General Purchase Order Terms and Conditions
DEFINITION: As used in this Purchase Order the term “FAR” means Federal Acquisition Regulations. The
effective dates of the below-referred FAR clauses shall be the dates of corresponding clauses in the prime
contract that are referenced in this Purchase Order. Any reference to a “Disputes” clause in the prime contract
under which this Purchase Order is issued shall be inapplicable to this Purchase Order. If this Purchase Order
includes a Government contract number, then any property furnished herewith is considered governmentfurnished property which must be accounted for in accordance with FAR Part 45. Refer to General Purchase
Order Terms and Conditions for risk of loss.
1. ACCEPTANCE OF PURCHASE ORDER - This Purchase Order is Buyer’s offer to Seller for the materials
specified or the work to be performed hereunder and, together with any attachments specifically incorporated
herein by reference, contains the entire agreement between Buyer and Seller with respect to such materials or
work, and supersedes any other agreements or understanding made to the date hereof. This offer shallbecome a Contract on the terms and conditions stated herein when it is accepted by Seller by either
acknowledgement or performance. No change, modification or revision of this Purchase Order shall be valid
unless in writing signed by Buyer.
Either party may execute this Purchase Order and any additional documents including, but not limited to,modifications, change orders and representations and certifications related to this Purchase Order by facsimile
or electronic signature. The other party shall be entitled to rely on such facsimile or electronic signature as
evidence that this Purchase Order has been duly executed by an authorized representative. Further, neither
party shall contest the validity of this Purchase Order based on the use of facsimile or electronic signatures.
2. PACKING AND SHIPPING - All items must be suitably packed and prepared for shipment to secure lowest
transportation rates and comply with carrier regulations, otherwise the difference in packing, crating andcartage, as the case may be, will be charged to Seller. No charges will be paid by Buyer for packing, cratingor cartage unless stated in the Purchase Order. All shipments to be forwarded on one day via one route must
be consolidated.
3. DELIVERY- Deliveries shall be strictly in accordance with the schedule set out or referred to in the Purchase
Order and in exact quantities. If Seller’s deliveries will not meet such schedule, Buyer may request Seller toship via routing necessary to meet schedule or recover time lost by non-delivery on schedule, and the difference
between revised routing and order routing costs shall be paid by Seller. Time is of the essence, and failure by
Seller to complete delivery within the time specified shall, at Buyer’s option without liability, in addition to Buyer’s
other rights and remedies, relieve Buyer of any obligation to accept and pay for any such material or work.
4. INVOICES AND PAYMENT - Seller represents and warrants that it will timely invoice Buyer for its purchaseof goods or services and that Buyer is not obligated to pay for any goods or services identified in invoices that
Buyer receives more than ninety (90) days after receiving the goods or services, regardless of whether Buyer
actually accepted such goods or services. Unless otherwise provided in this Purchase Order, no invoices shallbe issued nor payments made prior to delivery. Individual invoices must be issued for each shipment under
this Purchase Order. Unless freight and other charges are itemized, any discount will be taken on full amountof invoice. All payments are subject to adjustment for shortage or rejection.
Copies of all invoices shall be forwarded to SwRI at P.O. Box 28510, San Antonio, Texas 78228, Attn: Accounts
Payable (ap@swri.org), and shall reference the Purchase Order number.
Seller shall take the following action in the case of any duplicate financing or invoice payment, or if Buyer hasotherwise overpaid Seller:
1) Remit overpayment amount to Buyer with a description of overpayment including:(a) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment liquidation errors,etc.);(b) Date(s) of overpayment;(c) Purchase Order number affected;(d) Affected contract line item or sub-line item, if applicable, and Contractor/Supplier point of contact.
2) Provide a copy of the remittance and supporting documentation to Buyer.

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5. WARRANTIES - Seller warrants: (a) all items delivered under this Purchase Order will be free from defects
in material and workmanship, will conform to applicable specifications and drawings and, to the extent suchitems are not manufactured pursuant to detailed designs furnished by Buyer, will be free from defects in designand suitable for the intended purposes; (b) unless otherwise stated on the face of this Purchase Order, all items
delivered under this Purchase Order are new, have not been previously used and are not former Government
surplus property; (c) all materials herein described and the sale thereof do not, and the use of the same for
their intended purposes will not, constitute infringement or contributory infringement of any patent, copyright ortrademark, or violation of any trade secret; and (d) in the performance of this Purchase Order. Seller has
complied or will comply with all applicable Federal, State, and local laws and ordinances and all lawful orders,rules, and regulations thereunder. These warranties are in addition to and shall not be construed as restricting
or limiting any warranties of Seller, expressed or implied, which are provided or exist by operation of law. The
warranties of Seller, together with its service warranties and guarantees, if any, shall run to Buyer and its
customers.
In addition, Seller warrants and certifies that: (a) all items supplied or delivered to Buyer under this Purchase
Order do not contain one or more identified Conflict Minerals (including but not limited to, coltan, niobium,
tantalum, tin, gold, or tungsten), as defined under the Dodd-Frank Wall Street Reform and Consumer Protection
Act; (b) sub-suppliers from whom Seller purchases items do not sell items that contain one or more identified
Conflict Minerals; and (c) if the items that Seller supplies or delivers to Buyer do contain one or more identified
Conflict Minerals, such Conflict Minerals do NOT originate from the Democratic Republic of Congo or an
adjoining country. In the event the items Seller suppliers or delivers to Buyer contain one or more identified
Conflict Minerals, then Seller shall immediately notify Buyer of such.
6. INSPECTION - All items are subject to final inspection and acceptance by Buyer at destination,
notwithstanding any prior payment or inspection at source, and such inspection shall be made within areasonable time after delivery. Acceptance of any items by Buyer shall not be deemed to alter or affect the
obligations of Seller or the rights of Buyer and its customers under the Warranties clause.
7. REJECTION - Buyer shall notify Seller if any items delivered hereunder are rejected and at Buyer’s electionand Seller’s risk and expense, such items shall be held by Buyer or returned to Seller. No replacement ofdefective items shall be made by Seller unless agreed to in writing by Buyer.
8. CHANGES - Buyer may at any time by written notice make changes within the general scope of thisPurchase Order to drawings and specifications, shipping instructions, quantities, and delivery schedule. Should
any such change increase or decrease the cost of, or the time required for, performance of the Purchase Order,
an equitable adjustment in the price and/or delivery schedule will be made. Any claims for adjustment by Seller
must be made within thirty (30) days from the date the change is ordered or within such additional period oftime as may be agreed upon.
9. TITLE AND RISK OF LOSS - (a) Unless otherwise provided in this Purchase Order, Seller shall have title
to and bear the risk of any loss of or damage to the items purchased hereunder until they are delivered inconformity with this Purchase Order at the FOB point specified on the face hereof, and upon such delivery title
shall pass from Seller to Buyer and Seller’s responsibility for loss or damage shall cease except for loss ordamage resulting from Seller’s negligence or failure to comply with this Purchase Order. Passing of title uponsuch delivery shall not constitute acceptance of the items by Buyer. (b) Unless otherwise provided in thisPurchase Order, Seller upon delivery to it or manufacture or acquisition by it, of any materials; parts, special
tooling or other property, assumes the risk of and shall be responsible for any loss thereof or damage thereto.
Seller, in accordance with the provisions of this Purchase Order, but in any event upon completion thereof,
shall return such property to Buyer in the condition in which it was received except for reasonable wear andtear and except to the extent that such property has been incorporated in items delivered under this Purchase
Order, or has been consumed in normal performance of work under this Purchase Order. If Seller is furnished
Government owned property for use in connection with this Purchase Order, Seller shall comply with theprovisions of Federal Acquisition Regulations (FAR), PART 45 -GOVERNMENT PROPERTY which is hereby
incorporated herein by reference. “Special Tooling” as herein used includes all special tools, jigs, fixtures,
drawings, dies, molds, and patterns acquired or manufactured by Seller for use in the performance of thisPurchase Order, and does not include any standard or perishable tooling, gauges, or measuring instruments.
10. STOP WORK ORDER - The rights and obligations specified in “Stop Work Order” clause contained in FAR
Section 52.242-15 are hereby made applicable to this Purchase Order by reference except “Contracting Officer”
shall mean “Buyer’s Purchasing Representatives” the title “Termination for Convenience of the Government in
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paragraph (a)(2) means “Termination” and the words “for the convenience of the Government” in paragraph (c)are replaced by “in accordance with the Termination Clause.”
11. TERMINATION AND DEFAULTS - The rights and obligations specified in FAR Section 52.249-2 and52.249-8 are hereby made applicable to this Purchase Order and said sections are hereby incorporated in thisPurchase Order by reference, except that the terms “Contracting Officer” and “Government” used therein shallmean “Buyer”, “Contractor” shall mean “Seller”, “Contract” shall mean, “this order”, the “Termination forConvenience” clause shall mean the Termination clause referred to in this Article; and the reference therein toa “Disputes” clause shall be inapplicable. Waiver by Buyer of any default by Seller shall not be deemed awaiver of any other default. In the “Termination of Convenience” clause, paragraph (c), the term “120 days” ischanged to “90 days” and in paragraph (e) the term “1 year” is changed to “6 months”. In no event shall Selleracquire any direct claim or cause of action against the United States government.
12. USE OF DESIGNS, DATA, ETC. - Seller agrees that it will keep confidential the features of any equipment,
tools, gauges, patterns, designs, drawings, engineering data or other technical or proprietary information
furnished by Buyer and use such items only in the production of items under this Purchase Order or otherorders from Buyer, and not otherwise, unless Buyer’s written consent is first obtained; provided, however, that
Seller shall have the right to use such items upon written notice to Buyer in the manufacture of end items for
direct sale to the Government to the extent the Government has the right under its prime contracts with Buyer
to authorize such use by Seller. Upon completion or termination of this Purchase Order, Seller shall return all
such items to Buyer or make such other disposition thereof as may be directed or approved by Buyer.
13. INDEMNIFICATION AGAINST INFRINGEMENT - Seller agrees to indemnify Buyer, its successors,
assigns, customers and agents from any and all costs, expenses and damages on account of any claim thatany of the material covered by this Purchase Order (except material made to Buyer’s detailed designs) infringes
any United States Letters Patent, copyright or trademark, or that the same is a violation of any trade secret.
Seller shall be notified promptly of each such claim and, to the extent of Buyer’s right so to do, shall be offeredcontrol of the defense and settlement of any such claim.
14. NOTICE OF LABOR DISPUTE - Whenever Seller has knowledge that any actual or potential labor disputeis delaying or threatens to delay the timely performance of this Purchase Order, Seller shall immediately givenotice thereof, including all relevant information with respect thereto, to Buyer, Seller shall require of any
subcontractor of any material or work hereunder the same or substantially the same obligation as that contained
herein.
15. CLEARANCE OF MATERIAL INTENDED FOR PUBLIC RELEASE - No news release, advertisement,
public announcement, denial or confirmation of same relating to any part of the subject matter of this Purchase
Order or any phase of any program hereunder shall be made directly or indirectly without prior written approvalof Buyer. If this Purchase Order is issued under a government contract, the Government is excluded from therestrictions set out in this provision.
16. SUBCONTRACTING OR ASSIGNING - Neither this Purchase Order nor the obligations of Seller
hereunder shall be subcontracted, assigned or delegated by operation of law or otherwise without Buyer’s priorwritten consent.
17. GOVERNING LAW - The Purchase Order incorporating these terms and conditions and the performanceof the parties hereunder shall be construed in accordance with and governed by the law of the State of Texas.
Venue shall be San Antonio, Bexar County, Texas.
18. ADDITIONAL TERMS AND CONDITIONS - If this Purchase Order is issued under a government contract,
as shown by a number in the block entitled “Government Contract Number” on the face of this Purchase Order,
and to the extent they are required by the contract under which this Purchase Order is issued, or by the Federal
Acquisition Regulations (FAR) or other comparable government procurement regulations, and subject to the
exemptions, conditions, and limitations therein specified, the following terms and conditions and the DAR/FAR
clauses listed in EXHIBIT A are incorporated herein and made a part hereof. Seller shall include in each lowertier Purchase Order or subcontract the appropriate flow-down clauses as required by FAR and DFARs.
(a) EQUAL EMPLOYMENT OPPORTUNITY- Unless exempt by the provisions of Executive Order 11246, as
amended, and FAR Section 22.810 the Seller shall comply with paragraph (1) through (7) of Section 202 of
Executive Order 11248 and the clause set forth in FAR Section 52.222-26, which are incorporated by reference
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herein. The term “Contractor” and “Government Prime Contractor” shall mean Seller, and “ Contract” shallmean this Purchase Order.
(b) AFFIRMATIVE ACTION AND REPORTING FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS Seller agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued under
the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, and the clauses set forth in FAR
Sections 52.222-35 and 52.222-37 which are incorporated by reference herein.
(c) AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS- Seller agrees to comply with rules, regulations,and relevant order for the Secretary of Labor issued under the Rehabilitation Act of 1973, as amended, andthe clause set forth in FAR Section 52.222-36 which is incorporated by reference herein.
(d) EO CLAUSES INCORPORATED BY REFERENCE- This contractor and subcontractor shall abide by
the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans or individuals
with disabilities, and prohibit discrimination against all individuals based on their race, color, religion,sex, sexual orientation, gender identity or national origin. Moreover, these regulations require thatcovered prime contractors and subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity,
national origin, disability or veteran status.
(e) Americans with Disabilities Act of 1990 – Seller agrees to comply with rules and regulations of the Americans
with Disabilities Act of 1990 which is incorporated by reference herein.
(f) DEFINITIONS - Whenever appropriate, when used in any DARDFARS/FAR regulation referenced in theterms and conditions applicable to this Purchase Order, “Contracting Officer” and “Government” shall mean
Buyer, “Contractor” and “Government Prime Contractor” shall mean Seller, and “Contract” shall mean thisPurchase Order.
(g) INSPECTION AND AUDIT- Seller’s books and records and its plant, or such parts thereof as may beengaged in the performance of the Purchase Order, shall at all reasonable times be subject to inspection andaudit by any authorized representatives of the United States Government.
(h) EXAMINATION OF RECORDS BY COMPTROLLER GENERAL - Seller agrees that the Comptroller
General of the United States or any of his duly authorized representatives shall, until the expiration of 3 years
after final payment under the Purchase Order, have access to and the right to examine only directly pertinent
books, documents, papers, and records of Seller involving transactions related to this Purchase Order.
(i) QUALITY CONTROL- If this Purchase Order requires compliance with MIL-1-45208, the terms andconditions of FAR Section 52.246-11 Higher-Level Contract Quality Requirement (Government Specification)(APR 1984) is incorporated herein by reference and made a part hereof.
(j) ENVIRONMENTAL LAWS
If this Purchase Order exceeds $100,000, Seller shall comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act (42 U.S.C. Sec 7401 et seq.) and the Federal Water Pollution
Control Act as amended (33 U.S.C Sec. 1251 et seq.)(k) EXECUTIVE ORDER (EO) 13950 COMBATING RACE AND SEX STEREOTYPING(applicable unless exempted per section 204 of EO 11246 [Equal Employment Opportunity], as amended)
During the performance of this purchase order, the Seller agrees as follows:
1. The Seller shall not use any workplace training that inculcates in its employees any form of race orsex stereotyping or any form of race or sex scapegoating, including the concepts that (a) one raceor sex is inherently superior to another race or sex; (b) an individual, by virtue of his or her race orsex, is inherently racist, sexist, or oppressive, whether consciously or unconsciously; (c) an
individual should be discriminated against or receive adverse treatment solely or partly because of
his or her race or sex; (d) members of one race or sex cannot and should not attempt to treat others
without respect to race or sex; (e) an individual’s moral character is necessarily determined by his
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or her race or sex; (f) an individual, by virtue of his or her race or sex, bears responsibility for actionscommitted in the past by other members of the same race or sex; (g) any individual should feel
discomfort, guilt, anguish, or any other form of psychological distress on account of his or her raceor sex; or (h) meritocracy or traits such as a hard work ethic are racist or sexist, or were created bya particular race to oppress another race. The term ‘‘race or sex stereotyping’’ means ascribing
character traits, values, moral and ethical codes, privileges, status, or beliefs to a race or sex, or to
an individual because of his or her race or sex, and the term ‘‘race or sex scapegoating’’ means
assigning fault, blame, or bias to a race or sex, or to members of a race or sex because of their raceor sex.
2. The Seller will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice, to be provided by the agency
contracting officer, advising the labor union or workers’ representative of the contractor’scommitments under the Executive Order of September 22, 2020, entitled Combating Race and Sex
Stereotyping, and shall post copies of the notice in conspicuous places available to employees andapplicants for employment.
3. In the event of the Seller’s noncompliance with the requirements of paragraphs (1), (2), and (4), orwith any rules, regulations, or orders that may be promulgated in accordance with the Executive
Order of September 22, 2020, this purchase order may be canceled, terminated, or suspended inwhole or in part and the Seller may be declared ineligible for further Government contracts inaccordance with procedures authorized in Executive Order 11246, and such other sanctions may
be imposed and remedies invoked as provided by any rules, regulations, or orders the Secretary ofLabor has issued or adopted pursuant to Executive Order 11246, including subpart D of that order.
4. The Seller will include the provisions of paragraphs (1) through (4) in every subcontract or purchaseorder unless exempted by rules, regulations, or orders of the Secretary of Labor, so that suchprovisions will be binding upon each subcontractor or vendor. The Seller will take such action withrespect to any subcontract or purchase order as may be directed by the Secretary of Labor as ameans of enforcing such provisions including sanctions for noncompliance: Provided, however, thatin the event the Seller becomes involved in, or is threatened with, litigation with a subcontractor orvendor as a result of such direction, the Seller may request the United States to enter into such
litigation to protect the interests of the United States.
19. HOLD HARMLESS – SELLER HEREBY AGREES TO DEFEND AND FOREVER INDEMNIFY, RELEASEAND HOLD HARMLESS BUYER, ITS AGENTS AND EMPLOYEES FROM ANY AND ALL CAUSE OR
CAUSES OF ACTION, INCLUDING PERSONAL INJURY, ILLNESS, DEATH, AND PROPERTY DAMAGE,COSTS, CHARGES, FINES, CLAIMS, DEMANDS, AND LIABILITIES OF WHATEVER KIND, NAME OR
NATURE, ARISING FROM OR RELATING TO SELLER’S PERFORMANCE, OR FAILURE TO PERFORM
HEREUNDER, INCLUDING BUT NOT LIMITED TO FAILURE TO COMPLY WITH EXHIBIT “B” AND “C”
ATTACHED HERETO AS APPLICABLE, AND HOWSOEVER THE SAME BE CAUSED; EXCEPT AS A
RESULT OF THE SOLE NEGLIGENCE OF BUYER.
20. CONTRACTOR INSURANCE – Seller shall comply with the insurance requirements EXHIBIT B attachedto this Purchase Order and provide a certificate of insurance meeting these requirements prior to the start ofwork. Failure to comply can result in delay of payment.
21. FOREIGN NATIONAL – By acceptance of this Purchase Order for the performance of services required,
the Seller agrees and covenants that the following conditions are met when providing any employee of Seller:
1. None of Seller’s employees who provide services to Buyer pursuant to this Purchase Order are
unauthorized aliens as defined in the Immigration Reform and Control Act of 1986; and2. If Seller’s employees are foreign national workers present in the United States under a nonimmigrantvisa category that carries authorization to work, Seller will furnish to Buyer a copy of the appropriate work
authorization document for each foreign national worker verifying the work authorization, including but notlimited to copy of employment authorization document, approved Form I-797 and certified labor condition
application, or other acceptable documentation. Such employees will only be utilized to perform services which
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3. All of Seller’s employees who are to perform services which are export controlled shall be United States
citizens or legal permanent residents of the United States.
22. RETAIN IN CONFIDENCE – Seller agrees it will retain in confidence and not use or disclose to others anyof Buyer’s trade secrets, confidential know-how, data or other information acquired by, or disclosed to Seller
by or on behalf of Buyer.
23. NO ADVERTISING – No advertising or publicity containing any reference to Buyer or any of its employees
either directly or by implication, shall be made use of by Seller or on Seller’s behalf without Buyer’s written
approval.
24. LIEN RELEASE – The Seller shall not permit any actual or purported lien, charge or claim to attach or
attempt to attach to the work, the site or any amounts due or to become due to the Seller under this Purchase
Order. If any lien, charge or claim is so asserted, the Seller shall promptly procure its release and indemnify
the Buyer against all damage and expense incident thereto. Upon completion of the work and before any final
payment and settlement, the Seller shall provide evidence satisfactory to the Buyer of payment and release ofdebts, taxes, liens, charges, obligations and claims for or relating to labor, materials, subcontractors and subsubcontractors.
25. COUNTERFEIT WORK - (a)The following definitions apply to this clause:“Counterfeit Work” means Work that is or contains unlawful or unauthorized reproductions, substitutions, oralterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic,
unmodified part from the original manufacturer or a source with the express written authority of the original
manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or
unauthorized substitution includes used Work represented as new, or the false identification of grade, serial
number, lot number, date code, or performance characteristics.
“Suspect Counterfeit Work” means Work for which credible evidence (including, but not limited to, visualinspection or testing) provides reasonable doubt that the Work part is authentic.
(b) Seller shall not deliver Counterfeit Work or Suspect Counterfeit Work to Buyer under this Purchase Order.
(c) Seller shall only purchase products to be delivered or incorporated as Work to Buyer directly from the Original
Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized
distributor chain. Seller may use another source only if (i)the foregoing sources are unavailable, (ii) Seller’s
inspection and other counterfeit risk mitigation processes will be employed to ensure the authenticity of the Work,and (iii) Seller obtains the advance written approval of Buyer.
(d) Seller shall maintain counterfeit risk mitigation processes in accordance with industry recognized standards
and with any other specific requirements identified in this Purchase Order.
(e) Seller shall immediately notify Buyer with the pertinent facts if Seller becomes aware that it has delivered
Counterfeit Work or Suspect Counterfeit Work. When requested by Buyer, Seller shall provide OCM/OEM
documentation that authenticates traceability of the affected items to the applicable OCM/OEM. Seller, at its
expense, shall provide reasonable cooperation to Buyer in conducting any investigation regarding the deliveryof Counterfeit Work or Suspect Counterfeit Work under this Purchase Order.
(f) This clause applies in addition to and is not altered, changed, or superseded by any quality provision,
specification, statement of work, regulatory flowdown, or other provision included in this Purchase Order
addressing the authenticity of Work.
(g) In the event that Work delivered under this Purchase Order constitutes or includes Counterfeit Work, Seller
shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to the requirementsof this Purchase Order. Notwithstanding any other provision in this Purchase Order, Seller shall be liable for all
costs relating to the removal and replacement of Counterfeit Work, including without limitation Buyer’s costs ofremoving Counterfeit Work, of installing replacement Work and any testing necessitated by the reinstallation ofWork after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to
any remedies Buyer may have at law, equity or under other provisions of this Purchase Order.
(h) Seller shall include paragraphs (a) through (g) and this paragraph (h) of this clause or equivalent provisions
in lower tier subcontracts for delivery of items that will be included in or furnished as Work to Buyer.
26. TEXAS SALES TAX EXEMPTION CERTIFICATE – We claim an exemption from payment of sales anduse taxes for the purchase of taxable items described on the reverse side hereof. We claim this exemption
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because Southwest Research Institute is a non-profit organization that qualifies under Section 151.310 of the
Texas Tax Code. We understand that we will be liable for payment of sales tax which may become due for
failure to comply with the provisions of the state, city and/or metropolitan transit authority sales and tax laws
and Comptroller rules regarding exempt purchases. Liability for the tax will be determined by the price paid forthe taxable item purchased or the fair market value for the period of time used. We understand that it is amisdemeanor to give an exemption certificate to the Seller for taxable items which we know, at the time ofpurchase, will be used in a manner other than that expressed in this certificate and, upon conviction, may be
fined up to $500.00 per offense. Sales and use tax “exemption numbers” do not exist.
SERVICES - If the Seller is providing “Services” as part or all of this Purchase Order then the following clauses
shall apply:
27. INDEPENDENT CONTRACTOR – Services rendered by Seller for Buyer and Seller’s and Buyer’s
respective relationship in all matters related to this Purchase Order shall be as independent contractor and not
as employee, agent or servant. Seller shall obey all federal, state, and local safety and health regulations in
the performance of the services to be supplied hereunder, and while on the premises of the Buyer.
28. COMPETENCE, CONFORMITY, SAFETY, AND ETHICS – Seller shall perform the Services diligently andcarefully in accordance with the degree of skill normally exercised by recognized professional persons or firms
which supply services of a similar nature. Furthermore, and without limitation, Seller shall comply with process
conformity, safety and understand the importance of ethical behavior when performing Services or providing
Goods to Buyer. Seller warrants that it is not aware presently of any facts that indicate to it that entering into
this Purchase Order will conflict with any obligations Seller may have under any other contracts, agreements
or obligations.
29. TRAVEL EXPENSES - Reimbursement of travel expenses shall only be considered for actual costs
incurred and must be accompanied by detailed receipts, including receipts for meal expenses when per diemis exceeded. Travel expenses for lodging and per diem (including meals and incidentals must be in compliancewith current Federal Travel Regulation (FTR) and FAR and must not exceed GSA per diem rates for applicable
location(s) at the time of travel. Airfare will be reimbursed for the lowest priced airfare available to theContractor during normal business hours and travelers must use the least expensive compact car available,
unless an exception for another class of vehicle is approved. Travelers are not to be reimbursed for purchasing
pre-paid refueling options for rental cars. Reimbursement for personal vehicle usage/mileage shall be inaccordance with the current FTR mileage rate at the time of travel. If the mileage is over 50 miles one way, a
map to support mileage will be required.
30. CONSTRUCTION AND/OR SERVICES PERFORMED ON BUYER’S PREMISES – If Seller is performing
construction and/or other services on a premises owned or controlled by Buyer, Seller shall comply with all
safety, security and environmental requirements set forth in Exhibit “C” attached to this Purchase Order.

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Exhibit A to General Purchase Order Terms and Conditions
Government Acquisition Clauses Incorporated by Reference
These clauses shall be incorporated by reference as specified in the Federal Acquisition Regulations (FAR).
These clauses shall be incorporated into this Purchase Order with the same force and effect as if they were
given in full text. Upon request, the full text will be made available. The obligations of the Contractor to theGovernment as provided in said clauses shall be deemed to be the obligations of the Seller to the Buyer.
Wherever necessary to make the context of the clauses set forth in this Exhibit "A" applicable to this Purchase
Order the term "Contractor", and “Subcontractor” shall mean Seller, the term "Contract", and “Subcontract” shallmean this Purchase Order, and the terms "Government", and "Contracting Officer" equivalent phrases shallmean Buyer, except in the following cases, where the terms "Government" and "Contracting Officer" do notchange designation: (1) In the phrases "Government Property", Government-Owned Property", "Government
Equipment", and "Government-Owned Equipment", (2) When a right, act, authorization or obligation can be
granted or performed only by the Government or the prime contract Contracting officer or his duly authorized
representative, (3) When title to property is to be transferred directly to the Government, and (4) Anywhere in
FAR Clause Nos. 52.227-all and 52.246-23.
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) (Applies if
this Purchase Order exceeds $150,000.)
52.203-7 ANTI-KICKBACK PROCEDURES (JUN 2020) (Applies if this Purchase Order exceeds $150,000 andis not for a commercial item.)
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020)(Applies if this Purchase Order exceeds $150,000.)
52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORMEMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014) (Applies if this Purchase Order exceeds $150,000.)
52.204-2 SECURITY REQUIREMENTS (AUG 1996) (Applies when Seller requires access to classified
information)
52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011) (Applies
where Seller will have physical access to a federally-controlled facility or access to a Federal information system.)
52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JUN2020) (Subparagraph (d)(2) does not apply. If Seller meets the thresholds specified in paragraphs (d)(3) and(g)(2) of the clause, Seller shall report required executive compensation by posting the information at
http://www.fsrs.gov. All information posted will be available to the general public.)
52.204-21
BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN2016) (Applies when Seller at any tier may have Federal contract information residing in or transiting through its
information system.)
52.204-25
PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEOSURVEILLANCE SERVICES OR EQUIPMENT (AUG 2020)
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITHCONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUN 2020) (Applies if thisContract exceeds $25,000. Copies of notices provided by Seller to the Contracting Officer shall be provided toBuyer.)
52.211-5 MATERIAL REQUIREMENTS (AUG 2000) – 11.304 (non-commercial items)
52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008) – 11.604(b) – (ratedorders)52.214-26 AUDIT AND RECORDS—SEALED BIDDING (JUN 2020) (Applies if this Purchase Order exceeds$750,000.)
52.214-27 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA—MODIFICATIONS—SEALEDBIDDING (JUN 2020) (Applies if this Purchase Order exceeds $750,000.)
52.214-28 SUBCONTRACTOR COST OR PRICING DATA—MODIFICATIONS—SEALED BIDDING (JUN2020) (Applies if this Purchase Order exceeds $750,000.) NOTE: The obligations which FAR clause 52.214-28
in the Prime Contract requires of subcontractors are required of Seller. As required by applicable law or
regulation, Seller shall provide cost or pricing data and execute a Certificate of Current Cost or Pricing Data in
substantially the form prescribed in Table 15-2 of FAR Clause 15.408. In addition to any remedies provided bylaw or under this Purchase Order, if Buyer is subjected to any liability as the result of Seller’s, or Seller’s
subcontractor’s, failure to comply with the requirements of FAR clause 52.214-28, then Seller agrees to
Revised December 2020

indemnify and hold Buyer harmless to the full extent of any loss, damage or expense (excluding Buyer’s
overhead and profit) resulting from such failure.
52.215-2 AUDIT AND RECORDS—NEGOTIATION (JUN 2020) (Applies if this Purchase Order exceeds$150,000.)
52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (AUG 2011) (Applies if
submission of certified cost or pricing data is required. NOTE: The obligations that FAR clause 52.215-20 in
the Prime Contract requires of subcontractors are required of Seller. As required by applicable law or regulation,
Seller shall provide cost or pricing data and execute a Certificate of Current Cost or Pricing Data in substantiallythe form prescribed in FAR 15.406-2. In addition to any other remedies provided by law or under this Purchase
Order, if Buyer is subject to any liability as the result of Seller’s or its subcontractor’s submission and certificationof cost or pricing data as set forth in subparagraphs (a)(1) or (a)(2) of this clause, or their furnishing of data or
any description that is incomplete, inaccurate or not current as set forth in subparagraph (a)(2) of this clause,then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage or expense(excluding Buyer’s overhead and profit) resulting from such failure.
52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA—MODIFICATIONS (JUN 2020)(Applies if submission of certified cost or pricing data is required for modifications) NOTE: The obligations which
FAR clause 52.215-21 in the Prime Contract requires of subcontractors are required of Seller. As required byapplicable law or regulation, Seller shall provide cost or pricing data and execute a Certificate of Current Cost or
Pricing Data in substantially the form prescribed in FAR 15.406-2. In addition to any other remedies provided
by law or under this Purchase Order, if Buyer is subject to any liability as the result of Seller’s or its
subcontractor’s submission and certification of cost or pricing data as set forth in subparagraphs (ab)(1) or (ab)(2) of this clause, or their furnishing of data or any description that is inaccurate as set forth in subparagraph(a b)(3) of this clause, then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss,
damage or expense (excluding Buyer’s overhead and profit) resulting from such failure.
52.215-12 SUBCONTRACTOR COST OR PRICING DATA (JUN 2020) (Applies if the Purchase Order, whenentered into, exceeds the threshold for submission of cost or pricing data at FAR 15.403-4, and cost or pricing
data is required by paragraph (a) to be submitted in connection with the award of the Purchase Order.)52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA—MODIFICATIONS (JUN 2020)
Applies if the Purchase Order, on the date of agreement on price or the date of award, whichever is later, exceeds
the threshold for submission of cost or pricing data at FAR 15.403-4 and FAR 52.215-11 is applicable to thisPurchase Order.)52.215-14 INTEGRITY OF UNIT PRICES (JUN 2020) (Applies if this Contract exceeds $150,000. Paragraph (b)of the clause is N/A.)
52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2010) (Applies in solicitations andPurchase Orders for which it is anticipated that cost or pricing data will be required or for which any pre-award
or post-award cost determination will be subject to FAR Part 31.)52.215-16 FACILITIES CAPITAL COST OF MONEY (JUN 2003) (Applies only if this Purchase Order is subject
to the Cost Principles at FAR Subpart 31.2 and Seller proposed facilities capital cost of money in its offer.)
52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997) (Applies only if this Purchase
Order is subject to the Cost Principles at FAR Subpart 31.2 and Seller did not propose facilities capital cost ofmoney in its offer.)
52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER
THAN PENSIONS (JUL 2005) (Applies in solicitations and Purchase Orders for which it is anticipated that costor pricing data will be required or for which any pre-award or post-award cost determinations will be subject to
FAR Part 31.)52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) (If Seller is a foreign company, thisclause applies to this Purchase Order only if Work under the Purchase Order will be performed in the UnitedStates or Seller is recruiting employees in the United States to Work on the Purchase Order)
52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JUN 2020) (Applies if this Purchase Order exceeds$750,000 except the clause does not apply if Seller is a small business concern. Seller's subcontracting plan isincorporated herein by reference. If Seller is a foreign company, this clause applies to this Purchase Order only
if Work under the Purchase Order will be performed in the United States or Seller is recruiting employees in the
United States to Work on the Purchase Order)
52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT—OVERTIME COMPENSATION(MAR 2018) (Applies if the Purchase Order exceeds $150,000. Also, under the clause, Buyer may withhold or
recover from Seller such sums as the Contracting Officer may withhold or recover from Buyer because of
liabilities of Seller or its subcontractors under this clause.)
Revised December 2020

52.222-20 CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES AND EQUIPMENT (JUN 2020) (Applies
if this Purchase Order exceeds $15,000.)
52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)52.222-26 EQUAL OPPORTUNITY (SEP 2016)52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) (Applies if this Purchase Order is for$150,000, or more.)
52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 2020) (Applies if this Contract
exceeds $15,000. If Seller is a foreign company, this clause applies to this Purchase Order only if Work under
the Purchase Order will be performed in the United States or Seller is recruiting employees in the United States
to Work on the Purchase Order)
52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020) (Applies if this Contract exceeds $150,000.
If Seller is a foreign company, this clause applies to this Purchase Order only if Work under the Purchase Orderwill be performed in the United States or Seller is recruiting employees in the United States to Work on thePurchase Order)
52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT(DEC 2010) (Applies if this Contract exceeds $10,000. If Seller is a foreign company, this clause applies to thisPurchase Order only if Work under the Purchase Order will be performed in the United States or Seller isrecruiting employees in the United States to Work on the Purchase Order)
52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018) (Applies if this Contract is for services
subject to the Service Contract Labor Standards. The clause does not apply if this Contract has been
administratively exempted by the Secretary of Labor or exempted by 41 U.S.C. 6702, as interpreted in Subpart
C of 29 CFR Part 4. If Seller is a foreign company, this clause applies to this Purchase Order only if Work under
the Purchase Order will be performed in the United States or Seller is recruiting employees in the United States
to Work on the Purchase Order)
52.222-50 COMBATING TRAFFICKING IN PERSONS (OCT 2020) (Insert “and Buyer” after “Government”
throughout this clause)
52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) (Applies if this Contract exceeds$3,500except for commercial services that are part of the purchase of a COTS item (or an item that would be a
COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that
COTS item. If Seller is a foreign company, this clause applies to this Purchase Order only if Work under the
Purchase Order will be performed in the United States or Seller is recruiting employees in the United States toWork on the Purchase Order)
52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997) (Applies
if this Contract involves hazardous material. Insert “and Buyer” after “Government” throughout this clause, except
in paragraph (f) insert “or Buyer” after “Government”)
52.223-7 NOTICE OF RADIOACTIVE MATERIALS (JAN 1997) (Applies to Work containing covered radioactive
material. In the blank insert "30".)
52.223-11 OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL
HYDROFLUOROCARBONS (JUN 2016) (Applies if the Work was manufactured with or contains ozonedepleting substances.)
52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (JUN2020) (Applies to all solicitations and contracts.).
52.225-1 BUY AMERICAN ACT—SUPPLIES (MAY 2014) Applies only if the Seller is supplying an item that is
an end product under the Buyer’s prime contract and the prime contract contains the clause at FAR 52.225-1.)
52.225-3 BUY AMERICAN ACT—FREE TRADE AGREEMENTS—ISRAELI TRADE ACT (MAY 2014) Applies
only if the Seller is supplying an item which is an end product under the prime contract and the prime contractcontains the clause at FAR 52.225-3. In the event the prime contract contains that clause in one of its alternate
versions, the equivalent alternate version will be used.)
52.225-5 TRADE AGREEMENTS (OCT 2019) Applies only if the Seller is supplying an item which is an end
product under the prime contract and the prime contract contains the clause at FAR 52.225-5.)
52.225-8 DUTY-FREE ENTRY (OCT 2010) (Applies if supplies identified in the Schedule as supplies to beaccorded duty free entry are to be imported or if other foreign supplies in excess of $150,000 may be imported
into the customs territory of the United States. In paragraph (c)(1), “20 days” is changed to “30 days.” Inparagraph (c)(2), “10 days” is changed to “20 days.” The terms “Government” and “Contracting Officer” inparagraph (f) do not change.)52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)
Revised December 2020

52.227-1 AUTHORIZATION AND CONSENT (JUN 2020) (Applies only if the Prime Contract contains thisclause.)52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (JUN2020) (Applies if this Contract exceeds $150,000. Insert “or Buyer” after “Government” throughout this clause)
52.227-9 REFUND OF ROYALTIES (APR 1984)
52.227-10 FILING OF PATENT APPLICATIONS—CLASSIFIED SUBJECT MATTER (DEC 2007) (Applies if
the Work or any patent application may cover classified subject matter.)
52.227-14 RIGHTS IN DATA—GENERAL (MAY 2014) (Does not apply if DFARS 252.227-7013 applies)
52.228-5 INSURANCE -- WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (Applies if this Purchase
Order involves Work on a Government installation. In paragraph (b) insert “or Buyer” after “Government”.
Minimum kinds and amount of insurance shall be as described in Exhibit B to this Purchase Order.)52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)52.233-3 PROTEST AFTER AWARD (AUG 1996) (In the event Buyer's customer has directed Buyer to stop
performance of the Work under the Prime Contract under which this Purchase Order is issued pursuant to FAR
33.1, Buyer may, by written order to Seller, direct Seller to stop performance of the Work called for by thisPurchase Order. "30 days" means "20 days" in paragraph (b)(2). In paragraph (f) add after "33.104(h) (1)" thefollowing: "and recovers those costs from Buyer".)
52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND VEGETATION (APR 1984)(Applies if Work is performed on a Government installation. The second time "Government" appears in theclause, insert “or Buyer” after “Government”.)
52.242-13 BANKRUPTCY (JUL 1995) (Applies if this Purchase Order exceeds $150,000.)
52.242-15 STOP-WORK ORDER (AUG 1989)
52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)
52.243-1 CHANGES—FIXED-PRICE (AUG 1987) (Alternate I applies if this Contract is for services. Alternate IIapplies if this contract is for supplies and services.)
52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (OCT 2020)
52.245-1 GOVERNMENT PROPERTY (JUN 2017) Alt I (APR 2012) ("Contracting Officer" means "Buyer"
except in the definition of Property Administrator and in paragraphs (h)(1)(iii) where it is unchanged, and inparagraphs (c) and (h)(4) where it includes Buyer. "Government" is unchanged in the phrases "Government
property" and "Government furnished property" and where elsewhere used except in paragraph (d)(1) where itmeans "Buyer" and except in paragraphs (d)(2) and (g) where the term includes Buyer. The following is added
as paragraph (n) "Seller shall provide to Buyer immediate notice if the Government or other customers (i) revokes
its assumption of loss under any direct contracts with Seller, or (ii) makes a determination that Seller's property
management practices are inadequate, and/or present an undue risk, or that Seller has failed to take corrective
action when required.")52.246-2 INSPECTION OF SUPPLIES—FIXED-PRICE (AUG 1996) (1) The provisions in this clause pertaining
to access, rights to inspect, safety protection and relief from liability apply equally to Buyer and the Government.
(2) An inspection system accepted by the Government will be deemed acceptable to the Buyer.)52.246-4 INSPECTION OF SERVICES - FIXED PRICE (AUG 1996) (insert “and Buyer” after “Government”
except in paragraphs e and (f) where “Buyer” should be substituted for “Government”.)
52.246-16 Responsibility for Supplies (Apr 1984)
52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS (JUN 2003) (Applies if this Purchase Order
involves international air transportation.)
52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS (FEB 2006)
52.248-1 VALUE ENGINEERING (JUN 2020) (Applies if this Contract exceeds $150,000.)
52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (APR 2012) (Insert“and Buyer” after “Government” the first time "Government" appears in paragraphs (b)(4) and (b)(6), it applies toall of paragraph (b)(8) and it applies to the second time "Government" appears in paragraph (d). In paragraph(n) “Government" means "Buyer and the Government" . In paragraph (c) "120 days" is changed to "60 days." Inparagraph (d) "15 days" is changed to "30 days," and "45 days" is changed to "60 days. "In paragraph (e) "1year" is changed to "6 months." Paragraph (j) is deleted. In paragraph (l) "90 days" is changed to "45 days."
Settlements and payments under this clause may be subject to the approval of the Contracting Officer.)52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984) The Buyer’s right to terminate fordefault may be exercised if the Seller fails to cure within 7 days of the receipt of the cure notice.)

Applicable DFARS Flowdown Clauses:
Revised December 2020

252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE- CONTRACTRELATED FELONIES (DEC 2008)
NOTE: This clause is applicable only if the Purchase Order exceeds the simplified acquisition threshold and is
not for a commercial item or component.
252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING(DEC 2019) (Applicable to orders issued under DoD Prime Contracts, except for orders that are solely for theacquisition of COTS items) All requirements of this clause flow down to Sellers providing operationally criticalsupport, or for which Purchase Order performance will involve covered defense information, including Purchase
Orders for commercial items.
Per Section (m)(1), Seller shall include this clause in Purchase Orders or similar contractual instruments, for
operationally critical support, or for which Purchase Order performance will involve covered defense information,
including Purchase Orders for commercial items, without alteration, except to identify the parties. The Seller
shall determine if the information required for next-tier seller performance retains its identity as covered defense
information and will require protection under this clause, and, if necessary, consult with Buyer.
Per Section (m)(2), Seller is required to:(i) Notify the prime Contractor (or next higher-tier subcontractor) when submitting a request to vary from a NIST
SP 800-171 security requirements to the Contracting Officer, in accordance with paragraph (b)(2)(ii)(B) of thisclause; and(ii) Provide the incident report number, automatically assigned by DoD, to the Prime Contractor (or next highertier subcontractor) as soon as practicable, when rapidly reporting a cyber incident to DoD at http://dibnet.dod.mil
as required in paragraph (c) of this clause.
The Seller is required to have or acquire a DoD-approved medium assurance certificate to report cyber incidents(see https://public.cyber.mil/eca/), as required per paragraph (c)(3) of this clause.
252.204-7019 NOTICE OF NIST SP 800-171 DoD ASSESSMENT REQUIREMENTS (NOV 2020) (Applicableto orders issued under DoD Prime Contracts, except for orders that are solely for the acquisition of COTS items)
252.204-7020 NIST SP 800-171 DoD ASSESSMENT REQUIREMENTS (Applicable to all orders issued under
DoD Prime Contracts, except for orders that are solely for the acquisition of COTS items)
252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION TO LITIGATION SUPPORT(MAY 2016)
252.211-7003 ITEM UNIQUE IDENTIFICATION AND VALUATION (MAR 2016)
252.219-7003 SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) (OCT 2019)
NOTE: This clause supplements the Federal Acquisition Regulation 52.219-9, Small, Small Disadvantaged and
Women-Owned Small Business Subcontracting Plan, clause of this Purchase Order.
252.223-7001 HAZARD WARNING LABELS (DEC 1991) (Applies if this Purchase Order requires the deliveryof hazardous materials.)
252.223-7002 SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES (MAY 1994) (Applies only if
the articles furnished under this Purchase Order contain ammunition or explosives, including liquid and solid
propellants. Substitute “Buyer” for “Contracting Officer”, “Administrative Contracting Officer:” and “ACO”, “andBuyer” after “Government” in paragraphs (g)(1)(i) and (e)(1)(ii). Communication under those paragraphs from/toSeller to/from the Contracting Officer shall be through Buyer. Insert “and Buyer” after “Contracting Officer”
throughout this clause. Delete "prime" in (g)(1)(ii) and add "and Buyer." Delete "substituting its name forreferences to the Government." in (g)(1)(ii))
252.223-7003 CHANGE IN PLACE OF PERFORMANCE - AMMUNITION AND EXPLOSIVES (DEC 1991)(Applies if 252.223-7002 applies to this Purchase Order. Substitute “Buyer” for “Contracting Officer”,“Administrative Contracting Officer:” and “ACO”, and insert “or Buyer” after “Government” throughout this clause.)252.223-7006 PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS(SEP 2014) (Applies if this Purchase Order requires access to a DoD installation)
252.223-7007 SAFEGUARDING SENSITIVE CONVENTIONAL ARMS, AMMUNITION, AND EXPLOSIVES(SEP 1999) (Applies if this Purchase Order is for the development, production, manufacture, or purchase ofarms, ammunition, and explosives or when arms, ammunition, and explosives will be provided to SELLER as
Government Furnished Property.)252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM (JUN 2013) (Applies if Purchase Order is for
supplies, maintenance and repair services, or construction. Substitute “Buyer” for “Contracting Officer”,“Administrative Contracting Officer:” and “ACO” throughout this clause.)252.225-7001 BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (DEC 2017)
Revised December 2020

252.225-7004 REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA –SUBMISSION AFTER AWARD (OCT 2020)
NOTE: This clause is applicable only if the Purchase Order exceeds $13,500,000, and is not for commercial
items, construction, ores, natural gas, utilities, petroleum products and crudes, timber (logs) or subsistence.
252.225-7007 PROHIBITION ON ACQUISITION OF CERTAIN ITEMS FROM COMMUNIST CHINESEMILITARY COMPANIES (DEC 2018) (Applies if Seller is supplying items on the U.S. Munitions list.)
252.225-7009 RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTYMETALS (DEC 2019) (Applies if the Work to be furnished contains specialty metals. Paragraph (d) is deleted.)
252.225-7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (DEC 2017) (Applies if Purchase
Order exceeds $150,000.)
252.225-7013 DUTY-FREE ENTRY (APR 2020)
NOTE: Insert the substance of this clause, including paragraph (j), in all subcontracts under the Purchase Orderfor (1) qualifying country components, or (2) non-qualifying country components for which Seller estimates that
duty will exceed $200 per unit. Tailor such subcontracts in accordance with paragraph (j) of the clause.
252.225-7016 RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS (JUN 2011) (Applies if
Work supplied under this Purchase Order contains ball or roller bearings. Substitute “Buyer” for “Government”
or “United States” in subparagraph (a) (2).)
252.225-7021 TRADE AGREEMENTS (SEP 2019)
NOTE: This clause applies only if the Seller is supplying an item that is an end product under the prime contract
and the prime contract contains the equivalent clause.
252.225-7033 WAIVER OF UNITED KINGDOM LEVIES (APR 2003) (Applies if this Purchase Order is with a
United Kingdom company. Substitute “Buyer” for “Contracting Officer”, “Administrative Contracting Officer:” and“ACO” throughout clause. Substitute “Buyer” for “Government” or “United States” in the second sentence ofparagraph (a).)
252.225-7036 BUY AMERICAN—FREE TRADE AGREEMENTS—BALANCE OF PAYMENTS PROGRAM(DEC 2017)
NOTE: This clause applies only if the Seller is supplying an item that is an end product under the prime contract
and the prime contract contained the equivalent clause. Alternate I, is applicable if the prime contract contains
the equivalent Alternate I.
252.225-7043 ANTI-TERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORSOUTSIDE THE UNITED STATES (JUN 2015) (Applies where Seller will be performing or traveling outside theU.S. under this Purchase Order. For paragraph (c), see applicable information cited in DFARS 225.7401.)
252.225-7048 EXPORT-CONTROLLED ITEMS (JUN 2013)252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC ENTERPRISES,AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS (APR 2019)
NOTE: This clause applies if this Purchase Order exceeds $500,000 and further subcontracting opportunities
may exist. Buyer shall have no liability to Seller for any incentive payment under this clause unless and until theGovernment provides said incentive payment to Buyer.
252.227-7013 RIGHTS IN TECHNICAL DATA -- NONCOMMERCIAL ITEMS (FEB 2014)252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIALCOMPUTER SOFTWARE DOCUMENTATION (FEB 2014)252.227-7015 Technical Data—Commercial Items (FEB 2014)252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION (JAN 2011)252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS - COMPUTER SOFTWARE (SEP 2016)
252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHEDINFORMATION MARKED WITH RESTRICTIVE LEGENDS (MAY 2013) (Insert “and Buyer” after“Government in paragraph (c)(1))
252.227-7026 DEFERRED DELIVERY OF TECHNICAL DATA OR COMPUTER SOFTWARE (APR 1988)(Substitute “Buyer” for “Government” or “United States” throughout this clause)
252.227-7027 DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE (APR 1988)(Substitute “Buyer” for “Government” or “United States” in the first sentence.)252.227-7028 TECHNICAL DATA OR COMPUTER SOFTWARE PREVIOUSLY DELIVERED TO THE
GOVERNMENT (JUN 1995) (The definitions for "contract" and "subcontract" shall not apply herein, except for
the first reference to contract. Insert “or Buyer” after “Government” throughout this clause.)252.227-7030 TECHNICAL DATA - WITHHOLDING OF PAYMENT (MAR 2000) (Substitute “Buyer” for“Government” or “United States” and “Buyer” for “Contracting Officer”, “Administrative Contracting Officer:” and“ACO” in paragraph (a); Insert “or Buyer” after “Government” in paragraph (b).)
Revised December 2020

252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (SEP 2016)
252.228-7005 MISHAP REPORTING AND INVESTIGATION INVOLVING AIRCRAFT, MISSILES, AND
SPACE LAUNCH VEHICLES (NOV 2019) (In paragraph (a), communication from/to Seller to/from theContracting Officer shall be through Buyer. In paragraph (b) insert “and Buyer” after “Government”.)
252.231-7000 SUPPLEMENTAL COST PRINCIPLES (DEC 1991)
252.239-7018 SUPPLY CHAIN RISK (FEB 2019) (Applies if this Purchase Order involves the development ordelivery of any information technology, whether acquired as a service or as a supply. Insert “or Buyer” after“Government” throughout this clause.)252.243-7001 PRICING OF CONTRACT MODIFICATIONS (DEC 1991)
252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT (DEC 2012)
NOTE: This clause is applicable to Purchase Orders exceeding the simplified acquisition threshold.
252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS (DOD CONTRACTS) (SEP 2020)
252.246-7001 Warranty of Data – Alternate I (Mar 2014)252.246-7007 CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND AVOIDANCESYSTEM (AUG 2016) (Paragraphs (a) through (e) apply if Seller is subject to the Cost Accounting Standards
under 41 U.S.C. chapter 15, as implemented in regulations found at 48 CFR 9903.201-1. Insert ‘and Buyer” after“Government” in paragraph (c)(2). Insert “and Buyer” after “Contracting Officer” in paragraph (c)(6).)
252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA (FEB 2019) (In the first sentence of paragraph (g),insert a period after “Contractor” and delete the balance of the sentence. Paragraph (f) and (g) shall not apply if
this Purchase Order is at or below $150,000. Substitute “Buyer” for “Contracting Officer” in paragraph (g).)
252.249-7002 NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION (JUN 2020)(NOTE: Substitute “Buyer” for “Contracting Officer”, “Administrative Contracting Officer” and “ACO” throughoutclause. Delete paragraph (d) (1) and the first five words of paragraph (d) (2).)

Representations and Certifications
Seller acknowledges that Buyer will rely on Seller representations and certifications in awarding this Purchase
Order to Seller. Seller either (1) certifies it has completed the annual representations and certifications
electronically via the SAM website accessed through https://www.acquisition.gov, wherein the Seller verifies by
acceptance of this Purchase Order that the representations and certifications currently posted electronically that
apply to this Purchase Order as indicated in paragraph (c) of FAR 52.204-8, Annual Representations andCertifications, have been entered or updated within the last 12 months, are current, accurate, complete, andapplicable to this Purchase Order (including the business size standard applicable to the NAICS code referenced
for this solicitation), as of the date of this award and are incorporated in this award by reference (see FAR
4.1201); or (2) certifies to the Self-Certifications set forth below. Seller shall immediately notify Buyer of any
change of status regarding any representation or certification set forth herein.
Self-Certifications:
The Terms and Conditions referenced in this Purchase Order may include self-certification statements. By
acceptance of this Purchase Order, Seller confirms its acceptance of the applicable self-certification statements
contained in the terms and conditions and referenced herein.
1. CERTIFICATION OF COMPLIANCE TO FEDERAL ACQUISITION REGULATIONS:ANTI-KICKBACKThis certification needs to be completed by all Southwest Research Institute (SwRI®) Suppliers andSubcontractors who are fulfilling a contract in excess of $150K.
CERTIFICATION REGARDING ANTI-KICKBACK. SELLER certifies, to the best of his or her knowledge andbelief, that:(a) The Offeror is aware that this procurement is subject to the terms of the Anti-Kickback Act of 1986

(41 U.S.C. §§ 8701-8707). The Act was passed to deter subcontractors from making payments andcontractors from accepting payments for the purpose of improperly obtaining or rewarding favorable
treatment in connection with a prime contract or subcontract relating to a prime contract.

Revised December 2020

(b) The Offeror is aware that the Act imposes criminal penalties on any person who knowingly and willfully
engages in the prohibited conduct and provides for the recovery of civil penalties by the United States from any
person who knowingly engages in such prohibited conduct and from any person whose employee and/or
subcontractor employee provides, accepts or charges a kickback.
(c) The Offeror is aware that pursuant to 41 U.S.C. § 8703 (c)(1) Subcontractors, either of Government-uniqueor commercial items are required to submit a written report to the Government in the event that they havereasonable grounds to believe that a violation of the Anti-Kickback Act may have occurred.
2. FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal
Transactions (Sep 2007) (Applicable to solicitations and contracts exceeding $150,000)(a) Definitions. As used in this provision-"Lobbying contact" has the meaning provided at 2 U.S.C. 1602(8).
The terms "agency," "influencing or attempting to influence," "officer or employee of an agency," "person,""reasonable compensation," and "regularly employed" are defined in the FAR clause of this solicitation entitled"Limitation on Payments to Influence Certain Federal Transactions" (52.203-12).
(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled "Limitation
on Payments to Influence Certain Federal Transactions" (52.203-12) are hereby incorporated by reference inthis provision.
(c) Certification. SELLER hereby certifies to the best of its knowledge and belief that no Federal appropriatedfunds have been paid or will be paid to any person for influencing or attempting to influence an officer or employeeof any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member ofCongress on its behalf in connection with the awarding of this contract.
(d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact onbehalf of the offeror with respect to this contract, SELLER shall complete and submit, with its offer, to BUYER
OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. SELLER
need not report regularly employed officers or employees of the offeror to whom payments of reasonable
compensation were made.
(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into thiscontract imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or
who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a
civil penalty of not less than $10,000, and not more than $100,000, for each such failure.
3. FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance
Services or Equipment (OCT 2020) (Applicable to all solicitations for contracts; and under indefinite delivery
contracts, in all notices of intent to place an order, or solicitations for an order)(a) Definitions. As used in this provision—
Backhaul, covered telecommunications equipment or services, critical technology, interconnection
arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings
provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video
Surveillance Services or Equipment.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019
(Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring
or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service
that uses covered telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed
to—(i)Prohibit the head of an executive agency from procuring with an entity to provide a service
that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection
arrangements; or(ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot
permit visibility into any user data or packets that such equipment transmits or otherwise handles.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, fromentering into a contract or extending or renewing a contract with an entity that uses any equipment,
system, or service that uses covered telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as part of any system. This prohibition
Revised December 2020

applies to the use of covered telecommunications equipment or services, regardless of whether that use
is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to—(i)Prohibit the head of an executive agency from procuring with an entity to provide a service
that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection
arrangements; or(ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot
permit visibility into any user data or packets that such equipment transmits or otherwise handles.
(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management(SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered
telecommunications equipment or services”.
(d) Representation. The Offeror represents that—(1)It will not provide covered telecommunications equipment or services to the Government in theperformance of any contract, subcontract or other contractual instrument resulting from this solicitation.
The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section
if the Offeror is unable to respond “will not” in paragraph (d)(1) of this section; and(2)After conducting a reasonable inquiry, for purposes of this representation, the Offeror
represents that—
It does not use covered telecommunications equipment or services, or use any equipment, system,or service that uses covered telecommunications equipment or services. The Offeror shall provide theadditional disclosure information required at paragraph (e)(2) of this section if the Offeror is unable torespond “does not” in paragraph (d)(2) of this section.
(e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded“will” in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following
information as part of the offer:(i)For covered equipment—(A)The entity that produced the covered telecommunications equipment (include entity
name, unique entity identifier, CAGE code, and whether the entity was the original equipment
manufacturer (OEM) or a distributor, if known);(B)A description of all covered telecommunications equipment offered (include brand; model
number, such as OEM number, manufacturer part number, or wholesaler number; and item description,
as applicable); and(C)Explanation of the proposed use of covered telecommunications equipment and any
factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1)of this provision.
(ii)For covered services—(A)If the service is related to item maintenance: A description of all covered
telecommunications services offered (include on the item being maintained: Brand; model number, suchas OEM number, manufacturer part number, or wholesaler number; and item description, as applicable);or(B)If not associated with maintenance, the Product Service Code (PSC) of the service being
provided; and explanation of the proposed use of covered telecommunications services and any factors
relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of thisprovision.
(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has
responded “does” in the representation in paragraph (d)(2) of this provision, the Offeror shall provide thefollowing information as part of the offer:(i)For covered equipment—(A)The entity that produced the covered telecommunications equipment (include entity
name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);(B)A description of all covered telecommunications equipment offered (include brand; model
number, such as OEM number, manufacturer part number, or wholesaler number; and item description,
as applicable); and(C)Explanation of the proposed use of covered telecommunications equipment and any
factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2)of this provision.
(ii)For covered services—
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(A)If the service is related to item maintenance: A description of all covered
telecommunications services offered (include on the item being maintained: Brand; model number, suchas OEM number, manufacturer part number, or wholesaler number; and item description, as applicable);or(B)If not associated with maintenance, the PSC of the service being provided; andexplanation of the proposed use of covered telecommunications services and any factors relevant todetermining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.
(End of provision)
4. FAR 52.209-5 Certification Regarding Responsibility Matters (Aug 2020) (Applicable to solicitations andcontracts exceeding $25,000)(a) (1) The SELLER certifies, to the best of its knowledge and belief, that—(i) The SELLER and/or any of its Principals–(A) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for theaward of contracts by any Federal agency;(B) Have not, within a three-year period preceding this offer, been convicted of or had a civil
judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal
or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery,bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal
tax laws, or receiving stolen property (if offeror checks “have”, the offeror shall also see 52.209-7, if included inthis solicitation);(C) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity
with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision;(D) Have not, within a three-year period preceding this offer, been notified of any delinquent Federal
taxes in an amount that exceeds the threshold at 9.104-5(a)(2) for which the liability remains unsatisfied.
(1) Federal taxes are considered delinquent if both of the following criteria apply:(i) The tax liability is finally determined. The liability is finally determined if it has beenassessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the caseof a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been
exhausted.
(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer
has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases
where enforced collection action is precluded.
(2) Examples.
(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. § 6212, which
entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because
it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the
taxpayer has exercised all judicial appeal rights.
(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, andthe taxpayer has been issued a notice under I.R.C. § 6320 entitling the taxpayer to request a hearing with the
IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines tosustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability
because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it
is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the
taxpayer has exercised all judicial appeal rights.
(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. § 6159. The
taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is notdelinquent because the taxpayer is not currently required to make full payment.
(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because
enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).
(ii) The SELLER has not, within a three-year period preceding this offer, had one or more contracts
terminated for default by any Federal agency.
(2) “Principal,” for the purposes of this certification, means an officer, director, owner, partner, or a person
having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant
manager; head of a division or business segment; and similar positions).
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This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and theMaking of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under
Section 1001, Title 18, United States Code.
(b) The SELLER shall provide immediate written notice to the Contracting Officer if, at any time prior tocontract award, the Offeror learns that its certification was erroneous when submitted or has become erroneousby reason of changed circumstances.
(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result inwithholding of an award under this solicitation. However, the certification will be considered in connection with adetermination of the Offeror’s responsibility. Failure of the Offeror to furnish a certification or provide such
additional information as requested by the Contracting Officer may render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records inorder to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge andinformation of an Offeror is not required to exceed that which is normally possessed by a prudent person in theordinary course of business dealings.
(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance
was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous
certification, in addition to other remedies available to the Government, the Contracting Officer may terminate
the contract resulting from this solicitation for default.
5. FAR 52.209-13 Violation of Arms Control Treaties or Agreements-Certification (Jul 2020) (Applicable tosolicitations exceeding the simplified acquisition threshold, unless the exception at 9.109-3 applies. Commercial
items as defined at FAR 2.101 are also exempt.)
The Offeror certifies that–(i) It does not engage and has not engaged in any activity that contributed to or was a significant
factor in the President's or Secretary of State's determination that a foreign country is in violation of its obligations
undertaken in any arms control, nonproliferation, or disarmament agreement to which the United States is aparty, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the UnitedStates is a participating state. The determinations are described in the most recent unclassified annual reportprovided to Congress pursuant to section 403 of the Arms Control and Disarmament Act (22 U.S.C. 2593a). The
report is available via the Internet at https://www.state.gov/bureaus-offices/under-secretary-for-arms-controland-international-security-affairs/bureau-of-arms-control-verification-and-compliance/; and(ii) No entity owned or controlled by the Offeror has engaged in any activity that contributed to or wasa significant factor in the President's or Secretary of State's determination that a foreign country is in violation of
its obligations undertaken in any arms control, nonproliferation, or disarmament agreement to which the UnitedStates is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which
the United States is a participating state. The determinations are described in the most recent unclassified annual
report provided to Congress pursuant to section 403 of the Arms Control and Disarmament Act (22 U.S.C.
2593a). The report is available via the Internet at https://www.state.gov/bureaus-offices/under-secretary-forarms-control-and-international-security-affairs/bureau-of-arms-control-verification-and-compliance/
6. FAR 52.222-21 Certification of Nonsegregated Facilities (Apr 2015) (Applicable to solicitations andContracts exceeding $10,000)(a) SELLER certifies that it does not and will not maintain any facilities that it provides for its employees in asegregated manner and will not permit any of its employees to perform their services at any location, under its
control, where segregated facilities are maintained. SELLER agrees that a breach of this Certification is aviolation of the Equal Opportunity clause in this contract.
7. FAR 52.222-22 Previous Contracts and Compliance Reports (Feb 1999)(a) SELLER represents that if SELLER has participated in a previous contract or subcontract subject to the Equal
Opportunity clause (FAR 52.222-26): (1) SELLER has filed all required compliance reports and (2) that
representations indicating submission of required compliance reports, signed by proposed subcontractors, will
be obtained before subcontract awards.
(b) Paragraph (a) applies only to the extent (1) SELLER performs work in the United States, or (2) recruits
employees in the United States to Work on this Contract.

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8. FAR 52.222-25 Affirmative Action Compliance (Apr 1984)(a) SELLER represents: (1) that SELLER has developed and has on file at each establishment, Affirmative Action
programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (2) that in
the event such a program does not presently exist, SELLER will develop and place in operation such a written
Affirmative Action Compliance Program within one-hundred twenty (120) days from the award of this Contract.

Revised December 2020

Purchase Order Insurance Requirements – Exhibit B
Revised July 2012
Southwest Research Institute (Buyer) requires of the Seller that the following minimum insurance coverage bemaintained for the duration of this Purchase Order. In lieu of insurance coverage below, Seller may, with theprior written approval of Buyer, satisfy the requirements below by maintaining a program of self-insurance atlevels authorized under the applicable self-insurance laws of its State, and shall provide sufficient evidence ofsuch authorization to Buyer.
If Seller is a University State Entity, it may, with prior notice to Buyer, satisfy the requirements below with selfinsurance and/or state-funded insurance programs to the extent permitted by any governing state or federal
statute or constitutional provision, and shall provide sufficient evidence of such compliance to Buyer.
INSURANCE
A. Seller’s Liability Insurance
The Seller must provide at its own expense and shall maintain for the duration of this Purchase Order:
1. Workers’ Compensation and Employer’s Liability Insurance:
The Seller shall maintain Workers' Compensation Insurance, in accordance with the applicable laws
or regulations having jurisdiction (or applicable Social Scheme if foreign) over its employees
regardless of whether such coverage or insurance is mandatory or merely elective under the law, andEmployer’s Liability Insurance for its employees with minimum limits of not less than the following:$1,000,000
Bodily Injury by Accident, Each Accident$1,000,000
Bodily Injury by Disease, Policy Limit$1,000,000
Bodily Injury by Disease, Each Employee
To the extent allowed by law, such policy shall provide for a Waiver of Subrogation in favor of Buyer,
and Buyer’s customer where required by Buyer’s Agreement with its customer.
2. Commercial General Liability Insurance:
The Seller shall maintain Commercial General Liability or Public/Civil Liability Insurance (if foreign)
covering all operations by or on behalf of Seller, including Bodily Injury and Property Damage
Coverage, Premises Liability Coverage, Products & Completed Operations Coverage, Contractual
Liability Coverage that supports the insurable liability assumed by Seller, Cross Liability andSeverability of Interest Coverage, and Independent Contractor’s Liability Coverage with limits not lessthan the following:$1,000,000
Each Occurrence$1,000,000
Personal & Advertising Injury$2,000,000
General Aggregate$2,000,000
Products – Completed/Operations Aggregate
Such insurance shall provide coverage for action-over liability claims. To the extent allowed by law,such policy shall provide for a Waiver of Subrogation in favor of Buyer and its customer whererequired by Buyer’s Agreement with its customer, and shall include Buyer and its customer (whererequired) as Additional Insured(s) for liability arising out of or relating to Seller’s work, services,completed operations, and/or product(s).
3. Business Automobile Insurance:
If vehicles are utilized as part of services provided, the Seller shall maintain Business Automobile
Insurance for all vehicles, whether owned, non-owned, rented, hired, leased, borrowed, assigned toor used in connection with the Services under this Purchase Order with a combined single limit of notless than $1,000,000 for Bodily Injury and Property Damage Liability. To the extent allowed by law,such policy shall provide for a Waiver of Subrogation in favor of Buyer and its customer whererequired by Buyer’s Agreement with its customer, and shall include Buyer and its customer (whererequired) as Additional Insured(s).

Revised December 2020

Umbrella/Excess Liability Insurance policy(ies) may be used in combination with primary policies tosatisfy limit requirements. Such policy(ies) shall apply without any gaps in the limits of coverage and beat least as broad as and follows the form of underlying primary coverages required herein.
B. Special Operations Coverage
Should any of the work or services:
1. Involve services that are professional in nature, Seller shall provide Professional (Errors or
Omissions) Liability Insurance covering Seller’s acts, errors or omissions arising out of, or failure to
render, its professional services, with minimum limits of $1,000,000 each occurrence. Professional
services may include, but are not limited to, design work, engineering services, laboratory services,
consulting services, specialty technology services, computer programming services, or any services
provided by personnel who possess a degree, license or certification which is traditionally recognized
as establishing professional status in the industry, profession or business in which the work is
performed.
2. Involve the use of aircraft (fixed wing or helicopter) owned, operated, or chartered, Seller shall provide
Aircraft & Passenger Liability Insurance covering Bodily Injury (including passengers) and Property
Damage Liability with a combined single limit of not less than $10,000,000 each occurrence. Suchpolicy shall provide for a Waiver of Subrogation-Physical Damage in favor of Buyer and include Buyer
as Additional Insured.
3. Involve investigation, removal or remedial action concerning the actual or threatened escape of
hazardous substances or pollutants, Seller shall provide Pollution Legal Liability Insurance in an
amount not less than $2,000,000 per occurrence.
4. Involve transporting hazardous substances, Seller shall carry Business Automobile Liability Insurance
covering liability arising out of the transportation of hazardous materials in an amount not less than
$2,000,000 per occurrence with Broadened Pollution Coverage (upset/overturn/collision)
Endorsement included. Such policy shall also include Motor Carrier Endorsement MCS-90.
5. Involve treatment, storage or disposal of hazardous materials/wastes or pollutants, Seller shall furnish
an insurance certificate from the designated disposal facility establishing that the facility operator
maintains current Environmental Liability Insurance in the amount of not less than $5,000,000 per
occurrence.
6. Involve access to or use of Buyer’s information technology hardware and/or software, or otherwise
control the Buyer’s data, Seller shall provide Network Security Liability Insurance of not less than
$1,000,000 per occurrence for claims arising out of unauthorized access or use of computer data,
theft of data, denial of network service, or malicious code.
7. Involve access to monies/securities, Seller shall provide Fidelity/Crime Insurance of not less than
$1,000,000 per occurrence.
8. Involve the use of cranes, heavy lift equipment, or rigging, Seller shall provide liability insurance of
not less than $1,000,000 per occurrence and/or accident for Bodily Injury and Property Damage
resulting from crane or rigging operations. Such coverage may be provided under its Commercial
General Liability insurance coverage, but must be evidenced on the Certificate of Insurance.
9. Involve the selling or serving of liquor, Seller shall provide Liquor Liability Insurance of not less than
$1,000,000 per occurrence. To the extent allowed by law, such policy shall provide for a Waiver ofSubrogation in favor of Buyer, and shall include Buyer as an Additional Insured.

Revised December 2020

C. General Insurance Requirements
1. The insurance policies must be underwritten by a company licensed in the state where work is to be
performed, and carry a minimum Best’s rating of “A-VI” or better. All coverages shall be primary andnon-contributory to any insurance coverages maintained by Buyer.
2. Seller shall provide thirty (30) days prior written notice to Buyer in the event of cancellation (except
10 days for non-payment) or material change (reduction/restriction) in coverage.
3. The certificate of insurance shall evidence all the above required terms and conditions and required
endorsements.
4. Certificates of Insurance shall be filed with the Buyer for approval prior to commencing any work, andthereafter prior to policy expiration. Failure to furnish the required certificates within ten (10) days of“notice to proceed” shall not be considered cause for modification of any contractual time limits.
5. If subcontractors are utilized, Seller is to ensure such subcontractors are in compliance with the above
requirements by providing the appropriate certificate of insurance to Buyer. Seller assumes liability
for loss as a result of any subcontractor’s uninsured and/or underinsured exposures.
6. If any policies providing the required coverages are written on a claims-made basis, the following
applies:a) The retroactive date shall be prior to the commencement of the work.
b) Seller shall maintain such policies on a continuous basis.
c) If there is a change in insurance companies or policies are canceled or not renewed, Seller
shall purchase extended reporting period of not less than three (3) years after the contract
completion date, or maintain retroactive date prior to commencement of work on new policy.
Please have your Insurance Agent forward the required certificates and endorsements to:
Southwest Research InstituteAttn: Joseph Marshall
P.O. Box 28510
San Antonio, Texas 78228-0510

Revised December 2020

EXHIBIT C TO GENERAL PURCHASE ORDER TERMS AND CONDITIONSFOR CONSTRUCTION AND SERVICE WORK PERFORMED ON SwRI PROPERTY
The following terms and conditions are hereby made a part of this Purchase Order for construction and service work
performed at Southwest Research Institute (SwRI) performed by contractors. The term “Contractor” shall mean entities
that have contracted either directly or indirectly (i.e., subcontractors) with SwRI to perform services or work related tothe property, facilities, or buildings, owned or leased by SwRI. Suppliers and subcontractors to the Contractor shall bebound to the Contractor by the terms of this Purchase Order. Contractor must make copies of these terms available tosubcontractors prior to subcontractors starting work and must assure that subcontractors abide by the requirements
outlined herein.
FACILITIES ENGINEERINGSwRI Facilities Engineering is responsible for all construction activities at SwRI. All work will be performed under theadministration of Facilities Engineering, or its designated representative, i.e. Consultant, Architect or Engineer. Contractor
must coordinate the work or services in existing facilities with a designated representative from Facilities Engineering prior
to beginning work.
Approval of pay requests, submittals, changes, etc., is the responsibility of Facilities Engineering. Requests for approval
will be made to the Owner or the designated representative. No payments shall be made for any requests or changes
without prior authorization by Facilities Engineering.
CONTRACTOR
Contractor must comply with all applicable federal, state, and local laws, regulations, ordinances, and building
codes and must include all required fees in the Contract Sum. Contractor must abide by the requirements of any
SwRI sign or notice posted that requires the use of specific personal protective equipment, that restricts accessto qualified or authorized persons only, or that establishes other requirements for entry.
Contractor is responsible for (1) controlling the means and methods by which it and its employees perform the work orservice at SwRI; (2) independently ascertaining what health, safety, and environmental practices are appropriate andnecessary for the performance of such work or services; and (3) initiating, maintaining, supervising, and enforcing all safety
precautions and programs in connection with the work under this Purchase Order that complies with all rules, regulations
and industry standards, including permits, governing the Contractor and the work.
Contractor must provide all labor, materials, tools, construction equipment and machinery, and other facilities
and services necessary for the execution and completion of the work. SwRI will not loan or otherwise provide
tools or other equipment to Contractors. Contractor equipment must be in good condition and Contractor must
follow manufacturer’s guidelines in proper use.
Contractor must establish controls to restrict unauthorized access to work zones, and ensure that requirements
for entry are clearly posted at all access points. Contractor work areas will be kept clean and neat at all times.
At the end of each shift, equipment and materials must properly be stored. Contractor must remove and properly
dispose of trash from all work areas daily or at the end of each shift.
CONTRACTOR ENVIRONMENTAL AND SAFETY GUIDELINES
Emergency Response/Spills
In the event of a medical emergency, fire, chemical/fuel spill or other hazardous condition, Contractor must
immediately notify SwRI Security by calling 210-522-2222 to initiate a response from SwRI personnel andemergency responders, if appropriate. A “spill” is defined as an abnormal release of a substance that could
possibly cause an adverse effect on the environment or people in the general area. When a spill occurs,
Contractor must report the location, identity, and amount of spilled material (if known) and if there are immediate
environmental or safety hazards (e.g., exposed personnel, fire or material entering sewers). If the spill is of areportable quantity, then SwRI must notify governmental officials within 24 hours.
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SAFETY REQUIREMENTS
SwRI Environmental and Safety Systems Department (“ESS”)
Phone: 210-522-2221
Contractor must comply with all applicable federal, state, and local safety and human health regulations.
Traffic Control
Where traffic diversion is necessary, Contractor must provide appropriate signage and coordinate through SwRI
Security Department. Barricades and/or warning devices that alert others of construction hazards must be used
to control traffic, both vehicular and pedestrian, safely through or around the work site. Yellow caution tape and/or
cones are appropriate for temporary use (<48 hrs) or in an emergency.
Roof Access and Fall Protection
SwRI Facilities Engineering must be contacted prior to Contractor going on any roof. Contractor must use
appropriate fall protection equipment when a fall hazard is present in accordance with OSHA standards.
Lockout/Tagout (LO/TO)
Contractor must discuss the shutdown of equipment/systems and utilities with Facilities Engineering before
starting work. At no time shall a Contractor or its employees override any locks or tags encountered during theperformance of work. Contractor shall develop, implement and maintain a Lockout/Tagout program inaccordance with OSHA regulations, use their own locks and keys, and make such program available for
examination upon request by SwRI. Whenever Contractor and SwRI personnel must perform overlapping
LO/TO, both LO/TO programs must be coordinated to comply with the SwRI LO/TO program.
Electric Work
Contractor shall ensure that only qualified Electricians work on SwRI electrical systems and equipment. All work shall be
conducted in accordance with OSHA regulations and the National Fire Protection Association (NFPA) 70E Standard forElectrical Safety in the Workplace. Contractor should not leave electrical boxes, switch gear, cabinets, or electrical rooms
open when unattended. Contractor shall coordinate requests for shutdowns and/or power outages with SwRI Facilities.
Under no circumstances shall utilities be shut off without a minimum 24-hour prior approval by Facility Operations andthe Division representative.
Fire Protection and Suppression Systems
Contractor must not conduct any work that disables or alters the functionality or technical specifications of fire
protection or suppression systems without prior approval from Facilities Engineering. Sprinkler heads must haveeighteen (18) inches of clearance at all times. If authorization is granted to disable a system, a temporary systemshall be provided by the Contractor to ensure the safety of building occupants.
Hot Work
Hot work (welding, cutting and brazing) activities must be authorized and permitted by Facilities Engineering inaccordance with SwRI’s Hot Work Program (ESS-OP 83.1), which will be provided to Contractor upon request.
Before beginning any hot work, Contractor must develop, implement and maintain its own Hot Work Program inaccordance with OSHA regulations. Contractor must use a hot work permit for each separate work activity andmust ensure that the conditions of the permit are met at all times.
Asbestos and Suspect Asbestos Containing Materials
Some SwRI buildings contain asbestos in various forms. Before starting work in any building Contractor shallconsult Facilities Engineering who will arrange for the known asbestos information to be provided to Contractor.
It is possible that asbestos may be found which is not in the survey. Contractor upon encountering any asbestos
shall cease all operations and notify Facilities Engineering for necessary action.
Confined Spaces
Before entering any confined space, Contractor shall develop, implement and maintain its own Confined Space
Entry Program, including a permit system and provisions for emergency rescue, in accordance with all safety
regulations. Contractor is required to provide its own rescue equipment, air monitors, ventilation fans, personal
protective equipment, communication equipment, adequate lighting equipment, barriers and shields and/or
equipment for safe egress, etc. to safely complete confined space entries. Contractors who are required to enter
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into any confined space on SwRI property shall be required to have successfully completed an OSHA compliant
Confined Space Entry training course on Permit and Non-Permit entries prior to performing this task and certify
completion utilizing the SwRI form SF-3B, Non-SwRI Employee Confined Space Training Certification form.
Contractor shall provide at least 24-hour advance notice to Facilities Engineering before Contractor personnel
will be working in a confined space on SwRI property.
Compressed Gasses
Should the leaking contents of the cylinder present a fire or health hazard, evacuate the area, notify others
nearby, and contact Security (210) 522-2222. All cylinders belonging to Contractor must be removed from SwRI
property when Contractor work is complete.
Mobile Cranes
Each crane, rigging, or hoist brought onto SwRI property must have an annual inspection performed by a certified
testing agency. Documentation, including a logbook, must be provided to SwRI upon request. Crane operators
must possess a valid National Commission for the Certification of Crane Operators License or equivalent, whichis kept at the work site. Contractor must ensure that the crane, swing radius, and load path is properly barricaded
to prevent personnel from being injured by the crane or load. Lifts must not be made above staff, visitors, othercontractors, or the public. Lifts over occupied facilities may only be made after consultation with and approval by
Facilities Engineering and ESS.
Trenching and Excavations
Contractor must follow the OSHA standard for trenching and excavation. Contractor must notify Facilities
Engineering prior to any excavation work, driving of spikes/stakes into the ground, or drilling to confirm that utility
locations have been determined and demarcated. Facilities Engineering approval is required before excavation
may begin. Excavations 5 feet or more in depth that will be entered must be shored, sloped, or have a protective
system in use. The excavator will use non- mechanical means (hand-digging) when digging within 18 inches ofa marked underground utility. Utilities must be supported within an excavation to prevent collapse. Adjacentstructures must be shored and/or protected in accordance with the design documents to prevent collapse. Fall
protection should be installed around the perimeter of the excavation.
ENVIRONMENTAL REQUIREMENTS
SwRI’s Environmental Policy is available to contractors through the SwRI web site (www.swri.org). Contractors
working on-site are required to conform to SwRI environmental requirements as outlined below.
Containment of Chemicals, Fuels, and Oils
Raw Materials and Waste
Secondary containment must be provided for the following:
1. Raw materials (fuel, oil, solvents, antifreeze, etc.);
2. Liquid and solid industrial / hazardous waste; and3. Wastewater.
Secondary containment must consist of sealed concrete, welded metal containers, or preformed chemicalresistant plastic containers designed for chemical containment. Contractor should consider covering
containments to prevent rain/sleet and debris from accumulating.
Equipment
All equipment must be maintained in good working order and checked for fluid leaks prior to operation on eachshift. All leaks found must be repaired prior to utilizing the equipment. Measures must be taken to ensure spills
are prevented during fueling operations. Oil changes must be done so that the oil is drained into a containment
pan located inside a containment area.
Refrigerant Systems
Contractor must coordinate with SwRI’s Heating, Ventilation, and Air Conditioning section within the Facility
Engineering prior to commencing work on any refrigerant-containing system(s) or equipment. Contact 210-5222106 for more information.
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Wastewater Discharge
Contractor must not dump or discharge wastewater or other liquid wastes, including paint or paint-related
equipment wash water, into or onto any of the following:
1. Ground or roof;
2. Storm water system via trenches, manholes, sumps, sewer connections, and ditches; or
3. Restrooms, sinks, floor drains, and other sanitary wastewater connections.
Contractor must obtain approval from ESS prior to disposing of any wastewater in the sanitary sewer system.
Stormwater collected in Contractor secondary containment is considered wastewater and must be managed aswastewater.
Chemical Identification
Contractor must label all raw material containers with the contents of the container and Contractor’s name. The
Contractor shall develop or have their own Hazard Communication Plan that complies with 29 CFR 1910.1200.
The Contractor shall have copies of Safety Data Sheets (SDS) on-site and available for review for all hazardous
materials stored or used on SwRI property. The Contractor may request and review SDSs for any materials thatthey may encounter on SwRI property during the performance of work.
The volume of chemicals brought on-site must be strictly limited to what is needed for immediate use. Deliveries
should be coordinated by Contractor “just in time” for use to avoid prolonged storage periods. Contractor must
remove all unused raw materials and empty containers from the work site prior to vacating.
Waste Management/Disposal
Contractor must adhere to federal, state, and local environmental regulatory requirements, as well as SwRI rules
and policies, regarding waste management and disposal. Disposal requirements may be decided prior tocommencement of work, depending on the job scope. It is Contractor’s responsibility to provide advanced noticeof the amount, type, and timing of the waste generation by contacting SwRI ESS at (210)522-2221.
Contractor must ensure waste is segregated into the following categories and manage the waste accordingly:• Hazardous (e.g., fuels, acids, aerosol cans)• Universal (e.g., light bulbs, batteries, paint/paint related waste)• Class I Nonhazardous (e.g., contaminated soils)• Class II Nonhazardous (e.g., general trash)• Construction Debris (e.g., brick, concrete)• Recyclables (e.g., metal, cardboard, wood, used oil, plastics, etc.)
Contractor must ensure that waste containers are:
• Properly labeled;• Compatible with the waste generated;• Kept closed except when adding waste (e.g., drums: bungs on closed-top and lids with rings on opentop must be in place and tightened); and• Inspected daily for leaks, signs of corrosion, or damage.
Any improperly labeled, leaking, damaged, or corroded containers must be immediately remedied or properly
managed as waste. Contractor is liable for any corrective actions and disposal costs.
Water Supply
In order to protect SwRI’s public drinking water system from contamination and pollution that could result from
improper system construction or configuration, Contractors must follow the most current City of San Antonio
Plumbing Code practices during construction and installation. In addition, Contractor must comply with thefollowing unacceptable practices that are prohibited by the State of Texas:• No direct connection between the SwRI water supply and a potential source of contamination ispermitted. Potential sources of contamination must be isolated from the public water system by an airgap or an appropriate backflow prevention device.
• No cross-connection between the public drinking water supply and a private water system is permitted.
These potential threats to the public drinking water supply must be eliminated at the service connection
by the installation of an air-gap or a reduced pressure-zone backflow prevention device.
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•••

No connection which allows water to be returned to the public drinking water supply is permitted.
No pipe or pipe fitting which contains more than 0.25% lead may be used for the installation or repairof plumbing at any connection which provides water for human use.
No solder or flux which contains more than 0.2% lead can be used for the installation or repair of
plumbing at any connection which provides water for human use.

Contractor must immediately remove or adequately isolate any potential cross-connections or other potential
contamination hazards and, at the Contractor’s expense, must properly install, test, and maintain any backflow
prevention device required by SwRI. Copies of all testing and maintenance records must be provided to SwRI
upon request. If the Contractor fails to comply with these restrictions, SwRI may, at its discretion, terminate thecontract. Contractor is liable for any expenses associated with the enforcement of these terms.

Additional Contractor Responsibilities• Close all chemical, waste, and material containers when not actively in use.
• No open-bucket soaking of parts or equipment unless only water is used.
• No outdoor spraying of paint or chemicals.
• No outdoor washing of paint equipment or discharge to ground surface.
• All outdoor activities which may affect air or water quality must be approved by SwRI ESS.

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