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Force Protection Inc – ‘10-K’ for 12/31/07 – EX-10.18

On:  Monday, 9/15/08, at 3:19pm ET   ·   For:  12/31/07   ·   Accession #:  1047469-8-10069   ·   File #:  1-33253

Previous ‘10-K’:  ‘10-K/A’ on 10/15/07 for 12/31/06   ·   Next:  ‘10-K’ on 3/26/09 for 12/31/08   ·   Latest:  ‘10-K/A’ on 3/16/12 for 12/31/10   ·   3 References:   By:  SEC – ‘UPLOAD’ on 2/12/09 By:  SEC – ‘UPLOAD’ on 2/2/09 By:  SEC – ‘UPLOAD’ on 12/23/08 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/15/08  Force Protection Inc              10-K       12/31/07   31:5.6M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.60M 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     25K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     26K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     16K 
 5: EX-10.1     Material Contract                                   HTML    124K 
 8: EX-10.11    Material Contract                                   HTML     24K 
 9: EX-10.18    Material Contract                                   HTML    710K 
10: EX-10.40    Material Contract                                   HTML     21K 
11: EX-10.52    Material Contract                                   HTML    113K 
12: EX-10.56    Material Contract                                   HTML     34K 
13: EX-10.57    Material Contract                                   HTML    755K 
14: EX-10.58    Material Contract                                   HTML     26K 
15: EX-10.59    Material Contract                                   HTML     24K 
 6: EX-10.6     Material Contract                                   HTML     28K 
16: EX-10.60    Material Contract                                   HTML     25K 
17: EX-10.61    Material Contract                                   HTML     21K 
18: EX-10.63    Material Contract                                   HTML     23K 
19: EX-10.64    Material Contract                                   HTML     17K 
20: EX-10.65    Material Contract                                   HTML    226K 
21: EX-10.66    Material Contract                                   HTML    115K 
22: EX-10.78    Material Contract                                   HTML     70K 
23: EX-10.79    Material Contract                                   HTML    150K 
24: EX-10.81    Material Contract                                   HTML     22K 
 7: EX-10.9     Material Contract                                   HTML     16K 
25: EX-14       Code of Ethics                                      HTML    214K 
26: EX-21.1     Subsidiaries of the Registrant                      HTML     13K 
27: EX-23.1     Consent of Experts or Counsel                       HTML     15K 
28: EX-23.2     Consent of Experts or Counsel                       HTML     13K 
29: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     18K 
30: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     18K 
31: EX-32.1     Exhibt 32.1                                         HTML     15K 

Exhibit 10.18

SCOPE OF WORK:

1.

171 Vehicles        Delivery: (2) Sept 2996; (10) Oct. 2006; (20) Nov. 2006; (30) Dec. 2006; (32) Jan 2006; (32) Feb 2006; (32) Mar 2006; (13) Apr 2006

2.

CLS Support in accordance with Statement of Work Section C 5

3.

Per Section 8.18 BAE responsible for supplying all materials in accordance with FPI Mater Planning Schedule. BAE and FPI must finalize delivery of materials from BAE to FPI within 20 days after contract execution. BAE responsible for repair/replacement any all expediting, freight charges, and direct cost associated with a rejection/delay/shortage of BAE furnished materials. FPI must notify BAE within 48 hour of discovering any damage, rejection or shortage of ABE furnished material.

4.

FPI BOS Quality System is applicable (See Section 5.2)

5.

FPI proprietary information must be marked with proprietary legend before submittal to BAE

6.

Payment terms net 20 days

SPECIAL TERMS & CONDITIONS, IF APPLICABLE:

NOTE: Contract and contract modifications are available on S/Library/Contracts

BAE SYSTEMS LAND & ARMAMENTS, L.P., GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 1—SUBCONTRACT FORM
03 AUGUST 2006

THIS MODIFICATION NO: 01 TO SUBCONTRACT SCT004135, entered into by and between BAE Systems Land & Armaments L.P., a Delaware registered limited partnership, acting through its Ground Systems Division, address shown above (hereinafter referred to as "GSD"), and Force Protection Industries, Inc., a corporation organized and existing under the laws of the State of Nevada (hereinafter referred to as "Subcontractor" or "Contractor") is issued in accordance with the Changes clause to incorporate negotiated Terms and Conditions throughout Sections 1 through 10.

WHEREAS, GSD and Subcontractor wish to modify the Subcontract.

NOW THEREFORE, in consideration of the foregoing and the undertakings hereinafter set forth, GSD and the Subcontractor do hereby agree to the following:

1.     Subcontract Form

1.1   General Subcontract Information

This Subcontract is issued under:

Unless otherwise agreed to by the parties, GSD shall award Subcontractor fifty percent (50%) of all vehicles ordered under the prime contract as well as all spares and Contractor Logistic Support (CLS) services for the term of the prime contract.

Prime Contract Number: W56HZV-06-D-VB01

1.2   Execution of Required Activity

The Subcontractor shall provide all necessary resources to include but not be limited to labor, material, equipment, facilities, and management to accomplish the effort prescribed herein and shall otherwise fully comply with the terms and conditions of this Subcontract.

The Subcontractor has also represented that it does not require additional GSD or Government Furnished Facilities for completion of the effort prescribed hereunder unless otherwise agreed to by

1

both parties and addressed herein to provide for the allowable use of the stated facilities by the Subcontractor.

1.3   Inclusive Sections

Documents comprising this Subcontract are as follows:

*

Incorporated by reference

1.4   Contract Type

GSD and Subcontractor have negotiated and mutually agreed upon the Subcontract requirements establishing a Firm Fixed Price agreement in the amount of $50,224,667.

1.5   Representations, Certifications and Compliance with Statutes/Regulations

The Subcontractor's Section 11, Representations and Certifications, previously submitted, are incorporated herein by reference and made a part hereof.

In the performance of this Subcontract, the parties shall comply with all applicable statutes and Governmental rules, regulations and orders, to include, but not be limited to, those statutes and Governmental rules related to labor and employment, environmental, and export control.

1.6   Finalization of Technical Data Pack (TDP)

Subcontractor shall provide the preliminary Technical Data Pack for the ILAV to include engineering drawings and data, and the baseline Bill of Material (BOM), collectively referred to as "TDP". As a condition to Subcontractor's acceptance of the Delivery Schedule and Contract Price, GSD agrees to provide at no cost to Subcontractor the engineering resources necessary to finalize the TDP and the (Transition to Production) (TTP) identified in Section 1.8 as soon as possible. For planning purposes Subcontractor estimates three (3) hull design engineers, two (2) cab interior design engineers, and three (3) CAD designers will be required in addition to the TDP for the Marine Corps TAGS.

Subcontractor shall at all times retain control over all design and engineering changes to the TDP and GSD shall not make any final changes without Subcontractor's prior approval.

2

1.7   General Division of Responsibility ("X" Denotes Primary Responsibility)

        The Prime Contract effort shall be principally divided between the parties as follows:

*

Reference General Subcontract Information—Section 1.1

GSD shall provide Subcontractor with pertinent GSD information on, and access to, GSD vehicles at its or other facilities to enable Subcontractor to complete the CLS work. Subcontractor shall provide Spartan with pertinent Subcontractor information on and access to it facilities, with respect to final assembly.

1.8   Manufacturing Engineering

GSD agrees to provide, at no cost to the Subcontractor, complete TTP documentation for the Vehicles to include without limitation, manufacturing processes, fixtures, tooling, routing and work instruction. The TTP shall be sufficient for Subcontractor to create a Vehicle Production Line substantially similar to GSD's Production Line.

1.9   Production License Agreement

The Production License between GSD and Subcontractor is hereby incorporated by reference and is appended hereto as Attachment 10.10. This reference is stated with the same force and effect as if provided in full text.

3

1.10 Export License

GSD shall be responsible for securing all export licenses and other authorizations required in order for the Subcontractor to perform its obligations hereunder for this program.

1.11 Logistic Support Agreement

The Logistic Support Agreement, dated 13 June2006 (informally referred to as "5 Year Agreement") between GSD and Subcontractor is hereby incorporated by reference and is appended hereto as Attachment 10.11. This reference is stated with the same force and effect as if provided in full text.

1.12 Confidentiality

The parties shall comply with the terms of the Confidentiality Agreement signed and dated April 21, 2006.

1.13 Entire Agreement

This Subcontract, including any documents incorporated by reference, is intended to be a complete integration and there are no prior or contemporaneous different or additional agreements pertaining to the subject matter of this Subcontract. Upon Subcontractor's acceptance, this document shall be the complete and exclusive document pertaining to any effort under this Subcontract.

NOTE: Only GSD's Authorized Subcontract Representative and Subcontractor's Authorized Contract Representative have authority to modify this Subcontract on behalf of GSD. All changes and modifications to this Subcontract shall be entered into in accordance with Section 9, Clause 9.3, Changes, of this Subcontract.

1.14 Subcontractor Acceptance

The Subcontractor's acceptance of this Subcontract shall be indicated by affixing authorized signature on two (2) originals of this Subcontract and returning one (1) fully executed original to GSD's Authorized Subcontracts Representative identified in Section 7, Subcontract Administrative Data.

SIGNATURES

[END OF SECTION 1]

4

BAE SYSTEMS LAND & ARMAMENTS L.P., GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 2—SUPPLIES OR SERVICES AND PRICES/COSTS
03 AUGUST 2006

2.1   Base Supplies or Service Requirements

5

Total Program Price: $50,224,667
Total Funding Authorized: $50,224,667
SLINS 001, 002, 003, 004 and 005 are fully funded.

Note: Unit Prices do not include BAE Vehicle build Royalty/License payment requirements. This shall be performed under the Production License in accordance with the terms stated therein.

2.2   Option Requirements

6

Note: Unit Prices do not include BAE Vehicle build Royalty/License payment requirements.

7

BAE SYSTEMS LAND & ARMAMENTS L.P., GROUND SYSTEMS DIVISION
MODIFICATION NO: 01 SUBCONTRACT NO: SCT004135
SECTION 3—DESCRIPTION / SPECIFICATIONS / STATEMENT OF WORK
03 AUGUST 2006

            3.1    The Statement of Work (SOW) as referenced below is hereby incorporated by reference and is stated to include all paragraphs, subparagraphs and referenced performance requirements noted within the subject document and associated supplemental attachments unless otherwise stated.

            3.2    Documents referenced herein are hereby incorporated by reference and are stated to include all paragraphs, subparagraphs and referenced performance requirements noted within the subject document and associated supplemental attachments unless otherwise stated.

            3.3    Attachment References:

8

9

        [END OF SECTION 3]

10

BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 4—PACKAGING AND MARKING
03 AUGUST 2006

4.1   Reserved

4.2   Packaging

        All goods shall be packaged by the Subcontractor in accordance with good commercial practice, unless expressly referenced otherwise within this Subcontract or documents referenced therein, in a manner sufficient to ensure arrival in a condition free of damage and deterioration. Parts packaged in each container shall be wrapped or separated by such protective barrier material to protect surfaces, machined finishes, etc., as is necessary for the particular commodity shipped. Commingling of parts will not be accepted; each item must be packaged in a separate container and so identified. Containers within a container are permissible. GSD reserves the right to reject and/or refuse delivery of goods damaged in transit as a result of improper packaging or material improperly segregated and/or identified. In such cases, goods will be returned to Subcontractor at Subcontractor's expense.

4.3   Labeling of Packaging Cartons, Crates, Etc.

        Subcontractor must label all cartons, crates, etc. All labeling must be legible and easily discernible. All materials, regardless of commodity, assemblies, and all rubber products will bear the following data on the exterior of cartons, crates, etc., either by stenciling or permanently affixed label:

Line 1—Subcontract Number and Subcontractor's Name
Line 2—Subcontractor's Address
Line 3—Ordnance Part Number (and WIP Number, if applicable)
Line 4—Quantity, unit weight
Line 5—Box number                  of                
Line 6—Packing slip fastened to outside of carton, crate, etc.
Line 7—Work Center (if applicable)

4.4   Part Identification

        Every part supplied must be identified by assigned Subcontract Number. The assigned Subcontract Number appears above the face page of the Subcontract. The Subcontract Number may be stamped, engraved, etched or otherwise permanently applied. Small parts (bolts, nuts, screws, washers, springs, gaskets, shims and similar items) will be tagged and/or the box or container in which these parts are packaged shall be marked as stated above.

4.5   Shipment of Rework/Replacement Material

        (A)  Subcontractor shall ship rework/replacement material to GSD clearly identified as "Reworked Material" or "Replacement Material" and state in the Non-Conformance (material) Report (NCR) the number and data specified in Clause D.2, Labeling of Packaging Cartons, Crates, Etc, above, on all correspondence including packing list, invoice, and the Supplier Corrective Action Report (SCAR).

        (B)  Orange tag, otherwise known as "Reject Tag" (GSD Inspection Form 23), which is attached to rejected material when returned to Subcontractor, or similar identifier, shall be attached to the rework/replacement material stating part number, NCR number, and contract number. Do not mix with material reworked on a different Non-Conformance (material) Report (NCR) number or with new material.

        (C)  Regardless of the original production Subcontract number (number used on initial shipment), Subcontractor shall use the Subcontract number under which the material is returned to the Subcontractor on all correspondence including packing list, invoice, and the Supplier Corrective Action Report.

[END OF SECTION 4]

11

BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 5—INSPECTION AND ACCEPTANCE
03 AUGUST 2006

5.1   52.252-2, Clauses Incorporated By Reference (FEB 1998) (Deviation)

        This Subcontract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, GSD will make their full text available. Also, the full text of a clause may be accessed electronically at the following addresses: http://www/desktop.osd.mil or http://www.arnet.gov/far/ or http://farsite.hill.af.mil/

5.2   Quality Assurance System

        The Subcontractor shall provide and maintain a quality control system acceptable to GSD and, when applicable, the Government, for the goods or services purchased under this Subcontract, and the Subcontractor shall permit GSD and the Government to review procedures, practices, processes and related documents to determine such acceptability.

        The quality system shall achieve (1) defect prevention and (2) process control, providing adequate quality controls throughout all areas of Subcontract performance.

        You represent that your performance under this Subcontract shall be in accordance with your quality system, which is in compliance with:

XXX    ISO 9001: 2000 or equivalent*
             QS 9000
             ANSI/ASQ Q9001
             Other, specifically                                     

*FORCE PROTECTION BUSINESS OPERATING SYSTEM

        Certification of compliance for the quality system identified above, by an independent standards organization, or auditor, is not required under this Subcontract at this time. However, you shall attach a copy of any such certification(s) as proof of system compliance, as applicable. At any point during Subcontract performance, GSD and/or GSD's Customer reserve the right to review your system to assess its effectiveness in meeting quality objectives.

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5.3   Reserved

5.4   Acceptance Inspection Equipment (AIE)

        The Subcontractor shall provide all AIE necessary to ensure conformance of components and end items to Subcontract requirements.

        Except as otherwise expressly provided for under this Subcontract, the Subcontractor is responsible for the maintenance and calibration of all inspection and test equipment necessary to ensure that the end item and its components conform to the Subcontract requirements.

        The Subcontractor shall provide all operations required to ensure continued availability of adequate and accurate inspection equipment. As such, the Subcontractor shall establish and maintain a system for the calibration of that equipment used in fulfillment of Subcontract requirements. The calibration system shall prescribe equipment calibration intervals and sources, and may be maintained on the documents normally used by the Subcontractor to define inspection operations.

        GSD and its Customer reserve the right to disapprove, at any time during performance of this Subcontract, any AIE not meeting the requirements of accepted design and calibration. All equipment shall be made available to GSD and its Customer representative, at no additional cost, when required for product verification purposes.

5.5   Data Inspection and Acceptance

        Acceptance of each data item submitted to GSD does not, in itself, constitute approval of the quality of the contents of that data item. GSD reserves the right to review each data item submittal for content quality, either unilaterally or in conjunction with the Subcontractor, or in a joint GSD/Customer/Subcontractor meeting prior to final acceptance of the data item.

        If it is determined by GSD that the quality of the data submitted is unacceptable, the Subcontractor shall be required to correct any deficiencies and resubmit the data item.

        Acceptance of each data item shall be provided in writing by GSD's authorized personnel.

5.6   Government Source Surveillance (GSS)

        Government surveillance is required prior to shipment from your plant. Upon receipt of this Subcontract, promptly notify the Government representative who normally services your plant so that appropriate planning for Government inspection can be accomplished. In the event the representative or office cannot be located, the BAE Systems Authorized Procurement Representative shall be notified immediately. Unauthorized shipment of product without Government source surveillance may result in a withholding of invoice payment.

NOTE: Three (3) days' written notice is required prior to submission for inspection for resident and seven (7) days' for itinerant Government representatives. Obtain Government inspection prior to shipment. Receipt of material without GSS shall be cause for rejection. GSS shall not replace Subcontractor inspection nor relieve Subcontractor of its responsibility for furnishing an acceptable end item.

5.7   Reserved

[END OF SECTION 5]

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 6—DELIVERIES OR PERFORMANCE
03 AUGUST 2006

6.1   52.252-2, Clauses Incorporated By Reference (FEB 1998)(Deviation)

        This solicitation incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, GSD will make their full text available. Also, the full text of a clause may be accessed electronically at the following addresses: http://www/desktop.osd.mil or http://www.arnet.gov/far/ or http://farsite.hill.af.mil/

6.2   Delivery

        A     In the performance of this Subcontract any and all deliveries are to be made in quantities and at times specified within the Subcontract. Delivery shall occur at the place and in the manner indicated in Clause 6.3, Method and Place of Delivery shown below. Delivery is subject to the Subcontractor's receipt of GSD Furnished Material pursuant to Section 8.18 and GSD information pursuant to Section 1.6.

DELIVERY SCHEDULE

ACCELERATED DELIVERIES ARE ACEPTABLE AND ENCOURAGED.

        B     Unless otherwise stated elsewhere within the Subcontract, all deliveries shall be F.O.B. Subcontractor's receiving dock at its plant in the location indicated on the face of the Subcontract. Subcontractor shall ship, pack, identify, and label goods in accordance with the "General Shipping Requirements" identified in Clause 6.4, Shipping.

        C     Subcontractor shall strictly adhere to the delivery and completion schedules specified in this Subcontract. If, at any time, Subcontractor believes it may be unable to comply with the delivery or completion schedules, Subcontractor shall immediately notify GSD's Authorized Subcontract Representative in writing of the probable length of any anticipated delay and the reasons for it, and shall continue to notify GSD's Authorized Subcontract Representative of any material change in the situation. In the event of such notification or of an actual failure by Subcontractor to comply with the delivery or completion schedules, GSD may, in addition to all the other remedies available to GSD hereunder, require Subcontractor, at Subcontractor's expense, to ship goods via air freight or expedited routing to avoid or minimize delay.

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6.3   Method and Place of Delivery

        Method and place of delivery for items stated within Section 2, Supplies or Services and Prices/Costs shall be as follows:

        A     Place: All hardware deliverables shall be shipped to locations TBD in accordance with the DD 250 requirements.

        B     All data items as identified in the Subcontract Data Requirements List (SDRL) shall be issued/shipped to the following location as shown below:

BAE Systems Land & Armaments L.P.
Ground Systems Division
Attention: Terry LaBorde
PO Box 15512
York, PA 17405-1502

        C     Method: All hardware deliverables shall be shipped via common carrier to ensure timely delivery of the product in accordance with Subcontract requirements.

        All data items shall be issued / shipped prepaid by the Postal Service, UPS, Federal Express, or similar service to ensure timely delivery of the data as specified by Subcontract requirements. Advance copies of data items shall be accepted via email transmission to the following address:

terry.laborde@baesystems.com

NOTE: Data items shall be provided in hard copy. Email transaction is only for advance information and does not waive the requirement for data deliverables to be provided in hardcopy format.

6.4   SHIPPING

        Unless otherwise provided in the Subcontract, Subcontractor shall, for the price of goods indicated in the Subcontract as amended if applicable, pack and mark material as specified in accordance with the following instructions; failure to comply will result in a charge-back:

        A     All shipments F.O.B. Subcontractor's loading dock must be shipped collect to GSD.

        B     Shipments less than 150 pounds (no more than 50 pounds per package) must be routed via FEDEX GROUND COLLECT using Account Number 01710448-9 for all shipments to York, PA. For shipments to BAE Systems facilities other than York, PA please contact the GSD Traffic and Distribution Department at the number(s) shown in Paragraph C, below for the appropriate account number.

        C     Shipments of Less Than Truckload (LTL) (i.e., between 150 pounds to 15,000) must use the routing carrier identified by State as shown on the chart below: If Subcontractor's F.O.B. point ZIP code differs from the Subcontractor's Subcontract ZIP code, the Subcontractor must contact the GSD Traffic and Distribution Department at 717-225-8092 or 717-225-8236.

15

NOTE: GSD WILL NOT, reimburse FOB origin charges that are prepaid and added to Subcontractor invoices without prior explicit authorization from GSD's Authorized Subcontract Representative. This includes purchases made on credit card orders.

16

A Valid Subcontract Number MUST appear on shipping documents in the "Shipper's No." or "PO Number" area of the Bill of Lading. For Federal Express waybills—the Subcontract Number must be indicated in the "Your reference" field. Failure to indicate such information on waybills could result in back charges to the Subcontractor. Third party subcontractors MUST also adhere to the same procedure.

        D     The Subcontractor must contact the GSD Traffic and Distribution Department 717-225-8092 or 717-225-8236 for shipping instructions if the shipment is more than a full truckload of 15,000 pounds or Premium Expedite.

NOTE 1: ANY SUBCONTRACTOR SHIPPING WEIGHTS OVER 15,000 POUNDS BY LTL CARRIERS (ROADWAY OR CON-WAY SYSTEMS) WILL BE BACKCHARGED THE DIFFERENCE BETWEEN THE LTL RATE AND A TRUCKLOAD RATE.

NOTE 2: ALL DROP SHIPMENTS SHOULD ADHERE TO THE ABOVE INSTRUCTIONS WITH THE EXCEPTION OF LTL. INSTEAD OF USING THE LTL CARRIER BY STATE SHOWN IN THE CHART ABOVE, DROP SHIPMENTS CAN BE SHIPPED BY ROADWAY OR CON-WAY SYSTEMS. ALL SHIPMENTS SHOULD BE THIRD PARTY BILLING TO BAE SYSTEMS, P.O. BOX 15512, YORK, PA 17405

        E     All shipments must contain a legible packing list for each Subcontract, as well as Certificates of Conformance, if required by the Subcontract. The packing list must contain at least the following information: Subcontractor Name, Entire Part Number, Description of Material, GSD Subcontract Number, Quantity, and reference numbers keyed to any applicable GSD forms such as Engineering Change Notice number (GSD-5018), Requests for Deviation and/or Requests for Waiver number (DD 1694).

        Multiple listing of Subcontracts on a packing list will not be accepted.

        F      All material delivered under this Subcontract must be on shipping pallets. To use a means other than pallets, written authorization must be received from the GSD's Authorized Subcontract Representative. Pallets shall be constructed of high quality raw materials and parts, preferably mixed hardwoods, held together by coated or acid etched .8 penny nails or equivalent staples. Stringers shall be notched to allow four-way (two-fork) entry; entry boards shall be chamfered. The size of the pallet shall conform to the amount of material shipped thereon.

[END OF SECTION 6]

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 7—SUBCONTRACT ADMINISTRATIVE DATA
03 AUGUST 2006

7.1   Subcontractor Administrative Information

        (A)  The Subcontractor is requested to list below the names and telephone numbers of cognizant persons pertaining to Subcontractor's response to this solicitation or resulting Subcontract.

        (B)  Subcontractor shall enter below the full address and attention line (street and number, city, county, state and zip code) for the following requirements under the proposed subcontract:

        (C)  The Subcontractor shall enter below the following information (if none, so state) where electronic messages may be sent to the Subcontractor's Administrator:

Facsimile: 843-329-0380                             Email: miranda.hall@forceprotection.net

        (D)  The Subcontractor represents that the following person are the Authorized Subcontract Representative to negotiate on its behalf with GSD in connection with this Subcontract:

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7.2   Ground Systems Division (GSD) Administrative Information

        (A)  Subcontract Technical Representative

        (B)  Authorized Subcontract Representative

7.3   Invoicing Payment

        (A)  Invoicing: Invoices for this requirement shall either be mailed to the following address or provided via electronic submittal/email as follows:

Electronic Submittal: terry.laborde@baesystems.com

         NOTE:    A copy of each invoice is to be provided to the GSD Authorized Subcontract Representative listed Clause 7.2 (B), above via U.S. mail or electronic submittal.

        (B)  Performance Based Payments—Vehicles/Material Requirements (Ref: Section 2.1 Item 001 through 004).

        Performance Based Payments are an acceptable method of payment under this Subcontract for Vehicle requirements. The payment plan and verification requirement documents are incorporated as follows:

Performance Based Payments Certification—Attachment 10.12
Performance Based Payment Plan—Attachment 10.13

        (C)  Logistic Support Payments—CLS Support Requirement (Ref: Section 2.1 Item 005).

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        Monthly Payments are an acceptable method of payment under this Subcontract for Logistics Support requirements. The payment plan is incorporated as follows:

        Logistic Support Payment Plan—Attachment 10.14

        Payment shall be made to the address provided by the Subcontractor in this Section 7, Clause 7.1, Paragraph (B), Subparagraph (1).

7.4   Payment Terms

        Payment terms shall be Net 20 from GSD receipt of invoice.

[END OF SECTION 7]

20

BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 8—SPECIAL SUBCONTRACT REQUIREMENTS
03 AUGUST 2006

8.1   52.252-2, Clauses Incorporated By Reference (FEB 1998) (Deviation)

        This solicitation incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, GSD will make their full text available. Also, the full text of a clause may be accessed electronically at the following addresses: http://www/desktop.osd.mil or http://www.arnet.gov/far/ or http://farsite.hill.af.mil/

8.2   Option Clause

        During the performance period of GSD's prime contract, GSD reserves the right to exercise options in accordance with terms and performance requirement of this Subcontract for the quantity ranges specified within Section 2, Supplies or Services and Prices/Cost, Subparagraph 2.2, Option Requirements.

8.3   Reserved

8.4   Reserved

8.5   Reserved

8.6   Reserved

8.7   Reserved

8.8   Modifications

        The Subcontract shall not be modified by, or interpreted by reference to, any course of dealing and shall not be modified by any course of performance. No modification of the Subcontract shall be effective unless it is in writing and signed by the party to be charged with the modification.

8.9   Warranty

(A)

Subcontractor warrants that all goods delivered, under this Subcontract shall be conveyed to GSD with good title and shall be rightful and free from any security interest or other lien or encumbrance or rightful claim of any third person by way of infringement or the like. Subcontractor agrees to indemnify GSD and hold GSD harmless against any direct expense, loss or liability for any breach of this warranty.

GSD warrants that all goods delivered under this Subcontract shall be conveyed to Subcontractor with good title and shall be rightful and free from any security interest or other lien or encumbrance or rightful claim of any third person by way of infringement or the like. GSD agrees to indemnify Subcontractor and hold Subcontractor harmless against any direct expense, loss or liability for any breach of this warranty.

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(B)

Until Government Acceptance, each party warrants that all goods and/or services furnished by it to the other party under this Subcontract shall conform to the requirements of this Subcontract if supplied by Subcontractor or the Prime Contract if supplied by GSD (including all applicable descriptions, specifications and drawings) and shall be free from all defects in materials and workmanship.

Goods and services corrected or replaced by either party shall be subject to all of the provisions of this Subcontract in the manner and to the extent as goods and services originally furnished under this Subcontract.

        THERE ARE NO OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

        In no event will either party be liable to the other for consequential or incidental damages arising out of the actual or alleged breach of this Subcontract, even if that party has been advised of the possibility of such damages.

8.10 Indemnification and Insurance

(A)

The Subcontractor shall indemnify, defend and save harmless GSD from any and all claims, losses, damages, expenses, suits or actions whatsoever brought by any person or persons for, or as the result of, any personal injury, including accidental and wrongful death, suffered by any employee of Subcontractor, or any employee of any of Subcontractor's lower-tier Subcontractors, agents or suppliers, while the said employee was in, or within the vicinity of, a GSD facility.

The Subcontractor shall indemnify, defend and save harmless GSD from any and all claims, losses, damages, expenses, suits or actions whatsoever alleging any property damages or personal injuries, including claims for accidental and wrongful death, which may arise or result from Subcontractor's operations or work performed at a GSD facility.

(B)

From the time of commencement of the Subcontract requirements until completion and removal of all remaining materials, supplies and personnel from the worksite, the Subcontractor shall provide and maintain in effect the types and amounts of insurance indicated in this Clause 8.10 with insurance companies satisfactory to GSD. The Subcontractor agrees to carry:



(1)

Worker's compensation insurance for its employees at the GSD facility where the work is being performed, including occupational disease coverage, in accordance with the laws of the state where the work is being performed and employers liability insurance with limits of not less than $1,000,000 for each incident at a GSD facility.



(2)

Automobile liability insurance covering all vehicles owned or used by the Subcontractor in the performance of this Subcontract, with limits of not less than $1,000,000 combined single limit bodily injury and property damage liability.



(3)

Commercial General Liability (CGL) insurance with an "occurrence" basis (including completed operations and contractual liability insuring the indemnity agreement, above) in the amounts of $1,000,000 combined single limit for bodily injury and property damage liability covering all Subcontractor's activities in and around a GSD facility. The commercial general liability insurance must be endorsed naming GSD as an additional insured and must contain the following cross liability statement thereon:

"In the event of claims being made by reason of personal or bodily injuries suffered by any employee or employees of one insured hereunder for which another insured

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hereunder is or may be liable, then this policy shall cover such insured against whom a claim is made or may be made in the same manner as if separate policies had been issued to each insured hereunder."

"In the event of claims being made by reason of damage to property belonging to any insured hereunder for which another insured is or may be liable, then this policy shall cover such insured against whom a claim is made in the same manner as if separate policies had been issued to each insured hereunder."

As an alternative to naming GSD as an additional insured and providing the cross liability statement on the Subcontractor's CGL policy, the Subcontractor may provide a separate owner's protective liability policy naming GSD as the insured with limits of $1,000,000 combined single limit bodily injury and property damage liability, the Subcontractor must submit evidence of the above insurance coverage to GSD before work can begin. The Certificate shall provide that thirty (30) days prior written notice shall be given GSD in the event of cancellation or material change in the policies. Certificates of insurance must contain reference to endorsements (i.e., additional insured, cross liability) as required above.

8.10(A)  GSD Indemnification

        GSD shall indemnify, defend and save harmless the Subcontractor from any and all claims, losses, damages, expenses, suits or actions whatsoever brought by any person or persons for, or as a result of, any personal injury, including accidental and wrongful death, suffered by any employee of GSD, or any employee of any of GSD's subcontractors, agents or suppliers, while the said employee was in, or within the vicinity of Subcontractor's facility.

        GSD shall indemnify, defend and save harmless Subcontractor from any and all claims, losses, damages, expenses, suits or actions whatsoever alleging any property damages or personal injuries, including claims for accidental and wrongful death, which may arise or result from GSD's operations or work performed at a Subcontractor facility.

8.11 Waiver and Severability

        Any action or inaction by either party or the failure of either party, on any occasion, to enforce any right or provision of this Subcontract shall not be constructed to be a waiver by either party of their rights hereunder, and shall not prevent either party from enforcing such provision or right on any future occasion. A determination that any portion of this Subcontract is unenforceable or invalid shall not affect the enforceability or validity of any of the remaining portions of this Subcontract.

8.12 Rights and Remedies

        The rights and remedies of GSD herein are cumulative, and are in addition to any other rights or remedies that GSD may have hereunder.

8.13 Reserved

8.14 Reserved

8.15 Reserved

8.16 Notice Regarding Late Delivery

        If for any reason either party anticipates or encounters difficulties in complying with the Subcontract delivery schedule/dates or in meeting other requirements of the Subcontract, the party shall immediately notify the other party in writing, providing all the pertinent information. This data shall be informational only and its receipt by either party shall not be construed as a waiver of—

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(A)

any delivery schedule or date; or,



(B)

compliance with any other Subcontract requirement by the Subcontractor.

8.17 Responsibility in Subcontracting

        It is the sole responsibility of the Subcontractor to assure performance of their lower-tier subcontractors. Further, the Subcontractor shall be fully responsible for assuring that all appropriate contractual provisions and clauses are passed down to all lower-tier subcontractors, and that those provisions are strictly enforced.

8.18 GSD Furnished Materials

(A)

Material Responsibility

        GSD shall be responsible for the quality, count, distribution and delivery of all items procured by it to be used by Subcontractor. GSD supplied materials rejected by Subcontractor will be replaced or repaired at no cost to Subcontractor to meet the Delivery Schedule. Any expediting, freight charges or direct costs resulting from a rejection, delay or shortage of GSD Furnished Materials will be the responsibility of GSD.

(B)

Subcontractor Claims

        Relative to a Subcontractor claim to recover direct costs resulting from a rejection, delay or shortage of GSD Furnished Materials, Subcontractor shall provide GSD with information to the extent required to allow GSD to assess and evaluate the proposed claim. The proposed claim shall be negotiated and agreed upon by the parties. Further, the Subcontractor shall, to the maximum extent practical, maintain production flows in accordance with Subcontractor's standard manufacturing processes with the aim toward eliminating production work a rounds and Subcontractor claims to recover direct costs resulting from a rejection, delay or shortage of GSD Furnished Materials.

(C)

GSD Furnished Material Notification

        Subcontractor shall promptly, within 48 hours of the discovery, notify GSD of any damage, rejection or shortage of material furnished by GSD and/or its subcontractors. Physical access to the questioned material shall be available to allow GSD to perform analysis, corrective active and repair or replacement. Subcontractor shall provide pertinent information pertaining to the questioned material including Part Number, Description and assumed problem/issue. If applicable, on a monthly basis material issues shall be stated within the Progress Report required by this Subcontract. This information shall be addressed to the GSD Subcontract personnel stated within Section 7 of this Subcontract.

(D)

Subcontracting—Lower-Tiers

        Subcontractor may use lower-tier subcontractors and vendors of its choice; provided that all automotive integration shall be subcontracted through Spartan Chassis.

(E)

GSD Material Listing

        The GSD Material Listing, dated                        2006 agreed to between GSD and Subcontractor is hereby incorporated by reference and is appended hereto as Attachment                        . This reference is stated with the same force and effect as if provided in full text.

        Note: A definitive listing of GSD Furnished Materials and times to be provided shall be agreed to by the parties and provided via modification to this Subcontract within twenty (20) days of Subcontract issuance.

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8.19 Executive Order 13201: Notice of Employee Rights Concerning Payment of Union Dues

NOTE: This Executive Order does not apply to Subcontractors who meet the following criteria:

1.

Employs fewer than 15 people

2.

Establishments at which there is no union formally recognized by the subcontractor being audited; and,

3.

Establishments located in the "Right-to-Work" states of Alabama, Arizona, Arkansas, Florida, Georgia, Idaho, Iowa, Kansas, Louisiana, Mississippi, Nebraska, Nevada, North Carolina, North Dakota, Okalahoma, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia and Wyoming.

        Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union member can object to the use of their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment.

        If you do not want to pay that portion of dues of fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

        For further information concerning your rights, you may wish to contract the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or toll-free number:

        To locate the nearest NLRP office, see NLRB's website at www.nlrb.gov.

8.20 DEPLOYMENT—Contractor personnel deployed in support of the ILAV contract and identified by the Procurement Contracting Officer (PCO) in a separate signed Contractor Letter of Authorization (LOA) are to be granted the following privileges:

a.

Common Access Card (CAC), Geneva Convention Card (DD Form 489), and ration cards.

b.

Army and Air Force Exchange Services Facilities (MIL Exchange) (includes rationed items) (See AR 60-20).

c.

Military Clothing Sales for repair and replacement of issued equipment (See AR 60-20).

d.

Military Banking Facilities and Finance Accounting Office (FAO).

e.

Government transportation (i.e., aircraft, auto, bus, train, etc.) for official government travel.

f.

Morale and Welfare Recreational Facilities (i.e., Clubs, Theaters, Gyms, etc.).

g.

Commissary (including rationed items).

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h.

Issue of petroleum and oil products for Rental and/or Government Vehicles (See AR 60-20).

i.

Billets

j.

Messing facilities.

k.

Customs Exemption.

l.

Medical/Dental services: (Must be Specific, and coordinate with theater Surgeon's office (subject to availability)).

m.

Military postal Services (APO) (subject to availability).

n.

Dependants are not authorized to accompany the contractor.

o.

Contractor is considered as "Key Personnel, Department of the Army Civilian" in connection with the Non-Combatant Evacuation Orders at the equivalent civil service grade listed on the LOA.

p.

If the vendor permits, the named bearer on the LOA is eligible and authorized to use available travel discount rates in accordance with Government contracts and/or agreements. Government Contract City Pair is not available to Contractors.

q.

Emergency medical support will be determined by the appropriate supported commander. Contractor authorization aboard military aircraft will be determined by the supported commander. Necessary identification badges will be determined and provided by the supported command.

8.21 252.225-7040, CONTRACTOR PERSONNEL SUPPORTING A FORCE DEPLOYED OUTSIDE THE UNITED STATES (JUN 2005)

(A)

Definitions. As used in this clause—

Combatant Commander means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161.
Theater of operations means an area defined by the combatant commander for the conduct or support of specific operations.

(B)

General.



(1)

This clause applies when contractor personnel deploy with or otherwise provide support in the theater of operations to U.S. military forces deployed outside the United States in—



(i)

Contingency operations;



(ii)

Humanitarian or peacekeeping operations; or



(iii)

Other military operations or exercises designated by the Combatant Commander.



(2)

Contract performance in support of U.S. military forces may require work in dangerous or austere conditions. The Contractor accepts the risks associated with required contract performance in such operations.



(3)

Contractor personnel are not combatants and shall not undertake any role that would jeopardize their status. Contractor personnel shall not use force or otherwise directly participate in acts likely to cause actual harm to enemy armed forces.



(C)

Support.



(1)

The Combatant Commander will develop a security plan to provide protection, through military means, of Contractor personnel engaged in the theater of operations unless the terms of this contract place the responsibility with another party.

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(2)    (i)     All Contractor personnel engaged in the theater of operations are authorized resuscitative care,
                 stabilization, hospitalization at level III military treatment facilities, and assistance with patient
                 movement in emergencies where loss of life, limb, or eyesight could occur. Hospitalization will be
                 limited to stabilization and short-term medical treatment with an emphasis on return to duty or
                 placement in the patient movement system.

(ii)

When the Government provides medical treatment or transportation of Contractor personnel to a selected civilian facility, the Contractor shall ensure that the Government is reimbursed for any costs associated with such treatment or transportation.



(iii)

Medical or dental care beyond this standard is not authorized unless specified elsewhere in this contract.



(3)

Unless specified elsewhere in this contract, the Contractor is responsible for all other support required for its personnel engaged in the theater of operations under this contract.



(D)

Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its personnel supporting a force deployed outside the United States as specified in paragraph (b)(1) of this clause are familiar with and comply with, all applicable—



(1)

United States, host country, and third country national laws;



(2)

Treaties and international agreements;



(3)

United States regulations, directives, instructions, policies, and procedures; and,



(4)

Orders, directives, and instructions issued by the Combatant Commander relating to force protection, security, health, safety, or relations and interaction with local nationals.



(E)

Pre-deployment requirements. The Contractor shall ensure that the following requirements are met prior to deploying personnel in support of U.S. military forces. Specific requirements for each category may be specified in the statement of work or elsewhere in the contract.



(1)

All required security and background checks are complete and acceptable.



(2)

All deploying personnel meet the minimum medical screening requirements and have received all required immunizations as specified in the contract. The Government will provide, at no cost to the Contractor, any theater-specific immunizations and/or medications not available to the general public.



(3)

Deploying personnel have all necessary passports, visas, and other documents required to enter and exit a theater of operations and have a Geneva Conventions identification card from the deployment center.



(4)

Country and theater clearance is obtained for personnel. Clearance requirements are in DoD Directive 4500.54, Official Temporary Duty Abroad, and DoD 4500.54-G, DoD Foreign Clearance Guide. Contractor personnel are considered non-DoD personnel traveling under DoD sponsorship.



(F)

Processing and departure points. Deployed contractor personnel shall—

27

(1)

Process through the deployment center designated in the contract, or as otherwise directed by the Contracting Officer, prior to deploying. The deployment center will conduct deployment processing to ensure visibility and accountability of contractor personnel and to ensure that all deployment requirements are met;



(2)

Use the point of departure and transportation mode directed by the Contracting Officer; and



(3)

Process through a Joint Reception Center (JRC) upon arrival at the deployed location. The JRC will validate personnel accountability, ensure that specific theater of operations entrance requirements are met, and brief contractor personnel on theater specific policies and procedures.



(G)

Personnel data list.



(1)

The Contractor shall establish and maintain with the designated Government official a current list of all contractor personnel that deploy with or otherwise provide support in the theater of operations to U.S. military forces as specified in paragraph (b)(1) of this clause. The Contracting Officer will inform the Contractor of the Government official designated to receive this data and the appropriate automated system(s) to use for this effort.



(2)

The Contractor shall ensure that all employees on the list have a current DD Form 93, Record of Emergency Data Card, on file with both the Contractor and the designated Government official.



(H)

Contractor personnel.



(1)

The Contracting Officer may direct the Contractor, at its own expense, to remove and replace any contractor personnel who jeopardize or interfere with mission accomplishment or who fail to comply with or violate applicable requirements of this clause. Such action may be taken at the Government's discretion without prejudice to its rights under any other provision of this contract, including the Termination for Default clause.



(2)

The Contractor shall have a plan on file showing how the Contractor would replace employees who are unavailable for deployment or who need to be replaced during deployment. The Contractor shall keep this plan current and shall provide a copy to the Contracting Officer upon request. The plan shall—



(i)

Identify all personnel who are subject to military mobilization;



(ii)

Detail how the position would be filled if the individual were mobilized; and



(iii)

Identify all personnel who occupy a position that the Contracting Officer has designated as mission essential.



(I)

Military clothing and protective equipment.



(1)

Contractor personnel supporting a force deployed outside the United States as specified in paragraph (b)(1) of this clause are prohibited from wearing military clothing unless specifically authorized in writing by the Combatant Commander. If authorized to wear military clothing, Contractor personnel must wear distinctive patches, arm bands, nametags, or headgear, in order to be distinguishable from military personnel, consistent with force protection measures and the Geneva Conventions.

28

(2)

Contractor personnel may wear military-unique organizational clothing and individual equipment (OCIE) required for safety and security, such as ballistic, nuclear, biological, or chemical protective clothing.



(3)

The deployment center, or the Combatant Commander, shall issue OCIE and shall provide training, if necessary, to ensure the safety and security of contractor personnel.



(4)

The Contractor shall ensure that all issued OCIE is returned to the point of issue, unless otherwise directed by the Contracting Officer.



(J)

Weapons.



(1)

If the Contractor requests that its personnel performing in the theater of operations be authorized to carry weapons, the request shall be made through the Contracting Officer to the Combatant Commander. The Combatant Commander will determine whether to authorize in-theater contractor personnel to carry weapons and what weapons will be allowed.



(2)

The Contractor shall ensure that its personnel who are authorized to carry weapons—



(i)

Are adequately trained;



(ii)

Are not barred from possession of a firearm by 18 U.S.C. 922; and



(iii)

Adhere to all guidance and orders issued by the Combatant Commander regarding possession, use, safety, and accountability of weapons and ammunition.



(3)

Upon redeployment or revocation by the Combatant Commander of the Contractor's authorization to issue firearms, the Contractor shall ensure that all Government-issued weapons and unexpended ammunition are returned as directed by the Contracting Officer.



(K)

Vehicle or equipment licenses. Contractor personnel shall possess the required licenses to operate all vehicles or equipment necessary to perform the contract in the theater of operations.



(L)

Purchase of scarce goods and services. If the Combatant Commander has established an organization for the theater of operations whose function is to determine that certain items are scarce goods or services, the Contractor shall coordinate with that organization local purchases of goods and services designated as scarce, in accordance with instructions provided by the Contracting Officer.



(M)

Evacuation.



(1)

If the Combatant Commander orders a mandatory evacuation of some or all personnel, the Government will provide assistance, to the extent available, to United States and third country national contractor personnel.



(2)

In the event of a non-mandatory evacuation order, unless authorized in writing by the Contracting Officer, the Contractor shall maintain personnel on location sufficient to meet obligations under this contract.



(N)

Next of kin notification and personnel recovery.



(1)

The Contractor shall be responsible for notification of the employee-designated next of kin in the event an employee dies, requires evacuation due to an injury, or is missing, captured, or abducted.

29

(2)

In the case of missing, captured, or abducted contractor personnel, the Government will assist in personnel recovery actions in accordance with DoD Directive 2310.2, Personnel Recovery.



(O)

Mortuary affairs. Mortuary affairs for contractor personnel who die while providing support in the theater of operations to U.S. military forces will be handled in accordance with DoD Directive 1300.22, Mortuary Affairs Policy.



(P)

Changes. In addition to the changes otherwise authorized by the Changes clause of this contract, the Contracting Officer may, at any time, by written order identified as a change order, make changes in Government-furnished facilities, equipment, material, services, or site. Any change order issued in accordance with this paragraph (p) shall be subject to the provisions of the Changes clause of this contract.



(Q)

Subcontracts. The Contractor shall incorporate the substance of this clause, including this paragraph (q), in all subcontracts that require subcontractor personnel to be available to deploy with or otherwise provide support in the theater of operations to U.S. military forces deployed outside the United States in—



(1)

Contingency operations;



(2)

Humanitarian or peacekeeping operations; or



(3)

Other military operations or exercises designated by the Combatant Commander.

8.22 52.225-4040 (TACOM), ARMY MATERIEL COMMAND (AMC) ADMINISTRATIVE REQUIREMENTS FOR DEPLOYED CONTRACTORS (JUN 2005)

(A)

In order to maintain accountability of all deployed personnel in the Theater of Operations (see DFARS clause 252.225-7040 for definition), the Contractor shall follow instructions issued by the Army Materiel Commands Logistics Support Element (AMC LSE) or other Contracting Officers designated representative to provide, and keep current, requested data on Contractor Personnel for entry into military personnel database systems.



(B)

The Contractor shall coordinate with the AMC LSE or other Contracting Officers designated representative for logistics support, as follows:



(1)

Upon initial entry into the Theatre of Operations;



(2)

Upon initiation of contract performance;



(3)

Upon relocation of contract performance within the Theatre of Operations; and,



(4)

Upon exiting the Theatre of Operations.

8.23 52.237-4000 (TACOM), CONTRACTOR MANPOWER REPORTING (CMR) (NOV 2005)

        The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address: https://contractormanpower.army.pentagon.mil. The required information includes the following:

(1)

Contracting Office, Contracting Officer, Contracting Officer's Technical Representative;



(2)

Contract number, including task and delivery order number;



(3)

Beginning and ending dates covered by reporting period;

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(4)

Contractor name, address, phone number, e-mail address, identity of contractor employee entering data;



(5)

Estimated direct labor hours (including sub-contractors);



(6)

Estimated direct labor dollars paid this reporting period (including sub-contractors);



(7)

Total payments (including sub-contractors);



(8)

Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each subcontractor if different);



(9)

Estimated data collection cost;



(10)

Organizational title associated with the Unit Identification Code (UIC) for the Army Requiring Activity (the Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information);



(11)

Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on web site);



(12)

Presence of deployment or contingency language; and,



(13)

Number of contractor and sub-contractor employees deployed in theater this reporting period (by country).

        As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement. Reporting period will be the period of performance not to exceed 12 months ending September 30 of each government fiscal year and must be reported by 31 October of each calendar year. Contractors may use a direct SML data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractor's systems to the secure web site without the need for separate data entries for each required data element at the web site. The specific formats for the SML direct transfer may be downloaded from the web site.

        [END OF SECTION 8]

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01—SUBCONTRACT NO: SCT004135
SECTION 9—SUBCONTRACT CLAUSES
03 AUGUST 2006

9.1   52.252-2, Clauses Incorporated By Reference (FEB 1998)(Deviation)

        This Subcontract incorporates one or more clauses by reference with the same force and effect as if they were provided in full text. Upon request, GSD will make their full text available. Also, the full text of a clause may be accessed electronically at the following addresses: http://www/desktop.osd.mil or http://www.arnet.gov/far/ or http://farsite.hill.af.mil/

32

9.2   Federal Acquisition Regulation Text Clauses

9.2.1  Reserved

9.2.2  Reserved

9.2.3  Reserved

9.2.4  Reserved

9.2.5  Reserved

9.2.6  52.252-6, Authorized Deviations in Clauses (APR 1984)

(A)

The use in this solicitation or subcontract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.



(B)

The use in this solicitation or subcontract of any DoD FAR Supplement (DFARS) (48 CFR 2) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.

9.3   Changes

        Changes in the terms and conditions of this Subcontract may be made only by written agreement between the parties.

9.4   Termination

        GSD may terminate this Subcontract for its convenience in whole or in part upon receipt of a Government prime contract termination notice. In the event of such termination, the Subcontractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers to cease work. Subject to the terms of this Subcontract, the Subcontractor shall be paid a percentage of the Subcontract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Subcontractor can demonstrate to the satisfaction of the GSD and/or the Government using its standard record keeping system, have resulted from the termination. The Subcontractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give GSD any right to audit the Subcontractor's records. The Subcontractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

9.5   Termination for Cause

(A)

GSD may, by written notice, terminate the whole or any part of this Subcontract in any of the following circumstances:



(1)

if Subcontractor fails to deliver the goods or to perform the services required by this Subcontract within the time specified herein, or any extension thereof granted by GSD in writing;



(2)

if Subcontractor fails to perform any material provision of this Subcontract or so fails to make progress as to endanger performance of this Subcontract and, if in either of these two circumstances, Subcontractor does not cure such failure within a period of eight (8) working days after receipt of written notice from GSD specifying such failure. The Subcontractor shall prepare a recovery plan acceptable to GSD provided a cure can not be determined within the above stated eight (8) working days;



(3)

Subcontractor files or declares bankruptcy; or

33

(4)

in the event of suspension of Subcontractor's business, insolvency, liquidation proceedings by or against Subcontractor, appointment of a trustee or receiver for Subcontractor's property or business, or any assignment, reorganization or arrangement by Subcontractor for the benefit of creditors.



(B)

If GSD terminates this Subcontract in whole or in part, it may acquire, under the terms and in the manner GSD considers appropriate, goods or services similar to those terminated, and Subcontractor will be liable to GSD for any excess costs for those goods or services. However, Subcontractor shall continue the work not terminated.



(C)

GSD may require Subcontractor to transfer title and deliver to GSD in the manner and to the extent directed by GSD for—



(1)

any completed goods; and,



(2)

such partially completed goods, materials, and fixtures paid for by GSD (hereinafter called manufacturing materials) as Subcontractor has produced or acquired for the performance of this Subcontract, including the assignment to GSD of Subcontractor's lower-tier subcontracts. Subcontractor shall protect and preserve property in possession of Subcontractor in which GSD has an interest.



(D)

Payment for completed goods delivered to and accepted by GSD shall be at the Subcontract price. Payment for manufactured materials delivered to and accepted by GSD, and for the protection and preservation of property, shall be at a price determined in the same manner as provided in Clause 9.4, Termination hereof, except that Subcontractor shall not be entitled to profit. Failure to agree will be a dispute under Clause 9.6, Disputes. GSD may withhold from Subcontractor moneys otherwise due Subcontractor for completed goods and/or manufacturing materials in such amounts as GSD determines necessary to protect GSD against loss due to outstanding liens or claims against said goods or for any amounts otherwise due from GSD to Subcontractor.



(E)

Reserved



(F)

If the failure to perform is caused by the default of a Subcontractor at any tier, and if the cause of the default is beyond the control of both subcontractor and a lower-tier subcontractor, and without the fault or negligence of either, Subcontractor shall not be liable for any excess costs for failure to perform, unless the subcontracted goods or services were obtainable from other sources in sufficient time for Subcontractor to meet the required delivery schedule.



(G)

If after notice of Termination for Cause, it is determined for any reason that Subcontractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the Notice of Termination had been issued for convenience pursuant to Clause 9.4, Termination.

9.6   Disputes

(A)

Pending the final resolution of any dispute arising out of or relating to this Subcontract, Subcontractor shall proceed diligently with performance of this Subcontract, including the delivery of goods or services, and comply with any decision of GSD's Authorized Subcontract Representative. GSD will continue payment to the Subcontractor for acceptable performance rendered during any period under dispute.



(B)

Subcontractor shall submit to GSD's Authorized Subcontract Representative a written demand for GSD's final decision regarding the disposition of any dispute between the parties arising out of or relating to this Subcontract, unless GSD, on its own initiative, has already rendered

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such a final decision. Any final decision of GSD shall be expressly identified as such, shall be in writing, and shall be signed by GSD's Authorized Subcontract Representative, except that GSD's failure to render a final decision within ninety (90) days after receipt of Subcontractor's demand shall be deemed a final decision adverse to Subcontractor's contentions.

(C)

GSD's final decision shall be conclusive and binding regarding the dispute unless Subcontractor commences an action to contest such decision in a court of competent jurisdiction in accordance with this Clause 9.6, Disputes, Paragraph (D) within ninety (90) days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later.



(D)

Any dispute arising under this Subcontract which is not settled by agreement of the parties following a good faith effort to resolve such dispute by negotiations or discussions between managers at the appropriate level of either side, and after exploring various alternate dispute resolution options, may be resolved by appropriate legal proceedings. Subcontractor and GSD agree to submit to the jurisdiction of the laws and the Courts of New York, and agree that venue for any action relating to any dispute arising under this Subcontract shall be in a court located in New York state, or the United States District Court. Notwithstanding the parties' desire to resolve disputes through negotiation or other form of alternate dispute resolution, in the event that immediate action is required to protect a party's rights under the Subcontract, the aggrieved party may take whatever immediate action is appropriate to protect its rights, to include, but not be limited to injunctive relief. Nothing contained in this Subcontract or in any other document related hereto is intended to or shall have the effect of requiring either party hereto to consider, resort to, participate in, or abide by any binding arbitration process or mechanism, or any device or arrangement of a nature or intent similar to binding arbitration.



(E)

If the dispute relates to the Government and GSD elects to prosecute any dispute involving this Subcontract under the disputes procedure applicable to the U.S. Government prime or higher-tier contract, Subcontractor shall cooperate fully with GSD in prosecuting the dispute, and Subcontractor shall not be entitled to demand a final decision under Paragraph (B) of this Clause until the dispute is resolved. Subcontractor shall be bound by the final outcome of the disputes procedure if:



(i)

GSD has afforded Subcontractor an opportunity to participate in GSDs' prosecution of the dispute, or;



(ii)

GSD, having decided to discontinue its own prosecution of the dispute, has afforded Subcontractor an opportunity to continue to prosecute the dispute in GSD's name.



(F)

GSD and Subcontractor shall each bear their own costs of prosecuting any dispute.

9.7   Notice of Labor Disputes

(A)

Whenever either party has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Subcontract, the party shall immediately give notice to the other party hereof, and all relevant information with respect thereto, to the party's Authorized Representative and shall clearly identify to that parties Authorized Representative of any material changes in the information required hereunder.



(B)

Subcontractor agrees to insert the substance of this Clause 9.7, Notice of Labor Disputes, including this Paragraph (B), in any lower-tier subcontract hereunder wherein a labor dispute may delay the timely performance of this Subcontract.

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9.8   Notice of Bankruptcy

        In the event either party enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the party affected shall furnish written notification of the bankruptcy to the other parties Authorized Representative. This notification shall be furnished within five (5) days of the initiation of the proceedings relating to bankruptcy filing. The notification shall include the date on which the bankruptcy petition was or is to be filed, and the court in which it was or is to be filed.

9.9   Gratuities

        Both parties warrants and represents that neither party shall not offer to any employee of GSD Subcontractor, or an officer, official, or employee of the Government any gratuity or other favor with the intent to influence that employee's or Government representative's decisions with respect to Subcontractor. Breach of this warranty and representation shall entitle either party to terminate the Subcontract for cause. No business hospitality shall be offered except those that are both (i) moderate and customary in the defense industry and (ii) in compliance with each party's published policy.

9.10 Assignment

        Subcontractor shall not assign any of its rights or interests in this Subcontract, or all or substantially all of its performance of this Subcontract without GSD's prior written consent. Subcontractor shall not delegate any of its duties or obligations under this Subcontract, except that Subcontractor may without GSD consent assign this Subcontract to any successor of Subcontractor by way of merger, consolidation or the acquisition of substantially all of the business assets of Subcontractor. Subcontractor may assign its right to monies due or to become due. No assignment, delegation or subcontracting by Subcontractor, with or without GSD's consent, shall relieve the Subcontractor of any of its obligations under this Subcontract or prejudice any of GSD's rights against Subcontractor whether arising before or after the date of any assignment. GSD's consent shall not be unreasonably withheld.

9.11 Applicable Law

        Any provision of the Federal Acquisition Regulation or any agency supplement thereto that is expressly incorporated herein by reference shall be governed by and construed in accordance with the Federal Common Law of Government Contracts as enunciated and applied by Federal judicial bodies, Boards of Contract Appeals, and quasi-judicial agencies of the Federal Government and not any state law or the Convention on Contracts for the International Sale of Goods. Likewise, the Changes, Termination, Termination for Cause, and Stop Work provisions herein shall in the same manner be governed by and construed in accordance with the Federal Common Law of Government Contracts. To the extent an issue arises under any of these provisions that is not addressed by the Federal Common Law of Government Contracts the laws of the state of New York, regardless of the place of execution or performance shall apply.

9.12 52.212-5, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2006) (DEVIATION)

(A)

The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:



(1)

Reserved



(2)

In Accordance With Clause 9.11

36

(B)

The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

        [Contracting Officer shall check as appropriate.]

[XX] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jul 1995), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).

[            ] (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999)(15 U.S.C. 657a).

[XX] (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jul 2005) (if the offer or elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

[            ] (4) [Reserved]

(5) Reserved

(6) Reserved

[XX] (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

(8)

[XX] (i) 52.219-9, Small Business Subcontracting Plan (Jul 2005)(15 U.S.C. 637 (d)(4)).

[            ] (i) Alternate I (Oct 2001) of 52.219-9.

[            ] (ii) Alternate II (Oct 2001) of 52.219-9.

[            ] (9) Reserved

(10)

[            ] (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Sep 2005)(10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

[            ] (ii)Alternate I (June 2003) of 52.219-23.

[XX] (11) 52.219-25, Small Disadvantaged Business Participation Program- Disadvantaged Status and Reporting (Oct 1999)(Pub. L.103-355, section 7102, and 10 U.S.C. 2323).

[XX] (12) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[            ] (13) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004).

[            ] (14) 52.222-3, Convict Labor (June 2003)(E.O. 11755).

[XX] (15) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2006) (E.O. 13126).

[XX] (16) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[XX] (17) 52.222-26, Equal Opportunity (Apr 2002)(E.O. 11246).

[XX] (18) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001)(38 U.S.C. 4212).

37

[XX] (19) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)(29 U.S.C. 793).

[XX] (20) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001)(38 U.S.C. 4212).

[XX] (21) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(C)

The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

No Clauses or provisions required

(D)

Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.



(1)

The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractors directly pertinent records involving transactions related to this contract.



(2)

The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.



(3)

As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.



(E)

(1)    Notwithstanding the requirements of the clauses in paragraphs (A), (B), (C) and (D) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—



(i)

52.219-8, Utilization of Small Business Concerns (May 2004)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.



(ii)

52.222-26, Equal Opportunity (Apr 2002)(E.O. 11246).



(iii)

52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001)(38 U.S.C. 4212).

38

(iv)

52.222-36, Affirmative Action for Workers with Disabilities (June 1998)(29 U.S.C. 793).



(v)

52.222-39, Notification of Employee rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).



(vi)

52.222-41, Service Contract Act of 1965, as Amended (Jul 2005), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)



(vii)

52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Apr 2003)(46 U.S.C. Appx 1241 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.



(2)

While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

9.13 252.212-7001, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (MAR 2006) (DEVIATION)

(A)

The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.

[XX] 52.203-3 Gratuities (Clause 9.9)

(B)

The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.

[XX] 252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DoD Contracts) (APR 1996) (15 U.S.C. 637).

[XX] 252.225-7012 Preference for Certain Domestic Commodities (JUN 2004) (10 U.S.C. 2533a).

[      ] 252.225-7014 Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).

[XX] 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (JUN 2005) (

[XX] 252.225-7021 Trade Agreements (DEC 2005) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

[XX] 252.225-7027 Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).

[XX] 252.225-7028 Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).

[XX] 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and similar sections in subsequent DoD appropriations acts).

[XX] 252.227-7015 Technical Data—Commercial Items (NOV 1995) (10 U.S.C. 2320).

[XX] 252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).

39

[XX] 252.247-7023 Transportation of Supplies by Sea (MAY 2002) ([            ] Alternate I) (MAR 2000) ([            ] Alternate II) (MAR 2000) ([            ] Alternate III) (MAY 2002) (10 U.S.C. 2631).

(C)

In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

252.225-7014 Preference for Domestic Specialty Metals, Alternate I (APR 2003) (10 U.S.C. 2533a).

252.237-7019 Training for Contractor Personnel Interacting with Detainees (SEP 2005) (Section 1092 of Pub. L. 108-375).

252.247-7023 Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

252.247-7024 Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

40

9.14 52.212-4, CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (SEP 2005) (DEVIATION)

(A)

Inspection / Acceptance. Subcontract Section 3/5.



(B)

Assignment. Subcontract Clause 9.10



(C)

Changes. Subcontract Clause 9.3.



(D)

Disputes. Subcontract Clause 9.6



(E)

Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.



(F)

Excusable delays. The Subcontractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Subcontractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, acts of GSD or any of its subcontractors, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Subcontractor shall notify the GSD Authorized Representative in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the GSD Authorized Representative of the cessation of such occurrence.



(G)

Invoice.



(1)

The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—



(i)

Name and address of the Contractor;



(ii)

Invoice date and number;



(iii)

Contract number, contract line item number and, if applicable, the order number;



(iv)

Description, quantity, unit of measure, unit price and extended price of the items delivered;



(v)

Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;



(vi)

Reserved;



(vii)

Name and address of official to whom payment is to be sent;



(viii)

Name, title, and phone number of person to notify in event of defective invoice; and



(ix)

Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.



(x)

Reserved



(H)

Patent indemnity. The Subcontractor shall indemnify the Government and BAE Systems and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.



(I)

Reserved

41

(J)

Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this Subcontract shall remain with the Subcontractor until, and shall pass to others as follows:



(1)

To GSD upon delivery of the supplies to a carrier, if transportation is f.o.b. Subcontractors loading dock or



(2)

To the Government upon delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination. GSD shall have the risk of loss for all GSD Furnished Material until receipt by Subcontractor at its receiving dock.



(K)

Reserved



(L)

Termination for Convenience. Subcontract Clause 9.4



(M)

Termination for Cause. Subcontract Clause 9.5



(N)

Reserved



(O)

Warranty. Subcontract Clause 8.9 (A) and (B)



(P)

Reserved



(Q)

Other compliances. The parties shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.



(R)

Compliance with laws unique to Government contracts. The parties agree 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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 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.



(S)

Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:



(1)

The Production License



(2)

The schedule of supplies/services.



(3)

The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.



(4)

The clause at 52.212-5 as modified and / or deviated



(5)

Addenda to this Subcontract, including any license agreements for computer software.



(6)

Other paragraphs of this clause.



(7)

Other documents, exhibits, and attachments (excluding the Production License).



(8)

The specification.



(T)

Limitation of Liability

        Except as otherwise provided by an express warranty, the Subcontractor will not be liable to GSD for consequential damages resulting from any defect or deficiencies in accepted items.

42

9.15 52.222-39, NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004)

(A)

Definition. As used in this clause—
United States means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.



(B)

Except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice, in the form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted. The notice shall include the following information (except that the information pertaining to National Labor Relations Board shall not be included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-188)).

Notice to Employees

        Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use of their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment.

        If you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

        For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or toll free number:

National Labor Relations Board
Division of Information
1099 14th Street, N.W.
Washington, DC 20570
1-866-667-6572
1-866-316-6572 (TTY)

        To locate the nearest NLRB office, see NLRB's website at http://www.nlrb.gov.

(C)

The Contractor shall comply with all provisions of Executive Order 13201 of February 17, 2001, and related implementing regulations at 29 CFR part 470, and orders of the Secretary of Labor.



(D)

In the event that the Contractor does not comply with any of the requirements set forth in paragraphs (b), (c), or (g), the Secretary may direct that this contract be cancelled, terminated, or suspended in whole or in part, and declare the Contractor ineligible for further Government contracts in accordance with procedures at 29 CFR part 470, Subpart B—Compliance Evaluations, Complaint Investigations and Enforcement Procedures. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 470, which implements Executive Order 13201, or as are otherwise provided by law.

43

(E)

The requirement to post the employee notice in paragraph (b) does not apply to-



(1)

Contractors and subcontractors that employ fewer than 15 persons;



(2)

Contractor establishments or construction work sites where no union has been formally recognized by the Contractor or certified as the exclusive bargaining representative of the Contractor's employees;



(3)

Contractor establishments or construction work sites located in a jurisdiction named in the definition of the United States in which the law of that jurisdiction forbids enforcement of union-security agreements;



(4)

Contractor facilities where upon the written request of the Contractor, the Department of Labor Deputy Assistant Secretary for Labor-Management Programs has waived the posting requirements with respect to any of the Contractor's facilities if the Deputy Assistant Secretary finds that the Contractor has demonstrated that-



(i)

The facility is in all respects separate and distinct from activities of the Contractor related to the performance of a contract; and



(ii)

Such a waiver will not interfere with or impede the effectuation of the Executive order; or



(5)

Work outside the United States that does not involve the recruitment or employment of workers within the United States.



(F)

The Department of Labor publishes the official employee notice in two variations; one for contractors covered by the Railway Labor Act and a second for all other contractors. The Contractor shall—



(1)

Obtain the required employee notice poster from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or from any field office of the Department's Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;



(2)

Download a copy of the poster from the Office of Labor-Management Standards website at http://www.olms.dol.gov; or



(3)

Reproduce and use exact duplicate copies of the Department of Labor's official poster.



(G)

The Contractor shall include the substance of this clause in every subcontract or purchase order that exceeds the simplified acquisition threshold, entered into in connection with this contract, unless exempted by the Department of Labor Deputy Assistant Secretary for Labor-Management Programs on account of special circumstances in the national interest under authority of 29 CFR 470.3(c). For indefinite quantity subcontracts, the Contractor shall include the substance of this clause if the value of orders in any calendar year of the subcontract is expected to exceed the simplified acquisition threshold. Pursuant to 29 CFR part 470, Subpart B—Compliance Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary of Labor may direct the Contractor to take such action in the enforcement of these regulations, including the imposition of sanctions for noncompliance with respect to any such subcontract or purchase order. If the Contractor becomes involved in litigation with a subcontractor or vendor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

44

9.16 Reserved

9.17 252.229-7011, REPORTING OF FOREIGN TAXES—U.S. ASSISTANCE PROGRAMS (SEP 2005)

(A)

Definition. Commodities, as used in this clause, means any materials, articles, supplies, goods, or equipment.



(B)

Commodities acquired under this contract shall be exempt from all value added taxes and customs duties imposed by the recipient country. This exemption is in addition to any other tax exemption provided through separate agreements or other means.



(C)

The Contractor shall inform the foreign government of the tax exemption, as documented in the Letter of Offer and Acceptance, country-to-country agreement, or interagency agreement.



(D)

If the foreign government or entity nevertheless imposes taxes, the Contractor shall promptly notify the Contracting Officer and shall provide documentation showing that the foreign government was apprised of the tax exemption in accordance with paragraph (c) of this clause.



(E)

The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts for commodities that exceed $500.

9.18 52.211-4019(TACOM), SOURCES OF SUPPLY FOR TIRES ON TACTICAL WHEELED VEHICLES—ALTERNATE I (APR 2000)(Deviation)

(A)

Definition.

Qualified Tire Part Numbers: means any tire part number that you, as the vehicle manufacturer, have qualified for possible inclusion on the vehicle at the time of government final acceptance of the vehicle.

(B)

Except as provided in (c) below, you must identify and list on the following lines, a minimum of three qualified tire part numbers, their corresponding manufacturer and National Stock Number (if an NSN is available), to provide alternate sources of supply for future spare tire procurements for the vehicles deliverable under this contract. By identifying tires on the lines below, you represent that (1) such tires comply with all applicable requirements in the vehicle specification; and (2) when such tires are applied at any wheel position, they shall not cause any adverse vehicle handling effects, when combined with the other approved manufacturers' tires listed below. List on the first line the tire you expect to have on the vehicle at time of government final acceptance.