Document No. MS016, Rev. 2 6/30/10

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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.)
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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
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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
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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
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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.
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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.)
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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.)
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