PO Terms and Conditions Commercial.doc

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Revision Date 1/5/10

Purchase Order Terms and Conditions

I.

CSC General Provisions

1.

Definitions:

The following definitions will apply to all purchase orders.

Contractor or Buyer CSC Applied Technologies LLC

Purchasing Agent

The only individual authorized to commit CSC – (the Buyer)

Subcontractor, Supplier The legal entity to whom this Purchase Order (P.O.) is issued.

Seller, or Vendor

Clauses marked “/ /” are applicable only if marked “/X/”.

2.

Applicable Law. This Purchase Order shall be governed by and construed in accordance with the laws of the state of Delaware, Texas or Oklahoma as noted on the Buyer’s Order indicated on the face of the Order.

3.

Compliance with Laws. Seller shall comply with all applicable federal, state, and local laws, rules, regulations and orders in effect on the date of this order, including, but not limited to the following, as amended: (a) the Fair Labor Standards Act of 1938; (b) the Federal Occupational Safety and Health Act of 1970 (OSHA); (c) the Toxic Substances Control Act of 1976; (d) the Walsh-Healy Public Contracts Act; and (e) any other federal law concerning labor relations, nondiscrimination in employment, minimum wages, overtime compensation, and hours of employment. Seller agrees to indemnify and hold Buyer harmless against any loss or liability due to Seller’s violation or noncompliance with such regulations. Upon Buyer’s request, Seller shall furnish evidence demonstrating such compliance.

4.

Interpretation of Purchase Order. This Purchase Order and any documents incorporated by reference or attached constitute the parties’ complete agreement. No prior representations or agreements, either written or oral, shall be considered to change, add to, or contradict this Purchase Order. Any ambiguity, conflict, or inconsistency in the Purchase Order shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the parties’ intentions at the time of contracting.

5.

Acceptance of Purchase Order. This Purchase Order supersedes all written or verbal representations and agreements between the parties with respect to the subject matter hereof and becomes a binding agreement, subject to the specific terms and conditions stated herein, upon Seller’s acceptance by acknowledgment or commencement of work. This Purchase Order contains the entire agreement of the parties and expressly limits acceptance to the terms and conditions stated. Any terms and conditions proposed by Seller inconsistent with or in addition to the terms and conditions hereof are objected to and void unless agreed to in writing by the Buyer.

6.

Assignment/Subcontracting. Seller shall not assign this Purchase Order, or any rights, interest, or payments, or the performance of any of its duties under this order without the prior written consent of Buyer. Except for standard commercial items, raw materials, or other supplies identified in Seller’s proposal as procured from others, Seller shall not subcontract the complete or any substantial portion of the work without the prior written consent of Buyer. Any attempted or purported assignment/subcontracting by Seller without Buyer’s prior written consent shall be void and not binding upon Buyer.

7.

Setoff. Buyer shall have the right at all times to setoff any amount due or payable to Seller hereunder against any claim or charge Buyer may have against Seller.

8.

Taxes. The price of the supplies/services procured hereunder includes all applicable federal, state and local taxes and duties unless otherwise stated in the Purchase Order.

9.

Seller Contacts with Buyer's Customer and other Vendors. If Seller is a subcontractor to Buyer under a Buyer prime contract, Buyer shall be responsible for all liaison and communications with Buyer’s customer and Buyer’s other vendors for the term of this Purchase Order. Seller shall not communicate with Buyer’s customer or Buyer’s other vendors regarding this Purchase Order unless authorized to do so by Buyer. This clause does not affect the rights of any government entity to initiate communication with the Seller regarding this Purchase Order, and the Seller shall not be considered in breach of this clause under such circumstances. The Seller shall report such communications to the Buyer as soon as practicable.

10.

Information Disclosed to Buyer. Any information or knowledge Seller discloses to Buyer regarding this order shall not be deemed confidential or proprietary unless expressly agreed upon by the parties in writing. Any such unpatented information or knowledge shall be acquired by Buyer free of any restrictions.

11.

Payment Terms. Unless otherwise specified in this Purchase Order, terms of payment are “Net 30 days.” If a discount for prompt payment of Seller’s invoice is allowed, payment shall be made within the allowable period to qualify for such discount. The time allowable for payment shall begin after both: (a) Buyer’s receipt of Seller’s invoice, and (b) delivery of acceptable supplies or performance of satisfactory services.

12.

Invoices. An itemized invoice shall be submitted in triplicate to the address shown on the face of the order to the attention of the Accounts Payable Department. In order to support rapid processing of invoice for payment, the invoice should contain the Purchase Order number, Packing List number, description of supplies/services furnished, quantity, unit prices, and total price. Payment of invoices may be delayed pending correction of any errors or omissions.

13.

Work on Buyer's or Buyer’s Customer's Premises. If this order requires Seller to perform work on Buyer’s or Buyer’s customer’s premises, Seller shall take all necessary precautions to prevent any injury to persons or damage to property during the progress of such work. Additionally, except to the extent that any injury to persons or damage to property is due solely and directly to Buyer’s or its customer’s fault or negligence, Seller agrees to indemnify Buyer and its customer against all loss or liability resulting from any act or omission of Seller, its employees, agents, or subcontractors.

14.

Patent, Copyright, and Trademark Indemnity. Seller agrees to indemnity, defend, and hold harmless Buyer, its customer, and those for whom Buyer may act as agent, from any costs, expenses, damages, or liability that Buyer may incur as a result of any proceedings charging infringement of any patent, copyright, or trademark by reason or sale or use of any supplies/services/data furnished by Seller. Seller shall have no liability, regarding alleged patent infringement for supplies furnished to Buyer in accordance with Buyer’s design specifications.

15.

Warranty of Supplies/Services. Seller warrants that all supplies/services furnished under this Purchase Order shall conform to the Buyer’s drawings, specifications, or other description and will be of good material and workmanship and free of defects. Seller further warrants that the supplies/services will meet Seller’s published specifications and standards, will be new (not used or reconditioned), merchantable and suitable for the purpose intended. These warranties shall survive inspection, acceptance, and payment. Supplies/services that do not conform to the above warranties may, at any time within twenty-four (24) months after delivery to Buyer, may be rejected and returned to Seller, at Seller’s expense, for correction or replacement. If Seller does not promptly correct or replace same, Buyer may correct or replace the nonconforming supplies/services at Seller’s expense. The forgoing warranties are in addition to all other warranties expressed or implied by law including incidental or consequential damages.

16.

Price Warranty. Seller warrants that the price(s) charged for the supplies/services specified in this order are equal to or better than the selling price(s) Seller charges its most favored customer for the same or substantially similar items, whether sold to the Government or to any other purchaser, taking into account the quantity purchased and terms and conditions of sale. Seller further agrees that in the event of an announced priced reduction prior to complete shipment of supplies or performance of services, said price reduction shall be passed on to Buyer for supplies remaining to be shipped or services still to be performed.

17.

Changes. Buyer’s Purchasing Agent may, at any time, in writing, make changes to this order. If any such change causes an increase or decrease in the cost or time required for performance of the work, the price (or cost and fee) and/or delivery schedule shall be equitably adjusted and the Purchase Order so modified. Seller must notify the Buyer’s Purchasing Agent of Seller’s intent to request equitable adjustment within ten (10) days of Seller’s knowledge of the change. The Seller shall submit any request for adjustment to Buyer within twenty (20) days following receipt of Buyer’s written Change Order. Failure of the parties to agree to an adjustment shall be considered a dispute under the Disputes clause hereof; however, pending resolution of any dispute, Seller shall immediately proceed with the work as changed.

18. Disputes. Any Dispute arising between the parties and involving this contract shall be submitted to ascending levels of management within the respective companies for resolution. If such procedure does not solve the dispute then either party may litigate such dispute in a court of competent jurisdiction in the State of Oklahoma. Pending resolution of any dispute by settlement of final judgement, the parties shall proceed diligently with performance. Contractor's performance shall be in accordance with this order/contract.

19. Stop-Work Order. Buyer may, at any time, by written notice to Seller, stop all or any part of the work hereunder for up to ninety (90) days. Upon receiving a stop-work order, Seller shall immediately comply with its terms and take all reasonable steps to avoid incurring any additional costs allocable to such work. If the stop work order results in an increase in price or schedule, the Seller must submit a claim for equitable adjustment within thirty (30) days after the resumption of work.

20.

Termination for Convenience. Buyer reserves the right, at any time, in its own best interest, and without liability, to terminate this order in whole or in part, by written notice of termination for convenience to Seller. Seller shall submit a claim for equitable adjustment within thirty (30) days of receipt of the termination notice. If the termination involves only services, Buyer shall be obligated to pay only for services performed before the termination date, plus reasonable administrative costs to prepare the claim. Seller shall provide Buyer any supporting information necessary to document the reasonableness of Seller’s claim.

21.

Termination for Cause. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this order in whole or in part by written notice of default if Seller; (a) fails to deliver the supplies or perform the services within the time specified; (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or (c) fails to comply with any of the other instructions, terms, or conditions of the subcontract. Buyer’s right to terminate for default may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer’s notice of such failure. If Buyer terminates this order in whole or in part, Buyer may purchase similar supplies or services from others and Seller shall be liable for any additional costs above the original price for the terminated supplies/services. In the event of a partial termination, Seller shall continue the work not terminated. Seller shall not be liable for any additional costs if failure to perform arises from causes beyond Seller’s or Seller’s subcontractor’s control and without fault or negligence of either of them provided, however, that the supplies/services to be furnished by Seller’s subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the order delivery requirements. Buyer shall pay Seller the order price for any completed supplies/services delivered and accepted. Buyer and Seller shall agree on the amount of payment for manufacturing materials (parts, tools, dies, jugs, planes, drawings, etc.) delivered and accepted by the Buyer. Buyer may withhold from any payments due Seller, any sum necessary in order to protect Buyer against any liability or expenses due to the termination for default. Seller shall provide any supporting information necessary to document the reasonableness of Seller’s termination for default claim.

22.

Packaging and Packing. Seller shall be responsible for properly packing and packaging the supplies in suitable containers for protection during shipment in accordance with transportation regulations and good commercial practice. No additional charge will be allowed for packing and packaging unless specifically agreed to in writing. Seller shall label each package with the corresponding Purchase Order number. Seller shall prepare an itemized packing list bearing the Purchase Order number, description of items, part number, and quantity shipped for each package. One copy of the packing list shall be placed in the shipping container, one copy shall be forwarded to Buyer, and one copy shall accompany Seller’s invoice.

23.

Buyer's Property and Information. Buyer’s property, such as drawings, specifications, data and the like, furnished to Seller for performance of the work shall remain the property of Buyer, shall be considered private and confidential Buyer information, and shall not be used by Seller for its own purposes or given to a third party without the express written consent of the Buyer. Any designs, drawings, dies, molds, tooling, technical data/information, materials, equipment, etc., that Seller makes or buys from others for producing the supplies/services and charges to Buyer’s account, shall become Buyer’s property immediately upon manufacture or procurement. When practical, all such Buyer property shall be marked as belonging to Buyer, shall be held by Seller on consignment at Seller’s risk, and shall be used exclusively to perform the work requirements of this Purchase Order. Upon order completion, all Buyer-furnished property shall be returned to the Buyer in the same condition as received, allowing for reasonable wear and tear, except to the extent that the property has been incorporated into supplies delivered or consumed in the performance of the work. With the prior authorization of the Buyer and Buyer’s Customer, the Seller may be permitted to use any Buyer-furnished, Government-owned property/information to furnish supplies or services for direct sale to the Government on a noninterference basis with this Purchase Order.

24.

Unauthorized Changes to Supplies/Services. Upon Buyer’s approval of Seller’s drawings, designs, specifications, etc., Seller shall make no changes affecting form, fit, or function of the supplies without Buyer’s prior written approval. Any approvals by Buyer shall not relieve Seller of responsibility for any errors or deficiencies that may exist, or for performing the work and furnishing the supplies/services in strict accordance with the Purchase Order requirements.

25.

Permits, Fees, and Licenses. Except as may be otherwise provided in this Order, Seller shall obtain and pay for all permits, fees, and licenses required for the work at no additional charge to Buyer.

26.

Failure to Comply. If Seller fails to comply with any of the Purchase Order requirements, Buyer may exercise its option to terminate the Order for default or invoke applicable warranties for nonconformance. In lieu of this, however, Buyer may waive the Seller deficiency. In return therefore, Seller agrees to negotiate an equitable reduction in the Purchase Order price in such instance.

27.

Cessation of Production. If Seller plans to permanently discontinue production of any of the supplies, parts, support services, etc., provided to Buyer hereunder at any time during the useful life of the equipment, Seller shall give Buyer at least six (6) months advance written notification of such discontinuance and, during this time, agrees to accept Buyer’s orders for such items.

28.

Performance/Payment Bonds. The proper and timely submission of any performance and payment bonds required hereunder is a material condition for award/performance of this Order. Seller is not authorized to proceed with the work unless all required bonds have been obtained and are acceptable to Buyer.

29.

Order of Precedence. The following descending order of precedence shall apply in the event of an ambiguity, discrepancy, or conflict in the documents comprising this Purchase Order: (a) the Purchase Order including the terms and conditions, (b) the Statement of Work, (c) the technical specification, (d) the drawing(s), and (e) any other documents referenced or appended to the Purchase Order. However, in the event of an ambiguity, discrepancy, or conflict in any of the technical requirements of drawings, Seller shall immediately consult Buyer for a resolution.

30.

Inspection and Test. Buyer and its customer may inspect and/or test materials, work in progress, and completed supplies at all reasonable times and places during performance of the work and prior to shipment. Rejected supplies shall be corrected or replaced at the Buyer’s discretion. Rejected services shall be re-performed in an acceptable manner. If inspection and tests are made on Seller’s premises, Seller shall, without additional charge, provide reasonable facilities and assistance for the safety and convenience of the inspectors performing these duties. Inspections and tests shall be performed in such a manner as not to unduly delay work in progress. Unless otherwise agreed in writing, all supplies furnished under this Purchase Order are subject to Buyer’s inspection and acceptance or rejection at destination, notwithstanding any previous Buyer or its customer’s source inspection or test. Inspection/test at source or at destination shall not relieve Seller of its responsibility to furnish the supplies/services in strict conformance with the Purchase Order requirements. Seller shall maintain an inspection and quality control system acceptable to Buyer and its customer. Upon Buyer’s request Seller shall furnish Buyer the records of inspection/test for supplies and services furnished hereunder at any time during the warranty period or as may be required by Federal Aviation Regulations.

31.

Certification of Independent Price Determination. Seller certifies that the price(s) proposed have been arrived at independently, without consultation, communication, or agreement with any others for the purpose of restricting competition, and that Seller has not and will not knowingly disclose the price(s), directly or indirectly, to any other bidder.

32.

Transportation Charges. Unless otherwise provided in this Purchase Order, transportation charges shall be prepaid and separately invoiced to Buyer. No premium transportation costs will be allowed unless authorized by Buyer. Risk of loss, regardless of cause, is Seller’s responsibility until the supplies/services/data are delivered. If Seller is delinquent in delivery, Buyer may require shipment by the fastest means available, and any premium transportation charges therefore shall be Seller’s responsibility.

33.

Delivery. Seller agrees that time is of the essence in the performance of this Purchase Order. Deliveries shall be strictly in accordance with the Order delivery schedule. Buyer reserves the right to refuse or return, at Seller’s expense, any excess shipment or deliveries made in advance of the Order schedule. Invoices for early deliveries, when accepted, may be deferred until the scheduled delivery date. Seller agrees to advise Buyer, as soon as possible, of any delays in meeting the Order delivery schedule and the reasons therefore. If a delay is due to causes beyond Seller’s and, when applicable, its subcontractor’s control, and without fault or negligence of either of them, Buyer may, as its sole discretion, either adjust the delivery schedule or terminate the Order for convenience. If the delay is due to Seller’s or its subcontractor’s failure, and the failure is not cured within ten (10) days after Seller’s receipt of Buyer’s notice thereof, Buyer may, at its sole discretion, either accept a revised delivery schedule and an equitable reduction in the Order price or terminate the Order for default. Acceptance of late deliveries shall not constitute a waiver thereof by Buyer.

34.

Public Release of Information. No public release of information, news release, announcement, advertisement, denial or confirmation of this Order or the subject matter hereof, shall be made without Buyer’s prior written approval.

35.

Waiver of Rights. Failure of either party to insist on performance of any provision of this Order shall not be construed as a waiver of that provision or a waiver of Buyer’s or Seller’s right to require compliance with such provision in any later instance. If any provision of this Order is found to be illegal or unenforceable under law, that provision shall be deleted; however, all other provisions of this Order shall not be affected thereby, and shall remain in full force and effect.

36.

Insolvency. Is Seller ceases to conduct normal business operations (including inability to meet its obligations), or if any proceedings under bankruptcy or insolvency laws are brought by or against Seller, or a receiver for Seller is appointed or applied for, or Seller makes an assignment for the benefit of creditors, Buyer may terminate this Order, without liability, except for deliveries previously made and for supplies completed and subsequently delivered in accordance with the terms of the Order. In the event of Seller’s insolvency, Buyer shall have the right to procure the balance of this Order from others without liability.

37.

Insurance. Seller shall maintain insurance in at least the following amounts: (a) Comprehensive General Liability: $250,000 minimum per person and $500,000 minimum per accident for bodily injury, and $100,000 property damage; (b) Automobile Insurance: $250,000 per person and $500,000 per accident for bodily injury and $100,000 per accident for property damage; (c) Standard Workmen’s Compensation and Employer’s Liability Insurance: in the minimum amount of $100,000, or such greater amount as may be proper under applicable state or federal statues. If any of the work is to be performed on Buyer or Buyer’s customer’s premises, Seller shall, at its own expense, furnish Buyer certificates of such insurance prior to commencement of work covering the entire period of performance of this subcontract. The certificate shall show both CSC and the U.S. Air Force as named insured. Upon Seller’s failure thereof, Buyer may obtain, at Seller’s expense, the insurance coverage required for such compliance. Seller also agrees to provide insurance for all Buyer’s property in Seller’s possession against loss or damage resulting from fire or theft, including extended coverage, malicious mischief and vandalism. Buyer shall be given at least thirty (30) days advance written notice of material changes or cancellation of any such insurance.

38.

Notice of Labor Disputes. When an actual or potential labor dispute or other condition delays or threatens to delay the timely performance of this Order, Seller shall immediately notify Buyer in writing. Such notice shall include all relevant information regarding such dispute or other condition. Seller shall insert the essence of this provision in all subcontracts issued hereunder.

39.

Title and Risk of Loss. Unless otherwise provided in this Purchase Order, the F.O.B. point shall be the delivery destination indicated in this Order, and title to the supplies and risk of loss or damage shall pass to Buyer upon Buyer’s acceptance of the supplies regardless of where Buyer takes physical possession. If the F.O.B. point is designated as the Seller’s location, then title and risk of loss or damage to the supplies shall pass to Buyer upon Seller’s delivery of the supplies to the carrier.

40.

Quantity. It is Seller’s responsibility to furnish the quantity of supplies/services called for in this Order. No variation in the quantity specified herein will be accepted as compliance with this Order. Buyer reserves the right to return excess shipments at Seller’s expense.

41.

Gratuities. Seller warrants that is has not offered or given, and will not offer or give to any employee, agent, or representative of Buyer, a payment, gratuity, or kickback for obtaining or rewarding favorable treatment by Buyer with respect to the terms, conditions, price, performance, or award of an Order. A breach of this warranty shall be considered a material breach of the Order and may result in Buyer’s termination of the Order and/or notification to Buyer’s customer of such breach.

42.

No Extra Charges. The total price payable to Seller shall be stated in this Purchase Order. The price shall not be increased to cover any future seller price increases and shall be inclusive of packing, packaging, and cartage, premium transportation charges, reusable containers, service or carrying charges, permits, fees, and licenses, or any other charges whatsoever unless specifically agreed to in writing by Buyer.

43.

Limitation of Liability. The Buyer’s liability to Seller hereunder shall not, under any circumstances, be greater than the total dollar amount of the Order indicated herein. This clause shall have precedence over all other Purchase Order Terms and Conditions.

44.

Cost Accounting Standards Price Redetermination Indemnification. Seller hereby indemnifies and agrees to hold the Buyer harmless from any loss, damage, expense or liability, including any prime contract price or cost changes, and any cost disallowances or nonrecognition of costs asserted against or suffered by the Buyer as a result of any failure, in whole or in part, of the Seller or any of its subcontractors at any tier to comply fully with the requirements of the Cost Accounting Standards, and Price Reduction for Defective Cost or Pricing Data, if required.

45.

Entire Agreement. This Purchase Order constitutes the entire agreement between Buyer and Seller regarding this procurement and supersedes all previous written or oral agreements and commitments. No terms or conditions of sale set forth in Seller’s quotation or acknowledgment shall be included as a part hereof, nor shall any prior course of dealing, custom, or usage in the trade supersede or modify any Purchase Order provisions. Any subsequent additions, deletions or modifications to this agreement shall not be binding upon the parties unless same are mutually agreed upon and incorporated herein in writing.

46.

Immigration Reform and Control Act of 1986. The contractor agrees to comply with the provisions of the Immigration Reform and Control Act of 1986, U.S.C. 1324, all of which is made a part of this order/contract by reference. The contractor shall be responsible for ensuring that all employees engaged in work on Vance AFB are either U.S. citizens or intending citizens who have been determined to be currently authorized to work in the United States. In the event an employee subsequently becomes ineligible, the contractor shall immediately withdraw such employee from further work under this order/contract. CSC reserves the right to check the eligibility of any employee at any time. The contractor shall present whatever documents may be necessary to satisfy the Contracting Office to the eligibility of any employee.

II.

FEDERAL ACQUISITION REGULATION

FAR 52.252-2

Clauses Incorporated by Reference

(Feb 1998)

If this Order indicates that it is placed under a Government prime contract or a federally funded subcontract, then in addition to the General Provisions stated in Part I hereof, the following clauses set forth in the Federal Acquisition Regulation (FAR), in effect on the date of the prime contract, are incorporated herein by reference with the same force and effect as if given in full text. In the event of a conflict between the General Provisions set forth in Part I and the FAR clauses of this Part II, the FAR clauses shall prevail. Seller hereby agrees to flow down the applicable FAR clauses to its lower-tier contractors. Upon request, the Contracting Office will make their full text available. (IAW FAR 52.107(b). In the following clauses, the term Government or United States of America means CSC, the term contracting officer means Business Manager.

Clauses marked “/ /” are applicable only if marked “/X/”.

52.222-21 -- Prohibition of Segregated Facilities

(Feb 1999)

52.222-22 -- Previous Contracts and Compliance Reports

(Feb 1999)

52.222-26 -- Equal Opportunity

(Mar 2007)

52.222-35 -- Equal Opportunity for Special Disabled Veterans, Veterans of the (Dec 2001)

Vietnam Era, and Other Eligible Veterans

52.222-36 -- Affirmative Action for Workers With Disabilities

(Jun 1998)

52.222-37 -- Employment Reports on Special Disabled Veterans, Veterans of the (Sep 2006)

Vietnam Era, and Other Eligible Veterans

52.222-41 -- Service Contract Act of 1965, as Amended

(Nov 2007)

52.223-3* -- Hazardous Material Identification and Material Safety Data

(Jan 1997)

252.223-7001*-- Hazard Warning Labels

(Dec 1991)

52.225-3 -- Buy American Act-Free Trade Agreement-Israeli Trade Act

(Jun 2009)

52.225-11* -- Restrictions on Certain Foreign Purchases

(Aug 1998)

252.225-7001*-- Buy American Act and Balance of Payments

(Mar 1998)

252.225-7002*-- Qualifying Country Sources as Subcontractors

(Dec 1991)

252.225-7016*-- Restriction on Acquisition of Ball and Roller Bearings

(Aug 1998)

52.244-6 -- Subcontracts for Commercial Items

(Dec 2009)

As prescribed in 44.403, insert the following clause:

Subcontracts for Commercial Items (Dec 2009)

(a) Definitions. As used in this clause--

“Commercial item” has the meaning contained Federal Acquisition Regulation 2.101, Definitions.

“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)

(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000 and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006) (38 U.S.C. 4212(a));

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

(vii) [Reserved]

(viii) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

(ix) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

(End of Clause)

PAGE

Prime Contract

Commercial Items Only

*Flow Down Clause