The following FAR clauses apply to this Contract Purchase Order:
PROVISIONS OF THE FEDERAL ACQUISITION REGULATION INCORPORATED BY REFERENCE
FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010) (Applies if this Contract
exceeds $150,000.)
FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010) (Applies if this Contract exceeds 5,000,000 and
the period of performance is more than 120 days. Disclosures made under this clause shall be made directly to the Government
entities identified in the clause.)
FAR 52.204-2 SECURITY REQUIREMENTS (AUG 1996) (Applies if the Work requires access to classified information.)
FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011) (Applies where SELLER will have physical access to a federally-controlled facility or access to a Federal information system.)
FAR 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (AUG 2012) (Subparagraph (d)(2)
does not apply. If SELLER meets the thresholds specified in paragraphs (d)(3) and (g)(2) of the clause, SELLER shall report required executive compensation by posting the information to the Government's Central Contractor Registration (CCR) database. All information posted will be available to the general public.
FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED,
OR PROPOSED FOR DEBARMENT (DEC 2010) (Applies if this Contract exceeds $30,000 except does not apply if this Contract is for
commercial off the shelf items. Copies of notices provided by SELLER to the Contracting Officer shall be provided to Computer Conversions Corp..)
FAR 52.215-20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (OCT 2010)
(Note 2 applies.)
FAR 52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA -
MODIFICATIONS (OCT 2010) (Note 2 applies.)
FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (JAN 2011) (Note 8 applies.)
FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) (Note 8 applies.)
FAR 52.222-26 EQUAL OPPORTUNITY (MAR 2007) (Note 8 applies.)
FAR 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE
VETERANS (SEP 2010) (Applies if this Contract is for $100,000 or more.) (Note 8 applies.)
FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (OCT 2010) (Applies if this Contract exceeds $15,000.) (Note 8 applies.)
FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (Applies if this
Contract exceeds $10,000.) (Note 8 applies.)
FAR 52.222-41 SERVICE CONTRACT ACT OF 1965 (NOV 2007) (Applies if this Contract is for services subject to the Service Contract Act. The clause does not apply if this Contract has been administratively exempted by the Secretary of Labor or exempted by 41 U.S.C. 356, as interpreted in Subpart C of 29 CFR Part 4. Note 8 applies.)
FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009) (Note 2 applies. In paragraph (e) Note 3 applies.)
FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JUL 2012)(Applies if this Contract exceeds $3,000 except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item. Note 8 applies.)
FAR 52.223-11 OZONE-DEPLETING SUBSTANCES (MAY 2001) (Applies if the Work was manufactured with or contains ozone-
depleting substances.)
FAR 52.225-1 BUY AMERICAN ACT -- SUPPLIES (FEB 2009) (Applies if the Work contains other than domestic components. Note 2
applies to the first time "Contracting Officer" is mentioned in paragraph (c).)
FAR 52.225-5 TRADE AGREEMENTS (NOV 2012) (Applies if the Work contains other than U.S. made or designated country end
products as specified in the clause.)
FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)
FAR 52.227-19 COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS (DEC 2007) (Applicable only if existing computer software
is to be delivered under this Contract.)
FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2010)
FAR 52.245-1 GOVERNMENT PROPERTY (APR 2012) (ALT I) (APR 2012) ("Contracting Officer" means "Lockheed Martin" except in the definition of Property Administrator and in paragraphs (h)(1)(iii) where it is unchanged, and in paragraphs (c) and (h)(4) where it includes Computer Conversions. "Government" is unchanged in the phrases "Government property" and "Government furnished property" and where elsewhere used except in paragraph (d)(1) where it means " Computer Conversions " and except in paragraphs (d)(2) and (g) where the term includes Computer Conversions. The following is added as paragraph (n) "Seller shall provide to Computer Conversions immediate notice if the Government or other customers (i) revokes its assumption of loss under any direct contracts with Seller, or (ii) makes a determination that Seller's property management practices are inadequate, and/or present an undue risk, or that Seller has failed to take corrective action when required.")
FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS (FEB 2006)
SELF-CERTIFICATION:
The Terms and conditions referenced herein may include self-certification statements. By acceptance of this purchase order, seller confirms its acceptance of the applicable self-certification statements contained on the purchase order and those referenced herein.
CERTIFICATIONS AND REPRESENTATIONS
SELLER acknowledges that COMPUTER CONVERSIONS CORP. will rely upon SELLER certifications and representations contained in this clause and
in any written offer, proposal or quote, or company profile submission, which results in award of a contract to SELLER. By entering
into such contract, SELLER republishes the certifications and representations submitted with its written offer, including company
profile information, and oral offers/quotations made at the request of COMPUTER CONVERSIONS CORP., and SELLER makes those certifications
and representations set forth below. SELLER shall immediately notify COMPUTER CONVERSIONS CORP. of any change of status regarding any
certification or representation.
1. FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Applicable to
solicitations and contracts exceeding $150,000)
(a) Definitions. As used in this provision--
"Lobbying contact" has the meaning provided at 2 U.S.C. 1602(8).
The terms "agency," "influencing or attempting to influence," "officer or employee of an agency," "person," "reasonable
compensation," and "regularly employed" are defined in the FAR clause of this solicitation entitled "Limitation on Payments to
Influence Certain Federal Transactions" (52.203-12).
(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled "Limitation on Payments to
Influence Certain Federal Transactions" (52.203-12) are hereby incorporated by reference in this provision.
(c) Certification. SELLER hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or
will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this
contract.
(d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror
with respect to this contract, SELLER shall complete and submit, with its offer, to COMPUTER CONVERSIONS CORP. OMB Standard Form LLL,
Disclosure of Lobbying Activities, to provide the name of the registrants. SELLER need not report regularly employed officers or
employees of the offeror to whom payments of reasonable compensation were made.
(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31
U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure
required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than
$100,000, for each such failure.
2. FAR 52.209-5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters
(a)(1) SELLER certifies, to the best of its knowledge and belief, that--
(i) SELLER and/or any of its Principals--
(A) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal
agency;
(B) Have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for:
commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state,
or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating
Federal criminal tax laws, or receiving stolen property;
(C) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the
offenses enumerated in subdivision (a)(1)(i)(B) of this provision; and
(ii) SELLER has not, within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal
agency.
(D) Have not, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that
exceeds $3,000 for which the liability remains unsatisfied.
(1) Federal taxes are considered delinquent if both of the following criteria apply:
(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if
there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally
determined until all judicial appeal rights have been exhausted.
(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full
payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.
(2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to
seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the
taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.
(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice
under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to
further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to
contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent
tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the
taxpayer has exercised all judicial appeal rights.
(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments
and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to
make full payment.
(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed
under 11 U.S.C. 362 (the Bankruptcy Code).
(2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary
management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division, or
business segment; and similar positions).
(b) SELLER shall provide immediate written notice to COMPUTER CONVERSIONS CORP. if, at any time prior to contract award, SELLER learns that
its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
(c) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when
making award. If it is later determined that SELLER knowingly rendered an erroneous certification, in addition to other remedies
available, COMPUTER CONVERSIONS CORP. may terminate this contract for default.
3. FAR 52.222-22 Previous Contracts and Compliance Reports
SELLER represents that if SELLER has participated in a previous contract or subcontract subject to the Equal Opportunity clause (FAR
52.222-26) (a) SELLER has filed all required compliance reports and (b) that representations indicating submission of required
compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.
4. FAR 52.222-25 Affirmative Action Compliance
SELLER represents: (a) that SELLER has developed and has on file at each establishment, Affirmative Action programs required by the
rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (b) that in the event such a program does not presently
exist, SELLER will develop and place in operation such a written Affirmative Action Compliance Program within one-hundred twenty
(120) days from the award of this Contract.
(b) Paragraph (a) applies only to the extent (1) SELLER performs work in the United States, or (2) recruits employees in the United States to Work on this Contract.
DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS) FLOWDOWN PROVISIONS FOR SUBCONTRACTS/PURCHASE ORDERS FOR COMMERCIAL ITEMS UNDER A U.S. GOVERNMENT PRIME CONTRACT
A. INCORPORATION OF DFARS CLAUSES
The Defense Federal Acquisition Regulation Supplement (DFARS) clauses referenced below are incorporated herein by reference,
with the same force and effect as if they were given in full text, and are applicable, including any notes following the clause citation,
to this Contract. If the date or substance of any of the clauses listed below is different from the date or substance of the clause
actually incorporated in the Prime Contract referenced by number herein, the date or substance of the clause incorporated by said
Prime Contract shall apply instead. The Contracts Disputes Act shall have no application to this Contract. Any reference to a
"Disputes" clause shall mean the "Disputes" clause of this Contract.
B. GOVERNMENT SUBCONTRACT
(a) This Contract is entered into by the parties in support of a U.S. Government contract.
(b) As used in the DFARS clauses referenced below and otherwise in this Contract:
1. "Commercial Item" means a commercial item as defined in FAR 2.101.
2. "Contract" means this contract.
3."Contracting Officer" shall mean the U.S. Government Contracting Officer for COMPUTER CONVERSIONS CORP.'s government prime contract
under which this Contract is entered.
4."Contractor" and "Offeror" means the SELLER, which is the party identified on the face of the Contract with whom Lockheed
Martin is contracting, acting as the immediate subcontractor to COMPUTER CONVERSIONS CORP..
5."Prime Contract" means the contract between COMPUTER CONVERSIONS CORP. and the U.S. Government or between COMPUTER CONVERSIONS CORP. and
its higher-tier contractor who has a contract with the U.S. Government.
6."Subcontract" means any contract placed by SELLER or lower-tier subcontractors under this Contract.
C. NOTES
The following notes apply to the clauses incorporated by reference below only when specified in the parenthetical phrase following
the clause title and date.
1. Substitute "COMPUTER CONVERSIONS CORP." for "Government" or "United States" throughout this clause.
2. Substitute "COMPUTER CONVERSIONS CORP. Procurement Representative" for "Contracting Officer", "Administrative Contracting Officer", and
"ACO" throughout this clause.
3. Insert "and COMPUTER CONVERSIONS CORP." after "Government" throughout this clause.
4. Insert "or COMPUTER CONVERSIONS CORP." after "Government" throughout this clause.
5. Communication/notification required under this clause from/to SELLER to/from the Contracting Officer shall be through
COMPUTER CONVERSIONS CORP..
6. Insert "and COMPUTER CONVERSIONS CORP." after "Contracting Officer", throughout the clause.
7. Insert "or COMPUTER CONVERSIONS CORP. PROCUREMENT REPRESENTATIVE" after "Contracting Officer", throughout the clause.
D. AMENDMENTS REQUIRED BY PRIME CONTRACT
SELLER agrees that upon the request of COMPUTER CONVERSIONS CORP. it will negotiate in good faith with COMPUTER CONVERSIONS CORP. relative to amendments to this Contract to incorporate additional provisions herein or to change provisions hereof, as COMPUTER CONVERSIONS CORP. may reasonably deem necessary in order to comply with the provisions of the applicable Prime Contract or with the provisions of
amendments to such Prime Contract. If any such amendment to this Contract causes an increase or decrease in the cost of, or the
time required for, performance of any part of the Work under this Contract, an equitable adjustment shall be made pursuant to the
"Changes" clause of this Contract.
E. PRESERVATION OF THE GOVERNMENT'S RIGHTS
If COMPUTER CONVERSIONS CORP. furnishes designs, drawings, special tooling, equipment, engineering data, or other technical or proprietary
information (Furnished Items) which the U. S. Government owns or has the right to authorize the use of, nothing herein shall be
construed to mean that COMPUTER CONVERSIONS CORP., acting on its own behalf, may modify or limit any rights the Government may have to
authorize SELLER's use of such Furnished Items in support of other U. S. Government prime contracts.
F. PROVISIONS OF THE DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS)
The following DFARS clauses apply to this Contract:
DFARS 252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL (DEC 2012) (Applies when FAR 52.203-13 applies to this
Contract.)
DFARS 252.204-7008 EXPORT-CONTROLLED ITEMS (APR 2010)
DFARS 252.211-7003 ITEM IDENTIFICATION AND VALUATION (JUN 2011) (Applies if this Contract requires the Work to contain
unique item identification. In (c)(3)(i), (c)(4)(i), (d), (e), and (f) "Contractor" shall mean "Subcontractor;" all reports required to be
submitted under this clause shall be submitted to COMPUTER CONVERSIONS CORP. at a location to be provided; delete paragraph (g) and insert
the following in lieu thereof: "(g) Lower-Tier Subcontracts. SELLER shall include this clause, including this paragraph (g), in all lower
tier subcontracts issued under this Subcontract for the acquisition of components identified herein as requiring UID.)
DFARS 252.223-7001 HAZARD WARNING LABELS (DEC 1991) (Applies if this Contract requires the delivery of hazardous materials.)
DFARS 252.223-7002 SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES (MAY 1994) (Applies only if the articles furnished under this Contract contain ammunition or explosives, including liquid and solid propellants. Notes 2, 3, and 5 apply to paragraphs g(1)(i) and e(1)(ii). Note 3 applies. Delete 'prime" in g(1)(ii) and add "and COMPUTER CONVERSIONS Procurement Representative." Delete in g(1)(ii) "substituting its name for references to the Government.")
DFARS 252.223-7003 CHANGE IN PLACE OF PERFORMANCE - AMMUNITION AND EXPLOSIVES (DEC 1991) (Applies if DFARS 252.223-7002 applies to this Contract. Notes 2 and 4 apply.)
DFARS 252.223-7007 SAFEGUARDING SENSITIVE CONVENTIONAL ARMS, AMMUNITION, AND EXPLOSIVES (SEP 1999) (Applies if this Contract is for the development, production, manufacture, or purchase of arms, ammunition, and explosives or when arms, ammunition, and explosives will be provided to SELLER as Government Furnished Property.)
DFARS 252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM (MAY 2011) (Note 2 applies.)
DFARS 252.225-7001 BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (DEC 2012) (Applies if the Work contains other
than domestic components. Applies in lieu of FAR 52.225-1.)
DFARS 252.225-7007 PROHIBITION ON ACQUISITION OF UNITED STATES MUNITIONS LIST ITEMS FROM COMMUNIST CHINESE
MILITARY COMPANIES (SEP 2006)(Applies if SELLER is supplying items on the U.S. Munitions list.)
DFARS 252.225-7009 RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTY METALS (JUN 2012) (Applies if
the Work to be furnished contains specialty metals. Paragraph (d) is deleted.)
DFARS 252.225-7021 TRADE AGREEMENTS (NOV 2012) (Applies if the Work contains other than U.S.-made, qualifying country, or
designated country end products. Applies in lieu of FAR 52.225-5.)
DFARS 252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC ENTERPRISES AND NATIVE HAWAIIAN
SMALL BUSINESS CONCERNS (SEP 2004) (Applies if this Contract exceeds $500,000. Note 2 applies to paragraph (c) the first time
"Contracting Officer" appears.) In subparagraph (f)(1) "Contractor" shall mean "COMPUTER CONVERSIONS CORP.." COMPUTER CONVERSIONS CORP. shall have no liability to SELLER for any incentive payment under this clause unless and until the Government provides said incentive payment
to COMPUTER CONVERSIONS CORP..)
DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA - NON-COMMERCIAL ITEMS (FEB 2012) (Applies in lieu of FAR 52.227-14. Applies to the extent specified in DFARS 252.227-7015.)
DFARS 252.227-7014 RIGHTS IN NON-COMMERCIAL COMPUTER SOFTWARE AND NON-COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION (FEB 2012) (Applies in lieu of FAR 52.227-14.)
DFARS 252.227-7015 TECHNICAL DATA - COMMERCIAL ITEMS (DEC 2011)
DFARS 252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS - COMPUTER SOFTWARE (SEP 2011)
DFARS 252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (JUN 2012)
DFARS 252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES (JAN 2007) (Applies if this Contract is for (i) parts identified as critical safety items; (ii) systems and subsystems, assemblies, and subassemblies integral to a system; or (iii) repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system. Contractor shall provide notifications to COMPUTER CONVERSIONS and the contracting officer identified to SELLER.)
DFARS 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA (MAY 2002) (Applies in lieu of FAR 52.247-64 in all Contracts for ocean transportation of supplies. In the first sentence of paragraph (g), insert a period after Contractor and delete the balance of the sentence. Paragraph (f) and (g) shall not apply if this Contract is at or below $150,000. Notes 1 and 2 apply to paragraph (g).)
DFARS 252.247-7024 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (MAR 2000) (Applicable if this Contract meets the criteria set forth in paragraph (b) (2) (ii) of the clause. Notes 1 and 2 apply.)
DFARS 252.249-7002 NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION (OCT 2010) (Applies if this Contract
exceeds $650,000. Note 2 applies. Delete paragraph (d) (1) and the first five words of paragraph (d)(2).)
Quality System Inspection Requirements:
Suppliers shall maintain a Quality Assurance Program that at a minimum shall contain the following:
Material and parts control,
Calibration system in accordance with ISO 10012-1 Quality Assurance requirements for Measuring & Test Equipment, ISO17025 Part 1 and Z5403,
Calibration Laboratories and Measuring & Test Equipment-General NIST Requirements, or equivalent will be used by the supplier.
Calibration recall system for test and measurement,
Production inspection and testing as applicable,
Procurement records,
Non-conforming Material Control,
Material Handling, storage, and record retention.
The system shall assure that all parts and assemblies submitted to Computer Conversions Corp. (CCC) conform to the applicable drawings, specifications, and other purchase order requirements.
The supplier will be responsible for all inspections and tests required to substantiate product conformity.
The supplier shall execute this responsibility not ony during it's own production operations, but also in any procurement made in fullfillment of a CCC purchase order.
The supplier shall provide objective evidence of product conformity when requested, regardless of the manufacturing source.
