Exhibit 10.8
PURCHASE ORDER NO. I BV000
Loral Federal Systems Company
0000 Xxxxxx Xxxxx, Xxxxxxxx. XX 00000
Date: 17 November 1995
Seller: Litronic Industries Payment Terms: Net 30 Days
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Attn: Xx. Xxx Xxxxxxxx
1. PARTIES/TYPE OF CONTRACT
This Firm Fixed Price, Indefinite Delivery Indefinite Quantity Blanket Purchase
Order between Loral Federal Systems - Manassas. (hereafter referred to as
"Buyer") located at 0000 Xxxxxx
Xxxxx, Xxxxxxxx, Xxxxxxxx, and Litronic Industries, (hereinafter referred to as
"Seller") located at 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx is placed on
the basis set forth herein.
The Buyer's procurement representative is the only person authorized to approve
changes to the terms and conditions or the requirements of the Purchase Order.
If the Seller complies with any order, direction, interpretation. approval. or
disapproval, conditional approval, or determination (written or oral), from
someone other than the Buyer's procurement representative, it shall be at
Seller's own risk and Buyer shall not he liable for any increased cost or delay
in performance in accordance with the requirements set forth herein. The Seller
shall ensure that all Seller's personnel are aware of this provision.
Buyer is a signatory to the Defense Industry Initiatives on Business Conduct and
Ethics (DII).
The Seller agrees to indemnify Buyer [or any amounts required to he paid to the
United States Government by virtue of the Seller's violation of Public Law 100-
67') (see FAR 52.203-10(c)). This applies to Purchase Orders over $25,000 or
Purchase Order modifications over $25,000.
2. PRODUCT/SERVICES
Seller will provide articles. services and/or data as set forth in Schedule A
attached hereto.
3. REQUIREMENTS/DATA
This is a rated order certified for national defense use. and Seller shall
follow all requirements of the Defense Priorities and Allocations System
Regulation (15 CFR Part 350). Seller accepts said
rating unless rejected in writing within 10 days if "DO" rating, or S days if
"DX" rating from the date of order receipt.
Government Contract Number: F01620-95-D-0001.
DPAS Rating: None
4. PERIOD OF PERFORMANCE AND/OR DELIVERY SCHEDULE
Work under this Purchase Order shall commence on November 17, 1995 and continue
through November 16, 1997. The Buyer reserves the right to extend this purchase
order for up to six (6) additional consecutive one (I) year periods or any
portion thereof.
All articles, services and/or data shall be delivered to the following Buyer
location unless otherwise specified on the Buyer's Release Order:
Loral Federal Systems Company
0000 Xxxxxx Xxxxx
Xxxxxxxx, Xx. 00000
A. Transportation Routing Guidelines (Continental United States/CONUS): Seller
shall ship according to its best commercial practice. Freight charges are
included in the price of the products and title will pass at the receiving area
of the "Ship to Address" identified on Buyer's blanket release order. If Buyer
directs Seller to ship to an address other than the above stated address, the
Seller is required to provide Buyer with a copy (facsimile or electronic copy)
of the shippers "Xxxx of Lading", signed by the receiving location, and the
corresponding packing slip.
B. Packing Slip
Seller shall submit a packing slip with each shipment of supplies against this
Purchase Order/Release. At a minimum. the packing slip shall contain the
following information:
1) The Governments Delivery Order Number
2) Loral's Purchase Order Number/Release Number
3) Itemized list of supplies within the shipment
4) List of back-order items remaining to be delivered
5) Date of shipment
5. CONSIDERATION AND PAYMENT
SELLER'S OBLIGATION
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During the period of performance. Seller agrees to provide such services, data
or articles as Buyer may, from time to time, order during the life of this
Purchase Order at such prices or rates as identified in Schedule "A".
RELEASES
Releases against this Purchase Order shall be made on LFSC's standard order
release form, issued in numerical sequence, referencing this Purchase Order
number. Buyer shall be obligated only to the extent of such Releases as are
actually issued against this Order.
PRODUCT COMMITMENT AND PREFERENTIAL PRICING
(a) In consideration for the prices quoted, Buyer hereby agrees that all PCMCIA
Reader/Writers required and ordered by the Buyer for the DMS Program will be
provided by the Seller. This exclusivity is valid fur two (2) years from the
date of this purchase order and may be extended on a year by year basis at the
option of the Buyer.
(b) Notwithstanding subparagraph (a) above, Buyer may procure and sell
alternative or substitute PCMCIA Reader/Writers for the DMS Program in the
following circumstances: (1) if Seller's product is no xxxxxx technically
compliant or market price competitive; (2) when required to do so by Buyer's
prime contract; or (3) when requested to do so by the Government. In the event
of circumstances (1). (2). or (3) above. Buyer will provide Seller the
opportunity to demonstrate to Loral that Seller's PCMCIA Reader/Writers will
provide the Government with the overall best value.
6. INVOICING
All invoice originals and one copy shall be submitted to the following
Loral Federal Systems Company (LFSC)
XX Xxx 000
Xxxxxx, XX 00000-0000
Attn: Accounts Payable
INVOICES
Each invoice submitted for payment shall indicate complete Purchase Order and
Release number and be set up in accordance with the items specified in the
release issued against this Blanket Purchase Order. Payment terms are Net 30
Days from receipt of invoice at the above address.
7. TERMS AND CONDITIONS
This Purchase Order is subject to the following terms and conditions:
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LFS Terms and Conditions Litronic/DMS, November 10, 1995
Confidential Disclosure Agreement (CDA) Nu. 348-XX and Supplements issued
thereunder.
8. SPECIAL PROVISIONS
8.1 WARRANTY
The Seller shall provide its commercial warranty for a period of one (1) year
for products delivered under this purchase order. Warranty will start 30 days
after receipt of the product. Seller agrees to pass its warranty through to the
Buyer, the Buyer's maintenance provider, and the Government.
Product found defective during the warranty period will be returned to the
Seller at Seller's expense. Product return shipments shall require Seller to
provide a return authorization number to the Buyer or Buyer's authorized
representative prior to shipment.
Defective product returned to Seller for warranty repair, shall be repaired or
replaced at Seller's option, and returned to the Buyer no greater than 30 days
from receipt of malfunctioning product at Seller's facility.
8.2 PRICE PASS THROUGH TO MAINTENANCE PROVIDER
The Seller shall provide the products listed in Schedule "A" of this purchase
under directly to Buyer's Maintenance Provider at the prices contained within
this purchase order.
8.3 COMMERCIALLY AVAILABLE NEW HARDWARE MODELS AND VERSIONS OF COMMERCIAL
SOFTWARE
For each new commercially released hardware and software component currently
included in the approved product baseline. the Seller shall notify the Buyer in
writing within 45 days of the new release for possible incorporation into the
product baseline.
Seller agrees to continue to provide on 3.5" diskettes, the latest released
versions of all cryptologic libraries and device drivers as applicable to CIPG
1.5 for the following software/hardware platforms and others as required and
made available.
Operating System Hardware Platform
------------------------------------------------------------------------------
MS Dos 6.2 386+ (ie. 3896,486,586, etc.
------------------------------------------------------------------------------
Widows 3.11 386+
Windows for Workgroups 3.11 using MS DOS 6.2
------------------------------------------------------------------------------
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SCO Open Server 3.0 386+
------------------------------------------------------------------------------
Secureware SCO -SCO CMW+ 2.4 386+
------------------------------------------------------------------------------
Windows NT Client 3.51 386+
------------------------------------------------------------------------------
Windows NT Client 3.51 IBM Power PC
------------------------------------------------------------------------------
Windows NT Server 3.51 386+
------------------------------------------------------------------------------
Windows NT Server 3.51 IBM Power PC
------------------------------------------------------------------------------
Windows NT Client 3.51 DEC ALPHA
------------------------------------------------------------------------------
Windows NT Client 3.51 MIPS
------------------------------------------------------------------------------
MAC OS 7.5 68020+
------------------------------------------------------------------------------
HP/UX 9.04 and 9.05 PA-RISC
------------------------------------------------------------------------------
HP/UX 10.0 PA-RISC
------------------------------------------------------------------------------
8.4 COMMERCIAL NON-AVAILABILITY OF HARDWARE AND SOFTWARE COMPONENTS
For any occurrence of commercial non-availability of a commercial component
currently included in Seller's products identified on Schedule A, the Seller
shall propose in writing within 15 calendar days, a substitute commercial
component(s) (if available) for incorporation into the product baseline. If
there is no substitute commercial component available, the Seller shall propose
a solution that maintains the approved functional baseline and results in
minimal impact to the remaining commercial components currently included in the
approved product baseline.
8.5 CONFIGURATION CONTROL
Seller shall not make changes to the configuration of any items contained within
Schedule A that affect form, fit or function of the product without the prior
written approval of the Buyer. Any proposed changes to form, fit or function
shall require that Seller advise Buyer in writing including a detailed
description of the change with anticipated performance impact.
8.6 REPLACEMENT OF PRODUCTS
The Buyer reserves the right to require the Seller to replace any product(s)
which has been submitted for repair service three times in any six month period,
excluding repairs due to Buyer or Government fault or negligence. The Buyer
shall bear no additional cost for such replacements. All replacement products
shall have a new serial number and include a product warranty.
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8.7 END-OF-LIFE NOTIFICATION
Seller shall notify Buyer ninety (90 days in advance of Seller's decision to
terminate the production or availability of any products provided under this
purchase order. All new products for consideration by Buyer shall he forwarded
as a notification package which shall include a product overview and technical
specifications and if available, sample product for acceptance testing.
Seller's notification shall include: Manufacturer s part number, new pan
number, last date to order, last date of delivery, reason the product is being
obsoleted.
8.8 FAR 52.245-2 GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS)
Government Property clause FAR 52-245-2 is incorporated herein by this
reference. Seller is not authorized to acquire and/or fabricate any Special
Tooling or Special Test Equipment during the performance of this contract.
8.9 VIRGINIA EXEMPTION-RESALE
This purchase order is exempt from sales tax due to resale: Loral Federal
Systems Company Virginia account number 001617306-1.
9. ORDER OF PRECEDENCE
In the event of an inconsistency in this Purchase Order, unless otherwise
provided herein, the inconsistency shall be resolved by giving precedence in the
following order: a) Purchase Order Including Special Provisions b) LFS Terms
and Conditions e) All other documents
10. ACCEPTANCE
This Purchase Order is the entire agreement between Buyer and Seller. It
supersedes all prior agreements, oral or written and all other communications
relating to the subject matter of this Purchase Order.
Any terms contained in Seller invoices, acknowledgments, shipping instructions
or other forms that are inconsistent with or different from this Purchase Order
shall be void and of no effect.
This Purchase Order is executed in duplicate originals as of the date specified
on page one.
Please sign and return this Purchase Order to Buyer within ten (10) working days
after receipt.
LFS - Manassas Litronic Industries
0000 Xxxxxx Xxxxx 00000 Xxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000
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/s/ XXXXX X. XXXXX /s/ XXXXX X. XXXXXXXX
--------------------------------- ---------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxx
/s/ Sr. Contracts Administrator /s/ Director Business Development
--------------------------------- ---------------------------------
Nov 17, 1995 Nov 17, 1995
--------------------------------- ---------------------------------
Date Date
/s/ XXXX XXXX, PRESIDENT & CEO
---------------------------------
Xxxx Xxxx, President & CEO
Nov 17, 1995
---------------------------------
Date
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LFSC TERMS AND CONDITIONS
LITRONIC / DMS, November 17, 1995
1. AGREEMENT DOCUMENTS
This Purchase Order (PO) and any attachments are the complete agreement between
Buyer and Seller. Additional provisions contained in any attachment shall apply
in addition to and take precedence over provisions set forth herein. No other
document, including Seller's proposal, quotation or acknowledgment forms, shall
be a part of this agreement, even if referred to, unless specifically agreed to
by Buyer in writing. No right that Buyer has regarding this PO may be waived or
modified except in writing by Buyer.
2. TERMS OF PAYMENT
Terms of payment and discount arrangements agreed upon must appear in this PO.
Calculations shall be from the date Buyer receives an acceptable invoice.
3. PACKAGES
Packages/shipping documents must bear Buyer's PO number, line item number and
show quantity or gross and net weights.
4. TRANSPORTATION
Routing - As indicated in Transportation Routing Guidelines in this PO
F.O.B. - Unless otherwise specified, ship collect F.O.B. origin.
Prepaid Transportation - (when specified) Charges must be supported by a paid
freight xxxx or equivalent.
Cartage - No charge allowed unless authorized by Buyer
Premium Transportation - No charge allowed unless authorized by Buyer
Insurance - No charge allowed unless authorized by Buyer
Consolidation - Unless otherwise instructed, consolidate all daily shipments to
one destination on one xxxx of lading.
5. SELLER PERFORMANCE
Deleted
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6. INSPECTION OF GOODS
Buyer may return product(s) that do not conform to its specifications, as agreed
to by the Seller, and/or are not free from defects in materials and workmanship.
Buyer will obtain Seller return authorization prior to returning non-conforming
products. Payment shall not constitute an acceptance of the goods nor impair
Buyer's right to inspect or any of its remedies.
7. GOVERNING LAW
New York law shall govern this PO. However, all Federal clauses contained in
this PO or incorporated by reference shall be construed and interpreted in
accordance with Federal law including, but not limited to, burden of proof and
calculation of damages.
8. COMPLIANCE WITH LAWS AND REGULATIONS
Seller shall submit all certifications required by Buyer under this PO and shall
at all times, at its own expense, comply with all applicable Federal, State and
local laws, ordinances, administrative orders, rules or regulations.
9. GIFTS
Seller shall not make or offer a gratuity or gift of any kind to Buyer's
employees or their families. Seller should note that the providing of gifts or
attempting to provide gifts under government subcontracts may be a violation of
the Anti-Kickback Act of 1986 (4 U.S.C. 51-58).
10. TAXES
Seller shall pay all sales and use taxes, including personal property taxes, if
any, unless otherwise agreed in writing.
11. PRICE
If price is not stated in this PO, Seller agrees that the rates and charges
under this PO shall not exceed those offered to others for similar work,
services, or products.
12. RESERVATION OF RIGHTS
Buyer's failure to enforce at any time or for any period any one or more of the
terms of this PO shall not be a waiver of them or of Buyer's right to enforce
all terms and conditions of this PO. If any provision of this PO is held to be
invalid, illegal or unenforceable by a court of competent jurisdiction, the
validity, legality, and enforceability of the remaining provisions shall remain
in full force and effect.
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13. NOTIFICATION OF CONFLICTS
The Seller shall notify the Buyer immediately, in writing, of any conflicts
(obvious, apparent or potential) between any of the documents specified herein.
Recommendations for correction, or resolution of conflict shall accompany such
notification. Correction and/or clarification of any of the documents specified
herein shall be done between the parties in writing, and no implementation of
such correction, resolution, clarification or interpretation shall be
accomplished without Buyer's written authorization.
14. BUYER FURNISHED DATA AND MATERIALS
All data and materials furnished by Buyer to Seller under this PO including
drawings, specifications and written information and Buyer-owned parts and/or
Buyer-owned tools and equipment shall be used solely for the work to be
performed under this PO. Seller shall repair and maintain all tools at its own
expense unless agreed to otherwise. Seller agrees to promptly return all such
data and materials upon completion of the work or termination of this PO. Seller
agrees to return all materials in the same condition as delivered to Seller,
reasonable wear and tear excepted.
15. NOTICE OF DELAY
Seller agrees to immediately notify Buyer in writing of any actual or potential
delay in Seller's performance under this PO. Such notice shall, at a minimum,
describe the cause, effect, duration and corrective action proposed by Seller to
address the problem. Seller shall give prompt written notice to the Buyer of all
changes to such conditions.
16. PUBLICITY
Seller shall not, without first obtaining Buyer's prior written consent,
advertise or otherwise disclose or publish the fact that Seller has furnished or
agreed to furnish goods or services to Buyer under this PO. The Seller further
agrees to include this or an equivalent provision in any subcontract awarded as
a result of this PO.
17. CONFIDENTIAL INFORMATION
Seller shall not at any time, even after the expiration or termination of this
PO, use or disclose to any person for any purpose other than to perform this PO,
any information it receives, directly or indirectly from Buyer in connection
with this PO, except information that is or becomes publicly available, or is
rightfully received by Seller from a third party without restriction. Upon
request by Buyer, Seller shall return to Buyer all documentation and other
material containing such information.
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To the extent that seller discloses to the buyer any information that it deems
to be confidential or proprietary, such disclosure must be done pursuant to, and
shall be governed by, the separately negotiated Confidential Disclosure
Agreement between the parties.
18. PATENTS AND COPYRIGHTS
Seller shall settle or defend, at its expense, and pay all finally awarded
costs, fines, attorney fees and damages (including royalties for semiconductor
chip products), resulting from all proceedings or claims against Buyer, its
parent, its subsidiaries and affiliates and their respective customers, for
infringement by the goods furnished under this PO, or by any use thereof, of
patents (including utility models and registered designs), copyrights, and
protection provided for semiconductor chip products (or similar intellectual
property rights), now or hereafter existing in the United States and any other
country where Seller, its subsidiaries or affiliates have furnished or furnish
similar goods. Seller shall notify Buyer if Seller is or becomes aware of any
right of, or protection accorded to a third party as set forth above that might
affect Seller's ability to provide goods under this PO or limit Buyer's freedom
to use or sell such goods anywhere in the world. Buyer shall provide notice to
Seller of any such proceeding or claim of which it becomes aware. Buyer may
actively participate in any such proceedings at its own expense. Seller shall
have no liability for the combination of the goods furnished hereunder with
apparatus not provided or proposed by Seller, or for required compliance by
Seller with written specifications furnished by Buyer if such infringement
cannot be avoided by the Seller in complying with such specifications. This
provision states the entire rights and obligations of the Seller and Buyer
regarding infringement and shall survive expiration or termination of this PO.
19. EXPORT OF TECHNICAL DATA
Seller shall not, nor shall Seller authorize or permit its employees, agents or
subcontractors to disclose, export or re-export any Buyer information, or any
process, product or service that is produced under this PO, without prior
notification to Buyer and complying with all applicable Federal, State and local
laws, regulations and ordinances, including the regulations of the U.S.
Department of Commerce and/or the U.S. Department of State. In addition, Seller
agrees to immediately notify Buyer if Seller is listed in the Table of Denial
Orders published by the Department of Commerce, or if Seller's export privileges
are otherwise denied, suspended or revoked in whole or in part.
With respect to Seller's products, Buyer agrees to comply with all applicable
United States export laws and regulations.
20. INDEMNITY
Seller shall indemnify and defend Buyer against all claims, demands, actions,
suits, or causes of action arising from any act or omission of Seller, its
agents, subcontractors or employees in the performance of any of its obligations
under this PO.
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21. INDEPENDENT CONTRACTOR
Seller is and shall remain an independent contractor with respect to all
performance rendered under this PO. Neither Seller nor any employee of Seller
shall be considered an employee or agent of Buyer for any purpose. Seller and
its employees shall have no authority to bind or make commitments on behalf of
Buyer for any purpose and shall not hold itself or themselves out as having such
authority. Seller assumes full responsibility for its actions and the actions of
its personnel. Seller shall have sole responsibility for the supervision, daily
direction and control, payment of salary (including withholding of income taxes
and social security), worker's compensation, disability benefits and the like of
its personnel. Seller assumes full responsibility for the acts of all of its
subcontractors.
22. ASSIGNMENT
Seller may not assign this PO without Buyer's specific written permission. Any
attempt by Seller to assign any of the rights, duties or obligations under this
PO is void.
23. SUBCONTRACTORS
Seller shall not subcontract the work to be performed under this PO without
Buyer's consent in writing, but Seller may purchase goods and services it
normally purchases to perform the work.
24. DISPUTES
Any dispute under this PO which is not settled by agreement of the parties may
be settled by appropriate legal or equitable proceedings before any court of
competent jurisdiction. It is understood and agreed that if any such dispute is
litigated, it shall be for the purpose of obtaining a judicial determination of
the question of law and/or fact, which is fair and reasonable; provided,
further, that pending resolution of any such dispute by settlement or final
judgment (including disputes not yet in litigation), Seller shall proceed in
accordance with Buyer's written directions.
25. DEPARTMENT OF DEFENSE EMPLOYEES
Seller warrants that no individual who is a former officer or employee of the
U.S. Department of Defense (DoD) who (a) left DoD service on or after April 16,
1987, and (b) served in a civilian position for which the rate of pay is equal
to or greater than the minimum rate of pay for Grade GS-13; or served in the
Armed Forces in a pay grade of 0-4 or higher, shall be employed or compensated
for services rendered under this PO within two years after they left service in
DoD, without specific written approval by Buyer. If Seller requests such
approval, Seller shall provide Buyer with any information needed to comply with
10 USCA 2397 (b) and (c).
26. WAGES AND HOURS
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Seller shall maintain Worker's Compensation or Employers' Liability Insurance in
statutory amounts. Seller warrants that in the performance of this PO, Seller
has complied with ail of the provisions of the Fair Labor Standards Act of 1938
of the United States, as amended.
27. MINORITY AND WOMEN-OWNED BUSINESSES
Seller represents to Buyer that it has an active program to provide
opportunities for participation in its procurement process to minority and
women-owned businesses.
28. LIMITATION OF LIABILITY
Other than as expressly stated in this PO, Buyer shall not be liable for any
consequential (including lost profits or savings) or incidental damages based on
any breach or default of this PO.
29. INDEMNIFICATION FOR DEFECTIVE COST OR PRICING DATA
Seller agrees to furnish Buyer cost or pricing data under this PO if this PO
exceeds the established threshold or if otherwise requested by Buyer and also
agrees to furnish Buyer cost or pricing data for all modifications to the PO
involving aggregate increases and/or decreases in costs, plus applicable profits
exceeding the established threshold unless the price is (1) based on adequate
price competition; (2) based on established catalog or market prices of
commercial items sold in substantial quantities to the general public; or (3)
set by law or regulation. Seller agrees to furnish Buyer all information
required by Buyer to support any claimed exemption. In addition, if Seller is
required to furnish Buyer cost or pricing data under this PO, Seller agrees that
FAR Part 31, "Contract Cost Principles and Procedures" shall apply.
If Seller furnishes Buyer cost or pricing data and if Buyer's Customer (the U.S.
Government, Government prime contractor or a Government subcontractor)
determines that the price of Buyers contract with the Customer is reduced
because such price was overstated due to the Seller or any of Seller's lower
tier subcontractor's furnishing to Buyer cost or pricing data that was not
accurate, complete and current, then in addition to any other remedy provided by
law or under this PO, Seller agrees to indemnify and hold Buyer harmless to the
full extent of any loss, damage or expense resulting from such failure.
30. TERMINATION FOR CONVENIENCE
Buyer shall have the right to terminate this PO in whole or in part for
convenience regardless of dollar value in accordance with the provisions of FAR
52.249-2 (Fixed Price) or 52.249-6 (Cost Reimbursement) specifically
incorporated herein by reference, modified, however, by deleting paragraph (c)
or (d) and (I) thereof and further modified by deleting all references to one
(1) year as specified in paragraph (d) or (e), substituting therefor the period
of six (6) months.
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Title to all complete work and work in process under this PO shall pass to Buyer
immediately upon receipt by the Seller of Buyer's Notice of Termination, or as
otherwise directed by Buyer.
Buyer's right to terminate for convenience is available when the Buyer's
customer terminates Buyer's prime contract in whole or in part such that the
Seller's scope of work under this subcontract is eliminated from Buyer's prime
contract in whole or in part.
31. TERMINATION FOR DEFAULT
Buyer may, at its option, terminate all or part of this PO upon thirty (30) days
written notice in the event that (a) Seller fails to deliver in accordance with
the delivery requirement set forth in the PO; (b) the articles, services and/or
data delivered fail to conform to any provision or requirement of this PO; (c)
Seller so fails to make progress as to endanger performance of the PO; (d)
Seller's financial condition becomes unsatisfactory to Buyer; (e) Seller
otherwise breaches or defaults in the performance of any provision or
requirement of this PO. During the notice period, Seller has the opportunity to
cure and/or propose corrective actions that would result in satisfactory
performance on the contract. Acceptability of any such proposal shall be at the
sole discretion of the Buyer. Any corrective action proposal shall be completed
and presented to Buyer within 10 days of notice.
Upon receipt of such termination notice, Seller shall advise Buyer of the extent
to which performance has been completed through such date and if required by
Buyer, Seller shall deliver in a manner prescribed by Buyer whatever articles
and/or data exist. Seller shall be paid only for work received and retained by
the Buyers subject to a setoff and/or payment to Buyer of damages or losses
incurred by Buyer.
- If after termination, it is determined that the Seller was not in default, or
that the default was excusable, the rights and obligations of the parties shall
be the same as if the PO has been terminated for convenience.
32. SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT
Seller shall not incur any liability or cost for Special Tooling and Special
Test Equipment until and unless Buyer has notified Seller in writing that
consent to acquire -- or fabricate Special Tooling and Special Test Equipment
has been obtained.
Acquisition of Special Tooling and Special Test Equipment, if any, will be in
accordance with FAR 52.245-17 and 52.245-18, respectively, and any additional
terms as may be stated in this PO.
33. APPROVALS BY BUYER
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Whenever the PO provides for submittal of preliminary design, components or
other items for review by Buyer, such approval or concurrence shall not be
construed as a determination by Buyer as to the adequacy of said design,
component or item, nor as an agreement that the designs, components, or
items satisfy the requirements of this PO. Such approval or concurrence is
solely for the purpose of ensuring Buyer's awareness of Seller's general
approach and progress in meeting the requirements under this PO.
Notwithstanding, Seller remains responsible for correcting any errors or
deficiencies existing in the submitted design, component, or other items
and for meeting all requirements of this PO.
34. RESIDENCY OF PERSONNEL
In order to assess Seller's performance under this PO, Buyer may station
technical or other personnel at Seller's facilities. Seller agrees to make
available to Buyer's personnel all reasonable assistance including office
equipment, space and clerical help at no additional cost to Buyer.
35. NOTIFICATION OF DEBARMENT/SUSPENSION
By acceptance of this PO either in writing or by performance, Seller
certifies that as of the date of award of this PO neither the Seller, nor
any of its principals, is debarred, suspended, or proposed for debarment by
the Federal Government. Further, Seller shall provide immediate written
notice to the Buyer in the event that during performance of this PO the
Seller or any of its principals is debarred, suspended, or proposed for
debarment by the Federal Government.
36. QUALITY ASSURANCE
The Buyer, and/or personnel authorized by Buyer, shall have the right, at
all reasonable times, to visit Seller's facilities or such parts thereof as
may be engaged in work relating to this PO in order to verify that Seller's
performance is in accordance with all requirements of this PO. In addition,
the Buyer, and/or personnel authorized by Buyer, shall have the right, at
all reasonable times, to visit the facilities of the Seller's lower-tier
subcontractors or such parts thereof as may be engaged in work relating to
this PO. The Seller shall include a like provision in all related lower-
tier subcontracts. Nothing herein shall give the Buyer the right to issue
direct orders or instructions to Seller's lower-tier subcontractors. Seller
shall be furnished prior notice of any planned visit.
37. CHANGES
Buyer may at any time by written order, make changes within the general
scope of this PO including but not limited to the following: (i) drawings,
designs, or specifications; (ii) method of shipment or packing; (iii) place
of inspection, delivery or acceptance; and
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(iv) the amount of Buyer or third party furnished property. If such changes
cause an increase or decrease in the cost of or the time required for the
performance of any part of the work under this PO, whether changed or not
changed by any such written order, an equitable adjustment shall be made in
the price or delivery schedule or both and the PO shall be modified in
writing accordingly. Any claim for equitable adjustment by the Seller under
this clause must be asserted within 30 days from the date of receipt by the
Seller of the notification of change. Where the cost of property made
obsolete or excess as a result of a change is included in Seller's claim
for equitable adjustment pursuant to this clause, Buyer shall have the
right to prescribe the manner of disposition of such property. Failure to
agree to any equitable adjustment shall be a dispute concerning a question
of fact within the meaning of the "Disputes" provision of this PO.
38. FEDERAL ACQUISITION REGULATION REFERENCES
The text of all FAR/DFAR/NASA clauses referred to in this PO shall be that
in effect on the date of the prime contract or if no prime contract number
is cited, text shall be that in effect on the date of this PO. The
following FAR, DFAR and NASA clauses are incorporated by reference and
Seller agrees that the following definitions shall apply in interpreting
these provisions, except where the context requires different construction:
"Government" shall mean Buyer, "Contracting Officer" shall mean Buyer's
Procurement Representative and "Contractor" shall mean Seller. The above
definitions shall apply except for those clauses concerning audit and
access to records where the Seller has expressly denied Buyer access.
To the extent that a clause incorporated by reference below by its nature
or terms is meant to apply only to work performed on a fixed price or cost
reimbursement basis, then such clause shall only apply to fixed-price or
cost reimbursable efforts under this PO, as applicable. Similarly, to the
extent that a clause incorporated by reference below by its nature or terms
is meant to apply only to the provision of supplies or the provision of
services, then such clause shall apply only to the provision of supplies or
services under this PO, as applicable.
FAR References:
52.202-1 Definitions (SEP 91)
52.203-1 Officials Not to Benefit (APR 84)
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (SEP 90)
52203-12 Limitation on Payments to Influence Certain Federal Transactions
(JAN 90)
52.203-3 Gratuities (APR 84)
52 203-5 Covenant Against Contingent Fees (APR 84)
52.203-4 Restrictions on Subcontractor Sales to the Government (JUL 85)
52.203-7 Anti-Kickback Procedures (OCT 88)
16
52.203-8 Procurement Integrity (NOV 90)
52.204-2 Security Requirements (APR 84)
52.208-1 Required Sources for Jewel Bearings and Related Items (APR 84)
52.209-6 Protecting the Government's Interest when Subcontracting with
Contractors Debarred, Suspended, or Proposed for Debarment
(NOV 92)
52.209-7 Organizational Conflicts of Interest Certificate-Marketing
Consultants (NOV 91)
52.210-5 New Material (APR 84)
52.212-13 Stop-Work Order (Fixed Price) (AUG 89)
52.212-13 (Alt.1) Stop-Work Order (Cost Reimbursable) (APR 84)
52.215-1 Examination of Records by Comptroller General (FEB 93)
52.215-2 Audit-Negotiation (FEB 93)
52.215-22 Price Reduction for Defective Cost or Pricing Data (DEC 91)
52.215-23 Price Reduction for Defective Cost or Pricing Data Modification
(DEC 91)
52 215-24 Subcontractor Cost or Pricing Data (DEC 91)
52 215-25 Subcontractor Cost or Pricing Data - Modifications (DEC 91)
52.215-26 Integrity of Unit Prices (if in excess of $25,00) (APR 91)
52.216-11 Cost Contract - No Fee (CLIN 009) (APR 84)
52.216-18 Ordering (CLINs 002 thru 008) (APR 84)
(Para (a), insert, "from date of award for a period of eight (8)
years, if options exercised")
52.216-19 Delivery-Order Limitations (CLINs 002 thru 008) (APR 84)
(Para (a) Minimum order - $0
para (b) Maximum order:
1) Single item - $
2) Combination of items
3) Series of orders - 10 calendar days,
para (d), insert, "14")
52.216-22 Indefinite Quantity (CLINs 002,003 and 005 thru 008) (APR 84)
(Para (d) insert "102 months")
52.216-7 Allowable Cost and Payment (CLINs 001 and 009) (JUL 91)
52.216-8 Fixed Fee (CLIN 001) (APR 84)
52.217-9 Option to Extend the Term of the Contract (MAR 89)
(Para (a) insert "30 days"
Para (c) insert "eight years plus six months to physically
complete existing delivery orders")
52.219-13 Utilization of Women-Owned Small Businesses (if in excess of
$25,000) (AUG 86)
52.219-8 Utilization of Small Business Concerns and Small Disadvantaged
Business Concerns (if in excess of $10,000) (FEB 90)
52.219-9 Small Business and Small Disadvantaged Business Subcontracting
Plan (if in excess of $500,000) (JAN 91)
17
52.220-3 Utilization of Labor Surplus Area Concerns (if in excess of
$25,000) (APR 84)
52.220-4 Labor Surplus Area Subcontracting Program (if in excess of -
$500,000) (APR 84)
52.222-1 Notice to the Government of Labor Disputes (APR 84)
52.222-21 Certificate of Nonsegrated Facilities (if in excess of $10,000)
(APR 84)
52.222-26 Equal Opportunity (APR 84)
52.222-29 Notification of Visa Denial (APR 84)
52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans
(if in excess of $10,000) (APR 84)
52.222-36 Affirmative Action for Handicapped Workers (if in excess of
$2,500) (APR 84)
52.222-37 Employment Reports on Special Disabled Veterans and Veterans of
the Vietnam Era (if in excess of $10,000) (JAN 88)
52.222-4 Contract Work Hours and Safety Standards Act - Overtime
Compensation (MAR 86)
52.223-2 Clean Air and Water (if in excess of $100,00) (APR 84)
52.223-3 Hazardous Material Identification and Material Safety Data
(NOV 91)
52.223-5 Certification Regarding a Drug-Free Workplace (JUL 90)
52.223-6 Drug-Free Workplace (JUL 90)
52.225-10 Duty-Free Entry (APR 84)
52.225-11 Restrictions on Certain Foreign Purchases (MAY 92)
52.225-3 Buy American Act - Supplies (JAN 89)
52.225-7 Balance of Payments Program (APR 84)
52.225-9 Buy American Act - Trade Agreements Act - Balance of Payments
Program (MAY 86)
52.226-1 Utilization of Indian Organizations and Indian-Owned Economic
Enterprises (AUG 91)
52.227-1 Authorization and Consent (APR 84)
52.227-10 Filing of Patent Applications - Classified Subject Matter
(APR 84)
52.227-11 Patent Rights - Retention by the Contractor (Short Form)
(applicable to small business) (JUN 89)
52.227-12 Patent Rights - Retention by the Contractor (Long Form)
(applicable to large business) (JUN 8 9)
52.227-14 Rights in Data - General (JUN 87)
52.227-19 Commercial Computer Software - Restricted Rights (JUN 87)
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement
(APR 84)
52.227-3 Patent Indemnity (APR 84)
52.227-6 Royalty Information ((APR 84)
52.227-9 Refund of Royalties (APR 84)
52.228-5 Insurance -- Work on a Government Installation (SEP 89)
52.229-3 Federal, State, and Local Taxes (JAN 91)
18
52.229-5 Taxes -- Contracts Performed in U.S. Possessions or Puerto Rico
(APR 84)
52.229-4 Taxes--Foreign Fixed-Price Contracts (JAN 91)
52.229-4 Taxes--Foreign Cost-Reimbursement Contracts (MAR 90)
52.232-11 Extras (APR 89)
52.232-17 Interest (JAN 91)
52.232-22 Limitation of Funds (APR 84) (CLINs 001 and 009)
52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts
(APR 84) (CLIN 004) Alternate II (JAN 86)
52.237-2 Protection of Government Buildings, Equipment and Vegetation
(APR 84)
52.242-1 Notice of Intent to Disallow Costs (APR 84) (CLINs 001 and 009)
52.242-13 Bankruptcy (APR 91)
52.243-1 Changes -- Fixed-Price (AUG 87) (CLINs 002,003,005 thru 008)
Alternation II (APR 84)
52.243-2 Changes - Cost-Reimbursement (AUG 87) (CLINs 001 and 009)
Alternation II (APR 84)
52.243-3 Changes -- Time-and-Materials or Labor-Hours (AUG 87) (CLIN 004)
52.243-7 Notification of Changes (APR 84)
(Para (b), insert"ones')
52.244-1 Subcontracts (Fixed-Price Contracts (APR 91) (CLINs 002 thru 008)
52.244-2 Subcontracts (Cost-Reimbursement and Letter Contracts) (JUL 85)
(CLINs 001 and 009) Alternate I (APR 85)
52.244-3 Subcontracts (Time-and-Materials and Labor-Hour Contracts)
(APR 85) (CLIN 004)
52.244-5 Competition in Subcontracting (APR 84)
52.245-2 Government Property (DEC 89) (CLINs 002 thru 008)
52.245-5 Government Property (Cost Reimbursement, Time-and Material, or
Labor Hour Contracts) (JAN 86) (CLINs 001,004 and 009)
52.246-2 Inspection of Supplies -- Fixed-Price (JUL 85) (CLINs 0002, 0003
and 0008)
52.246-4 Inspection of Services - Fixed Price (FEB 92) (CLINs 0005, 0006,
0007)
52.246-5 Inspection of Services - Cost Reimbursable (APR 84) (CLINs 0001,
0009)
52.246-6 Inspection~of Services - Time & Material/Labor Hour (JAN 86)
(CLIN 0004)
52.246-15 Certificate of Conformance (APR 84) (CLINs 0002 and 0003)
52.246-16 Responsibility for Supplies (APR 84) (CLINs 0002 and 0003)
52.247-63 Preference for X.X.-Xxxx Xxx Xxxxxxxx (XXX 00)
52.247-64 (Alt I, Alt II) - Preference for Privately Owned U.S. Flag
Commercial Vessels (APR 84)
52 249-14 Excusable Delays (APR 84) (CLINs 001 and 004)
52 249-6 Termination (Cost Reimbursement) (Alt V) (APR 84) (CLINs 001,004
and 009)
19
52.249-8 Default (Fixed-Price Supply and Service) (APR 84) (CLINs 002,
003,005 thru 008)
52.253-1 Computer Generated Forms (JAN 91)
The following DFAR provisions shall also apply in addition to or in lieu of the
FAR provisions set forth herein if work for the Department of Defense is
involved.
252.203-7000 Statutory Prohibition on Compensation to Former
Department of Defense Employees (DEC 91)
252.203-7001 Special Prohibition on Employment (if over $25,000)
(APR 93)
000 000-0000 Display of DoD Hotline Poster (DEC 91)
000 000-0000 Prohibition Against Retaliatory Personnel Actions
(APR 92)
252.204-7000 Disclosure of Information (DEC 91)
252.204-7003 Control of Government Personnel Work Product (APR 92)
252.205-7000 Provision of Information To Cooperative Agreement
Holders
252.209-7000 Acquisitions from Subcontractors Subject to On-Site
Inspection Under the Intermediate-Range Nuclear Forces
(INF) Treaty (DEC 91)
252.211 -7015 Technical Data and Computer Software - Commercial Items
(MAY 91)
252.211 -7017 Certification of Technical Data and Computer Software
Conformity Commercial Items (MAY 91)
252.215-7000 Pricing Adjustments (DEC 91)
252.219-7003 Small Business and Small Disadvantaged Business
Subcontracting (DoD Contracts) (MAY 94)
252.223-7004 Drug-Free Workforce (SEP 88)
252.223-7006 Prohibition on Storage and Disposal of Toxic and
Hazardous Materials (APR 93)
252.225-7001 Buy American Act and Balance of Payments (JAN 94)
(CLINs 002 and 003)
252.225-7002 Qualifying Country Sources as Subcontractors (DEC 91)
252.225-7007 Trade Agreements Act (DEC 91)
252.225-7010 Duty-Free Entry - Additional Provisions (DEC 91)
000 000-0000 Preference for Certain Domestic Commodities (MAY 94)
000 000-0000 & (Alt I) Preference for Domestic Specialty Metals
(DEC 91)
252.225-7025 Foreign Source Restrictions (APR 93)
252.225-7026 Reporting of Overseas Subcontracts (if over $100,000)
(APR 93)
252.225-7031 Secondary Arab Boycott of Israel (JUN 92)
252.225.7009 Duty-Free Entry -- Qualifying Country End Products and
Supplies (DEC 91)
252.227-7000 Non-Estoppel (OCT 66)
252.227-7013 Rights in Technical Data and Computer Software
(OCT 88)
252.227-7018 Restrictive Markings on Technical Data (OCT 88)
20
252.227-7019 Identification of Restricted Rights Computer Software
(APR 88)
252.227-7026 Deferred Delivery of Technical Data or Computer
Software (APR 88)
252.227-7027 Deferred Ordering of Technical Data or Computer
Software (APR 88)
252.227-7029 Identification of Technical Data (APR 88)
252.227-7030 Technical Data - Withholding of Payment (OCT 88)
NOTE: Payment withholding has been decreased from ten
percent (10%) to five percent (5%)
252.227-7031 Data Requirements (OCT 88)
252.227-7037 Validation of Restrictive Markings on Technical Data
(APR 88)
252.228-7005 Accident Reporting and Investigation Involving
Aircraft, Missiles, and Space Launch Vehicles
000 000-0000 Supplemental Cost Principles (DEC 91)
000 000-0000 Penalties of Unallowable Costs (MAY 94) (CLINs 001 and
009)
252.232-7006 Reduction or Suspension of Contract Payments Upon
Finding of Fraud (AUG 92)
252.233-7000 Certification of Claims and Requests for Adjustment or
Relief (MAY 94)
252.243-7000 Engineering Change Proposals (MAY 94) (For CLIN 001
substitute the following for the last sentence in para (b)
of the clause: "Change orders issued under the Changes
clause of this contract are not an authorization to exceed
the estimated cost in the schedule unless there is a
statement in the change order or other contract
modification, increasing the estimated cost.")
252.243-7001 Pricing of Contract Modifications (DEC 91) (CLINs 002
thru 008)
252.246-7000 Material Inspection and Receiving Report (DEC 91)
252.246-7001 Warranty of Data (DEC 91) Alternate II (DEC 91)
252.247-7023 Transportation of Supplies by Sea (DEC 91)
000 000-0000 Notification of Transportation of Supplies by Sea
(DEC 91)
000 000-0000 Notification of Substantial Impact on Employment if
over $500,000) (DEC 91)
The following Air Force Supplements to the FAR provisions shall also apply in
addition to or in lieu of the FAR provisions set forth herein if work for the
Air Force is involved:
5352.204-9000 Notice of Gov't Security Activity (SEP 85)
5352.204-9001 Visitor Group Security Agreements (JAN 90)
5352.210-9000 Elimination of Class I Ozone Depleting Substances (MAY 93)
5352.216-9001 Payment of Fee (JUL 92)
5352.216-9002 Award Fee, AFMC Far Sup (JUL 92)
5352.219-9001 Incorporation of Subcontracting Plan (JUL 92)
5352.223-9000 Safety & Accident Prevention (APR 84)
21
5352.228-9500 Insurance Clause Implementation (JUL 93)
5352.232-9502 Limitation of Funds (DEC 84)
5352.239-9501 Contractor Sponsored Modifications (MAR 93)
5352.239-9504 Segregation of Costs
5352.243-9501 Not-To-Exceed Cost Agreement (DEC 84)
22
To: FAX --IBMAIL
From: Xxxx Xxxx LOCKHEED XXXXXX FEDERAL SYSTEMS
0000 Xxxxx Xxxxx 00X
Xxxxxx, Xxx Xxxx XXX 00000
Subject: (O) Litronics Name Change
Dick....
Subject: Name Change
Reference: Purchase Orders
This letter is to notify you that Loral Federal Systems is now part of Lockheed
Xxxxxx Corporation and will hereafter be doing business as Lockheed Xxxxxx
Federal Systems, Inc. The name identified in our purchase order(s) is (are)
hereby changed to reflect this transition.
This change does not affect the legal entity which previously existed does
result in the name change reflected.
All invoicing and deliveries in support of the current contractual agreements
shall refer to Lockheed Xxxxxx Federal Systems, Inc.
Thank you for your cooperation in this matter, and be assured that all other
aspects of our business relationship remain intact.
Regards,
---------------- ----------------
Xxxx Xxxx
International/Overseas Procurement
TEL: 000 000-0000 / FAX 000 000-0000
Internet: xxxxx@xxx.xxxxx.xxx
23
Lockheed Xxxxxx Federal Systems
0000 Xxxxx Xxxxx 00X, Xxxxx, XX 00000-0000
LOCKHEED XXXXXX
BUSINESS CREDIT APPLICATION INFORMATION
Date_________________
Mailing Address: Lockheed Xxxxxx Federal Systems - Owego
Accounts Payable
X.X. Xxx 000
Xxxxx, XX 00000-0000
Trade (Credit) References: Phone: Person to Contact:
-------------------------- ------ ------------------
Endicott Precision (000) 000-0000 Xxx Xxxxxxxx
0000-00 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
The Matco Electronics Group (000) 000-0000 Xxxxx X. Xxxxxxxx
000 X. Xxxxxx Xxxx
Xxxxxx XX 00000
Amphenol Interconnect Products (000) 000-0000 Xxxxxx Xxxx
00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Bank Reference: Phone: Person to Contact:
--------------- ------ ------------------
Bank of America, Illinois (000) 000-0000 Xxx Xxxxxx
Lockheed Xxxxxx Federal Systems is a division of Lockheed Xxxxxx Corporation,
and the Lockheed Xxxxxx Group tax ID# is: 000000000.
Other credit information may be accessed through Dun and Bradstreet; DUNS
number: 00-000-0000.
Any further inquires in this regard should be referred to X. X. Xxxxxxx at
(000)000-0000.
Signatures of Applicants:
24
/S/ XXXX X. XXXXXXX /S/ XXXXX X. XXXXXXXXX
----------------------------------- --------------------------------
X. X. Xxxxxxx X. X. Xxxxxxxxx
LMFS Accounts Payable Manager LMFS Procurement Manager
25
PURCHASE ORDER NUMBER IBV000
LITRONIC INDUSTRIES
SCHEDULE A
11/17/95
===============================================================================
CONTRACT CLIN# TYPE OEM DESCRIPTION OEM PART NO. UNIT PRICE
===============================================================================
H0013 External SCSI ARGUS/2102 050-1016 $188.36
-------------------------------------------------------------------------------
X0000 Xxxxxxxx Xxxxxxxx XXXXX/0000 050-1017 $160.36
-------------------------------------------------------------------------------
H0015 Internal ARGUS/2000 050-1012 $ 80.36
-------------------------------------------------------------------------------
LEAD TIMES FOR PRODUCT (First 60 Days After Contract Award):
======================================
QUANTITY ORDERED DELIVERY LEAD TIME
======================================
1 - 199 60 Days
--------------------------------------
200 - 1000 75 Days
--------------------------------------
1001 + 90 Days
--------------------------------------
LEAD TIMES FOR PRODUCT (61 + Days After Contract Award):
======================================
QUANTITY ORDERED DELIVERY LEAD TIME
======================================
1 - 199 20 Days
--------------------------------------
200 - 500 45 Days
--------------------------------------
501 - 1000 60 Days
--------------------------------------
1001 + 90 Days
--------------------------------------
NOTE: All lead times are stated in days after receipt of delivery order at
Litronic.
26
LFS TERMS AND CONDITIONS
LITRONIC / DMS, NOVEMBER 17, 1995
TABLE OF CONTENTS
1. AGREEMENT DOCUMENT
2. TERMS OF PAYMENT
3. PACKAGES
4. TRANSPORTATION
5. SELLER PERFORMANCE
6. INSPECTION OF GOODS
7. GOVERNING LAW
8. COMPLIANCE WITH LAWS AND REGULATIONS
9. GIFTS
10. TAXES
11. PRICE
12. RESERVATION OF RIGHTS
13. NOTIFICATION OF CONFLICTS
14. BUYER FURNISHED DATA AND MATERIALS
15. NOTICE OF DELAY
16. PUBLICITY
17. CONFIDENTIAL INFORMATION
18. PATENTS AND COPYRIGHTS
19. EXPORT OF TECHNICAL DATA
20. INDEMNITY
21. INDEPENDENT CONTRACTOR
27
LFS TERMS AND CONDITIONS
LITRONIC / DMS, NOVEMBER 17, 1995
22. ASSIGNMENT
23. SUBCONTRACTORS
24. DISPUTES
25. DEPARTMENT OF DEFENSE EMPLOYEES
26. WAGES AND HOURS
27. MINORITY AND WOMEN-OWNED BUSINESSES
28. LIMITATION OF LIABILITY
29. INDEMNIFICATION FOR DEFECTIVE COST OR PRICING DATA
30. TERMINATION FOR CONVENIENCE
31. TERMINATION FOR DEFAULT
32. SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT
33. APPROVALS BY BUYER
34. RESIDENCY OF PERSONNEL
35. NOTIFICATION OF DEBARMENT/SUSPENSION
36. QUALITY ASSURANCE
37. CHANGES
38. FEDERAL ACQUISITION REGULATION REFERENCES
28
