Exhibit 10.48


 


BAE SYSTEMS


 


SETAC
SUBCONTRACT AGREEMENT


 


	
  Agreement No:

  	
  02S-0075

  	
  Type
  of Agreement:

  	
  Fixed Price Labor Rates

  w/Reimbursable

  Items/Task Order

  
	
  Prime Contract No.:

  	
  DASG60-02-D-0009

  	
  DPAS Rating:

  	
  DX-A2

  
	
  Security Classification:

  	
  Top Secret

  	
  Agreement Amount:

  	
  As Specified in Task Orders

  



 


 


BAE SYSTEMS Analytical
Solutions, Inc.

1525 Perimeter Parkway, Suite 500

Huntsville, Alabama 35806

Phone/fax: 256-890-8000/256-890-8030


 


And


 


Paragon Systems, Inc

3317 Triana Blvd, SW

Huntsville, Al 35805

email: hrbright@paragonsystems.net

Phone/fax: 256-533-7598/256-533-9956

TIN/EIN: 63-0937443

(hereinafter also referred to as “Subcontractor”)


 


WITNESS
THAT:


 


This Agreement constitutes the entire understanding and agreement
between the parties with respect to the subject matter hereof and supersedes
all prior representations and agreements. It cannot be changed unless such
changes are put in writing and executed by authorized representatives of both
parties. The validity, construction, scope and performance of this Subcontract
Agreement shall be governed by the laws of the State of Alabama.


 


IN WITNESS WHEREOF, the parties hereto have, through duly authorized
officials, executed this Subcontract Agreement effective as of date of last
signature below.


 


	
  For BAE SYSTEMS:

  	
  For the Subcontractor:

  
	
   

  	
   

  
	
  /s/ Leigh Spano

  	
   

  	
   

  	
   

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
  Leigh
  Spano

  	
   

  	
   

  	
   

  
	
  Typed
  or Printed Name

  	
  Typed
  or Printed Name

  
	
   

  	
   

  
	
  Subcontracts
  Administrator

  	
   

  	
   

  	
   

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
  May 14, 2003

  	
   

  	
   

  	
   

  
	
  Date

  	
  Date

  



 


Revised per Mod 2 dated May 14, 2002


 


Page 1 of 49





















 


BAE SYSTEMS


SECTION
B - SUPPLIES OR SERVICES AND PRICES/COSTS


 


B-l                               SCOPE


 


Services and Prices/Costs ordered hereunder shall be set forth in each
task order issued.


 


	
  ITEM

  	
   

  	
  ITEM
  DESCRIPTION

  	
   

  	
  UNIT

  	
   

  	
  U/P

  	
   

  	
  TOTAL PRICE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0001

  	
   

  	
  SETAC
  – Fixed Price Labor

  Provide
  services outlined in the Scope of Work (SOW), as defined in a given task
  order (T/O), at the fixed prices per government labor category as specified
  in Section B–3.

  	
   

  	
  1 LOT

  	
   

  	
  N/A

  	
   

  	
  ESTIMATED PRICE

  (To be set forth in each order issued)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0002

  	
   

  	
  Data/Deliverables

  See
  Subcontract Data Requirements List (SDRL), DD Form 1423s, Attachment 3,
  consisting of Exhibit Line Item Numbers A001 through A007. Subcontractor
  format for Data Item Descriptions is acceptable. This SLIN is valid during
  the three-year base period as well as any/all award term extensions earned by
  the subcontractor.

  	
   

  	
  1
  LOT

  	
   

  	
  N/A

  	
   

  	
  NSP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0003

  	
   

  	
  Consultants

  COST
  - Provide services outlined in the scope of work (SOW) at the cost
  reimbursable amounts as approved on a task-order-by-task-order basis. Total
  fee shall not exceed 2.0% of the estimated costs. This SLIN is valid during
  the three-year base period as well as any/all award term extensions earned by
  the subcontractor. Consultants must be
  pre-approved by the Contracting Officer through BAE SYSTEMS.

  	
   

  	
  1
  LOT

  	
   

  	
  N/A

  	
   

  	
  ESTIMATED
  COST

  (To be set forth in each order issued)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0004

  	
   

  	
  Materials
  and Special Test Equipment

  COST
  - Provide materials, special test equipment (STE), and associated support
  services outlined in the individual task orders at the cost reimbursable
  amounts as approved by the Task Order Manager and the Contracting Officer. NO
  FEE IS ALLOWED ON THIS SLIN. This SLIN is valid during the three-year base
  period as well as any/all award term extensions earned by the subcontractor.

  	
   

  	
  1
  LOT

  	
   

  	
  N/A

  	
   

  	
  ESTIMATED COST

  (To be set forth in each order issued)

  



 


Page
2 of 49


Revised per Mod
2 dated May 14, 2002


 





















 


BAE SYSTEMS


 


	
  0005

  	
   

  	
  Travel

  COST
  - Travel as directed in the individual task order. Travel must be completed
  within the cost reimbursable amounts allowed per the Joint Travel Regulations
  and the DCAA-approved Company-Implemented Policy and Procedures. NO FEE IS
  ALLOWED ON THIS SLIN. This SLIN is valid during the three-year base period as
  well as any/all award term extensions earned by the subcontractor.

  	
   

  	
  1 LOT

  	
   

  	
  N/A

  	
   

  	
  ESTIMATED COST

  (To be set forth in each order issued)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0006/0007

  	
   

  	
  Reserved

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0008

  	
   

  	
  Reserved

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0009

  	
   

  	
  Reserved

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-2                            DIRECT
PRODUCTIVE PERSON HOURS (DPPHS) FOR TASK ORDERS


 


a.               Reserved.


 


b.              In the
performance of the various Task Orders, which will be issued pursuant to clause
H-14, TASK ORDER PROCEDURE, the subcontractor shall provide the
specified number and types of DPPHs per each task order, and as agreed to in
the corresponding task order management plan (T/OMP), as provided.


 


c.               DPPHs
are defined as prime contractor, consultant, and subcontractor actual direct
labor hours exclusive of vacation, holiday, sick leave, and other absences.


 


d.              Prior
to final payment on a Task Order, the subcontractor is required to certify to
the Subcontracts Administrator that he has exerted the total DPPHs by labor
category as stated in each voucher; has completed all associated travel; has
acquired all required materials; has provided the reports called for; has
dispositioned all subcontractor-acquired and government-furnished property
according to government direction; and that the effort performed and reports
provided are considered satisfactory by BAE SYSTEMS.


 


Page 3 of 49


Revised per Mod
2 dated May 14, 2002


 





















 


BAE SYSTEMS


 


B-3                            GOVERNMENT LABOR CATEGORIES AND ASSOCIATED FIXED PRICES PER
DPPH


 


a.               The
fixed prices per DPPH, as set forth in Attachment 8, are applicable for
subcontract performance, as ordered by properly executed task orders hereunder.


 


b.              For
employees permanently stationed in the high-cost area(s) below, the
fixed-prices, as set forth in Attachment 8 for the specific high-cost site(s),
are based on the percentages shown below (as determined by the Government
Contracting Officer). Other sites may be added during subcontract performance.


 


	
  Washington, DC

  	
   

  	
  15

  	
  %

  
	
  Alaska

  	
   

  	
  15

  	
  %

  



 


Page 4 of 49


 


Revised per Mod
2 dated May 14, 2002


 





















 


BAE SYSTEMS


 


SECTION
C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT


 


C-1                            SCOPE


 


The Subcontractor, as an independent
contractor and not as an agent or employee of the Government or BAE SYSTEMS,
shall furnish to BAE SYSTEMS all necessary labor, services (non-personal), and
materials, except as specified to be furnished by BAE SYSTEMS or the
Government, required to accomplish the work efforts described below, and as
specifically set forth in each task order issued, as specified in B-1.


 


SYSTEMS
ENGINEERING AND TECHNICAL ASSISTANCE CONTRACT (SETAC)


 


SCOPE OF
WORK (SOW)

SW-ZZ-16-01


 


27 Aug
01

REVISED 20 Mar 02


 


The term “contractor” shall mean “subcontractor.” The term “contract”
shall mean “subcontract.”


 


1.0         INTRODUCTION
AND BACKGROUND


 


1.1.1                        The
U.S. Army Space and Missile Defense Command (USASMDC), Program Executive
Office-Air and Missile Defense (PEO-AMD), and Ground-Based Midcourse Defense
Joint Program Office (GMDJPO) have been directed to participate in vigorous
Ballistic Missile Defense (BMD) technology programs, including air, space, and
missile defense. The USASMDC, the NMDJPO, and PEO-AMD missions are to conduct a
coordinated research and development program in accordance with Department of
Defense (DoD), Missile Defense Agency (MDA), and Army guidance. The goal of
services hereby obtained is to ensure a timely, energetic, and cost effective
development of technologies for defense against evolving threats; to coordinate
all technology base development to maximize benefits for strategic and theater
missile defense and air/space technology programs; and to ensure programs are
in regulatory compliance. The USASMDC, PEO-AMD, and GMDJPO act to manage the
Army’s research and development effort, to advance the technologies of
ballistic missile defense, air and space technology, and to provide a system
technology base for a range of future defense applications. These programs
evolve around seven major functions:


 


1.1.1.1               Requirements
Definition, Integration, and Planning


 


1.1.1.2               Technology
Development, System Development, Assessment, and Validation


 


1.1.1.3               Threat
Estimation/Projections


 


1.1.1.4               Weapons
Lethality and Effects Estimation


 


1.1.1.5               Modeling,
Simulation, and Interfacing


 


1.1.1.6               Program/Project
Analysis, Evaluation, Experimentation, and Support


 


1.1.1.7               Production
and Fielding Support


 


Page 5 of 49


 


Revised per Mod
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BAE SYSTEMS


 


1.1.2                        The
programs are continually changing based on evolving technology, new doctrine,
and changing government emphasis. 
Current emphasis is to research, evaluate, prove the effectiveness of
various components and systems, and support production and fielding. The
USASMDC, PEG-AMD, and GMDJPO have structured research programs integrating an
extremely wide range of technologies and support functions into system concepts
and/or hardware components/system platforms. In addition to DoD elements and
participating government agencies, many industrial firms, large and small, are
also involved as government contractors. The purpose of this contract is to
obtain systems engineering and technical assistance for USASMDC, PEO-AMD, and
GMDJPO and other associated air, space, and missile defense organizations
related to the many tasks and projects which fall within the broad categories
of air, space, and missile defense activities under the missions of those
agencies, as they are defined by Higher Headquarters, Congress, and the
Department of Defense.


 


2.0         SCOPE
AND GENERAL REQUIREMENTS


 


2.1.1                        The
general areas to be supported for the duration of the contract are set forth in
this Scope of Work.  These areas are not
meant to be definitive, but rather, represent in summary form the general areas
to be supported.  Therefore, the SOW is
deemed to be a basic expression of the contract requirement.  Specific performance requirements will be set
forth in Task Orders (T/Os) issued under the contract. The T/Os may be issued
for USASMDC, PEO-AMD, GMDJPO, other associated air, space, and missile defense
organizations, or as directed by higher Headquarters, in support of their
current Mission and Function Statements.


 


2.1.2                        The
contractor shall conduct studies, and provide concept system definition and
related documentation to support the study results; provide independent
analyses, simulations, technological assessments; and perform other related
tasks in systems definition, experiments, technology demonstration, system
development, and production and fielding. The contractor shall analyze,
critique, and assess the adequacy, timeliness, and cost effectiveness of work
performed by other contractors. The contractor shall identify issues and shall
formulate and provide alternatives for issue resolution. The contractor shall
have a working knowledge of the DoD 5000 acquisition milestone review process
and shall be knowledgeable of initiatives in the acquisition arena.


 


2.1.3                        The
contractor shall implement the SETAC Operations Security (OPSEC)/TEMPEST Plan
in performance of any portion of the contract requiring OPSEC.   The plan, as updated, shall continue to
conform to the requirements of the DD Form 1423 and further instructions
contained in the current AR 530-1.


 


2.1.4                        In
performing this SOW, the contractor may be required to interact with USASMDC,
PEO-AMD, and GMDJPO, with other contractors, and with various other
governmental agencies, as designated by T/O statements of work. Such
interaction shall be conducted only to the extent addressed in the specific T/O
or routine technical discussions with the task order monitor (T/OM).


 


2.1.5                        Changes
in emphasis and significant changes in program direction are inevitable with
respect to approved projects. The contractor shall be responsive to such
changes as they are defined by the issuance of T/Os. Therefore, the contractor
shall be responsive to new, revised, or terminated effort.


 


2.1.6                        The
contractor shall perform specific work as directed, and funded, by individual
T/Os. Each T/O will include, at a minimum, the estimated Direct Productive
Person Hours (DPPHs) for the fixed-price labor categories and the
cost-reimbursable consultant category; the applicable funding; the T/O ceiling
for labor, consultant, travel, and materials; the period of performance; the
required deliverables; the T/O statement of work; and any special instructions
applicable to the given T/O.


 


2.1.7                        The
contractor shall provide a Task Order Management Plan (T/OMP) which shall
define a management system to plan and control the SETAC effort under each
specific T/O.  The T/OMP must


 


Page 6 of 49


 


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BAE SYSTEMS


 


delineate how the contractor plans to accomplish the effort supporting
the specific T/O, to include a breakout of DPPHs, travel, required material, a
milestone schedule, and a schedule for the planned expenditure of funds.


 


2.1.8                        The
contractor shall prepare and deliver to the government the technical data in
accordance with the requirements and schedules set forth in the SDRL DD Form
1423.  It is not the intent of the
government to have new data formats prepared where existing ones may suffice.
Thus, contractor-internal procedures, which are acceptable to the Contracting
Officer as equivalent to the requirements of data item(s), DD Form 1664, may be
used for submittal to the government.


 


2.1.9                        The
contractor shall host and conduct status meetings at his facility. These
meetings, as scheduled by specific T/O, shall be structured to provide the
government with an up-to-date status of the contractor’s technical and
programmatic progress. Following each such meeting, the contractor shall
prepare a report for Government approval, as required.


 


2.1.10                  The
contractor shall maintain all Contractor Acquired Property (CAP) and Government
Furnished Property/Equipment (GFP/GFE) in an operational state.


 


3.0         CONTRACTOR
REQUIREMENTS


 


3.1.1                        The
SETAC contractor shall provide the capability to perform a wide variety of
tasks (to be defined in detail in the individual T/Os issued during the period
of performance) related to the tasks as defined in 2.1.1 above. The contractor
must be capable of providing flexible, responsive, and high quality systems
engineering and technical support relating to the missions of the USASMDC,
PEG-AMD, GMDJPO, and other associated air, space, and missile defense
organizations, as described in 1.1.1, above. 
The contractor’s technical effort shall be under the direction of a
Program Manager (PM).  The PM shall
provide the overall management of program, personnel, planning, quality
control, direction, coordination, and reviews necessary to assure effective
contract performance.


 


3.1.2                        The
contractor shall ensure that adequate technical capability is available to
provide responses to specific tasks based on a 40-hour work week. It is the
contractor’s responsibility to provide and maintain a state-of-the-art trained
workforce capable of providing the services specified in the T/Os as issued
under this contract. All related training, continuing education, certification
courses, and other similar events are the financial responsibility of the
contractor.  Task priorities,
short-notice suspenses, operational constraints, and other potential “impacts”
shall be managed so as to maintain schedule requirements on all T/Os.


 


3.1.3                        The
contractor shall perform temporary duty (TDY) non-local travel, as required in
the performance of this SOW, as directed by individual T/Os. The TDY locations
include, but are not limited to, Washington, DC, White Sands, NM, Kwajalein
Missile Range, Wake Island, Kodiak, AK, Colorado Springs, CO, Los Angeles, CA,
and various OCONUS locations, to include Honolulu, HI, Europe, and the Far
East. The T/Os will specify authorized travel locations and the NTE ceiling for
the given effort. Travel to locations other than those specified in the T/O
requires the prior written approval of the applicable T/OM.


 


3.1.4                        Reserved.


 


4.0         SECURITY


 


4.1.1                        Certain
contractor personnel must possess TOP SECRET/Sensitive Compartmented
Information (SCI) CLEARANCE access and/or be eligible for immediate
adjudication by the cognizant security authority upon award of the contract.
Future requirements for SCI-eligible personnel shall be established by
individual T/Os. The T/OMs shall apprise the contractor of any increased
security requirements. The


 


Page 7 of 49


 


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BAE SYSTEMS


 


contractor shall submit adequate clearance packages within ten
(10) calendar days of identification of any increased security requirements.


 


4.1.2                        Some
T/Os issued under this contract may require access to, and clearance for,
Special Access Programs (SAPs) up to and including the TOP SECRET/SCI level.
The T/Os requiring such access will be awarded or modified accordingly with a
revised DD254 allowing appropriate access and outlining the specific security
requirements.


 


4.1.3                        As
identified in individual T/Os, the Government shall provide a limited,
temporary work area for two to three contractor personnel on an “as needed”
basis at Government Sensitive Compartmented Information Facilities
(SCIFs).  Storage space, electronic SCI
message support, and SCI billet indoctrination support shall be provided by the
government.


 


4.1.4                        The
SETAC will require access to Sensitive Compartmented Information (SCI) data in
order to perform analysis and assess the adequacy of the work performed by
other contractors. This data and other related information will be used to
check the adequacy of sources to provide the T/OM with an accurate assessment
of the threat to the system and assist in the planning and the conduct of
analyses, simulations, assessments, system tests, and other related tasks.  The SCI-cleared contractors will be required
in conjunction with their SCI contract monitor, to interface with key USASMDC,
PEO-AMD, GMDJPO, and other government personnel, and enter into SCI discussions
to assist in assessment and decisions on the programs.


 


4.1.4                        The
contractor shall perform in accordance with the National Industrial Security
Program Operating Manual (NISPOM) (DoD 5220.22M) and ensure that all classified
material is handled in accordance with the latest appropriate security
classification specifications.


 


5.0            MEETINGS/BRIEFINGS/PUBLICATIONS


 


5.1.1                        The
contractor shall participate in Technical Interchange Meetings (TTMs), to be
scheduled upon request of the T/OM, to discuss and to informally evaluate the
SETAC contractor’s efforts and accomplishments in direct relation to specific
T/Os. During these meetings, the contractor shall present necessary data to
enable a joint review of its various assigned tasks, along with attendant
schedules, and resource expenditures. 
The contractor shall present and participate in technical discussions
and shall inform, in a timely fashion, the T/OM of any problems with contract
execution and any proposed solutions. 
During these TIMs, the T/OM may also informally evaluate the on-going
SETAC performance.


 


5.1.2                        The
contractor shall attend and participate in Program Management Reviews (PMRs),
Integrated Process Teams (IPTs), and other meetings, as scheduled by the T/OM.


 


5.1.3                        The
contractor shall provide technical orientation briefings, as directed. 


 


6.0         DELIVERABLES


 


6.1.1                        Documentation
developed under this contract shall be delivered as specified in individual
T/Os, Individual T/Os will indicate the media type, as well as the quantity of
copies of the work products required for delivery: The contractor shall be
proficient in the use of the current Government/command-standard software and shall
possess the capability to deliver the automated data in the command-standard
software format.  Delivery will typically
be required only in electronic media form; all such deliveries shall be virus
free.


 


6.1.2                        All
deliverables, either stated in a given T/O or required as a standard item
pursuant to this contract, will be strictly in accordance with the DD Form
1423, Subcontract Data Requirements List (SDRLs).


 


Page 8 of 49


 


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BAE SYSTEMS


 


6.1.3                        Any
commercial computer hardware, software and/or systems delivered under this
contract shall successfully operate in the twenty-first century with the
correct system date and without human intervention, including leap year calculations.
Furthermore, they must produce fault-free performance in processing of date and
date-related data (including, but not limited to, calculating, comparing, and
sequencing).


 


6.1.4                        As
directed by the T/OM, software developed incidental to the performance of this
contract shall be delivered to the Government as both source and executable
code and shall be considered a “Special Work” pursuant to DFARs 252.227-7020,
Rights in Special Works. (A004)


 


Page 9 of 49


 


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BAE SYSTEMS


 


SECTION
D - PACKAGING AND MARKING


 


D-l                               PACKAGING
AND MARKING


 


The
subcontractor shall comply with all specifications and shipping regulations as
deemed necessary to achieve full protection and safe delivery of any and all
goods, materials, and support data required under the resultant subcontract.


 


 


SECTION
E - INSPECTION AND ACCEPTANCE


 


NOTICE: The
following provisions and/or subcontract clauses pertinent to this section are
hereby incorporated by reference.


 


	
   

  	
   

  	
  Cite

  	
   

  	
  Title

  	
   

  	
  Date

  
	
  E-l

  	
   

  	
  52.246-4

  	
   

  	
  Inspection
  Of Services - Fixed-Price

  	
   

  	
  AUG
  1996

  
	
  E-2

  	
   

  	
  52.246-5

  	
   

  	
  Inspection
  Of Services - Cost-Reimbursement

  	
   

  	
  APR
  1984

  



 


E-3                              ACCEPTANCE


 


Acceptance by BAE SYSTEMS of all items
delivered hereunder shall be at destination.


 


Page 10 of 49


 


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BAE SYSTEMS


 


SECTION
F - DELIVERIES OR PERFORMANCE


 


NOTICE: The following provisions and/or subcontract clauses pertinent
to this section are hereby incorporated by reference.


 


	
   

  	
   

  	
  Cite

  	
   

  	
  Title

  	
   

  	
  Date

  
	
  F-l

  	
   

  	
  52.242-15

  	
   

  	
  Stop Work Order

  	
   

  	
  AUG 1989

  
	
  F-2

  	
   

  	
  52.247-34

  	
   

  	
  F.O.B. Destination

  	
   

  	
  NOV 1991

  
	
  F-3

  	
   

  	
  52.247-55

  	
   

  	
  F.O.B. Point For Delivery Of Government-Furnished
  Property

  	
   

  	
  APR 1984

  



 


F-4                       PERIOD OF
PERFORMANCE


 


a.               Labor
and Consultants:  The subcontractor shall
provide all DPPHs, as ordered, data, and reports required by all Task Orders
(T/O) within Sixty (60) months after 24 April 200   .


 


b.              Task
Orders (T/Os):  Each T/O issued pursuant
to clause H-14, “Task Order Procedure”, will specify the period of performance
applicable thereto. However, in no event shall the period of performance of any
T/O extend beyond the period of performance of the subcontract.


 


c.               Cost
Reimbursable SLINs for Materials and Travel: 
The subcontractor shall complete all travel and provide all material
items, as directed, within the applicable period of performance stated to a.
and b. above.


 


F-5                              DELIVERY
OF DATA


 


a.               All
data shall be delivered IAW FAR 52.247-34, F.O.B. Destination, as specified in
Block 14 of DD Form 1423. The subcontractor shall furnish the BAE SYSTEMS
Subcontracts Administrator one (1) copy of a Quarterly listing (unless
otherwise specified in T/O) of all transmittal letters submitting required data
to the offices shown in Block 14 of DD Form 1423, including requirements
delivered to the various task order monitors under the task orders issued under
this subcontract.


 


b.              The
extent of the Government’s rights in data delivered under the subcontract shall
be governed by the subcontract clauses incorporated in Section I of this
subcontract.


 


c.               Acceptance
by BAE SYSTEMS of all items delivered hereunder shall be at destination.


 


d.              Electronic
media, including email, shall be utilized to the maximum extent practical. The
software and report formats utilized shall be in accordance with the
then-current Command standard.


 


Page
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BAE SYSTEMS


 


SECTION
G - SUBCONTRACT ADMINISTRATION DATA


 


G-l                               SUBCONTRACTOR
PAYMENT ADDRESS


 


The subcontractor shall indicate below the address to which payment
should be mailed, if such address is different from that shown in cover page:


 


	
   

  	
   

  
	
  Name
  of Company

  
	
   

  
	
   

  	
   

  
	
  Billing
  Point of Contact or Department

  
	
   

  
	
   

  	
   

  
	
  Street
  Address

  
	
   

  
	
   

  	
   

  
	
  City,
  State, Zip Code

  
			



 


Complete the following information for payment by Electronic Funds
Transfer (EFT):


 


	
   

  	
   

  
	
  Name
  of Bank/Financial Institution 

  
	
   

  
	
   

  	
   

  
	
  Bank
  Routing Number (nine digit number) 

  
	
   

  
	
   

  	
   

  
	
  Bank
  Account Number

  
	
   

  
	
   

  	
   

  
	
  ACH
  Code (Checking 22, Savings 32)

  



 


G-2                            SUBMISSION
OF INVOICES


 


a.               Invoices
shall be submitted with one (1) original electronic or hard copy, together with
any necessary supporting documentation, to the following address and subject to
the terms of “Net 10 upon Receipt of Government Payment”:


 


BAE SYSTEMS Analytical Solutions, Inc.

1525
Perimeter Parkway, Suite 500
Huntsville,
AL 35806
ATTN:
Procurement Specialist
Invoice.Huntsville@baesystems.com


 


b.              The
subcontractor shall identify on each invoice
header information including: (1) the invoice number and date; (2) the
BAE SYSTEMS Subcontract Number; (3) the Task Order number and Subtask
number (if applicable); (4) the T/O period of performance; and (5) the billing
period.


 


c.               Invoices
shall be prepared in such a manner that only one Task Order (T/O) (or sub-task
or BAE SYSTEMS charge number as specified in each T/O) is addressed on each
page.  Both “current” and


 


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BAE SYSTEMS


 


“cumulative” data for labor category title, labor rates, hours and
amounts will be provided on each T/O invoice.


 


d.              With
regards to costs reimbursable SLINS, the subcontractor shall separately identify
the costs associated for material and travel on both a current period and
cumulative basis.


 


e.               The
subcontractor must submit T/O invoices once per month.  (See paragraphs h. and i. below for
exceptions).


 


f.                 Except
for indirect rate adjustments and prior periods’ (or year) adjustments,
invoices must be submitted within forty-five (45) days after month-end for
which the cost are recorded.


 


g.              The
subcontractor shall substantiate invoices by evidence of actual payment and by
individual daily job timecards, or other substantiation acceptable to BAE SYSTEMS.  Such substantiation data shall be maintained
and readily available for Government audit purposes, but need not be included
with the invoice submitted to BAE SYSTEMS. 
Subcontractor shall maintain a MIS system that should be adequate for
purposes of validating payment. 
Documentation shall be maintained in accordance with Subcontractor’s
standard practices, subject to DCAA approval.


 


h.              BAE
SYSTEMS
strongly encourages subcontractors to utilize our “WInS” web-based invoicing
system, which can be found at https://bizport.mevatec.com/wins/wins.aspx. If
the Subcontractor elects to utilize this invoicing system, BAE SYSTEMS will:


 


(1)                    waive all SDRL
financial reporting unless specified otherwise in a task order and if invoice
is submitted within 30 days after month-end for which the cost are recorded;


(2)                    allow
bi-weekly billing; and


(3)                    treat
web-based invoices as priority processing enabling your invoices to be
incorporated into our accounting system more quickly for our invoicing to the
government.


 


The WInS is currently in beta-testing. However, BAE
SYSTEMS believes this user-friendly, intuitive invoice system will streamline
invoice processing and payments. Any questions regarding the system should be
addressed to the designated Subcontracts Administrator.


 


i.                  For
T/Os which have Cost Reimbursable provisions only, the Subcontractor shall
submit a Completion Invoice (so marked as “Completion Invoice”), promptly upon
completion of the work, but no later than six months from the completion date.  The final invoice shall become due within
three months from the time Subcontractor has negotiated with DCAA or its ACO of
its final audited or quick close-out indirect rates. Upon concurrence by BAE
SYSTEMS and/or approval by DCAA, and the subcontractor’s compliance with all
terms of this subcontract, BAE SYSTEMS shall pay any balance of allowable costs
not previously paid, subject to available Subcontract T/O remaining funding.


 


j.                  The
subcontractor, and each assignee under an assignment entered into under this
subcontract and in effect at the time of final payment on a specific T/O issued
under this subcontract, shall execute and deliver, at the time of, and as a
condition precedent to, any final T/O payment under this subcontract, a release
discharging BAE SYSTEMS, its officers, agents, and employees, of and from all
liabilities, obligations, and claims arising out of, or under, the specific
task order, consistent with the FAR-required release that BAE SYSTEMS must
provide to the Government. See Section G-7 and Attachment 4.


 


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G-3                            SUBCONTRACT
ADMINISTRATION


 


Administration of this subcontract will be performed by the BAE SYSTEMS
Subcontracts Administrator, Subcontracts & Procurement Manager, or Vice
President - Contracts.


 


No changes, deviations, or waivers in scope, prices/funding, periods of
performance, schedule, deliverables or terms of the subcontract or its Task
Orders shall be binding and effective without a modification of the subcontract
executed by the BAE SYSTEMS Subcontracts Administrator or his/her duly
authorized representative authorizing such changes, deviations, or waivers.
(Any changes, deviations, or waivers made by Program Managers or Task Leaders
shall NOT be binding.)


 


G-4                            SUBCONTRACTING
ACTIVITY REPRESENTATIVE


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  Telephone No.

  	
   

  	
  Email Address

  
	
  Toni
  Johnson

  	
   

  	
  Subcontracts
  & Procurement Manager

  	
   

  	
  (256)
  890-8122

  	
   

  	
  toni.johnson@baesystems.com

  
	
  Leigh
  Spano

  	
   

  	
  Subcontracts
  Administrator

  	
   

  	
  (256)
  890-8048

  	
   

  	
  leigh.spano@baesystems.com

  
	
  Victor
  Balch

  	
   

  	
  Vice
  President - Contracts

  	
   

  	
  (256)
  890-8097

  	
   

  	
  victor.balch@baesystems.com

  



 


BAE SYSTEMS Analytical
Solutions, Inc.


1525 Perimeter Parkway,
Suite 500


Huntsville, AL 35806


 


The fax number for the
above is (256) 890-8030.


 


G-5                            IDENTIFICATION
OF CORRESPONDENCE


 


All
correspondence and data submitted by the subcontractor under this subcontract
shall reference the subcontract number.


 


G-6                            INCREMENTAL FUNDING


 


This
subcontract will be incrementally funded separately per each Task Order and/or
BAE SYSTEMS charge number following the prime contract task funding
requirements in accordance with the clause FAR 52.232-22. The “Limitation of
Funds” clause is applicable at the SLIN level under each Task Order or as specified
in each Task Order.


 


G-7                            CLOSE-OUT CERTIFICATION


 


The
subcontractor agrees that it will promptly submit to BAE SYSTEMS all agreement
“close-out” certifications (Attachment 4) as is required under FAR 52.2l6-7(h)
and this agreement. The subcontractor will certify as to this closeout
documentation at both the agreement and task order level.


 


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BAE SYSTEMS


 


SECTION
H  - SPECIAL
SUBCONTRACT REQUIREMENTS


 


H-l                               RESERVED


 


H-2                            COMMERICAL
COMPUTER SOFTWARE LICENSES


 


All software licenses planned to be
charged to the subcontract require approval of the Contracting Officer, via
request to the BAE SYSTEMS Subcontracts representative. Unless otherwise
approved by the Contracting Officer through BAE SYSTEMS, commercial computer
software licenses charged to the subcontract shall be obtained in the name of
the U.S. Government and a copy of the negotiated license shall be furnished to
the Contracting Officer through BAE SYSTEMS. Per DFARS 227.7202, the terms of
the licenses shall not be inconsistent with Federal procurement law and must
satisfy user needs. This includes the subcontractor’s needs for the software to
perform this subcontract and the Government’s needs for the software to
accomplish the Government’s ultimate objectives. At a minimum, this shall
include the rights to make an archive copy of the software, to re-host software
on a different computer, and to permit use by support contractors.


 


H-3                            SPECIAL
WAR CLAUSE


 


H-3.1                  CONTINGENCY/WAR CLAUSE


 


a.              The
requirements of this subcontract have been identified by the U.S. Government as
being essential to the mission and operational readiness of the U.S. Army and
Allied Forces operating around the world; therefore, the subcontractor may be
required to perform this subcontract during crises situations including war or
a state of emergency subject to the requirements and provisions listed below
(this clause only applicable IF authorized in the specific task order document itself).


 


b.             If so
directed by the Subcontracts Administrator, the Subcontractor shall continue to
perform all Systems Engineering and Technical Assistance requirements of this
subcontract to the best of its ability during crises situations including any state
of war, whether declared or undeclared, any state of emergency, commencement of
hostilities, internal strife, rioting, civil disturbance, or activities of any
type which would endanger the welfare and security of U.S., and allied forces
around the world.


 


c.              Crises
situations shall be determined by the overseas theater Commander-in-Chief or
when defense readiness condition (DEFCON) three (3) declared for the area.


 


d.             Such
continued performance hereunder may require an equitable adjustment; therefore,
the Subcontractor shall segregate and separately identify all costs incurred
for performance during crises situations. 
The Subcontractor shall notify PCO of any increase or decrease in costs
within ninety (90) days after continued performance during crises situation has
been directed by the PCO.  As soon as
practical after receipt of the Subcontractor’s proposal, the parties shall
negotiate a price adjustment in the subcontract price. Failure to agree on any
adjustment shall be handled as a dispute under the “Disputes” clause.


 


e.              In
connection with the contingency/war situation, subcontractor personnel will be
integrated into any Government contingency plans and afforded the same rights,
privileges, protection and priority as U.S. Government personnel.  The government will provide security,
housing, and messing facilities for subcontractor personnel and dependents,
should conditions warrant.


 


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f.                Further,
in this situation, the following privileges will be granted to subcontractor
personnel, if available, unless they conflict with any agreement (i.e. status
of forces agreements) reached between other foreign countries and the United
States:


 


(1.)       Military
of State Department sponsorship/protection of personnel.


 


(2.)       Theater
clearance and entry visas.


 


(3.)       Contractor
Logistical Support Privileges (Base Support):


 


(a)          Same as army officers (i.e.
supplies, quarters, transportation, etc.)


 


(b)         Access to mess.


 


(c)          Access of commissary (including
rational items).


 


(d)         AAFES facilities (military
exchange) (includes rationed items).


 


H-3.2                     CONTINUANCE
OF PERFORMANCE DURING ANY STATE OF EMERGENCY IN THE REPUBLIC OF KOREA (ROK):


 


This clause applies to any task order requiring performance in whole or
in part to be conducted in the Republic of Korea. Prior to traveling to the
Republic of Korea, the subcontractor shall obtain written approval from the
SETAC Contracting Officer through BAE SYSTEMS.


 


The Government may direct the subcontractor to perform in support of a
war, contingency, or exercise, as provided by law or defined by the applicable
Service Component Command. Additionally, the Subcontractor shall be responsible
for performing all functions of this subcontract during any declaration by the
U.S. or Korea, of a state of emergency, or during internal strife, rioting,
civil disturbances, or perils of any other type until released by the
Contracting Officer. Subcontractor personnel under this subcontract are
considered emergency essential civilians (EEC) unless designated otherwise by
the Contracting Officer through BAE SYSTEMS.


 


For all EEC personnel, the subcontractor shall identify those employees
having a U.S. military mobilization recall commitment. The subcontractor shall
submit to the Contracting Officer through BAE SYSTEMS adequate plans for
replacing those employees IAW 000 Directives 1200.7 and 1352.1. The
subcontractor is responsible for identifying those Korean Citizen employees
having a mobilization or military recall commitment. The subcontractor shall
submit to the Contracting Officer through BAE SYSTEMS either Republic of Korea
approved exemptions for the identified employees or adequate plans for
continuing performance or the contract in the U.S. and/or ROK employees’
absence.


 


During time of war, contingency, exercise or crisis, subcontractor
personnel will remain attached to the headquarters, USFK for management
purposes in theater. USFKIFKAQ is the responsible office for all Invited Contractors
covered by the U.S.- RO.K. Status of Forces Agreement.  The subcontractor shall ensure that all
subcontractor employees will comply with all guidance, instructions, and
general orders applicable to U.S. Armed Forces and 000 civilians and issued by the
Theater Commander or his/her representative. This will include any and all
guidance and instructions issued based upon the need to ensure mission
accomplishment, force protection and safety.


 


The subcontractor shall comply, and shall ensure that all deployed
employees and agents comply, with pertinent Department of Army and Department
of Defense directives.  Policies, and
procedures, as well as federal statues, judicial interpretations and
international agreements (e.g., Status of Forces Agreements,


 


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Host Nation Support Agreements, etc.) applicable to U.S. Armed Forces
or U.S. citizens in the area of operations. The Contracting Officer will resolve
disputes.


 


The subcontractor shall be responsible for providing employees who meet
the physical standards and medical requirements for job performance in the
designated theater of operations.


 


The contracting officer direct the subcontractor, at the
subcontractor’s expense, to remove or replace any subcontractor employee
failing to adhere to instructions and general orders issued by the Theater
Commander or his/her designated representative. 
The subcontractor will replace employees within 72 hours, or as directed
by the contracting officer, at subcontractor expense, if the employee is to be
removed or departs an area of operations without permission.


 


Before deployment, the subcontractor shall ensure that each
subcontractor employee completes a DO Form 93 (Record of Emergency Data Card),
and returns the completed form to the contracting officer’s representative or
designated government official.


 


The subcontractor shall report its employees entering and leaving the
area of operations IAW theater policies (U.S. Invited Contractors sec USFK Reg
700-19) or as directed by the Contracting Officer or his/her designated
representative. Additionally, the subcontractor shall report its employees in
the area of operations by name and by location as required by theater policies.


 


The subcontractor will brief its employees regarding the potential
danger, stress, physical hardships and field living conditions.. The
subcontractor will require all its employees to acknowledge in writing that
they understand the danger, stress, physical hardships and field living
conditions that are possible if the employee deploys in support of military
operations.


 


This clause does not define the obligations of the Government to
provide logistic support to the subcontractor personnel. Government logistic
support to subcontractor personnel is not contained within the scope of this
subcontract unless otherwise noted. Government obligations to subcontractors
during in 000 I 3020.37 (Continuation of Essential 000 Contractor
Services during Crisis); U.S. Forces Korea Regulations. SOFA provisions. Agency
Supplements and Regulations.


 


The Contracting Officer will discern any additional GFE. GFP or
supplies necessary to facilitate the performance of the enhanced requirement or
necessary for the protection of contractor personnel. These items will be
furnished to the Subcontractor at the sole discretion of the Contracting
Officer.


 


 


H-3.3                    DEPLOYMENT
OUTSIDE THE CONTINENTAL UNITED STATES (OCONUS):


 


The government may direct the subcontractor to perform in support of a
contingency operation or exercise outside the continental United States
(OCONUS), as provided by law or defined by the applicable Army Service
Component Command. Services may be performed in the identified area of
operations, also known as theater of operations, or in support of the OCONUS
contingency operation or exercise. In the event subcontractor employees are
deployed into the OCONUS area of operations in support of a contingency
operation or exercise, the following items and conditions will apply:


 


1.                         Accounting
for Personnel:


 


a.               Subcontractor
personnel shall not be deployed to an OCONUS area without prior notification to
and approval of the Contracting Officer through BAE SYSTEMS. The subcontractor
shall report to the Contracting Officer through BAE SYSTEMS its employees
entering and leaving the area of operations


 


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BAE SYSTEMS


 


and shall report its employees in the area of operations by name and by
location. This notification is in addition to the CIVTRACKS requirement
described in the following paragraphs.


 


b.              The
subcontractor shall utilize the Civilian Tracking System (CIVTRACKS) database
for maintaining accountability of contractor employees deployed OCONUS in an
operational theater. The database can be accessed at https://cpolrhp.belvoir.army.mil/civtracks. The input form is
designed to capture certain critical data on each deployed DA civilian and
contractor employee. All blocks on the form must have the appropriate requested
entry before it can be submitted. Data to be captured on all deployed
Department of the Army subcontractor employees includes:


 


(1)          Name


(2)          SSAN


(3)          Type
of civilian (contractor)


(4)          Operation and system
supported


(5)          Agency/Company 24/7
point of contact with telephone number, cognizant contracting office with
telephone number, location, and date entering and leaving the location.


 


c.               After
the initial data input, the deployed employee has ultimate responsibility for
ensuring data is kept up to date. Data must be updated each and every time
there is a change in duty location while deployed, to include the initial move
from home station.


 


d.              To
protect the integrity of data captured in CIVTRACKS, individuals inputting data
will not be able to immediately retrieve data from the system. Once data is
submitted, it is protected by a firewall, and only authorized personnel with
the appropriate user ID and password will be able to extract data from the
system in the form of reports.


 


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2.                         Management.


 


a.               During
a crisis situation or deployment, DA civilians are under the command and
control of the on-site supervisory chain. Within the area of operations, this
chain is headed by the Theater Commander, who is the senior military commander
and responsible for completion of the mission and the safety of all deployed
military. DA civilians, and contractor employees. However, for subcontractor
employees, indirect command and control is tied to the terms and conditions of
the contract and is achieved through contract modifications and assimilation of
Theater Commander directive/orders. Therefore, contractual language takes
precedence over the subcontractor’s internal organizational/corporate policies.
The Contracting Officer is the only Government official with authority to
modify the requirements or terms and conditions of the contract through BAE
SYSTEMS.


 


b.              The
subcontractor shall ensure that all subcontractor employees comply with all
applicable guidance, instructions, and general orders issued by the Theater
Commander or his/her representative. This will include any and all guidance and
instructions issued based upon the need to ensure mission accomplishment, force
protection, and safety. Should there he a conflict with contractual provisions,
the Procuring Contracting Officer will be immediately notified to resolve any
conflict.


 


c.               The
subcontractor shall comply and shall ensure that all deployed subcontractor
employees comply with pertinent Department of the Army and Department of
Defense directives, policies, and procedures. Federal statutes, judicial
interpretations and international agreements (e.g., Status of Forces
Agreements. Host Nation Support Agreements, etc.) applicable to U.S. Armed
Forces and or U.S. citizens in the area of operations. The Contracting Officer
will resolve disputes.


 


d.              The
subcontractor shall at all times be responsible for the professional conduct of
its employees and for the employees of its subcontractors.


 


e.               The
subcontractor shall promptly resolve, to the satisfaction of the Contracting
Officer, all subcontractor employee performance and conduct problems identified
by the cognizant Contracting Officer or his/her designated representative.


 


f.                 The
Contracting Officer may direct the subcontractor., at. the subcontractor’s
expense, to remove or replace any subcontractor employee failing to adhere to
instructions and general orders issued by the Theater Commander or his/her
designated representative.


 


3.                         Risk
Assessment and Mitigation.


 


a.               The
subcontractor will brief its employees regarding the potential danger, stress,
physical hardships and field living conditions.


 


b.              The
subcontractor will require all its employees to acknowledge in writing that
they understand the danger, stress, physical hardships and field living
conditions that are possible if the employee deploys in support of military
operations.


 


c.               The
subcontractor will ensure that all deployable employees are medically and
physically fit to endure the rigors of deployment in support of a military
operation.


 


d.              If a
subcontractor employee departs an area of operations without permission, the
subcontractor will ensure continued performance in accordance with the terms
and conditions of the


 


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subcontract.  If the
subcontractor replaces an employee who departs without permission, the
replacement must be complete within 72 hours, unless otherwise directed by the
Contracting Officer through BAE SYSTEMS.


 


e.               The
subcontractor will designate and provide contact information for a point of
contact and back up for all its plans and operations, and, if necessary,
establish an operations center to plan and control the subcontractor deployment
process and resolve operations issues with the deployed force.


 


f.                 As
required by the operational situation, the government may, at its discretion,
relocate subcontractor personnel (who are citizens of the United States, aliens
in residence in the United States or third country nationals, not resident in
the host nation) to a safe-area or evacuate them from the area of operations. The
State Department has responsibility for evacuation of non-essential personnel.


 


4.                         Funding.


 


a.               The
subcontractor will prepare plans for support of military operations as required
by subcontract or as directed by the Contracting Officer.


 


b.              The
subcontractor will provide a cost estimate through BAE SYSTEMS within 24 hours
of a tasking by the contracting officer (or other time period as determined by
the Contracting Officer).


 


5.                         Force
Protection.


 


While performing duties in accordance with the terms
and conditions of the subcontract, the Army Theater Commander will provide
force protection to subcontractor employees commensurate with that given to
Department of the Army civilians in the operations area unless otherwise stated
in the contract.


 


6.                         Legal
Assistance.


 


a.               While
subcontractor employees are processing for deployment at the CONUS Replacement
Center (CRC) or deployed in the theater of operations, the government shall
provide limited legal assistance in accordance with the following conditions:


 


b.              If
provided overseas, the legal assistance is in accordance with applicable
international or host nation agreements.


 


c.               The
legal assistance is limited and ministerial in nature, (e.g., witnessing
signatures on documents and providing notary services) legal counseling (to
include review and discussion of legal correspondence and documents), and legal
document preparation (limited to powers of attorney and advanced medical
directives), and help retaining non-DOD civilian attorneys.


 


7.                         Central
Processing and Departure Point.


 


a.               Subcontractor
employees deploying OCONUS must process through the CONUS Replacement Center
(CRC) at Ft. Benning. GA unless the subcontractor requests and receives a
waiver from the Contracting Officer through BAE SYSTEMS.  A request for waiver must contain the
subcontractor’s certification that he is capable of providing adequate training
and providing relevant information to his employees prior to deployment.
Information for scheduling appointments for processing through the CRC may be
obtained at http://www.benning.army.mil/CRC/.
Appointments


 


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BAE SYSTEMS


 


must be scheduled at least 21  days
prior to deployment.  The SMDC Deputy
Chief of Staff, Personnel can also provide assistance in making appointments at
the CRC.


 


b.              Subcontractors
shall assure that their employees conclude as much of the pre-deployment
processing and training requirements as possible at their home station prior to
arrival at the CRC. Sub-Contractor employees should bring an Individual
Readiness File, including two copies each of medical and dental examinations
(less than 12 months old), a 180-day supply of necessary medical prescriptions,
and a current eyeglass prescription. One copy will ship with the employee, and
the other will be retained on file at the CRC.


 


c.               For
any subcontractor employee determined by the government at the
deployment-processing site to be non-deployable for debilitating health
problems or failure to have a security clearance when one is required, the
subcontractor shall promptly remedy the problem. If the problem cannot be
remedied in time for deployment, a replacement having equivalent qualifications
and skills shall be provided in time for scheduled deployment.


 


d.              The
subcontractor shall ensure that all deploying employees receive all required
mission training and successfully complete the training.


 


8.                         Standard
Identification Cards.


 


a.               The
Common Access Card may be obtained through the Redstone Arsenal Military
Personnel Office, Building 3494. Prior to reporting to the Military
Personnel Office, each contractor employee must:


 


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(1)          Complete
DD Form 1172-2, Application For Department of Defense Common Access Card,
Defense Enrollment Eligibility Reporting (DEERS) Enrollment. The DD Form 1172-2
may be obtained at http://www.dmdc.osd.mil/smartcard
(Library/General Info section).


 


(2)          Set up an Army Knowledge Online
(AKO) account to establish a “us.army.mil” e-mail address (block 23 of the DD
Form 1172-2). The Army Portal for the AKO may be accessed at https://www.us.army.mil/portal/portal_home.jhtml.


 


(3)          Obtain on the DD Form 1172-2 the
signature of the Contracting Officer, the Contracting Officer’s Representative,
the Project Manager, or the Technical Monitor. The signature authority must
have on record at the Redstone Arsenal Military Personnel Office a properly
completed DD Form 577, Signature Card.


 


b.              Information
regarding any other identification requirements may be accessed through the
CONUS Replacement Center website at http://www.benning.army.mil/CRC.


 


c.               The
Contracting Officer or his designated representative shall coordinate for
issuance of required identification cards and tags for all subcontractor
employees not processing through a CONUS Replacement Center.


 


d.              The
subcontractor shall ensure that all deploying individuals have the required
identification tags and cards prior to deployment.


 


e.               Upon
redeployment, the subcontractor will ensure that all issued controlled
identification cards and tags are returned to the government.


 


f.                 Upon
arrival in the theater of operations, subcontractor personnel may be required
to obtain additional locally required identification cards. The government
representative who has cognizance for these subcontractor personnel in theater
will assist in the coordination of the issuance of these identification cards
to subcontractor personnel.


 


9.                         Medical.


 


a.               The
subcontractor shall be responsible for providing employees who meet the
physical standards and medical requirements for job performance in the
designated theater of operations. Information regarding medical information and
forms may be obtained at http://www.benning.army.mil/CRC.


 


b.              The
government may require medical screening at the CONUS Replacement Center for
Food and Drug Administration approved immunizations, which may include DNA
sampling.


 


c.               The
government, at its discretion and subject to availability, may provide to
subcontractor employees deployed in the theater of operations, on a cost
reimbursable basis, emergency medical and dental care commensurate with the
care provided to Department of defense civilians deployed in the theater of
operations.


 


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d.              Deploying civilian
subcontractor personnel shall take adequate precautionary measures to mitigate
the occurrence of medical emergencies related to their physical requirements
while in the theater of operations, taking into account possible difficulties
in obtaining appropriate medications and supplies. For example, deployed
individuals should consider additional eyeglasses, a 180-day supply of required
medications, pre-deployment dental work, etc.


 


10.                   Clothing
and Equipment Issue.


 


a.               Subcontractor
personnel accompanying the force are not authorized to wear military clothing,
except for specific items required for safety and security. If required, the
government, at its discretion, may provide to the subcontractor all required
military unique Organizational Clothing and Individual Equipment (OCIE) and
Chemical Protective Equipment (CPE) according to the theater to which they are
deploying. Personal clothing such as battle dress uniform, boots, etc., will
not be issued.  An individual’s status as
a subcontractor employee shall be conspicuously displayed on their clothing
unless prohibited for operational reasons.


 


b.              Subcontractor
employees not deploying through the CRC will receive their OCIE/CPE issue
through the supported unit. Subcontractor employees deploying into theater from
OCONUS locations will be issued OIE and CPE from the Central Issue Facility at
their OCONUS location.


 


c.               The
subcontractor shall assume responsibility and accountability for these items
and shall sign for all issued OCIE, acknowledging receipt and acceptance of
responsibility for the proper maintenance and accountability of issued
organizational clothing and individual equipment.


 


d.              The
subcontractor shall ensure that all OCIE are returned (at the point of issue)
to the government along with all pertinent documentation demonstrating the
return of issued OCIE to government control.


 


11.                   Weapons
and Training.


 


a.               Whether
subcontractor personnel will be permitted to carry a government furnished
weapon for self-defense purposes in the Area of Operations (AO) is at the
discretion of the Theater Commander. However, subcontractor personnel will not
possess personally owned firearms in the AO.


 


b.              The
Theater Commander may, at his discretion, issue weapons and ammunition for
self-defense to the subcontractor employees. Acceptance of weapons by
subcontractor employees is at the discretion of the subcontractor and the
subcontractor employees. If accepted the subcontractor will maintain a listing
of employees possessing a government firearm. When accepted, the subcontractor
employee is responsible for using the weapon in accordance with the rules of
engagement issued by the Theater Commander. The subcontractor employee is
legally liable for any use that is not in accordance with host nation law,
international law, and the rules of engagement. Only military issued ammunition
may be used in the weapons.


 


c.               Subcontractors
will screen employees, and subcontractors, to ensure that employees may be
issued a weapon in accordance with U.S. and applicable host nation Laws.
Evidence of screening will be presented to the Theater Commander.


 


d.              Prior
to issuing any weapons to subcontractor employees, the government will provide
the subcontractor employees with weapons familiarization training commensurate
to training provided to Department of Defense civilian employees. The
subcontractor shall not issue weapons to employees who have not had proper
training.


 


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e.               The subcontractor
shall ensure that its employees adhere to all guidance and orders issued by the
Theater Commander or his/her representative regarding possession, use, safety,
and accountability of weapons and ammunition, and shall comply with all related
DOD regulations.


 


f.                 Upon
redeployment or notification by the government, the subcontractor shall ensure
that all government issued weapons and ammunition are returned to government
control.


 


12.                   Vehicle
and Equipment Operation.


 


a.               The
subcontractor shall ensure that deployed employees possess the required
civilian licenses to operate the equipment necessary to perform the contract in
the theater of operations in accordance with the statement of work.


 


b.              Before
operating any military owned or leased equipment the subcontractor employee
shall provide proof of license (issued by an appropriate governmental
authority) to the unit or agency issuing the equipment


 


c.               The
government, at its discretion may train and license subcontractor employees to
operate military owned or leased equipment.


 


d.              All
subcontractor owned motor vehicles shall meet required vehicle requirements
within the Area of Responsibility and be maintained in a safe operating
condition and good appearance. All subcontractor owned motor vehicles used for
transporting Government property shall be properly equipped and designed to
ensure protection of the property and may, at the Theater Commander’s
direction, be required to conspicuously display the subcontractor’s logo and/or
name on both sides of the vehicle.


 


13.                   Passports,
Visas and Customs.


 


a.               The
subcontractor employee is responsible for obtaining all passports, visas, or
other documents necessary fur subcontractor employees to enter and/or exit any
area(s) identified by the Contracting Officer.


 


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b.              Depending
on the Status of Forces Agreement (SOFA) or other international agreements, all
subcontractor employees may be subject to the customs, processing procedures,
laws, agreements and duties of the country in which they are deploying to and
the procedures, laws, and duties of the United States upon re-entry.
Subcontractor shall verify and comply with all requirements.


 


c.               Subcontractors
are required to register all personnel with the appropriate U.S. Embassy or
Consulate.


 


14.                   Reception,
Staging, Onward Movement and Integration.


 


a.               Upon
arrival in the area of operations, subcontractor employees will receive
Reception, Staging, Onward movement and Integration, as directed by the
contracting officer, his/her designated representative, or the Theater
Commander.


 


b.              The
subcontractor should be prepared to move material and equipment using U.S.
government transportation and comply with applicable transportation
regulations, such as MILSTAMP for safety, packaging, and tic-down.


 


15.                   Living under
Field Conditions.


 


The government, at its discretion, may provide to subcontractor
employees deployed in the theater of operations the equivalent field living
conditions, subsistence, emergency medical and dental care, sanitary
facilities, mail delivery, laundry service, and other available support
afforded to government employees and military personnel in the theater of
operations, unless otherwise specified in the contract. Any conflicts will be
resolved by the Contracting Officer.


 


16.                   Morale,
Welfare, Recreation.


 


The government will, when approved by the installation or Theater
Commander and consistent with the authorization, terms and conditions specified
elsewhere in the subcontract, provide to subcontractor employees deployed in
the theater of operations; morale, welfare, and recreation services
commensurate with that provided to Department of Defense civilians and military
personnel deployed in the theater of operations. Some of these services may be
limited to U.S. personnel only.


 


17.                   Status of
Forces Agreement and other Laws.


 


Notwithstanding any provisions to the contrary, the subcontractor shall
adhere to all relevant provisions of the applicable Status of Forces Agreements
(SOFA) and other similarly related agreements, and all applicable laws.


 


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18.                   OCONUS
REIMBURSEMENT.


 


a.               If the contracting
Officer directs the subcontractor to perform in OCONUS areas in support of
contingency operations/exercises under a specific task order, and the
subcontractor anticipates incurring additional costs for which reimbursement is
desired, the subcontractor shall submit a request for reimbursement to the
SETAC Contracting Officer through BAE SYSTEMS 30 days prior to deployment. Such
reimbursement may include additional compensation to subcontractor employees if
necessary to obtain or retain personnel to perform in hazardous OCONUS areas.
However, no such performance shall be undertaken or continued without the
express approval or direction of the Contracting Officer through BAE SYSTEMS.


 


b.              Reimbursement
requests may include hazardous duty salary premiums of up to 25%, depending on
the severity of the conditions in question.


 


c.               Increased travel,
lodging, food, security, and other costs associated with performance in OCONUS
areas are also elements which may be included in the request for reimbursement
under this clause, if applicable. Such additional costs will be dependent to
some extent on the level of government-furnished support services in the OCONUS
area in question.


 


d.              For purposes of
this clause, a hazardous OCONUS area shall be any OCONUS area which is listed
on the current travel warnings list at the Department of State website.


 


19.                   Tour of Duty/
Hours of Work.


 


a.               The
Contracting Officer through BAE SYSTEMS shall provide the subcontractor with
the anticipated duration of the deployment.


 


b.              The
subcontractor may rotate employees into and out of the OCONUS deployment area,
provided that no degradation in mission results and that personnel who have
been deployed less than 179 days shall only be rotated in emergency situations.
For purposes of this clause, the term “emergency” means medical or family
crisis situations where the employee in question could not reasonably be
expected to complete a minimum 179-day tour of duty in the deployment area. The
subcontractor will coordinate all personnel moves with the Contracting Officer
through BAE SYSTEMS. The Contracting Officer will make the final determination
as to whether an emergency situation exists under this clause.


 


c.               The
Contracting Officer through BAE SYSTEMS shall provide the subcontractor with
anticipated work schedule.


 


d.              The
subcontractor shall comply with all duty hours and tours of duty identified by
the Contracting Officer or his/her designated representative.


 


e.               The
Contracting Officer, or his/her designated representative, may modify the work
schedule to ensure the government’s ability to continue to execute its mission.


 


20.                   On-Call Duty or
Extended Hours.


 


a.               The
subcontractor shall be available to work extended hours to perform mission
essential tasks as directed by the Contracting Officer.


 


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b.              The
subcontractor shall be available to work “on-call” to perform mission essential
tasks as directed by the Contracting Officer.


 


c.               The
Contracting Officer, or his/her designated representative, will identify the
parameters of “on-call” duty.


 


d.              If
appropriate, the Contracting Officer may negotiate an equitable adjustment to
the contract through BAE SYSTEMS.


 


21.                   Workman’s
Compensation, Health and Life Insurance.


 


The subcontractor shall ensure that worker’s compensation insurance
under the Defense Base Act is consistent with FAR clauses 52.228-3 and
52.228-4.  The subcontractor shall ensure
that health and life insurance benefits provided to its deploying employees are
in effect in the theater of operations and allow traveling in military
vehicles.


 


22.                   Next of Kin
Notification.


 


Before deployment, the subcontractor shall ensure that each
subcontractor employee completes a DD Form 93, Record of Emergency Data Card. A
copy of this form will be maintained at the CRC, a copy will be forwarded to
the DA Casualty and Memorial Affairs Operations Center, and a copy will be hand
carried by the subcontractor employee to the theater of operations. If the CRC
is not utilized, copies of the form shall be furnished to the subcontractor.
The subcontractor is responsible for next of kin notification, but may be
accompanied by an Army representative if desired.


 


23.                   Return
Procedures.


 


a.               Upon
notification to the subcontractor of redeployment, the Contracting Officer will
authorize through BAE SYSTEMS subcontractor employee travel from the
theater of operations to the designated CONUS Replacement Center (CRC) or
individual redeployment site.


 


b.              The
subcontractor shall ensure that all government-issued clothing and equipment
provided to the subcontractor or the subcontractor’s employees are returned (at
the point of issuance) to government control upon completion of the deployment.


 


c.               The
subcontractor shall provide the Contracting Officer with documentation.
annotated by the receiving government official, of all clothing and equipment
returns.


 


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24.                   Special
Legal.


 


Public Law 106-523, Military Extraterritorial Jurisdiction Act of 2000:
Amended Title 18, US Code, established Federal Jurisdiction over certain
criminal offenses committed outside the United States by persons employed by or
accompanying the Armed Forces, or by members of the Armed Forces who are
released or separated from active duty prior to being identified and prosecuted
for the commission of such offenses, and for other purposes applies to
subcontractor employees deployed OCONUS.


 


25.                   Security
and Background Checks.


 


The subcontractor shall ensure all applicable security and backgrounds
are performed on all personnel (to include subcontractor personnel) in support
of this contract.


 


H-3.4                    INVITED
CONTRACTOR OR TECHNICAL REPRESENTATIVE STATUS UNDER U.S.-REPUBLIC OF KOREA
(ROK):


 


This clause applies to any task order requiring performance in whole or
in part to be conducted in the Republic of Korea. Prior to traveling to the
Republic of Korea, the subcontractor shall obtain written approval from the
SETAC Contracting Officer through BAE SYSTEMS.


 


Invited subcontractor and TR status shall be governed by the U.S.-ROK
Status of Forces Agreement (SOFA) as implemented by USFK Reg 700-19.


 


a.               Invited
subcontractor or TR status under the SOFA is subject to the written approval of
ACofS, Acquisition Management (FKAQ), Unit # 15237, APO AP 96205-5237.


 


b.              The
subcontracting
officer will coordinate with HQ USFK, ACofS, Acquisition Management (FKAQ), 1AW
FAR 25.8, and USFK Reg 700-19.  The
ACofS, Acquisition Management will determine the appropriate subcontractor
status under the SOFA and notify the contracting officer of that determination.


 


c.               Subject
to the above determination, the subcontractor, including its employees and
lawful dependents, may be accorded such privileges and exemptions under
conditions and limitations as specified in the SOFA and USFK Reg 700-19. These
privileges and exemptions may be furnished during the performance period of the
contract, subject to their availability and continued SOFA status. Logistic
support privileges are provided on an as-available basis to properly authorized
individuals.


 


d.              The
subcontractor warrants and shall ensure that collectively, and individually,
its officials and employees performing under this subcontract will not perform
any contract, service, or other business activity in the ROK, except under U.S.
Government contracts and that performance is 1AW the SOFA.


 


e.               The
subcontractor’s direct employment of any Korean-National labor for performance
of this subcontract shall be governed by ROK Labor Law and USFK Regulation(s)
pertaining to the direct employment and personnel administration of Korean
National personnel.


 


f.                 The
authorities of the ROK have the right to exercise jurisdiction over invited
subcontractors and technical representatives, including subcontractor
officials, employees and their dependents, for offenses committed in the ROK
and punishable by the laws of the ROK. In recognition of the role of such
persons in the defense of the ROK, they will be subject to the provisions of
Article XXII, SOFA, related Agreed


 


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Minutes and Understandings. In those cases in which the authorities of
the ROK decide not to exercise jurisdiction, they shall notify the U.S. military
authorities as soon as possible. Upon such notification, the military
authorities will have the right to exercise jurisdiction as is conferred by the
laws of the U.S.


 


g.              Invited
subcontractors and technical representatives agree to cooperate fully with the
USFK sponsoring agency and RO on all matters pertaining to logistic support. In
particular, subcontractors will provide the assigned sponsoring agency prompt
and accurate reports of changes in employee status as required by USFK Reg
700-19.


 


h.              Except
for subcontractor air crews flying Air Mobility Command missions, all U.S.
subcontractors performing work on USAF classified contracts will report to the
nearest Security Forces Information Security Section for the geographical area
where the subcontract is to be performed to receive information concerning
local security requirements.


 


i.                  Invited
subcontractor and technical representative status may be withdrawn by USFKIFKAQ
upon:


 


(1)          Completion or termination of the
subcontract.


 


(2)          Determination that the
subcontractor or its employees are engaged in business activities in the ROK
other than those pertaining to U.S. armed forces.


 


(3)          Determination that the
subcontractor or its employees are engaged in practices illegal in the ROK or
are violating USFK regulations.


 


j.                  It is
agreed that the withdrawal of invited subcontractor or technical representative
status, or the withdrawal of, or failure to provide any of the privileges
associated therewith by the U.S. and USFK, shall not constitute grounds for excusable
delay by the subcontractor in the performance of the subcontract and will not
justify or excuse the subcontractor defaulting in the performance of this
subcontract. Furthermore, it is agreed that withdrawal of SOFA Status for
reasons outlined in USFK Reg 700-19, paragraphs 2-6a through 2-6c above shall
not serve as a basis for the subcontractor filing any claims against the U.S.
or USFK. Under no circumstance shall the withdrawal of SOFA Status or
privileges be considered or construed as a breach of contract by the U.S. or
USFK.


 


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H-3.5                    CONTINUATION OF DOD CONTRACTOR
SERVICES AT GOVERNMENT FACILITIES WITHIN CONUS:


 


1.                                       Subcontractor
personnel who normally provide services at government facilities and who are
designated as emergency personnel by a DoD Component are expected to use all
means at their disposal to continue to provide such services, in accordance
with the terms and conditions of the contract, during periods of crisis
situations.


 


2.                                       To
ensure that emergency personnel services under the subcontract are performed
and/or delivered by the subcontractor during times of heightened security
and/or limited access to a government facility, the Task Order
Monitor/Technical Monitor and prime contractor/subcontractor in coordination
with the Contracting Officer may enter into an agreement that the hours/duties
specified in the subcontract/Task Order may be worked at varying times and locations
as long as such is consistent with the Government’s requirement and will have
no negative impact on the quality of the effort to be performed. The Task
Order/Technical Monitor shall immediately seek approval of the Contracting
Officer of any such agreement.


 


3.                                       The
Contracting Officer may take any of the following actions, depending on the
severity and length of the situation:


 


a.                                       In
accordance with FAR 52.242-15, the Contracting Officer may, at any time, issue
a written stop-work order to stop all or any part of the work called for under
the subcontract. If a stop work order is issued, the subcontractor is required
to take all reasonable steps to minimize the incurrence of costs allocable to
the stopped work.


 


b.                                      Direct
subcontractor personnel designated mission essential emergency personnel to
report to their duty station at government facilities as usual for continuing
work not subject to any stop work order.


 


c.                                       Direct
non-essential subcontractor personnel who normally work at government
facilities to report to their corporate office as their temporary duty station
for work not subject to any stop work order.


 


d.                                      Direct,
on a case-by-ease basis, non-essential subcontractor personnel who normally
work at government facilities to telecommute for performance of work not
subject to any stop work order.


 


4.                                       For
Task Orders performed under emergency situations within CONUS, the hours worked
shall be billed at the rates specified in the Task Order, regardless of where
performance takes place. This provision in no way relieves the subcontractor
from performance of the direct productive person hours (DPPHs) as stated in the
Task Order.


 


5.                                       When
required in emergency/crisis situations, the subcontractor shall report daily
to the Technical Monitor through BAE SYSTEMS the status and location of
all DoD subcontractor employees. The Technical Monitor shall relay such
information to the Contracting Officer.


 


6.                                       Nothing
in this provision shall be construed to change any element of the subcontract
or the terms and conditions therein.


 


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H-4                            ORGANIZATIONAL CONFLICT OF INTEREST CLAUSE


 


a.               It
is recognized by the parties hereto that the effort to be performed by the
subcontractor under this subcontract includes advisory and assistance services;
a myriad of systems engineering efforts; support in the preparation of
specifications and work statements; technical evaluation of other
subcontractors products and services; and access to other subcontractors’
proprietary information.  Consequently,
performance of this subcontract creates potential organizational conflicts of
interest such as are contemplated by Federal Acquisition Regulation (FAR)
9.505. It is the intention of the parties that the subcontractor will not
engage in any other contractual or other activities which could create an
organizational conflict of interest with its position under this subcontract;
which might impair its ability to render unbiased advice and recommendations;
or in which it may derive an unfair competitive advantage as a result of
knowledge, information, and experience gained during the performance of this
subcontract.  Therefore, the
subcontractor agrees that it will seek the prior written approval of both the
SETAC Contracting Officer and the Contracting Officer on the other acquisition
before participating in any U.S. Army Space and Missile Defense Command
(USASMDC), including U.S. Army Space Command (ARSPACE) and High Energy Laser
Systems Test Facility (HELSTF); USASMDC-Washington (USASMDC-W); Program
Executive Office-Air and Missile Defense (PEO-AMD); National Missile Defense
Joint Program Office (NMDJPO); or Missile Defense Agency (MDA) contract as a
contractor, subcontractor, or consultant to provide material, equipment or
services.  Prime contractors will be
subject to this restriction, except as a source for any competitive follow-on
acquisitions for the Systems Engineering and Technical Assistance Contract
(SETAC) or on a sole-source basis under other prime contracts with the
Government.  The SETAC Contracting
Officer will consider the requests for written approval on a case-by-case
basis. This provision shall have effect throughout the period of performance of
this subcontract, any extensions thereto by change order or supplemental
agreement, and for one (1) year thereafter. Participation in any acquisition
described above, without express written approval from the SETAC Contracting
Officer through BAE SYSTEMS may be grounds for termination of the subcontract.
The Government may disqualify the subcontractor for subsequent related
contractual efforts and pursue such other remedies as may be permitted by law
or this subcontract, upon determination that an OCI has occurred.


 


b.              The
effort to be performed under this subcontract includes providing systems
engineering and technical direction; input to preparation of specifications and
scopes of work; assistance to the Government or BAE SYSTEMS during technical
evaluations of other subcontractors’ offers and products; and access to third-party
proprietary information. Such activities create a significant potential for
certain conflicts of interest, as set forth in FAR 9.505-1, 9.505-2, 9.505-3,
and 9.505-4. It is the intention of the parties hereto to prevent both the
potential for bias in connection with the subcontractor’s performance of this
subcontract, as well as the creation of any unfair competitive advantage as a
result of knowledge gained through access to third-party proprietary information,


 


c.               Whenever
performance of this subcontract requires access to another contractor’s
proprietary information, the subcontractor shall (i) enter into a written
agreement with the other entities involved, as appropriate, in order to protect
such proprietary information from unauthorized use or disclosure for as long as
it remains proprietary; and (ii) refrain from using such proprietary
information other than as  agreed
to, for example to provide assistance during technical evaluation of other
subcontractors’ offers or products under this subcontract. An executed copy of
all Proprietary Information Agreements by individual personnel or on a
corporate basis shall be furnished to the Contracting Officer through BAE
SYSTEMS within ten (10) calendar days of execution.


 


d.              In
addition, the subcontractor shall inculcate upon its employees, through
appropriate means (such as formal training and promulgation of company policies
and procedures) the principles of FAR Subpart 9.5. Such inculcation shall
include, but not be limited to, training to ensure that employees refrain from
using or disclosing proprietary information except as provided by executed
agreement or as allowed by the


 


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subcontract. Further, the subcontractor shall obtain from each of its
employees, whose anticipated responsibility in connection with the work under
this subcontract may be reasonably expected to involve access to such proprietary
information, a written agreement, which, in substance, shall provide that such
employee will not, during its employment by the subcontractor, or thereafter,
improperly disclose such data or information.


 


e.               The
subcontractor shall hold the government and BAE SYSTEMS harmless and will
freely indemnify the government and BAE SYSTEMS as to any cost/loss resulting
from the unauthorized use or disclosure of any third-party proprietary
information by its employees, the employees of subcontractors, or by its
agents.


 


f.                 For
breach of any of the above restrictions or for nondisclosure or
misrepresentation of any relevant facts required to be disclosed concerning
this subcontract, BAE SYSTEMS reserves the right to terminate this
subcontract for default; the Government may disqualify the subcontractor for
subsequent related contractual efforts and pursue such other remedies as may be
available under law. If in compliance with this clause, the Subcontractor
discovers and promptly reports an organizational conflict of interest
subsequent to subcontract award, BAE SYSTEMS may choose to undertake
termination of this subcontract, when such termination is deemed to be in the
best interest of the government or BAE SYSTEMS.


 


g.              The
subcontractor will include the same provisions as are expressed in this clause,
including this paragraph, in all subcontracts awarded for performance of any
portion of this requirement. Subcontract restrictions may be limited, however,
to the technical area(s) addressed in the specific statement of work in the
subcontractors’ given task orders. The subcontractor shall not participate in
any USASMDC, including ARSPACE and HELSTF; USASMDC-W; PEO-AMD; NMDJPO; or MDA
contract in the applicable technical area(s) without written approval of the
SETAC Contracting Officer through BAE SYSTEMS. This restriction is applicable
throughout the  period of
performance of the subcontract, and any extensions thereof by change order or
supplemental agreement, and for one (1) year thereafter. When the provisions of
this clause are included in a subcontract, the term “contracting officer” shall
represent the head of the Contracts Office of the prime contract. Any
deviations or less restrictive coverage deemed necessary or required by the
prime contractor for a particular subcontract must first be submitted to the
Government Contracting Officer through BAE SYSTEMS for approval.
Subcontractors, on a case-by-case basis, may make a request through the prime
contractor for a revision to the SETAC OCI clause restrictions outlined above.


 


h.              The
subcontractor and any of its SETAC subcontractors agree to follow the
requirements of the OCI Mitigation Plan incorporated in Section J of this
subcontract.


 


H-5                            LABOR
CATEGORY DEFINITIONS


 


The applicable government labor categories are shown at Attachment 7 to
this subcontract.


 


H-6                            MANAGEMENT
PLANNING AND CONTROL


 


a.               The
subcontractor shall establish, maintain, and use in the performance of this
subcontract a management control system (MCS) capable of accepting multiple
packages of funds (BAE SYSTEMS charge numbers), planning, scheduling,
and collecting costs for multiple packages of unique work; providing status;
and vouchering BAE SYSTEMS in accordance with specified
requirements.


 


b.              The
subcontractor will utilize their MCS to establish a baseline, collect costs at
the ACRN (or BAE SYSTEMS charge number) level, and report
status to BAE SYSTEMS on a monthly basis. (SDRL ITEM A003)


 


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c.               Following
subcontract award, the Government reserves the right to have a
representative(s) visit the subcontractor’s facility to ascertain that the MCS
meets the above-stated requirements and has been properly implemented on this
subcontract.


 


H-7                          MATERIALS AND SPECIAL TEST EQUIPMENT (STE)


 


a.             It is
not the intent of BAE SYSTEMS to facilitize any subcontractor
performing this subcontract.  In
accordance with FAR 45, the subcontractor shall provide all resources necessary
to perform the task orders issued hereunder.


 


b.            The
Materials SLIN of this subcontract allows for the purchase of consumable
materials, STE, and materials required to fabricate a deliverable end-item for
the Government.  Unless specific written
or email approval is included in the MATERIALS section of a given task order,
all materials that the subcontractor intends to direct charge to the
subcontract/task order requires the prior written approval of the SETAC
Contracting Officer through BAE SYSTEMS.


 


c.             Prior to
the purchase or lease of any of the following materials, and services
therefore, the subcontractor must obtain the written approval of the
Contracting Officer through BAE SYSTEMS:


 


•                  Automated
Data Processing Equipment (ADPE)/Computer Hardware and Firmware;


•                  ADPE
Support Equipment;


•                  Printing
and Reproduction equipment


•                  Software;


•                  Telecommunications
Equipment;


•                  Support
services for any/all of the above; and


•                  All
other items which the subcontractor intends to direct charge to the subcontract
or which could potentially be considered to fall within the parameters of the
FAR 45.301 definition of facilities.


 


H-8                            MINIMUM
PERSONNEL REQUIREMENTS


 


During the performance of this subcontract, the subcontractor shall
ensure that each individual charged to any task order (T/O) issued hereunder
meets or exceeds the minimum requirements stated for the government labor
category to which that individual is charged.


 


H-9                            USE OF NON-U.S. CITIZENS


 


a.             Prior
approval to use non-U.S. citizens on this subcontract must be obtained from the
USASMDC Contracting Officer and USASMDC Foreign Disclosure Officer (FDO).


 


b.            When
requesting approval for a non-U.S. citizen to be granted access to the
subcontract, the application shall be submitted through BAE SYSTEMS and
include the individual’s full name, date and place of birth, social security
account number, and official status within the U.S.


 


c.             If
approval is granted, U.S. Export Laws still apply and the subcontractor must
obtain required export licenses.


 


d.            The
subcontractor is not authorized to release any data to foreign nationals or
foreign representatives without an approved export license.  Subcontracting with foreign industry is not
allowed under this subcontract.


 


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e.             The subcontractor is
not authorized to release information, orally, visually, or documentary to
anyone not associated with this subcontract.


 


H-10                       ORGANIZATIONAL CONFLICTS OF INTEREST REGARDING
PREVIOUSLY-SUPPLIED PRODUCTS


 


a.             A
potential exists for the prime contractor, or one of the subcontractors, for
this effort to become involved with work under a Task Order (T/O) that raises
the potential for a violation of the Organizational Conflict of Interest rule
defined by FAR 9.505-3(a), namely the appearance of bias related to self-
assessment. Such would include technical evaluations of that firm’s (or an
affiliate’s) proposal and reviews to assess the designs, or other development
products, that such firm (or an affiliate) has previously delivered under a
Government contract.


 


b.            The
subcontractor shall actively assist BAE SYSTEMS to avoid such situations by
adopting a practice (at the prime and subcontractor levels) of carefully
screening all T/Os and technical direction received to identify any performance
element that involves a self-evaluation conflict.


 


c.             The
subcontractor shall promptly notify the Subcontracts Administrator in writing
of any conflict discovered, and shall also refrain from undertaking the effort in
question pending further direction from the Contracting Officer through BAE
SYSTEMS.  This notice may propose an alternate
performer, who must be an entity that is independent from the entity with the
conflict.  If approved by the Contracting
Officer, such alternate shall be utilized and the resulting work product shall
be delivered directly to the Government to ensure that a truly unbiased
evaluation has been provided.


 


H-11                     PRE-CONTRACT
COSTS


 


The offeror is expressly informed that it will not be reimbursed for
any costs incurred prior to the effective date of any task order issued
hereunder, unless such costs are specifically authorized in writing by the
SETAC Contracting Officer through BAE SYSTEMS.


 


H-12                     REIMBURSEMENT OF OTHER DIRECT COSTS


 


a.              Travel
Reimbursement:


 


(1)            BAE SYSTEMS will reimburse the
Subcontractor for TDY/nonlocal travel as determined to be necessary for the
performance of assigned tasks and as included in the fully-executed task order
or as approved by the Task Order Monitor within his/her authority as granted in
the subcontract and his/her task order.


 


(2)          BAE SYSTEMS will reimburse the
Subcontractor for actual transportation fare via the most direct routes
(non-first class) between place of origin and destination.  Cost for delays enroute (excluding
Government-caused delays, unavoidable airline schedule delays, and major acts
of nature causing an unavoidable delay) will not be reimbursed.  Per diem will be paid at Joint Travel
Regulation (JTR) rates.  To the extent
available, suitable Government quarters, messing, and surface transportation
facilities may be used.  Indirect
expenses are allowable if travel costs are normally part of the Subcontractor’s
allocation base.


 


(3)          BAE SYSTEMS will not reimburse
the Subcontractor for local travel. 
Local travel is defined as travel within the area of a 50-mile radius of
the primary place of performance.


 


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b.             Other Costs:  BAE SYSTEMS will reimburse the Subcontractor
for other costs (e.g. material, equipment, large-volume reproduction for
deliverables, etc.) as deemed necessary for the performance of assigned tasks
and as approved in writing by the
Contracting Officer through BAE SYSTEMS. Specific criteria and
allowances will be incorporated in task orders executed pursuant to the terms
and conditions of this subcontract. Indirect expenses are allowable.


 


H-13                     SERVICES
FURNISHED BY THE GOVERNMENT


 


In connection with services to be rendered under the SOW, the
government shall authorize the following individual logistic support to
designated representatives of the Subcontractor, when reasonably available and
upon approval of the local U.S. military commander (such services only applicable
IF authorized in the specific task order document itself):


 


a.               Status
of Forces Agreement status as a USFK technical representative.


 


b.              USFK
ration control privileges, Unaccompanied personnel.


 


c.               Listing
of all authorized logistic support items:


 


(1)          Commissary (includes rationed
items).


 


(2)          AAFES Facilities/Military
Exchange (includes rationed items).


 


(3)          Armed Forces Recreation
Facilities.


 


(4)          Class VI Alcoholic Beverages
(includes rationed items).


 


(5)          Credit Union/Military Banking
Facilities.


 


(6)          Legal Assistance (as required).


 


(7)          Local Morale/Welfare Recreation
Services.


 


(8)          Emergency Medical/Dental
Services (on reimbursable basis).


 


(9)          Military Postal Services.


 


(10)    Military Club System
(Officer/NCO).


 


(11)    Government Billeting (GS-13/14 level).


 


H-14                     TASK ORDER
PROCEDURE


 


a.               In
accordance with the Federal Acquisition Streamlining Act (FASA), requirements
for advisory and assistance services in excess of three years and $10M will be
filled utilizing Multiple Award, Task Order, ID/IQ contract procedures.  Prime Contractor selection for each task
will, therefore, be accomplished as a separate action for each T/O issued under
the prime contracts.


 


b.              The
subcontractor shall incur costs under this subcontract only in the performance
of Task Orders (T/Os) and modifications to T/Os issued by the BAE SYSTEMS
Subcontracts Administrator in


 


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BAE SYSTEMS


 


accordance with this procedure. No other costs are authorized without
the express written consent of BAE SYSTEMS.


 


c.               Without
the written approval of BAE SYSTEMS, the subcontractor shall not exceed a T/O ceiling costs by
SLIN or be outside the plus/minus ten percent (10%) range of the planned DPPHs
as specified in each T/O.  Any changes to
task content, available funding, total DPPHs, T/O ceilings, NTE amounts,
schedules, and deliverables shall be documented by a signed modification to the
task order.


 


d.              Upon
receipt of a “Task Order” (T/O) document to BAE SYSTEMS, BAE
SYSTEMS
will provide the affected subcontractor a copy of the T/O for Supplies or
Services.


 


e.               The
T/O document will be issued by the Subcontracts Administrator to the
Subcontractor incorporating, as a minimum, (i) a detailed description of the
task/subtasks to be performed; (ii) all deliverable items; (iii) the overall
period of performance; (iv) listing of any government-furnished property to be
provided/utilized; and (v) if Government-site support is anticipated.  Deliverables may consist of charts, reports,
briefing notes, tabulations, view graphs, computer software, materials, and
presentation, as appropriate.


 


f.                 The
Subcontractor shall submit a Task Order Management Plan (T/OMP) within three
(3) working days after receiving the T/O. 
The Subcontractor shall NOT reiterate the T/O, but shall concentrate the
T/OMP narrative on the approach and rationale supporting the approach.  Personnel proposed shall be supported in
terms of rationale/basis for selection, qualifications, and relevance of
qualifications.  The T/OMP shall provide
the subcontractor’s detailed approach to accomplishing the requirements of the
task, as well as the proposed breakout of DPPHs by labor category and by month
for the overall period of performance of the T/O.  Government Labor Categories (GLC)
proposed/approved in the Task Order Management Plan (T/OMP) are strictly
enforeced unless and until the Task Order Monitor through BAE SYSTEMS approved
the use of other GLCs. The GLC Sr Management/Tech Staff 5 requires Task Order
Monitor approval through BAE SYSTEMS prior to use. An oral
presentation may be required in lieu of or in addition to the written
T/OMP.  The BAE SYSTEMS
Subcontracts Administrator will provide specific direction.  BAE SYSTEMS will reimburse only T/OMP
development on informally-competitive T/Os. 
The cost of development of T/OMPs that are formally-competed shall be
borne by the Subcontractor and subject to its DCAA accepted/approved accounting
system.


 


g.              The
Subcontractor shall initiate task performance promptly upon receipt of a fully
executed T/O.  If upon submission of the
subcontractor’s T/OMP,  it is
necessary to enter into discussions/negotiations to reach a mutual agreement
relative to the T/OMP, the Subcontractor will continue to perform the T/O
unless otherwise notified by the Subcontracts Administrator that performance
should cease until the outstanding issues are resolved.


 


h.              With
the exception of T/Os utilizing Operations & Maintenance (O&M) funds,
it is the Government’s (and consequently BAE SYSTEMS’s)
intent to incrementally fund T/Os issued hereunder.


 


i.                  No
protest under FAR Subpart 33.1 is authorized in connection with the issuance or
proposed issuance of a T/O, except on the grounds that the order increases the
scope or maximum value of the subcontract in total.


 


H-15                     TRANSITION PERIODS


 


a.               “Transition
In” - It is the intent of BAE SYSTEMS to provide for an orderly transition of
the support function between the current contracts, DASG60-97-D-0001,
DASG6Q-97-D-0002, DASG60-97-D-0003 and DASG6G-97-D-0004, and the anticipated
contract awardees under the attached Statement of Work. To that end, the
transition-in period will be from subcontract(s) award to the end of the
current subcontract (23


 


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BAE SYSTEMS


 


April 2002).  The transition may
involve the transfer of facilities, documentation, intellectual property,
operating procedures and other resources necessary to ensure that the full
requirements of the Government Statement of Work are met. Transition activities
will include attendance at program reviews; participation in working groups;
briefings; on-site communications; and full disclosure of technical, cost, and
programmatic information between all contractors/teams, toward the goal of
meeting Government requirements. The level and amount of transfer required will
be dependent upon the particular contractors involved and the programs they
support. The transition requirements that may be placed upon the subcontractor
for the current SETAC will be accomplished via a Task Order (T/O) that will be
issued in time to begin an orderly transition. The initial T/Os will include
appropriate associated transition requirements. Both will be tailored to the
particular subcontractor(s) involved. 
BAE SYSTEMS will meet with the involved parties to schedule and arrange
for the details of the transition period events. (NOTE: The only allowable
costs associated with this transition-in period will be the cost for transfer
of Special Test Equipment which will be covered in the initial T/Os issued
under this subcontract.  All other costs
associated with the above-referenced transition activities will be the sole
responsibility of the subcontractor.)


 


b.              “Transition
Out” - It is the intent of BAE SYSTEMS to provide for an orderly transition
from the contract and its subcontracts resulting from RFP DASG60-01-R-0003 to
any follow-on contracts and subcontract(s). 
To that end, the transition-out period will be approximately ninety (90)
days prior to the end of the resulting subcontracts. The subcontractor will be
required to work closely with any follow-on SETAC contractor for approximately
90 days prior to the end of subcontract as stated above, in order to assure uninterrupted
SETAC support, and assumption of follow-on SETAC (sub)contractor
responsibility. The transition may involve the transfer of facilities,
documentation, intellectual property, operating procedures and other resources
necessary to ensure the full requirements of the Government Statement of Work
are met. The “Transition-Out” will include attendance at program reviews,
participation in working groups, briefings, on-site communications, and full
disclosure of technical, cost, and programmatic information between all
contractors/teams associated with meeting the various on-going
Primary-Organization-Elements requirements. 
BAE SYSTEMS will, prior to transition, meet with the involved parties to
schedule and arrange for the transition period events. The transition
requirements that may be placed upon the subcontractor will be accomplished via
T/Os that will be issued in time to begin an orderly transition. The T/O will
be tailored to the particular subcontractor(s) involved and their on-going
T/Os.


 


H-16                    USE OF GOVERNMENT SOURCES OF SUPPLY


 


a.               Government
sources of supply may be utilized for purchases necessary in the performance of
this subcontract. Clauses at FAR 52.251-1 and DFARS 252.251-7000 are
applicable.


 


b.              Only
for purchases charged directly to this subcontract shall title vest with the
Government. For property charged as an indirect cost, title shall vest with the
purchaser.


 


H-17                     PUBLIC RELEASE OF INFORMATION


 


a.               In
accordance with DFARS 252.204-7000, Disclosure of Information, the U.S. Army
Space and Missile Defense Command Public Affairs Officer (SMDC-PA) is
responsible for processing clearance of contractor-originated material for
public release. This includes forwarding the material to appropriate Department
of the Army agencies for actual clearance. In accordance with DFARS
252.204-7000, Disclosure of Information, The Subcontractor shall not release to
anyone outside the Subcontractor’s organization any unclassified information,
regardless of medium (e.g., film, tape, document), pertaining to any part of
this contract or any program related to this contract, unless the Subcontractor
has written approval or the information is otherwise in the public domain
before the date of release.


 


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b.              Requests
for approval shall identify the specific information to be released, the medium
to be used, and the purpose for the release. The Subcontractor shall submit its
request to the Task Order Monitor noted in the specific task order, at least 45
days before the proposed date for release. All material to be cleared shall be
sent by certified mail/return receipt requested to:


 


U.S. Army Space and Missile Defense
Command

ATTN: Insert Office Symbol for Task Order Monitor

P. O. Box 1500

Huntsville, AL 35807-3801


 


c.               The
Task Order Monitor shall process the request in accordance with SMDC form
614-R.


 


d.              If
there is no response within 30 days, the Subcontractor shall resubmit the
request to:


 


All material to be cleared shall be
sent to: U.S. Army Space and Missile Defense Command

ATTN: SMDC-PA

P. O. Box 1500

Huntsville, AL 35807-3801


 


U.S. Army Space and Missile Defense
Command

ATTN: SMDC-PA

P. O. Box 1500

Huntsville, AL 35807-3801


 


H-18                     DISTRIBUTION
CONTROL OF TECHNICAL INFORMATION


 


a.               The
following terms applicable to this clause are defined as follows:


 


(1)          Technical Document. Any recorded
information that conveys scientific and technical information or technical
data.


 


(2)          Scientific and Technical Information.  Communicable knowledge or information
resulting from or pertaining to conducting and managing a scientific or
engineering research effort.


 


(3)          Technical Data.  Recorded information related to experimental,
developmental, or engineering works that can be used to define an engineering
or manufacturing process or to design, procure, produce, support, maintain,
operate, repair, or overhaul material. The data may be graphic or pictorial
delineations in media such as drawings or photographs, text in specifications
or related performance or design type documents, or computer printouts.  Examples of technical data include research
and engineering data, engineering drawings, and associated lists,
specifications, standards, process sheets, manuals, technical reports,
catalog-item identifications, and related information and computer software
documentation.


 


b.              Except
as may otherwise be set forth in the Subcontract Data Requirements List (SDRL),
DD Form 1423, (i) the distribution of any technical document prepared under
this subcontract, in any stage of development or completion, is prohibited
without the approval of the Contracting Officer through BAE SYSTEMS and (ii)
all technical documents prepared under this subcontract shall initially be
marked with the following distribution statement, warning, and destruction
notice:


 


(1)          DISTRIBUTION STATEMENT F -
Further dissemination only as directed by SMDC-IM-PA or higher DOD authority.


 


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(2)          WARNING - This document contains
technical data whose export is restricted by the Arms Export Control Act (Title
22, U.S.C., Sec 2751 et seq.) or the Export Administration Act of 1979, as
amended, Title 50, U.S.C., app 2401 et seq. Violation of these export
laws are subject to severe criminal penalties. Disseminate in accordance with
provisions of DOD Directive 5230.25.


 


(3)          DESTRUCTION NOTICE - For
classified documents, follow the procedures in DOD 5220.22-M, National
Industrial Security Program Operating Manual (NISPOM), Chapter 5, Section 7, or
DOD 5200.1-R, Information Security Program Regulation, Chapter IX. For
unclassified, limited documents, destroy by any method that will prevent
disclosure of contents or reconstruction of the document.


 


c.               As a
part of the review of preliminary or working draft technical documents, the
Government will determine if a distribution statement less restrictive than the
statement specified above would provide adequate protection. If so, the
Government’s approval/comments will provide specific instructions on the
distribution statement to be marked on the final technical documents before
primary distribution.


 


H-19                     TECHNICAL
COGNIZANCE AND TECHNICAL DIRECTION


 


a.               The BAE
SYSTEMS
Program Manager (PM) will be responsible for any and all technical direction
given to the Subcontractor under the resultant subcontract. Technical direction
shall be exercised by the issuance of a fully-executed Task Order (T/O) signed
by the BAE SYSTEMS Subcontracts Administrator. 
Specific task direction may be given by the identified task leader on a
given task.


 


The BAE SYSTEMS PM is Larry Fulton who can be reached at (256) 890-8075
or via email at larry.fulton@baesystems.com.


 


b.              Technical
direction, as defined in this clause is the process by which the progress of
the subcontractor’s technical efforts are reviewed and evaluated and guidance
for the continuation of the effort is provided by BAE SYSTEMS
and/or the Government.  It also includes
technical discussions and, to the extent required and specified elsewhere in
this subcontract, defining interfaces between subcontractors; approving test
plans; approving preliminary and critical design reviews; participating in
meetings; providing technical and management information; and responding to
request for research and development planning data on all matters pertaining to
this subcontract.  The subcontractor
agrees to accept technical direction only in the form and procedure set forth
herein below.


 


c.               The
Technical Direction shall not effect or result in a change within the meaning
of the “CHANGES” clause, or any other change in the Scope of Work, price,
schedule, or the level of effort required by the subcontract. Such changes must
be executed by the BAE SYSTEMS Subcontract Administrator or his/her
representative (see clause G-4) as a Modification to the subcontract or
T/O.  It
is emphasized that such changes are outside
the authority of BAE SYSTEMS officials designated in a. above who are not
authorized to issue any directions which authorize the subcontractor to exceed
or perform less than the subcontract requirements.  Notwithstanding any provision to the contrary
in any Technical Directive, the estimated cost of this subcontract, and, if
this subcontract is incrementally funded, the amount of funds allotted, shall
not be increased or deemed to be increased by issuance thereof.


 


H-20                     KEY PERSONNEL


 


Key personnel as specified in each individual T/O are considered to be
critical to the successful performance of this subcontract. Prior to replacing
these key personnel, the subcontractor shall obtain written consent of the
contracting officer through BAE SYSTEMS. 
In order to obtain such consent, the subcontractor must provide advance
notice of the proposed changes to the BAE SYSTEMS Subcontracts Administrator
and


 


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must demonstrate that the qualifications of the proposed substitute
personnel are generally equivalent to or better than the qualifications of the
personnel being replaced.


 


H-21                     METRIC AND
PRODUCT ASSURANCE REQUIREMENTS


 


The subcontractor shall assure that all deliverables under this
subcontract shall meet industry standards of quality and, where practical,
metric measurements.


 


H-22                     NATIONAL TEST
RANGE BASE SUPPORT SERVICES


 


a.               The
allocation of quarters to the subcontractor, as to number, type, and location,
will be made by the Contracting Officer through BAE SYSTEMS. The determination
by the Contracting Officer shall be final and conclusive and shall not be
subject to the “Disputes” clause. 
Occupants of Government family and bachelor quarters shall be liable to
the Government for loss, damage or destruction of the property and/or its
contents in accordance with applicable regulations.


 


b.              Services
to the subcontractor or its personnel and their dependents, not specified
elsewhere in this subcontract as “Government-furnished,” shall be furnished in
accordance with the existing policies, procedures and regulations of the
National Test Range.


 


H-23                     GOVERNMENT
FURNISHED FACILITIES


 


a.               In the
performance of the work called for herein, the subcontractor is hereby
authorized rent-free, no charge, non-interference use of Government properties
as covered under Contract DASG60-02-D-0009.


 


b.              Also,
use of equipment on a non-interference rent-free basis is granted for a period
no longer than the terms of Contract DASG60-02-D-0009. This equipment is
identified as: TBD in individual T/Os.


 


c.               Use of
Government property is authorized under Contract DASG60-02-D-0009 through (as
specified in the T/O).


 


d.              The
subcontractor is in the process of obtaining approval for the following
facilities and based on obtaining that approval, within a reasonable time, from
the appropriate ACO/PCO the facilities that are accountable under the
subcontract may be added, if needed, without a change to the subcontract value
or any other consideration to BAE SYSTEMS.


 


H-24                     ASSIGNMENT OF
RIGHTS


 


Per DFARS 252.227-7020, Rights in Special Works, all works first
produced, created, or generated under the subcontract and required to be
delivered must contain the following notice: “© (Year date of delivery) United
States Government, as represented by the Secretary of Army. All rights reserved.”
In addition, the subcontractor hereby relinquishes any rights to use or
disclose such works.


 


H-25                     MINIMUM
INSURANCE LIABILITY


 


Pursuant to the requirements of the subcontract clause 52.228-7,
“Insurance - Liability to Third Persons,” the subcontractor shall obtain and
maintain at least the following kinds of insurance and minimum liability
coverage during any period of subcontract performance:


 


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a.               Workman’s
Compensation and Employers’ Liability Insurance:  Compliance with applicable workmen’s
compensation and occupational disease statutes is required. Employers’
liability coverage in the minimum amount of $100,000 is required.


 


b.              General
Liability Insurance: Bodily injury liability insurance, in the minimum limits
of $500,000 per occurrence, is required on the comprehensive form of policy;
however, property damage liability insurance is not required.


 


c.               Automobile
Liability Insurance: This insurance is required on the comprehensive form of
policy and shall provide bodily injury liability and property damage liability
covering the operation of all automobiles used in connection with the
performance of the subcontract. At least the minimum limits of $200,000 per
person and $500,000 per occurrence for bodily injury and $20,000 per occurrence
for property damage is required.


 


H-26                     PATENTS -
REPORTING OF SUBJECT INVENTIONS


 


a.               The
interim and final invention reports shall be submitted to BAE  SYSTEMS Subcontracts Administrator on DD Form
882, Report of Inventions and Subcontracts, see
http://www.smdc.army.mil/Contracts/Contracts.html and click on the Special
Announcements link to see the instructions. In accordance with DFARS
252.227-7039 and FAR 52.227-12, interim reports shall be furnished every twelve
(12) months and final reports shall be furnished within three (3) months after
completion of the subcontracted work. In accordance with FAR 27.305-3(e), when
a subcontractor fails to disclose a subject invention the applicable
withholding of payments provision may be invoked. (See G-2.)


 


b.              The
subcontractor shall include the clause at DFARS 252.227-7039 in all
subcontracts with small businesses and non profit organizations, regardless of
tier, for experimental, developmental, or research work.


 


H-27                     LIVING
SUBCONTRACT


 


Modifications to this subcontract shall be made by substituting pages
of the subcontract so that at all times the subcontract will form a complete,
connected, and coherent text. Each page of a modification shall be annotated
with the subcontract and modification number. Those portions of the subcontract
changed by the modification shall be appropriately identified by black vertical
bars in the adjacent right margin.


 


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H-28                     ASSIGNMENT OF
SUBCONTRACT


 


This subcontract may not be assigned or otherwise transferred by either
party in whole or in part without the express prior written consent of the
other party. The foregoing shall not apply in the event either party shall
change its corporate name or merge with another corporation.


 


H-29                     SURVIVABILITY


 


If any part, term or provision of this Subcontract shall be void,
illegal, unenforceable, or in conflict with any law of federal, state, or local
Government having jurisdiction over this agreement, the validity of the
remaining portions or provisions shall not be affected thereby.


 


H-30                     DISPUTE
RESOLUTION


 


All claims, disputes, or controversies arising out of, or in relation
to the interpretation, application, or enforcement of this Agreement shall be
decided through mediation if the parties cannot reach agreement between
themselves after 60 days. If such parties cannot resolve such differences
through mediation, the parties agree to submit to binding arbitration. The
parties agree to select one (1) arbitrator from the America Arbitration
Association who will hear and decide on the controversy. All mediation and
arbitration proceedings will occur in Madison County, Alabama. The arbitrator’s
decision, including the payment of arbitration fees, shall be considered final
and binding upon the parties.


 


See FAR 52.233-1, Disputes for disputes arising out of issues
between the Subcontractor and the Government or between the Subcontractor and
both the Government and BAE SYSTEMS.


 


H-31                     PROTECTION OF
TEAM’S PROPRIETARY DATA


 


a.               During
the term of the Agreement, BAE SYSTEMS, the Subcontractor, and other BAE
SYSTEMS SETAC team members, to the extent of each party’s contractual and
lawful right to do so, may exchange such proprietary technical and other
information as is reasonably required for each to perform its obligations
hereunder.  BAE SYSTEMS and Subcontractor
each agree to keep in confidence and prevent the disclosure to any person(s)
outside their respective organizations, or any person(s) within their
organizations not having a need to know, all information received from the
other which is designated in writing or by an appropriate stamp or legend to be
of a proprietary nature and to use such information only in connection with
their obligations under this Agreement; provided, however, that neither party
shall be liable for disclosure or use of such data if the same is:


 


(1.)                 Already
known to the receiving party, or


 


(2.)                 Becomes
publicly known through no wrongful act of the receiving party, or


 


(3.)                 Is
rightfully received from a third party having the right to disclose the data
and without similar restrictions as to disclosure and use, or


 


(4.)                 Is
independently developed by the receiving party, or


 


(5.)                 Is
knowingly furnished to the United States Government or other third party by the
submitting party without similar restrictions as to disclosure and use, or


 


(6.)                 Is
approved for release or use by written authorization of the submitting party.


 


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b.              The
receiving party shall not be liable for inadvertent, accidental, unauthorized
or mistaken disclosure or use by its employees, of data obtained under this
Agreement, provided that:


 


(1.)                 The
receiving party shall use the same degree of care as used to protect its own
proprietary data of like importance, and


 


(2.)                 Upon
discovery of such disclosure or use, the receiving party shall endeavor to
prevent further disclosure or use and shall notify the submitting party.


 


(3.)                 One
(1) year has elapsed from the end date of this subcontract.


 


H-32                     INDEMNITY


 


a.               Notwithstanding
any provision of this Agreement to the contrary, Subcontractor shall pay,
reimburse, defend, indemnify, and hold BAE SYSTEMS
harmless against any and all actions, suits, claims, setoffs, damages, losses,
costs, and other expenses (including, without limitation, reasonable legal fees
and expenses) incurred or suffered by BAE SYSTEMS as a result of
Subcontractor’s failure to perform this Agreement.


 


b.              Subcontractor
shall pay, reimburse, indemnify, defend and hold BAE SYSTEMS
harmless from any and all third party claims, actions, damages and liabilities
(including, without limitation, reasonable legal fees and expenses incurred by BAE
SYSTEMS)
arising from or related to Subcontractor’s acts or omissions, whether
characterized as negligence, willful misconduct, or otherwise.


 


c.               In the
event that Subcontractor provides BAE SYSTEMS or BAE SYSTEMS’s
customer (hereinafter collectively referred to as BAE SYSTEMS) with
software or services related thereto during the performance of this
Subcontract, Subcontractor shall hold BAE SYSTEMS harmless,
defend, and indemnify (solely at Subcontractor’s expense) against any claims
that the software or related services infringe, interfere with, or otherwise
violates any laws or regulations pertaining to any patent, copyright, or trade
secrets, whether said claim arises from or relates to the manufacture or
delivery of supplies, the performance of services, or alteration, modification,
improvement, or enhancement of software or other personal property (whether
tangible or intangible). Subcontractor shall pay all costs, damages, expenses,
and attorney’s fees incurred by or awarded against BAE SYSTEMS
related to or arising from any such claim provided that (i) BAE SYSTEMS
promptly notifies Subcontractor of any such claim, (ii) the defense and
settlement of any such claim shall be under the control of Subcontractor, and, (iii)
BAE SYSTEMS shall cooperate (at Subcontractor’s expense) with all reasonable
requests from Subcontractor to participate in any such claim.


 


d.              In the
event that BAE SYSTEMS is enjoined or restrained by a court, arbitrator, or other
tribunal, from the operation or license of any software provided by
Subcontractor, Subcontractor shall (at Subcontractor’s expense) take all
reasonable steps to procure for BAE SYSTEMS the right to license the
software in accordance with the terms of this Agreement. If Subcontractor is
unable to procure such right within a reasonable amount of time, Subcontractor
shall promptly (i) modify the software to become non-infringing, (ii) replace
the software with compatible, functionally equivalent, non-infringing software,
or (iii) obtain for BAE SYSTEMS the right to continue licensing
the software in the manner and for the term of the then current license for the
infringing software.


 


e.               Subcontractor
will not be liable for any claim of infringement based solely upon unauthorized
modification of the software by BAE SYSTEMS.


 


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H-32                     SUBCONTRACT
EXCLUSIVITY


 


The subcontractor agrees that when it is being proposed as a
subcontractor on the BAE SYSTEMS team for a specific task, it will not compete
against the BAE SYSTEMS team for that task. This does not preclude the
subcontractor from being on other SETAC awardees’ contract team.


 


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SECTION I -
SUBCONTRACT CLAUSES


 


APPLICATION: In the
application of the subcontract clauses, references to the “Contracting Officer”
shall be interpreted to mean the “BAE SYSTEMS Subcontracts
Administrator” signing the subcontract. The term “contractor” shall mean
“subcontractor.” The term “contract” shall mean “subcontract.” Exceptions to
these definitions are where the specific application has clear legal reference
(herein marked with an “*”). Any questions concerning interpretation should be
referred to BAE SYSTEMS.


 


The following solicitation provisions and/or subcontract clauses
pertinent to this section are hereby incorporated by reference.


 


	
  Regulatory Cite

  	
   

  	
  Title

  	
   

  	
  Date

  
	
  52.202-1

  	
   

  	
  Definitions

  	
   

  	
  DEC 2001

  
	
  52.203-3

  	
   

  	
  Gratuities

  	
   

  	
  APR 1984

  
	
  52.203-5

  	
   

  	
  Covenant Against Contingent Fees

  	
   

  	
  APR 1984

  
	
  52.203-6

  	
   

  	
  Restrictions On Subcontractor Sales
  To The Government

  	
   

  	
  JUL 1995

  
	
  52.203-7

  	
   

  	
  Anti-Kickback Procedures

  	
   

  	
  JUL 1995

  
	
  52.203-8

  	
   

  	
  Cancellation, Rescission, and
  Recovery of Funds for Illegal or Improper Activity

  	
   

  	
  JAN 1997

  
	
  52.203-10

  	
   

  	
  Price Or Fee Adjustment For Illegal
  Or Improper Activity

  	
   

  	
  JAN 1997

  
	
  52.203-12

  	
   

  	
  Limitation On Payments To Influence
  Certain Federal Transactions

  	
   

  	
  JUN 1997

  
	
  52.204-2

  	
   

  	
  Security Requirements

  	
   

  	
  AUG 1996

  
	
  52.204-4

  	
   

  	
  Printed or Copied Double-Sided on
  Recycled Paper

  	
   

  	
  AUG 2000

  
	
  52.209-6

  	
   

  	
  Protecting the
  Government’s Interest When Subcontracting With Contractors Debarred,
  Suspended, or Proposed for Debarment

  	
   

  	
  JUL 1995

  
	
  52.211-15

  	
   

  	
  Defense Priority And Allocation
  Requirements

  	
   

  	
  SEP 1990

  
	
  52.215-2

  	
   

  	
  Audit and Records–Negotiation

  	
   

  	
  JUN 1999

  
	
  52.215-8

  	
   

  	
  Order of Precedence–Uniform Contract
  Format

  	
   

  	
  OCT 1997

  
	
  52.215-11

  	
   

  	
  Price Reduction for Detective Cost or
  Pricing Data–Modifications

  	
   

  	
  OCT 1997

  
	
  52.215-13

  	
   

  	
  Subcontractor
  Cost or Pricing Data–Modifications

  	
   

  	
  OCT 1997

  
	
  52.215-14

  	
   

  	
  Integrity of Unit Prices

  	
   

  	
  OCT 1997

  
	
  52.215-14 Alt I

  	
   

  	
  Integrity of Unit Prices (Oct 1997) -
  Alternate I

  	
   

  	
  OCT 1997

  
	
  52.215-15

  	
   

  	
  Pension Adjustments and Asset
  Reversions

  	
   

  	
  DEC 1998

  
	
  52.215-17

  	
   

  	
  Waiver of Facilities Capital Cost of
  Money

  	
   

  	
  OCT 1997

  
	
  52.215-18

  	
   

  	
  Reversion or Adjustment of Plans for
  Postretirement Benefits (PRB) Other than Pensions

  	
   

  	
  OCT 1997

  
	
  52.215-19

  	
   

  	
  Notification of Ownership Changes

  	
   

  	
  OCT 1997

  
	
  52.215-21

  	
   

  	
  Requirements for Cost or Pricing Data
  or Information Other Than Cost or Pricing Data—Modifications

  	
   

  	
  OCT 1997

  
	
  52.216-7

  	
   

  	
  Allowable Cost And Payment

  	
   

  	
  FEB 2002

  
	
  52.216-18

  	
   

  	
  Ordering

  	
   

  	
  OCT 1995

  
	
  52.219-4

  	
   

  	
  Notice of Price Evaluation Preference
  for HUBZone Small Business Concerns

  	
   

  	
  JAN 1999

  
	
  52.219-6

  	
   

  	
  Notice Of Total Small Business
  Set-Aside

  	
   

  	
  JUL 1996

  
	
  52.219-8

  	
   

  	
  Utilization of Small Business
  Concerns

  	
   

  	
  OCT 2000

  
	
  52.219-14

  	
   

  	
  Limitations On Subcontracting

  	
   

  	
  DEC 1996

  
	
  52.222-2

  	
   

  	
  Payment for Overtime Premiums

  	
   

  	
  JUL 1990

  
	
  52.222-3

  	
   

  	
  Convict Labor

  	
   

  	
  AUG 1996

  
	
  52.222-4

  	
   

  	
  Contract Work Hours and Safety
  Standards Act - Overtime Compensation

  	
   

  	
  SEP 2000

  
	
  52.222-21

  	
   

  	
  Prohibition Of Segregated Facilities

  	
   

  	
  FEB 1999

  
	
  52.222-26

  	
   

  	
  Equal Opportunity

  	
   

  	
  FEB 1999

  



 


Page
45 of 49


 


Revised per Mod
2 dated May 14, 2002


 





















 


BAE SYSTEMS


 


	
  52.222-35

  	
   

  	
  Equal
  Opportunity For Disabled Veterans, Veterans of the Vietnam Era and Other
  Eligible Veterans

  	
   

  	
  DEC
  2001

  
	
  52.222-36

  	
   

  	
  Affirmative
  Action For Workers With Disabilities

  	
   

  	
  JUN
  1998 

  
	
  52.222-37

  	
   

  	
  Employment
  Reports On Special Disabled Veterans, Veterans Of The Vietnam Era and Other
  Eligible Veterans

  	
   

  	
  DEC
  2001

  
	
  52.223-5

  	
   

  	
  Pollution
  Prevention and Right-to-Know Information

  	
   

  	
  APR
  1998 

  
	
  52.223-6

  	
   

  	
  Drug
  Free Workplace

  	
   

  	
  MAY
  2001 

  
	
  52.223-14

  	
   

  	
  Toxic
  Chemical Release Reporting

  	
   

  	
  OCT
  2000 

  
	
  52.224-1

  	
   

  	
  Privacy
  Act Notification

  	
   

  	
  APR
  1984 

  
	
  52.225-1

  	
   

  	
  Buy
  American Act—Balance of Payments Program—Supplies

  	
   

  	
  FEB
  2002 

  
	
  52.225-8

  	
   

  	
  Duty-Free
  Entry

  	
   

  	
  FEB
  2000 

  
	
  52.225-13

  	
   

  	
  Restrictions
  on Certain Foreign Purchases

  	
   

  	
  JUL
  2000 

  
	
  52.226-1

  	
   

  	
  Utilization
  Of Indian Organizations And Indian-Owned Economic Enterprises

  	
   

  	
  JUN
  2000

  
	
  52.227-1

  	
   

  	
  Authorization
  and Consent

  	
   

  	
  JUL
  1995 

  
	
  52.227-1
  Alt I

  	
   

  	
  Authorization
  And Consent (Jul 1995) - Alternate I

  	
   

  	
  APR
  1984 

  
	
  52.227-2

  	
   

  	
  Notice
  And Assistance Regarding Patent And Copyright Infringement

  	
   

  	
  AUG
  1996 

  
	
  52.227-10

  	
   

  	
  Filing
  Of Patent Applications—Classified Subject Matter

  	
   

  	
  APR
  1984 

  
	
  52.227-11

  	
   

  	
  Patent
  Rights-Retention By The Contractor (Short Form)

  	
   

  	
  JUN
  1997 

  
	
  52.228-7

  	
   

  	
  Insurance—Liability
  To Third Persons

  	
   

  	
  MAR
  1996 

  
	
  52.228-3

  	
   

  	
  Worker’s
  Compensation Insurance (Defense Base Act)

  	
   

  	
  APR
  1984 

  
	
  52.228-4

  	
   

  	
  Workers’
  Compensation and War-Hazard Insurance Overseas 

  	
   

  	
  APR
  1984 

  
	
  52.232-1

  	
   

  	
  Payments

  	
   

  	
  APR
  1984 

  
	
  52.232-9

  	
   

  	
  Limitation
  On Withholding Of Payments

  	
   

  	
  APR
  1984 

  
	
  52.232-11

  	
   

  	
  Extras

  	
   

  	
  APR
  1984 

  
	
  52.232-17

  	
   

  	
  Interest

  	
   

  	
  JUN
  1996 

  
	
  52.232-18

  	
   

  	
  Availability
  Of Funds

  	
   

  	
  APR
  1984 

  
	
  52.232-22

  	
   

  	
  Limitation
  Of Funds (unless specified otherwise in the T/O, this clause is applicable at
  the SLIN level under each T/O)

  	
   

  	
  APR
  1984

  
	
  52.232-23

  	
   

  	
  Assignment
  Of Claims

  	
   

  	
  JAN
  1986 

  
	
  52.232-23
  Alt I

  	
   

  	
  Assignment
  of Claims (Jan 1986) - Alternate I

  	
   

  	
  APR
  1984 

  
	
  52.232-33

  	
   

  	
  Payment
  by Electronic Funds Transfer—Central Contractor Registration

  	
   

  	
  MAY
  1999 

  
	
  52.233-1

  	
   

  	
  Disputes
  (pertains only to disputes between the Subcontractor and the Government or
  the Subcontractor and both BAE SYSTEMS and the Government)

  	
   

  	
  DEC
  1998

  
	
  52.233-3
  Alt I

  	
   

  	
  Protest
  After Award (Aug 1996) - Alternate I

  	
   

  	
  JUN
  1985 

  
	
  52.236-9

  	
   

  	
  Protection
  of Existing Vegetation, Structures, Equipment, Utilities, and Improvements

  	
   

  	
  APR
  1984

  
	
  52.237-2

  	
   

  	
  Protection
  Of Government Buildings, Equipment, And Vegetation

  	
   

  	
  APR
  1984

  
	
  52.242-1

  	
   

  	
  Notice
  of Intent to Disallow Costs

  	
   

  	
  APR
  1984

  
	
  52.242-3

  	
   

  	
  Penalties
  for Unallowable Costs

  	
   

  	
  MAY
  2001

  
	
  52.242-4

  	
   

  	
  Certification
  of Final Indirect Costs

  	
   

  	
  JAN
  1997

  
	
  52.242-13

  	
   

  	
  Bankruptcy

  	
   

  	
  JUL
  1995

  
	
  52.242-15

  	
   

  	
  Stop-Work
  Order

  	
   

  	
  AUG
  1989

  
	
  52.242-17

  	
   

  	
  Government
  Delay Of Work

  	
   

  	
  APR
  1984

  
	
  52.243-3

  	
   

  	
  Changes—Time-And-Material
  Or Labor-Hours

  	
   

  	
  SEP
  2000

  
	
  52.243-6

  	
   

  	
  Change
  Order Accounting

  	
   

  	
  APR
  1984

  



 


Page 46 of 49


 


Revised per Mod
2 dated May 14, 2002


 





















 


BAE SYSTEMS


 


	
  52.244-2

  	
   

  	
  Subcontracts
  (AUG 1998) - Alternate I. Subcontractors with an approved purchasing system
  must give Advanced Notification (company name, contract type, SOW, price (TBD
  is acceptable)) to the Contracts Office through BAE SYSTEMS to use/add second
  tier Subcontractors or Independent Consultants (not SLIN 0003).
  Subcontractors without an approved purchasing system will require full
  consent from the Contracts Office through BAE SYSTEMS. Consultants (as classified under SLIN 0003) must be
  pre-approved by the Contracting Officer through BAE SYSTEMS.

  	
   

  	
  AUG
  1998

  
	
  52.244-5
  

  	
   

  	
  Competition
  In Subcontracting 

  	
   

  	
  DEC
  1996 

  
	
  52.244-6
  

  	
   

  	
  Subcontracts
  for Commercial Items 

  	
   

  	
  DEC
  2001

  
	
  52.245-5
  (Dev)

  	
   

  	
  Government
  Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts)
  (Deviation) 

  	
   

  	
  JAN
  1986

  
	
  52.245-18

  	
   

  	
  Special
  Test Equipment 

  	
   

  	
  FEB 1993 

  
	
  52.245-19

  	
   

  	
  Government
  Property Furnished “As Is” 

  	
   

  	
  APR 1984 

  
	
  52.246-6

  	
   

  	
  Inspection—Time-And-Material
  And Labor-Hour 

  	
   

  	
  MAY 2001 

  
	
  52,246-23

  	
   

  	
  Limitation
  Of Liability 

  	
   

  	
  FEB 1997 

  
	
  52.246-25

  	
   

  	
  Limitation
  Of Liability—Services 

  	
   

  	
  FEB 1997 

  
	
  52.247-34

  	
   

  	
  F.O.B.
  Destination

  	
   

  	
  NOV 1991 

  
	
  52.247-63

  	
   

  	
  Preference
  For U.S. Flag Air Carriers 

  	
   

  	
  JAN 1997 

  
	
  52.248-1

  	
   

  	
  Value
  Engineering

  	
   

  	
  FEB 2000 

  
	
  52.249-1

  	
   

  	
  Termination
  For Convenience Of The Government (Fixed Price) (Short Form)

  	
   

  	
  APR 1984

  
	
  52.249-6
  

  	
   

  	
  Termination
  (Cost Reimbursement) 

  	
   

  	
  SEP 1996 

  
	
  52.249-8

  	
   

  	
  Default
  (Fixed-Price Supply & Service) 

  	
   

  	
  APR 1984 

  
	
  52.249-14

  	
   

  	
  Excusable
  Delays 

  	
   

  	
  APR 1984 

  
	
  52.251-1

  	
   

  	
  Government
  Supply Sources 

  	
   

  	
  APR 1984 

  
	
  52.253-1

  	
   

  	
  Computer
  Generated Forms 

  	
   

  	
  JAN 1991 

  
	
  252.201-7000

  	
   

  	
  Contracting
  Officer’s Representative

  	
   

  	
  DEC 1991 

  
	
  252.203-7001

  	
   

  	
  Prohibition
  On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies 

  	
   

  	
  MAR 1999

  
	
  252.203-7002
  

  	
   

  	
  Display
  Of DOD Hotline Poster 

  	
   

  	
  DEC 1991 

  
	
  252.204-7000
  

  	
   

  	
  Disclosure
  Of Information 

  	
   

  	
  DEC 1991 

  
	
  252.204-7003
  

  	
   

  	
  Control
  Of Government Personnel Work Product 

  	
   

  	
  APR 1992 

  
	
  252.204-7004
  

  	
   

  	
  Required
  Central Contractor Registration 

  	
   

  	
  NOV 2001 

  
	
  252.204-7005
  

  	
   

  	
  Oral
  Attestation of Security Responsibilities 

  	
   

  	
  NOV 2001 

  
	
  252.205-7000
  

  	
   

  	
  Provisions
  Of Information To Cooperative Agreement Holders 

  	
   

  	
  DEC 1991

  
	
  252.209-7000

  	
   

  	
  Acquisition
  From Subcontractors Subject To On-Site Inspection Under The Intermediate
  Range Nuclear Forces (INF) Treaty 

  	
   

  	
  NOV
  1995

  
	
  252.209-7001 

  	
   

  	
  Disclosure
  of Ownership or Control by the Government of a Terrorist Country

  	
   

  	
  MAR
  1998 

  
	
  252.209-7004

  	
   

  	
  Subcontracting
  With Firms That Are Owned or Controlled By The Government of a Terrorist
  Country

  	
   

  	
  MAR
  1998

  
	
  252.215-7000

  	
   

  	
  Pricing
  Adjustments

  	
   

  	
  DEC 1991

  
	
  252.222-7002

  	
   

  	
  Compliance
  With Local Labor Laws (Overseas)

  	
   

  	
  JUN 1997 

  
	
  252.219-7003

  	
   

  	
  Small,
  Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DOD
  Contracts) 

  	
   

  	
  APR 1996

  
	
  252.223-7004

  	
   

  	
  Drug
  Free Work Force

  	
   

  	
  SEP 1988 

  
	
  252.223-7006

  	
   

  	
  Prohibition
  On Storage And Disposal Of Toxic And Hazardous Materials 

  	
   

  	
  APR 1993 

  
	
  252.225-7001

  	
   

  	
  Buy
  American Act And Balance Of Payments Program

  	
   

  	
  MAR 1998

  



 


Page
47 of 49


 


Revised per Mod
2 dated May 14, 2002


 





















 


BAE SYSTEMS


 


	
  252.225-7002

  	
   

  	
  Qualifying
  Country Sources As Subcontractors

  	
   

  	
  DEC
  1991

  
	
  252.225-7008

  	
   

  	
  Supplies
  To Be Accorded Duty-Free Entry

  	
   

  	
  MAR
  1998

  
	
  252.225-7009

  	
   

  	
  Duty-Free
  Entry—Qualifying Country Supplies (End Products and Components)

  	
   

  	
  AUG
  2000

  
	
  252.225-7010

  	
   

  	
  Duty-Free
  Entry—Additional Provisions

  	
   

  	
  AUG
  2000

  
	
  252.225-7012

  	
   

  	
  Preference
  For Certain Domestic Commodities

  	
   

  	
  AUG
  2000

  
	
  252.225-7026

  	
   

  	
  Reporting
  Of Contract Performance Outside The United States

  	
   

  	
  JUN
  2000

  
	
  252.225-7031

  	
   

  	
  Secondary
  Arab Boycott Of Israel

  	
   

  	
  JUN
  1992

  
	
  252.225-7042

  	
   

  	
  Authorization
  to Perform

  	
   

  	
  JUN
  1997

  
	
  252.225-7043

  	
   

  	
  Antiterrorism/Force
  Protection Policy for Defense Contractors Outside the United
  States

  	
   

  	
  JUN
  1998

  
	
  252.227-7013

  	
   

  	
  Rights
  in Technical Data—Noncommercial Items

  	
   

  	
  NOV
  1995

  
	
  252.227-7014

  	
   

  	
  Rights
  in Noncommercial Computer Software and Noncommercial Computer
  Software Documentation

  	
   

  	
  JUN
  1995

  
	
  252.227-7015

  	
   

  	
  Technical
  Data—Commercial Items

  	
   

  	
  NOV
  1995

  
	
  252.227-7016

  	
   

  	
  Rights
  in Bid or Proposal Information

  	
   

  	
  JUN
  1995

  
	
  252.227-7019

  	
   

  	
  Validation
  of Asserted Restrictions—Computer Software

  	
   

  	
  JUN
  1995

  
	
  252.227-7020

  	
   

  	
  Rights
  In Data—Special Works

  	
   

  	
  JUN
  1995

  
	
  252.227-7021

  	
   

  	
  Rights
  In Data—Existing Works

  	
   

  	
  MAR
  1979

  
	
  252.227-7025

  	
   

  	
  Limitations
  on the Use or Disclosure of Government-Furnished Information
  Marked with Restrictive Legends

  	
   

  	
  JUN
  1995

  
	
  252.227-7027

  	
   

  	
  Deferred
  Ordering Of Technical Data Or Computer Software

  	
   

  	
  APR
  1988

  
	
  252.227-7030

  	
   

  	
  Technical
  Data—Withholding Of Payment

  	
   

  	
  MAR
  2000

  
	
  252.227-7034

  	
   

  	
  Patents—Subcontracts

  	
   

  	
  APR
  1984

  
	
  252.227-7036

  	
   

  	
  Declaration
  of Technical Data Conformity

  	
   

  	
  JAN
  1997

  
	
  252.227-7037

  	
   

  	
  Validation
  of Restrictive Markings on Technical Data

  	
   

  	
  SEP
  1999

  
	
  252.227-7039

  	
   

  	
  Patents—Reporting
  Of Subject Inventions

  	
   

  	
  APR
  1990

  
	
  252.228-7000

  	
   

  	
  Reimbursement
  for War-Hazard Losses

  	
   

  	
  DEC
  1991

  
	
  252.228-7003

  	
   

  	
  Capture
  and Detention

  	
   

  	
  DEC
  1991

  
	
  252.231-7000

  	
   

  	
  Supplemental
  Cost Principles

  	
   

  	
  DEC
  1991

  
	
  252.232-7007

  	
   

  	
  Limitation
  Of Governments Obligation

  	
   

  	
  AUG
  1993

  
	
  252.242-7000

  	
   

  	
  Postaward
  Conference

  	
   

  	
  DEC
  1991

  
	
  252.243-7002

  	
   

  	
  Requests
  for Equitable Adjustment

  	
   

  	
  MAR
  1998

  
	
  252.244-7000

  	
   

  	
  Subcontracts
  for Commercial Items and Commercial Components (DoD Contracts)

  	
   

  	
  MAR
  2000

  
	
  252.245-7001

  	
   

  	
  Reports
  Of Government Property

  	
   

  	
  MAY
  1994

  
	
  252.247-7023

  	
   

  	
  Transportation
  of Supplies by Sea

  	
   

  	
  MAR
  2000

  
	
  252.247-7024

  	
   

  	
  Notification
  Of Transportation Of Supplies By Sea

  	
   

  	
  MAR
  2000

  
	
  252.249-7002

  	
   

  	
  Notification
  of Anticipated Program Termination or Reduction

  	
   

  	
  DEC
  1996

  
	
  252.251-7000

  	
   

  	
  Ordering
  From Government Supply Sources

  	
   

  	
  MAY
  1995

  
	
  52.219-16

  	
   

  	
  Liquidated
  Damages-Subcontracting Plan

  	
   

  	
  JAN
  1999

  



 


Page
48 of 49


 


Revised per Mod
2 dated May 14, 2002


 





















 


BAE SYSTEMS


 


SECTION
J - LIST OF ATTACHMENTS/EXHIBITS/APPENDICES


 


	
  ATTACHMENT

  	
   

  	
  TITLE

  	
   

  	
   

  
	
  Attachment
  1

  	
   

  	
  RESERVED

  	
   

  	
   

  
	
  Attachment
  2

  	
   

  	
  CONTRACT
  SECURITY CLASSIFICATION SPECIFICATION, DD FORM 254, 15 AUG 01 (UNDER  SEPARATE COVER)

  	
   

  	
   

  
	
  Attachment
  3

  	
   

  	
  SUBCONTRACT
  DATA REQUIREMENTS LISTS (SDRLs) DD FORM 1423, 15 AUG 01

  	
   

  	
   

  
	
  Attachment
  4

  	
   

  	
  SUBCONTRACTOR
  CLOSE-OUT CERTIFICATION FORM

  	
   

  	
   

  
	
  Attachment
  5

  	
   

  	
  TASK
  ORDER FORMAT

  	
   

  	
   

  
	
  Attachment
  6

  	
   

  	
  SUBCONTRACTOR
  REPRESENTATIONS & CERTIFICATIONS (INCORPORATED BY REFERENCE)

  	
   

  	
   

  
	
  Attachment
  7

  	
   

  	
  GOVERNMENT
  LABOR CATEGORIES

  	
   

  	
   

  
	
  Attachment
  8

  	
   

  	
  SUBCONTRACTOR
  FIXED LABOR PRICES PER DPPH

  	
   

  	
   

  
	
  Attachment
  9

  	
   

  	
  OCI
  MITIGATION PLAN

  	
   

  	
   

  
	
  Attachment
  10

  	
   

  	
  SAMPLE
  FMER (SDRL A006)

  	
   

  	
   

  



 


Page 49 of 49