SwRI General Purchase Order Terms and Conditions(Government)
Rev. 04-2023
As used in this Purchase Order the term “Buyer” shall mean Southwest Research Institute®, and the term
“Seller” shall mean the entity identified on the face of the Purchase Order. Buyer and Seller shall hereinaftercollectively be referred to as the “Parties” and individually as a “Party”.
Additionally, as used in this Purchase Order the term “FAR” means Federal Acquisition Regulations and theterm “DFARS” means Defense Federal Acquisition Regulation Supplement. The effective dates of the belowreferred clauses shall be the dates of corresponding clauses in the prime contract that are referenced in thisPurchase Order. Any reference to a “Disputes” clause in the prime contract under which this Purchase Orderis issued shall be inapplicable to this Purchase Order. If this Purchase Order includes a Government contract
number, then any property furnished herewith is considered government-furnished property which must be
accounted for in accordance with FAR Part 45.
1. ACCEPTANCE OF PURCHASE ORDER
This Purchase Order is Buyer’s offer to Seller for the equipment, materials, parts, and/or items specified(“Goods”) and the work to be performed by Seller in connection with the project (“Services”) hereunder and,
together with any attachments specifically incorporated herein by reference, contains the entire agreement
between Buyer and Seller with respect to such Goods and Services, and supersedes any other agreements orunderstanding made to the date hereof. This offer shall become a contract on the terms and conditions statedherein when it is accepted by Seller by either acknowledgement or performance. No additional, differing, orconflicting terms and conditions proposed by Seller, including, but not limited to, those contained in any
acknowledgement, quote, proposal, or invoice are acceptable to Buyer and are hereby specifically rejected. Nochange, 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 SHIPPINGAll Goods must be suitably packed to protect the Goods from loss or damage, in conformance with goodcommercial practice, and prepared for shipment to secure lowest transportation rates and comply with carrier
regulations, otherwise the difference in packing, crating and cartage, as the case may be, will be charged toSeller. No charges will be paid by Buyer for packing, crating or 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 and requirements set out or referred to in thePurchase Order and in exact quantities. If Seller’s deliveries will not meet such schedule, Buyer may request
Seller to ship via routing necessary to meet schedule or recover time lost by non-delivery on schedule, and thedifference between revised routing and order routing costs shall be paid by Seller. Time is of the essence, andfailure by Seller to complete delivery within the time specified shall constitute a breach of this agreement, andshall, 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. PRICES, INVOICES, AND PAYMENT
Seller shall sell to Buyer the Goods and Services shown in this Purchase Order at the prices specified. Seller
warrants that the prices stated herein are not in excess of prices quoted or charged to any other purchaser insimilar quantities for the same Goods or Services. Seller represents and warrants that it will timely invoice
Buyer for its purchase of 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 thisPurchase Order, no invoices shall be issued nor shall 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 amount of invoice. All payments are subject to adjustment for shortage orrejection.
Copies of all invoices shall be forwarded to SwRI via electronic mail at ap@swri.org, using the address 6220
Culebra Road, San Antonio, Texas 78238-5166, Attn: Accounts Payable, 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 Seller point of contact.

2)

Provide a copy of the remittance and supporting documentation to Buyer.

5. WARRANTIES(A) Goods. Seller warrants: (i) all Goods delivered under this Purchase Order will be free from defects inmaterial and workmanship, will strictly conform to applicable specifications, design criteria, descriptions,drawings, and other requirements described or referenced in this Purchase order or provided to Seller, and to
the extent such items are not manufactured pursuant to detailed designs furnished by Buyer, will be free fromdefects in design and suitable for the intended purposes; (ii) unless otherwise stated on the face of thisPurchase Order, all Goods delivered under this Purchase Order are new, have not been previously used andare not former Government surplus property; (iii) all Goods delivered under this Purchase Order shall be freeof all liens, encumbrances and other claims against title; (iv) all Goods 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 or trademark, or violation of any trade secret; and (v) all Goods do notuse or incorporate any freeware, shareware or open source software, unless otherwise specified or approved
by Buyer.
In addition, Seller warrants and certifies that: (a) all Goods 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 Goods 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 Goods Seller suppliers or delivers to Buyer contain one or more identified
Conflict Minerals, then Seller shall immediately notify Buyer of such.
(B) Services. Seller warrants: (i) the Services shall be performed diligently and carefully in accordance with thedegree of skill normally exercised by recognized professional persons or firms which supply services of a similar
nature; and (ii) all Services will be free from defects and conform to the requirements of this Purchase Order.
(C) The warranties contained herein 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 shall run to Buyer and its customers.
6. INSPECTION AND REJECTION
All Goods and Services are subject to final inspection and acceptance by Buyer, notwithstanding any priorpayment or inspection, and such inspection shall be made within a reasonable time after delivery or
performance. Acceptance of any Goods or Services by Buyer shall not be deemed to alter or affect theRev. 04-20232

obligations of Seller or the rights of Buyer and its customers under the Warranties clause. Seller shall promptly
notify Buyer of any actual or potential problem with Goods previously delivered to Buyer upon becoming awareof such problem.
Buyer shall notify Seller if any Goods delivered or Services performed hereunder are rejected and at Buyer’s
election and Seller’s risk and expense, such Goods shall be held by Buyer or returned to Seller. Nonconforming Goods and Services shall be replaced, corrected, or re-performed at Seller’s expense. No
replacement of non-conforming Goods or Services shall be made by Seller unless agreed to in writing by Buyer.
7. CHANGES
Buyer may at any time by written notice make changes within the general scope of this Purchase Order todrawings 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 equitableadjustment 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 of time as may
be agreed upon.
8. 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 ofor damage to the Goods purchased hereunder until they are delivered in conformity with this Purchase Orderat the FOB point specified on the face hereof, and upon such delivery title shall pass from Seller to Buyer andSeller’s responsibility for loss or damage shall cease except for loss or damage resulting from Seller’s
negligence or failure to comply with this Purchase Order. Passing of title upon such delivery shall not constituteacceptance of the Goods by Buyer.
(B) Unless otherwise provided in this Purchase 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 forany loss thereof or damage thereto. Seller, in accordance with the provisions of this Purchase Order, but inany event upon completion thereof, shall return such property to Buyer in the condition in which it was received
except for reasonable wear and tear and except to the extent that such property has been incorporated in
Goods delivered under this Purchase Order, or has been consumed in normal performance of work under thisPurchase Order. If Seller is furnished Government owned property for use in connection with this Purchase
Order, Seller shall comply with the provisions of Federal Acquisition Regulations (FAR), PART 45 GOVERNMENT PROPERTY which is hereby incorporated herein by reference. “Special Tooling” as hereinused includes all special tools, jigs, fixtures, drawings, dies, molds, and patterns acquired or manufactured bySeller for use in the performance of this Purchase Order, and does not include any standard or perishable
tooling, gauges, or measuring instruments.
9. STOP WORK ORDER
The rights and obligations specified in “Stop Work Order” clause contained in FAR Section 52.242-15 arehereby made applicable to this Purchase Order by reference except “Contracting Officer” shall mean “Buyer
Purchasing Representatives” the title “Termination for Convenience of the Government” in paragraph (a)(2)means “Termination and Defaults” and the words “for the convenience of the Government” in paragraph (c) are
replaced by “in accordance with the Termination and Defaults clause.”
10. TERMINATION AND DEFAULTS
The rights and obligations specified in FAR Sections 52.249-2, Termination for Convenience of the Government(Fixed Price), 52.249-8, Default (Fixed-Price Supply and Service), or 52.249-6 Termination (CostReimbursement) with its Alternate V if the Purchase Order is Time and Materials, are hereby made applicableto this Purchase Order and said sections are hereby incorporated in this Purchase Order by reference, exceptthat the terms “Contracting Officer” and “Government” used therein shall mean Buyer, “Contractor” shall mean
Seller, “Contract” shall mean, this Purchase Order, the “Termination for Convenience” clause shall mean the
Termination clause referred to in this Article; and the reference therein to a “Disputes” clause shall beinapplicable. In FAR Section 52.249-2, Termination for Convenience, of the Government (Fixed Price),paragraph (c), the term “120 days” is changed to “90 days” and in paragraph (e) the term “1 year” is changed
to “6 months”. In no event shall Seller acquire any direct claim or cause of action against the United States
government. Waiver by Buyer of any default by Seller shall not be deemed a waiver of any other default.
Rev. 04-20233

11. 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 Goods under this Purchase Order or other orders from Buyer, and not otherwise,
unless Buyer’s written consent is first obtained; provided, however, that Seller shall have the right to use suchitems upon written notice to Buyer in the manufacture of end items for direct sale to the Government to theextent the Government has the right under its prime contracts with Buyer to authorize such use by Seller. Uponcompletion or termination of this Purchase Order, Seller shall return all such items to Buyer or make such otherdisposition thereof as may be directed or approved by Buyer.
12. 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 that any of the Goods or Services delivered under thisPurchase Order (except those 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 ofeach such claim and, to the extent of Buyer’s right so to do, shall be offered control of the defense andsettlement of any such claim.
13. NOTICE OF LABOR DISPUTE
Whenever Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay thetimely performance of this Purchase Order, Seller shall immediately give notice 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.
14. PUBLICITY
No news release, advertisement, public announcement, denial or confirmation of same relating to any part ofthe subject matter of this Purchase Order or any phase of any program hereunder shall be made directly or
indirectly without prior written approval of Buyer. The Government is excluded from the restrictions set out inthis provision.
15. SUBCONTRACTING OR ASSIGNING
Neither this Purchase Order nor the obligations of Seller hereunder shall be subcontracted, assigned ordelegated by operation of law or otherwise without Buyer’s prior written consent.
16. COMPLIANCE WITH LAW
Seller shall comply with all applicable federal, state, and local laws, regulations, and ordinances. Seller will
indemnify and hold Buyer harmless from and against any claims, demands, suits, losses, damages, costs, or
expenses arising out of any non-compliance violation by Seller of any such laws, regulations and/or ordinances.
Seller has and shall maintain in effect all applicable licenses, permissions, authorizations, consents, andpermits needed to carry out its obligations under the Purchase Order.
17. GOVERNING LAW
The Purchase Order incorporating these terms and conditions and the performance of the parties hereundershall be construed in accordance with and governed by the law of the State of Texas. The Seller consents tothe jurisdiction of all state and federal courts sitting in Bexar County, Texas and agrees venue for any legal
proceeding arising out of or relating to this Purchase Order shall be exclusively in such courts without regard
to choice of law principles. The rights and obligations of the Parties under this Purchase Order shall not be
governed by the provisions of the 1980 United Nations Convention on International Sale of Goods.
18. ADDITIONAL TERMS AND CONDITIONS
To the extent required by the contract under which this Purchase Order is issued, or by the FAR or othercomparable government procurement regulations, and subject to the exemptions, conditions, and limitations
therein specified, the following terms and conditions and the FAR and DFARS clauses listed in Exhibit A,
Government Acquisition Clauses Incorporated by Reference, are incorporated herein and made a part hereof.
Seller shall include in each lower-tier Purchase Order or subcontract the appropriate flow-down clauses asRev. 04-20234

required by FAR and DFARS. Whenever appropriate, when used in any FAR and DFARS regulation referenced
in the terms and conditions applicable to this Purchase Order, “Contracting Officer” and “Government” shallmean Buyer, “Contractor” and “Government Prime Contractor” shall mean Seller, and “Contract” shall mean
this Purchase Order.
(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 herein. The term “Contractor” and “Government Prime
Contractor” shall mean Seller, and “Contract” shall mean this Purchase Order.
(B) AFFIRMATIVE ACTION AND REPORTING FOR SPECIAL DISABLED AND VIETNAM ERAVETERANS - Seller agrees to comply with the rules, regulations, and relevant orders of theSecretary 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 areincorporated 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 of1973, as amended, and the clause set forth in FAR Section 52.222-36 which is incorporated byreference herein.
(D) EO CLAUSES INCORPORATED BY REFERENCE - Seller and Seller’s subcontractors shall abideby 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 andregulations of the Americans with Disabilities Act of 1990 which is incorporated by reference herein.
(F) INSPECTION AND AUDIT- During the term of this Purchase Order and for a period of three (3)years following the date of final payment, unless a longer period is required by law or regulation,
Seller’s books and records and its plant, or such parts thereof as may be engaged in theperformance of this Purchase Order, shall at all reasonable times be subject to inspection and audit
by any authorized representatives of the United States Government.
(G) QUALITY CONTROL - If this Purchase Order requires compliance with quality management systemstandards such as ISO 9001, ASQ/ANSI E4, ASME NQA-1, SAE AS9100, SAE AS9003, and
ISO/TS 16949, and product or process specific quality standards such as SAE AS5553, or contains
requirements otherwise specified in FAR 46.202-4 and 46.203, the terms and conditions of FAR
Section 52.246-11 Higher-Level Contract Quality Requirement (Government Specification) (Dec2014) and 52.246-26 Reporting Nonconforming Items (Nov 2021) are incorporated herein byreference and made a part hereof, provided that FAR 52.246-26 does not apply to commercial
products or commercial services.
(H) ENVIRONMENTAL LAWS - If this Purchase Order exceeds $100,000, Seller shall comply with allapplicable 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.)(I) SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING If this Purchase Order requires compliance with DFARS 252.204-7012, Safeguarding Covered
Defense Information and Cyber Incident Reporting (JAN 2023), Seller shall provide to Buyer written
certification in the form required by Buyer of its compliance with the requirements of DFARS
252.204-7012 prior to commencement of work under this Purchase Order. To the extent Seller is
not in compliance with the requirements of DFARS 252.204-7012 during the term of this Purchase
Order, or fails to provide the required written assurance of such compliance, Buyer may terminate
this Purchase Order in accordance with Article 10 herein. Until written certification is provided toRev. 04-2023

5

Buyer certifying Seller’s compliance with DFARS 252.204-7012, Seller shall not receive, process,store, or transmit covered defense information with regard to this Purchase Order.
19. INDEMNIFICATION AND HOLD HARMLESSSELLER SHALL DEFEND AND FOREVER INDEMNIFY, RELEASE, AND HOLD HARMLESS BUYER, ITS
AGENTS AND EMPLOYEES FROM ANY AND ALL CAUSE OR CAUSES OF ACTION, INCLUDINGPERSONAL INJURY, ILLNESS, DEATH, AND PROPERTY DAMAGE, COSTS, CHARGES, FINES,
CLAIMS, DEMANDS, AND LIABILITIES OF WHATEVER KIND, NAME OR NATURE, ARISING FROM ORRELATING TO SELLER’S PERFORMANCE, OR FAILURE TO PERFORM HEREUNDER, INCLUDING BUT
NOT LIMITED TO FAILURE TO COMPLY WITH ALL EXHIBITS ATTACHED HERETO AS APPLICABLE,AND HOWSOEVER THE SAME BE CAUSED; EXCEPT AS A RESULT OF THE SOLE NEGLIGENCE OF
BUYER.
SELLER SHALL HOLD AND SAVE HARMLESS, DEFEND AND INDEMNIFY BUYER AND ANY AND ALL
OF ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES,SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, ACTIONS, FINES,PENALTIES, CONTINGENT CLAIMS, COUNTERCLAIMS OR THIRD PARTY CLAIMS (COLLECTIVELY“CLAIMS”) AS A RESULT OF OR IN CONNECTION WITH CLAIMS ARISING FROM OR INCIDENT TOSELLER’S:
A. FAILURE TO OBTAIN ALL NECESSARY APPROVALS, LICENSES, PERMITS OR
REGISTRATIONS FOR THE SERVICES AND/OR GOOD PROVIDED TO BUYER OR PRODUCEDON BEHALF OF BUYER, INCLUDING BUT NOT LIMITED TO THOSE ISSUED BY THE
APPROPRIATE GOVERNMENT AGENCY; OR
B. VIOLATION OF APPLICABLE FEDERAL, STATE OR LOCAL STATUTES, REGULATIONS OREXECUTIVE ORDERS.
20. SELLER INSURANCE
Seller shall comply with the insurance requirements contained in Exhibit B, Purchase Order Insurance
Requirements, attached to this Purchase Order and incorporated herein, and shall provide a certificate of
insurance meeting these requirements prior to the start of work. Failure to comply may result in delay of
payment.
21. FOREIGN PERSONNEL
By acceptance of this Purchase Order for the performance of Services required, the Seller agrees andcovenants that the following conditions are met:(A)
All personnel assigned to this Purchase Order have all required work permits, appropriate export
licenses, and security clearances necessary to perform the work as applicable. Seller shall produce
such records upon Buyer’s request;(B)
Seller’s personnel who will receive information or provide services under this Purchase Ordercontrolled under applicable U.S. export laws and regulations shall be lawful permanent residents of theUnited States or protected individuals as defined by 8 U.S.C. sections 1101 and 1324.
22. CONFIDENTIALITY
Seller agrees it will retain in confidence and not use or disclose to others any of Buyer’s trade secrets,
confidential information, know-how, data, or other information acquired by, or disclosed to Seller by or on behalfof Buyer.
23. LIEN RELEASEThe Seller shall not permit any actual or purported lien, charge, or claim to attach or attempt to attach to thework, 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 andsettlement, the Seller shall provide evidence satisfactory to the Buyer of payment and release of debts, taxes,

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liens, charges, obligations, and claims for or relating to labor, materials, subcontractors and subsubcontractors.
24. COUNTERFEIT WORK
(A) The following definitions apply to this clause:(i) “Counterfeit Work” means work that is or contains unlawful or unauthorized reproductions, substitutions,or alterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be anauthentic, unmodified part from the original manufacturer or a source with the express written authorityof 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 identificationof grade, serial number, lot number, date code, or performance characteristics.
(ii) “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 theOriginal 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.
25. TEXAS SALES TAX EXEMPTION CERTIFICATE
Buyer claims an exemption from payment of Texas sales and use taxes for the purchase of taxable Goods andServices described on the face of this Purchase Order. Buyer claims this exemption because Buyer is a nonprofit organization that qualifies under Section 151.310 of the Texas Tax Code. Accordingly, Buyer will providea Texas Sales and Use Tax Exemption Certificate. Buyer may also provide an exemption certificate fordelivery/use in other states on a case-by-case basis.
26. INDEPENDENT CONTRACTOR
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 andhealth regulations in the performance of the services to be supplied hereunder, and while on the premises of
the Buyer.

Rev. 04-20237

27. CONFORMITY, SAFETY, AND ETHICS
Seller shall comply with process conformity and 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 haveunder any other contracts, agreements or obligations.
28. 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 diem is exceeded. Travel expenses for
lodging and per diem (including meals and incidentals must be in compliance with current Federal Travel
Regulation (FTR) and FAR and must not exceed GSA per diem rates for applicable location(s) at the time oftravel. Airfare will be reimbursed for the lowest priced airfare available to the Seller during normal businesshours and travelers must use the least expensive compact car available, unless an exception for another classof 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 in accordance with the current FTR mileagerate at the time of travel. If the mileage is over 50 miles one way, a map to support mileage will be required.
29. 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, Terms andConditions for Construction and Service Work Performed on Buyer Property, attached to this Purchase Orderand incorporated herein.
30. FORCE MAJEURE
A delay in or failure of either Party to perform its obligations hereunder as described shall not constitute default
under this Purchase Order nor give rise to any claim for damage if and to the extent such delay or failure iscaused by occurrences beyond the control of the Party affected, including but not limited to, whether direct orindirect: acts of God; expropriation or confiscation of facilities or compliance with any order or request of any
governmental authority or person purporting to act therefor which affects to a degree not presently existing the
supply, availability or use of materials or labor; acts of war or the public enemy; public disorders, rebellion, or
sabotage; floods; riots; strikes;; pandemics or outbreak of a disease; or any causes whether or not the class or
kind specifically named above, not within the control of the Party affected and which, by the exercise ofreasonable diligence, said Party is unable to prevent, mitigate or remove.
The affected Party shall give written notice within three (3) business days of the force majeure event to theother Party, stating the period of time the occurrence is expected to continue. The affected Party will resume
the performance of its obligations as soon as reasonably practicable after the removal of the cause. In theevent that the affected Party’s delay or failure remains unchanged for a period of thirty (30) days following
written notice given by it hereunder, either Party may terminate this Purchase Order upon ten (10) days written
notice.
31. EXPORT CONTROL
Seller agrees that it shall comply with all applicable United States export control and economic sanctions laws
and regulations. Seller understands that the direct or indirect export, reexport, retransfer, transfer (in-country),
sale, lease, or supply, or any other access to or use of the technical data/technology, software, or equipment
provided by Buyer, or the direct product thereof, to or in another country or to a non-U.S. person may require alicense or other authorization from the Government of the United States; and agrees that it will comply with any
such license or authorization requirements.
Seller represents and warrants it is eligible to receive items regulated by the Export Administration Regulations,and that neither Seller nor any of its direct or indirect owners, officers, directors, employees, affiliates, agents,
representatives, suppliers, or subcontractors are subject to U.S. sanctions or other export restrictions. Seller
must immediately notify Buyer, in writing, of any change that may impact the representation and warranty
above.

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If Seller is engaged in the business of either exporting or manufacturing defense articles or furnishing defense
services, Seller represents it is registered with the Office of Defense Trade Controls as required by theInternational Traffic in Arms Regulations (22 C.F.R. Parts 120-130).
Notwithstanding any other provision in this Purchase Order, Buyer shall have the right to terminate thisPurchase order upon the determination by Buyer that Seller has breached, intends to breach, or insist uponbreaching any of the provisions in this clause. Under such circumstances, Buyer shall be released from
responsibility for fulfilling its obligations under this Purchase Order.
Seller shall indemnify and hold harmless Buyer from and against any and all damages, claims, allegations,losses, liabilities, penalties, fines, costs, and expense including attorney’s fees, which arise out of, related to,or result from Seller’s failure to comply with the provisions of this clause or any applicable export control orsanctions laws or regulations.

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Exhibit A
Government Acquisition Clauses Incorporated by Reference
Rev. 04-2023
The clauses contained in this Exhibit A shall be incorporated by reference as specified in the Federal Acquisition
Regulations (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS), as applicable. Theseclauses shall be incorporated into this Purchase Order with the same force and effect as if they were given infull text. Upon request, the full text will be made available. The obligations of the Contractor to the Government
as provided in said clauses shall be deemed to be the obligations of the Seller to the Buyer. References to “SAT”
herein shall mean the simplified acquisition threshold as defined in FAR 2.101.
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.
A. Applicable FAR flowdown Clauses:
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) (Applies if
the Purchase Order exceeds the SAT.)
52.203-7 ANTI-KICKBACK PROCEDURES (JUN 2020) (Applies if the Purchase Order exceeds $150,000 andis not for commercial products or commercial services.)
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 (JUN 2020) (Applies if the Purchase Order exceeds the SAT)
52.204-2 SECURITY REQUIREMENTS (MAR 2021) (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 (NOV 2021)(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 (NOV 2021)
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITHCONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021) (Applies if thisPurchase Order exceeds $35,000. Copies of notices provided by Seller to the Contracting Officer shall be
provided to Buyer.)52.211-5 MATERIAL REQUIREMENTS (AUG 2000) (Applies if this Purchase Order is for supplies that are notcommercial products)
52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008) (Applies to rated orders)52.214-26 AUDIT AND RECORDS—SEALED BIDDING (JUN 2020) (Applies if the Purchase Order exceeds
the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1) on the date the Purchase
Order is issued.)Rev. 04-2023

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52.214-27 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA—MODIFICATIONS—SEALEDBIDDING (JUN 2020) (Applies if the Purchase Order exceeds the threshold for submission of certified cost or
pricing data in FAR 15.403-4(a)(1) on the date the Purchase Order is issued.)
52.214-28 SUBCONTRACTOR COST OR PRICING DATA—MODIFICATIONS—SEALED BIDDING (JUN2020) (Applies if the Purchase Order exceeds the threshold for submission of certified cost or pricing data in
FAR 15.403-4(a)(1) on the date the Purchase Order is issued.) 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 Datain substantially the form prescribed in Table 15-2 of FAR Clause 15.408. In addition to any remedies provided
by law 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 toindemnify 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 the Purchase Order exceeds theSAT.)
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 CERTIFIED COST OR PRICING DATA (JUN 2020) (Applies if the Purchase
Order, when entered into, exceeds the threshold for submission of cost or pricing data at FAR 15.403-4, andcost 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 applicableto the Purchase Order.)52.215-14 INTEGRITY OF UNIT PRICES (NOV 2021) (Applies if the Purchase Order exceeds the SAT.
Paragraph (b) of the clause is not applicable)
52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2010) (Applies to the Purchase Order
if it is anticipated that cost or pricing data will be required or if 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 the 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 the 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 to the Purchase Orders if it is anticipated that cost or pricing data will be
required or if any pre-award or post-award cost determinations will be subject to FAR Part 31.)
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52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (JUN 2020) (Applicable to Firm Fixed Price
Purchase Orders issued under DoD Prime Contracts that exceed the threshold for obtaining cost or pricing datain 15.403-4, except when awarded on the basis of adequate price competition or for the acquisition of acommercial product or commercial service.)
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2022) (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 (OCT 2022) (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,
which is required to be received and approved by Buyer prior to award, is incorporated herein by reference. 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)
52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS—OVERTIME COMPENSATION (MAY2018) (Applies if the Purchase Order exceeds $150,000. Also, under the clause, Buyer may withhold or recoverfrom Seller such sums as the Contracting Officer may withhold or recover from Buyer because of liabilities of
Seller or its subcontractors under this clause.)
52.222-19 CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (DEC 2022) (Applies if
Purchase Order is expected to exceed the micro-purchase thresholds.)
52.222-20 CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES AND EQUIPMENT (JUN 2020) (Applies
if the 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 the Purchase Order is for$150,000, or more.)
52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 2020) (Applies if the Purchase
Order exceeds $15,000. If Seller is a foreign company, this clause applies to the Purchase Order only if work
under the Purchase Order will be performed in the United States or Seller is recruiting employees in the UnitedStates to work on the Purchase Order)
52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020) (Applies if the Purchase Order exceeds$150,000. If Seller is a foreign company, this clause applies to the 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)
52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT(DEC 2010) (Applies if this the Purchase Order exceeds $10,000. If Seller is a foreign company, this clauseapplies to the Purchase Order only if work under the Purchase Order will be performed in the United States orSeller is recruiting employees in the United States to work on the Purchase Order)
52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018) (Applies if the Purchase Order is forservices subject to the Service Contract Labor Standards. The clause does not apply if the Purchase Order 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 the Purchase Order only ifwork 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 (NOV 2021) (Insert “and Buyer” after “Government”
throughout this clause.)
52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (MAY 2022) (Applies if the Purchase Order exceeds$150,000 except for Purchase Orders that are for a period of performance of less than 120 days, or are only for(1) COTS items, (2) items that would be a COTS item, but for minor modifications, (3) items that would be COTS
items if they were not bulk cargo, or (4) commercial services that are (i) part of the purchase of a COTS item (oran item that would be a COTS item, but for minor modifications); (ii) performed by the COTS provider, and (iii)
are normally provided for that COTS item. If Seller is a foreign company, this clause applies to the 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)
52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (FEB 2021) (Applies
if the Purchase Order involves hazardous material. Insert “and Buyer” after “Government” throughout this clause,
except in paragraph (f) insert “or Buyer” after “Government”)
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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 allPurchase Orders.)
52.225-1 BUY AMERICAN SUPPLIES (DEC 2022) (Applies if the Purchase Orderis for the supply of an itemthat 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—FREE TRADE AGREEMENTS—ISRAELI TRADE ACT (DEC 2022) (Appliesif thePurchase Order is for the supply of an item which is an end product under the prime contract and the prime
contract contains 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 (DEC 2022) (Applies if the Purchase Order is for the supply of 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 the SAT 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 (FEB 2021)
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 the Purchase Order exceeds the SAT. Insert “or Buyer” after “Government” throughout thisclause)52.227-9 REFUND OF ROYALTIES (APR 1984)
52.227-10 FILING OF PATENT APPLICATIONS—CLASSIFIED SUBJECT MATTER (DEC 2007) (Applies if
the work under the Purchase Order or any patent application thereunder may cover classified subject matter.)
52.227-14 RIGHTS IN DATA—GENERAL (MAY 2014) (Does not apply to the Purchase Order if DFARS
252.227-7013 applies)
52.228-5 INSURANCE -- WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (Applies if the 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 the 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 the
Purchase 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 the clause,
insert “or Buyer” after “Government”.)
52.242-13 BANKRUPTCY (JUL 1995) (Applies if the Purchase Order exceeds the SAT.)
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 the Purchase Order is for services.
Alternate II applies if the Purchase Order is for supplies and services.)
52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)
52.245-1 GOVERNMENT PROPERTY (SEP 2021) 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
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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 the Purchase Order
involves international air transportation.)
52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS (NOV 2021)
52.248-1 VALUE ENGINEERING (JUN 2020) (Applies if the Purchase Order exceeds the SAT.)
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.)
B. Applicable DFARS Flowdown Clauses:
252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE- CONTRACTRELATED FELONIES (JAN 2023) (Applicable if the Purchase Order exceeds the SAT and is not for acommercial product or commercial service).
252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (DEC 2022)
252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING(JAN 2023) (Applicable if the Purchase Order is issued under a DoD Prime Contract, except for orders that aresolely for the acquisition of COTS items) All requirements of this clause flow down to Sellers providing
operationally critical support, or for which Purchase Order performance will involve covered defense information,
including Purchase Orders for commercial products and commercial services.
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 products and commercial services, 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 (MAR 2022) (Applicable
if the Purchase Order is issued under a DoD Prime Contract, except for orders that are solely for the acquisitionof COTS items)
252.204-7020 NIST SP 800-171 DoD ASSESSMENT REQUIREMENTS (JAN 2023) (Applicable if the Purchase
Order is issued under a DoD Prime Contract, except for orders that are solely for the acquisition of COTS items)
252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION TO LITIGATION SUPPORT(JAN 2023)
252.211-7003 ITEM UNIQUE IDENTIFICATION AND VALUATION (JAN 2023)
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252.219-7003 SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) (DEC 2019) NOTE: Thisclause supplements the Federal Acquisition Regulation 52.219-9, Small, Small Disadvantaged and WomenOwned Small Business Subcontracting Plan, clause of the Purchase Order.
252.223-7001 HAZARD WARNING LABELS (DEC 1991) (Applies if the Purchase Order requires the deliveryof hazardous materials.)
252.223-7002 SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES (MAY 1994) (Applies if theGoods delivered 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 the 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 the Purchase Order requires access to a DoD installation.)252.223-7007 SAFEGUARDING SENSITIVE CONVENTIONAL ARMS, AMMUNITION, AND EXPLOSIVES(SEP 1999) (Applies if the Purchase Order is for the development, production, manufacture, or purchase of arms,
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 (JAN 2023) (Applies if the 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 (JAN 2023)
252.225-7004 REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA –SUBMISSION AFTER AWARD (OCT 2020) (Applicable if the Purchase Order exceeds $15,000,000.)
252.225-7007 PROHIBITION ON ACQUISITION OF CERTAIN ITEMS FROM COMMUNIST CHINESEMILITARY COMPANIES (DEC 2018) (Applies to the Purchase Order if it involves the delivery of items coveredby the United States Munitions List or the 600 series of the Commerce Control List.)
252.225-7009 RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTYMETALS (JAN 2023) (Applies if the work to be furnished contains specialty metals. Paragraph (d) is deleted.)
252.225-7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (APR 2022) (Applies if the Purchase
Order exceeds $150,000.)
252.225-7013 DUTY-FREE ENTRY (DEC 2022) NOTE: Insert the substance of this clause, including paragraph(j), in all subcontracts under the Purchase Order for (1) qualifying country components, or (2) non-qualifying
country components for which Seller estimates that duty will exceed $200 per unit. Tailor such subcontracts inaccordance with paragraph (j) of the clause.
252.225-7016 RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS (JAN 2023) (Applies ifwork supplied under the Purchase Order contains ball or roller bearings. Substitute “Buyer” for “Government” or“United States” in subparagraph (a) (2).)
252.225-7021 TRADE AGREEMENTS (JAN 2023) (Applicable to the Purchase Order 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 the 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(JAN 2023) (Applicable to the Purchase Order if the Seller is supplying an item that is an end product under theprime 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 to the Purchase Order if Seller will be performing or
traveling outside the U.S. under the Purchase Order. For paragraph (c), see applicable information cited in
DFARS 225.7401.)
252.225-7048 EXPORT-CONTROLLED ITEMS (JUN 2013)
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252.225-7058 POSTAWARD DISCLOSURE OF EMPLOYMENT OF INDIVIDUALS WHO WORK IN THE
PEOPLE’S REPUBLIC OF CHINA (JAN 2023) (Applies if the Purchase Order estimated value exceeds$5,000,000, excluding Purchase Orders for commercial products and commercial services, and is issued undera DoD Prime Contract.)
252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC ENTERPRISES,AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS (JAN 2023) (Applicable if the 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 the Government provides said incentive payment to
Buyer.)
252.227-7013 RIGHTS IN TECHNICAL DATA -- NONCOMMERCIAL ITEMS (JAN 2023)
252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIALCOMPUTER SOFTWARE DOCUMENTATION (JAN 2023)
252.227-7015 TECHNICAL DATA—COMMERCIAL ITEMS (JAN 2023)
252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION (JAN 2023)
252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS - COMPUTER SOFTWARE (JAN 2023)
252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHEDINFORMATION MARKED WITH RESTRICTIVE LEGENDS (JAN 2023)(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).)
252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (JAN 2023)
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)
252.239-7010 CLOUD COMPUTING SERVICES (JAN 2023) (Applicablw if the Purchase Order involves using
cloud computing to provide information technology services in the performance of the contract)252.239-7018 SUPPLY CHAIN RISK (DEC 2022) (Applicablw if the Purchase Order involves the development
or delivery 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 2022) (Applicable if the Purchase Orders
exceeding the SAT.)
252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS (DOD CONTRACTS) (JAN 2023)
252.246-7001 WARRANTY OF DATA – ALTERNATE I (MAR 2014)252.246-7007 CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND AVOIDANCESYSTEM (JAN 2023) (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).)
252.246-7008 SOURCES OF ELECTRONIC PARTS (JAN 2023) (Applicable if the Purchase Order is for theacquisitions of commercial products and commercial services, when procuring electronic parts; end items,
components, parts, or assemblies containing electronic parts; or services, if the Seller will supply electronic parts
or components, parts, or assemblies containing electronic parts as part of the service. Does not apply if Seller isthe original manufacturer.)
252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA (JAN 2023) (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).)

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252.249-7002 NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION (DEC 2022)(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).)(c) 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://sam.gov/SAM/, 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, and are incorporated in this award by reference (see FAR 4.1201); or (2)certifies to the Self-Certifications set forth below.
Additionally, Seller certifies that the business size standard applicable to the NAICS code referenced for thesolicitation is current, accurate, complete, and applicable as of the date of Seller’s offer. Seller shall immediately
notify Buyer of any change of status regarding any representation or certification set forth herein.
Self-Certifications:
By acceptance of this Purchase Order, Seller confirms its acceptance of the following self-certification
statements:
1.
FAR 52.203-7 CERTIFICATION OF COMPLIANCE TO FEDERAL ACQUISITION REGULATIONS:ANTI-KICKBACK (JUN 2020) (Applicable if the Purchase Order exceeds $150,000.)CERTIFICATION REGARDING ANTI-KICKBACK. Seller certifies, to the best of its knowledge and belief, that:(a) The Seller is aware that this procurement is subject to the terms of the Anti-Kickback Act of 1986 (4I1 U.S.C.
§§ 8701-8707). The Act was passed to deter subcontractors from making payments and contractors fromaccepting payments for the purpose of improperly obtaining or rewarding favorable treatment in connection witha prime contract or subcontract relating to a prime contract.
(b) The Seller 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 Seller is aware that pursuant to 41 U.S.C. § 8703 (c)(1) Subcontractors, either of Government-unique orcommercial 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 INFLUENCECERTAIN FEDERAL TRANSACTIONS (SEP 2007) (Applicable if the Purchase Order exceeds $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.

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(c) Certification. Seller hereby certifies to the best of its knowledge and belief that no Federal appropriated funds
have been paid or will be paid to any person for influencing or attempting to influence an officer or employee ofany 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 Seller 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 Seller 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 VIDEOSURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021) (Applicable to Purchase Orders.)(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 criticaltechnology 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 thatconnects 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 Year 2019
(Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into acontract 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, oras critical technology as part of any system. This prohibition 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 thatconnects 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 Seller 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 Seller 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
Seller shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Seller
is unable to respond “will not” in paragraph (d)(1) of this section; andRev. 04-2023

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(2) After conducting a reasonable inquiry, for purposes of this representation, the Seller represents that—
It does not use covered telecommunications equipment or services, or use any equipment, system, orservice that uses covered telecommunications equipment or services. The Seller shall provide the additional
disclosure information required at paragraph (e)(2) of this section if the Seller is unable to respond “does not” inparagraph (d)(2) of this section.
(e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Seller has responded “will” in the
representation in paragraph (d)(1) of this provision, the Seller shall provide the following information as part ofthe 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) ora 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 thisprovision.
(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, such as 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 this provision.
(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Seller has responded“does” in the representation in paragraph (d)(2) of this provision, the Seller shall provide the following informationas 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 thisprovision.
(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, such as 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; 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)(2) of this provision.
4.
FAR 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (AUG 2020) (Applicable
if the Purchase Order exceeds the SAT.)(a) (1) The Seller certifies, to the best of its knowledge and belief, that—
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(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 Seller checks “have”, the Seller 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).
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 to contract
award, the Seller learns that its certification was erroneous when submitted or has become erroneous by reasonof changed circumstances.
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(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 Seller’s responsibility. Failure of the Seller to furnish a certification or provide such additional
information as requested by the Contracting Officer may render the Seller 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 Seller 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 Seller 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(NOV 2021) (Applicable if the Purchase Order exceeds the SAT, unless the exception at 9.109-3 applies.
Commercial products and commercial services as defined at FAR 2.101 are also exempt.)
The Seller 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 Seller has engaged in any activity that contributed to or was asignificant 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 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) (Applicable if the Purchase
Order exceeds $10,000)
Seller agrees that it does not and will not maintain or provide for its employees any segregated facilities at anyof its establishments, and that it does not and will not permit its employees to perform their services at any
location under its control where segregated facilities are maintained. Seller agrees that a breach of thiscertification is a violation 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.
8.
FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)
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.
.
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9.
DFARS 252.225-7057 and 7058 PREAWARD/POSTAWARD DISCLOSURE OF EMPLOYMENT OF
INDIVIDUALS WHO WORK IN THE PEOPLE’S REPUBLIC OF CHINA (JAN 2023) (Applies if the Purchase
Order issued under a DoD Prime Contract and exceeds $5,000,000, excluding Purchase Orders for commercial
products and commercial services.)
As used in this clause, definitions include:(i) “Covered contract” means any DoD contract or subcontract with a value in excess of $5 million, notincluding contracts for commercial products and commercial services.
(ii) “Covered entity” means any corporation, company, limited liability company, limited partnership,business trust, business association, or other similar entity, including any subsidiary thereof,
performing work on a covered contract in the People’s Republic of China, including by leasing orowning real property used in the performance of the covered contract in the People’s Republic ofChina.
In accordance with section 855 of the National Defense Authorization Act for Fiscal Year 2022 (Pub. L. 117-81,
10 U.S.C. 4651 note prec.), DoD may not award, extend, or exercise an option on a covered contract with acovered entity unless such covered entity submits each required disclosure of its use of workforce and facilities
in the People’s Republic of China, if it employs one or more individuals who perform work in the People’s
Republic of China on a covered contract.
Seller represents that --At the time of offer and award of this Purchase Order, Seller was not a Covered entity; or
If Seller is a Covered entity, Seller shall disclose to Buyer Seller’s employment of one or more individuals who
perform work in the People’s Republic of China on any covered contract, for the Government’s fiscal years 2023
and 2024. The disclosures shall include—(i) The total number of such individuals who perform work in the People’s Republic of China on the covered
contracts funded by DoD; and(ii) A description of the physical presence, including street address or addresses in the People’s Republic ofChina, where work on the covered contract is performed.

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Exhibit B
Purchase Order Insurance Requirements
Rev. 10-2021
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).

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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.
4. Professional Liability/Technology Errors & Omissions Liability/Cyber and/or Network & Data
Privacy Liability:
The Seller shall maintain appropriate Professional Liability insurance covering damages incurred byBuyer or Buyer’s customer as a result of Seller’s acts, errors or omissions arising out of, or failure to
render, its professional services with minimum limits of $1,000,000 per claim. Professional services
may include, but are not limited to design work, engineering services, laboratory services, consulting
services, specialty technology services, computer programming services, technology related
products/services, software design, rendering of data or reports, access to Buyer’s or Buyer’s
customers’ data, information and/or proprietary content.
B. Special Operations Coverage
Should any of the work or services:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Involve access to monies/securities, Seller shall provide Fidelity/Crime Insurance of not less than
$1,000,000 per occurrence.
7. 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.
8. 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.

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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, or Seller’s authorized representative 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 via electronic
mail to:SwRIVendorCOI@swri.org
Southwest Research InstituteAttn: Director, Purchasing
6220 Culebra Road
San Antonio, Texas 78238

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EXHIBIT CTERMS AND CONDITIONS FOR CONSTRUCTION AND SERVICE WORK PERFORMED ON BUYER
PROPERTY
Rev. 04-2023
The following terms and conditions are hereby made a part of this Purchase Order for construction and service
work performed by Seller on Buyer property. For purposes of this exhibit, the term Seller shall include entities
that have contracted either directly or indirectly (i.e., subcontractors) with Buyer to perform services or work
related to the property, facilities, or buildings, owned or leased by Buyer. Suppliers and subcontractors to theSeller shall be bound to the Seller by the terms of this Purchase Order. Seller must make copies of these terms
available to Seller’s subcontractors prior to Seller’s subcontractors starting work and must assure that Seller’s
subcontractors abide by the requirements outlined herein.
BUYER’S FACILITIES DEPARTMENT
Buyer’s Facilities Department (“Facilities”) is responsible for all construction activities on Buyer’s property. All
work will be performed under the administration of Facilities, or its designated representative, i.e. Consultant,Architect or Engineer. Seller must coordinate the work or services in existing facilities with a designatedrepresentative from Facilities prior to beginning work.
Approval of pay requests, submittals, changes, etc., is the responsibility of Facilities. 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.
SELLER
Seller must comply with all applicable federal, state, and local laws, regulations, ordinances, and building codes
and must include all required fees in the Purchase Order amount (Contract Sum). Seller must abide by therequirements of any Buyer sign or notice posted that requires the use of specific personal protective equipment,that restricts access to qualified or authorized persons only, or that establishes other requirements for entry.
Seller is responsible for (1) controlling the means and methods by which it and its employees perform the workor service on Buyer’s property; (2) independently ascertaining what health, safety, and environmental practices
are appropriate and necessary 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 Seller
and the work.
Seller must provide all labor, materials, tools, construction equipment and machinery, and other facilities andservices necessary for the execution and completion of the work. Buyer will not loan or otherwise provide tools
or other equipment to Seller or Seller’s subcontractors. Seller equipment must be in good condition and Seller
must follow manufacturer’s guidelines in proper use.
Seller must establish controls to restrict unauthorized access to work zones, and ensure that requirements forentry are clearly posted at all access points. Seller work areas will be kept clean and neat at all times. At the endof each shift, equipment and materials must properly be stored. Seller must remove and properly dispose of
trash from all work areas daily or at the end of each shift.
SELLER ENVIRONMENTAL AND SAFETY GUIDELINES
Emergency Response/Spills
In the event of a medical emergency, fire, chemical/fuel spill or other hazardous condition, Seller must
immediately notify Buyer Security by calling 210-522-2222 to initiate a response from Buyer 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, Seller
must report the location, identity, and amount of spilled material (if known) and if there are immediate
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environmental or safety hazards (e.g., exposed personnel, fire or material entering sewers). If the spill is of areportable quantity, then Buyer must notify governmental officials within 24 hours.
SAFETY REQUIREMENTS
Buyer’s Environmental and Safety Systems Department (“ESS”)
Phone: 210-522-2221
Seller must comply with all applicable federal, state, and local safety and human health regulations.
Traffic Control
Where traffic diversion is necessary, Seller must provide appropriate signage and coordinate through Buyer’s
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
Buyer’s Facilities must be contacted prior to Seller going on any roof. Seller must use appropriate fall protection
equipment when a fall hazard is present in accordance with OSHA standards.
Lockout/Tagout (LO/TO)
Seller must discuss the shutdown of equipment/systems and utilities with Facilities before starting work. At notime shall a Seller or its employees override any locks or tags encountered during the performance of work.
Seller shall develop, implement and maintain a Lockout/Tagout program in accordance with OSHA regulations,use their own locks and keys, and make such program available for examination upon request by Buyer.
Whenever Seller and Buyer personnel must perform overlapping LO/TO, both LO/TO programs must be
coordinated to comply with the Buyer’s LO/TO program.
Electric Work
Seller shall ensure that only qualified Electricians work on Buyer electrical systems and equipment. All work shallbe conducted in accordance with OSHA regulations and the National Fire Protection Association (NFPA) 70E
Standard for Electrical Safety in the Workplace. Seller should not leave electrical boxes, switch gear, cabinets,
or electrical rooms open when unattended. Seller shall coordinate requests for shutdowns and/or power outages
with Buyer’s Facilities. Under no circumstances shall utilities be shut off without a minimum 24-hour priorapproval by Facility Operations and the Division representative.
Fire Protection and Suppression Systems
Seller 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. Sprinkler heads must have eighteen(18) inches of clearance at all times. If authorization is granted to disable a system, a temporary system shall be
provided by the Seller to ensure the safety of building occupants.
Hot Work
Hot work (welding, cutting and brazing) activities must be authorized and permitted by Facilities in accordancewith Buyer’s Hot Work Program (ESS-P219.01), which will be provided to Seller upon request. Before beginning
any hot work, Seller must develop, implement and maintain its own Hot Work Program in accordance with OSHA
regulations. Seller must use a hot work permit for each separate work activity and must ensure that the conditionsof the permit are met at all times.
Asbestos and Suspect Asbestos Containing Materials
Some Buyer buildings contain asbestos in various forms. Before starting work in any building Seller shall consult
Facilities who will arrange for the known asbestos information to be provided to Seller. It is possible that asbestos
may be found which is not in the survey. Seller upon encountering any asbestos shall cease all operations andnotify Facilities for necessary action.
Confined Spaces
Before entering any confined space, Seller 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
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regulations. Seller 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. Sellers who are required to enter into
any confined space on Buyer’s 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 Buyer form ESS-F217.03, Non-SwRI Employee Confined Space Training Certification
form. Seller shall provide at least 24-hour advance notice to Facilities before Seller personnel will be working ina confined space on Buyer’s 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 Seller must be removed from Buyer
property when Seller’s work is complete.
Mobile Cranes
Each crane, rigging, or hoist brought onto Buyer’s property must have an annual inspection performed by acertified testing agency. Documentation, including a logbook, must be provided to Buyer upon request. Crane
operators must possess a valid National Commission for the Certification of Crane Operators License orequivalent, which is kept at the work site. Seller must ensure that the crane, swing radius, and load path isproperly barricaded to prevent personnel from being injured by the crane or load. Lifts must not be made above
staff, visitors, other Sellers, or the public. Lifts over occupied facilities may only be made after consultation withand approval by Facilities and ESS.
Trenching and Excavations
Seller must follow the OSHA standard for trenching and excavation. Seller must notify Facilities 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 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 of a marked underground utility.
Utilities must be supported within an excavation to prevent collapse. Adjacent structures must be shored and/or
protected in accordance with the design documents to prevent collapse. Fall protection should be installedaround the perimeter of the excavation.
ENVIRONMENTAL REQUIREMENTS
Buyer’s Environmental Policy is available to Sellers through the Buyer’s web site (www.swri.org). Sellers working
on-site are required to conform to Buyer’s 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. Seller should consider covering containments toprevent 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.

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Refrigerant Systems
Seller must coordinate with Buyer’s Heating, Ventilation, and Air Conditioning section within the Facility prior tocommencing work on any refrigerant-containing system(s) or equipment. Contact 210-522-2106 for more
information.
Wastewater Discharge
Seller 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.
Seller must obtain approval from ESS prior to disposing of any wastewater in the sanitary sewer system.
Stormwater collected in Seller secondary containment is considered wastewater and must be managed aswastewater.
Chemical Identification
Seller must label all raw material containers with the contents of the container and Seller’s name. The Seller
shall develop or have their own Hazard Communication Plan that complies with 29 CFR 1910.1200. The Seller
shall have copies of Safety Data Sheets (SDS) on-site and available for review for all hazardous materials stored
or used on Buyer’s property. The Seller may request and review SDSs for any materials that they may encounter
on Buyer’s 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 Seller “just in time” for use to avoid prolonged storage periods. Seller must remove allunused raw materials and empty containers from the work site prior to vacating.
Waste Management/Disposal
Seller must adhere to federal, state, and local environmental regulatory requirements, as well as Buyer rules andpolicies, regarding waste management and disposal. Disposal requirements may be decided prior tocommencement of work, depending on the job scope. It is Seller’s responsibility to provide advanced notice of
the amount, type, and timing of the waste generation by contacting Buyer’s ESS at (210)522-2221.
Seller 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.)
Seller 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. Seller is liable for any corrective actions and disposal costs.
Water Supply
In order to protect Buyer’s public drinking water system from contamination and pollution that could result from
improper system construction or configuration, Sellers must follow the most current City of San Antonio Plumbing
Code practices during construction and installation. In addition, Seller must comply with the following
unacceptable practices that are prohibited by the State of Texas:
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•
•
•
•
•

No direct connection between Buyer’s 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.
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.

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

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