SUBCONTRACT 511-05-191
PROJECT TITLE: HAARP, HIGH &
LOW BAND ANTENNA MATCHING UNIT ASSEMBLY PROJECT
PRIME CONTRACT NO. N00014-02-D-0479, DELIVERY ORDER 011 &
013
FIRM FIXED PRICE
ISSUED TO:
ANTENNA PRODUCTS CORPORATION
101 S.E. 25th AVENUE
MINERAL WELLS, TX 76067
ISSUED BY:
BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.
1250 TWENTY-FOURTH ST, NW
WASHINGTON, DC 20037
Anthony Pugh
Contract Administrator
Phone: (202) 223 - 8808
Fax: (202) 223 -1377
E-Mail: anthony.pugh@baesystems.com
---------------------------
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SUBCONTRACT NO. 511-05-191
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SUBCONTRACT NO. 511-05-191
BETWEEN
ANTENNA PRODUCTS CORPORATION
AND
BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.
EFFECTIVE DATE:
DATE OF EXECUTION
SUBCONTRACT TYPE:
FIRM FIXED PRICE
PERIOD OF PERFORMANCE
20 January 2005 to 1 November 2005
SUBCONTRACT VALUE:
FIRM FIXED PRICE: $3,723,530.70
PAYMENT TERMS:
NET 30 DAYS
PRIME CONTRACT NO.:
N00014-02-D-0479
PRIME CONTRACT DELIVERY ORDER NO:
0011
& 0013
SECURITY CLASSIFICATION:
UNCLASSIFIED
DPAS RATING:
DO-C9(J)
SUBCONTRACTOR EIN:
75-1964534
2
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SUBCONTRACT NO. 511-05-191
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TABLE OF CONTENTS
SECTION A
.............................................................CONTRACT
SECTION B
........................................SUPPLIES/SERVICES AND
PRICES
SECTION C
.......................................DESCRIPTIONS/SPECIFICATIONS
SECTION D
............................................. PACKAGING AND
MARKING
SECTION E
........................................ INSPECTION AND
ACCEPTANCE
SECTION F
.........................................DELIVERIES OR
PERFORMANCE
SECTION G
...................................SUBCONTRACT ADMINISTRATION
DATA
SECTION H
....................................SPECIAL CONTRACT
REQUIREMENTS
SECTION I
...................GENERAL PROVISIONS AND FAR FLOWDOWN
PROVISIONS
SECTION J
...............................................LIST OF
ATTACHMENTS
SECTION K
.................................REPRESENTATIONS AND
CERTIFICATIONS
3
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SUBCONTRACT NO. 511-05-191
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SECTION A CONTRACT
A-1
INTRODUCTION
This FIRM FIXED PRICE SUBCONTRACT is hereby
made and entered into by and between
BAE SYSTEMS Advanced Technologies Inc., a corporation organized and existing
under the laws of the State of Delaware (hereinafter also called BAE SYSTEMS
ATI, BAE, Contractor, or Buyer), and Antenna Products Corporation having a
principal place of business in Mineral
Wells, Texas
(hereinafter
also called
APC, Subcontractor, or Seller).
WITNESS THAT WHEREAS, BAE SYSTEMS ATI has entered
into Prime
Contract No.
N00014-02-D-0479 to perform certain work and
services for the U.S.
Government;
and
WHEREAS, BAE SYSTEMS ATI desires to have
APC perform certain
work and services
hereinafter described, and APC desires to perform certain
work and services for
BAE SYSTEMS ATI; and
WHEREAS, the work and services hereinafter
described to be
performed by APC are
related to the work and services to be furnished by BAE
SYSTEMS ATI to the U.S.
Government,
NOW, THEREFORE, the parties mutually agree
as follows:
A-2
SUBCONTRACT TYPE
Firm Fixed Price
A-3
SUBCONTRACT VALUE
The total cost for performance of the Work as defined in Section C is
$3,723,530.70 which amount shall represent BAE SYSTEMS ATI's total hereunder
unless changed by written modification to this Agreement, which is signed by
authorized representatives of both
parties.
A-4
SUBCONTRACT EXECUTION
In witness whereof, the duly authorized
representatives of Buyer and Seller have
executed this Subcontract.
SELLER
BUYER
Antenna Products Corporation
BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.
BY:
Clark D. Wraight
BY: Michael J. Murphy
/s/Clark D. Wraight
/s/Michael J. Murphy
SIGNATURE: -----------------------
SIGNATURE: ------------------------------
TITLE: President
TITLE: Contracts Manager
DATE: January
21, 2005
DATE: January 24, 2005
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SUBCONTRACT NO. 511-05-191
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SECTION B SUPPLIES/SERVICES AND PRICES
B-1 SCOPE OF
CONTRACT
The general description of services to be
provided under this Subcontract is for
the manufacture, packing and the shipping
to the HAARP site in Gakona, AK of the
following items: 270 Low Band Antenna
Matching Units (AMU's), 346 High Band
AMU's, and various other antenna tower
component mounting kit assemblies. A
detailed Statement of Work is included in
Subcontract Section C, Statement of
Work.
B-2
SUBCONTRACT LINE ITEM DESCRIPTION (SLIN) LIST
SLIN # Description
Qty FFP
Amount
------ -----------
---
----------
0001 Manufacture, Packing
and Shipping of Low Band
135
$737,364.14
AMU's, BAE P/N ECE-98-4000-1
0002 Manufacture, Packing
and Shipping of Low Band
135
$737,364.14
AMU's, BAE P/N ECE-98-4000-2
0003 Manufacture, Packing
and Shipping of High Band
173 $1,009,887.76
AMU's BAE P/N CSI-04-4000-1
0004 Manufacture, Packing
and Shipping of High Band
173 $1,009.887.76
AMU's BAE P/N CSI-04-4000-2
0005 Manufacture, Packing
and Shipping of Current Sensor's 100 $21,500.00
BAE P/N ECE-98-4001
0006 Tower Component
Mounting Kit
2800
$147,728.00
APC P/N 0004-1072-201
0007 Switch Control Box
Mounting Kits
140
$5,835.20
APC P/N 0004-1074-201
0008 Current Monitor
Mounting Kit
140
$9,979.20
APC P/N 0004-1076-201
0009 Cable Mounting Kit
1050
$43,984.50
APC P/N 0004-1078-201
SECTION C DESCRIPTIONS/SPECIFICATIONS
C-1
DESCRIPTIONS/SPECIFICATIONS
Statement of Work:
------------------
Subcontractor shall provide all labor, materials, facilities, equipment,
packaging material, shipping and other
services necessary to accomplish the Work
and to produce and deliver the Deliverables
described as follows:
Deliverables:
-------------
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SUBCONTRACT NO. 511-05-191
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<TABLE>
<S>
<C>
<C>
<C>
Part Number and Rev Level
Description
Quantity Documentation
Source
---------------------------------------------------------------------------------------
ECE-98-4000-1 rev C LB
AMU
135 BAE
Drawing Package
ECE-98-4000-2 rev C LB
AMU
135 BAE
Drawing Package
CSI-04-4000-1 rev B HB
AMU
173 BAE
Drawing Package
CSI-04-4000-2 rev B HB
AMU
173 BAE
Drawing Package
ECE-98-4001 rev E
Current Sensor
100 BAE
Drawing Package
0004-1072-201
Tower
Component Mounting Kit 2800
Antenna
Products Part Number
0004-1074-201
Switch Control Box Mounting Kit 140 Antenna Products Part
Number
0004-1076-201
Current Monitor Box Mounting Kit 140 Antenna Products Part
Number
0004-1078-201
Cable Mounting Kit
1050
Antenna Products Part Number
</TABLE>
Antenna
Products Corp is
responsible for shipping the deliverables to the
HAARP site in
Gakona, AK per the
schedule outlined in
Section F-1.
This
delivery
schedule provides firm arrival deadlines
for the deliverables at
the HAARP
site. It is permissible to ship earlier than the schedule.
Antenna
Products Corp is responsible for preparing and packaging the
deliverables for
shipment and for the shipping to the HAARP site. Notice of
shipments must
be provided to BAE Systems ATI so that preparations at the
site
can be made for their arrival. Transfer of ownership of the
deliverables
will occur at the HAARP site.
As part of this
subcontract, BAE Systems ATI will supply a complete drawing
package
(CD with drawing files in DWG format) for the Low Band AMU
(ECE-98-4000),
the High Band AMU (CSI-04-4000) and the Current Sensor
(ECE-98-4001).
All required
prints and their
correct revision
level are
listed in
Attachment A.
BAE Systems
ATI will supply the
following Customer Furnished Materials
(CFM) to Antenna
Products Corp in a timely manner to support
the delivery
schedule in
Section F-1. Antenna
Products Corp will not be responsible for
the purchase of
these materials but
will need to handle and safeguard this
material as
normal inventory
items. All unused
material shall be returned
to BAE Systems
ATI at the completion of this subcontract.
CFM for Low Band
AMU's
1100
Capacitors, Draloric (Round),PE 140-300-5,Print ECE-98-4000(item
23)
275
Capacitors, Jennings, CKT 150-0030, Print ECE-98-4017 (item 12)
550
Relays, Kilovac, KC-22, Print ECE-98-4017 (item 27)
8000
ft Cable, HP-850-B, listed in notes on Prints ECE-98-4013,
ECE-98-4014 and ECE-98-4015
CFM for High
Band AMU's
360
Capacitors, MC2C-75, Print CSI-04-4001 (item 22)
360
Capacitors, MC3C-175, Print CSI-04-4001 (item 12)
360
Capacitors, MC3C-235, Print CSI-04-4001 (item 6)
700
Relays, KC-22, Print CSI-04-4001 (item 27)
7000
ft Cable, HP-850-B, listed in notes on Print CSI-04-4011
2500
ft Cable, HP-950-33, listed in notes on Print CSI-04-4010
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SUBCONTRACT NO. 511-05-191
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Antenna
Products Corp shall provide to BAE SYSTEMS ATI a copy
of Antenna
Products
Corp's QA Plan that will be used to monitor progress of
manufacturing by
including the manufacturing processes, inspection, test,
and acceptance. Antenna Products Corp's QA Plan is subject
to review and
approval
by BAE SYSTEMS ATI's QA POC prior to the start of any
manufacturing
effort by Antenna Products Corp.
SECTION D PACKAGING AND MARKING
D-1
PACKAGING
Packaging is to be supplied by the subcontractor. Each AMU unit is to be
individually packaged within its own
shipping container. Transportation is to be
via air ride van from Antenna Products Corp
facility to the Seattle, Washington
area, by water to Anchorage, Alaska and again by air ride van
to the HAARP Site
in Gakona, Alaska. Any deviations from the above will
require written approval
from BAE Systems ATI. Packaging and marking of all deliverables shall be in
accordance with the best commercial
practice necessary to ensure safe and timely
delivery at destination.
D-2 CONTAINER
MARKINGS
A complete packing list shall be included
with all shipments. Subcontractor
shall mark containers or packages with
necessary lifting,
loading, and shipping
information, including the BAE SYSTEMS ATI
agreement number, item number, dates
of shipment, and the names and address of
consignor and consignee. Bills of
lading shall include this agreement
number.
D-3 MARKING OF
SUBCONTRACTOR REPORTS
All reports submitted under this
subcontract shall include:
o The Prime Contract Number/ Delivery Order
Number
o Subcontract Number
o Forwarded Prepaid
o Provide preservation, packaging and marking which shall afford adequate
protection against physical damage during shipment for all deliverable
items.
o All reports shall be packaged and
forwarded to:
BAE
Systems Advanced Technologies Inc.
1250 24th
Street, N.W.
Washington, D.C. 20037
Attn: Paul
Darling
SECTION E INSPECTION AND ACCEPTANCE
E-1 INSPECTION
AND ACCEPTANCE
Final inspection and acceptance of all
work, deliverables and
report items will
be performed by BAE SYSTEMS ATI quality
assurance personal or by the Program
Manager's designee. The Subcontractor shall be responsible for all
materials
delivered and work performed until
completion and
acceptance of the entire work
for any completed unit of work that may have been accepted under this
subcontract.
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SUBCONTRACT NO. 511-05-191
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1. The
Subcontractor
shall submit a complete and signed "Travelers
Checklist", which will
be audited by BAE
Systems ATI POC on a regular
basis showing AMU completion. This traveler checklist should include
critical quality
items (such as hardware torque and soldering
inspection) that are
to be signed off by QA
inspectors
at specific
assembly and test points. BAE Systems ATI will do random audits of
this
process.
2.
Subcontractor will test the AMU's using a network analyzer to catch
any
assembly errors
and loose connections. This test will consist of
hooking up, testing,
print out results, and unhooking the AMU's from a
network analyzer.
The person performing
the test must be qualified to
support the use of/or
troubleshoot the network analyzer. BAE Systems
ATI will provide
the initial training and support as well as the
software, computer, GPIB card, and connectors for the network
analyzer.
3. The
units can be shipped to the HAARP Site only after the receipt and
acceptance of the Traveler Checklist and Test Data for each
unit.
SECTION F DELIVERIES OR PERFORMANCE
F-1
DELIVERIES
Deliveries required in performance of this
subcontract as set forth herein will
be made in accordance with the following
delivery schedule:
<TABLE>
<S><C>
<C>
<C> <C>
<C>
<C> <C>
<C>
-------------
--------------------------- ------- ------- ------ ------- -------
-----
Part Number Description
6/27/05 7/18/05 8/8/05 8/29/05 9/12/05 Total
-------------
--------------------------- ------- ------- ------ ------- -------
-----
ECE-98-4000-1 LB AMU
35
35
33
32
135
-------------
--------------------------- ------- ------- ------ ------- -------
-----
ECE-98-4000-2 LB AMU
35 35
33
32
135
-------------
--------------------------- ------- ------- ------ ------- -------
-----
CSI-04-4000-1 HB AMU
35 35
33
34
36
173
-------------
--------------------------- ------- ------- ------ ------- -------
-----
CSI-04-4000-2 HB AMU
35 35
33
34
36
173
-------------
--------------------------- ------- ------- ------ ------- -------
-----
ECE-98-4001 Current Sensor
100
100
-------------
--------------------------- ------- ------- ------ ------- -------
-----
0004-1072-201 Tower
Component Mtg Kit
700
700
700
700
2800
-------------
--------------------------- ------- ------- ------ ------- -------
-----
0004-1074-201 Switch Control
Box Mtg Kit 140
140
-------------
--------------------------- ------- ------- ------ ------- -------
-----
0004-1076-201 Current
Monitor Box Mtg Kit 140
140
-------------
--------------------------- ------- ------- ------ ------- -------
-----
0004-1078-201 Cable Mtg Kit
250
200 200
200
200
1050
-------------
--------------------------- ------- ------- ------ ------- -------
-----
</TABLE>
Delivery of the QA Plan, and other
documentation required in performance of this
subcontract as set forth herein will be
made to:
BAE SYSTEMS Advanced Technologies, Inc.
1250 Twenty-Fourth St., NW, Suite 850
Washington, DC 20037
Attn: Paul Darling
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SUBCONTRACT NO. 511-05-191
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Delivery of the Deliverables required in
performance of this
Subcontract as set
forth herein will be made to:
BAE SYSTEMS Advanced Technologies, Inc.
HAARP DP Site
Milepost 11.3 TOK Cutoff
Gakona, AK 99586
Attn: Program Manager/Designee
All Deliveries shall be FOB
Destination.
A copy of all transmittal letters shall be mailed to the BAE SYSTEMS ATI
Contractual Point of Contact identified in
Section G-4 of this Subcontract.
F-2 PERIOD OF
PERFORMANCE
The Period of Performance for this
Subcontract is 20 January 2005 through 1
November 2005. The subcontractor shall plan
and execute the work accordingly.
F-3 PLACE OF
PERFORMANCE
Performance under this subcontract will
take place at the Subcontractor's
facility in Mineral Wells, Texas.
SECTION G SUBCONTRACT ADMINISTRATION
DATA
G-1 INVOICING
AND PAYING INSTRUCTIONS
Submit one original invoice to:
BAE SYSTEMS Advanced Technologies, Inc.
1250 Twenty-Fourth St., NW
Washington, DC 20037
Attention: Anthony
Pugh
Invoices may be submitted no more often
than monthly after
approved
"Travelers
Checklist" has been received by BAE SYSTEMS
ATI, on a per unit completed basis.
Anticipated payment schedule as
follows:
Milestone Payments
Description
Payment
Anticipated Date
---------------------------------------------------------------------
Payment # 1 (With Notice to Proceed)
$494,945.66
Jan 25,
2005
Payment # 2
$249,760.48 Mar 15,
2005
Total Milestones $744,706.14
Delivery Payments
Per delivery schedule or sooner
Invoices to use the following part numbers and price per unit
Part # / Description
Quantity Price/Unit
Total
Value
-----------------------------------------------------------------------------
ECE-98-4000-1 / LB AMU
135 $4,369.5653
$589,891.31
ECE-98-4000-2 / LB AMU
135 $4,369.5653
$589,891.31
CSI-04-4000-1 / HB AMU
173 $4,670.0012
$807,910.21
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SUBCONTRACT NO. 511-05-191
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CSI-04-4000-2 / HB AMU
173 $4,670.0012
$807,910.21
ECE-98-4001 / Current Sensor
100
$172.0000
$17,200.00
0004-1072-201 / Tower Component Mtg Kit
2800 $42.2080
$118,182.40
0004-1074-201 / Switch Control Box Mtg Kit
140 $33.3440
$4,668.16
0004-1076-201 / Current Monitor Box Mtg Kit
140 $57.0240
$7,983.36
0004-1078-201 / Cable Mtg Kit
1050 $33.5120
$35,187.60
Total Delivery Payments
$2,978,824.56
Total Payments
$3,723,530.70
In accordance with the provisions of this Agreement and conditioned upon
satisfactory performance of Subcontractor's
obligations hereunder,
BAE SYSTEMS
ATI will pay the approved amounts of Subcontractor's interim payment vouchers
within thirty (30) days after BAE SYSTEMS ATI's receipt thereof at the
aforementioned address; except that if BAE
SYSTEMS ATI, in good faith, disputes
and does not approve an item billed BAE
SYSTEMS ATI will notify Subcontractor of
the portion disputed within 5 days and
withhold payment thereof until settlement
of the dispute. Such right of BAE SYSTEMS ATI to
withhold such payments
shall
not constitute or imply acceptance of the
Work or Deliverables.
BAE SYSTEMS ATI will have no direct or
indirect obligation to
pay, reimburse or
otherwise bear any rates, costs, expenses or other charges or amounts
whatsoever, except as agreed to herein; it being understood that all of
Subcontractor's work shall be performed by
Subcontractor at Subcontractor's sole
cost, risk and expense, except as otherwise
expressly agreed to in writing.
Completion criteria for invoice purposes will be when a "Travelers
Checklist"
has been completed by both APC and BAE Quality
Assurance personnel, and BAE
Quality Assurance personnel has approved work as being satisfactory or
completed.
Final Payment under this subcontract shall be predicated upon receipt and
acceptance by BAE SYSTEMS ATI of all
performance
and Deliverables called for
hereunder; final accounting for and disposition of government
property; the
assignment to BAE SYSTEMS ATI of any
refunds; and the
release discharging
BAE
SYSTEMS ATI from liabilities.
G-2 PAYMENT
AND CORRESPONDENCE ADDRESS
Payment under this subcontract shall be
made to:
ANTENNA PRODUCTS CORPORATION
ACCT# 600058164 C/O Frost National Bank PO Box 164009 Fort
Worth,
TX 76161-4009
G-3 CONTRACT
ADMINISTRATION
The BAE SYSTEMS ATI Contract Administrator shall be the only individual
authorized to direct and/or redirect the effort or in any way
amend any of the
terms of this subcontract other than those
instances specifically
delegated to
an Administrative Contracting Officer, or a
Termination Contracting Officer, by
a General Provision of this subcontract. No verbal statement of any person
whomsoever shall, in any manner or degree,
modify or otherwise
affect the terms
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SUBCONTRACT NO. 511-05-191
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of this subcontract. In the event effects any such change at the
direction of
any person other than the BAE SYSTEMS ATI
Contract Administrator, the change
will be considered to have been made without
administrative
authority and no
adjustment will be made in the authorized
funding to cover any increase in costs
incurred as a result thereof.
G-4 POINTS OF
CONTACT
The individuals identified below may be contacted
for contractual and technical
administration of this Subcontract.
Any notices consents
or approvals
required
or permitted by this Agreement shall be in writing and shall be
given to the
contractual Point of Contact or to such other address as the party to
receive
the same shall have designated to the other
party hereto.
BAE SYSTEMS ATI:
----------------
Contractual
Technical
-----------
---------
Name: Anthony Pugh
Name: Dr. Rob Jacobsen
Title: Contract Administrator
Title: Program Manager
Voice: 202-223-8808
Voice: 202-223-8808
FAX: 202-223-1377
FAX: 202-223-1377
E-mail: anthony.pugh@baesystems.com
E-mail:
jacobsen@baesystems.com
---------------------------
-----------------------
Quality Assurance
-----------------
Name: Paul Darling
Title: Assistant Program Manager
Voice: 202-223-8808
FAX: 202-223-1377
E-mail: paul.darling@baesystems.com
---------------------------
SUBCONTRACTOR:
--------------
Contractual
Technical
-----------
---------
Name: Clark D. Wraight
Name: Angus Hume
-------------
-------------
Title: President
Title: Program Manager
-------------
---------------
Voice: (940)325-3301
Voice: (940)325-3301
-------------
-------------
FAX: (940)325-8440
FAX:
(940)325-8440
-------------
-------------
E-MAIL: wraight@antennaproducts.com
E-MAIL:
hume@antennaproducts.com
----------------------------
-------------------------
G-5 PROGRAM
MANAGER
Performance under the work hereunder is subject to the
technical direction
of
BAE SYSTEMS ATI's Program Manager or his designee. If the Program Manager
assigns a designee, such designee shall be identified in a written
11
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SUBCONTRACT NO. 511-05-191
-------------------------------------------------------------
correspondence signed by the BAE SYSTEMS
ATI Contract Administrator and provided
to the Subcontractor Contractual Point of Contact as
identified in Section G-4
of this Agreement. For the purpose of this clause,
technical direction includes
the following:
(a)
Direction to the Subcontractor that shifts work emphasis between
work
areas or tasks, requires pursuit of certain lines of inquiry, fills
in
details or otherwise serves to accomplish the objectives
described in
the statement of work.
(b)
Guidelines to the Subcontractor that assist in the interpretation of
drawings, specifications or technical portions of work
description.
The Program Manager does not have the
authority to issue any
direction under
this contract, either technical or otherwise,
that increases BAE
SYSTEMS ATI's
financial obligation hereunder.
SECTION H SPECIAL CONTRACT REQUIREMENTS
H-1 CLAIMS AGAINST SUBCONTRACTOR
Subcontractor
shall not
be in
default because of any
failure to
If notification of any claim
perform this subcontract under its
against the Subcontractor arising
terms if the failure
arises from
out of labor or materials furnished
causes beyond
the control and
to the project has been made to BAE
without the fault or
negligence of
SYSTEMS ATI, BAE SYSTEMS ATI may,
Subcontractor.
Examples of
these
at their discretion, withhold
causes are
(1) acts of God or of
sufficient funds from any payments
the public enemy,
(2) acts of the
to cover the cost of any such
Government in either
its sovereign
claims pending their settlement to
or Contractual capacity, (3) fires,
the satisfaction of BAE SYSTEMS
(4) floods,
(5) epidemics, (6)
ATI. BAE SYSTEMS ATI shall have the
quarantine restrictions
(7)
right at any time to make payments
strikes, (8) freight embargoes, and
due under this Agreement by means
(9) unusually severe
weather. In
of joint checks
to
the
each instance,
the failure to
Subcontractor or directly to any of
perform must be beyond
the control
the laborers, suppliers or
and without the fault or negligence
Subcontractors directly.
of
Subcontractor. "Default"
includes failure to
make progress
H-2 DUST CONTROL
in the work so as to endanger
Not Used.
performance.
H-3 EMPLOYEE SITE -
H-7 EXAMINATION
OF COSTS
EEO
ORIENTATION
For the purpose of evaluating
Not Used.
Subcontractor's costs
with respect
to requests
for change
proposal,
H-4 ENVIRONMENTAL FIELD OFFICER
and
proposal
for
follow-on
Not Used.
procurement,
Subcontractor
agrees
that BAE SYSTEMS
ATI may subject
H-5 ENVIRONMENTAL IMPACTS
such proposals, requests or reports
Not Used.
and related
fianancial
data to
anaysis type examintation. For such
H-6 EXCUSABLE DELAYS
purposes,
Subcontractor must
make
Except for defaults
of
available all
data
supporting
Subcontractor at any tier,
direct costs to DCAA
or any other
12
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SUBCONTRACT NO. 511-05-191
-------------------------------------------------------------
authorized governement official.
maintenance or disposal of
Government-furnished
property that
H-8 EXISITING UTILITIES
may come
into
Subcontractor's
Not Used.
possession during
Subcontractor's
performance of
this subcontract;
H-9 FAILURE TO COMPLY WITH EQUAL
such handling, use,
maintenance or
OPPORTUNITY REGULATIONS
disposal is
governed
by the
This Subcontract may be canceled by
government
furnished
property
BAE SYSTEMS ATI up to 30 days after
clause in
Section
I of this
award and without liability to BAE
subcontract.
SYSTEMS ATI or others for any
payment or otherwise,
if
H-12 INSURANCE
Subcontractor is found by the
In accordance
with the Contract
United States Government, on the
Clause FAR
52.228-7
entitled
basis of a compliance review, not
"Insurance
Liability to
Third
able to comply with the provisions
Persons", the
following kinds
and
of the Equal
Opportunity
minimum amounts of
insurance are
regulations clause incorporated
required during the
performance of
herein and the Equal Opportunity
this contract:
regulations of the Government.
(a) Worker's
Compensation and
Employer's
Liability
H-10 FURTHER ASSURANCES
Insurance:
Subcontractor will, and will cause
(i) The amount
required
its employees, officers, agents and
by the state where
representatives to, prepare and
performance will
execute at the executing party's
occur,
under
expense, and will deliver, at the
applicable
Worker's
reasonable request of BAE SYSTEMS
Compensation and
ATI, any and all documents or
occupational
disease
instruments reasonably necessary or
statutes.
appropriate to create, evidence or
(ii)Employer's
liability
confirm the grant, discharge, or
insurance
in the
release, as the case may be, of any
minimum amount
of
right, interest or obligation
$1,000,000 per person
acquired by BAE SYSTEMS ATI
and $1,000,000
per
pursuant to this Agreement.
accident.
(b) General
Liability
H-11 GOVERNMENT PROPERTY
Insurance: Bodily
injury,
BAE SYSTEMS ATI shall retain title
sickness or death liability
to all property furnished to and
coverage
on
the
utilized by Subcontractor
in
comprehensive form of
performance of this subcontract.
policy at $1,000,000 per
Subcontractor shall
label,
occurrence and
$1,000,000
maintain, and dispose of BAE
for loss or damage to
SYSTEMS ATI's property, including
property in one accurrence.
scrap, according to BAE SYSTEMS
(c) Automobile
Liability
ATI's written direction, and
Insurance: Coverage
shall
Subcontractor shall be responsible
be on the comprehensive
for all loss or damage to BAE
form of policy. The
policy
SYSTEMS ATI's property
in
shall provide
for bodily
Subcontractor's possession. This
injury and property
damage
clause does
not
govern
liability
covering the
Subcontractor's handling, use,
operation of
all
13
<PAGE>
SUBCONTRACT NO. 511-05-191
-------------------------------------------------------------
automobiles used
in
obtain, maintain, and
keep
connection with
performing
in force, during
the time
the subcontract.
Policies
in which they are
engaged
covering
automobiles
in performing
Services
operated in
the United
hereunder,
adequate
States
shall provide
insurance
coverage
in
coverage
of at
least
accordance
with
$200,000 per
person and
Subcontractors' normal
$500,000 per occurrence for
practice and
furnish BAE
bodily injury and
$20,000
SYSTEMS ATI
acceptable
per occurrence for property
evidence of such insurance.
damage.
(i) BAE SYSTEMS
ATI shall not
(d) The amount of liability
be liable
for loss or
coverage on other
policies
damage to
equipment,
shall be commensurate
with
supplies, and
materials
any legal requirements
of
belonging to the
the locality and sufficient
Subcontractor or
used on
to meet
normal
and
behalf of Subcontractor for
customary claims.
Subcontractor's performance
(e) All policies shall be
hereunder. Any
insurance
endorsed to
provide that
policies carried
by
underwriters and
insurance
Subcontractor or third
companies of
Subcontractor
party on said equipment,
shall not have any right of
supplies and
materials
subrogation
against BAE
shall provide for waiver of
SYSTEMS ATI
and agents,
underwriter's right to
employees,
invites,
subrogation
against BAE
subcontractors,
insurers,
SYSTEMS ATI.
underwriters,
and other
(j) Unless otherwise
provided
such parties as BAE SYSTEMS
pursuant to FAR
52.228-7,
ATI may designate.
it is expressly agreed
and
(f) Subcontractor
shall furnish
understood that the cost of
Certificate of Insurance to
premiums and
deductibles
BAE SYSTEMS ATI
evidencing
for insurance
described in
the insurance
required
this
Agreement
is a
hereunder and upon request,
non-reimbursable cost.
BAE SYSTEMS ATI may examine
(k) Primary Insurance
- It is
true copies of the
actual
hereby
understood
and
policies. Each
certificate
agreed that
any coverage
shall provide
that thirty
provided BAE SYSTEMS ATI by
(30) days prior written
Subcontractor's
insurance
notice shall
be given to
under this
Agreement
is
BAE SYSTEMS
ATI in the
primary insurance and shall
event of cancellation or
not be
considered
material change in policies
contributory insurance with
occurs
any insurance
policies of
(g) All policies shall be
BAE SYSTEMS ATI.
endorsed to
provide that
(l) By so
specifying,
BAE
there will be no
recourse
SYSTEMS ATI
may require
against BAE SYSTEMS ATI for
additional types
of
payment of premium.
insurance. (m) These
(h) Subcontractor
shall require
insurance provisions
in no
all
subcontractors to
way affect the liability of
14
<PAGE>
SUBCONTRACT NO. 511-05-191
-------------------------------------------------------------
Subcontractor as
stated
H-18 PERMITS
elsewhere in
this
Not Used.
Agreement.
H-19 PERFORMANCE AND
PAYMENT BOND
H-13 LIGHTING
Not Used.
Not Used.
H-20 RESPONSIBILITY FOR PERFORMANCE
H-14 LIMITATION OF FUNDS (NOT
BAE SYSTEMS
ATI issuance of this
APPLICABLE
TO FIRM FIXED
subcontract is based in part on BAE
PRICE
CONTRACTS)
SYSTEMS
ATI's
reliance
upon
Not used.
Subcontractor's ability, expertise
and knowledge
of the expected
H-15 NATIONAL CODES
construction project,
and
Subcontractor's
continuing
The following codes are hereby
compliance with all applicable laws
incorporated into the subcontract
and
regulations during the
by reference, with the same force
performance of
this subcontract.
and effect as if it were provided
Subcontractor shall not, by
in full text.
contract,
operation of
law, or
(a) Uniform Building
Code (UBC)
otherwise, assign any of its rights
(b) Uniform
Mechanical
Code
delegate any
of its duties or
(UMC)
obligations under this subcontract,
(c) Uniform Plumbing
Code (UPC)
including but not
limited to any
(d) National
Electrical
Code
right to monies
due or to become
(NEC)
due, without
BAE SYSTEMS ATI's
(e) Americans with
Disabilites
prior
written
consent. No
Act (ADA)
assignment,
delegation, or
(f) National
Fire Protection
subcontracting
by Subcontractor,
Association (NFPA)
with or without BAE
SYSTEMS ATI's
consent,
shall
relieve
H-16 NOTIFICATION OF DEBARMENT/
Subcontractor of
any of its
SUSPENSION
STATUS
obligations under this subcontract.
Subcontractor shall
provide
Notwithstanding the foregoing,
immediate notice to the BAE SYSTEMS
either party
shall have the
right
ATI Contract Administrator in the
to assign this
subcontract to any
event of being suspended, debarred
successor of such
party by way of
or declared ineligible by any
merger or consolidation or the
Department or other Federal Agency,
acquisition of substantially all of
or upon receipt of a notice of
the business
and assets of the
proposed debarment from another DoD
assigning party
relating to the
Agency, during the performance of
subject matter of this subcontract.
this subcontract.
This right
shall
be retained
provided that such successor shall
H-17 OFF-DUTY EMPLOYMENT
expressly assume
all
the
Subcontractor agrees not to employ
obligations and
liabilities of the
any person who is and employee of
assigning
party
under
this
the United States Government,
subcontract, and that the assigning
either civilian or military,
party shall
remain
liable
and
without assuring that the employees
responsible
to the other party
has complied with all the
hereto for
the performance and
appropriate Department of Defense
observance of all such obligations.
Regulations pertaining to off-duty
employment for
Government
H-21 SAFETY
personnel.
The
Subcontractor shall be
15
<PAGE>
SUBCONTRACT NO. 511-05-191
-------------------------------------------------------------
responsible for safety related to
required
services,
supervising
and during prosecution of the work
techniques used in
their work, and
and shall ensure that its employees
assuring the
quality
of their
and employees of its Subcontractors
product.Subcontractor shall select,
are notified of and observe and
supervise and exercise
control and
abide by all safety regulations and
direction over its employees under
laws including, but not limited to
this
Subcontract.
Subcontractor
State of Alaska General Safety
shall not supervise, direct or
Code, U.S. Department of Labor
control the
activities
of BAE
Safety and Health Act of 1970,
SYSTEMS ATI
personnel.
Except as
including, any revisions of the
may be
otherwise
expressly
foregoing, that may hereafter be
specified
herein,
Subcontractor
applicable, and all applicable
shall
provide all
necessary
safety regulations. Said laws and
administrative and other support to
regulations are designed as minimum
its employees.
requirements for the Subcontractor,
and the Subcontractor shall take
H-25 SUBCONTRACTING
RESTRICTIONS
any additional
precautions
Subcontractor may not issue
necessary or proper under the
second-tier subcontracts
to
circumstances to prevent injury or
business concerns
that have been
death to persons and/or damage to
debarred from
contracting with the
property. Neither compliance with
U.S. Government.
Nor shall the
such laws and regulations by
Subcontractor
issue
second-tier
Subcontractor nor BAE SYSTEMS ATI's
subcontracts to
foreign
owned
approval of any actions or
business concerns.
procedures of the Subcontractor as
provided herein, shall relieve the
H-26 TRASH AND
WASTE
Subcontractor of its obligations to
Not Used
always use due care in performing
services under this subcontract.
H-27 WATER AND
SANITARY SERVICES
Not Used.
The Subcontractor shall immediately
notify BAE SYSTEMS ATI and, as soon
thereafter as is practicable,
furnish BAE SYSTEMS ATI with a
written report of any damage to
property and/or injury to, or death
of, persons which occurs in
connection with or is in any way
related to the execution of
services under this subcontract.
H-22 SECURITY
Not Used.
H-23 SERVICE CONTRACT ACT -
STATEMENT
OF EQUIVALENT RATES
Not Used.
H-24 SUBCONTRACTOR PERSONNEL
Subcontractor shall be responsible
for selecting personnel who are
well qualified to perform the
16
<PAGE>
SECTION I GENERAL PROVISIONS AND FAR FLOWDOWN PROVISIONS
--------------------------------------------------------------------------------
SECTION I: GENERAL PROVISIONS
21 New Materials
-----------------------------
22 Offset Credit/Cooperation
1 Acceptance of Contract/Terms and
23 Packing and Shipment
Conditions
24 Payments, Taxes, And Duties
2 Applicable Laws
25 Precedence
3 Assignment
26 Priority Rating
4 Changes
27 Quality Control System
5 Commercial Computer Software
28 Release of Information
6 Communication with BAE SYSTEMS
29 Stop Work Order
Customer
30 Severability
7 Contract Direction
31 Survivability
8 Default
32 Termination for Convenience
9 Definitions
33 Timely Performance
10 Disputes
34 Waiver, Approval, And Remedies
11 Export Control
35 Warranty
12 Extras
13 Furnished Property
SECTION II: FAR FLOWDOWN PROVISIONS
14 Gratuities/Kickbacks
-----------------------------------
15 Independent
Contractor
A Incorporation of FAR
Clauses
Relationship
B Government
Subcontract
16 Information of BAE SYSTEMS
C Notes
17 Information of Seller
D Amendments
Required
by Prime
18 Inspection and Acceptance
Contract
19 Insurance/Entry on BAE SYSTEMS
E Preservation of the
Government's
Property
Rights
20 Intellectual Property
F FAR Flowdown
Clauses
SECTION I: GENERAL PROVISIONS
included
in
SELLER's
------------------------------
acknowledgment hereof
are
1. ACCEPTANCE OF CONTRACT/TERMS
hereby objected to by
BAE
AND CONDITIONS
SYSTEMS and have no effect
unless accepted in writing
(a) This
Contract integrates,
by BAE SYSTEMS.
merges, and supersedes any
prior
offers,
2. APPLICABLE
LAWS
negotiations,
and
(a) This Contract
shall
be
agreements concerning
the
governed by and
construed
subject matter hereof
and
in accordance
with
the
constitutes the
entire
laws of the State of
agreement
between the
Delaware,
excluding its
Parties.
choice of
laws rules,
except that any
provision
(b) SELLER's
acknowledgment,
in this Contract
that is
acceptance of payment,
or
(i) incorporated
in full
commencement
of
text or by reference
from
performance,
shall
the Federal
Acquisition
constitute
SELLER's
Regulation (FAR); or
(ii)
unqualified acceptance
of
incorporated in full
text
this Contract.
or by reference
from any
agency
regulation
that
(c) Additional
or differing
implements or
supplements
terms or
conditions
the FAR or; (iii) that
is
proposed by
SELLER
or
substantially based on any
17
<PAGE>
such agency regulation
or
or may demand
payment
FAR provision,
shall be
(in whole or in part)
construed and
interpreted
of the corresponding
according to the
federal
amounts. SELLER
shall
common law of
government
promptly pay amounts so
contracts as
enunciated
demanded.
and applied
by federal
judicial bodies, boards of
(4)In the event it is
contracts
appeals, and
determined that
the
quasi-judicial agencies of
Work
is not
a
the federal
Government.
Commercial
Item as
defined at FAR
2.101,
(b) (1)SELLER
agrees to
then SELLER agrees
the
comply with
all
corresponding agency
applicable
laws,
flowdowns
shall be
orders,
rules,
applicable
to this
regulations,
and
Contract, in
lieu of
ordinances.
these terms
and
conditions,
effective
(2)If: (i)
BAE SYSTEMS'
as of the date of
this
contract price
or fee
Contract.
is reduced;
(ii) BAE
SYSTEMS'
costs are
(c) SELLER
represents
that
determined to be
each chemical
substance
unallowable; (iii) any
constituting or
contained
fines, penalties
or
in Work sold or
otherwise
interest are
assessed
transferred to BAE SYSTEMS
on BAE SYSTEMS; or (iv)
hereunder is on the
list
BAE SYSTEMS incurs any
of chemical
substances
other costs or damages;
compiled and published
by
as a result of any
the Administrator
of the
violation of applicable
Environmental
Protection
laws, orders,
rules,
Administration pursuant to
regulations,
or
the Toxic
Substances
ordinances by
SELLER,
Control Act
(15 U.S.C.
its
officers,
Sec. 2601
et seq.) as
employees, agents,
amended.
suppliers,
or
subcontractors at
any
(d) SELLER shall
provide to
tier, BAE SYSTEMS may
BAE SYSTEMS
with
each
proceed as provided for
delivery
any Material
in (3) below.
Safety Data
Sheet
applicable to the Work
in
(3)Upon the occurrence
of
conformance with and
any
of the
containing
such
circumstances
information as required by
identified
in (2)
the Occupational
Safety
above, BAE SYSTEMS may
and Health Act of 1970 and
make a reduction of
regulations promulgated
corresponding
amounts
there under, or its
state
(in whole or in part)
approved counterpart.
in the price, or in the
costs and fee, of this
3.
ASSIGNMENT
Contract or any
other
Any assignment
of SELLER's
contract with
SELLER,
contract rights or
delegation
18
<PAGE>
of duties shall be void,
(c) Any claim for an equitable
unless prior written consent
adjustment by SELLER
must
is given by BAE SYSTEMS.
be submitted in writing to
However,
SELLER
may assign
BAE SYSTEMS within
thirty
rights to be
paid amounts due,
(30) days from the date of
or to become due, to a
notice of
the change,
financing
institution
if BAE
unless the Parties
agree
SYSTEMS is
promptly furnished
in writing
to a longer
a signed copy of such
period.
assignment
reasonably
in
advance
of the due
date for
(d) Failure to
agree to any
payment
of any such
amounts.
adjustment shall
be
Amounts
assigned
to
an
resolved in
accordance
assignee
shall be subject to
with the "Disputes" clause
setoffs or
recoupment for any
of this Contract. However,
present
or future claims of
nothing contained in
this
BAE SYSTEMS against SELLER.
"Changes" clause
shall
BAE SYSTEMS shall have the
excuse
SELLER from
right
to make settlements
proceeding without
delay
and/or
adjustments
in price
in the performance of this
without
notice
to
the
Contract as changed.
assignee.
5. COMMERCIAL
COMPUTER SOFTWARE
4. CHANGES
(a) As used in
this clause,
(a) The
BAE
SYSTEMS
"restricted
computer
Procurement Representative
software" means
computer
may at
any time, by
program,
computer
data
written
notice, and
base, or
documentation
without notice to sureties
thereof, that
has been
or assignees, make changes
developed
at
private
within the general
scope
expense and
either is a
of this Contract in any
trade secret,
is
one or
more
of the
commercial or
financial
following: (i)
drawings,
and
confidential or
designs or specifications;
privileged, or
is
(ii) method of shipping or
published and copyrighted,
packing; (iii)
place of
and so
marked
when
inspection, acceptance
or
delivered or
otherwise
point of delivery; and
furnished.
(iv) delivery schedule.
(b) Notwithstanding
any
(b) If any such
change causes
provisions to the contrary
an increase or decrease in
contained in any
SELLER's
the cost of,
or the time
standard
commercial
required for,
performance
license
or
lease
of any part of this
agreement, SELLER
agrees
Contract,
BAE SYSTEMS
that the
restricted
shall make
an equitable
computer
software
adjustment in the Contract
delivered
under
this
price and/or
delivery
Contract shall provide the
schedule, and
modify the
following rights
to BAE
Contract
accordingly.
SYSTEMS and
the U.S.
Changes to
the delivery
Government.
schedule will be
subject
to a price adjustment
(1)The restricted computer
only.
software may be:
19
<PAGE>
(i)Used or copied for
(vi) Used or copied for
use in or with the
use in
or
computer
or
transferred to
a
computers for which
replacement
it was acquired,
computer.
including use
at
any Government
(c) Release from
liability.
installation to
The SELLER agrees that the
which such computer
Government and BAE
or computers may be
SYSTEMS, and other persons
transferred;
to whom the Government
or
BAE SYSTEMS
may have
(ii)Used or copied for
released or
disclosed
use in or with a
commercial
computer
backup computer if
software
delivered or
any computer for
otherwise furnished
under
which it
was
this Contract, shall
have
acquired
is
no liability
for any
inoperative;
release or disclosure
of
such commercial
computer
(iii)Reproduced for
software that
are not
safekeeping
marked to indicate that
(archives) or
such software are licensed
backup purposes;
data subject
to use,
modification,
(iv)Modified, adapted,
reproduction, release,
or combined
with
performance, display,
or
other computer
disclosure restrictions.
software, provided
that the modified,
6. COMMUNICATION
WITH BAE SYSTEMS
combined, or
CUSTOMER
adapted portions
BAE SYSTEMS
shall be solely
of the derivative
responsible for
all liaison
software
and coordination with
the BAE
incorporating any
SYSTEMS customer,
including
of the delivered,
the U. S. Government, as it
restricted
affects the applicable
Prime
computer software
Contract, this
Contract, and
shall be subject
any related contract.
to
same
restrictions set
7. CONTRACT
DIRECTION
forth in
this
(a) Only the
BAE SYSTEMS
Contract;
Contract Administrator has
authority to
amend this
(v) Disclosed to
and
Contract. Such
amendments
reproduced for use
must be in writing.
by support service
contractors or
(b) BAE SYSTEMS
engineering
their
and technical
personnel
subcontractors,
may from time to time
subject to
the
render assistance or
give
same restrictions
technical advice
or
set forth in this
discuss or
effect
an
Contract; and
exchange of
information
20
<PAGE>
with SELLER's
personnel
terminated portion of this
concerning the Work
Contract. BAE SYSTEMS
and
hereunder. Such
actions
SELLER shall agree on
the
shall not be deemed to
be
amount of payment for
a change
under
the
these other deliverables.
"Changes" clause
of this
Contract and shall not
be
(c) SELLER shall continue all
the basis for equitable
Work not terminated.
adjustment.
(d) If after termination under
(c) Except
as
otherwise
paragraph (a), it is later
provided
herein,
all
determined that SELLER was
notices to be furnished by
not in
default,
such
the SELLER
shall be sent
termination shall be
to the
BAE
SYSTEMS
deemed a Termination
for
Contract Administrator.
Convenience.
8. DEFAULT
9.
DEFINITIONS
The following terms shall have
(a) BAE
SYSTEMS, by written
the meanings set forth below:
notice, may terminate this
Contract for default,
in
(a) "Buyer" means BAE
SYSTEMS
whole or in part, if
Advanced
Technologies,
SELLER fails
to comply
Inc. (BAE SYSTEMS ATI).
with any of the
terms of
this Contract,
fails to
(b) "Contract" means the
make progress
so as to
instrument of contracting,
endanger
performance of
such as "PO", "Purchase
this Contract, or fails to
Order", "Subcontract"
or
provide adequate assurance
other such
type
of future
performance.
designation, including all
Seller shall have ten (10)
referenced
documents,
days (or
such
longer
exhibits and
attachments.
period as BAE SYSTEMS
may
If these
terms
and
authorize in
writing) to
conditions
are
cure any such failure
incorporated into
a
after receipt
of notice
"master"
agreement that
from BAE SYSTEMS.
Default
provides for releases, (in
involving
delivery
the form of a Purchase
schedule delays shall
not
Order or
other
such
be subject
to the cure
document) the term
provision.
"Contract" shall also mean
the Release document
for
(b) BAE
SYSTEMS shall not be
the Work to be performed.
liable for any
Work not
accepted;
however, BAE
(c) "Customer" means any
SYSTEMS may require SELLER
customer of
BAE SYSTEMS
to deliver to BAE
SYSTEMS
ATI, any subsequent owner,
any supplies
and
operator or
user of the
materials,
manufacturing
Goods and
any other
materials,
and
individual,
partnership,
manufacturing drawings
corporation or
person or
that
SELLER has
entity
which has
or
specifically produced
or
acquires any
interest in
acquired for
the
the Goods from, through or
21
<PAGE>
under BAE SYSTEMS ATI.
a part of this Contract
shall mean
this
(d) "FAR"
means the Federal
"Contract."
Acquisition Regulation,
issued as Chapter 1 of
(n) "Subcontractor"
means the
Title 48, Code of
Federal
Party identified
on the
Regulations.
face of the Contract
with
whom BAE
SYSTEMS
is
(e) "BAE
SYSTEMS" means BAE
contracting.
SYSTEMS
CORPORATION,
acting through
its
(o) "Work" means all
required
companies
or business
articles,
materials,
sites as identified on the
supplies,
goods,
and
face of this Contract.
If
services constituting
the
a subsidiary or
affiliate
subject matter
of this
of BAE SYSTEMS CORPORATION
Contract.
is identified on the
face
of the Contract then
"BAE
(p) "Owner" means
the means
SYSTEMS" means
that
BAE
SYSTEMS
Advanced
subsidiary or affiliate.
Technologies,
Inc. (BAE
SYSTEMS ATI).
(f) "BAE
SYSTEMS Procurement
Representative" means
the
person authorized
by BAE
10. DISPUTES
SYSTEMS'
cognizant
All disputes
under
this
procurement
organization
Contract
which are
not
to
administer
and/or
disposed
of by
mutual
execute this Contract.
agreement may be
decided by
recourse to an
action at law
(g) "Goods"
means all goods,
or in equity. Until final
services, data
software
resolution of
any dispute
and other items
furnished
hereunder, SELLER
shall
or to be furnished to
BAE
diligently proceed
with the
SYSTEMS ATI
under this
performance of this
Contract
Subcontract.
as directed by BAE SYSTEMS.
(h) "Government"
means
the
11. EXPORT CONTROL
government of the
United
(a) SELLER agrees
to comply
States.
with all
applicable
U.S.
export control
laws and
(i) "Prime
Contract" means the
regulations.
Without
Government Contract
under
limiting the
foregoing,
which this Subcontract
is
SELLER agrees that it will
issued.
not transfer
any export
controlled item,
data or
(k) "PO" or
"Purchase Order"
services,
to
include
as used in any document
transfer to foreign
constituting a
part of
persons employed
by or
this Contract
shall mean
associated with, or
under
this "Contract."
contract to
SELLER
or
SELLER's
lower-tier
(l) "Seller"
means the Party
suppliers,
without the
identified on the face
of
authority of
an Export
the Contract with whom BAE
License or
applicable
SYSTEMS is contracting.
license exception.
(m)
"Subcontract" as
used in
(b) SELLER agrees
to notify
any document
constituting
BAE
SYSTEMS if
any
22
<PAGE>
deliverable
under this
and/or upon completion
of
Contract is restricted
by
this Contract
the SELLER
export control
laws or
shall submit,
in
an
regulations.
acceptable form, inventory
lists of Furnished
(c) SELLER
shall immediately
Property and shall deliver
notify the
BAE SYSTEMS
or make
such
other
Procurement Representative
disposal
as may
be
if SELLER is listed in any
directed by BAE SYSTEMS.
Denied Parties List or
if
SELLER's export privileges
(e) The Government
Property
are otherwise
denied,
clause contained
in
suspended or
revoked in
Section II shall apply
in
whole or in part by any U.
lieu of paragraphs (a)
S. Government
entity or
through (d)
above with
agency.
respect to
Government
Furnished
Property, or
12. EXTRAS
property to
which the
Work shall not
be supplied in
Government takes
title
excess of
quantities specified
under this Contract.
in the Contract.
SELLER shall
be liable for
handling charges
14.
GRATUITIES/KICKBACKS
and return
shipment costs for
(a) No gratuities (in the form
any excess quantities.
of entertainment, gifts or
otherwise) or
kickbacks
13. FURNISHED PROPERTY
shall be offered or
given
(a) BAE SYSTEMS
may provide to
by SELLER, to any employee
SELLER property
owned by
of BAE SYSTEMS with a view
either BAE SYSTEMS or
its
toward securing
favorable
customer
(Furnished
treatment as a supplier.
Property).
Furnished
Property shall
be used
(b) By accepting
this
only for the
performance
Contract, SELLER certifies
of this Contract.
and represents that it has
not made or solicited
and
(b) Title
to
Furnished
will not make or
solicit
Property shall
remain in
kickbacks in violation
of
BAE
SYSTEMS or
its
FAR
52.203-7 or
the
customer. SELLER
shall
Anti-Kickback Act of
1986
clearly mark
(if not so
(41 USC 51-58), both of
marked) all
Furnished
which are
incorporated
Property to
show
its
herein by this specific
ownership.
reference,
except that
paragraph (c)(1)
of FAR
(c) Except for
reasonable wear
52.203-7 shall not apply.
and tear, SELLER shall
be
responsible for, and shall
15. INDEPENDENT
CONTRACTOR
promptly notify
BAE
RELATIONSHIP
SYSTEMS of,
any loss or
(a) SELLER is an
independent
damage. Without additional
contractor in
all its
charge,
SELLER
shall
operations and
activities
manage,
maintain, and
hereunder. The
employees
preserve
Furnished
used by SELLER to
perform
Property in
accordance
Work under this
Contract
with good
commercial
shall be
SELLER's
practice.
employees exclusively
without
any
relation
(d) At BAE
SYSTEMS' request,
whatsoever to BAE SYSTEMS.
23
<PAGE>
(b) SELLER
shall
be
without additional charge.
responsible for any
costs
or expenses
including
(b) No such inspection
shall
attorneys'
fees, all
relieve SELLER
of its
expenses of
litigation
obligations to furnish all
and/or
settlement, and
Work in accordance with
court costs, arising
from
the requirements
of this
any act or omission of
Contract. BAE
SYSTEMS'
SELLER,
its officers,
final
inspection
and
employees,
agents,
acceptance shall
be at
suppliers,
or
destination.
subcontractors at any
tier, in the
performance
(c) If SELLER
delivers
of any of its
obligations
non-conforming Work,
BAE
under this Contract.
SYSTEMS may;
(i) accept
all or part of such
Work
16. INFORMATION OF BAE SYSTEMS
at an equitable price
Information
provided by BAE
reduction; (ii)
reject
SYSTEMS to
SELLER remains the
such Work; or (iii)
make,
property
of BAE SYSTEMS.
or have a third party make
SELLER
agrees to comply
with
all
repairs,
the terms of any Proprietary
modifications,
or
Information
Agreement with BAE
replacements necessary
to
SYSTEMS and to
comply with all
enable such Work to comply
Proprietary
Information
in all
respects
with
markings
and
Restrictive
Contract requirements
and
Legends applied
by BAE SYSTEMS
charge the cost
incurred
to anything
provided hereunder
to SELLER.
to SELLER.
SELLER agrees not
to use any BAE SYSTEMS
(d) SELLER shall not re-tender
provided
information
for any
rejected
Work without
purpose except
to perform this
disclosing the
corrective
Contract
and agrees not to
action taken.
disclose such
information
to
third
parties
without
the
19. INSURANCE/ENTRY ON
BAE SYSTEMS
prior
written consent of BAE
PROPERTY
SYSTEMS.
In the event that SELLER, its
employees, agents,
or
17. INFORMATION OF SELLER
subcontractors enter the
SELLER
shall not provide any
site(s) of BAE SYSTEMS
or its
Proprietary
Information to BAE
customers for any
reason in
SYSTEMS
without
prior
connection with this Contract,
execution
by BAE SYSTEMS of a
then
SELLER and its
Proprietary
Information
subcontractors shall
procure
Agreement.
and
maintain
worker's
compensation, comprehensive
18. INSPECTION AND ACCEPTANCE
general
liability,
bodily
(a) BAE SYSTEMS and its
injury and
property damage
customer may
inspect all
insurance
in
reasonable
Work
