LATITUDE CORP ADDITIONAL TERMS AND CONDITIONS IN SUPPORT OF A U.S. GOVERNMENT PRIME CONTRACT OR SUBCONTRACT

 

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Latitude Corp

1. RATED ORDER. If this is a “rated order” certified for national defense use, Seller shall follow all the requirements of the Defense Priorities and Allocation System Regulations (15 C.F.R. Part 700). 2.

CERTIFICATIONS. By accepting or performing this Purchase Order, Seller certifies that:

a. Neither Seller nor any of its Principals are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency. “Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

b. Neither Seller nor any of its affiliates are owned or controlled by the government of a country that is a state sponsor of terrorism.

c. Seller: (i) is in compliance with Sec. 202 of Executive Order 11246, as amended by Executive Order 11375, and subsequent Executive Orders and the Rules and Regulations set forth by the Secretary of Labor in effect as of the date of this Executive Order; (ii) does not and will not provide or maintain at any of its establishments, nor permit its employees to perform their services at any location under its control where there are maintained segregated facilities; and (iii) agrees that a breach of this Certification violates the Equal Employment clause of Executive Order 11246. “Segregated Facilities” means facilities which are in fact segregated on a basis of race, color, religion, sex or national origin. Seller agrees to: (1) obtain an identical certification from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause; and (2) maintain such certifications in its files. The penalty for making a false representation is prescribed under 18 U.S.C. 1001 and any such false representation shall be a material breach of this Purchase Order.

d. If it has participated in a previous prime contract or subcontract subject to FAR 52.222-26, “Equal Opportunity,” that Seller has filed all required compliance reports.

e. If it has previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor (41 CFR 601 and 60-2), that Seller has developed and has on file at each establishment affirmative action programs required by such rules and regulations.

f. If Seller is registered in the System for Award Management (“SAM”), the size or socioeconomic representations and certifications in SAM (or any other successor system) are current, accurate and complete as of the date of Seller’s offer.

g. To the best of its knowledge and belief that no Federal appropriated funds 2 305-06 Rev0 have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this Purchase Order. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of Seller with respect to this Purchase Order, Seller shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. Seller need not report regularly employed officers or employees of Seller to whom payments of reasonable compensation were made. Submission of this certification and disclosure is a prerequisite for making or entering into this Purchase Order imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. As used in this Certification, “Lobbying contact” has the meaning provided at 2 U.S.C. 1602(8) and the remaining terms are defined in FAR 52.203-12, “Limitation on Payments to Influence Certain Federal Transactions.”

3. CERTIFICATES OF CONFORMANCE. Unless otherwise specified in the Purchase Order, the Seller shall include with each shipment a certificate of conformance whereby the Seller certifies that the materials or services supplied are of the quantity specified and conform in all respects with the purchase order and or contract requirements and that the materials were mined, produced, or manufactured in the United States except where specifically noted. The Seller must certify that if specialty metals are used, the materials comply with the specialty metals restrictions implemented through the DFARS. The certificate of conformance shall further include the following:

•Supplier Name

• Supplier Location

• Cage Code • Customer Name

• Purchase Order # & Line #

• Purchase Order Qty

• Part Number/Rev

• Drawing Number

• Part Description

• Our Job/Lot Number

• Job/Lot Qty

• PO Ship Qty from Job/Lot

Latitude will not accept shipments of Supplies that do not contain a properly executed Certificate of Conformance as required in this Section 3.

4. EXPORT CONTROLS AND ECONOMIC SANCTIONS:

a. Seller agrees to comply with all applicable export and re-export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, the International Traffic in Arms Regulations (ITAR) maintained by the Department of State, trade and economic sanctions regulations maintained by the Department 3 305-06 Rev0 of Treasury’s Office of Foreign Assets Control (OFAC regulations) or the Department of State’s Office of Economic Sanctions Policy and Implementation, and any export controls or economic sanctions maintained by the European Union or any other government.

 

b. Seller shall be responsible for maintaining a current registration with the Department of State (if it is engaged in the manufacture of ITAR-controlled defense articles) and for obtaining any license required under the EAR, ITAR, OFAC regulations, or other export control or economic sanctions regime required for the sale at issue to Latitude. Seller will identify in writing to Latitude those items, technology, and software for which an export license is required and provide export classification and licensing information necessary for export documents, including but not limited to the classification of items under the applicable export control regimes (e.g., Export Control Classification Numbers under the Commerce Control List or Categories under the U.S. Munitions List), the applicability of license exceptions, and licenses obtained by Seller. If the articles or technical data are sourced from outside the United States, or are otherwise subject to the export control laws of a country other than the United States, it is the responsibility of the Seller to so notify Latitude and to comply with all export control regulations of that country as related to the sale or transfer of the article.

c. Any controlled technical data (including, but not limited to, drawings, designs, specifications, blueprints, CAD information, and other technical documents or electronic information related to the production, manufacture, or maintenance of a controlled article) that is provided to Latitude shall be appropriately labeled as controlled pursuant to either the ITAR or the EAR. Any controlled technical data that is communicated to Latitude shall be provided using secure communication protocols designed for the purpose of complying with the export control regulations. Under no circumstances should such information be emailed using systems that are not designed for the secure communication of controlled technical data.

d. Seller agrees that no goods, technology, or software supplied are sourced from or originate from (a) any country or government subject to U.S. or EU economic sanctions; (b) any person designated as a Specially Designed National by OFAC, any person blocked by the EU pursuant to EU economic sanctions, or blocked pursuant to any other economic sanctions regime; or (c) any person who is restricted or debarred pursuant to the ITAR, the EAR, or the U.S. Department of Defense Federal Acquisition Regulations.

e. Where the sale or transfer of a defense article subject to the ITAR or a dual-use item that is subject to the 600-series controls of the EAR is to occur, Seller is responsible for safeguarding all ITAR- or EAR-controlled technical data until the article at issue is received by Latitude, including for both the export of the technical data to a non-U.S. destination and allowing its access by a non-U.S. national within the United States. Seller will also safeguard the physical security of any defense articles or 600-series articles produced, including both within its facility and while being shipped, to ensure the defense or 600-series article cannot be accessed by a non-U.S. national and is not shipped to a foreign country without an appropriate license from the State or Commerce Department. Where the Seller is arranging shipping of a controlled article, it is the responsibility of the Seller to use a carrier that maintains procedures designed to comply with the requirements of the export control regulations, and to provide any required notifications to the carrier that the shipment involves a controlled article.

f. If the Seller is a signatory to a Technical Assistance Agreement or a Manufacturing License Agreement with Latitude, Seller is required to provide prompt notification of any changed 4 305-06 Rev0 circumstances that would require modification to the terms of such an Agreement, including any potential violation of the terms of the Agreement, any ineligibility to export, any Department of State investigation into export control violations, any self-disclosure of potential export controls violations, any addition of non-U.S. personnel to any project covered by such an Agreement, or any other circumstances that affect the ability of Seller to perform pursuant to the terms of the Agreement.

g. Seller shall immediately notify Latitude if it is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or its export privileges are denied, suspended, or revoked by the United States Government.

h. Seller shall ensure that it prepares and provides an invoice for each shipment that would allow Latitude to comply with the export requirements of U.S. Customs & Border Protection (CBP). Seller shall further ensure that the invoice contents accurately and completely reflect the transaction subject to this Purchase Order and provide the following information: (a) the name and address of the Seller; (b) the terms of sale; (c) the total quantity of goods being shipped; (d) a description of the goods being shipped; (e) the country of origin of the goods; (f) the valuation of the goods; (g) the currency in which the goods are priced; and (h) any discounts that have been included for the shipment, if not reflected in the unit price.

i. Seller shall promptly notify Latitude of any suspected export control or economic sanctions violation. Seller agrees that it will fully cooperate in any export controls investigation related to the subject matter of the Purchase Order, including by providing full access to relevant personnel and records to aid Latitude in the investigation of any suspected violation, following reasonable notice by Latitude.

j. Seller agrees to indemnify Latitude for any fines, penalties, claims, losses, damages, costs (including legal costs), expenses and liabilities (including costs of investigation of potential export controls or economic sanctions violations) that may arise as a result of Seller’s breach of any of the export control or economic sanctions provisions within this Section 4.

5. FAR/DFARS CLAUSES. The following clauses set forth in the Federal Acquisition Regulation (“FAR” available at https://www.acquisition.gov/browsefar) and the Department of Defense FAR Supplement (“DFARS” available at http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html), in effect as of the date identified below are incorporated herein by reference with the same force and effect as if they were given in full text. For purposes of this Purchase Order, the following clauses shall operate, impose the obligations and responsibilities of the parties and be interpreted as if “Government” means “Latitude,” “Contracting Officer” means an authorized representative of Latitude’s purchasing department, “Contract” means this “Purchase Order,” “Offeror” means “Seller,” “Contractor” means “Seller,” and “Disputes clause” means the disputes provisions in this Purchase Order. Seller shall also include these FAR and DFARS clauses in each lower-tier subcontract it issues, as applicable.

FAR Clauses Date
52.202-1 Definitions NOV 2013
52.203-5 Covenant Against Contingent Fees APR 1984
52.203-6 Restrictions on Subcontractor Sales to the Government, (applies to Purchase Orders with a value over $150,000) SEP 2006
52.203-7 Anti-Kickback Procedures (applies to Purchase Orders with a value over $150,000, except paragraph (c)(1)) OCT 2010
52.203-12 Limitation on Payments to Influence Certain Federal Transactions (applies to Purchase Orders with a value over $150,000) OCT 2010
52.203-13 Contractor Code of Business Ethics (applies to Purchase Orders that: (i) have a value exceeding $5 million; and (ii) have a performance period of more than 120 days) APR 2010
52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (applies to Purchase Orders with a value exceeding $150,000) APR 2014
52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (applies to Purchase Orders with a value exceeding $30,000) DEC 2010
52.211-5 Material Requirements AUG 2000
52.211-15 Defense Priority and Allocation Requirements (applies to Rated Orders) APR 2008
52.219-8 Utilization of Small Business Concerns (applies to Purchase Orders that offer subcontracting opportunities) JAN 2011
52.222-4 Contract Work Hours and Safety Standards – Overtime Compensation (applies to Purchase Orders that may require or involve the employment of laborers and mechanics) JUL 2005
52.222-20 Contracts for Materials, Articles, and Equipment Exceeding $15,000 (applies to Purchase Orders with a value exceeding $15,000) MAY 2014
52.222-21 Prohibition of Segregated Facilities FEB 1999
52.222-26 Equal Opportunity MAR 2007
52.222-35 Equal Opportunity for Veterans (applies to Purchase Orders with a value equal to or exceeding $100,000) SEP 2010
52.222-36 Affirmative Action for Workers with Disabilities (applies to Purchase Orders with a value exceeding $15,000) OCT 2010
52.222-37 Employment Reports on Veterans (applies to Purchase Orders with a value equal to or exceeding $100,000) SEP 2010
52.222-40 Notification of Employee Rights Under the National Labor Relations Act (applies to Purchase Orders with a value exceeding $10,000 that will be performed wholly or partially in the United States) DEC 2010
52.222-41 Service Contract Labor Standards (applies to Purchase Orders for services that are subject to the Service Contract Labor Standards) MAY 2014
52.222-50, Alt I Combating Trafficking in Persons FEB 2009
52.222-54 Employment Eligibility Verification (applies to Purchase Orders that: (i) are for services; (ii) have a value exceeding $3,000; and (iii) include work performed in the United States) JUL 2012
52.222-55 Minimum Wages Under Executive Order 13658 (applies to Purchase Orders for services that are subject to the Service Contract Labor Standards and are to be performed in whole or in part in the United States) DEC 2014
52.223-3 Hazardous Material Identification and Material Safety Data JAN 1997
52.223-11 Ozone-Depleting Substances MAY 2001
52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (applies to Purchase Orders with a value exceeding $3,000) AUG 2011
52.225-1 Buy American Act—Supplies FEB 2009
52.225-5 Trade Agreements MAY 2012
52.225-8 Duty-Free Entry OCT 2010
52.225-13 Restrictions on Certain Foreign Purchases JUN 2008
52.227-1 Authorization and Consent (applies to Purchase Orders with a value exceeding $150,000) DEC 2007
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (applies to Purchase Orders with a value over $150,000) DEC 2007
52.227-9 Refund of Royalties (applies to Purchase Orders in which the amount of royalties reported during negotiation of the Purchase Order exceeds $250) APR 1984
52.227-14 Rights in Data – General DEC 2007
52.232-40 Providing Accelerated Payments to Small Business Subcontractors (applies to Purchase Orders awarded to small businesses) DEC 2013
52.234-1 Industrial Resources Developed Under Defense Production Act Title III DEC 1994
52.242-13 Bankruptcy JUL 1995
52.244-6 Subcontracts for Commercial Items DEC 2010
52.245-1 Government Property (applies to Purchase Orders that involve receipt or purchase of Government property) APR 2012
52.247-63 Preference for U.S.-Flag Air Carriers (applies to Purchase Orders that may involve international air transportation) JUN 2003
52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels FEB 2006
52.248-1 Value Engineering (applies to Purchase Orders with a value exceeding $150,000) OCT 2010
52.249-2 Termination for Convenience of the Government (Fixed-Price) (In paragraph (c), the term “120 days” is changed to “45 days”, in paragraph (d) the term “15 days” is changed to “45 days” and the term “45 days” is changed to “90 days”, in paragraph (e), the term “1 year” is changed to “60 days”, and in paragraph (l), the term “90 days” is changed to “30 days”) APR 2012
DFARS Clauses Date
252.203-7000 Requirements Relating to Compensation of Former DoD Officials SEP 2011
252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (applies to Purchase Orders with a value exceeding $150,000) DEC 2008
252.203-7002 Requirements to Inform Employees of Whistleblower Rights SEP 2013
252.204-7000 Disclosure of Information (applies to Purchase Orders when the Seller will have access to or generate unclassified information that may be sensitive and inappropriate for public release) DEC 1991
252.204-7003 Control of Government Personnel Work Product APR 1992
252.204-7012 (DEVIATION 2016-O0001) Safeguarding Covered Defense Information and Cyber Incident Reporting OCT 2015
252.204-7015 Disclosure of Information to Litigation Support Contractors FEB 2014
252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country DEC 2014
252.211-7000 Acquisition Streamlining (applies to Purchase Orders with a value exceeding $1.5 million) OCT 2010
252.211-7003 Item Unique Identification and Valuation JUN 2011
252.211-7007 Reporting of Government-Furnished Property (applies to Purchase Orders that include FAR 52.245-1 and Seller is possession of Government Property) AUG 2012
252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010
252.223-7001 Hazard Warning Labels (applies to Purchase Orders for goods that require submission of hazardous material data sheets) DEC 1991
252.223-7008 Prohibition of Hexavalent Chromium MAY 2011
252.225-7001 Buy American and Balance of Payments Program JUN 2012
252.225-7002 Qualifying Country Sources as Subcontractors JUN 2012
252.225-7007 Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies (applies to Purchase Orders for the acquisition of items covered by the Unites States Munitions List of the International Traffic in Arms Regulations) SEP 2006
252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (excluding paragraph (d)) OCT 2014
252.225-7013 Duty-Free Entry JUN 2012
252.225-7015 Restriction on Acquisition of Hand Or Measuring Tools
252.225-7016 Restriction on Acquisition of Ball and Roller Bearings JUN 2011
252.225-7025 Restriction on Acquisition of Forgings DEC 2009
252.225-7027 Restriction on Contingent Fees for Military Sales APR 2003
252.225-7028 Exclusionary Policies and Practices of Foreign Governments APR 2003
252.225-7030 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate DEC 2006
252.225-7031 Secondary Arab Boycott of Israel
252.225-7048 Export-Controlled Items JUN 2013
252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (applies to Purchase Orders with a value exceeding $500,000) SEP 2004
252.227-7013 Rights in Technical Data Noncommercial Items (applies to Purchase Orders where technical data for commercial items developed in part at Government expense will be provided for delivery) FEB 2012
252.227-7015 Technical Data – Commercial Items (applies to Purchase Orders where technical data related to commercial items developed in any part at private expense will be provided for delivery) DEC 2011
252.227-7016 Rights in Bid or Proposal Information (applies to Purchase Orders per paragraph (f) of the clause) JAN 2011
252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions (applies to Purchase Orders that involve the delivery of technical data and/or computer software to the government) JAN 2011
252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends MAR 2011
252.227-7026 Deferred Delivery of Technical Data or Computer Software APR 1988
252.227-7027 Deferred Ordering of Technical Data or Computer Software APR 1989
252.227-7028 Technical Data or Computer Software Previously Delivered to the Government JUN 1995
252.227-7030 Technical Data – Withholding of Payment MAR 2000
252.227-7037 Validation of Restrictive Markings on Technical Data (applies to Purchase Order that require the delivery of technical data) SEP 2016
252.244-7000 Subcontracts for Commercial Items JUN 2013
252.246-7001 Warranty of Data MAR 2014
252.247-7023 Transportation of Supplies by Sea APR 2014
252.247-7024 Notification of Transportation of Supplies by Sea MAR 2000
252.249-7002 Notification of Anticipated Contract Termination or Reduction OCT 2015