DATE LAST REVISED: 12 OCT 2006
LOCKHEED MARTIN CORPORATION
LOCKHEED MARTIN AERONAUTICS COMPANY
MATERIAL MANAGEMENT CENTER
PALMDALE, CALIFORNIA
SUPPLEMENTAL TERMS AND CONDITIONS APPLICABLE TO CONTRACTS
FOR SERVICES
ISSUED UNDER U.S. GOVERNMENT CONTRACTS
NOTE: After obtaining all the relevant information or certifications from the Seller,
Buyers must select any applicable CAS clauses (FAR 52.230-1 to 52.230-6) and add
them to this list. Including all these clauses while specifying that those which are
inapplicable will be self-deleting is specifically prohibited. See the CyberGuide for
applicable instructions (site address is on the internal website in the Index).
(Clauses 20 through 32 are reserved.)
33. "Lockheed Martin Aeronautics Company-Palmdale Terms and Conditions for
Services" is modified as follows:
(a) Article 10. TERMINATION FOR CONVENIENCE" is deleted in its entirety and
FAR 52.249-2 is incorporated by reference as though fully set forth herein.
(b) Article 11. "TERMINATION FOR DEFAULT" is deleted in its entirety and FAR
52.249-8 is incorporated by reference as though fully set forth herein.
(c) Article 13. "GRATUITIES/KICKBACKS": Add the following paragraph at the
end of this clause: "By accepting this Contract, Seller certifies and represents
that it has not made or solicited and will not make or solicit kickbacks in
violation of FAR 52.203-7 or the Anti-Kickback Act of 1986 (41 USC 51-58),
both of which are incorporated herein by reference as though fully set forth
herein."
(d) Article 17. "DISPUTES": Between the first and second sentence, add the
following: "Any provision or clause in this Contract that is (i) incorporated in full
text or by reference from the Federal Acquisition Regulation (FAR) or (ii)
incorporated in full text or by reference from any agency regulation that
implements or supplements the FAR or (iii) that is substantially based on any
such agency regulation or FAR provision, shall be construed and interpreted
according to the federal common law of government contracts as enunciated
and applied by federal judicial bodies, Boards of Contracts Appeals, and
quasi-judicial agencies of the Federal Government."
At the end of the first paragraph, add the following paragraph: "Any provision
in the FAR clauses specified in this Contract referring to a "Disputes Clause",
or which provide that a failure to agree shall be a dispute within the meaning of
the FAR clause entitled "Disputes", shall not apply and shall be of no force or
effect."
34. Add the following additional clauses:
(a) APPLICABLE LAWS: Seller agrees to comply with all applicable laws, orders,
rules, regulations, and ordinances. If the Government reduces Buyer's
contract, or if a fine or penalty is assessed by a government agency, as a
result of any violation of Public Law or federal, state, or local regulation by
Seller or Seller's subcontractors or lower-tier subcontractors, Buyer may
reduce the amount of this Contract by the same amount. If Buyer has already
paid Seller, Seller shall, upon demand from Buyer, promptly repay to Buyer
the amount of the offset. Exercise of Buyer's right under this clause shall not
be a waiver of any rights Buyer has under any other clause or provision of this
Contract."
(b) CONTRACT DIRECTION: (i) Buyer, through its Contracts Department, shall
be solely responsible for all liaison and coordination with the Buyer's
customer, including the U.S. Government, as it affects the applicable prime
contract, this contract, and any related contract.
(c) Unless otherwise directed in writing by the Buyer's Authorized Representative,
all documentation requiring submittal to, or action by, the Government or the
Contracting Officer shall be routed to, or through, the Buyer's Authorized
Representative.
(d) PRIORITY RATING: If so identified, this Contract is a "rated order" certified for
national defense use, and the Seller shall follow all the requirements of the
Defense Priorities and Allocation System Regulation (15 C.F.R. Part 700).
35. CERTIFICATIONS AND REPRESENTATIONS: This clause contains certifications
and representations that are material representations of fact upon which Buyer will
rely in making awards to Seller. By submitting its written offer, or providing oral
offers/quotations at the request of Buyer, or accepting any Contract, including
verbal orders from a Buyer Authorized Representative, Seller represents and
certifies as set forth below in this clause. Seller shall immediately notify Buyer of
any change of status with regard to these certifications.
I.
Equal Employment Opportunity Certifications:
(a) 52.222-21 Certification of Nonsegregated Facilities. (Applicable to
purchase orders that include the Equal Opportunity clause at FAR 52.222-26).
(i) "Segregated facilities" as used in this provision means any waiting rooms,
work areas, rest rooms and wash rooms, restaurants and other eating areas,
time clocks, locker rooms and other storage or dressing areas, parking lots,
drinking fountains, recreation or entertainment areas, transportation, and
housing facilities provided for employees, that are segregated by explicit
directive or are in fact segregated on the basis of race, color, religion, or
national origin because of written or oral policies or employee custom. The
term does not include separate or single-user rest rooms or necessary
dressing or sleeping areas provided to assure privacy between the sexes. (ii)
Seller certifies that it does not and will not maintain or provide for its
employees any segregated facilities at any of its establishments, and that it
does not and will not permit its employees to perform their services at any
location under its control where segregated facilities are maintained. Seller
agrees that a breach of this certification is a violation of the Equal Opportunity
clause in the contract. (iii) Seller further agrees that (except where it has
obtained identical certifications from proposed lower-tier subcontractors for
specific time periods) Seller will: (a) obtain identical certifications from
proposed lower-tier subcontractors before the award of subcontracts under
which the subcontractor will be subject to the Equal Opportunity clause; (b)
retain these certifications in its files; and (c) forward the following notice to its
proposed lower-tier subcontractors (except if those subcontractors have
submitted identical certifications for specific time periods):
NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR
CERTIFICATIONS OF NONSEGREGATED FACILITIES. A certification of
Non-segregated Facilities must be submitted before the award of a lower-tier
subcontract subject to the Equal Opportunity clause. The certification may be
submitted either for each subcontractor or for all subcontracts during a period
(i.e., quarterly, semiannually, or annually).
NOTE: The penalty for making false statements in offers is prescribed in 18
U.S.C. 1001.
(b) 52.222-22 Previous Contracts and Compliance Reports. Seller represents
that, if Seller has participated in a previous contract or subcontract subject
either to the Equal Opportunity clause (FAR 52.222-26) of this solicitation, the
clause originally contained in Section 310 of Executive Order No. 10925, or
the clause contained in Section 201 of Executive Order No. 11114, that Seller
has (i) filed all required compliance reports and (ii) that representations
indicating submission of required compliance reports, signed by proposed
subcontractors, will be obtained before subcontract awards.
(c) 52.222-25 Affirmative Action Compliance. (Applicable if (i) Seller has 50 or
more employees, (ii) is not exempt from the Equal Opportunity clause (FAR
52.222-26) and (iii) government contracts that exceed $50,000.) Seller
represents: (i) that it has developed and has on file, [___] not developed and
does not have on file, at each establishment, affirmative action programs
required by the rules and regulations of the Secretary of Labor (41 CFR 60-1
and 60-2), or (ii) it [___] has not previously had contracts subject to the
affirmative action programs requirement of the rules and regulations of the
Secretary of Labor and that in the event such program does not presently exist
Seller will develop and place in operation a written Affirmative Action
Compliance Program within 120 days from the award of this Contract. (iv)
Seller shall include this clause in any lower-tier order that is not exempt from
the requirements of the Equal Opportunity clause (FAR 52.222-26).
II.
52.203-11 Certification and Disclosure Regarding Payments to Influence
Certain Federal Transactions (Applicable to solicitations/Contracts/purchase
orders that exceed $100,000).
(a) The definitions and prohibitions contained in the clause at FAR 52.203-12,
Limitation on Payments to Influence Certain Federal Transactions, included in
this solicitation or Contract are hereby incorporated by reference in paragraph
(b) of this certification.
(b) Seller, by signing his or her offer or by acceptance of this Contract, hereby
certifies to the best of his or her knowledge and belief that on or after
December 23, 1989,
(1) No Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress on his or her behalf in connection with the
awarding of any Federal contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment or modification of any Federal
contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds (including profit or fee
received under a covered Federal transaction) have been paid, or will be paid,
to any person, for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress on his or her behalf in connection with
this solicitation or Contract, Seller shall complete and submit, with its offer,
OMB standard from LLL, Disclosure of Lobbying Activities, to Buyer; and
(3) He or she will include the language of this certification in all lower tier
subcontracts awards at any tier and require that all recipients of subcontract
awards in excess of $100,000 shall certify and disclose accordingly.
III.
FAR 52.209-5 Certification Regarding Debarment, Suspension, Proposed
Debarment, And Other Responsibility Matters. (Applicable to
solicitations/Contracts/purchase orders in excess of $100,000).
(a) (1) Seller certifies, to the best of its knowledge and belief, that(i)
Seller and/or any of its Principals-
(A) Are not presently debarred, suspended, proposed for debarment, or declared
ineligible for the award of contracts by any Federal Agency.
(B) Have not, within a three-year period preceding this offer or acceptance of this
Contract, been convicted of or had a civil judgment rendered against them for:
commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, state, or local) contract
or subcontract, violation of Federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, tax evasion, or
receiving stolen property; and
(C) Are not presently indicted for, or otherwise criminally or civilly charged by a
governmental entity with, commission of any of the offenses enumerated in
subdivision (a)(1)(I)(B) of this provision.
(ii)
The Seller has not, within a three-year period preceding this offer or Contract
acceptance had one or more contracts terminated for default by any Federal
agency
(2) "Principals", for the purposes of this certification, means officers, directors,
owners, partner, and persons having primary management or supervisory
responsibilities within a business entity (e.g. general manager, plant manager,
head of a subsidiary, division, or business segment, and similar positions.
This certification concerns a matter within the jurisdiction of an agency of the
United States and the making of a false, fictitious or fraudulent certification may
render the maker subject to prosecution under section 1001, Title 18, United States
Code.
(b)
Seller shall provide immediate written notice to Buyer if, at any time prior to
Contract award, Seller learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
V
FAR 52.223-13 Certification of Toxic Chemical Release Reporting.
(Applicable to competitive contracts expected to exceed $100,000)
(a)
Submission of this certification is a prerequisite for making or entering into
this Contract imposed by Executive Order 12969, August 8, 1995.
(b)
By submission of its offer or acceptance of this Contract, Seller certifies that-
(1)
As the owner or operator of facilities that will be used in the performance of
this Contract that are subject to the filing and reporting requirements
described in section 313 of the Emergency Planning and Community Rightto-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the
Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), Seller will file and
continue to file for such facilities for the life of this Contract the Toxic
Chemical Release Inventory Form (Form R) as described in sections 313(a)
and (g) of EPCRA and section 6607 of PPA; or -
(2)
None of its owned or operated facilities to be used in the performance of this
Contract is subject to the Form R filing and reporting requirements because
each such facility is exempt for at least one of the following reasons:
(i)
The facility does not manufacture, process or otherwise use any toxic
chemicals listed under section 313 (c) of EPCRA, 42 U.S.C. 11023(c);
(ii)
The facility does not have 10 or more full-time employees as specified in
section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A);
(iii)
The facility does not meet the reporting thresholds of toxic chemicals
established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the
alternate thresholds at 40 CFR 372.27, provided an appropriate certification
form has been filed with EPA);
(iv)
The facility does not fall with Standard Industrial Classification Code (SIC)
designation 20 through 39 as set forth in FAR section 19.102 of the Federal
Acquisition Regulation; or
(v)
The facility is not located within any State of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, Guam, American Samoa, the
United States Virgin Islands, the Northern Mariana Islands, or any other
territory or possession over which the United States has jurisdiction.
36. GOVERNMENT CLAUSES
(a)
Either a Government contract number or Inventory/Government (Invt/Govt)
appears on the face of this Contract. Therefore, this Contract is subject to the
Federal Acquisition Regulation (FAR). The above provisions and this
provision 36 shall apply in addition to the Contract Terms and Conditions, i.e.,
provisions 1 through 32. In the event of any inconsistencies between
provisions 1 through 32 and 33 through 37, provisions 33 through 37 shall
take precedence.
(b)
Except as otherwise indicated on the face of this order, the FAR and
Department of Defense Federal Acquisition Regulation Supplement (DFARS)
clauses specified in this Article are incorporated herein by reference. As used
in the FAR and DFARS clauses specified in this Article, "Government" and
"Contracting Officer" mean Buyer. "Contractor" means "Seller, "Contract"
means this Order unless the context of the clause requires otherwise, and
"subcontract" means "Seller's purchase order or subcontract issued pursuant
to this Order."
FAR CLAUSE
DATE
TITLE
52.203-6
JUL 1995
Restrictions on Subcontractor Sales to the Government
(applicable to orders over $100,000)
ALT I
OCT 1995
(ALT I is applicable to orders for commercial items)
52.203-7
JUL 1995
Anti-Kickback Procedures (except for Paragraph (c)(1))
52.203-12
SEPT 2005
Limitation on Payments to Influence Certain Federal Transac
52.204-2
AUG 1996
Security Requirements (Applies when Seller may require acce
52.204-4
AUG 2000
Printed or Copied Double-Sided on Recycled Paper
52.211-5
AUG 2000
Material Requirements (Applies to orders for supplies that are
52.215-2
JUN 1999
Audit and Records - Negotiation (Applies to orders of $100,00
52.215-10
OCT 1997
Price Reduction for Defective Cost or Pricing Data (Applies to
52.215-11
OCT 1997
Price Reduction for Defective Cost or Pricing Data - Modificat
52.215-12
OCT 1997
Subcontractor Cost or Pricing Data
52.215-13
OCT 1997
Subcontractor Cost or Pricing Data - Modifications
52.215-15
OCT 2004
Pension Adjustments and Asset Reversions (Applies to orde
31)
52.215-18
JUL 2005
Reversion or Adjustment of Plans for Postretirement Benefits
determinations will be subject to FAR Part 31)
52.215-19
OCT 1997
Notification of Ownership Changes (Applies to orders where c
52.215-20
OCT 1997
Requirements for Cost or Pricing Data or Information Other th
52.215-21
OCT 1997
Requirements for Cost or Pricing Data or Information Other T
will be required for modifications).
52.219-8
MAY 2004
Utilization of Small Business Concerns (Applicable to orders e
52.219-9
JUL 2005
Small Business Subcontracting Plan (Applicable to orders tha
business)
52.222-1
FEB 1997
Notice to the Government of Labor Disputes (Seller shall notif
52.222-4
JUL 2005
Contract Work Hours and Safety Standards Act - Overtime Co
52.222-20
DEC 1996
Walsh-Healey Public Contracts Act (Applicable to orders for t
52.222-26
APR 2002
Equal Opportunity (Applicable to orders of $10,000 or more u
52.222-35
DEC 2001
Equal Opportunity for Special Disabled, Vietnam Era and Oth
52.222-36
JUN 1998
Affirmative Action for Workers with Disabilities (Applicable to
52.222-37
DEC 2001
Employment Reports on Special Disabled Veterans, Veterans
52.222-41
July 2005
Service Contract Act of 1965, as amended
52.223-3
JAN 1997
Hazardous Material Identification and Material Safety Data
52.223-7
JAN 1997
Notice of Radioactive Materials
52.223-11
MAR 2001
Ozone Depleting Substances
52.223-13
AUG 2003
Certification of Toxic Chemical Release Reporting (Applicable
52.223-14
AUG 2003
Toxic Chemical Release Reporting (Applicable to first tier com
52.225-1
JUN 2003
Buy American Act - Supplies
52.225-8
FEB 2000
Duty-Free Entry (Applicable when supplies in excess of $10,0
52.225-13
FEB 2006
Restrictions on Certain Foreign Purchases
52.227-1
JUL 1995
Authorization and Consent (Applicable to orders of $25,000 o
52.227-2
AUG 1996
Notice and Assistance Regarding Patent and Copyright Infrin
52.227-9
APR 1984
Refund of Royalties (Applicable in negotiated fixed priced con
52.227-10
APR 1984
Filing of Patent Applications - Classified Subject Matter (Appli
52.227-11
JUN 1997
Patent Rights - Retention by the Contractor (Short Form) (App
52.227-12
JAN 1997
Patent Rights - Retention by the Contractor (Long Form) (App
52.228-5
JAN 1997
Insurance - Work on a Government Installation (Applicable to
52.237-2
APR 1984
Protection of Government Buildings, Equipment and Vegetati
52.242-15
AUG 1989
Stop-Work Order
52.243-6
APR 1984
Change Order Accounting
52.244-5
DEC 1996
Competition in Subcontracting (Applicable to all orders expec
52.244-6
FEB 2006
Subcontracts for Commercial Items (Applicable to orders for C
52.245-2
MAY 2004
Government Property (Fixed Price Contracts)
52.245-17
MAY 2004
Special Tooling (Fixed Price Contracts) (Applicable to special
52.245-18
FEB 1993
Special Test Equipment (Applicable if contract involves the ac
52.246-4
AUG 1996
Inspection of Services-Fixed Price
52.246-5
APR 1984
Inspection of Services-Cost Reimbursement
52.247-63
JAN 1997
Preference for U.S. Flag Air Carriers (Applicable to orders of
52.249-2
MAY 2004
Termination for Convenience of the Government (Fixed Price
52.249-8
APR 1984
Default (Fixed-Price Supply and Services) (Applicable to cont
DFARS CLAUSE
DATE
TITLE
252.203-7001
DEC 2004
Prohibition on Persons Convicted of Fraud or Other Defense-
252.211-7000
DEC 1991
Acquisition Streamlining (Mandatory in subcontracts in exces
252.215-7000
DEC 1991
Pricing Adjustments (Applies to subcontracts that contain Sub
252.223-7001
DEC 1991
Hazard Warning Labels (Allows Buyer to ensure compliance w
252.223-7002
MAY 1994
Safety precautions for ammunition and explosives (Mandatory
252.223-7003
DEC 1991
Change in Place of Performance - Ammunition and Explosive
252.223-7006
APR 1993
Prohibition on Storage and Disposal of Toxic and Hazardous
Buyer has information it needs to comply with prime contract
252.225-7001
JUN 2005
Buy American Act and Balance of Payments Program (Applie
252.225-7006
JUN 2005
Quarterly Reporting of Actual Contract Performance Outside
252.225-7012
JUNE 2004
Preference for Certain Domestic Commodities (Applies to ord
252.225-7013
JUN 2005
Duty-Free Entry
252.225-7014
JUN 2005
with Alternate I
(JUN 2005)
Preference for Domestic Specialty Metals (Applies to orders o
subcontracts for commercial items.
252.225-7015
JUN 2005
Restriction on acquisition of hand or measuring tools. (Applie
252.225-7016
JUN 2005
Restriction on Acquisition of Ball and Roller Bearings ( Requir
252.225-7025
JUN 2005
Restriction on acquisition of forgings (Applies to subcontracts
252.225-7028
APR 2003
Exclusionary policies and practices of foreign governments.
252.227-7013 and
(Alternate I)
NOV 1995
Rights in Technical Data –Noncommercial items (Applies to o
252.227-7014
JUN 1995
Rights in Noncommercial Computer software and Noncomme
obtained from subcontractor for delivery to Government. ).
252.227-7016
JUN 1995
Rights in Bid or Proposal Information (Applies to orders to wh
252.227-7017
JUN 1995
Identification and assertion of use, release, or disclosure rest
252.227-7019
JUN 1995
Validation of asserted restrictions-computer software (Applies
252.227-7026
APR 1988
Deferred Delivery of Technical Data or Computer Software (A
252.227-7027
APR 1988
Deferred Ordering of Technical Data or Computer Software (A
specifically identified prior to order placement).
252.227-7028
JUN 1995
Technical Data or Computer Software Previously Delivered to
252.227-7030
MAR 2000
Technical Data - Withholding of Payment (Applies to orders to
252.227-7037
SEP 1999
Validation of Restrictive Markings on Technical Data (Applies
252.228-7005
DEC 1991
Accident Reporting and Investigation Involving Aircraft, Missil
252.231-7000
DEC 1991
Supplemental Cost Principles (Applies to subcontracts, excep
252.235-7003
DEC 1991
Frequency Authorization (Applies to subcontracts requiring de
subcontract if included in prime contract).
252.239-7000
JUN 2004
Protection Against Compromising Emanations (Applies where
252.239-7016
DEC 1991
Telecommunications security equipment, devices, techniques
252.243-7001
DEC 1991
Pricing of Contract Modifications (Included in subcontracts wh
252.246-7001
DEC 1991
Warranty of Data (Applicable to orders requiring delivery of te
252.247-7023
MAY 2002
Transportation of Supplies by Sea (Applicable to domestic ord
252.247-7024
MAR 2000
Notification of Transportation of Supplies by Sea (Applies to s
shipped in direct support of U.S. military contingency operatio
Defense Transportation System in accordance with 10 U.S.C
252.249.7002
DEC 1996
Notification of anticipated contract terminations or reduction (N
37
INDEMNIFICATION FOR DEFECTIVE PRICING
If Buyer is subject to any liability as a result of a failure of the Seller to comply with the requirements o
Government, from and against any loss, damage, expense or liability resulting from such failure. Furth
DOC ID: FAR-Services-10/12/06