Document No. MS002 8/25/05 Flowdowns for AEHF Contract F04701-02-C-0002 I Clause 1. I100 Enabling Clause for General Systems Engineering and Integration – Applicable for all purchase orders/subcontracts I100 2001) ENABLING CLAUSE FOR GENERAL SYSTEMS ENGINEERING AND INTEGRATION (Aug (a) This subcontract covers part of the Advanced Extremely High Frequency (AEHF) System Definition (SD) program which is under the general program management of the Air Force Space and Missile Systems Center (SMC). The Air Force has entered into a contract with The Aerospace Corporation for the services of a technical group which will support the DoD program office by performing General Systems Engineering and Integration. (b) General Systems Engineering and Integration (GSE&I) deals with overall system definition; integration both within the system and with associated systems; analysis of system segment and subsystem design; design compromises and trade-offs; definition of interfaces; review of hardware and software including manufacturing and quality control; observation, review and evaluation of tests and test data; support of launch, flight test, and orbital operations; appraisal of the contractors' technical performance, through meetings with contractors and subcontractors, exchange and analysis of information on progress and problems, review of plans for future work; developing solutions to problems; technical alternatives for reduced program risk; providing comments and recommendations in writing to the DoD System Program Manager and/or Project Officer as an independent technical assessment for consideration for modifying the program or redirecting the contractors' efforts; all to the extent necessary to assure timely and economical accomplishment of program objectives consistent with mission requirements. (c) In the performance of this Subcontract, the Subcontractor agrees to cooperate with The Aerospace Corporation by responding to invitations from authorized personnel to attend meetings; by providing access to technical information and research, development planning data such as, but not limited to, design and development analyses; test data and results; equipment and process specifications; test and test equipment specifications and procedures, parts and quality control procedures, records and data; manufacturing and assembly procedures; and schedule and milestone data, all in their original form or reproduced form and excluding financial data; by delivering data as specified in the Subcontract Data Requirements List; by discussing technical matters relating to this program; by providing access to contractor facilities utilized in the performance of this Subcontract; and by allowing observation of technical activities by appropriate support Contractor technical personnel. The Aerospace personnel engaged in general systems engineering and integration efforts are authorized access to any technical information pertaining to this Subcontract. (d) The Subcontractor further agrees to include in each subtier subcontract a clause requiring compliance by subtier subcontractor and succeeding levels of subcontractors with the response and access provisions of paragraph (c) above, subject to coordination with LMSSC. This agreement does not relieve the Subcontractor of responsibility to manage subtier subcontracts effectively and efficiently, nor is it intended to establish privity of contract between LMSSC or the Government or The Aerospace Corporation and such subtier subcontractors. (e) The Aerospace Corporation personnel or LMSSC personnel are not authorized to direct the Subcontractor in any manner. The Subcontractor agrees to accept technical direction as follows: 1. Technical direction under this Subcontract will be given to the Subcontractor solely by LMSSC. 2. Whenever it becomes necessary to modify the Subcontract and redirect the effort, a Change Order signed by the LMSSC Subcontract Administrator, or a Supplemental Agreement signed by both the LMSSC Subcontract Administrator and the Subcontractor will be issued. Document No. MS002 Document No. MS002 8/25/05 FAR Clauses 1. 52.246-7, Inspection of Research and Development – Fixed Price (Aug 1996) - Applicable if you have a fixed price contract and you are performing research and development work. 2. 52.246-8, Inspection of Research and Development – Cost Reimbursement (Mar 2001). – Applicable if you received a cost reimbursement subcontract and it is for research and development of end items other than designs, drawings or reports. DFARS Clauses 1. 252.204-7000 Disclosure of Information (Dec 1991) - Applicable for all purchase orders / subcontracts. Add: In paragraph (b) substitute “Lockheed Martin Procurement Representative” for “Contracting Officer”. Also “45 days” means “60 days”. 2. 252.208-7000 Intent to Furnish Precious Metals as Government Furnished Material (Dec 1991) Applicable if your delivery contains precious metals. 3. 252.225-7025 Restriction on Acquisition of Forgings (Jun 1997) - Applicable if your delivery contains restricted forging items – ship propulsion shafts, periscope tubes or ring forgings for bull gears. 4. 252.239-7016 Telecommunications Security Equipment, Devices, Techniques, and Services (Dec 1991) Applicable for all purchase orders/subcontracts that require securing telecommunications. AFMC Clauses 1. 5352.215-9008 Enabling Clause between Prime Contractors and Service Contractors (Jul 1997) Applicable for all purchase orders/subcontracts over $1 million. 5352.215-9008 ENABLING CLAUSE BETWEEN PRIME CONTRACTORS AND SERVICE CONTRACTORS (AFMC) (JUL 1997) - Applicable for all purchase orders/subcontracts over $1 million (a) The Air Force has entered into contracts with Booz-Allen Hamilton, Femme Comp Inc. (FCI) System Technology Associates (STA), RF Microsystems, LinCom (division of Titan Systems Corporation), TELOS, Northrop Grumman I & T, MIT/Lincoln Lab, SAIC, and Tecolote Research, AMCOMP for services to provide technical, evaluation, and acquisition management and cost support. (b) Service tasks involve the application of a broad range of education, skills, knowledge, and experience in many disciplines in support of weapon system acquisition tasks. Tasks involve overall system definition; integration both within the system and with associated systems; analysis of system segment and subsystem design; design compromises and trade offs; definition of interfaces; review of hardware and software including manufacturing and quality control; observation, review and evaluation of tests and test data; support of launch, flight test, and orbital operations; exchange and analysis of information on progress and problems, review of plans for future work; developing of solutions to problems, technical alternatives for reduced program risk, providing comments and recommendations in writing to the DOD System Program Manager and/or Project Officer as an independent technical assessment for consideration for modifying the program or redirecting the Contractor's efforts; all to the extend necessary to assure timely and economical accomplishment of program objectives consistent with mission requirements. (c) In the performance of this contract, the Contractor agrees to cooperate with the contractors listed in paragraph (a) by: responding to invitations from authorized personnel to attend meetings; providing access to technical information and research, development and planning data, test data and results, schedule and milestone data, security information, all in original form or reproduced; discussing technical matters related to the program; providing access to Contractor facilities utilized in the performance of this contract; and allowing observation of technical activities by appropriate support Contractor technical personnel. (d) The Contractor further agrees to include in each subcontract over $1 million or 10 percent of prime contract value, whichever is less, a clause requiring compliance by a subcontractor and succeeding levels of subcontractors with the response and access provisions of paragraph (c) above, subject to coordination with the Contractor. This agreement does not relieve the Contractor of responsibility to manage subcontracts effectively and efficiently, nor is it intended to establish privity of contracts between the Government or the service Contractor(s) and such subcontractors. Document No. MS002 Document No. MS002 8/25/05 (e) Service Contractor personnel are not authorized to direct a Contractor in any manner. (f) Service contracts contain an organizational conflict of interest clause that requires the service Contractors to protect the data and prohibits the service Contractors from using the data for any purpose other than that for which the data was presented. (g) Neither the Contractor nor their subcontractors shall be required in the satisfaction of the requirements of this clause to perform any effort or supply any documentation not otherwise required by their contract or subcontract. (h) This Enabling Clause shall also apply to any follow-on or new service contractors who will provide services of a technical group to the Air Force. The name(s) of the follow-on or new service contractor(s) will be added to this clause via a unilateral modification signed by the Contracting Officer. H Clauses 1. H106 Organizational Conflict of Interest (OCI) Mitigation Plans -Applicable only to Command & Information Systems (Div. of Titan Systems Corp.), or Lincom (Div. of Titan Systems Corp.). H106 ORGANIZATIONAL CONFLICT OF INTEREST (JUN 2000) (a) The Contractor shall report any violation of the OCI Mitigation Plan(s) listed below and incorporated herein by reference, whether by its own personnel or those of the Government or other contractors, to the Contracting Officer. This report shall include a description of the violation and the actions the Contractor has taken or proposed to take to mitigate and avoid repetition of the violation. After conducting such further inquiries and discussions as may be necessary, the Contracting Officer and the Contractor shall agree on appropriate corrective action, if any, or the Contracting Officer shall direct such action, subject to the terms of this contract. (b) The contractor shall include this clause and the appropriate OCI Mitigation Plan in the applicable subcontract. The terms "Contract," "Contractor," and "Contracting Officer" shall be appropriately modified to reflect the change in parties and to preserve Government rights. OCI Mitigation Plan(s) Dated * Command & Information Sys. (Div of Titan Systems Corp) 5 April 2001 *LINCOM (Div of Titan Systems Corp) 5 April 2001 2. H110 Government Furnished Property Produced by the Contractor - Applicable for all purchase orders/subcontracts. H110 GOVERNMENT FURNISHED PROPERTY PRODUCED BY THE CONTRACTOR (FEB 2002) Notwithstanding the language in clauses entitled 52.245-2 Government Property (Fixed Priced Contracts) and 52.245-5 Government Property (Cost Reimbursement Contracts), Government Furnished Property (GFP) and Government Furnished Information (GFI) produced and delivered by the Contractor, or any of its subcontractors, under any other Government contract, that is transferred to, and used in the performance of this contract, shall not be the basis for any claim of unsuitable or defective property under this contract. This clause applies only to Lockheed Martin and its Advanced EHF Program Subcontract. Document No. MS002 Document No. MS002 Document No. MS002 8/25/05