211-7001 Availability of Specifications, Standards, and Data Item Descriptions Not listed in the Acquisition Streamlining and Standardization Information System (ASSIST), and Plans, Drawings, and Other Pertinent Documents May-06 DFARS 252.222-7005 PROHIBITION ON USE OF NONIMMIGRANT ALIENS--GUAM Sep-99 DFARS 252.223-7001 Hazard Warning Labels Dec-91 used in part as the basis for design, manufacture, or sale of items without express written consent. Page 4
CAGE: 7FQU2 DFARS 252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials Apr-93 DFARS 252.225-7013 Duty-Free Entry Dec-09 DFARS 252.225-7025 Restriction on Acquisition of Forgings Dec-09 DFARS 252.225-7030 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Dec-06 DFARS 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Feb-14 DFARS 252.227-7016 Rights in Bid or Proposal Information Jan-11 DFARS 252.227-7017 Identification and Assertion of Use, Release, or Disclosure Jun-95 DFARS 252.227-7018 Rights in Noncommercial Technical Data and Computer Software Jun-95 DFARS 252.227-7020 Rights in Special Works Jun-95 DFARS 252.227-7025 Limitations on the Use or Disclosure of Government-Furnished May-13 DFARS 252.227-7027 Deferred Ordering of Technical Data or Computer Software Apr-88 DFARS 252.227-7028 Technical Data or Computer Software Previously Delivered to the Government Jun-95 DFARS 252.227-7030 TECHNICAL DATA-WITHHOLDING OF PAYMENT Mar-00 DFARS 252.227-7038 Patent Rights-Ownership by the Contractor (Large Business) Dec-07 DFARS 252.228-7001 Ground and Flight Risk Jun-10 DFARS 252.228-7003 Capture and Detention Dec-91 DFARS 252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles and Space Launch Vehicles Dec-91 DFARS 252.228-7006 Compliance with Spanish Laws and Insurance Dec-98 DFARS 252.229-7002 Customs Exemptions (Germany) Jun-97 DFARS 252.229-7006 Value Added Tax Exclusion (United Kingdom Jun-97 DFARS 252.231-7000 Supplemental Cost Principles Dec-91 DFARS 252.235-7003 Frequency Authorization. Dec-91 DFARS 252.235-7011 Final Scientific or Technical Report Nov-04 DFARS 252.239-7000 Protection Against Compromising Emanations Jun-04 DFARS 252.239-7001 Information Assurance Contractor Training and Certification Jan-08 DFARS 252.239-7016 Telecommunications Security Equipment, Devices, Techniques, and Services Dec-91 DFARS 252.243-7001 Pricing of Contract Modifications Dec-91 DFARS 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property Apr-12 DFARS 252.245-7002 Reporting Loss of Government Property Apr-12 DFARS 252.245-7003 Contractor Property Management System Administration Apr-12 DFARS 252.245-7004 Reporting, Reutilization, and Disposal Mar-15 DFARS 252.246-7000 Material Inspection and Receiving Report Mar-08 DFARS 252.246-7007 Contractor Counterfeit Electronic Part Detection and Avoidance May-14 used in part as the basis for design, manufacture, or sale of items without express written consent. Page 5
3. For Purchase Orders exceeding the Simplified Acquisition Threshold as defined in FAR 2.101, the Purchase Order is subject to the following clauses, all of which are hereby incorporated by reference: REGULATION CLAUSE TITLE DATE FAR 52.203-6 Restrictions on Subcontractor Sales to the Government Sep-06 FAR 52.203-7 Anti-Kickback Procedures Jul-95 FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity Jan-97 FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity Jan-97 FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions Sep-07 FAR 52.203-16 Preventing Personal Conflicts of Interest Dec-11 FAR 52.215-2 Audit and Records Negotiation Mar-09 FAR 52.215-14 Integrity of Unit Prices Oct-97 FAR 52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation Jul-05 FAR 52.227-3 Patent Indemnity Apr-84 FAR 52.228-5 Insurance--Work on a Government Installation Jan-97 FAR 52.232-17 Interest Oct-08 FAR 52.237-10 Identification of Uncompensated Overtime Oct-97 FAR 52.242-13 Bankruptcy Jul-95 FAR 52.246-2 Inspection of Supplies--Fixed-Price Aug-96 FAR 52.246-4 Inspection of Services--Fixed-Price Aug-96 FAR 52.246-25 Limitation of Liability--Services Feb-97 FAR 52.247-63 Preference for U.S.-Flag Air Carriers Jun-03 FAR 52.248-1 Value Engineering Feb-00 FAR 52.249-2 Termination for Convenience of the Government (Fixed-Price) May-04 FAR 52.249-8 Default (Fixed-Price Supply and Service) Apr-84 4. Clauses required when subcontractor cost or pricing data are required as defined in FAR 2.101, all of which are hereby incorporated by reference: FAR 52.203-14 Display of Hotline Poster(s). (Applies if this Purchase Order exceeds $5,500,000) Dec-07 FAR 52.215-11 Price Reduction for Defective Cost or Pricing Data--Modifications Oct-97 FAR 52.215-13 Subcontractor Cost or Pricing Data--Modifications Oct-97 FAR 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS Oct-04 used in part as the basis for design, manufacture, or sale of items without express written consent. Page 6
FAR 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits Jul-05 FAR 52.215-19 Notification of Ownership Changes Oct-97 FAR 52.215-21 FAR 52.215-22 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data -- Modifications Limitations on Pass-Through Charges-Identification of Subcontractor Effort Oct-97 Oct-09 FAR 52.215-23 Limitations on Pass-Through Charges Oct-09 FAR 52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation (Applies if this Purchase Order exceeds $10,000,000) Feb-99 DFARS 252.215-7000 Pricing Adjustments Dec-91 DFARS 252.225-7003 Report of Intended Performance Outside the United States and Canada- Submission with Offer (Applies if this Purchase Order exceeds $13,500,000) Dec-06 5. Equal Opportunity for Workers with Disabilities (FAR 52.222-35) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans 6. Affirmative Action for Workers with Disabilities (FAR 52.222-36) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities. used in part as the basis for design, manufacture, or sale of items without express written consent. Page 7