Document No. FBM014
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15 January 2003
Prime Contract:
1.
Contract N00030-02-C-0100
GOVERNMENT BILLS OF LADING (GBL) (Applicable for all purchase
orders/subcontracts with deliverables)
All shipments from other Lockheed Martin Companies or Subcontractor's plants to
Lockheed Martin, the boost propulsion Subcontractors, Lockheed Martin Field
Operations or the Government shall be on Government Bills of Lading (GBLs). All
shipments from Lockheed Martin Field Operations to LMSSC-Sunnyvale, boost
propulsion subcontractors, subcontractors or Government Facilities shall also be on
GBL. Commercial Bills of Lading (CBL) may be used when schedule, cost, or
other program advantages may thereby be obtained. Lockheed Martin will evaluate
transportation costs in the award of competitive subcontracts issued hereunder.
2.
INDEMNIFICATION (U. K.) - COST REIMBURSEMENT (Applicable to Thiokol
Corporation, Alliant Techsystems Inc., (dba) ATK Aerospace Company Inc., ATK
Thiokol Propulsion Company Atlantic Research Corporation, and BAE Systems,
Ordnance Systems Inc., if any of these companies are issuing a cost reimbursement
type subcontract to a United Kingdom Firm)
H-11 SSP 5252.250-9753
Indemnification Supplement (Sep 1999)
1. Public Law 85-804. If this contract includes the "Indemnification Under Public
Law 85-804" clause, the Contractor shall provide and maintain financial protection
of the types and in the amounts as are from time to time approved by the Secretary
of the Navy in the latest memorandum of approval under Public Law 85-804. For
purposes of such clause:
(a) "nuclear risks" means those risks attributable to the radioactive, toxic, explosive,
or other hazardous properties of "special nuclear material," "by-product material,"
or "source material," as such materials are defined in the Atomic Energy Act of
1954, as amended; and
(b) "unusually hazardous risks" means those risks of explosion, detonation, burning
or propulsion attributable to the utilization of high energy propellants in (a)
POLARIS, POSEIDON, TRIDENT or Tomahawk Cruise Missiles or of any
component thereof, or (b) propellant-powered POLARIS, POSEIDON, TRIDENT
or Tomahawk Cruise test missiles or of any component thereof, or (c) any other
component or subcomponent of the POLARIS, POSEIDON, TRIDENT or
Tomahawk Cruise Missile weapon system which uses high energy propellants;
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2. 10 U.S.C. 2354. For purposes of the "Indemnification Under 10 U.S.C. 2354 -Fixed Price" or "Indemnification Under 10 U.S.C. 2354 -- Cost Reimbursement"
clause (if included in this contract):
(a) "claim, loss, or damage" is deemed to "arise from the direct performance of this
contract" if the cause of such claim, loss, or damage occurred during the period of
performance of this contract and as a result of the performance of this contract; and
(b) "unusually hazardous risks" means (1) those risks attributable to the radioactive,
toxic, explosive, or other hazardous properties of "special nuclear material," "byproduct material," or "source material," as such materials are defined in the Atomic
Energy Act of 1954, as amended, and (2) those risks of explosion, detonation,
burning, or propulsion attributable to the utilization of high energy propellants in (i)
POLARIS, POSEIDON, TRIDENT or Tomahawk Cruise Missiles or of any
component thereof, or (ii) propellant-powered POLARIS, POSEIDON, TRIDENT
or Tomahawk Cruise test missiles or of any component thereof, or (iii) any other
component or subcomponent of the POLARIS, POSEIDON, TRIDENT or
Tomahawk Cruise Missile weapon system which uses high energy propellants.
H-12 SSP 5252.250-9752
Indemnification (U.K.) (Sep 1999)
1. This clause applies only to the extent this contract is a procurement on behalf of
the United Kingdom and applies in lieu of any "Indemnification Under Public Law
85-804" or "Indemnification Under 10 U.S.C. 2354" clause in this contract.
2. For purposes of this clause:
(a) "Contractor's principal officials" means directors, officers, managers,
superintendents, or other representatives supervising or directing-(1) all or substantially all of the Contractor's business;
(2) all or substantially all of the Contractor's operations at any one plant or separate
location in which this contract is being performed; or
(3) a separate and complete major industrial operation in connection with the
performance of this contract;
(b) "nuclear risks" means those risks attributable to the radioactive, toxic, explosive,
or other hazardous properties of "special nuclear material," "by-product material,"
or "source material," as such materials are defined in the Atomic Energy Act of
1954, as amended; and
(c) "unusually hazardous risks" means those risks of explosion, detonation, burning,
or propulsion attributable to the utilization of high energy solid or liquid propellants
in (1) POLARIS or TRIDENT missiles or of any component thereof, or (2)
propellant-powered POLARIS or TRIDENT test missiles or of any component
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thereof, or (3) any other component or subcomponent of the POLARIS or
TRIDENT weapon system which uses high energy solid or liquid propellants.
3. Regardless of any other provisions of this contract, the Government shall, subject
to the limitations contained in the other paragraphs of this clause, indemnify the
Contractor against-(a) Claims (including reasonable expenses of litigation or settlement) by third
persons (including employees of the Contractor) for death; personal injury; or loss
of, damage to, or loss of use of property;
(b) Loss of, damage to, or loss of use of Contractor property, excluding loss of
profit; and
(c) Loss of, damage to, or loss of use of Government property, excluding loss of
profit.
4. This indemnification applies only to the extent that the claim, loss, or damage (a)
arises out of or results from a risk defined in this contract as unusually hazardous or
nuclear and (b) is not compensated for by insurance or otherwise. Any such claim,
loss, or damage, to the extent that it is within the deductible amounts of the
Contractor's insurance, is not covered under this clause. If insurance coverage or
other financial protection in effect on the date the approving official authorizes use
of this clause is reduced, the Government's liability under this clause shall not
increase as a result.
5. When the claim, loss, or damage is caused by willful misconduct or lack of good
faith on the part of any of the Contractor's principal officials, the Contractor shall
not be indemnified for-(a) Government claims or United Kingdom claims against the Contractor (other
than those arising through subrogation); or
(b) Loss or damage affecting the Contractor's property.
6. With the Contracting Officer's prior written approval, the Contractor may, in any
subcontract under this contract, indemnify the subcontractor against any risk
defined in this contract as unusually hazardous or nuclear. This indemnification
shall provide, between the Contractor and the subcontractor, the same rights and
duties, and the same provisions for notice, furnishing of evidence or proof, and
Government settlement or defense of claims as this clause provides. The
Contracting Officer may also approve indemnification of subcontractors at any
lower tier, under the same terms and conditions. The Government shall indemnify
the Contractor against liability to subcontractors incurred under subcontract
provisions approved by the Contracting Officer.
7. The rights and obligations of the parties under this clause shall survive this
contract's termination, expiration, or completion. The Government shall make no
payment under this clause unless the agency head determines that the amount is just
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and reasonable. The Government may pay the Contractor or subcontractors, or may
directly pay parties to whom the Contractor or subcontractors may be liable.
8. The Contractor shall-(a) Promptly notify the Contracting Officer of any claim or action against, or any
loss by, the Contractor or any subcontractors that may be reasonably be expected to
involve indemnification under this clause;
(b) Immediately furnish to the Government copies of all pertinent papers the
Contractor receives;
(c) Furnish evidence or proof of any claim, loss, or damage covered by this clause
in the manner and form the Government requires; and
(d) Comply with the Government's directions and execute any authorizations
required in connection with settlement or defense of claims or actions.
9. The Government may direct, control, or assist in settling or defending any claim
or action that may involve indemnification under this clause.
10. The following applies to the extent this contract is a cost-reimbursement
contract: The cost of insurance (including self-insurance programs) covering a risk
defined in this contract as unusually hazardous or nuclear shall not be reimbursed
except to the extent that the Contracting Officer has required or approved this
insurance. The Government's obligations under this clause are-(a) Excepted from the release required under this contract's clause relating to
allowable cost; and
(b) Not affected by this contract's Limitation of Cost or Limitation of Funds clause.
11. The Contractor shall provide and maintain financial protection of the types and
in the amounts as are from time to time approved by the Secretary of the Navy in
the latest memorandum of approval under Public Law 85-804.
12. Article VIII of the Polaris Sales Agreement of 6 April 1963 (T.I.A.S. 5313) and
22 U.S.C. 2762 constitute authority for the above indemnification.
3.
UNITED KINGDOM SUBCONTRACTS (Applicable if you are a United Kingdom
company)
Special Provisions MSD-l (UK-D5) or MSD-2 (US/UK-D5) dated July 1990 as
applicable, if you are a UK company check with the Lockheed Martin buyer that
issued your purchase order/subcontract for a copy of the applicable document.
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4.
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APPROVED SUBCONTRACTOR INDEMNIFICATION (Applicable to Thiokol
Corporation, Alliant Techsystems Inc., (dba) ATK Aerospace Company Inc., ATK
Thiokol Propulsion Company, Atlantic Research Corporation, and BAE Systems,
Ordnance Systems Inc.)
"The Contracting Officer approves the inclusion of indemnification provisions
pursuant to the clauses of this contract entitled, "Indemnification Under Public Law
85-804" and "Indemnification (U. K.) - Cost Reimbursement" in any subcontract
made under this contract. However, no inclusion is authorized unless the
Government will receive the benefit of all cost savings, if any, to the Subcontractor,
the Prime Contractor and all higher-tier subcontractors, if any. The clause
developed for this Indemnification identified as either '7068/0196C' (Fixed Price) or
'7076/0196C' (Cost Reimbursement). For copies of either of these clauses, contact
the Lockheed Martin Buyer.
5.
SUBCONTRACTOR'S RISK OF LOSS (Applicable to Alliant Techsystems Inc.,
(dba) ATK Aerospace Company Inc., ATK Thiokol Propulsion Company,
Hamilton Sundstrand Corporation, Moog, Inc., Thiokol Corporation (Elkton
Division), and Atlantic Research Corporation for cost reimbursement, time and
material or labor hour subcontracts)
FAR 52.245-5: Approval is provided for the flowdown of paragraph (g) of the FAR
clause 52.245-5, Government Property (Cost-Reimbursement, Time and Material,
or Labor Hour Contracts).
6.
INSURANCE - LIABILITY TO THIRD PERSONS (Applicable to Alliant
Techsystems Inc., (dba) ATK Aerospace Company Inc., ATK Thiokol Propulsion
Company and Atlantic Research Corporation for Cost Plus Incentive Fee or Cost
Plus Fixed Fee subcontracts)
FAR 52.228-07, Insurance – Liability to Third Persons (Mar 1996)
7.
SUBCONTRACTOR'S EMPLOYEES AT U. K. INSTALLATIONS (SEP.l999)
(Applicable if you will have any employees working at a United Kingdom
Installation)
SSPO 5252.225-9750
a.
The Subcontractor shall ensure that its employees and the employees of any of
its lower-tier subcontractors shall learn and comply with the rules, regulations
and requirements in force at those establishments in the U. K. where the work
is performed. In addition, with respect to work performed within the U. K., the
Subcontractor and any of its lower-tier subcontractors shall comply with the
security regulations and requirements of the Ministry of Defense of U. K.
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b.
8.
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If any of the employees of the Subcontractor or of any of its lower-tier
subcontractors are found to be either not qualified to perform the work required
or otherwise unsuitable, Lockheed Martin may direct that these employees to
be returned to the U.S. and replaced with qualified and suitable employees.
NON- DISCLOSURE AGREEMENT (SEP 1999) (Applicable to all purchase
orders/subcontracts)
Government employees shall not be required to sign a non-disclosure agreement or
any other document as a condition to gaining access to a Subcontractor’s (or any
tier Subcontractor’s or Supplier’s) data and other information needed to perform
their official duties. In addition, Government employees shall not be required to
furnish personal or biographical information or documents as a condition to gaining
access to a subcontractor (or any tier Subcontractor’s or Supplier’s) data and other
information needed to perform their official duties.
Pursuant to the Trade Secrets Act, 18 U. S. C. § 1905, Government employees are
prohibited from making unauthorized disclosures of a Subcontractor’s (or any tier
Subcontractor’s or Supplier’s) proprietary information.
9.
10.
FAR 52.247-67, Submission of Commercial Transportation Bills to the General
Services Administration for Audit (Jun 1997). Applicable if your subcontract is a
cost reimbursement subcontract.
DFARS Clause 252.227-7017, Identification and Assertion of Use, Release, or
Disclosure Restrictions (Jun 1995). Applicable if purchase order/subcontract
requires delivery of non-commercial items.
Note: “Offeror” means “Seller”, “Contracting Officer” means “Lockheed Martin
or Contracting Officer”. In paragraphs (a) and (b) the references to the Small
Business Innovative Research Data Rights clause are deleted.
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