EXHIBIT 10(x)
MANUFACTURING AGREEMENT
BETWEEN
SCI TECHNOLOGY, INC.
AND
MYKOTRONX, INC.
FOR THE KIV PRODUCTS
DATED
JUNE 24, 2003
KIV-7
MANUFACTURING AGREEMENT
TABLE OF CONTENTS
1. Terms of Agreement: Termination
2. Manufacturing
3. License to Manufacture
4. Prohibition of Third Party Sales
5. Forecasts
6. Purchase Orders
7. Pricing
8. Changes
9. Shipments, Factory Relocation: Factory Qualification
10. Delivery Date-Liquidated Damages
11. Force Majeure
12. Inspection and Acceptance
13. Warranty
14. Limitation of Liability
15. Key Personnel/Positions
16. Support Services
17. Status Reporting
18. Products Defects or Recall
19. Relationship
20. Insolvency
21. Choice of Law
22. Resolution of Disputes
23. Assignment
24. Communications and Notice
25. Indemnification
26. Public Release of Information
27. Order of Precedence
28. Compliance with Laws
29. Independent Contractor
30. Gratuities
31. Seller Contacts with Mykotronx's Custom and Other Vendors
32. Release of Liens
33. Taxes
34. Invoices
35. Insurance/Entry on Seller's Property
36. Packing, Packaging, and Marking
37. Certification of Independent Price Determination
38. Work on Mykotronx's or Mykotronx's Customer's Premises
39. Title and Risk of Loss
40. Responsibility for Mykotronx Owned Property
41. Stop Work Order
42. Waiver
43. Failure to Comply
44. Termination for Convenience
45. Termination for Default
46. Mykotronx's Property and Information
47. Information Disclosed and/or Delivered to Mykotronx
48. Amendments
49. Waiver
50. Confidential information
51. Entire Agreement
Attachments:
A. KIV-7HSB Specifications and Drawings,
B. Pricing Schedule
C. Mykotronx, Inc. Non Disclosure Agreement
D. Key Personnel
E. Mykotronx QA Provisions
F ID/IQ Contract Special Provisions
G. ID/IQ Contract FAR Clauses
H. Testing Requirements and Procedures (Pre-ESS, ESS, ATP and ATP2)
KIV-7
MANUFACTURING AGREEMENT
THIS MANUFACTURING AGREEMENT (the "Agreement") is entered into and
effective as of the 24th DAY OF JUNE 2003, by and between SELLER, SCI
Technology, Inc. a Alabama corporation, having a principal place of business at
0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx, 00000 (SCI) and Mykotronx,
Inc., a California corporation, having a principal place of business at 000 Xxx
Xxxx Xxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 ("Mykotronx"). Seller and
Mykotronx may be individually referred to as a "Party" or collectively referred
to as the "Parties."
WHEREAS the Parties wish to enter into this Manufacturing Agreement
which shall set forth the terms and conditions upon which Seller shall
manufacture Products for Mykotronx and Mykotronx agrees to purchase the
manufactured Products from Seller. In addition, the Seller agrees to procure the
Presidio Module for the Products from Xxxxxx Corporation, RF Communications,
0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, The attachments listed in the table
of contents are hereby incorporated and are to be considered an integral portion
of this Agreement. Notwithstanding the foregoing, in the event of any conflict
or ambiguity between this Agreement and any Attachment, this Agreement shall
take precedence.
1. TERMS OF AGREEMENT; TERMINATION
A. The term of this Agreement will be from June 24,2003 through
January 31,2006 __________ unless sooner terminated by mutual
agreement or in accordance with this Agreement. Upon the
expiration of the next term, this Agreement shall continue
from year to year until one party terminates the Agreement by
giving at least ninety (90) days' prior written notice to the
other party. Notwithstanding the foregoing, the term of this
Agreement shall automatically extend to include the term of
any purchase order ("Order") issued hereunder, subject to
earlier termination pursuant to the provisions of this
Agreement.
B. Mykotronx may, at its option, terminate this Agreement prior
to the term of this Agreement, under the provisions for a
Termination for Convenience, (Paragraph 44) by giving written
notice to Seller of its desire to terminate this Agreement.
Such notice shall include the
effective date of the termination which date shall be not less
than 180 days after the date of such notice. Such notice
shall be given, if at all, at any time after the signing of
this Agreement, but not later than six months prior to the
expiration of this Agreement.
C. Any provisions hereof that by their nature would be expected
to survive the termination of this Agreement shall survive and
not be affected by the termination or expiration of this
Agreement, including, without limitation, Sections
10,13,18,19, 21, 33 and 46.
2. MANUFACTURING
Seller shall manufacture KIV-7 COMSEC module for Mykotronx to the
Specification 4090500-0501, drawings provided (Attachment "A"),
Quality Provisions (Attachment E), and Testing Requirements and
Procedures (Attachment H) hereinafter referred to as the Product.
3. LICENSE TO MANUFACTURER
For the term of this Agreement, Mykotronx does hereby grant to
Seller a nonexclusive, royalty-free, irrevocable right and license
to make Product.
4. PROHIBITION OF THIRD PARTY SALES
Seller agrees to manufacture the Product exclusively for Mykotronx
and further agrees not to sell any Product to any third party unless
directed to do so in Writing by Mykotronx.
5. FORECASTS
Mykotronx shall submit in writing, a rolling six month forecast of
Product that Mykotronx expects will be required for sale beyond the
three months of firm purchase order. This forecast shall include
total quantity of Product, by Part Number, and such forecast will be
revised monthly. Forecast are for general planning and/or long lead
procurement purposes and Mykotronx shall not be responsible for
forecast that later turn out to be inaccurate other than as provided
in Paragraph 25C. Any material ordered beyond Purchase Order is
subject to the Seller providing Mykotronx with a priced list of all
parts, components and sub-assemblies that must be ordered against
the forecast due to long lead time to deliver. This listing will be
updated at the time a part, component or subassembly is added or
deleted from the list or quarterly, whichever occurs first.
Mykotronx will approve proposed list, or revised list, in writing
within 5 working days from date of issue. Any impact resulting from
a disapproval or delay in approval will be considered a change under
the Changes Clause.
6. PURCHASE ORDERS
A. Notwithstanding the provisions set forth in the paragraph
entitled FORECASTS, Mykotronx shall issue purchase orders
("Purchase Orders") for all Product ordered which shall
Include the unit price, quantity, cumulative price,
anticipated delivery date and reference this Agreement.
Place of delivery, method of transportation and carrier
will
be provided monthly, but at least thirty (30) days in advance
of scheduled delivery date, via "Distribution Instructions".
Any provisions, requirements (including Quality Assurance) or
terms and conditions contained in a Purchase Order that are in
addition to or inconsistent with this Agreement shall have no
force and effect unless set forth in writing executed by both
Parties. Purchase Orders will be commercial and shall not
contain reference to any Prime Contracts. Other additional
terms and conditions shall have no force and effect.
B Deliveries shall be made pursuant to reasonable manufacturing
schedules based on no less than a ninety (90) day lead-time.
C Mykotronx agrees to place Purchase Orders for a minimum
quantity of 100 Units for delivery per month and shall not
exceed a maximum quantity of 800 units for delivery per month.
When Purchase Orders exceed the forecasted requirements, as
defined in Section 5, Seller and Mykotronx shall negotiate a
reasonable delivery schedule and Seller shall submit to
Mykotronx any associated cost impact in accordance with
Section 8 "Changes".
D Payment for product ready for delivery shall be made by
Mykotronx net thirty (30) days from the date of an acceptable
invoice (reference Section 34) Invoices shall be transmitted
to Mykotronx at the time the Product is deemed "accepted" as
provided in Section 12. Seller reserves the right to access
interest at the rate of 1.5% per month for repeated untimely
payments received beyond forty-five (45) days from invoice
date. Payment will be made in U.S. Dollars. In the event
Mykotronx has any outstanding invoice for more than forty-five
(45) days, Seller shall have the right to stop shipments of
Product until Mykotronx makes a sufficient payment to bring
its account within the thirty (30) day payment.
E Each Party shall be entitled at all times to set-off any
amount owing from the other Party to such Party against any
amount payable to the other Party to such Party, arising out
of this or any other transaction For purposes hereof, (i) the
term "Party" shall be limited to the parties to this
transaction.
F When required, any notice of late payment will be provided in
writing to the KIV-7 Contract Administrator at the address
provided in Section 24 with the exception as provided for
under Section 45.
G Mykotronx and Xxxxxx have executed supply Agreements for the
Presidio Module. Seller shall procure the Presidio Module from
Xxxxxx. Mykotronx, as a requirement of their Agreement with
Xxxxxx, must flowdown the Xxxxxx payment terms for the
Presidio Module which follow. "Partial and early shipments,
within fifteen days prior to the scheduled delivery date and
at no time shall the quantity delivered exceed a quantity
greater than 110% of the quantity scheduled for delivery, are
acceptable and will result in partial invoices. Payment terms
are net thirty (30) days from invoice date. In accordance with
Xxxxxx standard terms and conditions,
Xxxxxx reserves the light to assess interest at the rate of
1.5% per month for repeated untimely payments received by
Xxxxxx beyond forty-five (45) days from invoice date."
H Seller currently has Production through the month of September
2003. Mykotronx shall deliver to Seller Purchase Orders issued
at the end of each month for the monthly production
requirements as required to maintain a minimum of three (3)
months of firm production purchase orders at all times.
7. PRICING
A. Pricing for the Product (Attachment B) shall remain firm for a
period of three years from the effective date of this
Agreement, except that such price may be adjusted to reflect
an increase in the cost of material in accordance with the
formula below. In addition, in the event that any raw
materials or component parts are supplied by Mykotronx or
through Mykotronx's Suppliers on behalf of Mykotronx at no
cost to the Seller, an appropriate decrease will be made in
the price. SCI shall notify Mykotronx of a price increase or
decrease in the cost of Presidio Module as covered by
Attachment B. Mykotronx will adjust purchase orders to SCI
accordingly.
B. In the event that the aggregate cost of material increases or
decreases more than five percent (5%) from the cost of such
material defined in Sellers costed BOM within his proposal and
as adjusted from time to time as the result of directed
changes, excluding the Presidio Module, the Parties shall
share the increase or decrease in the cost of the material
exceeding such five percent (5%) variation on a 50/50 basis to
be computed semi-annually, except as provided above in Section
7. A.
C. In the event the Seller recommends design improvements
resulting in labor cost savings, this savings will be shared
with Mykotronx on a 50/50 basis.
D. Prices specifically do not include (a) export licensing of the
Product or payment of broker's fees, duties, tariffs or other
similar charges; (b) taxes or charges (other than those based
on net income of Seller) imposed by any taxing authority upon
the manufacture, sale, shipment, storage, "value add" or use
of the Product which Seller is obligated to pay or collect.
This clause only applies to the exporting of product on
behalf of Mykotronx.
8. CHANGES
Any changes to the drawings, designs or specifications or purchase
orders that exceed forecasted requirements of the Product required by
Mykotronx shall be communicated to Seller in writing. The delivery date
and the price of the Product shall be adjusted if any such changes
agreed upon by the Parties cause a delay in delivery or increase or
decrease in the costs of manufacture, including the cost of material,
of the Product.
9. SHIPMENTS, FACTORY RELOCATION; FACTORY QUALIFICATION
A. FOB point and carrier are to be in accordance with the
instructions contained in the Sales Order Acknowledgements.
The cost of insurance and freight shall be absorbed by Seller
as part of the Price. Title and the risk of loss, damage and
destruction shall pass to Mykotronx or Mykotronx customers) at
the FOB point. Shipments shall be made directly to Mykotronx
customer(s), per instructions to Seller by Mykotronx as set
forth in the monthly "Distribution Instructions". Sales Order
Acknowledgements and Distribution Instructions may require
shipments to APOs, FPOs or Puerto Rico in accordance with the
ITAR restrictions. FOB points will be either at Seller's
facility or the address on the label when shipped from
Seller's facility. In no event shall SCI be the "exporter of
record" for any shipment requiring an Export License and/or
Shipper's Export Declaration.
B. In the event Seller elects to reorganize, merge, sell or
otherwise change the structure of the business organization
manufacturing the product, Seller without the consent of any
Party, may move the factory. In such event, Seller shall
notify Mykotronx one hundred twenty (120) days in advance of
such move and Seller shall be responsible for any required
re-qualification related to the Product.
C. During the term of this Agreement, Seller, in accordance with
the DD-form 254, provided through Mykotronx and as required by
the flow down provisions on the DD form 254, shall maintain
facility clearance, COMSEC Account and Security clearance and
controls as required for the Seller's facility manufacturing
the KIV-7 COMSEC Modules.
10. DELIVERY DATE-LIQUIDATED DAMAGES
A Delivery will be accomplished within the time specified in the
monthly Distribution Instructions but not prior to the date or
greater than the quantities on the Purchase Order covering the
same period.
B Anything to the contrary notwithstanding, Seller shall not be
liable for any reasonable delay in production or delivery,
until it receives a ten (10) day advance notice ("Notice
Period ") of such delinquency giving Seller twenty (20) days
from the expiration of the Notice Period to cure the
delinquency ("Cure Period") for a total of 30 days from the
date the notice is received; provided, however, that the
Notice Period and Cure Period shall not apply to delays in
production or delivery that are the result of the relocation
of the manufacturing operations as contemplated in Section 9
or customer caused delays. Delivery shall be deemed complete
when the Products are delivered to the FOB point. In the event
that the firm Purchase Order for a specific month is for a
greater quantity than the last Purchase Order forecast
available for that month, Seller shall not be considered
delinquent if Seller is unable to meet the added demand due to
a shortage of long lead material when ordered to forecast. In
the event Seller fails to cure the delinquency prior to
expiration of the Notice Period and Cure Period, Seller shall
pay to Mykotronx as liquidated damages, a sum of five percent
(5%) of the Transfer Price of the Products that were ordered
by Mykotronx' customers and remain unshipped for each month
(beyond the thirty (30) day Notice and Cure Period) that such
Products so remain unshipped, not to exceed a total of fifty
thousand dollars ($ 50,000) of liquidated damages in the
aggregate. Anything to the contrary notwithstanding, no
liquidated damages under this section entitled DELIVERY
DATE-LIQUIDATED DAMAGES shall be due and owing if the delays
in delivery are caused by the U.S. Government or any of it
agencies or department (which are not attributable to the
performance or nonperformance by Seller) or by force majeure
events.
C. In the event Seller is obligated by the terms of this
Agreement to pay liquidated damages to Mykotronx, Seller shall
pay such sum on a net thirty (30) basis from receipt of
Mykotronx' invoice for same.
11. FORCE MAJEURE
In the event a delay in production or delivery occurs which
delay is occasioned by but not limited to: (a) acts of God,
including fire, floods or unusually severe weather; (b) civil
or military authority, war, hostility, riots, terrorism,
government action in its contractual or sovereign capacity;
(c) strikes or other labor actions; or (d) where such delay is
occasioned by other causes beyond the control of Seller and
without its fault or negligence, then the date or dates for
delivery of the equipment shall be extended for a period
equal to the time lost by reason of any such delay. Anything
to the contrary notwithstanding, Seller shall be responsible
for delays caused by subcontractors failing to make timely
deliveries unless such delays are caused by force majeure
events.
12. INSPECTION AND ACCEPTANCE
Notwithstanding the provisions of Mykotronx Quality Assurance
Requirements for Procured Items (Q Clauses), Clause 6, Buyer
Source Inspection, acceptance of Products shall take place at
the Seller Facility: (a) with respect to orders to be shipped
to a Government customer when such customer delivers to Seller
a signed form DD form 250 authorizing shipment of Product; (b)
with respect to all other orders (excluding orders delivered
to the account of Mykotronx), when Seller signs-off on a
commercial shipper accompanied by a Certificate of
Conformance, authorizing shipment of the Product, or (c) with
respect to orders delivered to the account of Mykotronx, when
Seller signs off on a Certificate of Conformance. Upon
reasonable prior notice, during normal business hours and
without unduly delaying the work, Mykotronx or its customers
for the Product may inspect the Product including testing
thereof, at the Seller's Facility.
13. WARRANTY
A. Seller warrants to Mykotronx or its customers that the Product
it delivers hereunder will be free from defects in material
and workmanship at the time of acceptance. This Warranty will
terminate one (1) year after the date of such acceptance.
Notification of any such defect must be given
by Mykotronx to Seller within the Warranty Period. Seller's
obligation under this Warranty is limited to repairing or
replacing any Product, which is determined by Seller to be
defective. Repair or replacement will be accomplished at the
Seller's Facility. Defective items returned to Seller pursuant
to this Warranty will be delivered to the Seller's Facility,
freight prepaid. Seller will return such items to Mykotronx or
its customer at Mykotronx's option, freight prepaid. Products
replaced will become the property of Seller.
B. This Warranty does not cover components that are expendable in
normal use and thus have an unpredictable service life, such
as batteries.
C. Products that have been repaired or replaced during the
Warranty Period are warranted for the remainder of the
original Warranty Period, If Seller does not find any defects
in workmanship or material, or if the Warranty period has
expired, Seller's regular charges shall apply and Mykotronx
shall pay all such charges including transportation costs.
D. Seller is released from all obligations under its Warranty in
the event repairs or modifications are made by persons other
than its own authorized personnel unless such work is
authorized in writing by Seller.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY
DISCLAIMED. SELLER'S LIABILITY UNDER THIS WARRANTY IS EXPRESSLY
LIMITED TO THE REPAIR OR REPLACEMENT, AT ITS OPTION, OF ANY PRODUCT
CONTAINING A DEFECT IN MATERIAL OR WORKMANSHIP AT THE TIME OF
DELIVERY.
14 Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, OR
ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS,
EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; provided however, that this Section shall not prevent a
party from incurring the liabilities set forth In Section 10
(Liquidated Damages), Section 25 (Indemnification), 44 (Termination
for Convenience) or 45 (Termination for Default). IN NO EVENT SHALL
A) MYKOTRONX'S LIABILITY EXCEED THE AMOUNT DUE UNDER THE CLAUSES
LISTED ABOVE, B) SCI'S LIABILITY UNDER THIS AGREEMENT (WHETHER
ASSERTED AS A TORT CLAIM OR CONTRACT CLAIM) EXCEED THE AMOUNTS PAID
TO SCI HEREUNDER. With the exception of the provisions of 45.C. , IN
NO EVENT WILL SCI BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS BY CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
15. KEY PERSONNEL
Seller shall dedicate a Program Manager (Attachment D).
Support personnel shall be assigned to the performance of
Seller's obligations hereunder. Any personnel who, during the
performance of the contract, are assigned by the Seller shall
be capable of assuring satisfactory performance of work
required by this agreement. Seller shall make commercially
reasonable efforts to not reassign dedicated or support
personnel in those key positions as defined in Attachment D,
and shall provide Mykotronx notice within 2 business days of
the reassignment of such personnel. Reassignment of personnel
shall not relieve Seller of their obligation to assure
satisfactory performance of this Agreement.
16. SUPPORT SERVICES
Seller shall provide to Mykotronx at no cost office space,
telephone services and access to office equipment and supplies
reasonably necessary to support Mykotronx personnel at
manufacturing site for the purpose of understanding the
manufacturing processes of the Product for a reasonable period
of time. In addition, Mykotronx will have reasonable access to
Seller's employees in order to facilitate its understanding
thereof.
17. STATUS REPORTING
Seller shall provide production detail and status reports.
These should clearly define material delivery impacts on
schedule by critical item and get well dates; master
production schedule and status; linearity reports: corrective
action minutes or actions and warranty return data by major
defect category. It is anticipated that these reports will be
issued monthly. Mykotronx will requires monthly Production
Review at Seller's Facility. As the contract matures, the
review meeting frequency is anticipated to be decreased.
18. PRODUCT LATENT DEFECTS
Seller, at its cost, shall be responsible for the correction
of any latent defects caused by the Seller's manufacturing
process (excluding latent defects caused by product design).
Seller's cost shall be limited to the labor, material and
shipping expenses associated with the repair of the product.
19. RELATIONSHIPS
Seller is an independent contractor engaged by Mykotronx in
the manufacture of Product. Nothing in the Agreement shall
constitute Seller as an employee, agent or general
representative of Mykotronx. This Agreement shall not
constitute appointment of either Party as the legal
representative or agent of the other, nor shall either Party
have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied,
against, or in the name of, or on behalf of the other party.
20. INSOLVENCY
Under the provisions of a Termination for Convenience (Para.
44) and the inventory indemnification provisions of Paragraph
25, either Party may cancel this Agreement in the event of
the suspension of the other Party's business, insolvency of
the other Party, the institution of bankruptcy,
reorganization, arrangement or liquidation proceedings
involving or affecting the other Party, or any assignment for
the benefit of creditors of the other Party, or receivership
that the other Party places itself in or may be placed in.
21. CHOICE OF LAW
This Agreement shall be governed, construed and enforced under
the laws of the State of California, excluding its conflict of
law provisions
22. RESOLUTION OF DISPUTES
A. In the event of a dispute relating to this Agreement, the
Parties shall make a good faith effort by assigning authorized
representatives to settle any differences without resorting to
arbitration. If settlement of the dispute is not possible
either party may invoke arbitration. However, the Party
wishing to initiate arbitration shall give thirty (30) days
prior notice to the other party. During this thirty (30) day
period selected upper management personnel shall further
attempt to resolve the dispute. Any unresolved dispute arising
out of or relating to this Agreement, including its
interpretation, validity, scope and enforceability shall be
resolved by arbitration to be held exclusively in the City of
New York, New York.
B. Such arbitration shall be the Parties' exclusive remedy. The
arbitration shall apply the law of the State of New York to
the dispute, exclusive of its conflict of laws and shall be
concluded in accordance with the then existing Commercial
Arbitration Rules of the American Arbitration Association. A
panel of three (3) arbitrators made up of one arbiter selected
by each Party with the third arbiter to be selected by the
first two arbiters. The panel shall be empowered to assess
compensatory damages except in areas where this Agreement
exempts any party from liability or limits such damages. The
judgment of the panel shall be final and binding on the
Parties and either Party may enter the arbitration award as a
final judgment in a court of competent jurisdiction with power
to enforce the arbitration award. The Parties shall pay their
own arbitration expense and shall equally share the
arbitrators' costs and fees and the arbitrators shall allocate
such costs and fees equally between the Parties as part of the
award.
23. ASSIGNMENT
This Agreement may not be assigned without the prior written
consent of the other Party which consent shall not be
unreasonably withheld by any party, provided, however, that
without any such consent;
i. Seller may assign any of its rights hereunder to Sanmina-SCI
and any wholly owned Subsidiary of Sanmina-SCI or to any
purchaser of substantially all of the assets of the business
unit to which the Product relates subject to prior written
notification, and
ii Mykotronx may assign any of its rights hereunder to any
wholly owned subsidiary of Rainbow or to any purchaser of
substantially all of the assets of Rainbow. In addition,
Seller may assign to a bank or lending institution any
proceeds due under this Agreement without the consent of
Mykotronx.
24. COMMUNICATIONS AND NOTICE
Any notice or communication required under this Agreement shall be
given in writing to the following addresses and shall be deemed
received within three (3) business days after the date sent by
first class, registered or certified mail:
If to Seller:
SELLER SCI Technology, Inc.
Address P O. Xxx 0000
Xxxxxxxxxx,XX 00000
Attn: Manager, Government Contracts
With Copy to: SELLER SCI Technology, Inc.
Address X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxx Xxxxxxx, Section Manager, Dept. 264
If to Mykotronx
Mykotronx, Inc.
0000 Xxxxxx Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx XX 00000
Attn: Xxxxxxxx X. Xxxxxxx,
KIV-7 Contract Administrator
With copy to:
Mykotronx, Inc.
0000 Xxxxxx Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx XX 00000
Attn: Xxxxx XXxx,
Mykotronx Program Manager
25. INDEMNIFICATION
A. SELLER INDEMNIFICATION.
i. Seller represents and warrants that the manufacturing
processes employed in the assembly of Product does not
infringe on any patent, trademark, trade secret, copyright or
other proprietary right and that Seller is unaware of any
claim of infringement, either threatened or pending. Seller
agrees to indemnify, defend and hold Mykotronx harmless from
and against any claim for such infringement in the
event that such a claim is filed. In the event that any such
process is found to so infringe, Seller shall, at its option
and sole expense, either make such process non-infringing or
shall procure the rights to continue to use such infringing
process. The foregoing remedies are the sole and exclusive
remedies of the BUYER in the event of an infringement. BUYER
shall not be entitled to recover from Seller any lost profits
or any other consequential damages suffered as a result of
such infringement or alleged infringement. It is agreed that
Seller shall undertake the defense of any such claim through
counsel of its own choice and at its expense. However, the
provisions of this section shall not apply with respect to any
claim of patent, trademark, or copyright infringement made
solely with respect to the incorporation of specific
components into the Product at the express direction of BUYER
including such incorporations made in express compliance with
Product Specifications.
ii. All work to be performed by Seller is at Seller's risk. Seller
shall defend, indemnify, and hold harmless Mykotronx, its
officers, employees and agents from any claim, suit, loss,
cost, damage, expense (including attorney's fees), or
liability by reason of property damage or personal injury
(including death) to any person, including Seller's employees,
of whatever nature arising out of as a result of, or in
connection with such performance occasioned in whole or in
part by the actions or omissions of Seller, its officers,
employees, agents, Sellers, or subcontractors at any tier.
Seller and its Sellers and subcontractors at any tier shall
maintain public liability and property damage insurance in
prudent and reasonable limits covering the obligations set
forth and shall maintain, to the limits required by law,
proper Workers Compensation and employer's liability insurance
covering all employees performing this Order.
B. MYKOTRONX INDEMNIFICATION.
Mykotronx represents and warrants that (i) it owns or has the
legal right to use the designs and specifications needed to
manufacture Product and licensed to Seller pursuant to Section
3 hereof, (ii) such designs and specifications do not infringe
on any patent, trademark, trade secret, copyright or other
proprietary right and (iii) Mykotronx is unaware of any claim
of infringement, either threatened or pending. Notwithstanding
the language in Section 25 A. above, Mykotronx shall defend,
indemnify and hold Seller harmless against any claims or
liabilities for, or by reason of, any alleged infringement of
any patent, trademark, trade secret, copyright or other
proprietary right caused by Seller's use and reliance upon the
Product Specifications and drawings providing information
required in assembling the Product or arising out of the
incorporation of Product into another good, Product or system
which infringes upon any patent, trademark, trade secret,
copyright or other proprietary right. Mykotronx agrees that it
will indemnify and hold Seller harmless against and from any
and all claims, damages and liability suffered by Seller
resulting, from personal injury and/or property damage to
third Parties, including without limitation to Seller's
employees. Mykotronx will also indemnify
Seller due to defects in the design of the Product, Product
Specifications, drawings or in any specific component incorporated
into the Product at the express direction of Mykotronx, including any
such incorporation made in express compliance with Product
Specifications. Mykotronx shall defend, indemnify, and hold harmless
Seller, its officers, employees and agents from any claim, suit, loss,
cost, damage, expense (including attorney's fees), or liability by
reason of property damage or personal injury (including death) to any
person, including Mykotronx's employees, of whatever nature arising
out of as a result of, or in connection with such performance
occasioned in whole or in part by the actions or omissions of Seller,
its officers, employees, agents, Sellers, or subcontractors at any
tier.
C. INVENTORY INDEMNIFICATION.
Seller will be required to purchase reasonable amounts of inventory to
manufacture Products to fill firm Purchase Orders. The material to be
purchased shall include long lead materials beyond the three (3) month
firm purchase order period. Long lead material purchases shall be in
accordance with Section 5 of this Agreement. Upon cancellation of a
Purchase Order, or upon termination of this Agreement for any reason,
Mykotronx shall be liable to Seller for all Inventories consisting of
residual finished Product, Product Work in progress, inventory piece
parts including all piece parts rendered excess/obsolete by Engineering
Changes or changes to the Specifications, and drawings, Termination
Inventory". Termination Inventory cost shall be calculated as follows
(i) for parts, at Seller's purchase prices, plus a 10% markup; (ii) for
Work In Process, a reasonable pro rata percentage of the finished
Product purchase price; and (iii) for finished Product, at the purchase
price in effect at the time of the termination/cancellation. Seller
will make commercially reasonable efforts to use the Termination
Inventory on other current programs and/or return the piece parts to
vendors. Mykotronx shall reimburse Seller for its reasonable costs to
return the piece parts to vendors and, upon mutual agreement to modify
the Products for other programs. Within sixty (60) calendar days after
termination or cancellation of a Purchase Order, Seller will provide
Mykotronx with a detailed schedule showing the Termination Inventory,
the amount owed by Mykotronx and how the amount was calculated. When
calculating the Termination Inventory purchase price, Seller will give
Mykotronx credit for all material returned to vendors or sold to
others, including Seller, less applicable cancellation charges.
Mykotronx shall purchase Termination inventory from Seller within
forty-five (45) calendar days of receipt of such detailed schedule.
26. PUBLIC RELEASE OF INFORMATION
Seller shall not, without the prior written consent of Mykotronx, make
any news release or public announcement concerning this Agreement or
any future Agreements. Seller shall extend this restriction to
lower-tier subcontractors involved in the performance of this Agreement
or future agreement.
27. ORDER OF PRECEDENCE
Any inconsistency in a Purchase Order shall be resolved by giving
precedence in the following order: (a) Provisions or requirements
(including Quality Assurance) shown on the face of the Order; (b)
Manufacturing Agreement; (c) specifications, (d) drawings, and (e) Test
Requirements and Procedures. Seller shall bring to the immediate
attention of Mykotronx any perceived conflicts or ambiguities in the
Purchase Order.
28. COMPLIANCE WITH LAWS
Each Party agrees to comply with all applicable local, State, and
Federal laws and executive orders and regulations and agrees to defend,
indemnify and hold the other Party harmless against any loss, cost,
damage, expense (including attorney's fees), or liability by reason of
Seller's violation.
29. INDEPENDENT CONTRACTOR
It is expressly understood that the parties are, and shall remain at
all times, independent contractors.
30. GRATUITIES
Mykotronx may, by written notice to Seller, terminate this
Agreement/Purchase Orders for default if Mykotronx has reasonable cause
to believe that gratuities were offered or given by Seller, or any
agent or representative of Seller, to any officer, employee or customer
of Mykotronx with a view toward securing this Agreement, or securing
favorable treatment with respect this Agreement.
31. SELLER CONTACTS WITH MYKOTRONX'S CUSTOMER AND OTHER VENDORS
Mykotronx shall be responsible for all liaison and communications with
Mykotronx's customer and Mykotronx's other vendors. Seller shall not
communicate with Mykotronx's customer or Mykotronx's other vendors
regarding this Agreement unless authorized to do so by Mykotronx.
32. RELEASE OF LIENS
All materials or articles delivered and labor performed under this
Agreement shall be free of all liens and, if Mykotronx requests, a
proper release of all liens or satisfactory evidence of freedom from
liens shall be delivered to Mykotronx.
33. TAXES
The price of supplies/services procured under this Agreement includes
all applicable Federal, State, and local taxes and duties unless
otherwise stated in this Agreement.
34. INVOICES
Seller's itemized invoice shall be submitted to the Accounts Payable
Department, at the address shown on the face of the Purchase Order. The
invoice shall contain the Purchase Order number, Mykotronx Sales Order
number, description of supplies/services, part number, quantity, unit
price, and total price. Payment of invoices may be delayed pending
correction of
any errors or omissions. Each invoice or claim from Seller shall be
deemed to include a warranty by Seller that all amounts claimed by
Seller are due and proper.
35. INSURANCE/ENTRY ON SELLER'S PROPERTY
In the event that Mykotronx, its employees, agents, or subcontractors
enter the site(s) of Seller or its sub-contractor's at any tier for any
reason in connection with this Contract then Mykotronx and its
subcontractors shall procure and maintain worker's compensation,
comprehensive general liability, bodily injury and property damage
insurance in reasonable amounts, and such other insurance as Seller may
require. In addition, Mykotronx and its subcontractors shall comply
with all of Seller's or its subcontractor's site requirements.
Mykotronx shall indemnify and hold harmless Seller, its officers,
employees, affiliates and agents from any losses, costs, claims, causes
of action, damages, liabilities, and expenses, including attorneys'
fees, all expenses of litigation and/or settlement, and court costs, by
reason of property damage or loss or personal injury to any person
caused in whole or in part by the actions or omissions of Mykotronx,
its officers, employees; agents, suppliers, or subcontractors.
Mykotronx shall provide Seller thirty (30) days advance written notice
prior to the effective date of any cancellation or change in the term
or coverage of any of Mykotronx's required insurance. If requested by
Seller, Mykotronx shall send a "Certificate of Insurance" showing
Mykotronx's compliance with these requirements. Insurance maintained
pursuant to this clause shall be considered primary as respects the
interest of Seller and is not contributory with any insurance that
Seller may carry, "Subcontractor" as used in this clause shall include
Mykotronx's subcontractors at any tier.
36. PACKING, PACKAGING, AND MARKING
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; any transportation
charge paid by Seller for which Seller is entitled to reimbursement
shall be shown on Seller's invoice as a separate line item. Seller
shall label each package with the corresponding Purchase Order number.
Seller shall prepare an itemized packing list bearing the Purchase
Order number, Mykotronx Sales Order number, item description, part
number, and quantity shipped for each package. One copy of the packing
list shall be placed in the shipping container and one copy to X.
Xxxxxxx at address provided in Section 24.
37. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION
Seller certifies that the prices proposed in this Agreement have been
arrived at independently, without, for the purpose of restricting
competition, consultation, communication, or agreement with any other
offeror or competitor, and that Seller has not and will not knowingly
disclose the prices directly or indirectly, to any other offeror
before award.
38. WORK ON MYKOTRONX'S OR MYKOTRONX'S CUSTOMER'S PREMISES
If this order requires Seller to perform work on Mykotronx's or
Mykotronx customers' premises, Seller shall take all necessary
precautions to prevent any injury to persons or damage to property
during the progress of such work.
39. TITLE AND RISK OF LOSS
Title to supplies furnished under this Agreement shall pass to
Mykotronx, at the FOB point regardless of when or where Mykotronx or
Mykotronx's customer (s) takes physical possession, unless the Order
specifically provides for earlier passage title. When this Agreement
specifies that the designated delivery point is F.O.B. carrier,
Seller's plant, risk of loss shall pass to Mykotronx upon delivery of
items to the common carrier by Seller properly addressed, labeled and
consigned in accordance with the "Distribution Instructions". When this
Agreement specifies that the designated delivery point is F.O.B.
destination, risk of loss shall remain with Seller until delivery of
items to Mykotronx or the address provided in the "Distribution
Instructions". Seller shall bear all shipment costs related to properly
rejected supplies by Mykotronx.
40. RESPONSIBILITY FOR MYKOTRONX OWNED PROPERTY
A. All property, including data, drawings, material, tooling and
equipment, furnished to Seller by Mykotronx hereunder, shall
be used only in the performance of this Agreement, and shall
remain the property of Mykotronx Title to such property shall
not be affected by incorporation in or attachment to any other
property.
B. Unless otherwise instructed by Mykotronx, all Mykotronx
furnished property that is not incorporated into supplies
delivered or otherwise consumed shall be returned to Mykotronx
upon this Agreements completion. Property returned shall be in
the same condition as received, allowing for reasonable wear
and tear. Seller shall bear the risk of loss or destruction of
and damage to property covered by this clause until delivered
or returned to Mykotronx or Mykotronx's customer.
C. Mykotronx shall have the right to enter Seller's premises at
all reasonable times to inspect its property and Seller's
related records.
D. If Mykotronx furnishes under this Agreement Government-owned
property, the special terms and conditions (Federal
Acquisition Regulation and Department of Defense Federal
Acquisition Regulation Supplement clauses) relating to
Government-owned property, special tooling, special test
equipment, and reporting shall apply in lieu of this clause.
41. STOP WORK ORDER
A. Mykotronx may, at any time, by written notice to Seller, stop
all or any part of work under this Agreement 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 cost
allocable to such work. Within ninety (90) days after the
effective date of the stop-work order, Mykotronx shall either
cancel the stop-work order or terminate the work covered by
the stop-work order.
B. If a stop work is canceled, Seller shall immediately resume
work. Mykotronx shall make an equitable adjustment in the
Purchase Order delivery schedule and/or price if the stop-work
order results in an increase in time or cost for performance.
Seller must provide notice of a pending claim for equitable
adjustment under this clause within thirty (30) days after the
end of the work stoppage and submit the claim within ninety
(90) days after the end of the work stoppage.
42. WAIVER
Failure of either Party to insist on performance of any provision of
this Agreement shall not be construed as a waiver of that provision or
a waiver of their right to require compliance with such provision in
the future. If any provision of this Agreement is found to be illegal
or unenforceable under law, that provision shall be deleted; however,
all other provisions in this Agreement shall not be affected thereby,
and shall remain in full force and effect.
43. FAILURE TO COMPLY
If, in Mykotronx's opinion, Seller fails to comply with any of the
Purchase Order/ Agreement requirements, Mykotronx shall provide a
written notice of the perceived infraction providing a full description
and circumstances surrounding the perceived infraction and provide
Seller with a ten (10) day advance notice ("Notice Period") of such
perceived infraction giving Seller twenty (20) days from the expiration
of the Notice Period or other such time as may be provided by
Mykotronx, to cure the delinquency ("Cure Period"). If at the end of
the Cure Period, Seller has not corrected the perceived infraction,
Mykotronx may exercise its right to terminate the Purchase
Order/Agreement for default or invoke applicable warranties for
nonconformance. In lieu of this, however, Mykotronx may waive the
Seller deficiency and in return, Seller agrees to negotiate an
equitable reduction in the Order price.
44. TERMINATION FOR CONVENIENCE
A. Mykotronx reserves the right to terminate any Purchase Order,
in whole or in part, for its sole convenience. In the event of
such written notice of termination, Seller shall Immediately
stop all work hereunder and shall immediately cause all of its
Sellers and subcontractors to cease work. Mykotronx shall have
the right at its option to require the Seller to transfer
title to and deliver as Mykotronx may direct, any completed or
partially completed supplies (work in progress) and any
materials acquired for the performance of this Agreement. In
such case, Mykotronx shall pay Seller (i) the Purchase Order
price associated with accepted completed supplies, (ii) a
pro-rata portion of the Purchase Order price for partially
completed assemblies, and (iii) manufacturing materials at
cost plus a 10% fee. Packaging and shipping shall be at
Mykotronx expense.
B. Seller shall provide Mykotronx any supporting Information
necessary to document the reasonableness of Seller's
termination for convenience claim. Seller shall not be paid
for any work or costs incurred which reasonably could have
been avoided.
C. Seller shall complete performance of the work not terminated.
D. If the termination involves only services, Mykotronx shall be
obligated to pay only for services performed before the
termination date.
E. Notice of termination shall be in accordance with Clause I of
this Agreement.
F. If Mykotronx terminates any Purchase Order for convenience as
a result of a termination for convenience issued by the
Government, the special term and condition (Federal
Acquisition Regulation clause) relating to termination for
convenience shall apply in lieu of this clause.
45. TERMINATION FOR DEFAULT
A. Mykotronx may, without liability and in addition to any other
rights or remedies provided herein or by law, terminate any
Purchase 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 other Purchase Order provision.
Mykotronx's right to terminate for default may be exercised if
Seller does not cure the failure in accordance with Clauses 10
and 43 of this Agreement
B. In the event of such termination, Mykotronx shall have the
right at its option to require the Seller to transfer title to
and deliver as Buyer may direct, any completed or partially
completed supplies and any materials acquired for the
performance of this Agreement in accordance with Section 25. C
or as agreed to by the Parties. Seller shall provide Mykotronx
any supporting information necessary to document the
reasonableness of Sellers termination for default claim.
C. If Mykotronx terminates this Agreement in whole or in part,
Mykotronx 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.
Seller shall not be liable for any additional costs if failure
to perform arises from causes beyond Seller's or Seller's
subcontractors 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 Seller to meet Purchase
Order delivery or other performance requirements.
D. Mykotronx may withhold from any payments due Seller any sum
necessary to protect Mykotronx against any liability or
expenses due to the termination for default.
E. In the event of a partial termination, Seller shall continue
the work not terminated.
F. The rights and remedies of Mykotronx provided by this clause
shall not be exclusive and are In addition to any rights and
remedies provided by law or this Agreement.
G. Mykotronx shall not issue a Termination for Default for a
Force Majeure event.
46. BUYER'S PROPERTY AND INFORMATION
A Seller shall not reproduce, use or disclose any data (such as
drawings or specifications), designs, or other information,
belonging to or supplied by or on behalf of Mykotronx except
as necessary in the performance of this Agreement. Unless
otherwise directed, such data, designs, or other Information,
and any copies, shall be returned to Mykotronx upon completion
of this Agreement. Where Mykotronx's data, designs drawings or
other information are furnished to Seller's for use in the
performance of this Order, Seller shall insert the substance
of this clause in its purchase orders.
B Seller shall not at any time, even after expiration or
termination of this Agreement, use or disclose to any person
for any purpose, other than to perform this Agreement, any
information it receives from Mykotronx in accordance with the
provisions of the Mykotronx, Inc. Non Disclosure Agreement
(Attachment C).
47. INFORMATION DISCLOSED AND/OR DELIVERED TO MYKOTRONX
Any information disclosed or delivered by Seller under this Agreement
shall not be deemed confidential or proprietary unless expressly agreed
upon by the parties in writing. If this Agreement requires delivery of
technical data, software, or other Information that will, in turn, be
furnished under a Government prime contract or subcontract, the special
terms and conditions (Federal Acquisition Regulation and Department of
Defense Federal Acquisition Regulation Supplement clauses) relating to
technical data, software, or other information will apply.
48. AMENDMENTS
No modification, termination, extension, or renewal of any provision of
this Agreement shall be binding upon either party unless made in
writing and signed by an authorized representative of each of the
Parties.
49. WAIVER
No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any prior, concurrent or subsequent breach of
the same or any other provisions hereof. Nor shall it constitute a
course of dealing and no waiver shall be effective unless made in
writing.
50. CONFIDENTIAL INFORMATION
Neither party shall use or disclose to a third party any confidential
information of the other party which has been disclosed to it in
connection with this Agreement including, without limitation, designs,
plans, methods, processes or specifications, provided however, that
Seller has the right to furnish confidential information of Mykotronx
to third Parties if it is needed by such Parties in order to make parts
for the Product, and provided further that the third Parties first
agree in writing to hold such information in confidence and use it for
the purpose of making such parts.
51. ENTIRE AGREEMENT
This Agreement and its attachments constitute the entire agreement
between the Parties regarding the contemplated transactions and
supersede all prior agreements and understandings between the Parties
relating thereto.
IN WITNESS WHEREOF the Parties have caused this Manufacturing Agreement to be
executed as of June 24,2003
SCI Technology, Inc. Mykotronx, Inc.
By: /s/ Xxxxx L, Xxxxxx
-------------------------------- By: /s/ [ILLEGIBLE]
Print Name: Xxxxx L, Xxxxxx -----------------------------------
Title: Manager, Government Contracts Print Name: [ILLEGIBLE]
Title: KIV-7 Contract Administrator
ATTACHMENT B
PRICING SCHEDULE
Mykotronx Ancillary Pricing
Part No. Part Description PRICE
4061244-0701 Lithium Battery $ 6.38
4065536-0701 Crypto Ignition Key $ 9.14
4065537-0501 XXX XX-000 Cable $ 44.01
4065538-0501 DCE RS-232 Cable $ 45.48
4065539-0701 120 AC Power Conv $ 26.14
4065539-0702 220 AC Power Conv $ 27.91
4070531-0501 XXX XX-000 Cable $ 53.21
4070532-0501 DCE RS-449 Cable $ 54.02
4074249-0501 DTE EIA-530 Cable $ 45.32
4074250-0501 DCE EIA-530 Cable $ 45.27
4074281-0501 XXX XX-000 Cable $ 54.60
Applicable KIV-7HSB Prices are Dependent
Upon the Presidio Unit Prices
Unit Price Presidio
$ 2,152.80 $ 800.00
$ 2,183.03 $ 825.00
$ 2,213.25 $ 850.00
$ 2,272.73 $ 900.00
$ 2,302.95 $ 925.00
$ 2,339.03 5 955.00
$ 2,362.43 $ 975.00
$ 2,392.65 $ 1,000,00
$ 2,421.90 $ 1,025.00
$ 2,452.13 $ 1,050.00
$ 2,511.60 $ 1,100.00
$ 2,541.63 $ 1,125.00
$ 2,572.05 $ 1,150.00
ATTACHMENT C
MYKOTRONX, INC. NON-DISCLOSURE AGREEMENT
Under the terms of this agreement, Mykotronx is willing to provide
information to SCI Technology, Inc. 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX
00000 hereafter referred to as "SCI". SCI understands that Mykotronx considers
its information proprietary and valuable, and Mykotronx is willing to make
limited amounts of such information available upon the following terms.
1. For the purposes of this Agreement, "Proprietary Information"
shall mean operational, technical, business strategy or
financial information (1) originated by or otherwise
peculiarly within the knowledge of Mykotronx, (2) currently
protected against unrestricted disclosure to others, Such
information includes but is not limited to information
regarding the KIV Product line.
2. In consideration for the disclosure of Proprietary
Information, SCI agrees to hold Proprietary Information in
trust and confidence for a period of five (5) years from the
date of receipt, will refrain from using the same for any
purpose other than that for which it was provided by Mykotronx
without prior approval of Mykotronx and will exercises the
same degree of care (and not less than reasonable care) that
SCI exercises in the protection of their own proprietary data.
In addition, SCI may not use this information to compete with
Mykotronx for this product line.
3. A recipient of Information hereunder will have no obligation
with respect to any information
(a) know to the recipient without restriction prior to
receipt form the other party,
(b) after substantially the same information is published
or becomes available to others without restriction
through no act or failure to act on the part of the
recipient,
(c) after substantially the same information becomes
available to the recipient from a third party having
no obligation to hold such Information in confidence
or
(d) the transmitting party subsequently designates in
writing as no longer proprietary-
4. Proprietary Information made available in written form by
Mykotronx, shall be marked with the legend "PROPRIETARY
INFORMATION," or an equivalent conspicuous legend. No sheet or
page of any written material will be so labeled which is not
in good faith, believed to contain Proprietary Information. A
recipient of information hereunder will have no obligation
with respect to any portion of any written material which is
not so labeled.
5. Any information disclosed orally or visually shall be
identified as proprietary when offered and reduced to writing
within thirty (30) days thereafter. The oral and/or visual
information shall be protected by the recipient with the same
care as outlined above for written information.
6. This Agreement shall continue in force for a term of one (1)
year from the date shown below, but prior to the expiration of
such term may be terminated at any time by either party giving
thirty (30) days prior written notice to the other party;
provided however, the obligations to protect Proprietary
Information contained herein shall survive such expiration or
termination.
7. No rights or obligation other than those expressly cited
herein are to be implied from the Agreement No license is
hereby granted, directly or indirectly, under any patent,
trademark, copyright or trade secret.
8. The validity and interpretation of the Agreement shall be
governed by the laws of the State of California.
9. This Agreement merges all prior discussion and is the entire
understanding and agreement of the parties relating to
protection of proprietary data. Neither party shall be bound
by any additional nor other representation condition, or
promise except as subsequently set forth in writing signed by
the party to be bound.
SCI TECHNOLOGY, INC
SIGNATURE: ____________________________________
DATE: ____________________________________
Attachment D
Key Personnel/Positions
The following listed people and positions are considered to be Key as defined in
Paragraph 14 of the Manufacturing Agreement.
Key Personnel
SCI Program Manager Xxxxxxx Xxxxxx
Key Positions
SCI Test Engineer
SCI Process Engineer
SCI Materials Planner
SCI FSO
SCI Administrator
[RAINBOW LOGO]
ATTACHMENT E
SUBJECT: QUALITY ASSURANCE REQUIREMENTS FOR M-STD-17
PROCURED ITEMS (Q CLAUSES) REV.A
Approved. T. Ahobell. OA Manager Date: 11 February 2003
1.0 Application, This document establishes the standard quality assurance
(QA) requirements (Q Clauses) for Rainbow Mykotronx-procured deliverable items
such as parts, materials, and/or processes which are applicable to the extent
specified in the procurement document.
Additional requirements may be defined in other specific Project documents
including those that are unique only to that Project.
2.0 Q Clauses Document The attached Q Clauses document lists the various
quality requirements for Rainbow Mykotronx procured items.
The Q clauses are entered on the Rainbow Mykotronx procurement document to
indicate applicable QA requirements to the item being procured.
3.0 Responsibility
3.1 Quality Assurance, Prepares and maintains the Q Clauses document.
Coordinates changes with Project Management, Manufacturing, and Engineering as
appropriate. Reviews procurement documents as necessary and coordinates with
program management applicable Q clause(s) to project procurements. Ensures that
applicable Q-Clauses are included in the procurement document in the performance
of procurement document review.
3.2 Program Management. Ensures that Program Q-Clauses and other
procurement requirements are identified. Coordinate with the Procurement and
Quality other quality requirements for project/program other than that shown on
the Q Clauses document.
3.4 Procurement Organization. Assures that applicable Q-Clauses are
included in the procurement document.
4.0 Changes, QA controls this document Submit recommended changes to the QA
Manager for review, coordination, approval and release.
[RAINBOW TECHNOLOGIES MYKOTRONX LOGO]
QUALITY ASSURANCE REQUIREMENTS FOR PROCURED ITEMS (Q CLAUSES) M-STD-17 Rev.A
--------------------------------------------------------------------------------
Notes: Buyer's acceptance of the procurement document denotes Buyer's agreement
to the Q-Clause requirements annotated on the procurement document.
I. DEFINITIONS
Buyer-Rainbow Mykotronx procurement entity
Vendor/supplier - The legal entity that is the contracting party with
Rainbow Mykotronx with respect to the procurement document. Procurement
document - The purchase order (P.O.) or subcontract between Rainbow
Mykotronx and the vendor/supplier.
Item - The product or service contracted for by the procurement
document.
II Q CLAUSES
Q-1 GENERAL QUALITY REQUIREMENTS (INCLUDE PARAGRAPHS A THROUGH K AS SHOWN BELOW)
Clause Q-1, General Quality Requirements, Subparagraph A, Prohibited Practices
add the following to the end of the Statement; "This clause is limited to repair
actions. Seller may, upon written approval of Rainbow Mykotronx, rework
production items in accordance with Vendor/Supplier's Standard Repair
Procedures."
A) Prohibited Practices:
Unauthorised repairs. Vendor/supplier shall not repair any damaged item nor any
found to be faulty during manufacturing or that it fails to meet Rainbow
Mykotronx specification/drawing requirements, without written Rainbow Mykotronx
approval, except when the nonconformance is minor and material review board
(MRB) authorization has been granted by Rainbow Mykotronx. Vendor/supplier is
not authorized to perform MRB activity on nonconforming material without Rainbow
Mykotronx authorization.
Change in approved drawings, processes, materials, or procedures.
Vendor/supplier shall not change any drawing, process, material (including
subtier supplier parts) or procedure without prior Rainbow Mykotronx written
approval, if such drawings, processes, materials, or procedures were previously
approved by Rainbow Mykotronx as provided for in the Procurement document.
Vendor/supplier shall not change any process, material or procedure from that
used to qualify any item or which was used by Vendor/supplier to become a
qualified source for Rainbow Mykotronx's specification/drawing, without Rainbow
Mykotronx's written approval.
Resubmittal of Rejected Items. Any item rejected by Rainbow Mykotronx and
subsequently resubmitted to Rainbow Mykotronx shall be clearly identified as a
resubmittal item, indicating procurement document number and Rainbow Mykotronx's
reject document number in vendor/supplier's certificate of conformance.
Notification of Facility Change. Vendor/supplier shall not use nor relocate any
production, manufacturing, and/or processing facilities to differ from previous
approval by Rainbow Mykotronx, during performance of word specified in the
procurement document, without previously notifying Rainbow Mykotronx and
according Rainbow Mykotronx an opportunity to examine such facilities for
compliance with procurement quality requirements.
Changing of Test Facility. Vendor/supplier shall not change a test facility nor
use another test facility to meet specification/drawing requirements without
prior Rainbow Mykotronx's written approval, if a specific test facility was
previously approved by Rainbow Mykotronx as provided for in procurement
document.
Change of Management/Ownership. Vendor/supplier shall notify Rainbow Mykotronx
when a significant change in management or ownership has occured.
B) Responsibility for Conformance. Neither surveillance nor inspection and/or
test made by Rainbow Mykotronx or its representatives or U.S. Government
representatives at either Rainbow Mykotronx or vendor/supplier's facilities, nor
vendor/supplier's compliance with all applicable procurement quality
requirements, shall relieve vendor/supplier of the responsibility to furnish an
item that conforms to the requirements of the procurement document.
Vendor/supplier shall control subtier supplier to the extent necessary to
ensure quality requirements specified in the procurement document is satisfied.
Quality requirements shall include, but are not limited to, the following;
subtier preward survey/evaluation, periodic auditing of supplier, implementing a
subtier supplier rating system, ensuring adequate review of procurement
documentation prior to procurements, controlling procurement of critical items
for Vendor/supplier product, inspection of procured items to documented
procedures, and control of nonconforming material, including corrective
action.
C) Rainbow Mykotronx Surveys, Surveillance, Audits and Inspection. Rainbow
Mykotronx has the right to conduct surveys, audits, and surveillance of
vendor/supplier facilities, and those of vendor/supplier subtier suppliers with
prior coordination with vendor/supplier to determine capability to comply and to
verify continuing compliance, with the requirements of the procurement document.
Rainbow Mykotronx has the right to perform inspection at vendor/supplier
facilities, and those of vendor/supplier subtier suppliers with prior
coordination with vendor/supplier, during the period of manufacture and
inspection prior to shipment. Final inspection, and acceptance, shall be
performed at Rainbow Mykotronx's facility, unless otherwise specified in the
procurement document.
Rainbow Mykotronx reserves the right to use Mil Std 105, MiL Std 414 or other
sampling process for the acceptance or rejection of items.
D) Documentation. Rainbow Mykotronx may refuse to accept item if vendor/supplier
fails to submit certifications, documentation, test data or reports specified by
the procurement document. Documentation includes Rainbow Mykotronx source
inspection if such source inspection is performed.
E) Corrective Action Request. When a quality problem exists with any
vendor/supplier item. Rainbow Mykotronx may forward a corrective action request
to vendor/supplier, requiring timely response, that shall include the following
information: analysis of the cause of the problem, statement of the action taken
to prevent recurrence, and the effectivity of the action, When corrective action
is required for U.S. Government source inspected items, vendor/supplier shall
coordinate such action with the U.S. Government quality representative assigned
to administer vendor/supplier facility.
F) U.S. Government Source Inspection. For procurement made under U.S. Government
contracts, the U.S. Government has the right to inspect any and all of the work
included in the procurement document, at vendor/supplier facilities or at
subtier supplier facilities. Vendor/supplier quality control or inspection
system and manufacturing processes are subject to review, certification, and
analysis by authorized U.S. Government representative.
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G) Measuring and Test Equipment. Vendor/supplier shall be responsible for
validating the accuracy and stability of tools gages, and test equipment used to
constrate that any item conforms to the requirements specified by the
procurement document. Documented schedules shall be maintained to provide for
periodic calibration to adequate standards. Objective evidence of calibration
shall be recorded and made available for Rainbow Mykotronx review.
H) Nonconforming Material. Any decision to accept any nonconformance (variance
from Rainbow Mykotronx's drawings and specifications), detected at
vendor/supplier facilities, must be made by Rainbow Mykotronx unless otherwise
specified by the procurement document. Vendor/supplier shall provide for
identification, control and segregation of nonconforming material detected at
vendor/supplier facilities.
I) Inspection Records. Vendor/supplies shall maintain records of all inspections
and test performed on any item delivered to Rainbow Mykotronx. These records
shall identify nonconformance and shall be made available for Rainbow Mykotronx
review.
J) Sample Inspection. Sample inspection plans may be used by vendor/supplier
when tests are destructive, or when the records or inherent characteristics of
the product indicate that a reduction in inspection/testing can be achieved
without jeopardizing product quality. Sample inspection shall be in accordance
with the applicable Rainbow Mykotronx specification. When not specified by
Rainbow Mykotronx, military standard sampling plans (e.g. Xxx-Xxx-000,
Xxx-Xxx-000, or Handbooks H016, H017, or H018) may be used. Other sample
inspection plans shall be approved by the Rainbow Mykotronx prior to their
implementation. All sample inspection plans shall provide valid confidence in
specified quality levels.
K) Vendor/supplier's Basic Certificate of Conformance (C of C). Vendor/supplier
shall provide a certificate of conformance providing: 1) a statement that the
items furnished per the Rainbow Mykotronx procurement document have been
manufactured, tested, and inspected in accordance with the requirements of the
applicable specifications/drawings and the results of such test and inspection
meet the requirements thereof; 2) a statement that Rainbow Mykotronx-required
inspections and tests have been performed utilizing calibrated equipment; and 3)
a statement that all materials used in items meets the applicable
specification/drawing requirements specified by the procurement document.
The CofC shall include vendor/supplier name, actual address where item was
manufactured/tested, item name, vendor/supplier's part number, and
lot/process/batch number, etc. as applicable. The CofC shall also include the
Rainbow Mykotronx's name, part number, specification/drawing number, including
applicable revision designation and procurement document number/revision. The
CofC shall be signed by the vendor/supplier's authorized person and shall
include title of signatory and date. Any certificate not meeting the above
requirements is subject to rejection upon Rainbow Mykotronx's receipt.
Q-2 (A OR B) INSPECTION SYSTEM REQUIREMENTS, NHB5300.4 (1B)
A. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with NHB5300.4 (1B), "Quality Program Provisions for Aeronautical
and Space Systems Contractors."
B. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with NHB5300.4 (1B), "Quality Program Provisions for Aeronautical
and Space Systems Contractors", that have been tailored as specified in the
Rainbow Mykotronx procurement document.
Q-3 (A OR B) INSPECTION SYSTEM REQUIREMENT, MIL-Q-9858A
A. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with MIL-Q-9858A, "Quality Program Requirements".
B. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with MIL-Q-9858A, "Quality Program Requirements", that have been
tailored as specified in the Rainbow Mykotronx procurement document.
Q-4 (A OR B) INSPECTION SYSTEM REQUIREMENTS, NHB5300.4 (1C)
A. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with NHB5300.4 (1C), "Inspection Systems Provisions for Aeronautical
and Space System Material, Parts, Components, and Services."
B. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with NHB5300.4 (1C), "Inspection Systems Provisions for Aeronautical
and Space System Material, Parts, Components, and Services," that have been
tailored as specified in the Rainbow Mykotronx procurement document.
Q-5 (A OR B) INSPECTION SYSTEM REQUIREMENTS (MIL-I-45208)
A. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with MIL-I-45208, "Inspection System Requirements," and a
calibration program that is in conformance with MIL-STD-45662, "Calibration
Systems Requirements".
B. Vendor/supplier shall provide and maintain an inspection system in
accordance with requirement MIL-I-45208, "Inspection System Requirements," and
a calibration program that is in accordance with MIL-STD-45662, "Calibration
Systems Requirements,", that have been tailored as specified in the Rainbow
Mykotronx procurement document.
Q-6 (A,B,C,D,E,F,G, OR H) BUYER SOURCE INSPECTION
SCI Comment: Clause Q-6, Buyer Source Inspection, (Attachment E), Buyer
waives Source Inspection for all items and relies upon Government
Source Inspection for the acceptance for all items sold to the
Government.
Vendor/supplier conformance to Rainbow Mykotronx requirements shall be verified
by Rainbow Mykotronx and shall be performed at vendor/supplier facilities prior
to shipment of items being procured. Vendor/supplier shall provide reasonable
facilities and a copy of Rainbow Mykotronx specification/drawing and procurement
document for Rainbow Mykotronx verification of vendor/supplier conformance to
procurement document and specification/drawing requirements. Rainbow Mykotronx
reserves the right the audit/verify conformance to Rainbow Mykotronx
requirements at Vendor/supplier facility and at vendor/supplier subtier supplier
facilities for any item not manufactured/processed within vendor/supplier
facilities. Rainbow Mykotronx source inspection shall include, but is not
limited to, the following:
- Validation of vendor/supplier automated test programs and procedures to
Rainbow Mykotronx specification/drawing requirements (when applicable).
- Witnessing vendor/supplier performance of acceptance/qualification testing
and inspections to Rainbow Mykotronx specification/drawing requirements.
Vendor/supplier shall perform an additional 1.0 AQL acceptance test/inspection
when vendor/supplier original acceptance testing has not been witnessed by a
Rainbow Mykotronx representative.
- Review of Vendor/supplier acceptance test/inspection data and reports to
verify conformance with Rainbow Mykotronx specification/drawing requirements.
- Review of lot qualification test data to Rainbow Mykotronx
specification/drawing requirements, if applicable.
- Verification of Vendor/supplier packaging and packing of items being procured
to ensure conformance with Rainbow Mykotronx procurement document or
specification/drawing requirements.
[RAINBOW TECHNOLOGIES MYKOTRONX LOGO]
- Verification of item traceability and vendor/supplier certification to ensure
conformance with the Rainbow Mykotronx procurement document of
specification/drawing requirements.
Vendor/supplier shall provide inspection/test data and reports to Rainbow
Mykotronx representative indicating which characteristics, parameters,
dimensions, etc., were actually tested/inspected for validation to Rainbow
Mykotronx specification/drawing requirements.
Vendor/supplier shall notify Rainbow Mykotronx not less than three working days
prior to the time that items are ready for Rainbow Mykotronx source inspection.
After Rainbow Mykotronx source inspection, any rework or test of the item(s),
including any unscheduled or unauthorized entry, such as removal of a panel,
cover, or enclosure shall void the Rainbow Mykotronx source inspections and
vendor/supplier shall request Rainbow Mykotronx source inspection and
vendor/supplier shall request Rainbow Mykotronx to repeat applicable source
inspection steps(s).
A. BUYER IN PROCESS INSPECTION. Vendor/supplier performance of in-process
operations to Rainbow Mykotronx requirements shall be verified by Rainbow
Mykotronx during item manufacture at one or more of the following, as specified
by the document:
1. Prior to encapsulation/conformal coating.
2. Prior to cleaning.
3. Prior to plating.
4. Prior to assembly close-up.
5. Other points specified by the procurement document.
6. Other points specified in the Process Identification Document.
B. BUYER AUDIT/PROCESS VERIFICATION. Rainbow/Mykotronx audit of vendor/supplier
process operations by Rainbow Mykotronx representative shall include, but not be
limited to, the following:
- Verification that vendor/supplier is maintaining a quality assurance
system that has been previously approved by Rainbow Mykotronx.
- Verification that vendor/supplier flow down of requirements to subtier
suppliers is adequate to meet Rainbow Mykotronx requirements.
- Verification that vendor/supplier work instructions are adequate to
ensure implementation of Rainbow Mykotronx requirements.
- Verification that vendor/supplier manufacturing processes are under
control, to ensure product quality, configuration control and
traceability to meet Rainbow Mykotronx requirements.
- Verification that vendor/supplier is maintaining proper control of
nonconforming material and taking corrective action, as required.
C. BUYER PRECAP INSPECTION. Items of this procurement document require precap
inspection by Rainbow Mykotronx subsequent to the 100 percent precap visual
inspection performed by vendor/supplier.
D. BUYER SCANNING ELECTRON MICROSCOPES ANALYSIS. Rainbow Mykotronx approval of
Scanning Electron Microscope (SEM) analysis shall be required for wafer
lots to be incorporated in parts supplied to Rainbow Mykotronx. The SEM
analysis shall be performed by vendor/supplier and must be approved by Rainbow
Mykotronx prior to the incorporation of wafers in parts.
E. BUYER SOURCE SURVEILLANCE
Rainbow Mykotronx shall perform surveillance at vendor/supplier facilities
during the contract period. Surveillance shall be scheduled by Rainbow Mykotronx
and coordination with vendor/supplier prior to implementation. Surveillance
activities shall include, but not be limited to, the following:
- Auditing vendor/supplier's procurement, manufacturing test and inspection,
configuration control, and nonconforming material control procedures and
processes.
- Witnessing of product acceptance qualification testing.
- Review of vendor/supplier's test/inspection data and reports to verify
conformance to procurement document requirements.
F. BUYER SOURCE INSPECTION FOR PROCUREMENT TO ANOTHER CONTRACTOR'S PART
NUMBER/SPECIFICATION. Rainbow Mykotronx source inspection shall consist of
verification of another contractor's inspection data to ensure that item have
met the other contractor's specification requirements when Rainbow Mykotronx
procurement document specifies contractor's part number. Vendor/supplier shall
provide copy of other contractor's source inspection report/data containing
results of other contractor's inspection. Whenever other contractor's source
inspection report/data is/are not available, the vendor/supplier inspection
traveler indicating other contractor's test/inspection acceptance may be used
for verification. Inspection verification review shall be performed at
vendor/supplier facility prior to shipment.
G. BUYER FINAL SOURCE INSPECTION. Items of this procurement require final
inspection by Rainbow Mykotronx quality engineering subsequent to the 100
percent final inspection performed by vendor/supplier.
H. BUYER SOFTWARE AUDITS. Rainbow Mykotronx shall perform audits, review and/or
verification at vendor/supplier facilities during the development and test of
software to be furnished on this procurement.
Q-7. U.S. GOVERNMENT SOURCE INSPECTION (NASA)
All work under the procurement document is subject to inspection and test by the
U.S. Government any time and place. The U.S. Government representative who has
been delegated NASA quality assurance functions for the procurement document
shall be notified immediately upon receipt thereof. The U.S. Government
representative shall also be notified three (3) working days in advance of the
time the items are ready for inspection or test. In the event that the U.S.
Government representative cannot be contacted, Rainbow Mykotronx shall be
notified immediately.
Vendor/supplier without additional charge to the procurement document, shall
provide all reasonably required facilities and assistance for convenience and
safety of the U.S. Government representatives in the performance of their
duties.
Q-8. U.S. GOVERNMENT SOURCE INSPECTION (DoD)
U.S. Government source inspection is required prior to shipment from
vendor/supplier facility. Upon receipt of this procurement document,
vendor/supplier shall immediately notify and provide a copy of the procurement
document to the U.S. Government representative who normally services the
vendor/suppliers facility, so that appropriate planning for U.S. Government
source inspection can be accomplished. If a U.S. representative does not
normally service the vendor/supplier's
8
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facility, the interest Army Navy, Air Force, or Defense Agency inspection office
shall be contacted. In the event that a U.S. Government representative cannot be
contracted, Rainbow Mykotronx shall be notified immediately.
Vendor/supplier, without additional charge to the procurement document, shall
provide all reasonably require facilities and assistance for convenience and
safety of the U.S. Government representatives in the performance of their
duties.
Q-9 (A AND B) RAW MATERIAL DOCUMENTATION REQUIREMENTS
A. Shipment of materials whether raw, semi-finished or finished, shall be
accompanied by a Certificate of Conformance from vendor/supplier, stating as a
minimum:
- the name of location of the raw material manufacturer, as applicable.
- material identification by specification number, and material
condition where applicable.
- a statement of raw material conformance to applicable requirements.
B. All items in Q-9A plus actual chemical/physical test results which
substantiate compliance with the applicable raw material and/or specification
requirements.
Q-10 CONTROL OF PROCESSES.
A process requiring Rainbow Mykotronx approval of processor's facility is being
procured for this order. This facility performing such processes, whether the
supplier's or a subtier to the supplier, must be approved by Rainbow Mykotronx
in advance of actual processing. Rainbow Mykotronx will make available, upon
request, a list of approved process facilities specific to the applicable
processes. A certificate of conformance to the process specification
requirements shall be provided with the shipment.
Q-11 TEST DATA
When Rainbow Mykotronx specification requires test data to be recorded during
performance of acceptance testing a copy of the recorded data, showing evidence
of vendor/supplier inspection and verification of conformance, shall accompany
shipment of items to Rainbow/Mykotronx. Data shall meet the format requirements
of Rainbow Mykotronx specification and, as a minimum, be identified with:
- Rainbow Mykotronx procurement document number and any change notice
number.
- Rainbow Mykotronx specification/drawing number and revision letter.
- Rainbow Mykotronx engineering order(s).
- Part number
- Type of test performed.
- Lot numbers, serial numbers, and/or codes of items tested.
- Total quantity test, quantity accepted and quantity rejected.
- Any codes, key, or other information necessary to interpret
vendor/supplier data.
Q-12 RADIOGRAPHIC INSPECTION
Vendor/supplier must be approved by Rainbow Mykotronx to perform the
radiographic inspection applicable to this procurement document or shall use a
radiographic facility approved by Rainbow Mykotronx. A list of approved
radiographic facilities shall be provided by Rainbow Mykotronx upon request. If
vendor/supplier wishes to use an unapproved facility, prior authorization must
be requested and received from Rainbow Mykotronx.
Unless otherwise specified by the parts specification of procedure applicable to
this procurement document, each radiograph shall, as a minimum comply with
MIL-STD-453, "Inspection, Radiographic," or MIL-STD-883, "Test Methods and
Procedures for Microelectronics". The radiographic film and a copy of the report
shall accompany the shipment of the items to the Rainbow Mykotronx.
Q-13 REQUIREMENTS FOR DISTRIBUTORS
The distributor (a supplier other than the manufacturer) shall identify the
manufacturer and location of manufacturer of each item finished under the
procurement document.
When items are identified by a Rainbow Mykotronx number, the distributor shall
provide complete information as to the original manufacturer and original
manufacturer's part number, lot number, serial number, and/or data code of items
shipped. Such identification shall be submitted with each shipment.
Q-14 SUPPLIER INSPECTION REPORTING REQUIREMENTS
Vendor/supplier shall submit, with each shipment of items, one copy of an
inspection report reflecting 100 percent inspection verification of all drawing
characteristics. The report shall determine each drawing characteristic and
specific the corresponding actual measurement results, except that a check xxxx
will suffice for those dimensions with a total tolerance spread greater than
0.005 inch. True position dimensions of 0.007 inch or less shall be recorded in
the data submitted. Inspection record traceability shall be maintained by either
serializing each item (if allowed) or tag identification. The item
identification is then matched with the corresponding inspection report. A
single inspection documentation record sheet may be used for more than one item
of the same part number. The only exception to the above procedure applies to
items machined under tape-controlled or automatic conditions. In that case, the
100 percent inspection report may be limited to the first and last item procured
from one continuous set-up, and the inspection report shall state that the items
were machined under tape-controlled or automatic conditions. INSPECTION RECORD
EXAMPLE:
Dimension & Tol S/N 001 S/N 002 S/N 003
----------------- ------- ------- -------
..250 -.001/+ .004 .251 .253 .254
If there are more than 25 items of the same part number and if serialization is
not required, the items may be grouped and data recorded as follows:
Dimension & Tol Qty Results
---------------- ------- ---------
..250 -.001/+.004 150 .249/.253
Q-15 (A or B) SUPPLIER QUALITY ASSURANCE PROGRAM REQUIREMENTS. MIL-STD-1535A
A. Vendor/supplier shall provide and maintain a supplier quality assurance
program that is in conformance with MIL-STD-1535A, "Supplier Quality Assurance
Program Requirement"
B. Vendor/Supplier shall provide and maintain a supplier quality assurance
program in accordance with requirements of MIL-STD-1535A. "Supplier Quality
Assurance Program Requirement" that have been tailored as specified in the
Rainbow Mykotronx procurement document.
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Q-16 (A,B,C,D,E OR F) CORRECTIVE ACTION AND DISPOSITION SYSTEM FOR NONCONFORMING
MATERIAL, MIL-STD-1520.
Vendor/supplier shall provide and maintain a corrective action and disposition
program for nonconforming material that is in conformance or with accordance
with MIL-STD-1520,"Corrective Action and Disposition System for Nonconforming
Material" or with tailored requirements of MIL-STD-1520.
A. MIL-STD-1520A
B. MIL-STD-1520A, tailored as specified in the Rainbow
Mykotronx procurement document.
C. MIL-STD-1520B
D. MIL-STD-1520B, tailored as specified in the Rainbow
Mykotronx procurement document.
E. MIL-STD-1520C
F. MIL-STD-1520C, tailored as specified in the Rainbow
Mykotronx procurement document.
Q-17 CALIBRATION SYSTEMS REQUIREMENTS (MIL-STD-45662)
Vendor/supplier shall provide and maintain a calibration program that is in
conformance with Mil-Std-45662, "Calibration Systems Requirements."
Q-18 CONTROL OF TEST SOFTWARE.
Vendor/supplier shall provide and maintain a system for the control of software
used in the qualification/acceptance testing of deliverable hardware, software
and firmware to be furnished on this procurement. Vendor/supplier shall maintain
procedures and test records on items delivered to Rainbow Mykotronx and these
records shall be available for Rainbow Mykotronx review.
Q-19 ELECTROSTATIC DISCHARGE CONTROL.
Vendor/supplier shall provide and maintain a program for electrostatic
discharge (ESD) control for hardware items to be furnished on this procurement.
Rainbow Mykotronx requirements are as specified in the procurement document.
Vendor/supplier electrostatic discharge control program is subject to review and
approval by the Rainbow Mykotronx.
Q-20 SUBCONTRACTOR PRODUCT ASSURANCE REQUIREMENTS.
Vendor/supplier shall provide and maintain a system that assures implementation
of the provisions contained in the applicable product assurance requirements
document and statement of work that is referenced within the procurement
document. The general quality assurance requirements of Q-1 are also applicable
for this procurement.
Q-21 (A OR B) DEFENSE SYSTEMS SOFTWARE DEVELOPMENT (DOD-STD-2167A)
A. Vendor/supplier shall provide and maintain a software development program
which is in conformance with DOD-STD-2167A, "Defense System Software
Development."
B. Vendor/supplier shall provide and maintain a software development program in
accordance with requirements of DOD-STD-2167A, "Defense System Software
Development," that have been tailored as specified in Rainbow Mykotronx's
procurement documents.
Q-22 (A OR B) DEFENSE SYSTEMS SOFTWARE QUALITY PROGRAM(DOD-STD-2168)
A. Vendor/supplier shall provide and maintain a software quality assurance
program that is in conformance with DOD-STD-2168, "Defense System Software
Quality Program."
B. Vendor/supplier shall provide and maintain a software quality program that is
in accordance with requirements of DOD-STD-2168. "Defense System Software
Quality Program," that have been tailored as specified in Rainbow Mykotronx's
procurement document.
Q-23 SOFTWARE DELIVERY DOCUMENTATION.
Vendor/supplier shall deliver documentation of software as specified in the
procurement document. Software documentation shall be sufficient to establish
that:
- All requirements are achieved or waivers submitted.
- Configuration is correct and deliverables are properly identified and
marked.
- Planned level of acceptance is achieved and/or deviations/waivers are
made part of the deliverable documentation package.
- Operating instructions accompanying the developed software are
sufficient to enable loading, initialization, and operation by Rainbow
Mykotronx's personnel.
Q-24. END ITEM DATA PACKAGES.
The following are the minimum Rainbow Mykotronx requirements for data
package contents. Special project requirements in addition to these are
contained in product assurance requirements or statement of work.
1) Format. Table of contents and labeled dividers between sections.
2) Contents. a) As-built vs. as-designed report. b) acceptance test procedure
and data. c) operating time record d) discrepancy documents e)
waiver/deviations, f) identification sheet listings as applicable--unit name,
equipment specification part number, serial number, revision level, contract
number, project name, original vs. retest package, acceptance vs.
qualification data, and review signatures.
Q-25 (A OR B) INSPECTION SYSTEM REQUIREMENT, ISO9001
A. Vendor/supplier shall provide and maintain an inspection system that is in
conformance with ISO9001
B. Vendor/supplier shall provide and maintain an inspection system that is in
conformance ISO9001, that have been tailored as specified in the Rainbow
Mykotronx procurement document.
Q-26 (A OR B) IN-PROCESS DATA
The supplier shall collect data at the various inspection and test points and
furnish monthly reports (Pareto charts, first pass yield, etc) to Rainbow
Mykotronx's in regard to overall product performance.
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
SECTION D - PACKAGING AND MARKING
D.1 Record Plate
A modification record plate to include the serial number, modal, and any
modifications Shall be affixed to each equipment as previously provided Under
MDA904-98-D-C104.
(End of Clause)
D.2 BAR CODES
Bar codes in accordance with MIL-STD-1189 and NSA-2 shall also be printed on
identifying equipment nameplates. The "fail bar Code message for equipment shall
contain the short title, the serial number, sad the National stock Number,
Written approval from the COR is required to modify the bar code contents in
any case where adequate space is not available.
(End of Clause)
D.3 352.247-9003 MARKING AND DOCUMENTS (SEP 1994)
(a) All Contractor-generated technical reports shall bear the statement
"not Realisable to the Defense Technical Information Center per DoD Directive
3200.12."
(b) In addition to the above marking all unclassified technical
reports, photographs drawings, schematics, design circuits and description of
equipment designed and/or produced under the contract shall be marked with the
legend "DISTRIBUTION LIMITED TO U.S. GOVERNMENT AGENCIES ONLY THIS DOCUMENT
CONTAINS NSA INFORMATION (Applicable Date) REQUEST FOR THIS DOCUMENT MUST BE
REFERRED TO THE DIRECTOR, NSA, Where SF Form 298 is required to accompany a
document, the legend shall be entered in Block 12a thereof.
(d) The contractor shall be responsible for inserting the appropriate
application data in the aforementioned legend. This date shall be the date upon
which the document was completed.
(End of Clause)
D.4 352.247-8004 PACKING AND SHIPPING (OCT 1998)
(a) Packing
(1) Material shall be packed by personnel duly cleared for the
level of classification in question, to conceal it properly and to
avoid suspicion as to its contents, and to reach destination in
satisfactory condition. Internal markings or internal packaging will
clearly indicate tile classification. No NOTATION To INDICATE THE
CLASSIFICATION SHALL APPEAR, ON EXTERNAL MARKINGS.
(2) Documents Shall be enclosed in two Sealed envelopes or
covers. Typewritten or printed matter in the contents shall be
protected by a covet sheet or by folding inward to avoid direct contact
with the inner envelope or cover. The inner cover shall be addressed,
return addressed, sealed and marked with the security classification on
front and, back so that the sparking will be easily seen when the outer
cover is removed. Receipt for, if required shall be enclosed
identifying the addressor, addresses, and listing the contents by short
title. The outer envelops or cover shall be of sufficient opaqueness
and density as to prevent the classification marking of the inner cover
from being visible rend shall be addressed, return addressed, and
carefully sealed with no markings or notations.
1
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
(b) Shipping
(1) Classified material shall be shipped in accordance with
the Industrial Security Manual for Safeguarding Classified Material and
Security Guidelines contained in DD Form 254.
(2) Unclassified material shall be shipped in accordance with
the contractor's best commercial practice to insure safe arrival at
destination.
(End of Clause)
SECTION E - INSPECTION AND ACCEPTANCE
E.1. REFERENCED CLAUSES
The following contract clause (a) pertinent to this section, is/are
hereby incorporated
CLAUSE NO. TITLE
---------- ---------------------------------------------------
52.246-02 INSPECTION OR SUPPLIES - FIXED-PRICE (Aug 1996)
52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)
E.2 PRODUCTION EQUIPMENT
The equipment shall be inspected add tested in accordance with the KIV-7HSB
Integration and Operations Manual and the Contract.
(End of Clause)
E.3 Inspection and Final Acceptance
a. Hardware: inspection and final acceptance of all equipment shall be conducted
at the contractor's manufacturing facility in accordance with an approved
Acceptance Test Plan Defense Contract Management Agency (DCMA) will be utilized
on this contract. The Government will provide a copy of the Letter of Delegation
(LOD) to the contractor and the cognizant Government inspection organizations.
b. Review and final acceptance of all data items will be accomplished at the
destination by the Contracting officer or his authorised representative.
c. The KIV-7HSB units shall meet TEMPEST requirements as stated in the item
description and/or Specification. TEMPEST testing shall be conducted in
accordance with an approved TEMPEST test plan. TEMPEST test reports shall be
made available to the Government upon request.
(End of Clause)
E.6 352.248-9005 NOTICE: MATERIAL AND WORKMANSHIP (JUL 1999)
All material incorporated in the work shall be new and the work shall be
performed in a skillful and xxxxxxx like, efficient manner. Both materials and
Workmanship shall be subject to the inspection of the Contracting officer or his
duly authorized representative who may require the contractor to correct
defective workmanship or materials without cost to the Government unless the
contract specifies otherwise.
(End of Clause)
2
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
SECTION F - DELIVERIES OR PERFORMANCE
F.1 REFERENCED CLAUSES
The following contract clauses pertinent to this section is/are hereby
incorporated
CLAUSE NO. TITLE
---------- ----------------------------------------
00-000-00 DELIVERY OF EXCESS QUANTITIES
00-000-00 STOP-WORK ORDER (AUG 1989)
00-000-00 GOVERNMENT DELAY OF WORK (APR.1984)
00-000-00 F.O.B. DESTINATION (NOV. 1991)
SECTION G - CONTRACT ADMINISTRATION DATA
G.4 352,220-9001 CONTRACTOR LIABILITY FOR STATE AND LOCAL TAXES (SEP 1994)
Generally the contractor is liable for payment of state or local taxes
on this contract to the same extant that it would be liable for such taxes on a
contract with a nongovernment entity. Although it may be useful for the
contractor to inform the taxing authorities that the Maryland Procurement Office
(MPO) is a federal government agency, this fact alone does not in and of itself
create a tax exemption for the contractor. While dome transactions undertaken by
the contractor pursuant to this contract may be exempt from a state or local
tax, it is the Contractor's responsibility to identify such exertion under the
applicable statute, and to resolve the applicability of such with state or local
taxing authorities.
(End of Clause)
G.5 352.232-9007 ALLOCATION of CONTRACT COSTS, FIRM FIXED PRICE WITHOUT
PROGRESS PAYMENTS - AWARD (MAR 1998)
Because this contract is supported by two or more fund citations, all
requests for payments end invoices fitted for payment shill allocate costs taxed
on the line item end Accounting Classification reference (ACR) listed on the
order award document. An invoice got properly allocated shall be considered and
improper invoice, under the Prompt Payment Act.
(End of clause)
G.10 352.242-9002 NOTICE CONTRACT ADMINISTRATION FUNCTIONS (MAR 1998)
(a) The Procuring Contracting officer (PCO) will retain all
administration functions under this contract except for those assigned to the
cognizant Defense Contract Management Commend (DCMC) component, is accordance
with part 42 of the FAR, part 242 of the DOD FAR supplement and the FCO's letter
dated 3 Feb. 2003.
(b) The Contractor's 5-position CAGE Code is 65598.
(c) The following administration functions and hereby delegated to the
cognizant DCMC component (see FAR/DFARS references below):
(1) 42.302 (a) (1). Review the Contractor's compensation
structure
(2) 42.302 (a) (5). Negotiate forward pricing rate agreements
(EAR 15.4073)
3
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
(3) 42.302 (a) (9) Establish final indirect cost rates and
billing rates for those contractors meeting the criteria for
contracting officer determination in FAR Subpart 42.7,
(5) 42.302 (a) (16). Monitor the Contractor's financial
condition and advise the contracting officer when it jeopardizes
contract performance,
(6) 42.302 (a) (25). Process and execute novation and change
of name agreements under FAR Subpart 42.12
(7) 42.302 (a) (33). Advise and assist contractors regarding
their priorities and allocations responsibilities and assist
contracting offices in processing requests for special assistance and
for priority ratings for owned capital Equipment.
(8) 42.302 (a) (34). Monitor Contractor industrial relations
matters Under the contract; apprise the contracting officer of actual
or potential labor disputes, and coordinate the remodel of urgently
required material from the strikebound contractor's plant, upon
instinctive from, and authorization of the contracting officer.
(9) 42.302 (a) (49) - Monitor the Contractor's value
engineering program.
(10) 42.302(a) (50). Review, approve or disapprove, and
maintain surveillance of the Contractor's purchasing system (See FAR
Part 44).
(15) 42. 302 (a) (66): Determine that the Contractor has a
drug-free workplace program and drug-free awareness program (See FAR
Subpart 23.5)
(16)242.302 (a)(9). For additional contract administration
functions related to IR&D/B&P projects performed by major contractors,
See 242.771-3(a).
(17) 242.3 02(a) (33). Also perform industrial readiness and
mobilization production planning field surveys and negotiate schedules.
(d) The following contract administration functions (marked (X) when,
applicable) are hereby delegated in Whole or in Part to the cognizant DCMC
component See FAR/DFARS references below):
( ) (1) 42.302 (a) (4). Review any evaluate contractors'
proposals under FAR Subpart 25.8 and, when negotiation will be
accomplished by the contracting officer, furnish comments and
recommendations to that officer.
( ) (2) 42.302(a) (6). Negotiate advance agreements applicable
to treatment of costs under contracts currently assigned for
administration (see FAR Subpart 31.109) Subpart 32.109).
(X) (3) 42.302(a) (26). Perform property administration and
plant clearance (see EAR. Part 45).
( ) (4) 42.302(a) (28). Perform necessary Screening,
redistribution and disposes of contractor inventory
( ) (6) 42.302(a) (31). Perform production support,
surveillance, and status resorting, including timely reporting of
potential and actual slippage in contract delivery schedules.
( ) (7) 42.302 (a) (37). Review and evaluate preservation,
packaging and packing.
4
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
( ) (8) 43. 302 (a) (39), Ensure Contractor compliance with
contractual safety requirements. Note; see DFARS 233.370 for safely
requirements on contracts for ammunition and explosives.
( ) (10) 42.302(a) (60). Cause release of shipments from
Contractor's plants according to the shining instructions. When
applicable, the order of assigned priority shall be followed; Shipments
within the same priority shall be determined by date of the
instructions.
( ) (12) 42.302, (a) (65). Accomplish administrative closeout
procedures (see FAR Subpart 4.604.5).
( ) (13) 43,302 (a). (68) Monitor the contractors compliance
with the requirements of environmental laws including the Resource
Conservation and Recovery Act (RCRA) (42 U.S.C. 001, et.seq.) and other
environmental requirements as specified in the contract (see Part 23).
Responsibilities of the contracting officer shall include
(i) Verification of contractor compliance with
Specification requirement the use of environmentally preferable and
energy-efficient materials and, the use of materials or delivery of end items
with the specified recovered material content, this shall occur as pert of the
quality assurance procedure get forth in Part 46.
(ii) As required in the contract, ensuring that the
contractor complies with the reporting requirements relating to recovered
material content utilized in contract performance. Monitor the contractors
compliance with the requirements of environmental laws including the Resource
Conservation and Recovery set (ECRA) (42 D.S.C. 6901, et. seq.) and other
environmental requirements as specified in the contract (see Part 23).
Responsibilities of the contracting officer shall include
( ) (14) 242.302 (a) (4) Also, review end evaluate
(A) Contractor estimating systems (see FAR 15.407) and
(B) Contractor material management and accounting systems
under 242.72.
( ) (15) 243.302 lal(33) Also perform industrial readiness and
production planning field survey and negotiate schedules.
( ) (17) 242.302(a) (41) The DCMC has responsibility for
reviewing earned value management system (EVMS) plans and verifying
initial and continuing contractor compliance with DoD EVMS criteria as
required by DFARS Earned value management systems 234.005.70.
(End OF Clause)
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.I IMPORTANT NOTICE: UNAUTHORIZED CHANGES
a. The Contractor Shall not accept any instructions issued by any person other
than the Procuring activity CO or COR acting within limits of their authority.
CORs will be designated in writing to the contractor, and scope of their
authority will be set forth therein; and
(End of Clause)
H.2 352.204-9001 DISCLOSURE OF INFORMATION - CONTRACT (SEP 1996)
5
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
(a) DFARB 252.204-7000 and this clause shall govern any disclosure of
information regarding this contract. In using information authorized by this
clause, the contractor (i) shall not disclose any information concerning the
sponsorship of this contract, or (ii) the nature of the Government's interest in
and application of the subject matter of this contract unless this type of
information is expressly allowed to be disclosed by paragraph (b) and/or (c)
below, or by written approval of the cognizant Contracting Officer.
(b) The information listed below may be disclosed in proposals to
United States Government Agencies in response to requests for past performance
assessments: When this information is completed at time of contract award, the
document shall be marked "FOR OFFICIAL USE ONLY." If any of the information
that follows changes in your disclosure, the Contracting Officer must be
notified in writing of the change.
CONTRACT NUMBER: MDA904-03-D0355
CONTRACT TYPE: Firm Fixed Price: ID/IQ
AWARD DATE: (complete at award)________________________
GOVERNMENT CONTRACTING ACTIVITY:
MARYLAND PROCUREMENT XXXXXX
0000 XXXXXX XXXX
XXXX XXXXXX X. XXXXX, XX 00000-0000
ORIGINAL CONTRACT VALUE: NTE
CURRENT OR COMPLETED CONTRACT VALUE: (contractor may update)
_________________
PERIOD OF PERFORMANCE:
COMPETITIVE/NONCOMPETITIVE/FOLLOW-ON (circle, underline or highlight
appropriate description)
PROGRAM TITLE: KIV-7
CONTRACT EFFORT DESCRIPTION: (unclassified - as provided in solicitation
package and completed as part of the award document)
PLACE OF PERFORMANCE: Torrance, CA
POINT OF CONTACT/PHONE NUMBER:
CONTRACTING OFFICER:
PROGRAM MANAGER:
(c) For additional disclosures which require specific prior approval
by the Contracting Officer, once authorization to use any specific information
has been approved by the Contracting Officer, the contractor is authorized to
reuse such specific information without obtaining additional authorizations from
the Contracting Officer. The contractor shall maintain a log of the additional
uses and submit a copy of the log to the Contracting Officer when each
additional disclosure is made.
(End of Clause)
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.3 352.204-9003 CONTRACTOR PERSONNEL CLEARANCES - CONTRACT (OCT 1993)
(a) It shall be the responsibility of the contractor to optimize the
use of currently cleared personnel in completing the requirements of this
contract. In the event that the contractor requires additional personnel
clearances, any delays incurred in the contract program and/or schedule as a
result of the time required to clear such personnel shall be the contractor's
responsibility. Under no circumstances shall the Government recognize a claim
for an equitable adjustment in the contract price and/or schedule as a result of
any delay due to the failure to have properly cleared personnel.
(b) It is understood that the contractor will provide personnel as
suitable replacements on a best efforts basis.
(End of Clause)
H.4 352. 204-9008 CONTROL OF COMMUNICATIONS SECURITY (COMSEC) MATERIAL
(FEB 2002)
6
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
The accountable COMSEC material produced under the contract, or
provided as Government Furnished Property, will be distributed through COMSEC
distribution channels. The contractor shall establish a COMSEC account,
nominate a custodian and alternate custodian and control the material in
accordance with procedures specified in the "NSA Manual 00-0 (XXX
Xxxxxxxxxx XXXXXX Xxxxxx)" dated October 2001. Existing COMSEC accounts
established as a result of previous or other contracts may be used.
(End of Provision)
H.5 352.204-9009 ACQUISITION OF COMSEC EQUIPMENTS, COMPONENTS, AND PARTS
OUTSIDE THE UNITED STATES (OCT 1993)
(a) Definitions.
(1) "COMSEC equipment", as used in this clause, means equipment
designed to provide security to telecommunications by
converting information to a form unintelligible to an
unauthorized interceptor and by reconverting such
information to its original form for authorized recipients;
as well as equipment designed specifically to aid in, or as
an essential element of, the conversion process. COMSEC
equipment is crypto-equipment, crypto-ancillary equipment,
and authentication equipment.
(2) "Component", as used in this clause, means any assembly or
subassembly incorporated directly into an end product. An
assembly is a group of parts, elements, subassemblies and
circuits assembled as a separately removable item of COMSEC
equipment. A subassembly is a major subdivision of an
assembly.
(3) "Part", as used in this clause, means any single,
unassembled element of a major or minor subassembly,
accessory, or attachment which is not normally subject to
disassembly without the destruction or the impairment of the
design use.
(4) "Contractor", as used in this clause, means the supplier of
the end item and associated support items to the Government
under the terms of a specific contract.
(5) "Subcontractor", as used in this clause, means a person or
business that contracts to provide some service or material
necessary for the performance of another's contract.
(6) "Vendor", as used in this clause, means all areas under the
territorial sovereignty of the United States (U.S.) and
the Trust Territory of the Pacific Islands.
(7) "United States", as in this clause, means all areas under
the territorial sovereignty of the United States (U.S.) and
the Trust Territory of the Pacific Islands.
(b) No subcontracts or purchase order which involve design, manufacture,
production, assembly, inspection, or test in a location not in the
U.S. of COMSEC equipment, components, or parts, which are not
covered by a specification or standard shall be made
7
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
under this contract, without the prior written approval of the
contracting officer. The contractor further agrees to include this
clause in any or all subcontracts or purchase orders he may let
pursuant to this contract for COMSEC equipment, components, or
parts, except those subcontracts/purchase orders for which waiver is
required, i.e., non-US sources. The contractor may procure standard
off-the-shelf parts from a distributor located in the United States
regardless of the location of the parts design, manufacture,
production, assembly inspections, or test, providing that the
anonymity requirements of this clause are implemented. Parts used
only in COMSEC equipment are not considered standard off-the-shelf
parts. Under no circumstances shall any custom integrated circuit,
hybrid, multi-chip module or the documentation associated with these
devices or any likeness, thereof, be sent outside the U.S. for
additional processing or assembly. In addition, all, memory devices,
including field programmable gate arrays (FPGAs) with
security-related functions are programmed onshore.
(c) Requests for permission to deviate from the requirements of
paragraph (b) will be handled on a case-by-case basis through the
contracting officer. Each waiver request must provide a strong and
compelling reason why the waiver should be granted in addition to
the benefit the Government would gain by the granting of a waiver.
Furthermore, prior to the approval of any waiver, the contractor
shall demonstrate to the Government through submission of an
acceptable Anonymity Plan (data item DI-MGMT-90051), that procedures
are in place to ensure that the offshore vendor remains unaware of
the relationship between the prime contractor and the Department of
Defense and/or Maryland Procurement Office (MPO). As a minimum, the
following conditions will be imposed if a waiver is granted:
(1) Purchase orders and drawings provided to a subcontractor or
vendor outside the United States shall not carry any
identification that reveals a contractor relationship with
the Department of Defense and the MPO. This restriction
includes the contractor's prime contract number with the
Government and 98230/ONXXXXXX parts identification numbers.
(2) The prime contractor, when required to xxxx items with the
manufacturer's code 98230 or drawing numbers ONXXXXXX, shall
only xxxx these items at a facility located within the U.S.
Marking parts with ON markings and the 98230 code specifies
that the parts are for MPO use only. If parts marked with
the MPO identification code (including rejects and parts not
usable for MPO programs) are allocated for non-MPO programs
for resale to other customers, then markings associated with
the MPO identification code must be removed from the parts
before the parts are sent to non-MPO programs or other
customers.
(3) The Government has the right to an equitable adjustment to
the contract price as consideration for granting approval,
to acquire COMSEC equipment, components and parts from
sources outside the United States (unless the waiver was
granted prior to contract award).
H.0 000-000-0000 NOTICE: CONTRACT ADMINISTRATION MD CLOSEOUT GUIDANCE
(JUL 2001)
8
ATTACHMENTS F and C - ID/IQ CONTRACT FLOWDOWNS
The following guidance is provided for your use in administering and
closing out the contract. When the contract is complete, the contractor shall
initiate final accounting and disposition. This shall be done in accordance with
the following instructions. If a portion of the instructions are not applicable
to this contract,
(a) Government Furnished Property/Documents
(1) The cognizant property administration office (Defense
Contract Management Command (DCMC) and/or Office of Naval Research
(ONR) is designated to administer the maintenance by the contractor of
official Government Property Records for all Government property/
documents. See Section G - Contract Administration Data for the
cognizant office of this contract.
(2) The contractor shall Sign (1) copy of the shipping or
inspection document acknowledging receipt of property/ documents and
forward same to the designated property administrator.
(3) At the end of the contract, the contractor shall submit
the Government Furnished Property/Documents Inventory Schedule,
requesting disposition to the cognizant office. The cognizant property
administration office shall then obtain the disposition instructions
from the contracting Officer's Representative (COR), and they will
forward them to the contractor. The Contractor shall provide the
cognizant office with a declaration that all Government furnished
property/documents have been accounted for or expended (disposition is
complete) in the performance of the contract. The cognizant property
administration office will provide the MPO and the COR with the
appropriate releases.
(b) Contractor Acquired Property. At the end of the contract, the
contractor shall submit the Contractor Acquired Property list, requesting
disposition, to the cognizant property administration office. This office will
then obtain the disposition instructions from the COR, and then will forward
them to the contractor. The contractor shall provide the cognizant office with a
declaration that contractor Acquired Property has been dispositioned as
requested. The cognizant property administration office will provide the MPO and
the COR with the appropriate releases.
(c) Plant Clearance. The cognizant property administration office is
automatically delegated plant clearance procedures.
(d) Classified Material/Documents (DD254 on the contract. The
disposition/retention action of classified holding should be initiated pursuant
to paragraphs 5.1 and 5.m of the Industrial Security Manual. The inventory shall
be submitted to the Director, NSA/CSS, ATTN: _____ (the applicable COR with
office designator), 0000 Xxxxxx Xxxx, Xx. Xxxxxx X. Xxxxx, Xxxxxxxx 00000-0000.
After compliance with the COR's disposition instructions, the contractor shall
submit evidence of compliance, certified by the CSSO, to the MPO (ATTN: DA3
_____ (Contracting Officer's name), Maryland Procurement Office, 0000 Xxxxxx
Xxxx, Xx. Xxxxxx X. Xxxxx, Maryland 20755-6000), with a courtesy copy to Q13 and
the COR.
(e) Report of Inventions and Subcontracts (Form DD882). Pursuant to the
Patent Rights Clause of this contract, the contractor shall submit the DD Form
882 to the Director, NSA/CSS (the applicable COR with office designator), 0000
Xxxxxx Xxxx, Xx. Xxxxxx X. Xxxxx, Maryland 20755-6000, with a courtesy copy to
the MPO (ATTN: DA3 _____ (Contracting Officer's name), Maryland Procurement
Office, 0000 Xxxxxx Xxxx, Xx. Xxxxxx X. Xxxxx, Maryland 20755-6000).
(End of Clause)
H.7 352.211-9005 NOTICE: SPECIAL PROVISION FOR LATE DELIVERY (OCT 1993)
9
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
If the Contractor fails to make delivery of the items called for herein
on or before the contractual delivery data without proof of an excusable delay
as defined in the Default provision of this contract, and the Government does
not elect to terminate performance in accordance with the termination provision
of this contract, then the parties shall promptly and in good faith negotiate an
extended delivery schedule in exchange for adequate consideration from the
contractor. Should the parties fail to reach agreement on such a modification,
the Contracting Officer may unilaterally determine what constitutes a reasonable
delivery schedule and the consideration therefore. Failure to agree to such
schedule and consideration shall be a dispute concerning a question of fact
within the meaning of the clause of this contract entitled "Disputes". The
rights and remedies set forth in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this
contract. The primary purpose of this clause is to clarify existing terms of the
contract.
(End of clause)
H.8 352.211-9000 NOTICE: INCORPORATION OF SECTION K BY REFERENCE (AUG 1998)
In accordance with the FAR 15.204-1 (b), Part IV of the Uniform
Contract Format shall not be physically included in the contract, but Section K,
Representations, Certifications, and Other Statements of Offerors (as completed
by the Contractor) shall be deemed incorporated by reference in the contract.
(End of Clause)
H.9 352.227-9000 SOFTWARE REQUIREMENT (AUG 1996)
The Contractor warrants that, to the best of its knowledge and belief,
software provided under this contract does not contain any malicious code,
program, or other internal component (e.g. computer virus) which could damage,
destroy, or alter software, firmware, or hardware or which could reveal any data
or other information accessed through or processed by the software. Further, the
Contractor shall immediately inform the Contracting Officer upon reasonable
suspicion that any software provided hereunder may cause the harm described
above.
(End of Clause)
H.11 352.227-9005 NOTIFICATION OF FOREIGN ORIGIN SOFTWARE AND/OR FIRMWARE (OCT
1999)
Officers/Contractor shall notify the contracting Officer in writing if
any foreign manufactured, developed, maintained and/or modified software and/or
firmware will be used or included in the deliverables under this contract.
Foreign-origin software and/or firmware that is merely a possible candidate for
use under this contract shall also be identified. Notification pursuant to this
clause must include the identity of the foreign source and the nature of the
software application, and is required as soon as there is a reason to know or
suspect foreign origin.
MPO reserves the right to exclude foreign-origin software and/or
firmware from use under contract on a case-by-case basis.
(End of Clause)
H.13 352.244-9000 NOTICE: SUBCONTRACTOR WITH CANADIAN CONTRACTORS (OCT 1993)
Provided the sponsoring Government Activity is not disclosed, the
officer is not prohibited from subcontracting with Canadian Contractors, unless
the work to be performed under any resulting contract is classified in nature.
Federal Acquisition Regulation (FAR), Part 44, Subcontracting Policies
and Procedures, particularly Subpart 44.2 - Consent to Subcontract,
applies.
10
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
In addition to those clauses which the prime contractor is normally
required to insert in subcontracts, the following must be included, as required:
FAR 52.225.13 Restrictions on Certain Foreign Purchases (AUG
1998)
DFARS 252.225-7028 Reporting of Contract Performance Outside the
United States
(End of Clause)
H. 14 352.251-9000 SINGLE-SCOPE BACKGROUND INVESTIGATION (SSBIs) FOR
CONTRACTOR PERSONNEL (JAN 2002)
Under the authority granted to the Agency by OASD (CSI) to outsource
SBBIs for NSA applicants and contractor personnel with critical skills for the
FY2002, the following contractors are under contract with MPO and are
credentialed to provide the SSBI portion of the clearance process to contractor
personnel endorsed by the appropriated Program Office. Contractor personnel
utilizing this process must be endorsed by the appropriate Contracting Officer's
Representative (COR) via a Sponsorship Letter (Form G3542). Contractors choosing
to utilize this process for obtaining SSBIs are responsible for contracting for
the services from either one of the Background Investigation (BI) providers
listed herein. Use of the BI providers services is the responsibility of the
contractor and requires a separate contractual agreement between the contractor
and the BI provider. Contractors may still choose to use Defense Security
Service (DSS) for background investigations, at no cost. All costs charged to
any resultant Agency contract for SSBIs performed by the BI provider shall not
exceed the prices provided below.
MSM Security Sve. ADC, LTD.
Firm Fixed Price
SSBI - 30 Day Delivery $ 1,872.43 $ 1,750.00
SSBI - 60 Day Delivery $ 1,872.43 $ 1,690.00
Labor Hour Rate
Investigator $ 34.85 $ 42.35
Administration $ 44.21 $ 37.00
The Contractor Staff Security Officer (CSSO) determines the 30 or 60
day turnaround time (Based upon geography). The Labor Hour rates are for
cancelled or terminated SBBIs, as determined by $4, the cost of which is not to
exceed cost of a completed SBBI.
MSM Security Services Inc. ADC, LTD
POC: Xx Xxxxxxx/Xxxx Xxxxx POC: Art Xxxxxxx
Phone # 000-000-0000 Phone #: 000-000-0000
In accordance with the contractor's certification in Section
K - Representations and Certifications, the costs of the SSBI in any resultant
contract shall be a(n) ___________ charge.
(End of Clause)
H.15 352.290-9002 TESTING OF ELECTRONIC EQUIPMENT (AUG 1994)
Research, development, test and evaluation by the contractor of
electronic equipment or systems which have the capability to acquire the
contents of communications may be governed by the United States electronic
surveillance laws, including the Foreign Intelligence Surveillance Act of 1978
(FISA), 50 U.S.C. 1801-1810 and Title III of the Omnibus Crime Control and Safe
Streets Act of 1968, 18 U.S.C. 2510-2520. The contractor shall conduct all
testing of electronic equipment
11
ATTACHMENTS F and G - ID/IQ CONTRACT SLOWDOWNS
pursuant to this contract which may acquire nonpublic communications in
accordance with United States law, including specifically the provisions of 50
U.S.C. 1805(f)(1).
(End of Clause)
H.16 352.290-9002 USE OF NON-GOVERNMENT PERSONNEL BY THE MARYLAND PROCUREMENT
OFFICE FOR CONTRACT CLOSEOUT (JUN 2001)
Contractor personnel who have executed a non-disclosure agreement with
this office may administratively handle documentation associated with this
contract for closeout purposes. Your signature on this document constitutes
acknowledgement and acceptance of the Maryland Procurement Office's use of
contractor personnel in the administrative closeout of this contract.
Documentation may include, but is not limited to, proprietary
information, rate information, billing information and supporting documentation.
(End of Clause)
SECTION I - CONTRACT CLAUSES
I-1 REFERENCED CLAUSES
The following contract clause(s) pertinent to this section is/are
hereby incorporated.
CLAUSE NO TITLE
--------- --------------------------------------------------------------
52.202-01 DEFINITIONS (DEC 2001)
00-000-00 GRATUITIES (APR 1994)
52.203-05 COVENANT AGAINST CONTINGENT FEES (APR 1994)
52.203-06 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL
1995)
52.203-07 ANTI-KICKBACK PROCEDURES (JUL 1995)
52.203-08 CANCELLATION, RECISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR
IMPROPER ACTIVITY (JAN 1937)
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN
1997)
52.209-06 PROTECTING THE GOVERNMENT'S INTEREST WHEW SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT
(JUL 1995)
52.211.05 MATERIAL REQUIREMENTS
52.211-06 BRAND NAME OR EQUAL (AUG 1999)
52.211-15 DEFENSE PRIORITY ALLOCATION REQUIREMENTS
52.215-08 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT (OCT 1997)
52.219-08 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2000)
52.222-08 CONVICT LABOR (AUG 1998)
52.222-20 XXXXX-XXXXX PUBLIC CONTRACTS ACT (DEC 1996)
52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1988)
52.223-06 DRUG-FREE WORKPLACE (MAY 2001)
52.223-07 NOTICE OF RADIOACTIVE MATERIALS (JAN 1997)
52.223-14 TOXIC CHEMICAL RELEASE REPORTING (OCT 2000)
52.225-11 BUY AMERICAN ACT-CONSTRUCTION MATERIALS UNDER TRADE AGREEMENT
(MAY 2002)
00-000-00 DISPUTES
00-000-00 BANKRUPTCY (JUL 1995)
00-000-00 CHANGES - FIXED PRICE (AUG 1997
00-000-00 SUBCONTRACTS (AUG 1998]
12
ATTACHMENTS F and G - ID/IQ CONTRACT FLOWDOWNS
00-000-00 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEC 1989)
00-000-00 LIMITATION. OF LIABILITY (FEB 1997)
00-000-00 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
(FIXED-PRICE) (SHORT FORM) (APR 1984)
00-000-00 DEFAULT (FIXED PRICE SUPPLY AND SERVICE) (APR 1984)
52-253-01 COMPUTER GENERATED FORMS (JAN 1991)
252.203.7001 DISCLOSURE OF INFORMATION (DEC 1991)
252.204.7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR
1992)
252.204.7004 REQUIRED CENTRAL CONTRACTOR REGISTRATION (NOV 2001)
252.208.7000 ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE
INSPECTION UNDER THE INTERMEDIATE-RANGE NUCLEAR
FORCES (INF) TREATY (NOV 1995)
252.223.7004 DRUG-FREE WORK FORCE (SEP 1988)
252.225.7009 DUTY-FREE ENTRY - QUALIFYING COUNTRY SUPPLIES (END
PRODUCTS AND COMPONENTS (AUG 2000)
252.225.7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (APR
2002)
252.225.7031 SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992)
252.227.7013 RIGHTS IN TECHNICAL DATA - NONCOMMERCIAL ITEMS (NOV
1995)
252.227.7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND
NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION (JUN
1998)
252.231.7000 SUPPLEMENTAL COST PRINCIPLES (DEC 1991)
252.243.7001 PRICING OF CONTRACT MODIFICATIONS (DEC 1991)
252.243.7003 REQUESTS FOR EQUITABLE ADJUSTMENT (MAR 1998)
252.247.7028 TRANSPORTATION OF SUPPLIES BY SEA (MAY 2002)
252.251.7000 ORDERING FROM GOVERNMENT SUPPLY SOURCES (MAY 1995)
I.4 52.252-02 CLAUSES INCORPORATED BY REFERENCE (FEB 1995)
This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available. Also the full text of a
clause may be accessed electronically at this/these address(es)
FAR: xxxx://xxx.xxxxx.xxx/xxx/
DFARS: xxxx://xxx.xxx.xxx.xxx/xx/xxxx/xxxxx.xxxx
(End of Clause)
SECTION J - LIST OF ATTACHMENTS
X.x LIST OF ATTACHMENMTS
J.1.2 KIV-7HSB Integration and Operation's Manual (Mykotronx Document).
J.1.2 XXX XXX-XXX-00-00, dated 18 February 1998 (previously provided under MDA904-9B-
D-C104).
J.1.3 Contract Security Classification Specification, DD Form 254, dated 13 May 2002,
9 pages
J.1.4 Contract Data Requirements List (CDRL) for the KIV-7HSB, DATED 29 March 2002, 4
PAGES
(END of Clause)
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