EXHIBIT 99.01
ADMINISTRATIVE AGREEMENT
This Agreement dated the 1st day of April 2005, is made between Del Global
Technologies Corp. (Del Global), RFI Corporation (RFI), and the Defense
Logistics Agency (DLA). As used herein, RFI means RFI Corporation and all of its
operating sectors, groups, divisions, units, and wholly-owned subsidiaries,
including those acquired or established during the term of this Agreement.
PREAMBLE
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1. RFI is a corporation that has been engaged in designing and manufacturing
electrical components for over 30 years. RFI manufactures, markets, and sells
high voltage precision components, subassemblies, and electronic noise
suppression components for a variety of applications. RFI produces electrical
noise suppression filters, high voltage capacitors, pulse transformers, pulse
forming networks, and specialty magnetics. Applications include aviation
electronics, mobile and land-based telecommunication systems, and missile
guidance systems. RFI's principal place of business is in Bayshore, New York.
2. RFI's parent, Del Global, is divided into two technology groups, the Del
Medical Systems Group and the Del Power Conversion Group, which consists solely
of RFI. Through the Medical Systems Group, Del Global supplies general purpose
radiographic systems to independent distributors in North America. Del Global's
principal place of business is in Valhalla, New York.
3. In February 2004, the United States, Del Global, and RFI reached a global
settlement with regard to certain allegations of improper testing procedures in
the performance of government contracts. Pursuant to the global settlement, Del
Global and RFI agreed to pay the United States $5,000,000 on or before September
30, 2004 and no later than RFI's guilty plea in the criminal case. The
settlement is in payment of all civil or administrative monetary claims that the
United States has or may have under the Civil False Claims Act, 31 U.S.C. xx.xx.
3729-3733; the Contract Disputes Act, 41 U.S.C. xx.xx. 601-613; the Truth in
Negotiations Act, 10 U.S.C. ss. 2306a; the Program Fraud Civil Remedies Act, 31
U.S.C. xx.xx. 3801-3812; or the common law theories of payment by mistake,
unjust enrichment, breach of contract, and fraud for the covered conduct.
4. On September 30, 2004, in accordance with the terms of the civil Settlement
Agreement entered into by Del Global, RFI, and the United States (a copy of
which is attached as Exhibit 1), Del Global and RFI paid $5,000,000 to cover
criminal fines, restitution, civil liability, and administrative liability in
connection with the matters that are the subject of the Plea Agreement and
Settlement Agreement. Pursuant to the Settlement Agreement, the United States
released Del Global and RFI from any civil or administrative monetary claim that
the United States has or may have under the enumerated laws or common law
theories.
5. On October 7, 2004, in accordance with the Plea Agreement signed on September
30, 2004, RFI pled guilty to a criminal information and was convicted of a
single count conspiracy charge relating to failure to perform, or properly
perform, certain tests on equipment sold to the Department of Defense (DoD) and
falsely certifying that these tests had been properly performed. Copies of the
Plea Agreement and the Criminal Information are attached to this Agreement as
Exhibits 2 and 3 respectively. On March 15, 2005, the judge sentenced RFI to A
$300,000 fine in addition to the $5,000,000 already paid by RFI.
6. RFI and Del Global recognize that the conviction pursuant to the Plea
Agreement and the civil Settlement Agreement may raise questions regarding RFI's
present responsibility and that, as a result, DLA has the right to consider
suspending RFI or proposing RFI for debarment from Government contracting and
Government-approved subcontracting pursuant to the procedures contained in the
Federal Acquisition Regulation (FAR) Subpart 9.4 and the Department of Defense
FAR Supplement (DFARS) Subpart 209.4.
7. By a written submission dated August 10, 2004 (a copy of which, without
attachments, is enclosed as Exhibit 4) and by presentation on September 14, 2004
(a copy of which is attached as Exhibit 5), RFI and Del Global presented to DLA
information in mitigation of possible suspension or debarment. The submission
and presentation discussed the management and personnel changes since discovery
of the misconduct; the Code of Business Conduct and Ethics; the Business Ethics
and Conflicts of Interest Policy; the Zero Tolerance Policy; the Alertline,
policy on reporting business abuses, and complaint process; the Corporate
Policies and Procedures Manual; the role of the Compliance Officer; ethics
training; quality control and testing procedures and policies; and internal and
external audits. RFI also has acknowledged the improper conduct of its employees
and has taken responsibility for the circumstances of the misconduct.
8. RFI has expressed an interest in demonstrating to DLA that, notwithstanding
the misconduct that resulted in the Plea Agreement and civil Settlement
Agreement, RFI can be trusted to deal fairly and honestly with the Government
and that suspending or debarring RFI from future Government procurement and
non-procurement programs is not a necessary protection in this case.
9. RFI implemented and has agreed to keep in place and to incorporate into this
Agreement the measures discussed in its August 10, 2004 written submission and
during the September 14, 2004 presentation, all of which were voluntarily
adopted prior to the date of this Agreement. RFI has adopted the compliance
policies and procedures of Del Global, and some of these policies and procedures
have been converted to RFI specific policies and procedures, such as the RFI
Code of Business Conduct and Ethics, the RFI Zero Tolerance Policy, the RFI
business abuse complaint process, and RFI ethics training. RFI also has assumed
the responsibilities for the management and oversight of the compliance program
that were previously the responsibility of Del Global. In addition, RFI has
taken other actions as specified herein to ensure against the recurrence of the
conditions giving rise to the Plea Agreement and civil Settlement Agreement
referred to above and to ensure that RFI possesses the high degree of business
honesty and integrity required of a Government contractor.
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10. Del Global has entered into a non-binding letter of intent for the sale of
RFI and anticipates that RFI will be sold in the near future. In the event that
all or substantially all of the issued and outstanding capital stock of RFI is
sold and RFI is no longer a wholly-owned subsidiary of Del Global, RFI agrees to
continue to adhere to these policies and procedures for the term of this
Agreement and to take the necessary actions to adopt them as its own, to the
extent that the policies and procedures have not been converted at the time of
any sale to RFI specific policies and procedures, and Del Global shall be
automatically removed from this Agreement and shall have no further obligations
hereunder. Alternatively, in the event that all or substantially all of the
assets of RFI are sold, the acquiror of all or substantially all of the assets
of RFI shall be bound by the terms and conditions of this Agreement and shall
adhere to these policies and procedures for the term of this Agreement, and Del
Global and RFI shall be automatically removed from this Agreement and shall have
no further obligations hereunder.
11. RFI represents that none of the individuals who were involved in the
misconduct are now employed by RFI and that none of the individuals who were
officers or directors of RFI at the time of the misconduct are presently
employed by RFI, with the exception of Xxxxxx Xxxxxxx, RFI's current General
Manager and former Vice President of Technology. Xx. Xxxxxxx was not involved in
the misconduct.
12. DLA has determined that under the authority of FAR 9.406, cause exists to
debar RFI based upon the charges in the Plea Agreement. DLA has further
determined, however, that the terms and conditions of this Agreement provide
adequate assurance that RFI's future dealings with the Government, if any, will
be conducted with the high degree of honesty and integrity required of a
Government contractor, that suspension or debarment is not necessary at this
time to protect the Government's interests, and that RFI will not be suspended
or debarred based upon the charges in the Plea Agreement as long as it complies
with the provisions of this Agreement. The parties, therefore, agree to the
following terms and conditions.
ARTICLES
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1. The period of this Agreement shall be three years from the date of execution
of this Agreement by DLA, except that, should RFI fail to maintain full
compliance with any material term or condition of this Agreement, such
three-year period shall be tolled until such time that RFI reestablishes full
compliance with the material terms and conditions of this Agreement. DLA shall
promptly notify RFI if a material term or condition of this Agreement is not
being met.
2. RFI and Del Global have entered into a civil Settlement Agreement, and RFI
has entered into a Plea Agreement with the United States. Copies of the
Settlement Agreement and the Plea Agreement are attached hereto as Exhibits 1
and 2, respectively, and the terms of the Plea Agreement and Settlement
Agreement are incorporated herein by reference. RFI agrees, as a term of this
Agreement, to comply with the terms of the Plea Agreement, and Del Global and
RFI agree to comply with the terms of the Settlement Agreement.
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3. RFI shall maintain complete records at its principal offices, including
original documents, of all purchases, sales, receipts, shipments, or testing of
any material or product in any way related to Government contracts or
subcontracts. These records shall be sufficient to provide complete evidence of
all testing related to items furnished directly or indirectly by RFI to the
Government under any Government procurement. These records shall be maintained
for not less than four years after final payment of any affected contract.
4. In addition to any other right DLA may have by statute, regulation, or
contract, DLA or its duly authorized representative may examine RFI's books,
records (including test data records), and other company documents and
supporting materials for the purpose of verifying and evaluating: (a) RFI's
compliance with the terms of this Agreement; (b) RFI's business conduct in its
dealings with all of its customers, including the Government; (c) RFI's
compliance with Federal procurement policies and accepted business practices;
and (d) RFI's compliance with the requirements of Government contracts or
subcontracts. The materials described above shall be made available by RFI at
all reasonable times for inspection, audit, or reproduction. Further, for
purposes of this provision, DLA or its authorized representative may interview
any RFI employee who consents to be interviewed at the employee's place of
business during normal business hours or at such other place and time as may be
mutually agreed upon between the employee and DLA. Employees may elect to be
interviewed with or without a representative of RFI present. As a reimbursement
of the cost of conducting these reviews and other administrative expenses, RFI
agrees to pay the Government $3,000 upon execution of this Agreement and $3,000
on the anniversaries of the execution of the Agreement in 2006 and 2007, for a
total amount not to exceed $9,000.
5. RFI has implemented and agrees to maintain an ethics and compliance program
involving all RFI employees and designed to ensure that all employees are aware
of applicable laws, regulations, and standards of business conduct that they are
expected to follow and the consequences to both the employee and the company
resulting from any violations. RFI employees have received initial ethics and
compliance training and will receive annual training. The ethics and compliance
program shall be maintained so as to ensure that RFI and each of its officers,
employees, and consultants maintains the business honesty and integrity required
of a Government contractor and that RFI's performance of each Government
contract is in strict compliance with all applicable laws, regulations, and the
terms of the contract. The ethics and compliance program includes the following
components:
a. The written Code of Business Conduct and Ethics. The Code as
implemented includes policies on Equal Employment Opportunity; Work Standards;
Confidentiality; Intellectual Property; Confidentiality Agreements; Ideas
Submitted by Outsiders; Inventions; Business Ethics and Conflicts of Interest;
Government Contracts - Ethics and Compliance; Reporting Business Abuses; Outside
Employment; Record-Keeping; and Compliance with Laws, Rules, and Regulations.
The policy on Government Contracts - Ethics and Compliance includes: (i) a
statement of RFI's commitment to comply with all applicable laws and regulations
in the conduct of its business; (ii) a notice that violations of company
policies and procedures or applicable laws and regulations will not be tolerated
and that consistent with Article 5c of this Agreement, any infraction of the
policy is subject to disciplinary action, up to and including termination; (iii)
a notice that all employees have an obligation to report actual or suspected
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violations of company policies and procedures or applicable laws and regulations
and that the company offers a Confidential Hotline that allows for anonymous
reporting; and (iv) a notice that employees also may contact DoD directly
through its Hotline, which notice includes the DoD Hotline number. The policy on
Reporting Business Abuses reiterates that employees may anonymously report
suspected violations of company policies and procedures or applicable laws and
regulations through the company offered Confidential Hotline. The Code has been
distributed to all employees and is available in the Employee Communication
Center. A copy of the Code is Exhibit 6 to this Agreement.
b. The written Business Ethics and Conflicts of Interest Policy. The
Policy provides guidance on conflicts of interest and reiterates that all
employees have an obligation to report actual or suspected violations of company
policies and procedures or applicable laws and regulations and that the company
offers a Confidential Hotline that allows for anonymous reporting. The Policy
also identifies and provides contact information for the Compliance Officer. A
copy of the Policy is Exhibit 7 to this Agreement.
c. The written Zero Tolerance Policy. The Zero Tolerance Policy
provides that each employee (i) has read and understood the Business Ethics and
Conflicts of Interest Policy and the Government Contracts - Ethics and
Compliance Policy; (ii) understands his/her obligation to comply with company
policies and procedures or applicable laws and regulations; (iii) understands
that the Company has zero tolerance for violations of company policies and
procedures or applicable laws and regulations; (iv) understands that infractions
are subject to disciplinary action up to and including termination, and may
result in criminal and/or civil liability; and (v) understands his/her
obligation to report actual or suspected violations of company policies and
procedures or applicable laws and regulations and that the company offers a
Confidential Hotline for reporting and has a policy on Reporting Business
Abuses. The Zero Tolerance Policy also includes a statement that the employee is
not aware of any violations. At the conclusion of ethics training, discussed in
Article 5g of this Agreement, each employee is required to sign a copy of the
Zero Tolerance Policy. The signed copies of the Zero Tolerance Policy are
maintained by RFI and available for DLA's review and inspection during the term
of this Agreement. RFI shall submit, as part of each report to DLA pursuant to
Article 7 of this Agreement, a statement that the signed copies of the Zero
Tolerance Policy are being maintained and that each employee has signed the
Policy as required by this provision. A copy of the Zero Tolerance Policy is
Exhibit 8 to this Agreement.
d. The Confidential Hotline, written Policy on Reporting Business
Abuses, and Complaint Process. RFI offers a Confidential Hotline for employees
to report actual or suspected violations of company policies and procedures or
applicable laws and regulations. The hotline operates 24 hours a day, seven days
a week, and procedures are in place to protect the anonymity of callers. There
is no tolerance for retribution against good faith callers. Employees are
informed of the Confidential Hotline through the Code of Business Conduct and
Ethics (Article 5a), the Corporate Policies and Procedures Manual (Article 5e),
during new employee orientation, during initial and refresher ethics training
(Article 5g), and in various memoranda posted on company bulletin boards. There
is a Business Abuse Complaint Process to ensure that reports of suspected
wrongdoing are promptly, thoroughly, and objectively investigated by the
Compliance Officer. A copy of the Business Abuse Complaint Process is Exhibit 9
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to this Agreement. Every six months, starting six months from the date of this
Agreement, RFI, as a part of the report required by Article 7, shall provide DLA
with a report identifying all calls made to the Confidential Hotline (regardless
of the subject matter), and all instances of misconduct reported to the
Compliance Officer, or otherwise brought to the attention of management, during
the preceding six months. Such reports shall state the nature of the reported
conduct, the results of the internal investigation, and the corrective action,
if any, taken by RFI. Matters pending resolution at the time of a six-month
reporting period shall be reported each six months until final resolution of the
matter is reported. Negative reports are required.
e. The written Corporate Policies and Procedures Manual. The Manual
includes copies of the Code of Business Conduct and Ethics (Article 5a), the
Government Contracts - Ethics and Compliance Policy (Article 5a), the Business
Ethics and Conflicts of Interest Policy (Article 5b), the Zero Tolerance Policy
(Article 5c), as well as other policies and procedures. The Manual is available
in the Employee Communication Center.
f. Compliance Officer. There is a Compliance Officer responsible for
investigating and responding to allegations of misconduct. All employees are
provided with contact information for the Compliance Officer.
g. Training Program. There is an ethics training program for all RFI
managers and employees. The training includes the Business Ethics and Conflicts
of Interest Policy, the Government Contracts - Ethics and Compliance Policy, the
Policy on Reporting Business Abuses, and the Zero Tolerance Policy. Training is
conducted in both English and Spanish as required. Training is conducted on an
annual basis, and new employees receive training shortly after being hired. The
training emphasizes that infractions are subject to disciplinary action up to
and including termination. The training also highlights the Confidential Hotline
and provides contact information for the Compliance Officer. Each employee is
required to sign a copy of the Zero Tolerance Policy (Article 5c) at the
conclusion of the training. A copy of the ethics training materials is Exhibit
10 to this Agreement.
h. Written Quality Control and Testing Procedures and Policies. RFI
revised its quality control and testing procedures and policies. These
procedures and policies include an Order Entry/Change Procedure, a Quote
Procedure, an Acceptance Test Procedure, a Quality Control Test Travel Card
policy, a Stamp Control Log policy, and a Quality Control and Test Stamps
policy. Copies of the relevant documentation for these procedures and policies
are at Exhibit 11 to this Agreement.
i. Audits and Corrective Actions. RFI conducts periodic internal
audits and takes any necessary corrective actions. These audits and corrective
actions are governed by the written procedures at Exhibit 12 to this Agreement.
j. All written materials and training related to the ethics and
compliance program are provided in English and will be provided in any other
language as appropriate to ensure that each employee understands all elements of
any written or oral presentation.
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6. The principal members of RFI management on the date of execution of this
Agreement by DLA are Xxxxxx Xxxxxxx, Xxxxxxx XxXxxxx, Xxxx Xxxxxxxx, and Xxxxx
Xxxxxxxxx. RFI agrees to notify DLA within one week if any of these principals
leave their current positions and to name their successors to DLA upon
appointment.
7. RFI shall submit a periodic written report to DLA describing the measures
taken by RFI to implement and to ensure compliance with this Agreement. The
reports will be submitted in time to be received at DLA within three months of
the effective date of this Agreement, on or before the six-month anniversary of
the effective date of this Agreement, and thereafter on or before each six-month
anniversary during the term of this Agreement. The final report will be received
not later than one month prior to the final day of this Agreement. A schedule of
reporting dates is attached as Exhibit 13. The reporting dates and time frames
set forth in this Agreement are deadlines for receipt of the reports at DLA
Headquarters. RFI's failure to meet these requirements on or before the dates
agreed to may constitute a breach of this Agreement. Copies of all such reports
also shall be submitted to the Counsel of the DLA field activity having
cognizance over the management of RFI's DoD contracts, or the DLA buying center,
or both, depending on circumstances. The reports shall include:
o Ethics and compliance training conducted and the number of persons
who attended.
o Informal notifications or initiatives relating to the ethics and
compliance program.
o Description of each Confidential Hotline call or other report of
misconduct received and disposition of each.
o Other information required by the terms of this Agreement.
o The status of any ongoing investigation of, or legal proceedings
involving, RFI,; including times, places, and subject matter of
search warrants, subpoenas, criminal charges, criminal or civil
agreements, etc.
8. RFI represents to DLA that, to the best of RFI's knowledge, RFI is not now
under criminal or civil investigation by any Governmental entity. In addition to
the periodic written reports required under Article 7, RFI shall notify DLA
within five working days of the time RFI learns of (a) the initiation of any
criminal or civil investigation by any Governmental entity, (b) service of
subpoenas, (c) service of search warrants and/or searches carried out in any RFI
facility, and (d) initiation of legal action by any entity that alleges facts
that, if true, would impact upon the business responsibility of RFI. RFI shall
provide to DLA as much information as necessary to allow DLA to determine the
impact of the investigative or legal activity upon the present responsibility of
RFI for Government contracting.
9. Between five and seven months after the effective date of this Agreement, the
President of RFI and the Compliance Officer shall offer to meet with the DLA
Special Assistant for Contracting Integrity or a designee to confirm that the
terms and conditions of this Agreement has been implemented and are being
followed. Each six months during the term of this Agreement, the Compliance
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Officer shall offer to meet with representatives of the Special Assistant for
Contracting Integrity to discuss implementation of this Agreement.
10. As a manufacturer for and supplier to prime contractors, RFI is often
required by its customers to submit to outside audits and/or surveys conducted
by the customer or on its behalf by third parties, including industry
associations. The written reports resulting from all such audits or surveys, to
the extent that RFI has access to them, will be maintained and available for
inspection by DLA. A list of each of the audits retained will be included in the
semi-annual report required in Article 7.
11. RFI shall report suspected misconduct involving or affecting Government
business to DLA within fifteen days after such misconduct is discovered by,
known to, or disclosed to company management. The misconduct to be reported
includes misconduct by any person, including, but not limited to, those
associated with RFI or with the Government and shall include misconduct
disclosed to RFI from any source. RFI will investigate any report of misconduct
that comes to its attention and will notify DLA of the outcome of the
investigation and any potential or actual impact on any aspect of RFI's
Government business. RFI will take corrective action, including prompt
restitution of any harm to the Government. RFI will include summary reports of
the status of each such investigation to DLA in the reports submitted pursuant
to Article 7 until each matter is finally resolved.
12. If RFI becomes aware that any employee is charged with a criminal offense
relating to its business operations, RFI will remove that employee immediately
from responsibility for or involvement with RFI's business affairs. If the
employee is convicted or debarred, RFI will take appropriate disciplinary
action. RFI shall notify DLA of each such personnel action taken, and the
reasons therefore, within 15 days of the action. The salary of any officer,
employee, or consultant removed from Government contracting in accordance with
this paragraph shall be unallowable for Government contracting purposes and
shall not be charged either directly or indirectly to any Government contract.
RFI agrees to account separately for such costs.
13. RFI shall notify DLA of any proposed material changes in the directives,
instructions, or procedures implemented in furtherance of RFI's ethics and
compliance program and compliance with this Agreement. DLA, or its authorized
representative, retains the right to verify, approve, or disapprove any such
changes.
14. Neither RFI nor Del Global shall seek reimbursement from the Government on
cost-reimbursement contracts, either directly or indirectly, for legal or
related costs expended or to be expended arising from, related to, or in
connection with, the Government's criminal investigation and RFI's defense and
settlement thereof, or in connection with the civil Settlement Agreement entered
into by Del Global, RFI, and the United States, or DLA's independent
administrative review, or the negotiation and preparation of this Agreement, or
the performance or administration of this Agreement. RFI shall treat these costs
as unallowable costs for Government contract accounting purposes. Included in
these unallowable costs are any legal or related costs expended on behalf of any
RFI employee.
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15. RFI agrees to waive all claims, demands, or requests for monies of any kind
or of whatever nature that RFI may have or may develop in the future arising
from, related to, or in connection with, any investigation, or as a result of
administrative or judicial proceedings, or request for any other relief in law
or in equity, or in any other forum be it judicial or administrative in nature
arising out of or relating to the facts that gave rise to this Agreement.
16. RFI hereby releases the United States, its instrumentalities, agents, and
employees in their official and personal capacities, of any and all liability or
claims arising out of the investigation, criminal prosecution, or civil
settlement at issue here, or the discussions leading to this Agreement.
17. RFI agrees to provide with the reports made pursuant to Article 7 a list of
all internal audit reports generated by or for RFI within the preceding six
months and to make available to DLA copies of any such audit reports requested
by DLA.
18. In the event that RFI purchases or establishes new business units after the
effective date of this Agreement, RFI shall implement all provisions of this
Agreement, including any training or education requirements, within 60 days
following such purchase or establishment.
19. When requested, RFI shall cooperate fully with any investigation of
suspected irregularities involving RFI's operations or activities and shall
encourage present and past employees of RFI to make a full and candid disclosure
of their personal knowledge of the facts and circumstances of any such suspected
irregularities.
20. Provided that the terms and conditions of this Agreement are faithfully
fulfilled, DLA will not suspend or debar RFI based upon the facts and
circumstances set forth in the Plea Agreement referenced in the Preamble herein.
DLA's decision not to suspend or debar RFI upon the facts at issue here shall
not restrict DLA or any other agency of the Government from instituting
administrative actions, including, without limitation, suspension or debarment,
should additional information come to the attention of DLA or such other agency
indicating that this decision not to take action was improper.
21. RFI's compliance with the terms and conditions of this Agreement may
constitute an element of RFI's present responsibility for Government
contracting. RFI's failure to meet any of its obligations pursuant to the
material terms and conditions of this Agreement constitutes a cause for
suspension and/or debarment.
22. RFI represents that all written materials and other information supplied to
DLA by its authorized representative during the course of discussions with DLA
preceding this Agreement are true and accurate, to the best information and
belief of the RFI signatories to this Agreement. RFI understands that this
Agreement is executed on behalf of DLA in reliance upon the truth and accuracy
of all such representations.
23. This Agreement shall inure to the benefit of and be binding upon the parties
and their respective successors and assigns. In the event that RFI sells or in
any way transfers ownership of all or substantially all of the business entities
that are bound by this Agreement, RFI shall notify DLA and shall require by the
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terms of the transfer that the new owner shall be bound by the terms and
conditions of this Agreement, including, but not limited to, all reporting
requirements. In the event that all or substantially all of the issued and
outstanding capital stock of RFI is sold by Del Global and RFI is no longer a
wholly-owned subsidiary of Del Global, RFI agrees to continue to adhere to these
policies and procedures for the term of this Agreement and to take the necessary
actions to adopt them as its own, and Del Global shall be automatically removed
from this Agreement and shall have no further obligations hereunder. Should RFI
be sold, RFI will promptly contact DLA and agrees to, along with its new owner,
negotiate and adopt appropriate modifications to the terms of this Agreement in
order to reflect the new corporate structure. However, any such new owner of RFI
will not be required to adopt any other policies or procedures in addition to
those described in this Agreement. Furthermore, notwithstanding any other
provision of this Agreement, should all or substantially all of the assets of
RFI be sold by Del Global, then Del Global and RFI shall be automatically
removed from this Agreement and shall have no further obligations hereunder, and
shall require the new owner of such assets to be bound by the terms and
conditions of this agreement.
24. This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether oral or written,
relating to the subject matter hereof. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns.
25. The provisions of this Agreement in no way alter or diminish the rights and
responsibilities of the United States to carry out its lawful functions in any
proper manner.
26. Xxxx Xxxxxxxxx, as CEO of Del Global Technologies, Inc., and Xxxxxx Xxxxxxx,
as General Manager and VP Technology of RFI Corporation, are fully authorized to
execute this Agreement and represent that they have authority to bind Del Global
and RFI, respectively.
27. In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
other provisions of this Agreement.
28. Any notices or information required hereunder shall be in writing and
delivered or mailed by registered or certified mail, postage prepaid as follows:
If to Del Global, to: Chief Executive Officer
0 Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
If to RFI, to: General Manager or President
000 Xxxx Xxxx Xxxxx
Xxx Xxxxx, Xxx Xxxx 00000
If to DLA, to: Xx. Xxxxx Xxxxxxx
Special Assistant for Contracting Integrity (DG)
Defense Logistics Agency
8725 Xxxx X. Xxxxxxx Road, Stop 2533
Xxxx Xxxxxxx, XX 00000-0000
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or such other address as any party shall have designated by notice in writing to
the other party.
29. This Agreement, including all attachments, is a public document and may be
distributed by DLA throughout the Government as appropriate and to other
interested persons upon request, including requests filed under the Freedom of
Information Act.
30. This Agreement may be amended or modified only by a written document signed
by the parties listed below.
3/16/05 /s/ Xxxxxx X. Xxxxxxxxx
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Date for Del Global Technologies Corp.
3/17/05 /s/ Xxxxxx Apergas
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Date for RFI Corporation
4/1/05 /s/ Xxxxx Xxxxxxx
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Date for the Defense Logistics Agency
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