Subcontractor / Vendor / Supplier Terms

 

Pragmatics Purchase Order Terms and Conditions

1. EFFECTIVE DATE: Purchase Order (PO) is accepted and becomes effective when Seller commences work ordered by Pragmatics, Inc. (hereinafter may be referred to as “Pragmatics” or “Buyer”).

2. NO ADDITIONAL CONDITIONS: Any additional or different terms or conditions proposed by Seller shall not become a part of this Purchase Order unless expressly accepted in writing by Pragmatics. Pragmatics’ offer to purchase is conditioned upon Seller’s acceptance of all the terms and conditions set forth in this Purchase Order without alteration of any kind.

3. ASSIGNMENT: This Purchase Order, any interest therein, or any of Seller’s duties shall not be assignable or delegable by Seller, voluntarily or involuntarily, without Pragmatics’ prior written consent. Except as listed in the Purchase Order, Seller may not subcontract in whole or in part, the performance of its duties hereunder without Pragmatics’ prior written consent.

4. LOWER-TIER SUBCONTRACTS: Subcontractors in support of a U.S. Government Prime Contract or Subcontract procuring services or items meeting the Federal Acquisition Regulation (FAR) definition of a commercial item shall include the flow-down of all FAR and DFARS clauses, in all purchase orders or lower-tier subcontracts awarded by Subcontractor to perform any portion of the work.

5. CHANGES: Pragmatics shall have the right to make changes in the specifications, quantities, or other terms of goods or services ordered. No change, modification, termination, or waiver of this agreement, or any of the provisions hereof, shall be binding upon Pragmatics unless made in writing and signed on its behalf by an authorized representative.

6. WAIVER OF TERMS AND CONDITIONS: Waiver by Pragmatics of any provision hereof shall not constitute a waiver of any other provision nor shall it affect in any manner any right or remedy of Pragmatics in the event of any breach or default.

7. DELIVERY: Time is of the essence to Pragmatics. Tender of the goods or services shall be made in the manner and on the date(s) specified.

8. PRICING AND RISK OF LOSS: All prices payable by Buyer for the Product are stated in the PO and include the cost of packaging and delivery and shall be on the delivery term specified in the PO to the specified destination. Unless otherwise specified in this PO, title to the Product covered by this PO and all risk of loss or damage to such Product shipped shall be in Seller, irrespective of FOB or other delivery terms, and shall remain in the Seller until the Product have been delivered to Buyer’s applicable facility and have been accepted at that facility.

9. QUALITY: Seller shall meet all quality requirements of Buyer and all quality requirements of Buyer’s customers, including, but not limited to, all applicable plans, specifications, and other contract descriptions, as set forth on the face of the PO. The quality of the Product shall be subject to the satisfaction of the Buyer, who shall be entitled to reject non-conforming Product. Buyer or its designated representative or government agency shall have the right from time to time during business hours after reasonable notice to the Seller to (i) inspect the Product wherever it is located: (ii) remove samples of the Product for inspection and testing, and (iii) obtain factory site and other information from the Seller to confirm conformance of the Product with agreed specifications. No such inspection, testing or inquiry shall be deemed to be or result in any variation of any of the Seller’s obligations or a waiver of Buyer’s rights.

10. PACKAGING AND SHIPPING: All Product covered by this PO, unless otherwise directed on the PO or in a writing signed by Buyer’s authorized representative, shall be suitably marked and shipped in accordance with the requirements of common carriers and when transportation costs are payable by the Buyer, in a manner to secure the lowest transportation cost. Seller shall pay all additional costs related to delivery of late shipments.

11. PAYMENT: Pay when Paid. Pragmatics will pay approved Seller invoices within ten (10) days of receiving payment from the Client. By submitting a request for payment, Seller certifies he or she has paid all lower tier subcontractors, vendors, and consultants for services or supplies furnished under the Purchase Order. Payment may be delayed during any time that Seller’s insurance is not in compliance with Section 12 requirements. Receipt of final payment shall release Pragmatics, its officers, agents, and employees of and from all liabilities, obligations, claims, and demands whatsoever under or arising from this Purchase Order.

12. TAXES: Seller is liable for and shall pay all taxes and charges imposed on or measured by this Purchase Order. However, prices shall not include any taxes or charges for which Pragmatics has furnished an exemption certificate unless otherwise stated in the Purchase Order.

13. INSURANCE: Seller shall, at all times, carry general liability insurance, statutory worker’s compensation automobile and employer’s liability insurance; coverage limits shall include:

  • Worker’s Compensation and Employer’s Liability Insurance, or equivalent coverage, as required or prescribed by law, with minimum employer liability limit of $1,000,000 for accidental bodily injury or death, or for occupational disease;
  • Comprehensive General Liability with minimum limits of $1,000,000 per occurrence;
  • Automobile Liability Insurance with minimum limits of $200,000 per person and $500,000 per accident or occurrence for bodily injury and $20,000 per accident or occurrence for property damage.
  • Professional Liability Insurance shall be obtained, as applicable.

A certificate from the Seller’s insurance company verifying that the above insurance requirements are met shall be submitted to prior to the commencement of any work. Pragmatics shall always be identified as Additional Insured on Seller’s general liability policy. Seller must provide written notice of cancellation or substantive change in Seller’s insurance coverage.

14. TERMINATION AND STOP WORK: Pragmatics has the right to terminate all or any part of this Purchase Order by written notice to Seller. Upon receipt of such notice, Seller shall discontinue all work pertaining thereto except for work specifically required for compliance with the instructions of the cancellation notice. Payment to Seller pursuant to this clause will be based upon the percentage of the work satisfactorily performed up to the notice of cancellation. Seller shall not be entitled to any prospective profit or damages because of cancellation. In no event shall the amount paid to Seller exceed the Purchase Order value. Seller shall include the substance of this provision in any subcontracts or purchase orders placed in fulfillment of this Purchase Order. If Seller fails to comply with any of the requirements, terms and conditions of this Purchase Order, Pragmatics shall have the authority to stop work of the Seller affected by such failure until such failure is remedied or to terminate this Purchase Order in accordance with the terms of this Section 13. No part of the time lost due to any such stop orders shall be made the subject of a claim for extension of time or increased cost or damages by Seller. In addition, Pragmatics may terminate this Purchase Order at any time if the Seller violates any federal, state, and/or local laws and/or regulations.

15. INDEMNITY: Seller agrees to indemnify and hold harmless Pragmatics from all liabilities and losses arising from damages, demands, claims, suits, costs, and expenses including reasonable legal fees and other expenses of litigation for (a) all injuries to and death of persons or for loss of or damage to property, (b) for any extra cost or expense incurred by Seller as a result of having to repeat work or render other services based upon a determination by Pragmatics that the services performed and/or deliverables provided by Seller were deficient, and (c) damages sustained by the Seller from any third party claim, action or determination, arising out of or related to the performance of this Purchase Order by Seller, its agents, or employees or lower‐tier subcontractors except such liabilities or losses as are attributable to the negligence, reckless misconduct or willful or wanton conduct of Pragmatics, its agents, or employees.

16. PATENT/COPYRIGHT INDEMNITY: Seller warrants that the sale or use of its products or services will not infringe on any U.S. or foreign patents or copyrights. Seller agrees to indemnify and hold Pragmatics and Pragmatics’ client harmless against all judgments, decrees, costs and expense resulting from such alleged infringements. Seller will, upon Pragmatics’ request and at Seller’s sole expense, defend any suit or action which may be brought against Pragmatics or Pragmatics’ client by reason of any alleged infringement of any patent or copyright in the sale or use of Seller’s products or services.

17. CONFIDENTIALITY: Seller agrees that any and all information which is provided to Seller by Pragmatics or any client or third party of Pragmatics, or which is produced or developed by Seller in the course of the relationship pursuant to this Purchase Order, is or may be information to be treated as confidential information. This confidential information shall be used by Seller solely for the purpose of performing the services and fulfilling the obligations under this Purchase Order and for no other purpose, and only by the Seller, Seller’s employees and other Personnel of Seller with a “need to know” and those who have undertaken obligations of confidentiality and limited use consistent with those set forth herein. The Seller shall not disclose any confidential information concerning this Purchase Order to any third party except as herein specified without prior written consent of the Pragmatics. Seller agrees to protect the disclosed confidential information by using the highest degree of care that is commercially reasonable to prevent the unauthorized disclosure, use, dissemination or publication of the confidential information. Nothing herein shall be construed or interpreted to limit, or in any way restrict, the rights of the Government in regard to data, tooling or designs its own or has a right to use, including its right to authorize a subcontractor’s use of such data, tooling or designs.

18. WARRANTIES AND STANDARDS OF CARE: (1) Seller warrants the work, goods or services to be of good quality and free from any and all defects, and that the work, goods or services will conform to the requirements of this Purchase Order, including all Attachments and subsequent Modifications to Purchase Orders. Seller agrees to repair or replace, at its expense, any and all workmanship or materials or other portions of the work, goods or services that do not conform to this warranty within the first twelve (12) months following the date of acceptance of the work, goods or services by Pragmatics. Such rights shall be enforceable also by Pragmatics customers, and shall be assignable to them. Any items corrected or furnished in replacement shall also be subject to all the provisions of this warranty to the same extent as items initially furnished. Such rights are not exclusive and Pragmatics reserves any and all other rights provided by this Purchase Order or law. (2) If Seller is providing Professional Services, Seller shall comply with all applicable Standards of Care in the conduct of the work issued by this Purchase Order. Seller shall, without additional compensation, correct or revise any errors or deficiencies in the services and shall be liable to Pragmatics in accordance with applicable law for all damages to the Government (Client) caused by Sellers negligent performance of the services or breach of this Purchase Order.

19. INTELLECTUAL PROPERTY: The Seller shall indemnify and hold Buyer and its customers harmless from all claims, losses, suits, damages, liability, and all expenses, (including but not limited to reasonable attorney’s fee) arising out of or related to any such actual patent, copyright, trademark or other property rights infringement or alleged direct or contributory infringement by reason of the manufacture, use or sale of the Product.

20. REMEDIES: In the event Seller fails to perform in accordance with the PO (“Breach”), without limiting the generality of the foregoing, should any Product fail to conform to the warranties, or should Seller or any Product provided by Seller fail to meet any of the conditions or specifications set forth, and without prejudice to any other rights or remedies it may have under applicable law or in equity, Buyer shall have the right, after any applicable cure period, to recover from the Seller any and all mitigated losses and reasonable additional expenses incurred by Buyer arising from Seller’s Breach, and at Buyer’s option:

a) Require the Seller promptly cure such Breach with conforming delivery at no additional charge or expense to Buyer and/or,

b) Reject any non-conforming Product, cancel any and all outstanding deliveries, cover by purchasing replacement Product from one or more other suppliers.

21. CODE OF BUSINESS CONDUCT AND ETHICS: Seller shall conduct its business in strict compliance with all applicable laws and regulations and with a strong commitment to the highest standards of business ethics. It is the Buyer’s policy to enter into supplier and subcontractor agreements only with companies that have a demonstrated record of and a commitment to the highest ethical standards.

Seller hereby represents and certifies that with respect to any products and/or services to be furnished to Buyer, Seller has complied and will comply with all applicable laws and regulations and has adhered and will adhere to the principles and standards set forth in the Code.

If Seller has cause to believe that Buyer or any employee or agent of Buyer has acted improperly or unethically, Seller hereby represents and certifies that Seller will promptly report such actions to Buyer. Such reports can be made anonymously to Buyer’s Ethics Hotline at (703) 890-8329 or Ethics_Officer@Pragmatics.com.

22. DRUG AND ALCOHOL FREE WORKFORCE: Seller warrants and agrees that Seller’s Personnel shall not perform services hereunder or be allowed access to any project or office site while under the influence of alcohol or any controlled substance, including, but not limited to, marijuana, hashish, cocaine, hallucinogens, depressants, and stimulants (unless in accordance with the properly prescribed dosage for current personal treatment by a licensed physician as documented by a written prescription), or while a measurable presence of alcohol or such substances has been or can be shown by a breathalyzer, urine or blood test. If a member of Seller’s Personnel is removed from or denied access to any project or office site due to actual or reasonable suspicion of alcohol and/or controlled substance use, Seller is responsible and assumes all liability for immediately and safely removing the impaired person and the person’s vehicle from such site. Seller agrees that all members accessing a project or office site shall be subject to reasonable cause or periodic random testing to ensure compliance with this Section 21. Failure of Seller to comply with any provision of this Section 21 shall constitute a material breach and shall be subject to the terms and conditions under Section 13. Seller shall comply with all applicable laws in the adoption, implementation and enforcement of its own substance abuse policy. Seller agrees to have its substance testing program subject to audit upon request by Pragmatics.

23. EQUAL OPPORTUNITY: It is the policy of Pragmatics to administer all company actions and procedures in compliance with all provisions relating to Equal Employment Opportunity, employment advancement of qualified handicapped individuals, disabled veterans and Vietnam veterans, and the implementing rules of the Secretary of Labor. Seller agrees through acceptance of this Purchase Order to abide by all provisions of this policy.

24. LEGAL CONSTRUCTION AND INTERPRETATION: This Purchase Order and any issues, claims, disputes, or any other matter, issue, or question of interpretation arising hereunder between Pragmatics and Seller shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, notwithstanding any conflicts of laws principles which may be applied or invoked directing application of the laws of another jurisdiction.  Notwithstanding the above, disputes involving the U.S. Government shall be governed solely by Federal law. 

25. DISPUTES: The parties agree to use Alternative Dispute Resolution as the first means of resolving disputes. This includes but is not limited to referral of the matter under dispute to the senior management of both parties for discussion/negotiation and resolution. Should all prior courses of action be unsuccessful in resolving the dispute, than except as otherwise provided herein, all claims, disputes, controversies and other matters in question between the parties arising from or relating to this Agreement, which cannot be resolved through consultation and negotiation, shall be settled by binding arbitration in accordance with the Rules of the American Arbitration Association in effect at the time arbitration is demanded. Either party may serve upon the other party by certified mail a written demand that the claim, dispute, controversy or other matter in question be arbitrated specifying in reasonable detail the nature of the dispute, claim, controversy or other matter in question to be submitted to arbitration. A demand for arbitration shall be made within a reasonable time after the dispute, claim, controversy or other matter in question has arisen, but in no event shall the demand for arbitration be made later than one (1) year after the dispute, claim, controversy or other matter in question accrued or arose. In no instance shall the subcontractor have any rights directly against the Government.

26. CODES, LAWS AND REGULATIONS: All goods and services provided by Seller under this Purchase Order shall comply with all applicable codes, laws, regulations, standards, and ordinances. Seller shall comply with all applicable federal, state, and local laws and regulations, including but not limited to §274A of the Immigration and Nationality Act, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324(a), and the Racketeer Influenced and Corrupt Organization Act, 18 U.S.C. §1962. Seller agrees to indemnify, defend, and hold Pragmatics harmless to the greatest extent possible under applicable law from and against any and all judgments, fines, penalties, amounts paid in settlement and any other amounts reasonably incurred or suffered by Pragmatics (including attorneys’ fees) in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in relation to any and all violations or alleged violations of federal, state, and/or local laws and/or regulations.

27. COMPLIANCE WITH LAWS UNIQUE TO GOVERNMENT CONTRACTS: The Seller agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 327, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51‐58, Anti‐Kickback Act of 1986, 41 U.S.C. 51‐58; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

28. THE FEDERAL ACQUISITION REGULATION AND DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT CLAUSES LISTED BELOW ARE INCORPORATED BY REFERENCE:

I. Definitions

As used throughout this Subcontract, the following terms shall have the meanings set forth below:

The Subcontract - This executed contractual agreement between Pragmatic and Seller listing supplies/services to be furnished and the consideration therefore.

Subcontract - The terms “subcontract’, “purchase order,” “order” and “agreement” are interchangeable and include any amendments or change orders.

Buyer or Contractor - The party purchasing the supplies/services (Pragmatic).

Seller, Subcontractor or Vendor - The party that has entered into this subcontract with Pragmatic.

Government - The United States of America or any department or agency thereof.

Head of Agency or Secretary - The Secretary, Under Secretary, Assistant Secretary, or any other head or assistant head of an executive or military department or other federal agency of the Government of the United States of America. The term “his duly authorized representative” means any person or persons or board (other than the Contracting Officer) authorized to act for the Head of the Agency or the Secretary.

Procuring Agency - The department of the Government having cognizance of the prime contract.

Contracting Officer - The person having cognizance on behalf of the Government of the Prime Contract and any other officer or civilian employee of the Government who is properly designated as the Contracting Officer of the procuring agency. The term includes, except as otherwise provided in this subcontract, any authorized representatives of such Contracting Officer acting within the limits of his authority.

Provision - Any part of this subcontract or attachment thereto including, but not limited to, any referenced or incorporated agreement, specification, documentation, data, or any clause(s) or part(s) or combination(s) thereof.

Buyer’s Subcontract Representative - Such associate(s) of the Buyer, as the Seller has received notice from the Buyer, as having authority to act for and in behalf of the Buyer.

Therefore, in the Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations Supplement (DFARS) clauses incorporated herein, unless the context of a clause requires otherwise, “Government” means Buyer, “Contracting Officer” means Buyer’s Procurement or Subcontract Representative or his authorized designee, “Contractor” means Seller, and the revision date of each clause shall be the same as contained in the Prime Contract; and “Prime Contract” means the Government contract identified in This Order and under which This Order was issued.

II. Required Clauses

52.211-15 -- Defense Priority and Allocation Requirements (when required) If the prime contract is a rated order.

This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 CFR 700).

52.234-1 Industrial Resources Developed Under Defense Production Act Title III (Dec 1994) (when included in Pragmatic’s prime contract)

Definitions:

a) Title III Industrial Resource - Materials, services, processes, or manufacturing equipment (including the processes, technologies, and ancillary services for the use of such equipment) established or maintained under the authority of Title III, Defense Production Act (50 U.S.C. App. 2091-2093).

b) Title III Project Contractor - A contractor that has received assistance for the development or manufacture of an industrial resource under 50 U.S.C. App. 2091-2093, Defense Production Act.

The Contractor shall refer any request from a Title III project contractor for testing and qualification of a Title III industrial resource to the Contracting Officer.

Upon the direction of the Contracting Officer, the Contractor shall test Title III industrial resources for qualification. The Contractor shall provide the test results to the Defense Production Act Office, Title III Program, located at Wright Patterson Air Force Base, Ohio 45433-7739.

When the Contracting Officer modifies the contract to direct testing pursuant to this clause, the Government will provide the Title III industrial resource to be tested and will make an equitable adjustment in the contract for the costs of testing and qualification of the Title III industrial resource.

The Contractor agrees to insert the substance of this clause, including paragraph (e), in every subcontract issued in performance of this contract.

 

III. Required Clauses

The following FAR Clauses are incorporated by reference when required.

CLAUSE NO. | DESCRIPTION | WHEN REQUIRED

52.203-6 Restrictions on Subcontractor Sales to the Government (when required) Flowed to all subcontracts which exceed the simplified acquisition threshold.  (at all tiers)

52.203-7 Anti-Kickback Procedures (when required) Subcontracts >$150K (at all tiers)

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (when required) Flowed to all, subcontracts > $150K must certify.

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (when required) Flowed to all, subcontracts > $150K must certify.

52.203-13 Contractor Code of Business Ethics and Conduct (when required) All subcontracts having a value in excess of $5.5M and performance period > 120 days.

 52.203-14 Display of Hotline Poster(s) (when required) All subcontracts except when the subcontract is for the acquisition of commercial items or is performed entirely outside the United States. 

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (when required) All subcontracts over the simplified acquisition threshold. 

52.204-2 Security Requirements (when required) All subcontracts (at all tiers) involving access to classified information.

52.204-9 Personal Identity Verification of Contractor Personnel (when required) When subcontractors are required to have routine physical access to a Federal-controlled information system.

52.209-6 -- Protecting the Governments Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (when required) All subcontracts exceeding $35,000 in value.

52.215-2 Audit and Records-Negotiation (when required) All subcontracts (at all tiers) that exceed the simplified acquisition threshold, except for the acquisition of utility services at rates not exceeding those established to apply uniformly to the general public, plus any applicable reasonable connection charge.

52.215-10 -- Price Reduction for Defective Certified Cost or Pricing Data (when required) All subcontracts (at all tiers) expected to exceed the threshold for submission of cost or pricing data FAR 15.403(a)(1).

52.215-11 -- Price Reduction for Defective Certified Cost or Pricing Data  - Modifications (when required) All subcontracts (at all tiers) expected to exceed the threshold for submission of cost or pricing data FAR 15.403(a)(1).

52.215-12 Subcontractor Certified Cost or Pricing Data (when required) All subcontracts (at all tiers) expected to exceed the threshold for submission of cost or pricing data FAR 15.403(a)(1).

52.215-13 Subcontractor Certified Cost or Pricing Data- Modifications (when required) All subcontracts (at all tiers) expected to exceed the threshold for submission of cost or pricing data FAR 15.403(a)(1).

52.215-14 Integrity of Unit Prices (when required) All subcontracts over the simplified acquisition threshold and for items other than: construction or architect-engineer services; utility services; services where supplies are not required; commercial items; and petroleum products.

52.215-15 Pension Adjustments and Asset Reversions (when required) All subcontracts that meet the requirements in FAR 15.408(g)

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions (when required) All subcontracts that meet the requirements in FAR 15.408(j)

52.215-19 Notification of Ownership Changes (when required) All subcontracts that meet the requirements in FAR 15.408(k)

52.215-23 – Limitations on Pass-Through Charges (when required) All cost-reimbursement subcontracts under this contract that exceed the simplified acquisition threshold, except if the contract is with DoD, then insert in all cost-reimbursement subcontracts and fixed-price subcontracts, except those identified in 15.408(n)(2)(i)(B)(2), that exceed the threshold for obtaining cost or pricing data in accordance with FAR 15.403-4. .

52.219-8, Utilization of Small Business Concerns, in solicitations and subcontracts when the contract amount is expected to exceed the simplified acquisition threshold unless- (1) A personal services contract is contemplated (see FAR 37.104); or (2) The subcontract, together with all of its subcontracts, will be performed entirely outside of the United States and its outlying areas.

52.219-9 Small Business Subcontracting Plan (when required) All subcontracts awarded in excess of $700,000.

52.222-4 Contract Work Hours and Safety Standards - Overtime Compensation (when required) All subcontracts which may require or involve the employment of laborers and mechanics (at all levels).

52.222-21 Prohibition of Segregated Facilities (when required) All subcontracts subject to the Equal Opportunity clause.

52.222-26 Equal Opportunity (when required) All subcontracts that are not exempted under Executive Order 11246.

52.222-35 Equal Opportunity for Veterans (when required) All subcontracts of $150K or more

52.222-36 Equal Opportunity for Workers with Disabilities (when required) All subcontracts over $15K

52.222-37 Employment Reports on Veterans (when required) All subcontracts $150K and more except for commercial items and components

52.222-40 – Notification of Employee Rights Under the National Labor Relations Act (when required) every subcontract that exceeds $10,000 and will be performed wholly or partially in the Unites States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

52.222-41 Service Contract Labor Standards (when required) All subcontracts subject to the Act.

52.222-50 -- Combating Trafficking in Persons (when required) All subcontracts and in all contracts with agents.

52.222-54 – Employment Eligibility Verification (when required) All each subcontract that (1) Is for—(i) Commercial or noncommercial services (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); or (ii) Construction; (2) Has a value of more than $3,500; and (3) Includes work performed in the United States.

52.222-55 -- Minimum Wages Under Executive Order 13658 (when required) All subcontracts, regardless of dollar value, that are subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States.

52.222-62 Paid Sick Leave Under Executive Order 13706 (when required) All subcontracts, regardless of dollar value, that are subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States.

52.223-18 – Encouraging Contractor Policies to Ban Text Messaging While Driving (when required) all subcontracts that exceed the micro-purchase threshold.

52.224-2 Privacy Act (when required) All subcontracts subject to the act regarding record systems.

52.225-8 Duty Free Entry (when required) All subcontracts if supplies identified in the Schedule to be accorded duty-free entry will be imported into the customs territory of the United States; or other foreign supplies in excess of $15,000 may be imported into the customs territory of the United States

52.225-13 Restrictions on Certain Foreign Purchases (when required) All subcontracts (at all tiers)

52.225-14 -- Inconsistency Between English Version and Translation of Contract (when required) All subcontracts.

52.227-1 Authorization and Consent (when required) All subcontracts (at all tiers) in excess of the simplified. acquisition threshold.

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (when required) All subcontracts (at all tiers) in excess of the simplified acquisition threshold.

52.227-3 Patent Indemnity (when required) All subcontracts when FAR 52.227-2 applies.

52.227-9 Refund of Royalties (when required) All subcontracts (at all tiers) if the royalty payment exceeds $250.

52.227-10 Filing of Patent Applications- Classified Subject Matter (when required) All subcontracts (at all tiers) that cover or are likely to cover classified subject matter.

52.227-11 Patent Rights – Ownership by the Contractor (when required) All subcontracts (at all tiers) for experimental, developmental or research work.

52.227-13 Patent Rights – Ownership by the Government (when required) All subcontracts (at all tiers) for experimental, developmental or research work.

52.227-14 Rights in Data – General (when required) All subcontracts

52.228-3 Workers’ Compensation Insurance (Defense Base Act) (when required) All subcontracts at all tiers to which Defense Base Act applies.

52.228-4 -- Workers Compensation and War-Hazard Insurance Overseas (when required) all subcontracts under this contract to which the War Hazards Compensation Act would apply but for the waiver, a clause similar to this paragraph (b) (including this sentence) imposing upon those subcontractors this requirement to provide war-hazard benefits.

52.228-5 Insurance – Work on a Government Installation (when required) subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract.

52.229-10 State of New Mexico Gross Receipts and Compensating Tax (when required) All subcontracts (at all tiers) that meet the criteria in FAR 29.401-6(b) (1 through 3).

52.236-13 Accident Prevention (when required) All subcontracts (at all tiers).

52.237-7 Indemnification and Medical Liability Insurance (when required) All subcontracts (at all tiers) if the effort is for health care services.

52.244-6 -- Subcontracts for Commercial Items (when required) All subcontracts (at all tiers).

52.247-3 Capability to Perform a Contract for the Relocation of a Federal Office and Alternate I (FEB 2006) (when required) Only if subcontractor performs the move on behalf of the prime.

52.247-63 Preference for U.S.-Flag Carriers (when required) Only if international air transportation is anticipated.

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (when required) All subcontracts (at any tier) except those described in paragraph (e)(4).

52.248-1 Value Engineering (when required) All subcontracts $150K or more, but may include in subcontracts of lesser value.

252.203-7001 Prohibition on Persons Convicted of Fraud or other Defense-Contract-Related Felonies (when required) All first tier subcontracts in excess of the simplified acquisition threshold except those for commercial items or components

252.204-7000 Disclosure of Information (when required) Under DoD prime contracts.

252.204-7012 Safeguarding Covered Defense information and Cyber Incident Reporting (when required) Under DoD prime contracts.

252.208-7000 Intent to Furnish Precious Metals as Government-Furnished Material (when required) Only if the items being purchased, contain precious metals.

252.211-7000 Acquisition Streamlining (when required) All subcontracts (at any tier) over $1,500,000

252.219-7003 Small Business Subcontracting Plan (DoD Contracts) (when required) Under DoD prime contracts

252.222-7000 Restrictions on Employment of Personnel (when required) All subcontracts (at all tiers)

252.223-7006 Prohibition on Storage, Treatment and Disposal of Toxic and Hazardous Material (when required) All subcontracts (at all tiers) which require, may require, or permits a subcontractor to treat or dispose of non DoD-owned toxic or hazardous materials.

252.225-7014 Reserved

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (when required) All subcontracts (at all tiers) unless commercial items other than ball bearings or items that do not contain ball or roller bearings.

252.225-7019 Restriction on Acquisition of Anchor and Mooring Chain (when required) All subcontracts (at all tiers) for anchor and mooring chain four inches in diameter and under.

252.225-7025 Restriction on Acquisition of Forgings (when required) All subcontracts at all tiers unless items purchased contain none of the restricted forging items.

252.225-7032 Waiver of United Kingdom Levies – Evaluation of Offerors (when required) All subcontracts (at all tiers) where value is over $1 million with an U.K. firm.

252.225-7037 Evaluation of Offers for Air Circuit Breakers (when required) All subcontracts that involve supplies to be accorded duty-free entry.

252.227-7013 Rights in Technical Data—Noncommercial Items

252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation

252.227-7016 Rights in Bid or Proposal Information (when required) All subcontracts (all tiers)

252.227-7019 Validation of Asserted Restrictions—Computer Software (when required) All subcontracts (at all tiers)

252.227-7033 Rights in Shop Drawings (when required) All subcontracts (at all tiers)

252.227-7037 Validation of Restrictive Markings on Technical Data (when required) All subcontracts (at all tiers) except for commercial items or components.

252.229-7004 Status of Contractor as a Direct Contractor (Spain) (when required) All subcontracts (at all tiers)

252.239-7016 Telecommunications Security Equipment, Devices, Techniques, and Services

252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (when required) All subcontracts (all tiers)

252.246-7003 Notification of Potential Safety Issues (when required) All subcontracts (all tiers)

252.247-7023 Transportation of Supplies by Sea (when required) All subcontracts (at all tiers) except for commercial items or components

252.247-7024 Notification of Transportation of Supplies by Sea (when required) All subcontracts (at all tiers) except for commercial items or components

252.249-7002 Notification of Anticipated Contract Termination or Reduction (when required) All subcontracts (at all tiers) valued at $150K or more

29. LABOR STANDARDS: If this Purchase Order is subject to labor standards, please refer to the following as indicated and checked below. By executing this Purchase Order, the Seller hereby certifies that it will comply with the provisions of all applicable labor standards and will pay all laborers and mechanics (including each helper, apprentice, and trainee), the full amount of wages and bonafide fringe benefits due at the time of payment computed at rates no less than those specified in applicable Wage Determinations.

_____ Service Contract Act (SCA): FAR Subpart 52.222‐41, MAY 1989, SERVICE CONTRACT ACT OF 1965, AS
AMENDED

30. INTEGRATION: This Purchase Order, including all attachments, whether incorporated by reference or otherwise, constitutes the entire Agreement between the parties, the terms of which may not be changed or modified except by an instrument of writing duly signed by Buyer.

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