03/27/2014 Document No. MD036 Flowdowns for Subcontract 1021400030, MBRV -7 and -8 PID Support (Prime Contract No. HQ0147-11-C-0006) Full Text Clauses F-5 NOTICE OF DELAY (Applicable for all purchase orders/subcontracts. All notifications made pursuant to this clause shall be made through Lockheed Martin.) The time of delivery is an essential element of this Subcontract. Whenever any event, including, but not limited to, an actual or potential labor dispute, is delaying or threatens to delay the timely performance of this Subcontract, SUBCONTRACTOR shall immediately give written notice thereof, including all relevant information with respect thereto, to ORBITAL. SUBCONTRACTOR shall strictly adhere to this Subcontract’s shipment, delivery or completion schedules. In the event of any anticipated or actual delay, SUBCONTRACTOR shall: (i) promptly notify ORBITAL in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (receipt of such notification shall not be construed as a waiver by ORBITAL of any delivery schedule or date or any rights or remedies provided by law or this Subcontract); and (ii) provide ORBITAL with a written recovery schedule. If SUBCONTRACTOR fails to make delivery promptly as required by this Subcontract, ORBITAL may, in addition to other remedies available at law, terminate this Subcontract in accordance with its terms. SUBCONTRACTOR shall insert this clause, including this sentence, in all subcontracts with any of its lower tier Suppliers. FAR Clauses 52.203-7, Anti-Kickback Procedures (Oct 2010) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Mar 2009) (Applicable for all purchase orders/subcontracts.) 52.204-9, Personal Identity Verification of Contractor Personnel (Sep 2007) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2010) 52.204-11, American Recovery and Reinvestment Act--Reporting Requirements (Jul 2010) (Applicable for all purchase orders/subcontracts. If this purchase order/subcontract exceeds $25,000 and not subject to the reporting specified in paragraph (d)(9), Seller shall provide to Lockheed Martin the information described at Paragraph (d)(10)(i), (ix), (x), (xi), and (xii) for Lockheed Martin’s quarterly report. Seller is advised that the information will be made available to the public as required by section 1512 of the Recovery Act.) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Sep 2006) 52.215-10, Price Reduction for Defective Certified Cost or Pricing Data (Oct 2010) 52.215-11, Price Reduction for Defective Certified Cost or Pricing Data - Modifications (Oct 2010) 52.216-7, Allowable Cost or Payment (Dec 2002) Document No. MD036 1 of 5 03/27/2014 03/27/2014 Document No. MD036 Flowdowns for Subcontract 1021400030, MBRV -7 and -8 PID Support (Prime Contract No. HQ0147-11-C-0006) 52.219-8, Utilization of Small Business Concerns (Jan 2011) 52.219-9, Small Business Subcontracting Plan (Jan 2011) 52.222-11, Subcontracts (Labor Standards) (Jul 2005) (Applicable for all purchase orders/subcontracts for construction within the United States. The last sentence of paragraph (a) is revised to read as follows: "Seller is responsible for compliance by any lower tier subcontractor with all the contract clauses cited in this paragraph.") 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (Applicable for all purchase orders/subcontracts for exempt services.) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Nov 2007) (Applicable for all purchase orders/subcontracts for exempt services.) 52.222-54, Employment Eligibility Verification (Jan 2009) 52.223-14, Toxic Chemical Release Reporting (Aug 2003) (Applicable if this purchase order/subcontract exceeds $100,000. "Contracting Officer" means "Lockheed Martin". Paragraph (e) is deleted.) 52.223-18, Encouraging Contractor Policy to Ban Text Messaging While Driving (Sep 2010) 52.225-5, Trade Agreements (Aug 2009) 52.225-21, Required Use of American Iron, Steel, and Manufactured Goods -- Buy American Act -Construction Materials (Mar 2009) (Applicable if this purchase order/subcontract involves the furnishing of steel, and other manufactured goods for use as construction material.) 52.227-6, Royalty Information (Apr 1984) (Applicable for all purchase orders/subcontracts requiring certified cost or pricing data.) 52.227-16, Additional Data Requirements (Jun 1987) (Applicable if you will be delivering technical data. “Contracting Officer” means “Lockheed Martin and the Contracting Officer.”) 52.229-8, Foreign Cost-Reimbursement Contracts (Mar 1990) (Applicable if this is a cost reimbursement purchase order/subcontract and the work will be performed wholly or partly in a foreign country. In paragraph (b), “Contracting Officer” and “Government of the United States” mean “Lockheed Martin.” The blanks in paragraph (a) will be filled in by the Lockheed Martin Procurement Representative for this purchase order/subcontract.) 52.229-10, State of New Mexico Gross Receipts and Compensating Tax (Apr 2003) (Applicable if this purchase order/subcontract is a cost reimbursable contract performed in New Mexico. In paragraph (d) “Government” means “Lockheed Martin or Government,” and the blank in paragraph (g) is replaced with “the procuring agency under the prime contract”.) Document No. MD036 2 of 5 03/27/2014 03/27/2014 Document No. MD036 Flowdowns for Subcontract 1021400030, MBRV -7 and -8 PID Support (Prime Contract No. HQ0147-11-C-0006) 52.230-2, Cost Accounting Standards (Oct 2010) 52.230-3, Disclosure and Consistency of Cost Accounting Practices (Oct 2008) 52.230-4, Disclosure and Consistency of Cost Accounting Practices--Foreign Concerns (Jun 2010) 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts (Feb 2007) 52.232-17, Interest (Oct 2010) (Applicable if your purchase order/subcontract contains any clauses which refers to an Interest clause. “Government” means “Lockheed Martin”.) 52.244-6, Subcontracts for Commercial Items (Dec 2010) 52.245-1, Government Property (Dec 2007) 52.245-9, Use and Charges (Aug 2010) (Applicable for all purchase orders/subcontracts where FAR 52.2451 is inserted. Communications with the Government under this clause will be made through Lockheed Martin.) 52.246-8, Inspection of Research and Development – Cost Reimbursement (May 2001) (Applicable if this is a cost reimbursement purchase order/subcontract that is for research and development. “Government” means “Lockheed Martin” except (1) in paragraphs (b), (c) and (d) where it means “Lockheed Martin and the Government” and in paragraph (k) where the term is unchanged.) DFARS Clauses 252.203-7002, Requirement to Inform Employees of Whistleblower Rights (Jan 2009) 252.204-7000, Disclosure of Information (Dec 1991) (Applicable for all purchase orders/subcontracts. In paragraph (b) "Contracting Officer" means "Lockheed Martin" and "45 days" means "60 days".) 252.208-7000, Intent to Furnish Precious Metals as Government-Furnished Material (Dec 1991) (Applicable for all purchase orders/subcontracts that involve precious metals.) 252.211-7003, Item Identification and Valuation (Aug 2008) 252.211-7007, Reporting of Government-Furnished Equipment in the DoD Item Unique Identification (IUID) Registry (Nov 2008) (Applicable if Seller will be in possession of Government property for the performance of this purchase order/subcontract.) 252.215-7000, Pricing Adjustments (Dec 1991) 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (Oct 2010) Document No. MD036 3 of 5 03/27/2014 03/27/2014 Document No. MD036 Flowdowns for Subcontract 1021400030, MBRV -7 and -8 PID Support (Prime Contract No. HQ0147-11-C-0006) 252.219-7004, Small Business Subcontracting Plan (Test Program) (Oct 2010) (Applicable if you participate in the DoD Test Program.) 252.222-7000, Restrictions on Employment of Personnel (Mar 2000) (Applicable for all purchase orders/ subcontracts.) 252.222-7006, Restrictions on the Use of Mandatory Arbitration Agreements (May 2010) 252.225-7001, Buy American and Balance of Payments Program (Jan 2009) 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (Jul 2009) 252.225-7012, Preference for Certain Domestic Commodities (Jun 2010) 252.225-7013, Duty-Free Entry (Dec 2009) 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (Jun 2005) (Applicable if this purchase order/subcontract requires the delivery of hand or measuring tools.) 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (Mar 2006) 252.225-7019, Restriction on Acquisition of Anchor and Mooring Chain (Dec 2009) (Applicable if this purchase order/subcontract requires the delivery of welded shipboard anchor and mooring chain, four inches or less in diameter.) 252.225-7021, Trade Agreements (Nov 2009) 252.225-7025, Restriction on Acquisition of Forgings (Dec 2009) (Applicable if your delivery contains restricted forging items – ship propulsion shafts, periscope tubes or ring forgings for bull gears.) 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (Apr 2003) (Applicable for all purchase orders/subcontracts.) 252.227-7013, Rights in Technical Data--Noncommercial Items (Sep 2011) 252.227-7014, Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Jun 1995) 252.227-7015, Technical Data--Commercial Items (Sep 2011) 252.227-7016 Rights in Bid or Proposal Information (Jun 1995) Document No. MD036 4 of 5 03/27/2014 03/27/2014 Document No. MD036 Flowdowns for Subcontract 1021400030, MBRV -7 and -8 PID Support (Prime Contract No. HQ0147-11-C-0006) 252.227-7018, Rights in Noncommercial Technical Data and Computer Software – Small Business Innovation Research (SBIR) Program (Jun 1995) (Applicable if your purchase order/subcontract requires delivery of technical data.) 252.227-7019, Validation of Asserted Restrictions-Computer Software (Jun 1995) 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (Jun 1995) 252.227-7037, Validation of Restrictive Markings on Technical Data (Sep 1999) 252.227-7038, Patent Rights--Ownership by the Contractor (Large Business) (Dec 2007) 252.229-7011, Reporting of Foreign Taxes -- U. S. Assistance Programs (Sep 2005) (Applicable for all purchase orders/subcontracts for commodities that exceed $500. Copies of all notifications made pursuant to this clause shall be made to Lockheed Martin.) 252.236-7013 Requirement for Competition Opportunity for American Steel Producers, Fabricators, and Manufacturers (Jan 2009) (Applicable for all purchase orders/subcontracts that involves the acquisition of steel as a construction material.) 252.237-7023, Continuation of Essential Contractor Services (Mar 2010) (Applicable for all purchase orders/subcontracts involving mission essential services. "Contracting Officer" means “Lockheed Martin”. The term "Government" includes “Lockheed Martin”.) 252.239-7016, Telecommunications Security Equipment Devices, Techniques, and Services (Dec 1991) (Applicable if your purchase order/subcontract requires securing telecommunications.) 252.243-7002, Requests for Equitable Adjustment (Mar 1998) (Applicable to all purchase orders/ subcontracts over $150,000. “Government” means “Lockheed Martin”.) 252.244-7000, Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (Aug 2009) 252.246-7003, Notification of Potential Safety Issues (Jan 2007) 252.247-7023, Transportation of Supplies by Sea (May 2002) Document No. MD036 5 of 5 03/27/2014