Document No. MS016, Rev. 2 6/30/10 Flowdowns for Prime Contract FA8808-10-C-0002, MILSATCOM Orbital Operations and Logistics Sustainment Support (MOO&LSS) Full Text Clauses SMC--H011, Government Rights to Software and Technical Data (May 2010) (Applicable if you will be delivering software and/or technical data.) Except as provided under Attachment 6 to the prime contract, the Government shall have UNLIMITED RIGHTS to all software, software documentation, databases, and technical data produced or delivered under this contract. SMC—H014, Cross-Utilization of Government Property (GP) Among Contracts FA8808-10-C-0002, FA8808-04-C-0012, FA8823-06-C-0002, F04701-02-C-0002, and F04701-95-C-0017 (May 2010) (Applicable if your contract requires the use of government-owned property.) (a) Authorization is given for the cross-utilization of all Government Property (GP) including Contractor-Acquired, Government-Owned Property (CAGP) (CAGP includes special tooling, special test equipment, plant equipment, and facilities) accountable to Contract Numbers FA8808-10-C-0002, FA8808-04-C-0012, FA8823-06-C-0002, F04701-02-C-0002, and F04701-95-C-0017 on a rent-free, non-interference basis, unless use is otherwise restricted (e.g. restricted rights software and COMSEC equipment/material). In the event of a usage conflict between the owning contract and the using contract, the owning contact shall have precedence. (b) Since scheduling the rent-free, non-interference use of and maintenance of GP/CAGP is controlled by the Contractor, no claim for unavailability or unsuitability for use will be recognized by the Government as defined in the clause 52.245-01 of the contract entitled “Government Property”. (c) All shipments and transfers among the aforementioned contracts will be documented by a DD Form 1149. Government approval is not required for changes in locations of GP/CAGP accountable to the aforementioned contracts. Government approval shall be obtained for each transfer of accountability. (d) The Contractor is authorized to transfer residual Government-Owned material items among these contracts in accordance with Government-approved company material management accounting system procedures. Records related to transfers of residual material among these contracts are subject to periodic Government review and/or audit. (e) This special contract requirement shall be flowed down to all lower tier subcontractors that include the use of government-owned property. SMC—H015, Implementation of Disclosure of Information (May 2010) (Applicable to all purchase orders/subcontracts. Communication will be made through Lockheed Martin’s Procurement Representative.) Document No. MS016, Rev. 2, 6/30/10 1 Document No. MS016, Rev. 2 6/30/10 In order to comply with DFARS 252.204-7000, Disclosure of Information, the following copies of the information to be released are required at least 55 days prior to the scheduled release date: (a) One copy(ies) to: Office of Public Affairs SMC/PA 483 N. Aviation Blvd El Segundo, CA 90245-4687 (b) One copy(ies) to: Contracting Officer, MCSW/PK 483 N. Aviation Blvd El Segundo, CA 90245-2808 (c) One copy(ies) to: Program Manager, MCPG/OS 483 N Aviation Blvd El Segundo, CA 90245-2808. (d) One copy(ies) to: Program Manager, MCSW/SLG 1050 E. Stewart Ave. Peterson AFB, CO 80914-2902 SMC-H018, Enabling Clause Between Prime Contractors and Service Contractors (May 2010) (Applicable to all purchase orders that are over $1 million or 10% of the prime contract value, whichever is less.) (a) The Air Force has entered into contracts with the following companies for services to provide technical evaluation, cost estimating, and acquisition management support. Business Technologies and Solutions (Business Operations Support) Jackson & Tull (Configuration Management) Northrop Grumman (Security, System Engineering & Test) Booz Allen Hamilton (Acquisition & JTEO Support) Jet Propulsion Lab (Systems Engineering & Test) Linquest (Systems Engineering) Tecolote Research (Cost Estimating and Analysis) MCR Federal (Acquisition Support) SAIC (Environmental Support) L-3 Communications Boeing Satellite Systems Document No. MS016, Rev. 2, 6/30/10 2 Document No. MS016, Rev. 2 6/30/10 Integral Systems, Inc. (ISI) Harris Corporation WPL ARINC SII Raytheon Rockwell Collins (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. (c) In the performance of this contract, the Contractor agrees to cooperate with Contractor's listed in paragraph (a) by responding to invitations from authorized personnel to attend meetings; providing access to technical information, and planning data, test date and results, and schedule data; 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 Contractors) and such subcontractors. (e) Service Contractor personnel are not authorized to direct a Contractor in any manner. Nor through any action on their part, cause a change to work required by the contract. Whenever a need for change to work under this contract arises as a result of the service contractor relationship, including but not limited to the contractors identified in paragraph (a), the change will be accomplished after approval by the MOO&LSS Program Manager by issuance of change orders or supplemental agreements to this contract by the Procuring Contracting Officer. (f) Service contracts contain an organizational conflict of interest clause that required the support 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. SMC-H019, Enabling Clause for General Systems Engineering and Integration (May 2010) (Applicable for all purchase orders/subcontracts.) (a) This contract covers part of the program which is under the general program Document No. MS016, Rev. 2, 6/30/10 3 Document No. MS016, Rev. 2 6/30/10 management of the Program Office. The Aerospace Corporation, a federally funded research and development corporation, provides technical expertise to support the 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 meeting with contractors and subcontractors, 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 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 contract, the contractor 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 and 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 Contract Data Requirements List; by discussing technical matters relating to this program; by providing access to contractor facilities utilized in the performance of this contract; and by allowing observation of technical activities by appropriate Aerospace technical personnel. The Aerospace Corporation personnel engaged in general systems engineering and integration effort are authorized access to any technical information pertaining to this contract. (d) The contractor further agrees to include in each subcontract a clause requiring compliance by the 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 his/her responsibility to manage the subcontracts effectively and efficiently nor is it intended to establish privity of contract between the Government or The Aerospace Corporation and such subcontractors. (e) The Aerospace Corporation personnel are not authorized to direct the contractor in any manner. The contractor agrees to accept technical direction as follows: 1. “No cost” technical direction under this contract will be given to the contractor by program office representatives within the scope of their authority with concurrence of the Air Force Space and Missile Systems Center. 2. Whenever it becomes necessary to modify the contract and redirect the effort, a Change Order signed by the Contracting Officer, or a Supplemental Agreement signed by both the Contracting Officer and the Contractor will be issued prior to any work being performed or costs being incurred. SMC--H020, Contractor Identification (May 2010) (Applicable to all purchase orders/subcontracts.) (a) Contractor personnel and their subcontractors must identify themselves as Document No. MS016, Rev. 2, 6/30/10 4 Document No. MS016, Rev. 2 6/30/10 Contractors or subcontractors during meetings, telephone conversations, in electronic messages, or correspondence related to this contract. (b) Contractor-occupied facilities (on Government installations) such as offices, separate rooms, or cubicles must be clearly identified with Contractor supplied signs, name plates or other identification, showing that these are work areas for Contractor or subcontractor personnel. FAR Clauses 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) – This clause is already called out in Corpdocs and if that clause is applicable then it should be replaced by this April 2010 version. 52.216-26, Payments of Allowable Costs Before Definitization (Dec 2002) (Applicable for all undefinitized purchase orders/subcontracts.) 52.232-17, Interest (Oct 2008) – (Applicable if your contract contains any clauses which refers to an Interest clause) 52.237-10, Identification of Uncompensated Overtime (Oct 1997) (Applicable if your contract is for professional or technical services to be acquired on the basis of the number of hours to be provided. “Offeror” means “Seller.”) 52.243-2, Changes – Cost Reimbursement (Aug 1987) – Alternate II (Apr 1984). The basic clause is already called out in Corpdocs, but Alternate II will also apply if your contract is for services and supplies will be furnished. 52.244-6, Subcontracts for Commercial Items (Apr 2010) – This clause is already called out in Corpdocs and if that clause is applicable then it should be replaced by this April 2010 version. 52.245-9, Use and Charges (Jun 2007) (Applicable if Government Property will be provided. Communications with the Government under this clause will be made through Lockheed Martin.) DFARS Clauses 252.204-7000, Disclosure of Information (Dec 1991). (Applicable for all purchase orders/subcontracts.) 252.211-7003, Item Identification and Valuation (Aug 2008) and Alternate I (Aug 2008) The basic clause is already called out in Corpdocs, but Alternate I will also apply if an exception in 211.274-2(b) applies to your contract or if the items under your contract are to be delivered to the Government and none of the criteria for placing a unique item identification mark applies. Document No. MS016, Rev. 2, 6/30/10 5 Document No. MS016, Rev. 2 6/30/10 252.215-7003, Excessive Pass-Through Charges – Identification of Subcontract Effort (May 2008) (Applicable for all purchase orders/subcontracts) 252.215-7004, Excessive Pass-Through Charges (May 2008) and Alternate I (May 2008) – The basic clause is already called out in Corpdocs, if that clause is applicable to your contract then so is Alternate I to this clause. 252.217-7026, Identification of Sources of Supply (Nov 1995) (The information of this clause is limited to the identification of those items that you will be providing to Lockheed Martin as separate end items. Items which are included as components of end items to Lockheed Martin do not need to be identified.) 252.222-7999, Additional Requirements and Responsibilities Restricting the Use of Mandatory Arbitration Agreements (Deviation)(Feb 2010) (Applicable if your contract exceeds $1,000,000 and it will be performed in whole or in part with Fiscal Year 2010 appropriated government funds. The clause does not apply if all of your employees performing work under this contract will be located outside of the United States. The certification language in paragraph (b)(2) applies to both Seller in its own capacity and to Seller’s covered subcontractors.) 252.225-7012, Preference for Certain Domestic Commodities (Dec 2008). (Applicable for all purchase orders/subcontracts with deliverables.) 252.227-7017, Identification and Assertion of Use, Release, or Disclosure Restrictions (Jun 1995) (Applicable if you will be delivering technical data and/or computer software. “Offeror” means “Seller.” “Contracting Officer” means “Lockheed Martin or Contracting Officer.” In paragraphs (a) and (b) the references to the SBIR data rights clause are deleted.) 252.243-7002, Requests for Equitable Adjustment (Mar 1998). (Applies to all purchase orders/subcontracts over $100,000.) 252.246-7000, Material Inspection and Receiving Report – (Mar 2008). (Applicable if direct shipments will be made to the Government.) AFFARS Clauses 5352.223-9000, Elimination of Use of Class I Ozone Depleting Substances (ODS) (Apr 2003). (Applicable for all purchase orders/subcontracts) 5352.223-9001, Health and Safety on Government Installations (Jun 1997). (Applicable if the subcontractor will perform work on a government installation) 5352.242-9000, Contractor Access to Air Force Installations (Aug 2007). (Applicable if you will be performing work on a government installation.) Document No. MS016, Rev. 2, 6/30/10 6 Document No. MS016, Rev. 2 6/30/10 5352.242-9001, Common Access Cards (CACs) for Contractor Personnel (Aug 2004) (Applies if Seller will perform work on a Government installation. All communication with the government required by this clause shall be conducted through Lockheed Martin.) Document No. MS016, Rev. 2, 6/30/10 7