Exhibit 10.6
Lockheed Xxxxxx Federal Systems Company
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xx. 00000
Subcontract (Blanket) Order No. 1BN000
Date: August 4, 1995
Seller: Software Technology, Inc. Payment Terms: Net 30
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xx. Xxx Xxxx
1. PARTIES/TYPE OF CONTRACT
------------------------
This Cost Plus Award Fee and Time Material Subcontract between the Lockheed
Xxxxxx Federal Systems Company (hereafter referred to as "Buyer" or
"Lockheed Xxxxxx" or "LMFS-G" or its successor in interest) located at 000
Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx, and Software Technology,
Inc. (hereafter referred to as "Seller") located at 0000 Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx, 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
Subcontract. 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 be 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.
LMFS-G is a signatory to the Defense Industry Initiatives on Business
Conduct and Ethics (DII).
The Seller agrees to indemnify Buyer for any amounts required to be paid to
the United States Government by virtue of the Seller's violation of Public
Law 100-679 (see FAR 52.203-10(c)).
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2. PRODUCT/SERVICES
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- Seller will provide supplies and services as set forth in Schedule A.
Notwithstanding any provisions elsewhere in this subcontract, for level-of-
effort SLINs, the Buyer reserves the right to modify the target hours in
this contract to a lower quantity, solely on the basis of Buyer's
evaluation of the Seller's overall costs, schedule and technical
performance, and/or as a function of hours required by the Buyer's
customer. The Buyer reserves unilateral right to select the description
categories deemed most appropriate for the task being performed.
Performance by the Seller pursuant to SLINs 007, 008 and 009 will be by
individual tasks in accordance with the Task Order Process and Special
Provision H.902 of Attachment 3 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 Systems
Regulation (15 CFR Part 350). Seller accepts said rating unless rejected in
writing within 10 days if "DO" rating, or 5 days if "DX" rating from the
date of order receipt.
Government Contract Number: FO4606-95-D-0239 DPAS Rating: DO A1
- Statement of Work
All drawings, specifications or other documents referenced in this Purchase
Order but not attached are incorporated and made a part by this reference.
4. PERIOD OF PERFORMANCE AND/OR DELIVERY SCHEDULE
----------------------------------------------
Work under this Purchase Order shall commence on award and continue
through September 30, 2000, unless modified by the Buyer.
Options for Increased Quantities
The Buyer may increase the quantities of Services called for in Schedule A
by up to 50% of the "QTY" (Quantity) Limits specified therein, at the costs
and/or prices contained in the Rate Tables that are a part of Schedule A.
The Buyer's Authorized Representative may exercise these options from time
to time as required for each SUBSLIN specified under SLINs 0002, 0007,
0008 and 009 by providing written notice to the Seller during the Period
of Performance of the affected SLIN(s) (Government Fiscal Year(s)).
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All articles, services and/or data shall be delivered to the following LMFS-G
location:
Lockheed Xxxxxx Federal Systems Company
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xx. 00000
Attn: Xxxx X. Xxxxx
Mail Drop 182/3M60
A. Transportation Routing Guidelines:
1. Do not insure or declare value
2. 0-70 LBS (32KG) United Parcel Service (if available); if not
0-40 LBS (18KG) Parcel Post (Zones 1-8) up to $1,000.00 value.
All other Ship Via: N/A
3. FOB: N/A
4. Transportation charges appearing on invoice must be supported by paid
freight xxxx or equivalent. See "Transportation" clause of attached "LMFS-G
Terms and Conditions".
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) Purchase Order Number/Release Number
2) Itemized list of supplies within the shipment
3) List of back-order items remaining to be delivered
4) Date of shipment
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5. CONSIDERATION AND PAYMENT
-------------------------
FUNDING OF COST REIMBURSEMENT PURCHASE ORDER:
ALLOTMENT OF FUNDS
This Purchase Order is incrementally funded with respect to both cost and
fee in accordance with FAR 52.232-20 and 52.232-22. The amounts presently
available and allotted to this purchase order for payment of cost and fee
and the period of performance which it is estimated the allotted amounts
cover are as follows:
SLIN 002 SLIN 004
Allotted To Cost: TBD Allotted to Cost: $2,137,110
Allocated to Award Fee Pool: TBD Allocated to Award Fee Pool: $60,087
Period Of Performance: TBD Period of Performance Thru: 17 January 1997
SLIN 007 SLIN 008
Allotted To Cost: $1,002,726 Allotted to Cost: TBD
Period Of Performance: 8 April 1996 Period of Performance Thru: TBD
thru 31 January 1997
SLIN 009 SLIN 015
Allotted to Cost: $316,877 Allotted to Cost: TBD
Period of Performance: 11 Sept 1995 Period Of Performance: TBD
through 5 April 1996
NOTE: For Funding Allotment by GFY see Schedule A
PAYMENT OF AWARD FEE
The Seller may earn an award fee as set forth in Attachment 4, hereto,
entitled "Award Fee Evaluation Plan", and as provided hereunder.
A. Such fee may be earned by the Seller on the basis of his performance
in accordance with the terms of Attachment 4.
B. Award Fee for SLIN 4AA is allocated to semi-annual Award Fee Periods
as follows:
Award Fee Award Fee Award Fee
Period Pool Earned
1 Subcontract Award thru 09/30/95: $ 5,000 $ 4,575
2 10/01/95 thru 3/31/96: $63,442 $55,512
3 04/01/96 thru 09/30/96: $81,383
4 10/01/96 thru 03/31/97: $82,637
5 04/01/97 thru 09/30/97: $101,292
6 10/01/97 thru 03/31/98: $5,266
7 04/01/98 thru 09/30/98: N/A
8 10/10/98 thru Completion: N/A
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C. Award Fee for SLIN 4AD is allocated to semi-annual Award Fee Periods as
follows:
Award Fee Award Fee Award Fee
Period Pool Earned
4 10/01/96 thru 03/31/97: $5,151
D. Award Fee for SLIN 007 is allocated to semi-annual Award Fee Periods as
follows:
Award Fee Award Fee Award Fee
Period Pool Earned
3 Subcontract Award thru 09/30/96: $57,763
4 10/01/96 thru 03/31/97: $57,651
5 04/01/97 thru 09/30/97 $29,872
E. Award Fee for SLINS 00204, 00205 and 00206:
The award fee for SLINS 00204, 00205 and 00206 is allocated to semi-annual
Award Fee Periods as follows:
Award Fee Available Award Fee
Period Award Fee Earned
5 04/01/97 thru 09/30/97 $ 559.00
6 10/01/97 thru 03/31/98 5,855.00
7 04/01/98 thru 09/30/98 5,855.00
8 10/01/98 thru 03/31/99 5,855.00
9 04/01/99 thru 09/30/99 5,855.00
F. Seller may submit invoices for award fee to which he becomes entitled
immediately upon written notification by the Buyer of the amount of the
award.
G. The decision of the fee determination official on the amount of the award
fee shall not be subject to dispute under the "Disputes clause of this
Subcontract".
H. The award fee earned will be documented by the Buyer in a Subcontract
alteration which specifies amount awarded, and the rating received for the
period covered.
I. Any portion of the available Award Fee not earned for an evaluation is only
transferable to a subsequent period at the unilateral discretion of the
Buyer.
J. If actual hours delivered for SLIN 0002 or SLIN 0004 are greater than
ninety (90) percent of planned hours for any given Fiscal Year, but less
than one hundred ten (110) percent of planned hours, then no adjustment
shall be made to the Award Fee Pool for the given Fiscal Year. However,
should actual delivered hours be less than ninety (90) percent or greater
than one hundred ten (110) percent of planned hours, the Award Fee Pool may
be adjusted proportionately, at the sole and unilateral discretion of the
Buyer. Should decreases in delivered verses planned hours be a result of
demonstrable performance efficiencies, the Buyer's intent is to leave the
Award Fee Pool(s) intact.
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BUYER'S TOTAL LIABILITY
It is recognized that Buyer's limitation for incurred costs is $3,456,713
Seller is not authorized to incur any costs, obligations, or liabilities,
of any nature whatsoever over this amount and any such additional costs,
obligations, or liabilities incurred or assumed by Seller shall be at his
sole risk and account and the Buyer and/or the Government shall not be
liable in any manner to pay or reimburse the Seller on account thereof.
Seller shall notify Buyer when the amount of costs incurred is within
seventy-five (75%) of the above-cited ceiling.
6. INVOICING
---------
All invoice originals and one copy shall be submitted to the following
Lockheed Xxxxxx Federal Systems Company (LMFS-G)
XX Xxx 000
Xxxxx, XX 00000-0000
Attn: Accounts Payable
INVOICES
Each invoice submitted for payment shall indicate complete Blanket Order
No. and the respective Release No. associated with the SLIN being invoiced
against. The invoice is to be set up in accordance with the line items
specified in this Subcontract.
One copy of each invoice and all correspondence pertaining to this
Subcontract shall be submitted to:
Lockheed Xxxxxx Federal Systems Company
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: A.T. Xxxxx, 182/3M60
7. TERMS AND CONDITIONS
--------------------
This Subcontract is subject to the following terms and conditions:
- LMFS-G Terms and Conditions, dated 07/94
- Confidential Disclosure Agreement (CDA), dated October 18, 1994.
- Certifications and Representations dated February 23, 1995.
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8. SPECIAL PROVISIONS
------------------
The Special Provisions included as Attachment 3 hereto are hereby included
with the same force and effect and Order of Precedence as if incorporated
indirectly into this Section 8 of the Subcontract. Additionally, the
following special provisions shall apply to this Subcontract.
SELLER ON BUYER PREMISES
The following provisions shall apply to any work performed under this
Subcontract by Seller employees on Buyer owned or leased premises or near
premise facilities provided by Buyer.
A. Coordinators/Supervisors
1. LMFS-G shall appoint a technical coordinator(s) who shall be
responsible for maintaining liaison with Seller's supervisor(s). LMFS-G's
technical coordinator shall have no authority to amend or modify this
Subcontract or make any commitment for or on behalf of LMFS-G.
2. LMFS-G shall appoint a Procurement representative who shall be
responsible for the commitment of all LMFS-G funds, implementation,
administration and issuance of all LMFS-G Subcontracts.
3. Seller shall appoint a supervisor(s) who shall be on-site and shall
supervise and direct the work of Seller's employees.
4. Each party shall inform the other of the names of the individuals
appointed.
B. Independent Seller
1. Seller's relationship to LMFS-G shall be that of an independent
contractor. Personnel supplied by Seller hereunder shall be deemed
employees of Seller and shall not for any purposes be considered employees
or agents of LMFS-G. Seller assumes full responsibility for the actions of
such personnel while performing services under this Subcontract and shall
be solely responsible for their supervision, daily direction and control,
payment of salary (including withholding of income taxes and social
security), workers' compensation, disability benefits and the like.
Seller's supervisors/management shall resolve all performance and personnel
matters of Seller's
2. Nothing contained in this Subcontract shall be construed as granting to
Seller or any personnel of Seller rights under any LMFS-G benefit plan.
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C. Employment Solicitation
Buyer shall not solicit applications for permanent or supplemental employment
from Seller's employees. However, in the event that any Seller employee applies
for and is offered employment by the Buyer, Seller shall not charge Buyer with
any personnel placement fees, damages, or any other charges connected with such
hiring.
D. Seller's Employees
1. Seller agrees to take appropriate preventive steps before the assignment of
any of its employees to perform work under this agreement that it reasonably
believes will ensure that its employees and its subcontractors' employees at any
level, will not engage in inappropriate conduct while on LMFS-G premises.
Inappropriate conduct shall include, but is not limited to: being under the
influence of or affected by alcohol, illegal drugs, or controlled substances;
the manufacture, use, distribution, or sale or possession of alcohol, illegal
drugs or any other controlled substance, except for approved medical purposes;
the possession of a weapon of any sort; and/or harassment, threats or violent
behavior. Violation of this provision may result in termination of this contract
and any other remedy available to LMFS-G at law or in equity.
2. LMFS-G may, at its sole discretion, have Seller remove any specified employee
of Seller from LMFS-G's premises and request that such employee not be
reassigned to any LMFS-G premises under this Subcontract.
3. Seller shall make reasonable inquiry of its employees regarding any past
employment with LMFS-G and Seller shall inform LMFS-G before assigning any known
former LMFS-G employee to perform work under this Subcontract. LMFS-G may
request that Seller not make such assignment.
E. SOLICITATION AND DISTRIBUTION
No solicitation or distribution of any kind is permitted on LMFS-G premises
except as required to be permitted by law.
F. OWNERSHIP OF MATERIALS
All reports, memoranda or other materials in written form, including machine
readable, prepared by Seller pursuant to this Subcontract and furnished to
LMFS-G by Seller hereunder shall become the sole property of LMFS-G.
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G. WARRANTIES
1. Seller warrants that it is and shall remain free of any obligation or
restriction which would interfere or be inconsistent with or present a conflict
of interest concerning the services to be furnished by Seller under this
Subcontract.
2. Seller warrants that it shall perform all services contracted for under this
Subcontract in a workmanlike manner and in accordance with the requirements set
forth in the Statement of Work and/or Subcontracts issued hereunder.
H. LEASED EMPLOYEES
Seller shall provide LMFS-G any information about Seller's personnel that LMFS-G
is required by law to obtain, including information on "leased employees" and
"management services organization" as these terms are used in Secs. 414(m), (n)
and (o) of the Internal Revenue Code.
I. IMMIGRATION
Seller shall comply with the Immigration Reform and Control Act of 1986 as
amended.
J. ACCESS TO/USE OF LMFS-G FACILITIES
1. Seller employees shall enter and leave LMFS-G premises via designated
entrances and sign in and out as specified by LMFS-G.
2. Seller shall provide LMFS-G the names of Seller employees prior to their
reporting to work on LMFS-G premises. All such employees shall be provided a
Contractor badge which they must prominently display while on LMFS-G premises.
3. Seller employees may park in available LMFS-G lots in spaces not restricted
for other use. Improperly parked cars may be towed away at Seller's expense.
Difficulty in obtaining parking places shall not constitute justification for
late performance or for additional compensation to Seller.
4. Seller employees may have access within the LMFS-G work location to
cafeterias, restrooms and in the event of a medical emergency, LMFS-G medical
facilities for first aid. Other than these, Seller employees' access is
restricted to those areas required for the performance of Seller's services
under this Subcontract.
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5. Seller employees may not participate in recreational or social
activities, education courses, seminars, internal award programs, library
privileges and other benefits and facilities provided for LMFS-G employees.
6. Seller shall ensure that Seller employees use LMFS-G telephones only for
LMFS-G business purposes. Seller shall reimburse LMFS-G for any
unauthorized calls.
7. Seller employees may not send or receive personal mail on LMFS-G
premises or use LMFS-G's information system networks for other than LMFS-G
business purposes.
8. Seller employees shall not have access to or use of LMFS-G Internal Use
documents or forms, unless such access is required to perform services
under this Subcontract. Seller shall ensure that Seller employees do not
provide such documents to others and shall return them to LMFS-G at the
completion of the services for which they were required.
9. Seller employees shall not bring onto LMFS-G premises weapons of any
sort, cameras, recording equipment, radios, or any other equipment not
specifically authorized by LMFS-G.
10. Seller shall ensure that Seller employees wear appropriate business
attire unless otherwise specified in the Statement of Work.
11. Seller employees shall follow LMFS-G's current smoking guidelines for
the specified work location.
12. TERMINATION, RESIGNATION OR REPLACEMENT OF SELLER EMPLOYEES
On the day of termination, resignation or replacement of any Seller
employee assigned to Buyer premises, all of the following, items in
possession of the employee shall be returned to the Buyer's designated
manager/technical coordinator:
(A) Buyer confidential materials (if authorized via appropriate agreement
and "Internal Use Only" material).
(B) Buyer keys, books, tools, or other equipment, and identification
badges.
The Seller shall also notify the Buyer's designated manager/technical
coordinator immediately by telephone, and confirm in writing within one (1)
working day, the name of any Seller employee who resigns or is terminated, if
the employee had access to Buyer's data processing interface procedures or to
the Buyers data facility.
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13. GENERAL BUSINESS ACTIVITIES
General business activities not related to the Subcontract shall not be
conducted by the Seller on Buyer premises, e.g., general recruitment, employment
or termination interviews, general employee meetings, etc. On an exception
basis, the Seller may conduct training meetings for their employees when it is
related to work performed under the Subcontract and approved in advance by the
Buyer's procurement representative. The subject for such meetings shall also be
submitted to and approved in advance by the Buyer's procurement representative.
K. HOLIDAYS AND OTHER CLOSINGS
1. Unless authorized, Seller shall not provide services on LMFS-G holidays or
when the work location is otherwise closed.
2. LMFS-G shall provide Seller with LMFS-G's established holiday schedule for
the work location.
3. LMFS-G shall advise Seller as soon as reasonably possible of any unplanned or
emergency closing. Seller shall have the responsibility to notify its personnel
of such closing. Should an emergency closing occur prior to the start of a
normal shift, the Seller will not be reimbursed for the time not worked. In the
event of an emergency closing during a normal shift, the Seller will be paid for
the remaining normal work day of that shift. Seller resident supervision shall
use their own judgment regarding the early release of their personnel because of
inclement weather when the site has not closed. This action must be communicated
to and coordinated with LMFS-G's management and/or technical coordinator(s).
L. NOTICE ON SEXUAL HARASSMENT
Contractor shall distribute the following notice on sexual harassment to all of
its employees who are assigned to work on LMFS-G premises:
"LMFS-G is committed to providing a work environment free from sexual
harassment. Sexual harassment is unwelcome sexual conduct which has the purpose
or effect of unreasonably interfering with an individual's work performance or
which creates an offensive or hostile work environment."
If you believe that you have been the victim of sexual harassment while working
on LMFS-G premises, you are encouraged to report such incidents directly to your
employer and directly to LMFS-G by calling: LMFS-G-Manassas - (000) 000-0000;
LMFS-G-Gaithersburg/Bethesda/Rockville - (000) 000-0000; or LMFS-G-Owego - the
Manager of Human Resources and Site EO Compliance Officer between 8:30AM and
4:30PM Eastern Time.
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If you are calling long distance from outside LMFS-G you may call this number
collect.
All complaints to LMFS-G of such conduct will be investigated promptly and dealt
with appropriately."
M. SAFETY AND SECURITY
1. Seller shall take all necessary precautions for the safety of its employees
and of Buyer's employees while on Buyer's premises. Seller shall comply with
Buyer location safety and security requirements which shall be provided by Buyer
at the start of this Subcontract and as such requirements are revised. Safety
glasses, safety shoes or other necessary equipment shall be furnished by the
Seller for use in areas where such equipment is required by the Buyer.
All accidents involving Seller personnel shall be immediately reported to the
Buyer's manager/technical coordinator or procurement representative, and to the
Buyer's site safety department. A copy of the accident report shall be furnished
to buyer's procurement representative. Buyer's medical department or first aid
stations may be used by Seller's employee for emergency assistance and
symptomatic relief of minor health problems. For other health problems, Seller
employees shall contact their own physician or contact Seller management for
advice and service.
2. Security
Seller shall comply with all LMFS-G security requirements. LMFS-G reserves the
right to review any site where work is being performed by Seller for conformity
to LMFS-G security requirement. Seller shall notify the LMFS-G technical
coordinator of any security problems.
a. Equipment/Asset Security
1. LMFS-G equipment/assets remain the property of LMFS-G and are provided for
use only on LMFS-G premises where Seller is located and only for the purposes of
this Subcontract. Such equipment/assets shall not be altered or moved without
LMFS-G's written permission. Seller shall not permit any liens or attachments to
be filed against LMFS-G equipment/assets. Seller shall pay for any damage to
LMFS-G equipment/assets resulting from Seller's use thereof, normal wear and
tear excepted.
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2. Seller shall instruct its employees in the importance of protecting LMFS-G
assets. At a minimum, procedures to protect LMFS-G assets shall include the
following:
i. Clear work area of all papers and materials at end of day.
ii. Secure confidential or valuable items in locked desks, file cabinets or
credenzas at end of day.
iii. Seller shall cooperate with LMFS-G in any investigation conducted by LMFS-
G involving LMFS-G assets.
b. Information Asset Security
i. Seller shall not connect or allow connection to an LMFS-G-owned computer
without the prior written approval of LMFS-G and will only connect with,
interact with, inspect and/or use those programs, tools or routines specifically
made available by LMFS-G and which are necessary for Seller to provide services
under this Subcontract. ii. Seller shall ensure that:
- Terminal connect to LMFS-G-owned computers are used only for the purposes of
this Subcontract;
- Unattended terminals are protected from unauthorized use or access;
- Telephone numbers for computer dial ports are not posted for general view; and
- Terminals connected to LMFS-G-owned computers are attended by authorized
personnel or protected from access by unauthorized personnel.
3. Seller shall ensure that any programs, tools or routines made available on
LMFS-G-owned computers are not copied.
4. Seller shall ensure that information access passwords and cipher keys are
protected from inadvertent disclosure and disclosed only to Seller employees
with a need to know.
5. Seller shall ensure that user identifiers and verification passwords are not
shared and are protected from inadvertent disclosure. Seller shall notify LMFS-G
immediately in the event of suspected compromise of such user identifiers and
verification passwords or upon termination of a user's business need for access.
6. LMFS-G may perform periodic audits of Seller's data sets residing on LMFS-G
computers.
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c. Emergency Procedures
Seller shall instruct its employees to follow LMFS-G's emergency procedures
for the assigned LMFS-G work location. LMFS-G shall furnish Seller with a
copy of LMFS-G's Emergency Planning Program for the work location. Each
Seller employee shall be briefed by Seller on his/her assigned building and
assembly area.
N. SELLER'S AGREEMENT WITH EMPLOYEES
It is the Seller's responsibility to advise each of its employees of the
specific conditions and procedures set herein and to obtain an appropriate
signed agreement with each employee, or others whose service Seller may
require, sufficient to ensure compliance with said conditions and
procedures for work performed on Buyer premises. Such agreements shall be
signed by Seller's employees prior to the start date of assignment. Upon
request, the Seller shall provide to the Buyer's procurement representative
a copy of the executed agreements between the Seller and its employees.
9. TRAVEL, SUBSISTENCE AND INCIDENTAL EXPENSES
Travel expenses incurred by the Seller for lodging, subsistence and
incidental expenses shall be considered to be reasonable and allowable only
to the extent that they do not exceed the rates and amounts established by
the General Services Administration. The Seller's certification of invoices
under this order shall be construed to be a certification that invoiced
travel cost are compliant with public law 99-234.
10. GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (GIDEP)
(a) The Seller shall provide and maintain procedures to enable his full
participation in the Government-Industry Data Exchange Program (GIDEP)
in compliance with MIL-STD-1556a. Compliance with this clause shall
not relieve the Seller from complying with any other provisions of the
contract.
(b) The Seller agrees to insert paragraph (a) of this clause in any
purchase order hereunder exceeding $100,000.00. When so inserted, the
word "Seller" shall mean any sub-tier vendor.
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11. SECURITY CLASSIFICATION
The work to be performed under this Subcontract will involve access up to
and including SECRET material and/or information. The elements of
information and the appropriate level of security classification are
outlined in DD Form 254, "Contract Security Classification Specification",
dated 27 July 1995, which has been provided under separate cover and which
is incorporated herein and made a part hereof by this reference. All work
must be performed in accordance with the industrial security manual and all
revisions thereto.
12. COMPUTER INFORMATION SECURITY
Seller shall neither copy nor use computer programs, database or other
information stored in Buyer's computer systems, except as required in the
performance of work under this Purchase Order.
13. CONFLICT OF INTEREST
The Seller warrants that, to the best of his knowledge and belief, and
except as may be otherwise set forth in this Subcontract, he does not have
any organizational conflict of interest. As used herein, the term
"organizational conflict of interest" means that a relationship exists
whereby a Seller (including his Chief Executives, Directors, proposed
Consultants or Subcontractors) has interests which (1) may diminish his
capacity to give impartial, technically sound, objective assistance and
advice or may otherwise result in a biased work product or, (2) may result
in any unfair competitive advantage. It does not include the "normal flow
of benefits" from the performance of a contract.
The Seller agrees that, if after award he discovers an organizational
conflict of interest with respect to this Subcontract, he shall make an
immediate and full disclosure in writing to the Buyer which shall include a
description of the action which the Seller has taken or proposes to take to
avoid, eliminate or neutralize the conflict. The Buyer may, however,
terminate the contract for the convenience of the Buyer if it would be in
the best interests of the Buyer.
In the event that the Seller was aware of the organizational conflict of
interest prior to award of this Subcontract and intentionally did not
disclose the conflict to the Buyer, or failed to disclose to the Buyer an
organizational conflict of interest which he became aware of after the
award of this Subcontract, the Buyer may terminate the contract at no cost
to the Buyer.
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14. COST/SCHEDULE STATUS REPORTS (C/SSR) REQUIREMENTS
(a) The Seller shall establish, maintain and use in the performance of
this contract written management operating instructions that provide
for planning and control of costs, measurement of performance (value
for completed tasks), and generation of timely and reliable
information for input to the Cost/Schedule Status Report (C/SSR).
(b) The Seller shall be required to implement those instructions necessary
to ensure that timely and reliable information exists and will
continue to exist for the C/SSR reporting elements. The Seller's
instructions in operation must, as a minimum, provide for:
(i) Establishing the time-phased budgeted cost for work scheduled,
the budgeted cost for work performed, the actual cost of work
performed, the budget at completion, and estimate at completion;
(ii) Application of all direct and indirect costs and provisions for
the use and control of management reserve and undistributed
budget;
(iii) Handling changes to the contract budget base for both Buyer
directed changes and internal replanning;
(iv) Establishing sufficient constraints to preclude subjective
adjustment of data such that the use of the data for contract
performance measurement or status assessment becomes
questionable. In no case should the total allocated budget
exceed the contract budget base unless prior written approval is
provided by the Buyer;
(v) Establishing variance analyses thresholds, instructions and
capability to accurately identify and explain significant cost
and schedule variances both on a cumulative basis and projected
at completion basis. The variance threshold for C/SSR reporting
on both cumulative and variance at completion (VAC) purposes
under this Subcontract is 10% or $25,000.
(vi) Access to all pertinent records, instructions and data requested
by the Buyer during the contract.
(c) A summary written description consisting of the management
instructions used for generating C/SSR information will be identified
by title and date, and subject to the approval of the Buyer for use
under the contract. Such instructions shall be used by the Seller in
the performance of the C/SSR data item.
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(d) Prior to Buyer's agreement that the Seller's instructions provide
reliable cost and schedule information and within (90) calendar days
after contract award (or as otherwise agreed to by the parties), the
Seller shall be prepared to familiarize the Buyer with the cost and
schedule information being generated in satisfaction of the C/SSR
contractual data requirements. As part of the familiarization process,
the Seller shall furnish the Buyer the summary written description of
the instructions that will provide for the generation of the C/SSR
data.
(e) Subsequent Seller changes to the instructions and summary written
description shall be submitted to the Buyer for review and approval
prior to implementation. The Buyer shall advise the Seller of the
acceptability of such changes within sixty (60) days after receipt
from the Seller.
(f) The Seller agrees to provide access to all pertinent records,
instructions, and data requested by the Buyer for the purpose of
permitting surveillance to ensure continuing application of the
approved instructions in satisfying the C/SSR data item.
(g) The Seller shall require a subcontractor to furnish C/SSRs in each
case where a subcontract is other than firm fixed-price, and is 12
months or more in duration, and either:
(i) Has a dollar amount which exceeds $2 million, unless specifically
waived by the Buyer, or
(ii) Has a critical task relative to this contract. Critical tasks
will be defined by mutual agreement between the Seller and the
Buyer.
(h) Each such subcontractor's reported cost and schedule information will
be incorporated into the Seller's C/SSR.
(i) If the Seller uses on this contract a cost/schedule control
system which previously has been accepted by a DoD component as
meeting the requirements of the DoD Cost/Schedule Control Systems
Criteria (C/SCSC) on a contract of the same nature (e.g.,
development, production, etc.), this system may be used to
satisfy all aspects of the management instructions for the
Cost/Schedule Control requirements of this contract.
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(j) Contract Work Breakdown Structure (CWBS)
(i) The Seller shall develop the Contract Work Breakdown Structure
(CWBS) from the summary CWBS set forth herein. The summary CWBS
will provide the basis for any further extension by the Seller to
lower levels during the performance of the contract.
(ii) The Seller shall use the CWBS as a framework for contract
planning, budgeting, and reporting status of costs and schedule
to the Buyer. Major elements of work that are subcontracted will
be identified in the CWBS.
15. KEY PERSONNEL
The Lockheed Xxxxxx team has identified the individual listed below from
your company as a "key person" for the GOSC effort.
The Subcontractor shall notify the Buyer prior to making any change in the
personnel identified below as a key individual to be assigned for
participation in the performance of this subcontract. The Subcontractor
must demonstrate that the qualifications of the prospective successor
personnel are equal to or better than the qualifications of the personnel
being replaced.
The Subcontractor agrees that notification shall be a minimum of thirty
(30) days prior to the replacement of a "key person" performing under this
contract. Notification shall be written and include a resume of the
intended successor. Lockheed Xxxxxx reserves the right to interview
candidate personnel.
Key Personnel by Name: Brain Xxxxx Xxx Xxxxxx
Xxxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxx Xxxx
16. WEEKLY COST REPORTS
In addition to Cost Reporting required by Paragraph 14 above, the
Subcontractor shall provide a weekly financial summary beginning the week
following the submission of the first monthly report. This report shall be
in a Seller prescribed, informal project oriented system. The objective is
to provide LMFS-G with information as close to attached "Schedule 2" as is
possible.
17. NOTIFICATION OF DoD FY95 APPROPRIATIONS ACT FUNDING
Seller is advised that prime contract payment for work required hereunder
will be made with Department of Defense funds subject to the Defense
Appropriations Act of 1995 (PL 103-335).
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18. 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) This Subcontract including Attachment 3 Special Provisions and
Schedule A
b) DD-254, DoD Contract Security Classification Specification
c) Attachment 1, LMFS-G Terms and Conditions, dated 07/94
d) Attachment 2, Statement of Work, including its Appendices and
Attachments
e) Attachment 4, OCS Subcontract Award Fee Plan
f) Attachment 5, Certifications and Representations, dated February 23,
1995
g) Attachment 6, Confidential Disclosure Agreement, dated October 18, 1994
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19. ACCEPTANCE
The Purchase Order, as modified through Alteration No. 8, constitutes 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.
Alteration No. 8 is executed in duplicate originals as of the last date
specified hereon.
Please sign and return Alteration No. 8 to LMFS-G within ten (10) working
days after receipt.
LMFS-G: STI:
By: /s/ Xxxx X. Xxxxx By: /s/ X. X. Xxxx
---------------------------- --------------------------
Xxxx X. Xxxxx
Title: Contract Administrator Title: Manager of Contracts
------------------------- -----------------------
Date: 10/31/96 Date: 11/2/96
-------------------------- ------------------------
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